AGREEMENT, made and entered into as of the first day of May, 2001 (the "Effective Date") by and between
SL Industries, Inc., a New Jersey corporation (the "Company"), and Jacob Cherian (the "Executive").
WHEREAS, the Executive is the Vice President and Corporate Controller of the Company;
WHEREAS, the Company desires to provide certain protection to the Executive in the event of a change-in-
control of the Company in order to induce the Executive to remain in the employ of the Company notwithstanding
any risks and uncertainties created by a potential change-in-control; and
WHEREAS, the Executive desires to provide certain protection to the Company and its successor in the event of
a change-in-control by agreeing to continue his employment for a specified period after a change-in-control, if
requested to do so, and agreeing not to compete with the Company or to solicit the Company's employees and
customers upon termination of employment with the Company.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other
good and valuable consideration, the receipt of which is mutually acknowledged, the Company and the Executive
agree as follows:
1. EFFECTIVENESS; TERM
This Agreement shall become effective as of the date hereof and shall terminate on the tenth anniversary of the
date hereof, or on such other date as the parties hereto mutually agree in writing.
2. TERMINATION OF THE EXECUTIVE'S EMPLOYMENT FOLLOWING A CHANGE-IN-
(a) If the Executive's employment is terminated by the Company or its successor, or the Executive terminates his
employment with the Company or its successor, and either termination occurs within one year following a
Change-in-Control (as hereinafter defined), or within one year following execution by the Company of a definitive
agreement contemplating a Change-in-Control that occurs, whichever is later (the date of such termination
hereinafter the "Termination Date"), the Execu