Amended and Restated Employment Agreement between WHX Corporation, Handy & Harman, and Stewart E. Tabin

 EXHIBIT 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT ----------------------------------------- THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (hereinafter referred to as the "Agreement") made and entered into effective as of March 4, 2005, by and among WHX CORPORATION (hereinafter referred to as "WHX", and together with its subsidiaries, the "Company"), a corporation organized under the laws of the State of Delaware, with principal offices located at 110 East 59th Street, New York, New York 10022, HANDY & HARMAN (hereinafter referred to as "H&H"), a corporation organized under the laws of New York, with principal offices located at 555 Theodore Fremd Avenue, Rye, New York 10580 and STEWART E. TABIN (hereinafter referred to as the "Executive"), an individual with an office address at 110 East 59th Street, New York, New York 10022. WHEREAS, Executive heretofore has been employed as the President of WHX pursuant to that certain employment agreement (the "Prior Agreement") dated February 1, 2004 (the "Effective Date") between WHX and the Executive. WHEREAS, the parties desire to amend and restate the Prior Agreement in order to, among other things, provide the terms under which the Company will make certain payments to the Executive in consideration of, among other things, the Executive's agreement to perform additional services for the benefit of H&H and the Executive's extraordinary and continuing efforts in assisting the Company in developing and analyzing its strategic alternatives, including negotiations with persons interested in or affected by a possible recapitalization or other restructuring of the Company of its obligations. NOW, THEREFORE, in consideration of these premises 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, intending to be legally bound hereby, agree as follows: 1. EMPLOYMENT; TERM. (a) The Company desires to employ the Executive and to enter into this Agreement as of the date hereof and the Executive desires to be so employed and the Executive agrees to continue employment with the Company pursuant to the terms hereof. The Executive shall hold the office of the President of WHX. The Executive shall perform all duties of this position consistent with the powers and duties of such offices set forth in WHX's By-Laws, as well as any other duties, commensurate with the Executive's positions that are assigned by the Board of Directors of WHX (the "Board"), including without limitation, executive management services from time to time on behalf of H&H. The Executive shall devote his full working time, attention and energies to the business of the Company 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; but this shall not be construed as preventing the Executive from investing his personal assets in businesses which do not compete, directly or indirectly, with the Company 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  companies in which such investments are made and in which the Executive's participation is solely that of an investor and except that the Executive may purchase securities in any corporation the securities of which are regularly traded, provided, that such purchase shall not result in the Executive owning beneficially at any time one percent (1%) or more of the equity securities of any corporation engaged in a business directly competitive with that of the Company. Notwithstanding the foregoing, it is understood that Executive is a general partner of Stonehill Partners L.P. It is further understood that his duties in connection therewith are not anticipated to interfere with his obligations to the Company under this Agreement. The Company acknowledges such activities shall be permitted during the term of this Agreement. Moreover, it is further understood that Executive may serve as a member of the Board of Directors, or other similar involvement, of one or more not-for-profit organizations and engage in activities in connection therewith, PROVIDED HOWEVER, Executive shall not devote more than a de minimis amount of time, attention and energies to such activities. The Company acknowledges such activities shall be permitted during the term of this Agreement. (b) The term of this Agreement shall commence on the date hereof and shall continue in full force and effect until the second 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 until the next anniversary thereafter, 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 such earlier date as this Agreement is terminated in accordance with the provisions of this Agreement (such period as it may be extended from time to time, the "Term"). 2. COMPENSATION. Subject to the terms and conditions of this Agreement, the Company shall pay to the Executive as compensation for the duties to be performed by the Executive under this Agreement, the sum of the following: (a) A base salary of $500,000.00 per annum, to be paid no less frequently than monthly, in equal amounts; (b) A bonus of $250,000.00, payable (i) upon the entry of an order by a court of competent jurisdiction confirming a plan filed by WHX (a "Confirmation Plan"), or its successor, under chapter 11 of title 11 of the United States Code (a "Confirmed Plan Order"), if Executive is still employed by the Company on such date, or (ii) upon the entry of a Confirmed Plan Order confirming a Confirmation Plan, if Executive is not employed by the Company on such date, so long as Executive has terminated his employment with the Company for reasons provided in Section 6 or Executive has been terminated by the Company Without Cause pursuant to Section 5(d), and in either such case such Confirmation Plan represents a Change of Control of the Company within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), including proposed, temporary or final regulations or any other guidance issued by the Secretary of Treasury and the Internal Revenue Service with respect thereto (the "Section 409A Rules"), or (iii) if such bonus has not otherwise been paid pursuant to either (i) or (ii) of this paragraph (a) , in the event that Executive has terminated his employment with the Company for reasons provided in Section 6 or is terminated by the Company Without Cause pursuant to Section 5(d), then upon the entry of a Confirmed Plan Order confirming a Confirmation Plan so long as such entry occurs no later than 2-1/2 months after the close of the calendar year in which such termination occurs (or 2  at such other time if necessary to comply with Section 409A of the Code and the Section 409A Rules). In all other cases, the bonus described in the preceding sentence shall not be due or payable; (c) The Executive shall also be entitled to such annual bonus, if any, as the Board or the Compensation Committee of WHX in its absolute discretion shall determine: and (d) The Executive shall be entitled to participate in such additional long term incentive plan as the Board shall deem appropriate in its sole and absolute discretion. 3. VACATION TIME. 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 any calendar year. 4. BENEFITS. The Executive shall receive all normal employee benefits available to employees of the Company including the following: (a) Health insurance coverage, if and to the extent provided to all other employees of the Company, for the Executive, (b) Vacation as provided in this Agreement; and (c) Retirement benefits as described in Towers Perrin's letter to Louis Klein, a member of the Board, dated December 12, 2003, which benefits shall be implemented as part of the Company's Pension Plan and pursuant to a separate unfunded agreement for those portions which cannot be funded under the Company's Pension Plan. 5. TERMINATION OF AGREEMENT BY THE COMPANY. This Agreement may be terminated by the Company immediately by providing notice to the Executive pursuant to Section 12 hereof upon the occurrence of any of the following: (a) For Cause (as defined below); (b) The death of the Executive; (c) The Disability (as defined below) of the Executive; or (d) Without Cause, upon written notice to the Executive. "Cause" shall mean: (i) the Executive's engaging in conduct which is materially injurious to the Company, its subsidiaries or affiliates, 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 any act which would constitute a felony (other than minor traffic violations); or (iii) the Executive's material breach of this Agreement. "Disability" shall mean: the Executive's absence from the full-time performance of his duties hereunder for at least ninety (90) days, whether or not consecutive, within any twelve (12) consecutive months as a result of any incapacity due to physical or mental illness. 3  6. TERMINATION OF AGREEMENT BY THE EXECUTIVE. This Agreement may be terminated by the Executive, by written notice to the Company, (i) within sixty (60) days following a material diminution of the Executive's position, duties, responsibilities or compensation with the Company (a "Material Diminution Termination Election") or (ii) within sixty (60) days following a Change in Control (as defined below) (a "Change in Control Termination Election"). In the case of a Material Diminution Termination Election by the Executive, the Company shall have ten (10) days following its receipt of written notice of termination from the Executive to cure such material diminution. If the Company does not cure such material diminution within the ten (10) days following its receipt of written notice of termination from the Executive pursuant to this Section 6, termination of Executive's employment shall be effective at the end of such ten (10) day period. In the event of a Change in Control Termination Election, the Company shall have ten (10) days following its receipt of written notice of termination from Executive to make a written request to Executive to continue his employment with the Company at his then-present annual base salary, applied on a pro-rata basis, for a period of sixty (60) days from the date of such written request. The Company shall be required to make the Severance Payment (as defined in Section 7(b) of this Agreement) to the Executive pursuant to the terms of Section 7(b) without regard to whether or not it sends such request to Executive. Upon timely receipt of such request from the Company, Executive shall continue his employment for such sixty (60) day period, at the end of which Executive's employment shall terminate. If the Company does not send such request, the termination of Executive's employment shall be effective at the end of such ten (10) day period. "Change in Control" shall mean: (i) the direct or indirect sale, lease, exchange or other transfer of all or substantially all of the assets of the Company or H&H to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons"), (ii) the merger, consolidation or other business combination of the Company with or into another corporation with the effect that the shareholders of WHX, as the case may be, immediately following the merger, consolidation or other business combination, hold 50% or less of the combined voting power of the then outstanding securities of the surviving corporation of such merger, consolidation or other business combination ordinarily (and apart from rights accruing under special circumstances) having the right to vote in the election of directors, (iii) the replacement of at least 50% of the Board over any period of two years or less, as compared to the directors who constituted the Board at the beginning of such period, and such replacement(s) shall not have been approved by a majority of the Board as constituted at the beginning of such period, or (iv) a person or Group of Persons shall, as a result of a tender or exchange offer, open market purchases, privately negotiated purchases or otherwise, have become the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of securities of WHX representing 50% or more of the combined voting power of the then outstanding securities of such corporation ordinarily (and apart from rights accruing under special circumstances) having the right to vote in the election of directors. 7. SEVERANCE AND OTHER PAYMENTS. (a) In the event that the Executive's employment is terminated at any time 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 Company agrees to pay the Executive a lump-sum cash payment equal to twice his then current annual base salary (the two year period following the end of 4  the Term, the "Severance Period"), and the Company shall have no further obligations to the Executive. Prior to and as a precondition to the payment of such amount, the Executive shall deliver to the Company a general release of the Company, its subsidiaries and affiliates, and each of their officers, directors, employees, agents, successors and assigns, in the form attached hereto as Exhibit A, and provide the Director Resignation (as defined below). Payment shall be made on the date ten (10) business days following the delivery by Executive of the general release described in the previous sentence and the Director Resignation, and if the general release and the Director Resignation is not so delivered within sixty (60) days of termination of the Executive's employment, no payment shall be due. In all other instances, including termination of the Executive's employment for Cause, termination pursuant to Sections 5(b) or 5(c), or if the Executive voluntarily leaves the employment of the Company (other than as provided in Section 6), the Executive shall not be eligible or entitled to, and the Company shall not be obligated to make, any payment following the Executive's termination, except as otherwise provided in Section 7(b), and the Company shall have no further obligations to the Executive. Executive agrees that upon the termination of his employment with the Company he shall immediately resign his positions, if any, as a director of the Company and each of its subsidiaries (the "Director Resignation"). (b) In the event that the Executive makes an election to terminate his employment pursuant to the terms of Section 6, and the Company does not cure such termination pursuant to the terms of the second sentence of Section 6, if applicable, the Executive shall be entitled to receive from the Company a lump-sum cash payment equal to twice his then current annual base salary (the "Severance Payment"), and the Company shall have no further obligation to the Executive. Prior to and as a precondition to the payment of the Severance Payment the Executive shall deliver to the Company a general release of the Company, its subsidiaries and affiliates, and each of their officers, directors, employees, agents, successors and assigns, in the form as attached hereto as Exhibit A, and provide the Director Resignation. The Severance Payment shall be made on the date ten (10) business days following the delivery by Executive of the general release described in the previous sentence and the Director Resignation, and if the general release and the Director Resignation is not so delivered within sixty (60) days of a written notice of the Executive's termination election, no payment shall be due. Executive agrees that upon the termination of his employment with the Company he shall immediately deliver the Director Resignation. (c) In the event that payments pursuant to Section 7 of this Agreement are subject to Section 409A of the Code, such payments will be made in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of Treasury and the Internal Revenue Service with respect thereto. 8. EXECUTIVE EXPENSES. Any ordinary and necessary expenses incurred by the Executive on behalf of the Company which are directly connected with or pertaining to the furtherance of the business of the Company shall be reimbursed to the Executive upon receipt by the Company, within thirty (30) days from the date of expense, of a written statement with receipts attached stating: (i) the amount of such expense; (ii) the time and place that the expense was incurred; (iii) the business purpose of the expense; and (iv) the business relationship to the Company of persons entertained, if any. 5  9. DISCLOSURE OF INFORMATION. (a) The Executive will not at any time, whether during or after the termination of his employment, divulge, use, furnish, disclose or make available to any person, association or company, any non-public information concerning the Company's business, including without limitation, its marketing plans and strategies, pricing policies, planned strategies related to sources of supply, methods of delivery, customer names, purchasing needs and/or priorities of customers, and the finances or financial information of the Company, so far as such information has come to his knowledge as a result of or subsequent to his employment by the Company, except to the extent the disclosure may be required by law or such information is in the public domain through no fault of the Executive. The Executive acknowledges that such information, including without limitation, information regarding the Company's customers, their purchasing needs and priorities, the Company's sources of supply, its business plans and financial condition, is non-public, proprietary, and confidential and that the disclosure of such information to the Company's competitors will cause the Company substantial harm. Executive shall keep secret all matters of such nature entrusted to him and shall not use or attempt to use any such information in any manner which may injure or cause loss to the Company. In addition, copies of all data files on Executive's own media must be deleted and a letter stating such must be sent to the Company. (b) Executive agrees that upon termination of his services hereunder he will immediately surrender and turn over to the Company all books, forms, records, reports, lists and all other papers and writings, including items storing computer memory, relating to the Company and its business and all other property belonging to the Company, it being understood and agreed that the same are solely the property of the Company. (c) The provisions of this Section will survive the expiration or earlier termination of the term of this Agreement. 10. COVENANTS NOT TO COMPETE OR INTERFERE. (a) From and after the termination of the Executive's employment, for a period of the greater of the Severance Period or twelve (12) months, the Executive will not (i) directly or indirectly, acquire, or make any offer to acquire, whether by merger, acquisition, reorganization, tender offer or otherwise, own any securities or other interest in, operate, join, control, or participate in, or be connected as an officer, employee, agent, independent contractor, partner, shareholder, or principal of any corporation, partnership, proprietorship, firm, association, person, or other entity engaged in a business which competes, directly or indirectly with the Company at the time of the termination of the Executive's employment under this Agreement (a "Competing Business") or which is being evaluated, or has been evaluated within the prior twelve months, by the Company or its advisors as a possible acquisition candidate by the Company or its subsidiaries. Notwithstanding the foregoing, the Executive may own up to 1% of the outstanding common stock of any class of common equity of a publicly traded corporation provided the Executive's role with the corporation is passive in nature. (b) During the Term, and during the period ending on the later of the end of the Severance Period or twelve (12) months from and after the end of the Term, the Executive will not directly or indirectly, as a sole proprietor, 6  member of a partnership or stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any person, firm or corporation, induce or solicit, or attempt to induce or solicit, any employee of the Company or its subsidiaries or affiliates to terminate his employment with the Company or in any way interfere with the relationship between the Company, or its subsidiaries or affiliates, and the employee, and will not solicit, hire, retain or enter into any business arrangements, with or enter into any discussion to do the same, with any person working for, or independent contractor of, the Company, or its subsidiaries or affiliates. It is understood that Executive is a general partner of Stonehill Partners, L.P. and such activities in connection therewith are permitted pursuant to Section 1(a) hereof. It is further acknowledged that nothing contained herein shall prohibit Executive from entering into any employment, partnership or other arrangements with Neale X. Trangucci and/or Neil D. Arnold at any time following the termination of Executive's employment hereunder for any reason so long as they do not engage in a Competing Business in violation of Section 10(a) hereof. (c) During the Term of this Agreement, and during the greater of the Severance Period or the 12-month period following the Term, the Executive will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of the Company if such action would have an adverse effect on the business, assets or financial condition of the Company, or its subsidiaries, or materially interfere with the relationship between any such person or entity and the Company, or its subsidiaries. (d) It is the desire and intent of the parties that the provision of this Section 10 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 10 shall be adjudicated to be invalid or unenforceable, this Section 10 shall be deemed amended to delete therefrom the portion this adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this Section 10 in the particular jurisdiction in which such adjudication is made. The provisions of this Section 10 will survive the expiration or earlier termination of the term of this Agreement. 11. INJUNCTIVE RELIEF. If there is a breach or threatened breach of the provisions of Sections 9 or 10 of this Agreement, the Company shall be entitled to an injunction restraining the Executive from such breach. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies for such breach or threatened breach. 12. NOTICES. All notices, requests, demands and other communications hereunder must be in writing and shall be deemed to have been duly given upon delivery if delivered by hand, sent by telecopier, facsimile or overnight courier, and three (3) days after such communication is mailed within the continental United States by first class certified mail, return receipt requested, postage prepaid, to the other party, in each case addressed as provided in the first section of this Agreement, with all notices to the Company to be sent to WHX, attention Corporate Secretary. Addresses may be changed by written notice sent to the other party at the last recorded address of that party. 7  13. INSURANCE. The Company may, at its election and for its benefit, insure the Executive against accidental loss or death, and the Executive shall submit to such physical examinations and supply such information as may be reasonably required in connection therewith. 14. AUTHORITY. The Executive represents and warrants that he is not subject to any agreement, instrument, order, judgment or decree of any kind or any other restrictive agreement of any character, which would prevent him from legally entering into this Agreement, or which would be breached by the Executive upon execution of this Agreement. The Executive agrees to indemnify and hold the Company harmless for any liability to the Company arising from a breach of this representation and warranty. 15. ASSIGNMENT. The services to be rendered and the obligations to be performed by the Executive under this Agreement are special and unique, and all such services and obligations and all of the Executive's rights under this Agreement are personal to the Executive and shall not be assignable and any purported assignment thereof shall not be valid or binding upon the Company. However, in the event of the Executive's death during the term of this Agreement, the Executive's estate shall be entitled to receive salary and any other payment due and accrued through the date of the Executive's death and all payments due to the Executive pursuant to the provisions of Section 7. The Company may assign this Agreement and all of its rights under this Agreement to any person, firm or corporation succeeding to the business of the Company, provided said company shall assume (by contract or operation of law) the Company's obligations under this Agreement, at which point the Company shall be relieved of their obligations hereunder. 16. CERTAIN LIMITATIONS. Notwithstanding any other provision of this Agreement, the payments or benefits to which Executive will be entitled under this Agreement will be reduced to the extent necessary so that Executive will not be liable for the federal excise tax levied on certain "excess parachute payments" under section 4999 of the Code on any payment or benefits to which Executive is otherwise entitled under this Agreement or any other plan or agreement with the Company. 17. PAYMENTS; EXPENSES. (a) WHX and H&H shall be jointly and severally liable for all amounts to be paid to Executive hereunder. (b) The Company will reimburse Executive for his legal fees in connection with the negotiation of this Agreement, provided such legal fees shall not exceed $3,000 in the aggregate with the legal fees of Neale Trangucci and Neil Arnold. (c) The Company agrees to maintain in full force and effect all director and officer liability insurance policies presently in effect pursuant to their terms, and to not cancel any such policy unless a new policy is substituted that has substantially equivalent coverage, unless the cost to maintain such insurance, in the reasonable discretion of the Company, becomes excessive. 8  (d) If Executive should incur any expenses in connection with the (i) enforcement of any rights of the Executive hereunder, including but not limited to, any amounts due the Executive hereunder, or (ii) defense of any claims, whether by legal proceedings or otherwise, for any amounts paid by the Company, directly or indirectly, to the Executive whether pursuant to the Agreement or otherwise, Executive shall be entitled to receive pursuant to clause (i) or (ii) above, as and when requested from time to time, whether or not there has been an adjustment of any claims hereunder, in addition to the amounts payable hereunder, all reasonable costs of defense or collection, including attorneys' fees and disbursements, court costs, and any other such expenses which might be incurred. (e) The Company hereby agrees to indemnify and hold harmless Executive to the fullest extent permitted by the Certificate of Incorporation and By-laws, as currently in effect, and in accordance with Delaware General Corporation Law, as amended from time to time (the "DGCL"), or any other applicable law as may be amended from time to time, against any and all amounts which he is or becomes obligated to pay because of any charge, claim or claims, whether civil or criminal, made against him because of any act or omission or neglect or breach of duty, including any actual or alleged error or misstatement or misleading statement or other act done or wrongfully attempted, which he commits or suffers while acting in his capacity as an officer or director of the Company or an affiliate thereof and because of his being such an officer or director. The payments which the Company will be obligated to make hereunder shall include but shall not be limited to all expenses (including attorney's fees), damages, judgments, fines, settlements and costs, cost of investigation and costs of defense of actual or threatened legal actions, claims or judicial administrative or other proceedings and appeals therefrom and costs of attachment or similar bonds and shall be payable within 30 days after the Executive has given the Company a written claim for such funds; provided, however, that the Company shall not be obligated to pay fines or other obligations or fees imposed by law or otherwise which is prohibited by applicable law from paying as indemnity. To the full extent so permitted, the foregoing shall apply to actions by or in the right of the Company and require the Company to pay expenses, including bail bonds, if any, in advance of final disposition as set forth above. (f) The Company shall not be liable under this Agreement to make any payment in connection with any claim under Section 17(e) above: (i) for which payment is actually made to the Executive under a valid and collectable Company insurance policy, which premiums are paid by the Company or any of its affiliates, except in respect of any deductible and excess beyond the amount of payment under such insurance; (ii) for which the Executive is indemnified by the Company otherwise than pursuant to this Agreement, provided such amount has previously been paid to the Executive; (iii) based upon or attributable to the Executive gaining in fact any personal profit or advantage to which he was not legally entitled; 9  (iv) for an accounting of profits in fact made from the purchase or sale by the Executive of securities of the Company within the meaning of applicable law; (v) brought about or contributed to by the dishonesty of the Executive seeking payment hereunder; provided, however, notwithstanding the foregoing, the Executive shall be protected under this Agreement as to any claims upon which suit may be brought against him by reason of any alleged dishonesty on his part, unless a judgment or other final and nonappealable adjudication thereof adverse to the Executive shall establish that he committed acts of active and deliberate dishonesty with actual dishonest purpose and intent, which acts were material and an essential element to the cause of actions so adjudicated; and (vi) by an Executive who acts as a plaintiff suing other directors or officers of the Company or its affiliates. 18. WAIVER OF BREACH. The waiver of either the Company or the Executive of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by either the Company or the Executive. 19. AMENDMENTS. No amendments or variations of the terms and conditions of this Agreement shall be valid unless the same is in writing and signed by all of the parties thereto. 20. COMPLETE AGREEMENT. This Agreement constitutes the entire understanding between the parties hereto relating to the matters contained, and supersedes any prior contracts or understandings, oral or written, relating to the employment of the Executive. 21. HEADINGS. The section headings contained herein are for convenience only and shall not in any way affect the interpretations or enforceability of any provision of this Agreement. 22. SEVERABILITY. The invalidity or unenforceability of any provision of this Agreement, whether in whole or in part, shall not in any way affect the validity and/or enforceability of any other provision herein contained. Any invalid or unenforceable provision shall be deemed severable to the extent of any such invalidity or unenforceability. 23. COUNSEL. It is understood and agreed that Executive has been represented by counsel of his choosing in connection with this Agreement. 24. GOVERNING LAW. This Agreement and all matters concerning its interpretation, performance, or the enforcement hereof, shall be governed in accordance with the laws of the State of New York without regard to principles of conflict of law. 25. JURISDICTION. Each of the parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any court of competent jurisdiction of the State of New York or any court of competent jurisdiction of the United States of America sitting in the County of New York, State of New York, and any appellate court thereof, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in any such New York State 10  or, to the extent permitted by law, in such federal court. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent either of them may legally and effectively do so, any objection that either of them may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York state or federal court in New York County. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereto irrevocably waives the right to trial by jury and each of the parties irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 12. 26. COUNTERPARTS. This Agreement may be executed in more than one counterpart and each counterpart shall be considered an original. 11  IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written. /s/ Stewart E. Tabin ---------------------------------------- STEWART E. TABIN WHX CORPORATION By: /s/ Neale X. Trangucci ------------------------------------ Name: Neale X. Trangucci Title: Chief Executive Officer HANDY & HARMAN By: /s/ Daniel Murphy ------------------------------------ Name: Daniel Murphy Title: President 12