EX-10.13



 





Exhibit 10.13




Separation Agreement and Release



I, Hudson D. Smith, have knowingly and voluntarily entered into the following agreement with
SIFCO Industries, Inc. (hereinafter referred to as “the Company”) regarding the termination of my
employment with the Company.





	 	I.  	Termination of Employment Relationship: With the signing of this Agreement,
I acknowledge that my employment with the Company will be terminated effective January 31,
2005 (the “Effective Date”).
	 
	 	II.  	Benefits: In full consideration for my signing this Agreement, the Company
will provide the following severance benefits, all of which are more than I would be
entitled to receive absent signing this Agreement:






	 	A.  	The Company will pay me two (2) years of separation pay at my
current base salary, less any applicable payroll deductions. I understand that my
separation pay will be paid in two installments of $110,000 each, with the first
payment made on the Effective Date and the second payment made on January 31,
2006. If I should die before either installment is paid, the Company agrees to
make full payment to my wife as beneficiary, and should my wife not survive me,
then to my executors, heirs and assigns.
	 
	 	B.  	For a period of 18 months commencing on the Effective Date, the
Company will maintain my medical and dental benefits under a Company-sponsored
group health plan, as long as I continue to make the required monthly payments to
the Company at the applicable employee rate. The benefits provided under the
Company’s group health plans and the required employee contributions are subject
to change at any time with 30 days advance notice. This 18-month period following
the Effective Date will satisfy the Company’s COBRA requirements, and there will
be no further continuation of benefits under a Company group health plan upon the
conclusion of this period.
	 
	 	C.  	The Company will reimburse me for costs associated with my attendance
at Forging Industry Association Board meetings for the balance of my current term
as Director of this Association. The items to be reimbursed are coach fare flight
costs, hotel (bed and breakfast only), and meeting registration fees. The Company
President and Chief Operating Officer must authorize the spending for each Board
meeting, and receipts will be required for reimbursement in accordance with the
Company’s customary practices.
	 
	 	D.  	The Company will continue to provide executive outplacement services
through the current provider for a period of up to three (3) months following my
termination date.






	 	III.  	Terms: I understand and acknowledge that SIFCO is not obligated to provide
me with the separation pay described in Section II of this Agreement. Nevertheless, in
order to end my employment relationship with SIFCO as amicably as possible and to
eliminate any possibility of future disputes, I have been offered and have accepted this
separation pay, and in consideration for which I agree to the provisions of this Agreement
as follows:






	 	A.  	Release: In consideration of the benefits provided to me under this
Agreement, I, my heirs, personal representatives, assigns and agents and each of
them, hereby do irrevocably and unconditionally forever release, waive and
discharge the Company (and any related corporation, including their officers,
agents, directors, representatives, shareholders and employees, and, as
applicable, their predecessors, successors, assigns, heirs and executors) from any
and all claims and or causes of action arising out of or in connection with my
employment relationship with the Company and the termination of my employment,
arising at any point in time up to and including the date I signed this




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	 	   	Agreement, and agree not to file any such claims and or causes of action against
any of them before any court or administrative agency. I, my heirs, personal
representatives, assigns and agents and each of them, hereby agree to waive any
remedy that may be available under any such action that may have filed, and further
agree to dismiss or withdraw any such action. This release and agreement not to
sue includes, but is not limited to, claims arising under federal, state or local
laws, including Title VII of the Civil Rights Act of 1964, as amended, the Age
Discrimination in Employment Act, the Americans with Disabilities Act, the Civil
Rights Act of 1991, the Rehabilitation Act of 1973 and any common law or
contractual claims recognized now or later. The mutual releases contained herein
apply only to the employment relationship of the parties.
	 
	 	B.  	Confidentiality: I will not at any time, directly or indirectly,
without written authorization from the Company, make use of or disclose to any
person or entity any confidential business-related, proprietary or secret
information, confidential knowledge, trade secrets, or other confidential data
related to the customers, business, products, services or practices of the Company
of which I have become possessed during my employment with the Company, whether
prepared by me or another, and which is not, or does not become, available or
known to the public. I further agree that upon termination of my employment I will
immediately return to the Company all of its property in my possession or under my
control, including, without limitation, keys, credit cards, programs, lists,
files, and software. However, I understand that I may retain the personal
computer and printer currently used by me in my present position; provided
however, that any Company information on such computers shall be removed in their
entirety. I further agree that I shall not retain any copies or reproductions of
the foregoing. I understand that certain terms of this Agreement must be
disclosed to the public because of my position as an Officer of the Company.
However, I also understand that the Company will maintain confidentiality with
respect to the terms of my separation from the Company which are not subject to
disclosure.
	 
	 	C.  	Non-disparagement: I agree that I will not disparage the Company or
any of its affiliates or their businesses, products, services, practices, or
employees; and likewise I understand that the Company agrees not to disparage me.
	 
	 	D.  	Notice: I acknowledge that I have been provided up to 21 days, if I
feel it is necessary, to review the terms of this Agreement and to consider its
effect, including the foregoing release. I also acknowledge that I have had an
ample opportunity and have been advised and encouraged to discuss this Agreement
and my separation from employment with persons of my own choosing, notwithstanding
the terms of Paragraph III B of this Agreement, including an attorney. I
understand that I may revoke this Agreement by providing written notice of
revocation to the Company at its Cleveland, Ohio business address not later than
seven (7) days from the day I sign the Agreement.
	 
	 	E.  	Acknowledgment: I acknowledge that any benefits due me under any
pension, profit sharing or other qualified retirement plan shall be determined in
accordance with the terms of such plan(s) in effect at the time of my termination.
I further acknowledge that, except as provided in this Agreement and with the
exception of (i) the reconciliation of earned vacation which will be provided in
my final paycheck, and (ii) any approved expenses not known at this time, all
compensation and other payments due to me as a result of my employment with the
Company, whether due directly from the Company or from any of its affiliated
entities, have been paid in full and that I am not entitled to any additional
salary, bonuses or any other payments whatsoever.
	 
	 	F.  	Non-Admission: I agree and acknowledge that this Agreement is not and
shall not be construed to be an admission of any violation of any federal, state
or local law, regulation, or of any duty the Company owed to me or I owed to the
Company, and that




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	 	   	the execution of this Agreement is a voluntary act intended to provide an amicable
conclusion to my employment relationship with the Company.
	 
	 	G.  	Severability: The terms of this Agreement are separate and
independent and should any of them be declared invalid or unenforceable by any
court, the remaining provisions and terms of this Agreement shall remain in full
force and effect.
	 
	 	H.  	Choice of Law: This Agreement shall be interpreted in accordance
with the laws of Ohio, and any action sought to enforce or interpret this
Agreement must be filed in the Court of Common Pleas in and for Cuyahoga County,
in the state of Ohio.






	 	IV.  	Acknowledgement: The parties hereto acknowledge Hudson’s continuing service to the
Company beyond the Effective Date of this Separation Agreement and Release as a Director
thereof.




Accordingly, having carefully read and fully understanding the terms of this Separation Agreement
and Release, and without relying upon any other representations or statements (whether written or
oral), I have knowingly and voluntarily executed this Agreement without duress or coercion.




	 	 	 
	/s/ Hudson D. Smith

	 	/s/ Frank A. Cappello
	 

	 	 
	Hudson D. Smith

Date: January 27, 2005

	 	Frank A. Cappello

Witness

Date: January 27, 2005
	 
	 	 
	SIFCO Industries, Inc.
	 	 
	 
	 	 
	/s/ Timothy V. Crean

	 	/s/ Jeffrey P. Gotschall
	 

	 	 
	Timothy V. Crean

President and Chief Operating Officer,

SIFCO Industries, Inc.

	 	Jeffrey P. Gotschall

Witness
	 
	 	 
	Date: January 26, 2005

	 	Date: January 26, 2005







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