Exhibit 10.6
 AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
  WITNESSETH:
    ARTICLE I
EMPLOYMENT
 Position
 Term
 Cash Compensation
 1




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Executive Benefits
 Reimbursement
 Severance Plan
 ARTICLE II
EQUITY COMPENSATION
 Equity Incentive Plan Grants
 Acknowledgement of Securities Laws
 2




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Excise Payments
 ARTICLE III
CONFIDENTIALITY PROVISIONS
 Confidential Information
 ARTICLE IV
COVENANTS
 Duties
 3




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Covenant Against Competition
   4




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Nondisparagement
 ARTICLE V
CERTAIN DEFINITIONS
  5




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6




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7




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ARTICLE VI
GENERAL PROVISIONS
 Severability
 8




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Authorization to Modify Restrictions
 No Waiver
 Entire Agreement
 Dispute Resolution
   Governing Law
 Assignment
 9




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Counterparts; Section Headings
 Notice
  
  
  
 10




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EXECUTIVE/s/ Frank C. HeadingtonFrank C. HeadingtonNEENAH FOUNDRY COMPANYBy:
    /s/ Robert E. Ostendorf, Jr.Name:
    Robert E. Ostendorf, Jr.Title:
    President and Chief Executive OfficerNEENAH ENTERPRISES, INC.By:
    /s/ Robert E. Ostendorf, Jr.Name:
    Robert E. Ostendorf, Jr.Title:
    President and Chief Executive Officer 11




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EXHIBIT A
SEVERANCE PLAN




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NEENAH FOUNDRY COMPANY AMENDED AND RESTATED
2003 SEVERANCE AND CHANGE OF CONTROL PLAN
         1




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2




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3




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4




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5




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6




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7




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EXHIBIT B
FULL AND FINAL RELEASE OF CLAIMS




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FULL AND FINAL RELEASE OF CLAIMS
 
   (a)
    
    The Executive agrees that except for any claims Executive may have for workers compensation
benefits (which are not released by this Agreement), Executive agrees to and does release and
forever discharge the Employer, any related or successor corporation or other entity, its
benefit plans and programs, and all of their officers, directors, executives, administrators
and trustees (collectively the Released Parties) from any and all losses, expenses,
liabilities, claims, rights and entitlements of every kind and description (collectively
referred to as Claims), whether known or unknown, that Executive has now or may later claim
to have had against any of the Parties Released by this Agreement arising out of anything that
has occurred up through the date Executive signs this Agreement, including, without
limitation, any Claims arising out of Executives employment or termination of employment with
the Employer. This release includes, but is not limited to, any Claims for back pay,
reinstatement, personal injuries, breach of contract (express or implied), breach of any
covenant of good faith and fair dealing (express or implied), or for recovery of any losses or
other damages to Executive or his property based on any alleged violation of Title VII of the
Civil Rights Act of 1964, 42 U.S.C. Section 2000e et seq. (prohibiting
discrimination on account of race, sex, color, national origin or religion); the Age
Discrimination in Employment Act of 1967, 29 U.S.C. Section 621 et seq.
(prohibiting discrimination on account of age); the Americans With Disabilities Act of 1990,
42 U.S.C. Section 12101 et seq. (prohibiting discrimination on account of disabilities); the
Employee Retirement Income Security Act of 1974, 29 U.S.C. §1001 et seq.; or
any other federal, state or local statutory or common law.Executive acknowledges that he may have sustained or may yet sustain damages, costs or
expenses that are presently unknown and that relate to Claims between Executive and the
Parties Released by this Agreement. Executive expressly waives and relinquishes all rights
and benefits which Executive may have under any state or federal statute or common law
principle that would otherwise limit the effect of this Agreement to Claims




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known or suspected prior to the date Executive signs this Agreement, and do so understanding
and acknowledging the significance and consequences of such specific waiver. Thus, for the
purpose of implementing a full and complete release and discharge of the Parties Released by
this Agreement, Executive expressly acknowledges that this Agreement is intended to include
in its effect, without limitation, all Claims which Executive does not know or suspect to
exist in his favor at the time he signs this Agreement, and that this Agreement contemplates
the extinguishment of any such Claim or Claims.(b)
    
    Executive agrees that, except to the extent such right may not be waived by law, he will not
commence any legal action or lawsuit, or otherwise assert any Claim, in violation of the
release stated above or on any Claim released above. This covenant not to sue does not,
however, prevent Executive from seeking a judicial determination of the validity of his
release of Claims under the Age Discrimination in Employment Act (ADEA).
    Acknowledgements/Revocation Rights
 (a)
    
    He has been advised by the Employer to consult with legal counsel before signing this
Agreement;
 (b)
    
    He has forty-five (45) days from the date of his receipt of this Agreement within which to
consider it. If the Executive does not execute and return this Agreement to the Employers
representative identified in paragraph 5d within forty-five (45) days, this Agreement shall be
void and withdrawn;
 (c)
    
    He understands that this Agreement includes a final general release of the Employer, its
officers, directors, agents, members, executives, affiliates, predecessors, successors,




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assigns and all persons acting by, through, under or in concert with them including but not
limited to any claim he might have under the Older Workers Benefit Protection Act; and(d)
    
    He may, within seven (7) calendar days following the date of his execution of this agreement,
revoke the Agreement by giving written notice of his intent to revoke to the Employers
representative identified as follows:
 PERSONAL & CONFIDENTIAL
 gbgillsr@new.rr.com




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Executives Signature
    
    
    
    DateFor Neenah Foundry Company
    
    
    
    Date