The Company executed 1 year and 2 year Change of Control Agreements as of
September 7, 2000 with the following individuals:
1 YEAR AGREEMENTS
Leo W. Gallagher - Vice President, Human Resources, Amcast Automotive
Thomas L. Hartman - Vice President, Engineering & Quality, Amcast Automotive
Luciano Lenatti -
Duane L. LaShomb - General Manager, Casting Technology Company
Jeffrey A. McWilliams - Director of Taxation
Mark D. Mishler - Controller
2 YEAR AGREEMENTS
Denis G. Daly - Vice President, General Counsel and Secretary
Ronald C. DiLiddo - President, Amcast Automotive
Terry R. Garner - Vice President and General Manager, Elkhart Industrial
Division
Michael R. Higgins - Treasurer
Dean Meridew - Vice President, Amcast Automotive
Michael N. Powell - President, Amcast Flow Control
James R. Van Wert, Jr. - Vice President, Technology
Douglas D. Watts - 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) and the mitigation
period in Item 5(C). The percentage in 5(B)(i)(b) equals 100% and 200% for a 1
Year Agreement and 2 Year Agreement, respectively. The mitigation period in Item
5(C) equals one year for a 1 Year Agreement and two years for a 2 Year
Agreement.
September 7, 2000
Dear :
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
<PAGE> 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 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, 2004 or two
years after the occurrence of a change in control of the
September 7, 2000
Page 2
Company, provided such change in control occurs on or before December 31,
2004, subject to extension beyond that date by mutual written consent. The
Company will review this agreement with you between January 1, 2004 and
July 31, 2004, for the purpose of determining whether or not an extension
beyond December 31, 2004 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
<PAGE>
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 share- holders,
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 con-
solidation 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 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
September 7, 2000
Page 3
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:
<PAGE>
(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:
(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
September 7, 2000
Page 4
responsibilities, as in effect immediately prior to a
change in control of the Company, which materially
diminishes your responsibilities with the Company when
<PAGE>
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 Montgomery 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 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
<PAGE>
September 7, 2000
Page 5
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 employment with the Company is terminated;
provided, however, that any amount otherwise payable for any period
<PAGE>
of time pursuant to this subparagraph (C) shall be reduced by any
payment or payments you receive for such period of
September 7, 2000
Page 6
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.
------------------------------------------
<PAGE>
(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 similar plan or any award
under any company sponsored profit sharing, pension, 401k, or
similar savings plan.
September 7, 2000
Page 7
(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 one hundred
percent (100%) 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 one hundred percent
(100%) at 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
<PAGE>
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 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
September 7, 2000
Page 8
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
<PAGE>
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 arrangement described in subparagraph
(ii) above immediately prior to the Date of Termination, the
provisions set forth in subparagraph (ii)
September 7, 2000
Page 9
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 other-
wise; provided, however, that in the event that you shall obtain
<PAGE>
other employment at any time within one year immediately following
your Date of Termination, 20% of all earnings obtained by reason of
such other employment during the one year period immediately follow-
ing 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 the
one year period 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 term-
ination of your employment whether pursuant to this agreement or otherwise,
from thereafter
September 7, 2000
Page 10
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 in-
direct, by purchase, merger, consolidation or otherwise) to all or substan-
tially 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
<PAGE>
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
manufacture; provided, however, that confidential information shall
not include
September 7, 2000
Page 11
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 employ-
ment 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 prompt-
ly 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
<PAGE>
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 compen-
sated individuals as a result of a change in the ownership or effect-
ive 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 subparagraph (B) of this paragraph 8
are designed to maximize the amounts
September 7, 2000
Page 12
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
<PAGE>
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
7887 Washington Village Drive
Dayton, Ohio 45459
Attention: Chief Executive Officer
and if to you, addressed to:
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,
September 7, 2000
Page 13
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
<PAGE>
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, with-
out 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/J. H. Shuey
---------------
John H. Shuey
Chairman, President and Chief Executive Officer
Confirmed to and agreed:
---------------------
---------------------
Date
