AMENDMENT
Amendment dated as of February 26, 1998 between Handy &
Xxxxxx, a New York corporation (the "Company"), and Xxxxxx X. XxXxxxx ("Execu-
tive").
WHEREAS, the Company and Executive are parties to a
supplemental agreement dated as of May 14, 1997 (the "Supplemental
Agreement"), providing for certain payments to be made to Executive on a
Change of Control (as defined in the Supplemental Agreement) of the Company;
WHEREAS, the Company and Executive desire to amend the
Supplemental Agreement as hereinafter provided;
NOW THEREFORE, the Company and Executive agree that the
following shall be added as Section 7 of the Agreement:
7. Arbitration; Certain Costs. Any dispute or controversy
between Company and Executive, whether arising out of or relating to
the Agreement, the breach of the Agreement, or otherwise, shall be
settled by arbitration administered by the American Arbitration
Association in accordance with its Commercial Rules then in effect
and judgment on the award rendered by the arbitrator may be entered
in any court having jurisdiction thereof. Such arbitration shall take
place in the New York City metropolitan area. The arbitrator shall
have the authority to award any remedy or relief that a court of
competent jurisdiction could order or grant, including, without
limitation, the issuance of an injunction. However, either party may,
without inconsistency with this arbitration provision, apply to any
court having jurisdiction over such dispute or controversy and seek
interim provisional, injunctive or other equitable relief until the
arbitration award is rendered or the controversy is otherwise
resolved. Company shall reimburse Executive, upon demand, for all
costs and expenses (including without limitation attorneys' fees)
reason ably incurred by Executive in good faith in connection with
this arbitration provision, including without limitation in
connection with any such application undertaken by Executive in good
faith, as well as for all such costs and expenses reasonably incurred
by Executive in connection with entering and/or enforcing the award
rendered by the arbitrator. Except as necessary in court proceedings
to enforce this arbitration provision or an award rendered hereunder,
or to obtain interim relief, neither a party nor an arbitrator may
disclose
the existence, content or results of any arbitration hereunder
without the prior written consent of Company.
IN WITNESS WHEREOF, the Company has caused this Amendment to
be duly executed and Executive has hereunto set his hand, as of the date first
set forth above.
HANDY & XXXXXX
By: /s/ Xxxxx X. Xxxxxxxxx
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As its: Vice Chairman
/s/ Xxxxxx X. XxXxxxx
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Xxxxxx X. XxXxxxx