(b) If the Option is continued, assumed, converted or replaced, vesting will not beaccelerated unless, within 24 months following the Change of Control, the Optionee is terminated bythe Company without Cause or the Optionee terminates employment for Good Reason. If the Optioneeis terminated by the Company without Cause or the Optionee terminates employment for Good Reasonwithin 24 months following the Change of Control, the Option shall be immediately vested in full.     2.04 Definitions. For purposes of this Agreement, the following terms shall have themeanings set forth below.          (a) “Cause” shall have the meaning ascribed to it in any employment agreement ineffect between the Company or any of its Subsidiaries and the Optionee as of the date of theOptionee’s termination of employment and, in the absence of any such employment agreement, “Cause”means the occurrence of one or more of the following events: (i) the Optionee’s willful andmaterial breach of, or gross negligence or malfeasance in the performance of, the Optionee’s dutieswith the Company; (ii) any material insubordination by the Optionee with respect to carrying outthe reasonable instructions of the Board; (iii) the conviction for, or the entering of a guiltyplea or plea of nolo contendere with respect to, a felony, the equivalent thereof or other crimewith respect to which imprisonment of more than one year is a possible punishment or that isexpected to result in significant economic or reputational injury to the Company (suchdetermination to be made by the Board in its reasonable judgment); (iv) the Optionee’s breach of afiduciary obligation to the Company Group or breach of any confidentiality or non-competitionobligation to the Company Group; (v) any act of moral turpitude or willful misconduct by theOptionee that (1) is intended to result in personal enrichment of the Optionee or any relatedperson at the expense of the Company Group or (2) is reasonably expected to result in significanteconomic or reputational injury to the Company (such determination to be made by the Board in itsreasonable judgment); provided, however, that the Optionee shall have 21 days (or such longerperiod as is reasonable under the circumstances) after written notice by the Company of any suchevent constituting “Cause” hereunder in which to cure any failure or default under subsections (i)and (ii) that is curable.          (b) “Change of Control” means the consummation of any transaction or series of relatedtransactions, the result of which is that: (i) any person or group (within the meaning of Rule13d-5 of the Exchange Act), other than Tontine Capital Partners, L.P., a Delaware limitedpartnership (“Tontine”), together with its affiliates, shall own directly or indirectly,beneficially or of record, greater than 50% of the equity securities of the Company or NeenahFoundry Company (“Neenah”) on a fully diluted basis; (ii) substantially all of the assets of NEIand its subsidiaries taken as a whole are sold or NEI is merged or recapitalized and thestockholders of NEI do not own a majority of the voting stock of the surviving corporation, or(iii) after the first fully distributed public offering of voting stock of any member of theCompany Group (1) any person or group (within the meaning of Rule 13d-5 of the Exchange Act), shallown directly or indirectly, beneficially or of record, a percentage of the issued and outstandingvoting stock of the Company or Neenah on a fully diluted basis, having ordinary voting power inexcess of 35% and in excess of the percentage then owned, directly or indirectly, beneficially andof record, on a fully diluted basis, by Tontine together with its affiliates, or (2) a majority ofthe seats on the boards of directors of the Company or Neenah (except in the case of any vacancyfor 30 days or less resulting from the death or resignation of any director) is replaced during atwelve-month
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period by persons who were neither (x) nominated by Tontine nor (y) appointed by directors sonominated, in each case, whether as the result of the purchase, issuance or sale of securities ofany member of the Company Group or any merger, consolidation, liquidation, dissolution,recapitalization or similar transaction involving any member of the Company Group.          (c) “Disability” means the Optionee’s absence from employment with the Company whichis due to his or her inability to engage in any substantial gainful activity by reason of anymedically determinable physical or mental impairment which can be expected to result in death orcan be expected to last for a continuous period of not less than twelve (12) months.          (d) “Good Reason” means termination of the Grantee’s employment following a materialdiminution in the Grantee’s base salary, a material diminution in Grantee’s authority, duties andresponsibilities or a material change in the geographic location at which the Grantee must performservices. Grantee may not terminate for Good Reason unless he or she provides the Company Groupwith notice of the condition constituting the Good Reason within 90 days of the existence of thecondition and the Company Group fails to remedy the condition within 30 days of such notice.          (e) “Retirement” shall mean the Optionee’s termination of employment after age 55 andwith at least ten years of service with the Company Group.     2.05 Fractional Shares. No fractional shares shall be issuable on exercise of thisOption and if the application of the percentage set forth above would result in a fractional share,the number of shares exercisable shall be rounded up to the next full share.**III OPTION EXERCISABILITY**     3.01 Termination of Option. All rights to exercise this Option shall terminate uponthe earliest of:          (a) Three (3) months after the date of the Optionee’s termination of employment from theCompany and its Subsidiaries for any reason other than for Cause or due to Disability, death orRetirement;          (b) The date the Company or one of its Subsidiaries terminates the Optionee’s employment forCause;          (c) Twelve (12) months after the date of termination of the Optionee’s employment from theCompany and its Subsidiaries by reason of death or Disability;          (d) Three (3) years after the Optionee terminates employment from the Company and itsSubsidiaries on account of Retirement; or          (e) Seven (7) years from the Grant Date.
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     Notwithstanding the foregoing, in the event of a termination of employment within 24 monthsfollowing a Change of Control, the three (3) month period in Section 3.01(a) above shall instead betwelve (12) months.     3.02 Exercise of Option. Optionee may exercise this Option to the extent vested bygiving written notice of the exercise to the Company, in care of its Secretary, specifying thenumber of shares to be purchased, accompanied by payment in full of the purchase price therefor,together with all amounts necessary to satisfy any and all federal, state and local tax withholdingrequirements arising in connection with the exercise of the Option. The purchase price may be paidin (a) in cash (including check, bank draft, money order or wire transfer of immediately availablefunds), (b) by delivery (either actually or by attestation) of outstanding shares of Common Stockwith a Fair Market Value on the date of exercise equal to the aggregate exercise price payable withrespect to the Options’ exercise, (c) by shares of Common Stock that would otherwise be issued uponexercise of the Option, (d) by means of any cashless exercise procedures approved by the Committeeand as may be in effect on the date of exercise, or (e) by any combination of the foregoing.**IV OTHER PROVISIONS**     4.01 Government and Other Regulations. The obligation to sell and deliver shares ofstock under the Plan shall be subject to all applicable laws, rules and regulations and theobtaining of all such approvals by governmental agencies as may be deemed necessary or desirable bythe Company, including (without limitation) the satisfaction of all applicable federal, state andlocal tax withholding requirements. The Company shall have the power and the right to deduct orwithhold, or require Optionee to remit to the Company, an amount sufficient to satisfy Federal,state, and local taxes (including the Optionee’s FICA obligation) required by law to be withheldwith respect to any taxable event arising or as a result of this Option.     4.02 No Employment Agreement Intended. This Agreement does not confer upon Optioneeany right to continuation of employment in any capacity by the Company or a Subsidiary and does notconstitute an employment agreement of any kind.     4.03 Successors. This Agreement shall be binding upon and inure to the benefit of anysuccessor or successors of the Company.     4.04 Construction. This Agreement shall be administered, interpreted and enforcedunder the laws of the state of Delaware, without regard to conflicts of laws provisions that wouldgive effect to the laws of another jurisdiction.
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     **IN WITNESS WHEREOF**, this Agreement has been executed and delivered by the parties hereto as ofthe day, month and year first set forth above.         **THE COMPANY: NEENAH ENTERPRISES, INC.**         By: