EX-10.1






Exhibit 10.1



NOTICE: YOU SHOULD THOROUGHLY REVIEW AND UNDERSTAND THE TERMS, CONDITIONS AND EFFECT OF THIS
AGREEMENT OF SETTLEMENT AND RELEASE. THEREFORE, PLEASE CONSIDER IT FOR AT LEAST TWENTY-ONE (21)
DAYS BEFORE SIGNING IT. YOU ARE ADVISED TO CONSULT WITH AN ATTORNEY BEFORE YOU SIGN THIS GENERAL
RELEASE.




AGREEMENT OF SETTLEMENT AND RELEASE




     This Agreement of Settlement and Release (“Agreement”) is effective this 1st day of July,
2008, by and between Richard P. Elliott for himself and any and all of his heirs, successors,
assigns, agents, representatives, attorneys and all other affiliated and related individuals
(collectively referred to as “EMPLOYEE”) and Park-Ohio Industries, Inc., a subsidiary of Park-Ohio
Holdings Corp., individually (“PARK-OHIO”) and all of its affiliates, subsidiaries, directors,
officers, present, former and future shareholders, representatives, employees, insurers,
successors, agents, assigns, heirs, beneficiaries, personal representatives, executors,
administrators and any and all persons acting by, through under or in concert with any of them
(collectively referred to as “EMPLOYER”).



     WHEREAS, EMPLOYEE and PARK-OHIO terminated their employment relationship on July 1, 2008; and



     WHEREAS, EMPLOYEE desires to release EMPLOYER from any and all of EMPLOYEE’S potential and
existing claims and disputes against EMPLOYER, whether known or unknown, as of the date of this
Agreement; and



     WHEREAS, EMPLOYEE held a position of trust and responsibility as a key employee of PARK-OHIO
and has acquired substantial knowledge of the identity of customers, suppliers, vendors, products,
pricing plans, operations, procedures, innovations, business relationships, development projects,
plans and other confidential information of EMPLOYER and the disclosure of such information in a
manner not authorized could severely damage the business of EMPLOYER; and



     WHEREAS, EMPLOYER has a substantial interest in protecting its investment in its technology,
operations and business activities, including the goodwill it has established with its customers.



     NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, and
for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged by
the parties, EMPLOYEE and PARK-OHIO hereby agree as follows:



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     1. EMPLOYEE does hereby fully and forever release and discharge EMPLOYER of and from any and
all claims, demands and complaints, whether in law or in equity, civil or criminal, vested or
contingent, before any federal, state, local or private court, agency, arbitrator or other entity,
whether for damages, wages, separation pay, front pay, back pay, vacation pay, attorneys’ fees,
costs, expenses and/or any other relief or remedy arising from, based upon, or in any way connected
with or relating to EMPLOYEE’S employment and/or the termination of his employment with PARK-OHIO
during or after his employment with PARK-OHIO, whether known or unknown, under any contract and/or
federal, state or local law, ordinance or regulation, including, but not limited to, laws or
regulations covering unemployment insurance benefits, workers’ compensation, industrial accidents,
the National Labor Relations Act, as amended (29 U.S.C. §141 et seq. and 29 U.S.C. §151 et seq.),
Title VII of the Civil Rights Act of 1964, and the Civil Rights Act of 1991 (42 U.S.C. §2000e et
seq.), Sections 1981 through 1988 of Title 42 of the United States Code, the Employee Retirement
Income Security Act of 1974, as amended (29 U.S.C. §1001 et seq.), the Immigration Reform and
Control Act (8 U.S.C. §1101 et seq.), the Americans with Disabilities Act of 1990 (42 U.S.C. §12101
et seq.), the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit
Protection Act (29 U.S.C. §621 et seq.), the Fair Labor Standards Act, as amended (29 U.S.C. §201
et seq.), the Occupational Safety and Health Act, as amended (29 U.S.C. §651 et seq.), the Family
and Medical Leave Act (29 U.S.C. §2601 et seq.), Uniform Services Employment and Reemployment
Rights Act (38 U.S.C. §4301 et seq.), the Worker Adjustment and Retraining Notification Act of 1988
(29 U.S.C. 2101 et seq.), and the Sarbanes-Oxley Act (18 U.S.C. 651 et seq.). EMPLOYEE further
waives and releases any and all claims or demands arising under state or local law (e.g., Ohio
Revised Code § 4112 et seq., Ohio Revised Code §4113.52 et seq., Ohio Revised Code §4123 et seq.,
Ohio Revised Code §4123.90 et seq., of like or similar import), including but not limited to, any
and all common law claims including, but not limited to, breach of oral, express or implied
contract, promissory estoppel, wrongful discharge, violation of public policy, and any and all
claims of interference with lawful business relationships, intentional and/or negligent infliction
of emotional distress, loss of consortium, any claims for personal injury, any claims for failing
to obtain employment with any other person or employer, and any other claims under any other tort
or contractual, common law or statutory theory that EMPLOYEE may have which arise out of, or in any
way relate, directly or



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indirectly, to any aspect of EMPLOYEE’S employment and subsequent termination from employment
with PARK-OHIO. EMPLOYEE further agrees that he has received, without incident or interference,
any and all rights and benefits under the Family and Medical Leave Act and the Uniform Services
Employment and Reemployment Rights Act.



     2. EMPLOYEE recognizes and understands that by executing this Agreement, EMPLOYEE shall be
releasing EMPLOYER from any claims under the Age Discrimination in Employment Act, 29 U.S.C.
Section 621 et seq., as amended, by reason of any matters or things arising out of, or in any way
connected with, directly or indirectly, any acts or omissions which would have occurred prior to
and including the effective date of this Agreement.



     3. In consideration of the terms and conditions of this Agreement and subject to EMPLOYEE’s
compliance with the terms and conditions of this Agreement and that certain
Non-Competition/Non-Disclosure/Non-Solicitation Agreement (“Non-Competition Agreement”) PARK-OHIO
hereby agrees to provide to EMPLOYEE the payments and benefits described in the following
subparagraphs (a) and (b):



          (a) PARK-OHIO agrees to pay to EMPLOYEE $300,000.00 as separation pay, with all federal
income, state income, Social Security/Medicare taxes, and any other applicable taxes or deductions
being withheld (the “Separation Pay”). The Separation Pay will be paid in monthly installments for
twelve (12) months in accordance with PARK-OHIO’S regular monthly payroll frequency. The first
payment will be made at the first regular monthly payroll to occur following the date that is
fourteen (14) days after the receipt by PARK-OHIO of this Agreement executed by EMPLOYEE (the
“First Payment Date”). EMPLOYEE waives all rights to interest on the severance amount under
common law, O.R.C. §1343.03(a) or any other law. EMPLOYEE agrees that PARK-OHIO has compensated
EMPLOYEE for all hours worked in accordance with federal and state wage and hour laws and that the
PARK-OHIO does not owe EMPLOYEE any unpaid wages.




          (b) Except as provided in this subparagraph (b) with respect to medical insurance plan
coverage, EMPLOYEE’S participation in all benefit plans and programs provided by PARK-OHIO or any
of its affiliates shall terminate on July 1, 2008. Notwithstanding the foregoing cessation of
benefits, EMPLOYEE and his dependents (as defined in PARK-OHIO’S medical insurance plan) shall be
entitled to continue participation in PARK-OHIO’s medical, dental and related healthcare insurance
plans through the earlier of (i) the date EMPLOYEE becomes eligible




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for any such coverage under another employer’s or any other medical plan or (ii) June 30, 2009
(the “Medical Continuation Period”). During the Medical Continuation Period, EMPLOYEE shall be
responsible for paying the employee’s portion of the medical insurance premium payments at the same
rate that active employee’s, who have elected the same level of coverage, pay. EMPLOYEE hereby
authorizes PARK-OHIO to deduct the employee medical premiums for the medical insurance coverage
period in equal installments from EMPLOYEE’s separation payments hereunder. EMPLOYEE agrees that
the coverage under the medical insurance plan provided during the Medical Continuation Period shall
count against the medical insurance plan’s obligation to provide continuation coverage pursuant to
Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended
(“COBRA”). EMPLOYEE acknowledges and agrees that after June 30, 2009, EMPLOYEE shall only
be entitled to purchase medical insurance in accordance with and pursuant to the time limits
permitted and remaining under COBRA and EMPLOYEE shall be responsible for the payment of any and
all premiums required to continue the medical insurance coverage under COBRA.




     4. All EMPLOYER owned property, including but not limited to hardware, software, printers,
phones, electronics, computers, keys, identification cards and confidential and proprietary
information, as well as open or closed non-confidential business files and records, and credit
cards concerning EMPLOYER business whether held in paper, electronic or any other form, will be
returned promptly by EMPLOYEE.



     5. EMPLOYEE shall not access any network systems managed or used by PARK-OHIO. EMPLOYEE will
be permitted access to his PARK-OHIO email account for the forty five (45) days following the
effective date of this Agreement. In further consideration of the payments to be made to EMPLOYEE
hereunder, EMPLOYEE agrees to make himself available, cooperate with and provide PARK-OHIO
reasonable assistance, as necessary, for the transition of EMPLOYEE’S assignments, including but
not limited to turning over all matters in which EMPLOYEE was or is involved.



     6. EMPLOYEE acknowledges that he has not initiated a claim, lawsuit, charge of discrimination
or any other legal proceeding against EMPLOYER.



     7. EMPLOYEE agrees never to file or otherwise initiate a lawsuit or any other legal
proceeding, or seek damages against EMPLOYER regarding any claim that is released in this
Agreement. While EMPLOYEE acknowledges and understands that by this Agreement he



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foregoes, among other things, any and all past and present rights to recover money damages
arising out of EMPLOYEE’S employment and termination, the parties agree that this Agreement shall
not preclude EMPLOYEE from filing any charge with the EEOC or similar administrative agency or from
any way participating in any investigation, hearing, or proceeding of the EEOC. EMPLOYEE, however,
agrees to waive any relief from any such administrative agency. Notwithstanding the foregoing,
Agreement shall not affect EMPLOYEE’s right to receive unemployment compensation. EMPLOYEE further
represents that he will not encourage, solicit, cooperate or participate in the investigation or
prosecution of any action against EMPLOYER (other than an investigation of an administrative agency
charge) unless EMPLOYEE is specifically subpoenaed to appear in such proceedings. Finally,
EMPLOYEE agrees that he will not encourage, solicit or assist any former, current or future
employee of EMPLOYER to pursue any claim(s) against EMPLOYER and will not discuss in any way with
any former, current or future employees of EMPLOYER the pursuit of such claims.



     8. EMPLOYEE hereby acknowledges and agrees that in the event EMPLOYEE breaches any term
or condition of this Agreement or the Non-Competition Agreement then PARK-OHIO shall be under no
further obligation to pay EMPLOYEE any amounts or benefits under this Agreement which remain unpaid
at the time of such breach. The foregoing shall be in addition to any other remedies PARK-OHIO may
otherwise have under the law.



     9. EMPLOYEE acknowledges that by entering into this Agreement, EMPLOYER does not admit that it
engaged in any wrongful or unlawful act or that it violated any federal, state or local statute,
law, ordinance or regulation. EMPLOYEE further acknowledges that EMPLOYER specifically denies that
it engaged in any wrongful or unlawful acts and that it is entering into this Agreement solely for
the purpose of avoiding the time and expense involved in proceeding with a lawsuit. This Agreement
extends to all claims of every nature and kind whatsoever, whether known or unknown, suspected or
unsuspected, that exists or might exist as of the date of this Agreement.



     10. EMPLOYEE agrees to keep the terms of this Agreement confidential. EMPLOYEE further agrees
that he will refrain from making any disparaging statements about EMPLOYER, or EMPLOYER’S
personnel.



     11. EMPLOYEE represents and acknowledges that in executing this Agreement, he does not rely
and has not relied upon any representations or statements made by any other party hereto, or by any
other party’s agents, representatives or attorneys. Further, EMPLOYEE expressly waives



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his rights to any information which is not disclosed prior to the execution of this Agreement.



     12. EMPLOYEE acknowledges that he was given at least twenty-one (21) days in which to
consider whether to execute this Agreement before being required to make a decision. EMPLOYEE
further acknowledges that he may revoke this Agreement for a period of seven (7) calendar days from
the date he executed the Agreement. EMPLOYEE understands that if he exercises his right to revoke
this Agreement, the agreements reflected herein will no longer be in effect. Any notice of
revocation must be in writing and must be received by PARK-OHIO, Attention Legal Department, at
6065 Parkland Boulevard, Cleveland, Ohio 44124 prior to the expiration of the seven (7) calendar
day revocation period.



     13. EMPLOYEE represents and warrants that he has neither made, nor suffered to be made, any
assignment or transfer of any right, claim, demand or cause of action which is the subject of this
Agreement and that EMPLOYEE is the sole and absolute legal and equitable owner of all rights,
claims, demands or causes of action herein released.



     14. EMPLOYEE agrees to abide by and acknowledges the validity and enforceability of the
Non-Competition Agreement which EMPLOYEE executed, and which is attached hereto and made a part
hereof as Exhibit A. Should there be a conflict between the terms of this Agreement and the
Non-Competition Agreement relating to subject matter of the Non-Competition Agreement, then the
terms of the Non-Competition Agreement shall prevail. 15. The parties hereto acknowledge
and agree that, in the event of default of EMPLOYEE’S obligations hereunder, EMPLOYER would suffer
irreparable injury and EMPLOYER shall be entitled to immediate injunctive relief in addition to
monetary damages, attorney fees and costs.



     16. This Agreement, the Non-Competition Agreement attached as Exhibit A, the Stock Option
Agreements dated November 30, 2001, May 2, 2005 and April 12, 2007 and that certain letter
agreement between EMPLOYER and EMPLOYEE dated July 11, 2008 constitute the entire agreements
between EMPLOYEE and EMPLOYER and there are no other oral or written agreements between EMPLOYEE
and EMPLOYER. No waiver, modification or amendment of any terms, conditions or provisions of this
Agreement shall be valid or have any force or effect unless made in writing and signed by the
parties.



     17. The parties acknowledge that this Agreement shall be construed and interpreted in
accordance with the laws of the State of Ohio. The parties hereto voluntarily consent and allow
the



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courts of the State of Ohio to assume jurisdiction over any disputes and/or controversies
between the parties, arising out of or concerning this Agreement. The parties agree that any
litigation arising out of this Agreement or concerning the rights and obligations hereunder shall
be commenced and maintained in the appropriate courts of the State of Ohio.



     18. The provisions of this Agreement are severable, and the invalidity of any one or
more of the provisions shall not affect or limit the enforceability of the remaining provisions.
Should any provision be held unenforceable for any reason, the remaining provisions shall be
enforced to the maximum extent permitted by law. In addition, should a court of competent
jurisdiction herein find any provision of the Non-Competition Agreement null and void or
unenforceable, it is expressly agreed that EMPLOYER shall then be entitled to the maximum relief
allowable by law as to geography, duration and scope of relief.



     19. Each payment and the provision of each benefit under this Agreement will be considered a
separate payment and not one of a series of payments for purposes of Section 409A of the Internal
Revenue Code (“Code”). It is intended that this Plan comply with the provisions of Section 409A of
the Code. This Plan will be administered in a manner consistent with such intent. Notwithstanding
any other provision of this Agreement, PARK-OHIO shall not be obligated to guarantee any particular
tax result for EMPLOYEE with respect to any payment provided to EMPLOYEE hereunder, and EMPLOYEE
shall be responsible for any taxes imposed on EMPLOYEE with respect to any such payment.



     20. EMPLOYEE represents and affirms under penalties of perjury that he executes this Agreement
knowingly and voluntarily, that he has been thoroughly advised of his right to discuss all aspects
of this Agreement with counsel prior to executing this Agreement, that he understands the terms of
this Agreement, that he has had a reasonable time to consider this Agreement, that its terms
represent consideration in addition to anything of value to which he is already entitled, and that
his attorney has explained the terms of this Agreement to him.



	 	 	 	 	 
	 
	 	 	 	 
	 
	 	/s/ Richard P. Elliott
 
EMPLOYEE	 	 






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     SWORN TO BEFORE ME and subscribed in my presence this
17th day of July, 2008.



	 	 	 	 	 	 	 
	 	 	/s/
Linda Kold	 	 
	 	 	Notary Public	 	 
	 
	 	 	 	 	 	 
	 	 	Park-Ohio Industries, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Robert D. Vilsack	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:	 	Secretary and General Counsel	 	 
	 

	 	 	 	 

	 	 







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