EX-10.2






Exhibit A



CORE MOLDING TECHNOLOGIES, INC.

SECOND AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT




This Second Amended and Restated Executive Severance Agreement (“Agreement”) is made as of the
     day of December, 2008, by and between Core Molding Technologies, Inc., a Delaware corporation,
with its principal office at 800 Manor Park Drive, Columbus, Ohio 43228-0183 (the “Company”), and
     , an individual, residing at      (the “Executive”).



W I T N E S S E T H




WHEREAS, in order to assure the Company of stability and continuity of senior management, the
Company and the Executive entered into an Executive Severance Agreement as of May 16, 2006, as
thereby amended from time to time (as amended, the “Prior Agreement”);



WHEREAS the Executive remains employed by the Company in the capacity of President and Chief
Executive Officer and the Executive is one of the key executives of the Company; and



WHEREAS, the Company and the Executive now desire to amend and restate the Prior Agreement in
order to ensure compliance with certain provisions of the Internal Revenue Code and to make certain
other changes to the Prior Agreement as set forth herein.



NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and
other good and valuable consideration, the receipt of which is hereby acknowledged, the parties
hereby agree as follows:




	1.	 	Term of This Agreement.





The Term of this Agreement shall commence on the date hereof and continue until December 31,
2008; provided, however, that commencing on January 1, 2009 and each January 1st thereafter, the
above-referenced date and the Term of this Agreement shall automatically be extended for one
additional year unless at least thirty days prior to such January 1st date, the Company or the
Executive shall have given notice that it or he does not wish to extend this Agreement. The phrase
“Term of this Agreement” shall refer to the period commencing on the date hereof and ending on
December 31, 2008 (or any extension thereof pursuant to the preceding sentence).



Nothing contained in this Agreement shall prevent the Company at any time from terminating the
Executive’s right and obligation to perform service for the Company or prevent the Company from
removing the Executive from any position which the Executive holds in the Company, subject to the
obligation of the Company to make payments and provide benefits if and to the extent required under
this Agreement, which payments and benefits shall be full and complete liquidated damages, insofar
as the obligations of the Company pursuant to this Agreement are concerned, for any such action
taken by the Company. The Executive specifically acknowledges that, except for this Agreement, his
employment by the Company is employment-at-will, subject to termination by the Executive, or by the
Company, at any time with or without cause. The Executive acknowledges that such
employment-at-will status cannot be modified except in a specific writing which has been authorized
or ratified by the Company’s Board of Directors (the “Board”).




	2.	 	Change in Control.





Notwithstanding the other provisions of this Agreement, no benefit shall be payable under this
Agreement unless a Change in Control (as defined below) of the Company shall be deemed to have
occurred and the Executive’s employment by the Company shall have been terminated (by the Executive
or by the Company) within two (2) years thereafter. For purposes of this Agreement, a “Change in
Control of the Company” shall be deemed to have occurred if any one of the following takes place:



(a) The Company is merged, consolidated or reorganized into or with another corporation,
partnership, limited liability company, trust, or other legal person (collectively referred herein
as a “Business Entity”), and immediately after such merger, consolidation, or reorganization less
than fifty percent (50%) of the combined voting power of the then-outstanding securities of such
Business Entity immediately after such transaction are held in the aggregate by the holders of
voting stock of the Company immediately prior to such transaction;



(b) The Company sells all or substantially all of its assets to any other Business Entity, and
less than fifty percent (50%) of the combined voting power of the then-outstanding securities of
such Business Entity immediately after such sale are held in the aggregate by the holders of voting
stock of the Company immediately prior to such sale;



(c) There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form
or report), each as promulgated pursuant to the Securities Exchange Act of 1934 (“Exchange Act”),
disclosing that any person (as the term “person” is used in Section 13(d)(3) or Section 14(d)(2) of
the Exchange Act) has become the beneficial owner (as the term “beneficial owner” is defined under
Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of securities
representing 50% or more of the voting stock of the Company;



(d) The Company files a report or proxy statement with the Securities and Exchange Commission
pursuant to the Exchange Act disclosing in response to Form 8-K or Schedule 14A (or any successor
schedule, form or report or item therein) that a change in control of the Company has occurred ; or



(e) If during any period of two consecutive years, individuals who at the beginning of any
such period constitute the directors of the Company cease for any reason to constitute at least a
majority thereof, provided, however, that for purposes of this Section 2(e), each director who is
first elected, or first nominated for election by the Company’s stockholders, by a vote of at least
two thirds of the directors of the Company (or a committee thereof) then still in office who were
directors of the Company at the beginning of any such period will be deemed to have been a director
of the Company at the beginning of such period.




	3.	 	Notice of Termination; Date of Termination.





(a) Any termination of the Executive’s employment by the Company or by the Executive shall be
communicated by written Notice of Termination to the other party thereto. For purposes of this
Agreement, a “Notice of Termination” shall mean a notice that shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of employment under the
provision so indicated. Furthermore, either the Executive or the Company may give a Notice of
Termination to the other party for the purpose of terminating this Agreement, as such, without
terminating the Executive’s Employment with the Company, which Notice of Termination shall have the
effect of terminating this Agreement at the expiration of the Term of this Agreement as in effect
on the date of giving such Notice of Termination.



(b) “Date of Termination” shall mean:




	 	(i)	 	If the Agreement is terminated for Disability (as defined in
Section 7 below), thirty (30) days after Notice of Termination is given
(provided that the Executive shall not have returned to the performance of his
duties on a full-time basis during such thirty (30) day period),






	 	(ii)	 	If the Executive terminates his employment voluntarily, the
date specified in the Notice of Termination,






	 	(iii)	 	The expiration or termination of the Term of this Agreement,
and






	 	(iv)	 	If the Executive’s employment is terminated for any other
reason, the date on which a Notice of Termination is given; provided that if
within thirty days after any Notice of Termination is given the party receiving
such Notice of Termination notifies the other party that a dispute exists
concerning the termination, the Date of Termination shall be the date on which
the dispute is finally determined, either by mutual written agreement of the
parties, by a binding and final arbitration award or by a final judgment, order
or decree of a court of competent jurisdiction (the time for appeal therefrom
having expired and no appeal having been perfected).






	4.	 	Compensation After Change in Control.





Immediately after any Change in Control of the Company shall be deemed to have occurred, the
Executive shall be entitled to receive for the remainder of the Term of this Agreement (as extended
from time to time) an annual base salary (the “Base Salary”), payable in installments in accordance
with the current practice of the Company, at an annual rate at least equal to the aggregate annual
base salary payable to the Executive as of the date hereof. The Base Salary may be increased (but
may not be decreased) at any time and from time to time by action of the Board of Directors of the
Company, any committee thereof, or any individual having authority to take such action, in
accordance with the Company’s regular practices, and, if so increased, such increased Base Salary
shall thereafter be the Base Salary for the purposes of this Agreement. Any increase in the Base
Salary shall not serve to limit or reduce any other obligation of the Company hereunder.




	5.	 	Benefit Plans.





After a Change in Control of the Company shall be deemed to have occurred,



(a) The Company agrees to continue in effect any perquisite, benefit or compensation plan
(including without limitation the Company’s annual cash profit sharing plan, long-term equity
incentive plan, stock purchase plan, section 401(k) plan, dental plan, life insurance plan, health
and accident plan, disability plan, or deferred compensation plan) in which the Executive currently
participates (collectively referred to as the “Benefit Plans”); or to maintain plans providing
substantially similar benefits, unless the continuation of any such plan (or similar plan) would
not, in the good faith discretion of the Company, be an economically reasonable decision, taking
into account all facts and circumstances;



(b) Other than as provided in paragraph (a), the Company agrees not to take any action that
would adversely affect the Executive’s participation in, or materially reduce the benefits under,
any of the Benefit Plans or deprive the Executive of any material fringe benefit currently enjoyed;
and



(c) The Company agrees to provide the Executive with the number of paid vacation days to which
he is entitled in accordance with the Company’s normal vacation policy in effect on the date
hereof.




	6.	 	Termination for Cause.





(a) The Company may terminate the Executive’s employment for Cause. For the purposes of this
Agreement, the Company shall have “Cause” to terminate employment hereunder only (i) if termination
shall have been the result of an act or acts of dishonesty by the Executive constituting a felony
and resulting or intended to result directly or indirectly in substantial gain or personal
enrichment to the Executive at the expense of the Company; or (ii) upon the willful and continued
failure by the Executive substantially to perform his duties with the Company (other than any such
failure resulting from incapacity due to mental or physical illness) after a demand in writing for
substantial performance is delivered by the Board, which demand specifically identifies the manner
in which the Board believes that the Executive has not substantially performed his duties, and such
failure results in demonstrably material injury to the Company. The Executive’s employment shall
in no event be considered to have been terminated by the Company for Cause if such termination took
place as the result of (i) bad judgment or negligence, or (ii) any act or omission without intent
of gaining therefrom directly or indirectly a profit to which the Executive was not legally
entitled, or (iii) any act or omission believed in good faith to have been in or not opposed to the
interest of the Company, or (iv) any act or omission in respect of which a determination is made
that the Executive met the applicable standard of conduct prescribed for indemnification or
reimbursement or payment of expenses under the By-Laws of the Company or the laws of the State of
Delaware, in each case as in effect at the time of such act or omission. The Executive shall not
be deemed to have been terminated for Cause unless and until there shall have been delivered to him
a copy of a resolution duly adopted by the affirmative vote of a majority of the entire membership
of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to
the Executive and an opportunity for him, together with his counsel, to be heard before the Board),
finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth
above in clauses (i) or (ii) of the first sentence of this paragraph and specifying the particulars
thereof in detail.



(b) If the Executive’s employment shall be terminated for Cause, the Company shall pay the
Executive his full Base Salary through the Date of Termination at the rate in effect at the time
Notice of Termination is given and the Company shall have no further obligations to the Executive
under this Agreement.




	7.	 	Termination for Death or Disability.





(a) The Company may terminate this Agreement on account of the Executive’s death, or for
“Disability” if the Executive is “Disabled.” For purposes of this Agreement, the Executive shall
be considered Disabled only if, as a result of his incapacity due to physical or mental illness, he
shall have been absent from his duties with the Company on a full-time basis for a period of one
year and a physician selected by him is of the opinion that (i) he is suffering from total
disability, as determined by the Executive’s physician and (ii) he will qualify for Social Security
Disability Payment and (iii) within thirty (30) days after written notice of termination is given,
he shall not have returned to the full-time performance of his duties.



(b) If the Company terminates this Agreement on account of the Executive’s death or because
the Executive is Disabled, the Company shall pay the Executive (or his successors) his full Base
Salary through the Date of Termination at the rate in effect at the time Notice of Termination is
given and the Company shall have no further obligations to the Executive under this Agreement.




	8.	 	Termination Following Retirement.





(a) This Agreement will terminate upon the Executive’s Retirement. For purposes of this
Agreement, “Retirement” shall mean termination of the Executive’s employment with his consent in
accordance with the Company’s retirement policy (including early retirement) generally applicable
to its salaried employees or in accordance with any retirement arrangement established with the
Executive’s consent with respect to him.



(b) In the event this Agreement terminates following the Executive’s Retirement, the Company
shall pay to the Executive all amounts that may be due and payable at his full Base Salary through
the Date of Termination at the rate in effect at the time Notice of Termination is given and the
Company shall have no further obligations to the Executive under this Agreement.




	9.	 	Termination of Employment by the Executive for Good Reason.





(a) Upon the occurrence of a Change in Control, the Executive may terminate his employment for
Good Reason. For purposes of this Agreement, “Good Reason” will exist if any one or more of the
following occur:




	 	(i)	 	Failure by the Company to honor any of its obligations under
Sections 4, 5, 6 or 11; or






	 	(ii)	 	Any purported termination by the Company of the Executive’s
employment that is not effected pursuant to a Notice of Termination satisfying
the requirements of Section 3 above and, for purposes of this Agreement, no
such purported termination shall be effective; or






	 	(iii)	 	Failure to elect or reelect or otherwise to maintain the
Executive to the office or the position (or a substantially equivalent office
or position) in the Company that the Executive held immediately prior to a
Change in Control, or the removal of the Executive as a Director of the Company
(or any successor thereto) if the Executive shall have been a Director of the
Company immediately prior to the Change in Control; or






	 	(iv)	 	An adverse change in the compensation or benefits of the
Executive or in the nature or scope of the authorities, powers, functions,
responsibilities or duties attached to the position with the Company which the
Executive held immediately prior to the Change in Control, (including but not
limited to assignment by the Company to the Executive of duties inconsistent
with his or her current positions, duties, responsibilities, and status with
the Company or a change of his or her compensation or benefits or his or her
reporting responsibilities, titles, or offices currently in effect) without the
prior written consent of the Executive, which is not remedied within 10
calendar days after receipt by the Company of written notice from the Executive
of such change; or






	 	(v)	 	A determination by the Executive made in good faith that as a
result of a Change in Control and a change in circumstances thereafter
significantly affecting his position, including without limitation a change in
the scope of the business or other activities for which he was responsible
immediately prior to a change in control, he has been rendered substantially
unable to carry out, has been substantially hindered in the performance of, or
has suffered a substantial reduction in, any of the authorities, powers,
functions, responsibilities or duties attached to the position held by the
Executive immediately prior to the Change in Control, which situation is not
remedied within 10 calendar days after written notice to the Company from the
Executive of such determination; or






	 	(vi)	 	The Company shall relocate its principal executive offices, or
require the Executive to have his principal location of work changed, to any
location which is in excess of 50 miles from the location thereof immediately
prior to the Change in Control or to travel away from his office in the course
of discharging his or her responsibilities or duties hereunder significantly
more (in terms of either consecutive days or aggregate days in any calendar
year) than was required of him prior to the Change in Control without, in
either case, his prior written consent.






	10.	 	Compensation Upon Certain Terminations.





(a) If, within the two-year period subsequent to a Change in Control, (A) the Company shall
terminate the Executive’s employment other than pursuant to Sections 6 or 7 hereof, or (B) the
Executive shall terminate his employment for Good Reason pursuant to Section 9 hereof, then the
Company shall pay to the Executive in a lump sum on the fifth business day following the Date of
Termination, the following amounts:




	 	(i)	 	The Executive’s Base Salary through the Date of Termination at
the rate in effect at the time Notice of Termination is given; and






	 	(ii)	 	In lieu of any further salary payments for periods subsequent
to the Date of Termination, an amount equal to 2.99 times the sum of (A) the
average of the Executive’s Base Salary as reported on the Executive’s W-2 form
for the five (5) calendar years prior to the year in which such termination
occurs, or, in the event the Executive has been employed by the Company for
less than five (5) calendar years, an average based upon such lesser number of
calendar years for which the executive has actually been employed, and (B) the
average of the cash bonuses earned by the Executive as reported on the
Executive’s W-2 form for the five (5) calendar years prior to the year in which
such termination occurs, provided that the sum of clauses (A) and (B) of this
Section 10(a)(ii) (plus any parachute payments (as defined in Section 280G of
the Internal Revenue Code (the “Code”)) attributable to the accelerated vesting
provided for in Section 10(b), or otherwise provided for the benefit of
Executive pursuant to this or any other agreement, plan, or arrangement) shall
not exceed 2.99 times the “Base Amount” as defined in Section 280G(b)(3) of the
Code.





(b) If, within the two-year period subsequent to a Change in Control of the Company, (i) the
Company shall terminate the Executive’s employment other than pursuant to Sections 6 or 7 hereof or
(ii) the Executive shall terminate his employment for Good Reason pursuant to Section 9 hereof, all
unvested stock options, stock appreciation rights, and restricted stock awards shall immediately
vest in full.



(c) Notwithstanding anything in this Agreement to the contrary, no payments pursuant to
Section 10(a)(ii) hereof (or any other payments of deferred compensation as defined in Section 409A
of the Code) may be paid to Executive unless his termination of employment qualifies as a
“separation from service” as such term is defined for purposes of Section 409A of the Code.
Furthermore, if (i) Executive is a “specified employee,” within the meaning of Section 409A of the
Code and the regulations thereunder, and (ii) Executive is subject to the provisions of Section
409A(a)(2)(B) of the Code (or any comparable successor provision) at the time his employment
terminates (whether as a result of termination by the Company, or by the Executive for Good
Reason), the payment made to Executive pursuant to Section 10(a)(ii) hereof (plus any other
payments of “deferred compensation”, as defined in Section 409A of the Code, made to Executive
pursuant to this Agreement in the six-month period following his termination of employment) shall
not be paid to Executive on the fifth business day following the Date of Termination but instead
will be paid to Executive on the first day of the seventh month following his “separation from
service” (as such term is defined for purposes of Section 409A of the Code).




	11.	 	Successors, Binding Agreement.





The Company will require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or assets of the
Company, by agreement in form and substance satisfactory to the Executive, to expressly assume and
agree to perform this Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place. Failure of the Company to obtain
such agreement prior to the effectiveness of any such succession shall be a breach of this
Agreement and shall entitle the Executive to compensation from the Company in the same amount and
on the same terms as would apply if the Executive terminated his employment within the two-year
period following a Change in Control, except that for purposes of implementing the foregoing, the
date on which any such succession becomes effective shall be deemed the Date of Termination. As
used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor
to its business and/or assets as aforesaid that executes and delivers the agreement provided for in
this section or which otherwise becomes bound by all the terms and provisions of this Agreement by
operation of law. This Agreement shall inure to the benefit of and be enforceable by the
Executive’s personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If the Executive should die while any amount would still be
payable hereunder had the Executive continued to live, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to his devisee, legatee, or
other designee or, if there be no such designee, to his estate.




	12.	 	Notice.





Notices and all other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by United States registered mail,
return receipt requested, postage prepaid, addressed to the respective addresses set forth in the
introductory paragraph of this Agreement, provided that all notices to the Company shall be
directed to the attention of the Chairman of the Board of the Company, or to such other address as
either party may have furnished to the other in writing in accordance herewith, except that notices
of change of address shall be effective only upon receipt.




	13.	 	Miscellaneous.





No provisions of this Agreement may be modified, waived or discharged unless such
modification, waiver or discharge is agreed to in writing signed by the Executive and such officer
as may be specifically designated by the Board. No waiver by either party hereto at any time of
any breach by the other party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time. No agreement or
representations, oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not set forth expressly in this Agreement. The validity,
interpretation, construction and performance of this Agreement shall be governed by the laws of the
State of Delaware.




	14.	 	Validity.





The invalidity or uneforceability of any one or more provisions of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement, which shall remain
in full force and effect.




	15.	 	Counterparts.





This Agreement may be executed in one or more counterparts, each of which shall be deemed to
be an original but all of which together will constitute one and the same instrument.




	16.	 	Arbitration.





Any dispute or controversy arising under or in connection with this Agreement shall be settled
exclusively by arbitration in Columbus, Ohio in accordance with the rules of the American
Arbitration Association then in effect; provided that all arbitration expenses shall be borne by
the Company. Notwithstanding the pendency of any dispute or controversy concerning termination or
the effects thereof, the Company will continue to pay the Executive his full compensation in effect
immediately before any Notice of Termination giving rise to the dispute was given and continue him
as a participant in all compensation, benefit and insurance plans in which he was then
participating, until the dispute is finally resolved. Amounts paid under this paragraph are in
addition to all other amounts due under this Agreement and shall not be offset against or reduce
any other amounts due under this Agreement. Judgment may be entered on the arbitrators’ award in
any court having jurisdiction; provided, however, that the Executive shall be entitled to seek
specific performance of his right to be paid until the Date of Termination during the pendency of
any dispute or controversy arising under or in connection with this Agreement.




	17.	 	Tax Matters – Optional Right of Partial Disclaimer.





It is recognized that under certain circumstances:



(a) Payments or benefits provided to the Executive under this Agreement might give rise to an
“excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986,
or any successor provision thereof.



(b) It might be beneficial to the Executive to disclaim some portion of the payment or benefit
in order to avoid such “excess parachute payment” and thereby avoid the imposition of an excise tax
resulting therefrom.



(c) Under such circumstances it would not be to the disadvantage of the Company to permit the
Executive to disclaim any such payment or benefit in order to avoid the “excess parachute payment”
and the excise tax resulting therefrom.



Accordingly, the Executive may, at the Executive’s option, exercisable at any time or from time to
time, disclaim any entitlement to any portion of the payment or benefits arising under this
Agreement which would constitute “excess parachute payments,” and it shall be the Executive’s
choice as to which payments or benefits shall be so surrendered, if and to the extent that the
Executive exercises such option, so as to avoid “excess parachute payments.”




	18.	 	Withholding of Taxes.





The Company may withhold from any amounts payable under this Agreement all federal, state,
city or other taxes as shall be required pursuant to any law or government regulation or ruling.




	19.	 	Legal Fees and Expenses.





It is the intent of the Company that the Executive not be required to incur the legal expenses
associated with (i) the interpretation of any provision in, or obtaining of any right or benefit
under, this Agreement or (ii) the enforcement of his rights under this Agreement by litigation or
other legal action, because the cost and expense thereof would substantially detract from the
benefits intended to be extended to the Executive hereunder. Accordingly, the Company irrevocably
authorizes the Executive from time to time to retain counsel of his choice, at the expense of the
Company as hereafter provided, to represent the Executive in connection with the interpretation or
enforcement of this Agreement, including the initiation or defense of any litigation or other legal
action, whether by or against the Company or any Director, officer, stockholder or other person
affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior
attorney-client relationship between the Company and such counsel, the Company irrevocably
consents to the Executive’s entering into an attorney-client relationship with such counsel, and in
that connection the Company and the Executive agree that a confidential relationship shall exist
between the Executive and such counsel. The Company shall pay or cause to be paid and shall be
solely responsible for any and all attorneys’ and related fees and expenses incurred by the
Executive under this Section 19.



Remainder of Page Intentionally Left Blank; Signature Page Follows]





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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
written above.



CORE MOLDING TECHNOLOGIES, INC.



By:

Name: Malcolm Prine

Title: Chairman of the Board





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