Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 10, 2023, Steel Partners Holdings L.P. (the "Company") filed a current report on Form 8-K announcing that on January 5, 2023, Mr. Gordon Walker, Senior Vice President of the Company, notified the Company of his intention to resign from his position with the Company, effective as of January 20, 2023.

In connection with his termination of employment, on January 20, 2023, Mr. Walker and the Company entered into a Separation Agreement and General Release (the "Separation Agreement"), effective January 27, 2023 (the "Effective Date"). Under the terms of the Separation Agreement, Mr. Walker is entitled to receive the following separation benefits (subject to applicable withholdings): (1) a lump sum cash payment equal to $2,115,000; and (2) if Mr. Walker timely elects (pursuant to COBRA) continued group health insurance coverage for himself and his eligible dependents, monthly reimbursements of COBRA premiums actually paid for the three months following the Effective Date. The Separation Agreement also provides for (i) the continued effectiveness of the Bonus, Confidentiality, and Non-Solicitation Agreement signed by Mr. Walker on or about July 11, 2022 (the form of which was filed as Exhibit 10.3 to the Company's current report on Form 8-K filed on August 22, 2022), (ii) a customary general release of claims, and (iii) customary confidentiality, cooperation and non-disparagement provisions. The foregoing description of the Separation Agreement is only a summary and is qualified in its entirety by the full text of the Separation Agreement, a copy of which is attached hereto as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.   Description
10.1            Separation Agreement and General Release, dated as of January 20,
              2023, between the Company and Gordon Walker.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).




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