Exhibit 10.12.1
AMENDMENT TO CONSULTING AGREEMENT
THIS AMENDMENT TO CONSULTING AGREEMENT ("Amendment") is entered into
effective April 8, by and between Amcast Industrial Corporation, a corporation
duly organized and existing under the laws of the State of Ohio, with a place of
business at 0000 Xxxxxxxxxx Xxxxxxx Xxxxx, Xxxxxx, Xxxx 00000, hereinafter
referred to as "Amcast", and Xxx X. Xxxxxxxx, residing at 00000 Xxxxx 000xx Xxx,
Xxxxxxxxxx, Xxxxxxx 00000, hereinafter referred to as "Consultant."
RECITALS
A. On February 15, 2001, Amcast elected Consultant its Chairman of the Board and
retained Consultant to provide executive consulting services to Amcast and Xxxxx
X. Xxxx, its newly elected President, Chief Executive Officer and director,
following the resignation of Xxxx X. Xxxxx. Consultant was retained for three
(3) years at $200,000 per year payable monthly pursuant to a Consulting
Agreement (the "Agreement").
B. Effective April 8, 2002, Amcast elected Xxxxxx X. Xxxxx as its President,
Chief Operating Officer and a director as part of Amcast's orderly succession
planning. At the same time, Amcast elevated Xxxxx X. Xxxx, its Chief Executive
Officer, to the position of Chairman of the Board.
C. Amcast desires to continue to utilize the experience and expertise of
Consultant during this transition period. The purpose of this amendment is to
accomplish those desires by extending the term and reducing Consultant's
compensation commensurate with the reduction of duties imposed on Consultant.
AMENDMENT
For and in consideration of the recitals and covenants herein
contained, the parties amend the Agreement, as follows:
1. Amcast initially retained Consultant effective February 15, 2001 for
three (3) years and has fully performed his obligations through April 8, 2002
pursuant to the Agreement. Amcast now extends Consultant's retention to August
31, 2004, unrelated to his status as a member of Amcast's Board of Directors
("Board"). Consultant hereby accepts and agrees to such extended retention and
appointment. Without limiting Consultant's duties and authority established by
the Agreement for the period prior to April 8, 2002, Consultant shall generally
have the authority, responsibilities, and perform such duties after April 8,
2002 as are delegated to him by the Board or by Amcast's Chief Executive
Officer, consistent with the terms of Amcast's Articles of Incorporation, its
Bylaws and Code of Regulations and applicable law as such duties are accepted by
Consultant. Amcast acknowledges that the benefits it now expects to obtain from
Consultant's consulting services are not related to any specific time commitment
on the part of Executive but are related to his availability to provide advice
in connection with transition, special projects, questions, and events that
arise from time to time. Consultant remains an independent contractor, and not
an employee of Amcast.
2 Consultant agrees that he shall continue to at all times faithfully,
industriously, and to the best of his ability, experience, and talents, perform
all of the duties that may be required of and from him, to the extent accepted
by him, to the reasonable satisfaction of Amcast. Consultant agrees that he will
not create a conflict of interest during the Term of this Agreement, which may
prove detrimental to the interests of Amcast, and agrees to promptly notify the
Board in writing of any potential or actual conflict.
3. Consultant shall continue to be paid an annualized retainer of Two
Hundred Thousand and no/100 Dollars ($200,000.00) per year through February 28,
2003. After February 28, 2003, Consultant's annualized retainer shall be reduced
to One Hundred Thousand and no/100 Dollars ($100,000.00) per year through August
31, 2004. Consultant's annualized retainer shall be payable in equal monthly
installments.
4. Consultant shall no longer receive a car allowance effective April
8, 2002; but, subject to the eligibility requirements and other terms and
conditions of Amcast's group health plan, Consultant and his spouse shall
continue to be allowed to participate at Amcast's expense in such medical and
dental insurance coverage so long as Consultant remains a member of the Board.
Should Consultant be deemed not to be eligible for such coverage but entitled to
COBRA coverage, Amcast shall pay the premiums for such coverage while Consultant
remains a member of the Board.
5. Amcast may terminate this Agreement and Consultant's retention by
providing Consultant with two (2) weeks written notice. In the event of such
termination, Consultant shall immediately be paid all of the compensation that
would accrue and be paid under Paragraph 3 above had this Agreement not been
terminated.
6. The following paragraphs of the Agreement remain unaffected by this
Amendment: 4.03; 4.04; 4.05; 4.06; 4.07; 5.07; 6.01; 6.02; 6.03, 6.04; 6.05;
7.01; 7.02; 7.03; 7.04; 7.05 and 7.06. All other paragraphs of the Agreement
shall be deemed superceded, modified or deleted by this Amendment.
IN WITNESS WHEREOF the following parties have executed the above
instrument the day and year first above written.
/s/ Xxx X. Xxxxxxxx
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Xxx X. Xxxxxxxx
AMCAST INDUSTRIAL CORPORATION
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
Chairman of the Board and
Chief Executive Officer
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