exv10w3



 





Exhibit 10.3




AMENDMENT NO. 1 TO THE

NEENAH FOUNDRY COMPANY

2003 SEVERANCE AND CHANGE OF CONTROL PLAN




     This Amendment to the Neenah Foundry Company 2003 Severance and Change of Control Plan is
effective as of June 5, 2007.



PREMISES





     a. Neenah Foundry Company (the “Company”) previously adopted the 2003 Severance and
Change of control Plan (the “Plan”).




     b. ACP has experienced a Change of Control and certain of the provisions of the Plan
must be changed in light of that Change of Control.




     c. The Company wishes to add Participants to the Plan and to increase the period over
which Participants will receive protection following a Change of Control.



AMENDMENT




     1. In Section 2, the definition of Change of Control is amended to read as follows:




“Change of Control” means the consummation of any transaction or series of related
transactions, the result of which is that: (i) any Person or group (within the
meaning of Rule 13d-5 of the Exchange Act), other than Tontine together with its
Affiliates, shall own directly or indirectly, beneficially or of record, greater
than 50% of the equity securities of ACP or the Company on a fully diluted basis;
(ii) substantially all of the assets of ACP and its subsidiaries taken as a whole
are sold or ACP is merged or recapitalized and the stockholders of ACP do not own a
majority of the voting stock of the surviving corporation, or (iii) after the first
fully distributed public offering of voting stock of any member of the Company
Group (1) any Person or group (within the meaning of Rule 13d-5 of the Exchange
Act), shall own directly or indirectly, beneficially or of record, a percentage of
the issued and outstanding voting stock of ACP or the Company on a fully diluted
basis, having ordinary voting power in excess of 35% and in excess of the
percentage then owned, directly or indirectly, beneficially and of record, on a
fully diluted basis, by Tontine together with its Affiliates, or (2) a majority of
the seats on the boards of directors of ACP or the Company (except in the case of
any vacancy for 30 days or less resulting from the death or resignation of any
director) is replaced
during a twelve-month period by persons who were neither (i) nominated



 









 







by Tontine
nor (ii) appointed by directors so nominated, in each case, whether as the result
of the purchase, issuance or sale of securities of any member of the Company Group
or any merger, consolidation, liquidation, dissolution, recapitalization or similar
transaction involving any member of the Company Group. Notwithstanding the
foregoing, no Change of Control shall have occurred unless the transaction or
series of transactions results in a Change in Control within the meaning of Code
Section 409A and the regulations thereunder. This Change of Control definition
shall be interpreted in a manner which is consistent with Code Section 409A and the
regulations thereunder.”



     2. In Section 2, the definition of “Permitted Holders” is deleted.



     3. In Section 2, the definition of “Plan Participant” is amended to read as follows:




“Plan Participant means each of William Barrett, Gary Lachey, Frank Headington,
Timothy Koller, William Martin, Joseph Varkoly, Steve Shaffer, John Andrews, Robert
Gitter, Dennis O’Brien, Joseph Harvey, Ronald Schmucker and any other employee of
the Company Group selected by the Board or the Committee.”



     4. Section 2 is amended to add the following definition:




     “Tontine means Tontine Capital Partners, L.P., a Delaware limited partnership.”



     5. Section 4. (b) is amended by substituting “one year” for “180 days” where “180 days”
appears in Section 4. (b).