|
Exhibit 10.7
EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated and effective as of February 6, 2006, is
entered into
by and among WHX CORPORATION ("WHX"), a corporation organized
under the laws of
the State of Delaware, HANDY & HARMAN ("H&H"), a
corporation organized under the
laws of the State of New York, each with principal offices
located at 555
Theodore Fremd Avenue, Rye, New York 10580 (collectively, the
"Companies"), and
ELLEN HARMON (the "Executive"), an individual with a residence
at 16 Hillandale
Road, Rye Brook, New York 10573.
NOW, THEREFORE, in consideration of the promises and the mutual
covenants
herein contained, and for other good and valuable consideration,
the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as
follows:
1. EMPLOYMENT; TERM.
(a) Executive's employment with each of the Companies shall
begin as
of the date of this Agreement (the "Effective Date") pursuant to
the terms and
conditions contained herein. The Executive shall hold the office
of Vice
President, Secretary and General Counsel of each of the
Companies. The Executive
shall perform all the duties consistent with these positions as
set forth in
each of the Companies' By-Laws, as well as any other duties
commensurate with
the Executive's positions that are assigned to the Executive
from time to time
by the respective Board of Directors of each of the Companies
(the "Boards").
The Executive shall devote her full working time, attention and
energies to
the business of each of the Companies and shall not, during the
term of this
Agreement, be engaged in any other business activity, whether or
not such
business activity is pursued for gain, profit or other pecuniary
advantage;
however, this shall not be construed as preventing the Executive
from investing
her personal assets in any business or venture which does not
compete, directly
or indirectly, with either of the Companies in any manner, in
such form or
manner as will not require any services on the part of the
Executive in the
operation of the affairs of the entities in which such
investments are made and
in which the Executive's participation is solely that of an
investor, and the
Executive may purchase securities in any corporation for which
securities are
regularly traded, provided, that such purchase shall not result
in the Executive
beneficially owning at any one time one percent (1%) or more of
the equity
securities of any corporation engaged in a business directly
competitive with
either of the Companies.
(b) The term of this Agreement shall commence on the date hereof
and
shall continue in full force and effect until the first
anniversary of the
Effective Date, at which time, and on each anniversary of the
Effective Date
thereafter, the term of this Agreement shall be extended for a
one (1) year
period until the next anniversary thereafter (such period, as it
may be extended
from time to time, the "Term"), unless one party hereto shall
provide notice of
termination to the other party hereto no less than thirty (30)
days prior to
such anniversary or on such earlier date as this Agreement is
terminated in
accordance with the provisions set forth below.
2. COMPENSATION. Subject to the terms and conditions of this
Agreement,
the Companies shall collectively pay to the Executive, as
aggregate compensation
for the duties to be performed by the Executive under this
Agreement, the
following:
(a) A base salary of $260,000 per annum, to be paid in equal
installments no less frequently than monthly.
(b) The Executive shall also be entitled to such annual bonus,
if any,
as the Board or the Compensation Committee of WHX, in its sole
and absolute
discretion, shall determine, in accordance with the terms of any
bonus plan of
each of the Companies applicable to Executive.
2
(c) WHX agrees to grant Executive 25,000 options (the "Options")
to
purchase WHX's common stock, pursuant to the draft 2006 WHX
Corporation
Incentive Stock Plan (the "Plan"). Such Options shall be made
available to
Executive as soon as practicable after March 31, 2006 (but in no
event earlier
than WHX's receipt of shareholder approval for the Plan and the
filing of a
Registration Statement on Form S-8 registering the securities to
be issued
thereunder), and if such approval and registration is not
obtained on or prior
to September 30, 2006, then Executive shall be issued 25,000
"phantom" options
in lieu of such Options, with such "phantom" options to have the
same strike
price and vesting provisions as the Options would have had on
September 30, 2006
had the Plan been approved by WHX's shareholders as of that
date.
3. VACATION. The Executive shall be entitled to vacation, with
pay, of
four (4) weeks in each calendar year. This vacation time shall
be pro-rated for
partial employment in the final calendar year of employment.
4. BENEFITS. The Executive shall receive the benefits made
available to
executives of each of the Companies, including without
limitation the following:
(a) Health insurance coverage, if and to the extent provided to
all
other employees of each of the Companies;
(b) A car allowance of $600.00 per month; and
(c) Life insurance, disability insurance and 401-K benefits, if
and to
the extent provided to executives of either of the Companies
(excluding any
benefits anyone else is entitled to under any supplemental
executive retirement
program).
Executive acknowledges that to the extent that any of the
compensation and
benefits described herein constitute wages or other taxable
income to the
3
Executive, such wages or other taxable income shall be subject
to applicable
income and employment tax withholding, as required.
5. TERMINATION OF AGREEMENT BY EACH OF THE COMPANIES. This
Agreement may
be terminated by either of the Companies by providing notice to
the Executive
pursuant to Section 12 below upon the occurrence of any of the
following:
(a) For Cause (as defined below);
(b) Death of the Executive;
(c) Disability (as defined below) of the Executive; or
(d) Without Cause.
The term "Cause," as used herein, means: (i) the Executive's
engaging in
conduct which is materially injurious to either of the Companies
or any of their
respective customer or supplier relationships, monetarily or
otherwise; (ii) the
Executive's engaging in any act of fraud, misappropriation or
embezzlement or
sexual or other harassment of any employee of either of the
Companies; (iii) the
Executive's engagement in any act which would or does constitute
a felony; (iv)
the willful or continued failure by the Executive to
substantially perform her
duties, including, but not limited to, willful misconduct, gross
negligence or
other acts of dishonesty; or (v) the Executive's material
violation or breach of
this Agreement.
The term "Disability," as used herein, means the Executive's
absence from
the full-time performance of her duties hereunder for a period
of at least
ninety (90) days, whether or not consecutive, within any twelve
(12) consecutive
month period as a result of any incapacity due to physical or
mental illness.
If the Agreement is terminated pursuant to Sections 5 (a), (b),
or (c),
then Executive shall be entitled to receive from each of the
Companies the
4
aggregate of any due but unpaid compensation through the date of
termination; if
pursuant to Section 5(b), all life insurance proceeds to which
her estate is
entitled pursuant to any life insurance program maintained by
either of the
Companies in which she is a participant; if pursuant to Section
5(c), any
disability insurance payments to which she is entitled pursuant
to any
disability insurance program maintained by either of the
Companies in which she
is a participant; and any expenses incurred and submitted for
reimbursement, in
accordance with Section 8, but not paid prior to such
termination. Executive
shall receive no further benefits or compensation, except as
required by law.
6. TERMINATION OF AGREEMENT BY THE EXECUTIVE.
(a) This Agreement may be terminated by the Executive by
providing
written notice to either of the Companies within sixty (60) days
following a
Material Diminution (as defined below) of the Executive's
position, duties,
responsibilities or base salary compensation with either of the
Companies or the
relocation of WHX's headquarters to a location more than 50
miles from Rye, New
York (a "Material Diminution or Relocation Termination
Election"). In the case
of a Material Diminution or Relocation Termination Election by
the Executive,
such Company or Companies shall have ten (10) business days
following their
receipt of written notice of termination from the Executive to
cure such
Material Diminution or Relocation. In the case of a Material
Diminution or
Relocation Termination Election, if such Company or Companies do
not cure such
Material Diminution or Relocation within the ten (10) business
days following
its receipt of such Material Diminution or Relocation
Termination Election from
the Executive, pursuant to this Section, termination of
Executive's employment
shall be effective at the end of such ten (10) business day
period.
5
"Material Diminution" shall only mean a situation in which the
Executive is
no longer employed as the Vice President, Secretary and General
Counsel of both
of the Companies, or employed or offered employment in
substantially equivalent
positions of substantially equivalent companies, regardless of
what, if any,
additional positions Executive may from time to time hold or not
hold with each
of the Companies or its subsidiaries or affiliates, or the
material diminution
of the duties or responsibilities commensurate with the
positions of Vice
President, Secretary and General Counsel of each of the
Companies, or a
reduction of the Executive's base salary compensation below the
amount set forth
herein.
(b) In all other instances, the Executive may voluntarily
terminate
her employment upon thirty (30) days prior written notice to
each of the
Companies.
7. SEVERANCE AND OTHER PAYMENTS.
(a) In the event the Executive's employment is terminated by
either of
the Companies pursuant to Section 5(d) of this Agreement, which
termination
shall include the giving of notice not to extend the Term
pursuant to Section
1(b), the Companies collectively agree to pay to the Executive
as aggregate
compensation: (i) a lump-sum cash payment equal to her then
current annual base
salary (the "Severance Payment"); (ii) monthly COBRA payments of
any
health-related benefits (medical, dental, and vision) as are
then in effect for
either a 12-month period following termination or until the
Executive obtains or
is eligible for coverage through a subsequent employer,
whichever is earlier;
(iii) any bonus payment that Executive may be entitled to
pursuant to any bonus
plans as are then-in-effect; and (iv) a car allowance, as
provided pursuant to
Section 4(b), for a one year period after termination. Prior to,
and as a
precondition to the payment of the Severance Payment, the
Executive shall
6
deliver to each of the Companies a general release of each of
the Companies,
their subsidiaries and affiliates, and each of their officers,
directors,
employees, agents, successors and assigns (but excluding a
release of each of
the Companies' continuing obligations under this Agreement
and/or pursuant to
its continuing indemnification obligations to Executive under
their charters,
bylaws, resolutions of each of the Board of Directors and under
applicable
insurance policies), in a form acceptable to each of the
Companies and provide a
Director Resignation (as defined below), if applicable. The
Severance Payment
and bonus payment referred to in Section 7(a)(iii) shall be made
no later than
te
| 
