This Agreement is entered into as of the 25th day of November, 1996, by and between
Manufacturers Soap and Chemical Company, a corporation organized under the laws of the State
of Tennessee (the "Corporation") and Ronald H. Braam, a resident of Cleveland, Tennessee (the
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 employ the Employee and the Employee agrees to serve the
Corporation beginning November 25, 1996 and continuing until November 25, 1999 as President and in
such other capacity as the Board of Directors of the Corporation (the "Board") may designate from time to
time. On November 25, 1999 and each anniversary thereafter, this agreement shall be automatically
extended for one year unless either party gives notice of intent to cancel this agreement ninety days prior to
an automatic extension date.
2. Term. 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.
3. Compensation . The Corporation shall pay the Employee beginning November 25, 1996, and continuing
during the term of his employment hereunder, a base salary of One Hundred, Fifty six Thousand Dollars
($156,000) per year together with compensation payable as provided in Paragraph 4 below, unless
forfeited by the occurrence of any of the events of forfeiture specified in Paragraph 8 below.
4. Incentive Compensation . Employee shall be a Designated Participant in any Synalloy Corporation
Subsidiary and Divisional Management Incentive Plan covering Manufacturers Soap and Chemical
Company. A copy of the Plan covering fiscal 1997 is attached to and is part of this agreement.
5. Other Benefits . Employee shall be eligible to participate in all employee benefit plans in accordance with
the terms of such plans. Corporation and Employee are parties to an agreement dated May 21, 1980, and