THIS AGREEMENT IS SUBJECT TO ARBITRATION PURSUANT TO S.C.CODE ANN.
SECTION 15-48-10 ET SEQ., CODE OF LAWS OF SOUTH CAROLINA, 1976 (AS AMENDED).
IF THE SOUTH CAROLINA UNIFORM ARBITRATION ACT IS DEEMED NOT TO APPLY,
THIS AGREEMENT IS SUBJECT TO ARBITRATION PURSUANT TO THE FEDERAL
ARBITRATION ACT, TITLE 9, SECTION 1 ET. SEQ., UNITED STATES CODE (AS AMENDED).
This Agreement is effective upon its execution by and between Synalloy Corporation, a corporation organized
under the laws of the State of Delaware (the "'Corporation"'), and Ralph Matera, a resident of Johnson City,
Tennessee (the "'Employee"').
W I T N E S S E T H:
That in consideration of the agreements hereinafter contained, the parties hereto agree as follows:
1. Employment . The Corporation agrees to extend until July 1, 2005, the term of the initial Agreement
between Employer and the Employee. The Employee agrees to serve as Chief Executive Officer
and President of the Corporation, and Chief Executive Officer of Bristol Metals, L.P., a subsidiary
of the Company located in Bristol, Tennessee, and in such other capacities as the Board of
Directors of the Corporation (the "'Board"') may designate from time to time. During the term of his
employment, the Employee shall devote his full time, attention, skill and efforts to the performance of
his duties for the Corporation.
2. Compensation . The Corporation shall pay the Employee during the term of his employment
hereunder a base salary of Two Hundred Thousand and 00/100ths Dollars ($200,000.00) per year
together with compensation payable as provided in Paragraph 3 below, unless forfeited by the
occurrence of any of the events of forfeiture specified in Paragraph 7 below. Salary shall be payable
monthly or on a less frequent basis by mutual agreement.
3. Bonus . In addition to the base salary provided for in Paragraph 2 above, for each fiscal year during
which Employee serves as Chief Executive Officer of Corporation and provided Employee is in the