EXHIBIT - 10.12(A)**AGREEMENT FOR PAYMENT OF SUPPLEMENTAL BENEFITS**     THIS AGREEMENT (the Agreement) is executed the 26th day of April,1995 effective the1st day of January, 1995 between The Dalton Foundries, Inc., an Indiana corporation with itsprincipal office in Warsaw, Indiana (the Company) and J. L. DeRita (the Employee).RECITALS     The Employee holds a key executive and management position with the Company and currently isemployed pursuant to a letter agreement dated July 25, 1994, as amended by a letter agreement datedApril 4, 1995 (the “Employment Letter”). As additional incentive to the Employee and to assure hisinterest in the Company’s continued growth and success, the Company is willing to provide to theEmployee certain deferred, supplemental benefits as described herein.     THEREFORE, in consideration of their mutual undertakings, the parties agree as follows:     1. **Continued Employment****.**The Company continues the Employee’s services asan employee and the Employee accepts continued employment under the terms andconditions of the Employment Letter and this Agreement     2. **Other Benefits****.**Nothing contained in this Agreement shall be construed toexclude the Employee from any supplemental compensation, bonus, insurance, medical,severance, retirement or other employee benefit to which he otherwise may be or becomeentitled as an employee of the Company. The benefit(s) payable under this Agreement shall
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not be construed as compensation to the Employee for the purpose of computing benefits underany employee retirement plan or similar arrangement maintained by the Company for the benefitof its employees.     3. **Supplemental Retirement Benefit.**     (a) For purposes of this Agreement: “Service” means employment with theCompany, and “Benefit Commencement Date” means the first day of the monthfollowing the earlier of (i) the date the Employee attains age sixty-five (65) or (ii)the date of the Employee’s death.     (b) If the Employee’s Service continues to the date he attains age sixty-five(65), a supplemental retirement benefit shall be paid by the Company to theEmployee in the amount of Four Thousand One Hundred Sixty-Seven Dollars($4,167) per month for a period not to exceed one hundred twenty (120) months,commencing on the Employee’s Benefit Commencement Date.     4. **Death or Disability Benefit****.**If the Employee’s Service is terminated by death ordisability at any time, in lieu of the supplemental retirement benefit a death benefit equal in amount to thesupplemental retirement benefit shall be paid by the Company to the Employee’s spouse,Sandra L. DeRita (if she survives) during her lifetime. Such benefit shall be paid monthlyfor a period not to exceed one hundred twenty (120) months, commencing on the Employee’s Benefit Commencement Date.     5. **Involuntary Termination****.**     (a) If the Employee’s Service is terminated involuntarily by the Company forany reason other than Cause, the Employee shall be given credit for Service for,
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and for the purpose of crediting Service shall be deemed to be an employee of the Company during,the period from the date of his termination of employment to the first day of the month followingthe earlier of (i) the date he attains age sixty-five (65) or (ii) the date of his death,notwithstanding the fact that he is not an employee of the Company during such period.     (b) For purposes of this Paragraph 5, “Cause” means:     (i) The willful and continued failure of Employee to perform his duties as an employee of the Company;     (ii) An action by Employee which involves willful misfeasance or gross negligence in connection with theperformance of his duties as an employee of the Company;     (iii) Conviction of Employee of the commission of any criminal offense which involves dishonesty or breach of trust; or     (iv) Any intentional breach by Employee of a material term, condition or covenant of this Agreement or any other agreement between Employee and the Company.     6. **Change in Control****.**     (a) For all purposes of Paragraphs 3 and 4 of this Agreement and the deferred compensationarrangement described in the Employment Letter, if the Employee’s Service is terminated for anyreason following a Change in Control of the Company the Employee shall be given credit for Servicefor, and for the purpose of crediting Service shall be deemed to be an employee of the Companyduring, the
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period from the date of his termination of employment to the first day of the monthfollowing the earlier of (i) the date he attains age sixty-five (65) or (ii) the date ofhis death, notwithstanding the fact that he is not an employee of the Company during suchperiod.     (b) For purposes of this Paragraph 6, “Change in Control” means the acquisition by any person, entity or group of persons within the meaning of Section13(d) or 14(d) of the Securities Exchange Act of 1934 (“Act”), or comparablesuccessor provisions, of beneficial ownership (within the meaning of Rule 13d promulgated under the Act) of 25% or more of either the outstanding shares ofcommon stock or the combined voting power of the Company’s then outstandingvoting securities entitled to vote generally, or the approval by the Company’sstockholders of any merger, consolidation or other reorganization with respect to which persons who were stockholders of the Company immediately prior to suchreorganization do not, immediately thereafter, own more than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganizedCompany’s then outstanding securities, or the sale of all or substantially all of theCompany’s assets, or a liquidation or dissolution of the Company.     7. **Noncompetition and Nondisclosure****.**The Employee recognizes and acknowledges that incident to his employment by the Company he has access to certainconfidential information with has significant competitive value and is known only to theCompany and its authorized personnel. This information includes (but is not limited to)vendor and customer lists, prices and pricing structures, marketing plans, engineering and
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manufacturing designs and techniques, and other information concerning the manner in which theCompany’s business is conducted. The Employee further acknowledges that such information is theunique and valuable property of the Company. Therefore, the Employee agrees that he will not atany time, either before or after the termination of his employment for any reason, use for thebenefit of any person other than the Company, or disclose to any other person, any suchconfidential information. In addition, during the remaining period of his employment and for aperiod of one (1) year thereafter, the Employee will not directly or indirectly, either alone orwith any other person:     (a) Solicit or enter into any contractual relationship with any customer ofthe Company or any of the Company’s employees or agents, without the prior writtenconsent of the Company; nor     (b) As an owner, employee, partner, shareholder, independent contractor or otherwise, establish or engage in any business, enterprise or other activityinvolving the manufacture, production, machining or sale of gray iron castings in competitionwith the business of the Company;     (c) For purposes of the foregoing provisions of this Paragraph 8, the term“Company” shall include the Company and any direct or indirect subsidiary of theCompany.In the event of a material breach of any of the covenants contained in this Paragraph 8, if theEmployee does not substantially cure such breach within ten (10) business days of receivingwritten notice of the breach from the Company, thereafter no benefits shall be payable to or onbehalf of the Employee or his beneficiaries under this Agreement; and in
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such case the Company shall be entitled (in addition to any other remedy available at law or inequity) to the enforcement of such covenants by injunctive relief and to the recovery of damages,including a reasonable sum for its attorneys’ fees and expenses.     8. **Facility of Payment****.**Notwithstanding any other provision of this Agreement,if the Employee or any beneficiary entitled to payments under this Agreement in theCompany’s opinion becomes incapacitated and unable to manage his financial affairs, theCompany may make such payments to his legal representative or to a relative or friend forhis benefit or may otherwise make payments for the benefit of such person in any mannerthat it considers advisable; and any such payment shall be a full and complete discharge ofthe Company’s liability for such payment.     9. **No Assignment; Binding Effect****.**This is a personal services contract which isnot assignable by the Employee. Neither shall the Employee nor any beneficiary assign,grant a security interest in or otherwise transfer his right or interest in any benefit underthis Agreement, nor shall any such right or interest be subject to attachment, garnishment, levy,execution or other legal or equitable process. However, the Company may assign its rightsunder this Agreement by operation of law or to a parent or subsidiary corporation or asuccessor by merger or consolidation; and subject to the foregoing provisions of thisparagraph, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, assigns, personal representatives, heirs, legatees andbeneficiaries.     10. **Additional Conditions****.**     (a) The Company in its discretion may elect to fund the benefits under thisAgreement through insurance owned and maintained by the Company on the
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Employee’s life. In such event the Employee shall cooperate with the Company by providingsuch necessary information and undergoing such examinations as the insurance carrier(s) mayreasonably require.     (b) The benefits provided to the Employee hereunder shall at all times be a general,unsecured and unfunded obligation of the Company. This Agreement shall not give any personany right or security interest in any asset of the Company, nor shall it imply any trustor segregation of assets by the Company.     11. **Provisions Which Survive****.**The provisions of Paragraphs 3 through 10 (as wellas any other provision necessary for these paragraphs to be effective) shall survive thetermination of the Employee’s employment and the termination of this Agreement for anyreason.     12. **Entire Agreement****.**This Agreement shall terminate and supersede all prioragreements except the Employment Letter, whether written or oral, with respect to thesubject matter of this Agreement, and excepting the Employment Letter this Agreementrepresents the entire agreement between the parties with respect to such matters. ThisAgreement may be amended or revoked only by an Agreement in writing between theCompany and the Employee.     13. **Severability****.**If any provision of this Agreement or its application to anyperson or circumstance shall be invalid or unenforceable to any extent or in any jurisdiction,the remainder of this Agreement and the application of its provisions to other persons orcircumstances and in other jurisdictions shall not be affected and shall be in force to theextent permitted by law.
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     14. **Waiver of Breach****.**The waiver by either party of a breach of any provision ofthis Agreement shall not operate or be construed as a waiver of any subsequent breach byeither the Company or the Employee.     15. **Governing Law****.**This Agreement shall be construed in accordance with thelaws of the State of Indiana as if the Agreement were wholly to be performed in the Stateof Indiana.     EXECUTED on the date first stated above.      COMPANY