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EXHIBIT 10.9
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The Company executed 1 year, 1 1/2 year, and 2 year Change of Control Agreements
as of September 1, 1996 with the following individuals:
1 YEAR AGREEMENTS
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Xxxxxx X. Xxxx - General Manager, Amcast Automotive - Brake & Chassis Division
Xxxxx X. Xxxx - Vice President of Purchasing
Xxxx X. Xxxxxxx - President, Casting Technology Company
Xxxx Xxxxxxx - General Manager, Amcast Automotive - Wheel Division
1 1/2 YEAR AGREEMENTS
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Xxxxxxx X. Xxxx - Vice President and Controller
J. Xxxxxxx Xxxxxxx - President, Amcast Precision
2 YEAR AGREEMENTS
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Xxxxxx X. Xxxxxxx - Senior Vice President of Operations, Amcast Automotive
Xxxxx X. Xxxx - Vice President, General Counsel and Secretary
Xxxxx X. Xxxxxx - Vice President and General Manager, Elkhart Industrial
Division
Xxxxxxx X. Xxxxxxx - Treasurer
Xxxxxxx X. Xxxxxx - President, Amcast Flow Control
Xxxxxx X. Xxxxxx - President, Amcast Automotive
Xxxxxxx X. Xxxxx - Vice President, Finance
All executed Change of Control Agreements are identical to the example attached
except for the percentage which appears in Item 5(B)(i)(b). The percentage
equals 100%, 150%, and 200% for a 1 Year Agreement, 1 1/2 Year Agreement, and 2
Year Agreement, respectively.
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September 1, 1996
Xx. Xxxxxx X. Xxxxxxx
0000 Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Dear Xx. Xxxxxxx:
Amcast Industrial Corporation, an Ohio corporation (the "Company"), considers
the establishment and maintenance of a sound and vital management to be
essential to protecting and enhancing the best interests of the Company and its
shareholders. In this connection, the Company recognizes that, as is the case
with many publicly held corporations, the mere possibility of a change in
control may raise distracting and disrupting uncertainties and questions among
management personnel, may interfere with their whole-hearted attention and
devotion to the performance of their duties, and may even lead to their
departure, all to the detriment of the best interests of the Company and its
shareholders. Accordingly, the Board of Directors of the Company (the "Board")
has determined that the best interests of the Company and its shareholders would
be served by assuring to certain executives of the Company, including yourself,
the protection provided by an agreement which defines the respective rights and
obligations of the Company and the executive in the event of termination of
employment subsequent to a change in control of the Company.
In order to induce you to remain in the employ of the Company, this letter
agreement sets forth the severance benefits which the Company agrees will be
provided to you in the event your employment with the Company [or, in the case
of a transaction described in clause (iv) of paragraph 2, with the successor to
the Company (a "Successor")] is terminated subsequent to a "change in control of
the Company" under the circumstances described below.
Except where the context otherwise indicates, the term "Company" hereinafter
includes the Company and any Successor.
1. OPERATION AND TERM OF AGREEMENT. This agreement, although effective
immediately, shall not become operative unless and until there has been a
change in control of the Company. None of the provisions of this agreement
shall be applicable
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to any termination of your employment, however occurring, which is effective
prior to a change in control of the Company. This agreement shall continue
until the later of December 31, 2000 or two years after the occurrence of a
change in control of the Company, provided such change in control occurs on
or before December 31, 2000, subject to extension beyond that date by mutual
written consent. The Company will review this agreement with you between
January 1, 2000 and July 31, 2000, for the purpose of determining whether or
not an extension beyond December 31, 2000 is mutually agreeable and, if so,
on what basis and for how long.
2. CHANGE IN CONTROL. No benefits shall be payable hereunder unless there shall
have been a change in control of the Company, as set forth below, and your
employment with the Company shall thereafter have been terminated in
accordance with paragraph 3 below. For purposes of this agreement, a "change
in control of the Company" shall mean and be deemed to have occurred on (i)
the date upon which the Company is provided a copy of a Schedule 13D, filed
pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the "1934
Act"), indicating that a group or person, as defined in Rule 13d-3 under the
1934 Act, has become the beneficial owner of 20% or more of the outstanding
Voting Shares of the Company or the date upon which the Company first learns
that a person or group has become the beneficial owner of 20% or more of the
outstanding Voting Shares of the Company if a Schedule 13D is not filed; (ii)
the date of a change in the composition of the Board of Directors of the
Company such that individuals who were members of the Board of Directors on
the date two years prior to such change (or who were subsequently elected to
fill a vacancy in the Board, or were subsequently nominated for election by
the Company's shareholders, by the affirmative vote of at least two-thirds of
the directors then still in office who were directors at the beginning of
such two year period) no longer constitute a majority of the Board of
Directors of the Company; (iii) the date the shareholders of the Company
approve a merger or consolidation of the Company with any other corporation,
other than a merger or consolidation which would result in the holders of the
Voting Shares of the Company outstanding immediately prior to the merger or
consolidation continuing to own immediately after the merger or consolidation
80% or more of the Voting Shares of the Company or the surviving entity, if
the Company is not the surviving entity in the merger or consolidation; or
(iv) the date shareholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all the Company's assets. "Voting Shares"
means any securities of the Company which vote generally in the election of
directors.
3. TERMINATION FOLLOWING CHANGE IN CONTROL.
(A) If any of the events described in paragraph 2 constituting a change in
control of the Company shall have occurred, then upon any subsequent
termination of your
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employment at any time within two years following the occurrence of such
event, you shall be entitled to the benefits provided by this agreement,
as set forth in paragraph 5, unless such termination is (i) by the
Company for Cause or because of your Disability, or (ii) because of your
Retirement, or (iii) by you other than for Good Reason, or (iv) because
of your death.
(B) As used in this agreement, the terms "Cause", "Retirement", "Good
Reason", and "Disability" shall have the meanings set forth below:
(i) CAUSE. "Cause" shall mean (a) the willful and continued failure by
you to substantially perform your duties with the Company (other
than any such failure resulting from your physical or mental
illness or other physical or mental incapacity), after a demand
for substantial performance is delivered to you by the Board which
specifically identifies the manner in which the Board believes
that you have not substantially performed your duties, or (b) the
willful engaging by you in gross misconduct which is materially
and demonstrably injurious to the Company resulting or intended to
result, directly or indirectly, in substantial personal gain or
substantial personal enrichment at the expense of the Company. For
purposes of this subparagraph, no act, or failure to act, on your
part shall be considered "willful" unless done, or omitted to be
done, by you not in good faith and without reasonable belief that
your action or omission was in the best interests of the Company.
Notwithstanding the foregoing, Cause shall not be deemed to exist
unless and until there shall have been delivered to you a copy of
a resolution duly adopted by the affirmative vote of not less than
three-fourths of the number of directors then in office at a
meeting of the Board called and held for that purpose (after
reasonable notice to you and an opportunity for you, together with
your counsel, to be heard before the Board), finding that in the
good faith opinion of the Board you were guilty of conduct set
forth above in clauses (a) or (b) of the first sentence of this
subparagraph and specifying the particulars thereof in detail.
(ii) RETIREMENT. "Retirement" shall mean cessation of your employment
in accordance with the Company's retirement policy (including
early retirement) generally applicable to salaried employees, or
in accordance with any retirement arrangement with respect to you
established with your consent.
(iii) GOOD REASON. "Good Reason" shall mean:
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(a) The assignment to you of any duties inconsistent with your
position, duties, responsibilities and status with the Company
immediately prior to a change in control of the Company, or a
change in your responsibilities, as in effect immediately prior to
a change in control of the Company, which materially diminishes
your responsibilities with the Company when considered as a whole,
or any removal of you from or any failure to re-elect you to any
of such positions or offices; provided, however, that the
foregoing shall not constitute Good Reason if done in connection
with termination of your employment because of your Retirement, or
by the Company for Cause or because of your Disability, or by you
other than for Good Reason.
(b) A reduction by the Company of your then current annual base salary
or, if higher, your annual base salary as in effect at the time of
the change in control of the Company.
(c) Failure by the Company to continue in effect any benefit,
incentive compensation, pension, employee stock ownership, stock
option, life insurance, medical, health and accident, or
disability plan in which you are participating at the time of a
change in control of the Company or plans providing you with
substantially similar benefits, or the taking of any action by the
Company which would adversely affect your participation in or
materially reduce your benefits under any of such plans or deprive
you of any material fringe benefit enjoyed by you at the time of
the change in control of the Company, or the failure by the
Company to provide you with the number of paid vacation days to
which you would then be entitled in accordance with the Company's
vacation policy in effect at the time of the change in control of
the Company.
(d) The relocation of the Company's principal executive offices to a
location outside Xxxxxxxxxx County, Ohio, if at the time of a
change in control of the Company you are based at the Company's
principal executive offices.
(e) The Company's requiring you to be based anywhere other than the
location where you are based at the time of a change in control of
the Company, if the same requires you to relocate your principal
residence; or, in the event you consent to being based anywhere
other than such location, the failure by the Company to pay (or
reimburse you for) all reasonable moving expenses incurred by you
relating to a change of your principal residence in connection
with such relocation
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and to indemnify you against any loss [defined as the difference
between the higher of (1) your aggregate investment in such
residence or (2) the fair market value of such residence, as
determined by a real estate appraiser designated by you and
reasonably satisfactory to the Company, and the actual sale price
of such residence after the deduction of all real estate brokerage
charges and related selling expenses] realized upon the sale of
such residence in connection with any such change of residence.
(f) The Company's requiring you to perform duties or services which
necessitate absence overnight from your place of residence,
because of travel involving the business or affairs of the
Company, to a degree not substantially consistent with the extent
of such absence necessitated by such travel during the period of
twelve months immediately preceding a change in control of the
Company, except to the extent that such travel or absence is in
connection with the finalization of the transaction resulting in
the change of control, and does not continue for more than 90 days
after the final closing of the transaction.
(g) The failure of the Company to obtain the assumption of this
agreement by any Successor as provided in paragraph 7 hereof.
(h) The Company's termination of your employment without satisfying
any applicable requirements of paragraph 4 and subparagraph B (i)
above.
(iv) DISABILITY. "Disability" shall mean your inability to perform the
duties required of you on a full-time basis for a period of six
consecutive months because of physical or mental illness or other
physical or mental disability or incapacity, followed by the Company
giving you thirty days' written notice of its intention to terminate
your employment by reason thereof, and your failure because of physical
or mental illness or other physical or mental disability or incapacity
to resume the full-time performance of your duties within such period
of thirty days and thereafter perform the same for a period of two
consecutive months.
(C) During any period of time subsequent to a change in control of the
Company, if you fail to perform your duties as a result of physical or
mental illness or other physical or mental disability or incapacity, you
shall continue to receive your full salary at your annual base salary
rate then in effect, together with incentive compensation (as defined in
paragraph 5A accrued but not paid prior to your Date of Termination) as
defined in paragraph 4 until you return to work or your
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employment with the Company is terminated; provided, however, that any
amount otherwise payable for any period of time pursuant to this
subparagraph (C) shall be reduced by any payment or payments you receive
for such period of time under any employee salary continuation plan or
employee disability insurance plan maintained by the Company no part of
the cost of which was paid or is payable by you.
(D) If subsequent to a change in control of the Company your employment is
terminated by the Company for Cause, the Company shall pay you your full
salary through the Date of Termination at your annual base salary rate in
effect at the time Notice of Termination is given, and you shall also
receive all accrued or vested benefits of any kind to which you are, or
would otherwise have been, entitled through the Date of Termination (as
defined in paragraph 4), and the Company shall thereupon have no further
obligation to you under this agreement.
4. NOTICE AND DATE OF TERMINATION.
(A) Any termination of your employment subsequent to a change in control of
the Company shall be consummated by written Notice of Termination given
to the other party. For purposes of this agreement, "Notice of
Termination" shall mean a notice which indicates the specific termination
provision or provisions in this agreement relied upon, if any, and sets
forth in reasonable detail the facts and circumstances claimed to provide
a basis for termination of your employment.
(B) "Date of Termination" shall mean (i) if your employment is terminated by
the Company for Cause, the date specified in the Notice of Termination or
the date on which the meeting of the Board referred to in subparagraph
3(B)(i) is concluded, whichever date is the later; or (ii) if your
employment is terminated for any other reason, the date on which Notice
of Termination is given or the effective date specified in the Notice,
whichever is later. For purposes of this agreement, termination of your
employment shall be deemed to have occurred within two years following
the occurrence of a change in control of the Company if the Date of
Termination is within such two year period.
5. COMPENSATION AND BENEFITS UPON TERMINATION.
(A) "Incentive Compensation" shall mean the annual cash payment awarded under
the Annual Incentive Program (AIP) or other plan which replaces the AIP
but not including any awards under any stock option, stock grant, stock
rights, or
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similar plan or any award under any company sponsored profit sharing,
pension, 401k, or similar savings plan.
(B) The compensation and benefits to be provided to you pursuant to paragraph
3 of this agreement upon termination of your employment with the Company
under specified circumstances within two years following a change in
control of the Company include the following:
(i) Subject to the provisions of paragraph 8 hereof, the Company
shall pay to you as severance pay in a lump sum in cash on
the Date of Termination, the following amounts:
(a) Your full salary through the Date of Termination at your
annual base salary rate in effect at the time Notice of
Termination is given; and also the amount of Incentive
Compensation to any completed period or periods which has
been earned by or awarded to you but which has not yet
been paid to you.
(b) In lieu of any further salary payments to you for periods
subsequent to the Date of Termination, an amount (the
"Additional Compensation Payment") equal to two hundred
percent (200%) of the sum of your annual base salary at
the rate in effect as of the Date of Termination (or, if
higher, at the rate in effect at the time of the change in
control) plus an amount equal to two hundred percent
(200%) of the average annual amount awarded to you as
Incentive Compensation for the two years immediately
preceding the year during which the Date of Termination
occurs (whether or not fully paid).
(c) An amount in cash equal to the aggregate spread between
the exercise prices of all options granted to you under
the Company's existing stock option plans or any stock
option plan adopted by the Company subsequent to the date
hereof ("Options") which are then outstanding, whether or
not then fully exercisable, and the higher of (a) the Fair
Market Value of Common Share of the Company ("Company
Shares") on the Date of Termination or (b) the average
price per Company Share actually paid by the acquiring
party in connection with any change in control of the
Company. As used in this subparagraph, "Fair Market Value"
shall mean (1) in the event the Company Shares are listed
on any exchange or in the NASD National Market System, the
last sale price on such exchange or System on the Date of
Termination (or last trading date prior thereto) or, if
there are no sales on such date, the mean between the
representative bid and asked prices for Company
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Shares on such exchange or System at the close of business on
such date or (2) in the event that there is then no public
market for the Company Shares or that trading in the
Company Shares is sporadic and the mean between any bid
and asked prices is not representative of fair market
value, the fair market value of the Company Shares
determined in accordance with ss.2031-2(f) of the Treasury
Regulations or any successor provision thereto. Any Option
for which payment is made as prescribed in this
subparagraph (c) shall be canceled effective upon the
making of such payment.
(d) All legal fees and expenses reasonably incurred by you in
good faith as a result of such termination (including all
such fees and expenses, if any, incurred in contesting or
disputing any such termination or in seeking to obtain or
enforce any right or benefit provided by this agreement).
(e) Interest at the rate of 10 percent per annum, compounded
daily from the due date of any payment required to be made
by the company under any provision of the agreement
through the date such payment is actually made.
(ii)The Company shall, at its expense, maintain in full force
and effect for your continued benefit all life insurance,
medical, health, and accident plans, programs and
arrangements in which you were entitled to participate at
the time of the change in control, provided that your
continued participation is possible under the terms of such
plans, programs and arrangements. In the event that the
terms of any such plan, program, or arrangement do not
permit your continued participation or that any such plan,
program or arrangement has been or is discontinued or the
benefits thereunder have been or are materially reduced, the
Company shall arrange to provide, at its expense, benefits
to you which are substantially similar to those which you
were entitled to receive under such plan, program or
arrangement at the time of the change in control. The
Company's obligation under this subparagraph (ii) shall
terminate on the earliest of the following dates: (a) the
second anniversary date of the Date of Termination, (b) the
date an essentially equivalent and no less favorable benefit
is made available to you by a subsequent employer or (c) the
date that would have been your normal retirement date under
the Company's defined benefit pension plan for salaried
employees had your remained employed by the Company.
(iii) In the event that because of their relationship to you,
members of your family or other individuals are covered by
any plan, program, or
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arrangement described in subparagraph (ii) above immediately prior
to the Date of Termination, the provisions set forth in
subparagraph (ii) shall apply equally to require the continued
coverage of such persons; provided, however, that if under the
terms of any such plan, program or arrangement any such person
would have ceased to be eligible for coverage during the period in
which the Company is obligated to continue coverage for you,
nothing set forth herein shall obligate the Company to continue to
provide coverage for such person beyond the date such coverage
would have ceased even if you had remained an employee of the
Company.
(iv)The Company shall enable you to purchase the automobile, if
any, which the Company was providing for your use at the
time Notice of Termination was given at the wholesale value
as set out in the latest Black Book published by National
Auto Research Division of Hearst Business Media Corporation,
of such automobile at such time.
(B) If an event constituting Good Reason shall occur, you shall be entitled
to the compensation and benefits described in (A) above only if you give
a Notice of Termination with respect thereto within 90 days after the
occurrence of such event, regardless of whether there has been an
intervening termination of your employment by the Company or otherwise.
(C) You shall not be required to mitigate the amount of any payment provided
for in this agreement by seeking other employment or otherwise; provided,
however, that in the event that you shall obtain other employment at any
time within two years immediately following your Date of Termination, 20%
of all earnings obtained by reason of such other employment during the
two year period immediately following your Date of Termination shall be
payable to the Company in full satisfaction of any obligation you have to
mitigate payment made to you by the Company. Upon obtaining any such
other employment, you, within thirty (30) days thereof, shall notify the
Company in writing of such other employment and the aggregate
compensation (including Incentive Compensation, bonuses and all other
forms of cash and contingent remuneration) to which you will be entitled.
During each of the two years immediately following your Date of
Termination, you shall provide the Company, on or before April 15 of each
year following such year, a photostatic copy of your federal income tax
return (including all schedules and exhibits thereto), as filed with the
Internal Revenue Service for the preceding calendar year.
6. RIGHTS AS FORMER EMPLOYEE. Nothing contained in this agreement shall be
construed as preventing you, and shall not prevent you, following any
termination of
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your employment whether pursuant to this agreement or otherwise, from
thereafter participating in any benefit or insurance plans, programs or
arrangements (including without limitation, any retirement plans or
programs) in the same manner and to the same extent that you would have
been entitled to participate as a former employee of the Company had this
agreement not have been executed, except, however, you shall not be
entitled to any severance payments under any severance pay programs of the
Company (other than this agreement) if you are paid the benefits provided
for under this agreement.
7. SUCCESSORS. The Company shall require any Successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the Company, by
agreement in form and substance satisfactory to you, to expressly assume
and agree to perform this agreement in the same manner and to the same
extent that the Company would be required to perform it if no such
succession had taken place. Failure of the Company to obtain such agreement
prior to the effectiveness of such succession shall be a breach of this
agreement and shall entitle you to compensation from the Company in the
same amount and on the same terms as you would be entitled hereunder if you
terminated your employment for Good Reason, except that for purposes of
implementing the foregoing, the date on which any such succession becomes
effective shall be deemed the Date of Termination.
This agreement shall inure to the benefit of and be enforceable by your
personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees. If you should die while any
amounts would still be payable to you hereunder if you had continued to
live, all such amounts, unless otherwise provided herein, shall be paid to
such beneficiary or beneficiaries as you shall have designated by written
notice delivered to the Company prior to your death or, failing such
written notice, to your estate.
8. UNAUTHORIZED DISCLOSURE; INVENTIONS.
(A) During the period of your employment hereunder, and for a period of
five (5) years following the termination of such employment, you hereby
agree that you will not, without the written consent of the Board or a
person authorized thereby, disclose to any person, other than an
employee of the Company, a person to whom disclosure is reasonably
necessary or appropriate in connection with the performance by you of
your duties as an executive of the Company or pursuant to any order or
process of any court or regulatory agency, any material confidential
information obtained by you while in the employ of the Company with
respect to any of the Company's products, improvements, formulae,
designs or styles, processes, customers, methods of distribution or
methods of
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manufacture; provided, however, that confidential information shall not
include any information known generally to the public (other than as a
result of unauthorized disclosure by you) or any information of a type
not otherwise considered confidential by persons engaged in the same
business or a business similar to that conducted by the Company.
(B) INVENTIONS. Any and all inventions made, developed or created by you
(whether at the request or suggestion of the Company or otherwise,
whether alone or in conjunction with others, and whether during regular
hours of work or otherwise) during the period of your employment by the
Company, which may be directly or indirectly useful in, or relate to,
the business of or tests being carried out by the Company or any of its
subsidiaries or affiliates, will be promptly and fully disclosed by you
to an appropriate executive officer of the Company and shall be the
Company's exclusive property as against you, and you will promptly
deliver to an appropriate executive officer of the Company all papers,
drawings, models, data and other material relating to any invention
made, developed or created by you as aforesaid.
You will, upon the Company's request and without any payment
therefor, execute any documents necessary or advisable in the
opinion of the Company's counsel to direct issuance of patents to
the Company with respect to such inventions as are to be the
Company's exclusive property as against you under this subsection
(b) or to vest in the Company title to such inventions as against
the Executive, the expense of securing any patent, however, to be
borne by the Company.
(C) The foregoing provision of this Section 8 shall be binding upon the
Executive's heirs, successors and legal representatives.
9. SAVINGS CLAUSE.
(A) The Deficit Reduction Act of 1984 added Section 280G to the Internal
Revenue Code of 1954, as amended (the "Code"). Section 280G imposes a
20% excise tax on excessive compensation received by, and denies a
deduction to the corporation for the amount of excess compensation paid
to, employees who are officers, shareholders, or highly compensated
individuals as a result of a change in the ownership or effective
control of the corporation or in the ownership of a substantial portion
of the assets of the corporation. In general, payments to an individual
that are contingent on a change in control will not be treated as
excessive if such payments do not exceed three times the average annual
compensation received by such individual over the five calendar years
preceding the year in which the change in control occurred. The
provisions in
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subparagraph (B) of this paragraph 8 are designed to maximize the
amounts payable to you pursuant to this agreement or otherwise which
are contingent upon a change of control of the Company.
(B) In the event that it is determined that any payment by the Company to
or for your benefit (whether paid or payable pursuant to the terms of
this agreement or otherwise) would be subject to the 20% tax pursuant
to Section 4999 of the Code, then the aggregate present value of
amounts payable to or for your benefit pursuant to this agreement (such
payments pursuant to this agreement are hereinafter referred to as
"Agreement Payments") shall be reduced to the Reduce Amount. For
purposes of this subparagraph, the "Reduced Amount" shall be defined as
an amount expressed in present value which maximizes the aggregate
present value of Agreement Payments without causing any payments to be
subject to the 20% tax pursuant to Section 4999 of the Code.
10. NOTICES. All notices required or permitted to be given under this
agreement shall be in writing and shall be mailed (postage prepaid by
either registered or certified mail) or delivered, if to the Company,
addressed to:
Amcast Industrial Corporation
0000 Xxxxxxxxxx Xxxxxxx Xxxxx
Xxxxxx, Xxxx 00000
Attention: Chief Executive Officer
and if to you, addressed to:
Xxxxxx X. Xxxxxxx
0000 Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Either party may change the address to which notices to such party are to
be directed by giving written notice of such change to the other party in
the manner specified in this paragraph. All notices, including without
limitation, any Notice of Termination, shall be deemed to have been given
upon the date of actual receipt of the recipient party.
11. ARBITRATION. Any dispute or controversy arising out of or relating to this
agreement shall be settled by arbitration in Dayton, Ohio, in accordance
with the rules then obtaining of the American Arbitration Association, and
judgment may be entered on the arbitrator's award in any court having
jurisdiction.
12. MISCELLANEOUS. No provision of this agreement may be modified, waived, or
discharged unless such waiver, modification or discharge is agreed to in
writing,
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signed by you and such officer of the Company as may be specifically
designated by the Board. No waiver by either party hereto at any time of
any breach by the other party hereto of, or of compliance by such other
party with, any condition or provision of this agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time. No
agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which
are not set forth expressly in this agreement.
13. GOVERNING LAW. The validity, interpretation, construction and performance
of this agreement shall be governed by the laws of the State of Ohio,
without giving effect to the principles of conflicts of law thereof.
14. VALIDITY. The invalidity or unenforceability of any provision of this
agreement shall no affect the validity or enforceability of any other
provision, which shall remain in full force and effect.
If this letter correctly sets forth our agreement on the subject matter hereof,
please so confirm by signing and returning the enclosed copy.
Very truly yours,
AMCAST INDUSTRIAL CORPORATION
By /s/ Xxxx X. Xxxxx
-----------------------------------
Xxxx X. Xxxxx
President and Chief Executive Officer
Confirmed to and agreed:
/s/ Xxxxxx X. Xxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxx
September 21, 1996
-------------------------------
Date
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