Exhibit 10.14
AMENDED AGREEMENT
This amended Agreement is made as of August 17, 2001, by and between
Amcast Industrial Corporation (the Company) and Xxxxx X. Xxxx (the Optionee).
WITNESSETH:
WHEREAS, the Optionee and the Company are parties to that certain Option
Agreement dated February 14, 2001 (the Agreement) and;
WHEREAS, the Optionee and the Company wish to amend the Agreement;
Now therefore the Company and the Optionee agree as follows:
1. All capitalized terms used herein shall be defined in accordance with the
Agreement.
2. Section 2 of the Agreement is amended to read as follows:
2. Vesting
The Option Shares shall vest and become exercisable as follows,
contingent upon the Optionee being employed by the Company on each such
vesting date: 85,000 shares on June 1, 2001; 82,500 shares on January
2, 2002; and 82,500 shares on January 1, 2003; provided, however, that
if the Company and/or its shareholders receive an offer that is
accepted by the Company's Board of Directors and the shareholders (a
"Change in Control Offer") for a Change in Control (as defined in
Section 8.02 of the Executive Employment Agreement) prior to June
1,2001, then all unvested shares of the Option Shares shall immediately
become vested as of the effective date of the final Change in Control
Offer upon which the Change in Control was based was made. The Option
shall be exercisable for a period of five (5) years from the date of
grant of the Option Shares. The Optionee shall forfeit all right and
interest to any unvested Option Shares and if he is not employed by the
Company on the vesting date.
3.
Miscellaneous. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their heirs, successors, assigns and representatives
and shall be governed by the laws of the State of Ohio.
IN WITNESS WHEREOF, this Agreement has been duly executed as of the day
and year first written above.
AMCAST INDUSTRIAL CORPORATION
By: /s/ Xxx X. Xxxxxxxx
Xxx X. Xxxxxxxx
Chairman of the Board
(CORPORATE SEAL)
Attest:
/s/ Xxxxx X. Xxxx
Secretary
/s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx
Optionee