SECOND AMENDMENT TO
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the “ Second Amendment ”)
made as of this 3rd day of January, 2009, by and between WHX Corporation, its parents, subsidiaries and
affiliates (the “Company” or “Employer”), and Peter T. Gelfman (“Executive”).
WHEREAS, Executive entered into a certain Employment Agreement (the “Agreement”), dated April 7,
2008 and an Amendment to Employment Agreement effective January 1, 2009;
WHEREAS, Employer and Executive wish to further amend the terms of the Agreement as set forth
NOW, THEREFORE, in consideration of the promises and mutual covenants hereinafter contained,
and in consideration of Executive’s continued employment, the parties hereto agree as follows:
1. Defined Terms . All capitalized terms contained in this Second Amendment shall, for the
purposes hereof, have the same meaning ascribed to them in the Agreement unless the context hereof clearly
provides otherwise or unless otherwise defined herein.
2. Base Salary Reduction . Effective January 4, 2009, Executive’s base salary in effect as of
December 31, 2008 shall be reduced by five percent (5%) (the “2009 5% Base Salary Reduction”).
3. Executive’s Acknowledgment and Waiver . Executive acknowledges that such 2009 5%
Base Salary Reduction shall not constitute a Material Diminution under the Agreement and therefore shall not
provide a basis for a Material Diminution or Relocation Termination Election pursuant to Section 6(a) of the
Agreement. Executive waives all claims against the Company relating to the 2009 5% Base Salary Reduction.
4. Calculation of Executive’s Severance Payment . In the event that after January 4, 2009,
Executive becomes eligible for a Severance Payment for any reason set forth in the Agreement that is unrelated to
the 2009 5% Base Salary Reduction, the Company shall calculate the base salary component of Executive’s