EX-10.20



 EXHIBIT 10.20 

NOTICE OF GRANT OF RESTRICTED STOCK UNIT AWARD 

(TIME-VESTING) 

AMPCO-PITTSBURGH CORPORATION 

2016 OMNIBUS INCENTIVE PLAN 

FOR GOOD AND VALUABLE CONSIDERATION, Ampco-Pittsburgh Corporation (the “Corporation”) hereby grants this Restricted Stock
Unit Award (the “Award”) of the number of Restricted Stock Units set forth in this Notice of Grant of Restricted Stock Unit Award (the “Notice”) to the Grantee designated in this Notice, pursuant to the provisions
of the Corporation’s 2016 Omnibus Incentive Plan (the “Plan”) and subject to certain restrictions as outlined below in this Notice and the additional provisions set forth in the attached Terms and Conditions of Restricted Stock
Unit Award (the “Terms”). Together, this Notice, the attached Terms and all Exhibits and Appendices hereto constitute the “Agreement.” The terms and conditions of the Plan are incorporated by reference in their
entirety into this Agreement. When used in this Agreement, the terms that are defined in the Plan shall have the meanings given to them in the Plan, as modified herein (if applicable). 

Grantee:          [              
      ] 
 Grant
Date:    [                    ] 

# of Restricted Stock
Units:    [                    ] 

Vesting Schedule: Subject to the terms of the Plan and this Agreement, the Restricted Stock Units shall become earned and vested, and shares of Common
Stock shall be issued in settlement of vested Restricted Stock Units, in accordance with the following schedule, in the event the Grantee does not have a Separation from Service prior to the applicable vesting date(s): 

 

			
	Vesting Date 	  	 % Vesting

		  	
		  	
		  	

 Only a whole number of Restricted Stock Units will become vested as of any given vesting date. If the number of Restricted
Stock Units determined as of a vesting date is a fractional number, the number vesting will be rounded down to the nearest whole number with any fractional portion carried forward. No Restricted Stock Units shall become earned and vested following
Grantee’s Separation from Service, except as expressly provided in the Notice below, as applicable, or as otherwise provided pursuant to the terms of the Plan. 

Impact of Separation from Service on Vesting: See Exhibit A 

Acceleration of Vesting on or Following a Change in Control: See Exhibit A 

  

					
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 By signing below, the Grantee agrees that this Award is granted under and governed by the terms and conditions of
the Plan and the attached Terms. 
  

							
	Grantee:	 		 	Ampco-Pittsburgh Corporation:
				
	  
	 		 	 By:
	 	  

		 		 	 Title:
	 	  

	 Date:
                                         
                                
	 		 	 Date:
	 	  



  

					
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 EXHIBIT A 

Separation from Service and Change in Control 

(a)    Impact of Separation from Service; Change in Control. If the Grantee has a Separation from Service before
any of the vesting date(s) specified under “Vesting Schedule” in the Notice, then any unearned Restricted Stock Units shall become earned and vested or be canceled depending on the reason for Separation from Service as follows: 

(i)    Death or Disability. If the Grantee has a Separation from Service due to the Grantee’s death or
Disability, any unearned Restricted Stock Units shall become immediately earned and vested as of the date of such Separation from Service. 

(ii)    Change in Control. Notwithstanding anything in this Agreement or the Plan to the contrary, if (A) a
Change in Control occurs and (B) on or after the Change in Control and on or before the second anniversary of the Change in Control either (1) the Grantee has a Separation from Service by action of the Corporation or the Grantee’s
employing Subsidiary for any reason other than Cause (excluding due to the Grantee’s death or Disability) or (2) the Grantee has a Separation from Service for Good Reason, then any unearned Restricted Stock Units shall become immediately
earned and vested as of the date of such Separation from Service. 
 (iii)    Any other Separation from Service.
If the Grantee has a Separation from Service for any reason other than as specified in subparagraphs (i) or (ii) above, any Restricted Stock Units that were not already earned and vested pursuant to the schedule specified under “Vesting
Schedule” in the Notice as of the date of the Separation from Service shall be immediately canceled as of the date of Separation from Service. 

Notwithstanding the foregoing, if a written agreement between the Grantee and the Corporation expressly provides for vesting of all or a
portion of the Award in connection with a Separation from Service not otherwise provided above, vesting under the terms of such written agreement shall control. 

(b)    Definitions. For purposes of this Agreement, the following terms shall have the following meanings: 

“Cause” shall be defined as that term is defined in the Grantee’s offer letter, severance agreement or other applicable
employment agreement; or, if there is no such definition, “Cause” means any conduct of a Grantee contained in the following list: (i) the Grantee engaging in fraud, embezzlement, or theft in connection with the Grantee’s duties
or in the course of his or her employment; (ii) an act or omission by the Grantee that is willfully or grossly negligent, contrary to the Corporation’s or employing Subsidiary’s established policies or practices, or materially harmful
to the Corporation’s or any Subsidiary’s business or reputation or to the business of the Corporation’s or any Subsidiary’s customers or suppliers as it relates to the Corporation or such Subsidiary; (iii) the Grantee’s
plea of no contest to, or conviction of, a felony; (iv) the Grantee’s substantial failure to perform his or her duties after receiving notice of the failure from the Corporation or employing Subsidiary, which failure has not been cured
within thirty (30) days after the Grantee receives notice of the failure; or (v) the Grantee’s breach of any non-competition or confidentiality covenant between the Grantee and the Corporation
or any Subsidiary. 
 “Disability” means “disability” as defined from time to time under any long-term disability
plan of the Company or Subsidiary with which the Grantee is employed. Notwithstanding the foregoing, if this Award constitutes nonqualified deferred compensation within the meaning of Section 409A(d) of the Code and provides for an accelerated
payment in connection with any Disability, Disability shall have the same meaning as set forth in any regulations, revenue procedure, revenue rulings or other pronouncements issued by the Secretary of the United States Treasury pursuant to Section
409A of the Code, applicable to such arrangements. 

  

					
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 “Good Reason” shall be defined as that term is defined in the Grantee’s
offer letter, severance agreement or other applicable employment agreement; or, if there is no such definition, “Good Reason” means the Grantee’s Separation from Service following the initial existence of one or more of the following
conditions without the consent of the Grantee: (i) a material diminution in the Grantee’s base compensation; (ii) a material diminution in the Grantee’s authority, duties, or responsibilities; or (iii) a material change in
the geographic location at which the Grantee must perform the services; provided, however, that a relocation of less than fifty (50) miles from the Grantee’s then present location will not be considered a material change in geographic
location. For a Separation from Service to be considered for Good Reason, the Grantee must provide notice to the Corporation of the existence of the condition described above within thirty (30) days of the initial existence of the condition,
upon the notice of which the Corporation has thirty (30) days to remedy the condition. If the condition is not remedied by the Corporation within thirty (30) days of the notice, the Grantee must have a Separation from Service within thirty
(30) days after the failure to remedy the condition. 

  

					
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 TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT AWARD 

The Restricted Stock Unit Award (the “Award”) granted by Ampco-Pittsburgh Corporation (the “Corporation”) to the Grantee
specified in the Notice of Grant of Restricted Stock Unit Award (the “Notice”) to which these Terms and Conditions of Restricted Stock Unit Award (the “Terms”) are attached, is subject to the terms and conditions of
the Plan, the Notice, and these Terms. The terms and conditions of the Plan are incorporated by reference in their entirety into these Terms. Together, the Notice, these Terms and all Exhibits to the Notice and these Terms constitute the
“Agreement.” A prospectus describing the Plan has been delivered to the Grantee. The Plan itself is available upon request. When used in this Agreement, the terms that are defined in the Plan shall have the meanings given to them in
the Plan, as modified herein (if applicable). For purposes of this Agreement, any reference to the Corporation shall include a reference to any Subsidiary. 

1.    Grant of Units. 

(a)    As of the Grant Date set forth in the Notice, the Corporation grants to the Grantee the number of
Restricted Stock Units (“Units”) set forth in the Notice. Each Unit represents the right to receive one share of Stock at a future date after the Unit has become earned and vested, subject to the terms and conditions of this
Agreement. 
 (b)    The Units covered by this Award shall become earned and vested in accordance with
the schedule set forth in the Notice. Each earned and vested Unit shall be settled on the date(s) specified in the Notice by issuance of one share of Common Stock on or as soon as administratively practicable (but no more than 75 days) after the
applicable vesting and/or settlement date specified in the Notice, subject to the requirements of Section 4 (Responsibility for Taxes), Section 6 (Regulatory Restrictions on the Shares Issued Upon Settlement) and Section 7(k) (Recovery of
Compensation) of this Agreement. 
 (c)    Units constitute an unfunded and unsecured obligation of the
Corporation. The Grantee shall not have any rights of a stockholder of the Corporation with respect to the shares of Common Stock underlying the Units unless and until the Units become earned and vested and are settled by the issuance of shares of
Common Stock. Upon issuance of shares of Common Stock in connection with the settlement of vested Units, the Grantee shall be the record owner of the shares of Common Stock unless and until such shares are sold or otherwise disposed of, and as
record owner shall be entitled to all rights of a stockholder of the Corporation (including voting rights). 

(d)    The Grantee may designate a Beneficiary to receive payment in connection with the Units in the event
of the Grantee’s death in accordance with the Corporation’s beneficiary designation procedures, as in effect from time to time. If the Grantee does not designate a Beneficiary, or if the Grantee’s designated Beneficiary does not
survive the Grantee, then the Grantee’s Beneficiary will be the Grantee’s estate. 

(e)    Units earned will receive dividend equivalents paid in cash (without interest) based on the dividend
rates in effect during the vesting period applied to the number of Units the Grantee earns, which will be subject to the vesting provisions set forth in the Notice. Cash dividend equivalents accrued on the earned Units will be paid in cash on or
about the same time the earned Units are settled and paid. 
  

	2.	 Restrictions. Subject to any exceptions set forth in this Agreement, until such time as the Units become
earned and vested and are settled in shares of Common Stock in accordance with Section 1, the Units or the rights relating thereto may not be assigned, alienated, pledged, attached, sold




  

					
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or otherwise transferred or encumbered by the Grantee. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Units or the rights relating thereto shall be
wholly ineffective and, if any such attempt is made, the Units will be forfeited by the Grantee and all of the Grantee’s rights to such Units shall immediately terminate without any payment of consideration by the Corporation.


  

	3.	Cancellation of Rights. If any portion of the Units fail to become earned and vested (for example, because the Grantee fails to satisfy the vesting conditions specified in the Notice prior to a Separation from
Service), then such Units shall be immediately forfeited as of the date of such failure and all of the Grantee’s rights to such Units shall immediately terminate without any payment of consideration by the Corporation. 


 

	4.	Responsibility for Taxes. 

 (a)    Regardless of any
action the Corporation takes with respect to any or all income tax, payroll tax or other tax-related withholding (“Tax-Related Items”), the Grantee
acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee’s responsibility and that the Corporation (i) makes no representations or
undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant or vesting of the Units or the subsequent sale of shares of Common Stock acquired
upon vesting; and (ii) does not commit to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Grantee’s liability for Tax-Related Items. 

(b)    Prior to vesting of the Units, the Grantee shall pay or make adequate arrangements satisfactory to
the Corporation to satisfy all minimum withholding obligations of the Corporation. In this regard, the Grantee authorizes the Corporation to withhold all applicable minimum Tax-Related Items legally payable by
the Grantee from the Grantee’s wages or other cash compensation paid to the Grantee by the Corporation or from proceeds of the sale of the shares of Common Stock. Alternatively, or in addition, to the extent permissible under applicable law,
the Corporation may (i) sell or arrange for the sale of shares of Common Stock that the Grantee acquires to meet the minimum withholding obligation for Tax-Related Items, and/or (ii) withhold shares
of Common Stock, provided that the Corporation only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, the Grantee shall pay to the Corporation any amount of
Tax-Related Items that the Corporation may be required to withhold as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Corporation may
refuse to issue and deliver shares of Common Stock in payment of any earned and vested Units if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items as
described in this Section 4. 
  

	5.	Grantee Representations. The Grantee hereby represents to the Corporation that the Grantee has read and fully understands the provisions of this Agreement, the prospectus and the Plan, and the Grantee’s
decision to participate in the Plan is completely voluntary. Further, the Grantee acknowledges that the Grantee is relying solely on his or her own advisors with respect to the tax consequences of this Award. 


 

	6.	 Regulatory Restrictions on the Shares Issued Upon Settlement. Notwithstanding the other provisions of this
Agreement, the Committee shall have the sole discretion to impose such conditions, restrictions and limitations on the issuance of shares of Common Stock with respect to this Award unless and until the Committee determines that such issuance
complies with (i) any applicable registration requirements under the Securities Act or the Committee has determined that an exemption therefrom is available, (ii) any applicable listing requirement of any stock




  

					
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exchange on which the Common Stock is listed, (iii) any applicable Corporation policy or administrative rules, and (iv) any other applicable provision of state, federal or foreign law,
including foreign securities laws where applicable. 

  

	7.	Miscellaneous. 

 (a)    Notices. Any notice
which either party hereto may be required or permitted to give to the other shall be in writing and may be delivered personally, by intraoffice mail, by fax, by electronic mail or other electronic means, or via a postal service, postage prepaid, to
such electronic mail or postal address and directed to such person as the Corporation may notify the Grantee from time to time; and to the Grantee at the Grantee’s electronic mail or postal address as shown on the records of the Corporation
from time to time, or at such other electronic mail or postal address as the Grantee, by notice to the Corporation, may designate in writing from time to time. 

(b)    Waiver. The waiver by any party hereto of a breach of any provision of this Agreement shall
not operate or be construed as a waiver of any other or subsequent breach. 
 (c)    Entire
Agreement. This Agreement and the Plan constitute the entire agreement between the parties with respect to the subject matter hereof. Any prior agreements, commitments or negotiations concerning the Award are superseded. 

(d)    Binding Effect; Successors. This Agreement shall inure to the benefit of and be binding upon
the parties hereto and to the extent not prohibited herein, their respective heirs, successors, assigns and representatives. Nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto and as
provided above, their respective heirs, successors, assigns and representatives any rights, remedies, obligations or liabilities. 

(e)    Governing Law. This Agreement shall be governed by and construed in accordance with the laws
of the State of Delaware, without giving effect to the principles of conflicts of law, and applicable federal law. 

(f)    Venue. Any arbitration, legal or equitable action or any proceeding arising directly,
indirectly, or otherwise in connection with, out of, related to or from the Agreement, or any provision hereof, shall exclusively be filed and adjudicated in the County of Allegheny, Pennsylvania and no other venue. 

(g)    Headings. The headings contained herein are for the sole purpose of convenience of reference,
and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Agreement. 

(h)    Conflicts; Amendment. The provisions of the Plan are incorporated in this Agreement in their
entirety. In the event of any conflict between the provisions of this Agreement and the Plan, the provisions of the Plan shall control. This Agreement may be amended at any time by the Committee, provided that no amendment may, without the consent
of the Grantee, materially impair the Grantee’s rights with respect to the Award. The Committee shall have full authority and discretion, subject only to the terms of the Plan, to decide all matters relating to the administration or
interpretation of the Plan, the Award, and the Agreement, and all such action by the Committee shall be final, conclusive, and binding upon the Corporation and the Grantee. 

  

					
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 (i)    No Right to Continued Employment. Nothing in
this Agreement shall confer upon the Grantee any right to continue in the employ or service of the Corporation or affect the right of the Corporation to terminate the Grantee’s employment or service at any time. 

(j)    Further Assurances. The Grantee agrees, upon demand of the Corporation or the Committee, to
do all acts and execute, deliver and perform all additional documents, instruments and agreements which may be reasonably required by the Corporation or the Committee, as the case may be, to implement the provisions and purposes of this Agreement
and the Plan. 
 (k)    Recovery of Compensation. The Award is subject to the requirements of
(i) Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation) and any implementing rules and regulations thereunder, (ii) any policies adopted by the
Corporation to implement such requirements, and (iii) the Corporation’s Clawback Policy, as in effect from time to time, all to the extent determined by the Committee to be applicable to the Grantee. 

(l)    Severability. The provisions of this Agreement are severable and if any one or more
provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. 

  

					
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