exv10w1



 





Exhibit 10.1




EMPLOYMENT AGREEMENT

AND RESTRICTED STOCK GRANT




     THIS EMPLOYMENT AGREEMENT AND RESTRICTED STOCK GRANT (the “Agreement” or the “Employment
Agreement”) is by and among Neenah Foundry Company, a Wisconsin corporation (“Employer”), ACP
Holding Company, a Delaware corporation (“ACP”), and Robert E. Ostendorf, Jr. (“Executive”).



WITNESSETH:




     WHEREAS, Executive possesses knowledge and skills that will contribute to the successful
operation of Employer’s business;



     WHEREAS, the Employer desires to enter into this Employment Agreement with Executive, and
Executive is willing to enter into this Employment Agreement with Employer upon the terms and
subject to the conditions set forth herein.



     NOW, THEREFORE, intending to be legally bound, Employer agrees to employ Executive, and
Executive hereby agrees to be employed by Employer, upon the following terms and conditions:



ARTICLE I

EMPLOYMENT




     1.01 Position. Employer hereby agrees to employ Executive as Employer’s President and
Chief Executive Officer, and Executive hereby agrees to such employment and will devote such
Executive’s full business time and attention to the business and affairs of the Consolidated
Company and the performance of Executive’s duties in such capacity and such other duties consistent
with such position as may be assigned to Executive from time to time by and under the supervision
and direction of the board of directors of Employer (the “Board”) through the Chairman of the Board
(the “Chairman”). Subject to the customary oversight and direction of the Board and the Chairman,
the Executive shall have the power and authority necessary to manage the day-to-day operations of
the business of the Employer, including the ultimate authority to hire and fire employees of
Employer (provided that any hiring or firing of officers of Employer shall require the approval of
the Board), the development and implementation of strategic business plans, policies and procedures
of Employer and the financial and accounting functions of Employer, including budgeting and
reporting processes. So long as Executive continues to be employed by Employer in the foregoing
capacity, he shall also serve as a member of the boards of directors of ACP and each of its
subsidiaries and any committee thereof to which Executive is appointed.



     1.02 Term. The period from the Effective Date until the date Executive is no longer
employed by Employer is referred to herein as the “Employment Period.”



 









 





     1.03 Cash Compensation. During the Employment Period, Executive will receive a
minimum base salary of $450,000 per year (as adjusted from time to time, the “Base Salary”). The
Base Salary shall be paid by Employer in regular installments in accordance with Employer’s general
payroll practices (as in effect from time to time) and shall be subject to customary withholding.
The Base Salary may be increased (but not decreased) at any time and from time to time by action of
the Board or any committee thereof having authority to take such action. In addition to the Base
Salary, Executive shall be eligible to receive an annual bonus. Such bonus for the fiscal year
ended September 30, 2007 shall be $225,000 multiplied by a fraction, the numerator of which is the
number of days from the Effective Date until September 30, 2007 and the denominator of which is
365. For subsequent fiscal years, Executive’s target bonus will be equal to 50% of Executive’s
base salary with the amount based on Executive’s performance and the performance of the
Consolidated Company versus predetermined initial goals established by the Compensation Committee
of the Board and will be paid out at between 0% and 200% of target. Executive’s performance goals
would be similar to those of other senior executives of the Consolidated Company, except that
Executive’s performance goals may include goals that are specific to Executive as Chief Executive
Officer.



     1.04 Executive Benefits. During the Employment Period, the coverages and benefits
provided to Executive pursuant to employee benefit plans, policies, programs or arrangements
maintained by Employer or any other member of the Consolidated Company shall be no less favorable
than the plans, policies, programs and arrangements provided to other senior executives of the
Consolidated Company. Notwithstanding Consolidated Company policies, the Executive shall be
entitled to 4 weeks of vacation, and for purposes of the Consolidated Company’s vacation policy and
entitlement to increased vacation time in the future, shall be deemed as of the date hereof to have
the amount of seniority required to qualify for a vacation schedule of four weeks. In addition to
the benefits Executive is entitled to under the Employer policy regarding moving expenses,
Executive will be entitled to protection up to $100,000 against a loss in connection with the sale
of Executive’s primary residence in Michigan. The payment in connection with such loss would be
equal to $850,000 minus the actual sales price of the house, provided however that such payment
shall not exceed $100,000.



     1.05 Reimbursement. Employer shall reimburse Executive for all reasonable expenses
incurred by Executive in the course of performing Executive’s duties under this Agreement that are
consistent with the policies of Employer in effect from time to time with respect to travel,
entertainment and other business expenses, subject to the requirements of Employer with respect to
reporting and documentation of such expenses.



     1.06 Severance Plan. If the Employment Period is terminated, Executive shall receive
the severance payments and benefits to which Executive is entitled pursuant to the Severance Plan
(as defined below). Executive represents and certifies that Executive has carefully reviewed this
Agreement and the Company’s 2003 Severance and Change of Control Plan, as amended (the “Severance
Plan”), a copy of which is attached as Exhibit A hereto and is entering into this Agreement in
reliance upon the terms thereof. For purposes of Section 4(a) of the Severance Plan, “Payout
Period” will be 2.0 years and “Severance Multiple” will be 2.0, and for purposes of Section 4(b) of
the Severance Plan, “Change of Control Multiple” will be 3.0.



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ARTICLE II

EQUITY COMPENSATION




     2.01 Equity Incentive Plan Grants. (a) Executive shall be entitled to participate in
and receive grants under the Neenah Foundry Company 2003 Management Equity Incentive Plan, as
amended from time to time (the “Equity Incentive Plan”). Subject to and upon the terms, conditions
and restrictions set forth in this Agreement and the Equity Incentive Plan, Executive is hereby
granted, as of the Effective Date, 250,000 restricted shares of ACP Common Stock (“Restricted
Stock”) under the Equity Incentive Plan. 125,000 shares of the Restricted Stock will vest on the
first anniversary of the Effective Date if Executive remains employed by the Company Group on such
date and the remaining 125,000 shares shall vest on the second anniversary of the Effective Date if
Executive remains employed by the Company Group on such date. Notwithstanding the foregoing, if
Executive’s employment is terminated by the Company Group following a Change of Control, or if
Executive resigns for Good Reason following a Change of Control, in either case within the
six-month period after the date on which a Change of Control occurs, Executive shall be fully
vested in the initial grant of Restricted Stock. Executive shall not transfer any unvested shares
of Restricted Stock granted in the initial grant of Restricted Stock until such shares become
vested. The Executive shall not be required to pay the aggregate par value of the shares of
Restricted Stock.



          (b) The Executive shall have the right to vote the unvested shares of Restricted Stock and to
receive any cash dividends. However, any stock dividends, stock rights or others securities
issued with respect to the Restricted Stock shall be forfeitable and subject to the same
restrictions as exist regarding the original shares of Restricted Stock. If any stock dividend is
declared upon the Restricted Stock, or there is any stock split, stock distribution, or other
change in the corporate structure of the Company Group with respect to the Restricted Stock, the
aggregate number and kind of shares covered by this Restricted Stock grant shall be
proportionately and appropriately adjusted (subject to the same restrictions applicable to the
original shares of Restricted Stock).



          (c) The Restricted Stock issued the Executive hereunder shall be held, along with any stock
dividends and other non-cash distributions relating thereto, in escrow by the Employer or an agent
for the Employer until it shall become vested. If any certificates are issued for shares of
Restricted Stock during the period such shares of Restricted Stock are unvested, such certificates
representing shares of Restricted Stock and any such stock dividends or distributions during the
period such shares of Restricted Stock are unvested shall bear an appropriate legend as determined
by the Employer referring to the applicable terms, conditions and restrictions.



          (d) The Employer may require payment of or withhold any tax which it believes is required as
a result of the lapse of the applicable restrictions on the Restricted Stock and the Employer may
defer making delivery of the shares until arrangements satisfactory to the Employer have been made
with respect to such withholding obligations. The Executive may satisfy any tax withholding
obligations arising with respect to the Restricted Stock in whole or in part by tendering a check
to the Employer for any required amount or by election to have the Employer withhold the required
amounts from other compensation payable to the Executive.



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          (e) The value of the Restricted Stock granted hereunder, either on the Effective Date or at
the time such shares become vested, shall not be included as compensation or earnings for purposes
of any other Employer benefit plan or program.



     2.02 Acknowledgement of Securities Laws. Executive hereby acknowledges and agrees
that the shares of Restricted Stock received pursuant to the Equity Incentive Plan have not been
registered pursuant to the Securities Act or the securities laws of any state and may not be sold
or transferred in the absence of an effective registration statement or an exemption from
registration thereunder.



     2.03 Excise Payments. If Executive’s employment is terminated other than for Cause or
if Executive resigns for Good Reason, in each case, in connection with a Change of Control, any
payment to such Executive shall be increased to provide for the payment of an additional amount
(the “Gross-Up Amount”) such that the net amount retained by the Executive, after payment of (a)
any excise taxes due on the payment under Section 4999 of the Code or any corresponding or
applicable state law provision (“Excise Taxes”) and (b) any federal, state or local income tax and
any Excise Taxes due in respect of the Gross-Up Amount, shall equal that payment. Any Gross-Up
Amount paid under this Agreement shall be in addition to, but not in duplication of, any Gross-Up
Amount as defined in and paid under the Severance Plan. Notwithstanding the foregoing or anything
in the Severance Plan, Executive shall not receive a payment pursuant to this paragraph or pursuant
to the comparable provisions in the Severance Plan if the payments to the Executive which are
considered Parachute Payments (as defined in Code Section 280G) do not exceed 330% of Executive’s
Base Amount (as defined in Code Section 280G), and in such event the cash payments to the Executive
pursuant to the Severance Plan shall be reduced so that the payments to the Executive which are
considered Parachute Payments do not exceed 299% of the Executive’s Base Amount.



ARTICLE III

CONFIDENTIALITY PROVISIONS




     3.01 Confidential Information. Executive acknowledges that the information and data
obtained by Executive during his relationship with Employer concerning the business or affairs of
Employer (“Confidential Information”) are the property of Employer. Therefore, Executive agrees
that, except as required by law or court order, Executive shall not disclose to any unauthorized
person or use for Executive’s own account any Confidential Information without the prior written
consent of the Board, unless and to the extent that the aforementioned matters become generally
known to and available for use by the public other than as a result of Executive’s acts or
omissions to act. Executive shall deliver to Employer upon Executive’s resignation as an employee
of Employer or removal from such position, or at any other time Employer may request, all
memoranda, notes, plans, records, reports, computer tapes and software and other documents and data
(and copies thereof) relating to the Confidential Information and the business of the Consolidated
Company that Executive may then possess or have under Executive’s control.



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ARTICLE IV

COVENANTS




     4.01 Duties. Executive agrees to be a loyal employee of the Employer. Executive
agrees to devote his best efforts full-time to the performance of his duties for Employer, and to
give proper time and attention to furthering Employer’s business; provided, however, that the
Executive may (i) with the Employer’s consent which shall not be unreasonably withheld, serve on
industry, trade, civic or charitable boards or committees, or (ii) manage personal investments, as
long as such activities do not interfere with the performance of the Executive’s duties and
responsibilities hereunder.



     4.02 Covenant Against Competition. Executive acknowledges that (i) the principal
business of the Consolidated Company is the manufacture, distribution and sale of iron castings and
steel forgings for the heavy municipal market and iron casting components for the heavy duty truck
non-engine drive train and HVAC compressor markets (collectively, the “Company Business”); (ii) the
Company Business is national in scope; (iii) Executive’s work for Employer and the Consolidated
Company has given and will continue to give him access to the confidential affairs and proprietary
information of the Consolidated Company (collectively, “Confidential Company Information”); (iv)
the continued success of the Consolidated Company depends in large part on keeping this information
from becoming known to its competitors; and (v) each of ACP and Employer would not have entered
into this Agreement but for the covenants and agreements set forth in this Article IV. Accordingly,
Executive covenants and agrees that:



          (a) During the period commencing on the date hereof and ending on the second anniversary
following the Employment Period (the “Restricted Period”), Executive shall not in the United
States of America, directly or indirectly, own, operate, manage, control, participate in, consult
with, advise, or otherwise engage (including by himself, in association with any Person, or
through any Person) (i) in the Company Business; (ii) in any business that otherwise competes with
Employer or any other member of the Consolidated Company as such businesses exist or are in
process on the date of the termination of the Employment Period; or (iii) become interested in any
such Person (other than Employer) as a partner, shareholder, principal, agent, consultant or in
any other relationship or capacity; provided, that Executive may own, directly or indirectly,
solely as an investment, securities of any such Person that are traded on any national securities
exchange if Executive (A) is not a controlling person of, or a member of a group that controls,
such Person, (B) does not, directly or indirectly, own five percent (5%) or more of any class of
securities of such Person and (C) has no active participation in the business of such Person.



          (b) During and after the Restricted Period, Executive shall keep secret and retain in
strictest confidence, and shall not use for his benefit or the benefit of others, except in
connection with the business and affairs of Employer and any other member of the Consolidated
Company, all Confidential Company Information including, without limitation, information with
respect to (i) prospective facilities, (ii) sales figures, (iii) profit or loss figures, and (iv)
customers, clients, suppliers, sources of supply and customer lists and shall not disclose such
Confidential Company Information to anyone outside of the Consolidated Company except with the
express written consent of the Board and except for Confidential Company Information that is at
the time of receipt or thereafter becomes publicly known



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through no wrongful act of the Executive. Executive shall deliver to Employer at the
termination of the Employment Period, or at any other time Employer may request, all memoranda,
notes, plans, records, reports, computer tapes, printouts and software and other documents and
data (and copies thereof) relating to the Confidential Company Information, Work Product (as
defined below) or the business of Employer or any other member of the Consolidated Company that he
may then possess or have under his control.



          (c) During the Restricted Period, Executive shall not, without the prior written consent of
the Board, directly or indirectly, (i) induce or attempt to induce any employee of Employer or any
other member of the Consolidated Company to leave the employ of Employer or such member of the
Consolidated Company, or in any way interfere with the relationship between Employer or any other
member of the Consolidated Company and any employee thereof, or (ii) induce or attempt to induce
any customer, supplier, licensee, licensor, franchisee or other business relation of Employer or
any other member of the Consolidated Company to cease doing business with Employer or any member
of the Consolidated Company, or in any way interfere with the relationship between any such
customer, supplier, licensee or business relation and Employer or any other member of the
Consolidated Company (including, without limitation, making any disparaging statements or
communications about Employer or any other member of the Consolidated Company).



          (d) All inventions, innovations, improvements, developments, methods, designs, analyses,
drawings, reports, characters, props, molds and all similar or related information (whether or not
patentable) that relate to Employer’s or any other member of the Consolidated Company actual or
anticipated business, research and development or existing or future products or services and that
are first conceived, developed or made by Executive while an employee of, or a consultant to,
Employer or any other member of the Consolidated Company (collectively, “Work Product”) belong to
Employer or any other member of the Consolidated Company. Executive shall promptly disclose such
Work Product to the Board and perform all actions reasonably requested by the Board (whether
during or after the Employment Period) to establish and confirm such ownership (including, without
limitation, assignments, consents, powers of attorney and other instruments) at Employer’s
expense. Executive acknowledges and agrees that upon termination of the Employment Period, or at
the request of the Board from time to time, Executive shall deliver all Work Product in his
possession to Employer.



     4.03 Nondisparagement. Employer shall instruct the directors, officers, agents and
representatives of members of the Company Group to not make (orally or in writing) disparaging
remarks about Executive. Executive shall not make (orally or in writing) disparaging remarks about
any member of the Company Group or their directors and officers.



ARTICLE V

CERTAIN DEFINITIONS




     “ACP” has the meaning given to such term in the introductory paragraph hereof.



     “Affiliate” means, in respect of any Person, any other Person who, directly, or indirectly
through one or more intermediaries, controls, is controlled by, or is under common control with



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such Person. For purposes of this definition, “control” (including the terms “controlled by”
and “under common control with”) when used in respect of any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through the ownership of
voting securities, by contract, or otherwise.



     “Base Salary” has the meaning given to such term in Section 1.03 hereof.



     “Board” has the meaning given to such term in Section 1.01 hereof.



     “Business Day” means any day excluding Saturday, Sunday and any day which is a legal holiday
under the laws of the State of Wisconsin or is a day on which the banking institutions located in
Wisconsin are closed.



     “Cause” means, with respect to Executive, the occurrence of one or more of the following
events: (i) such Executive’s willful and material breach of, or gross negligence or malfeasance in
the performance of, Executive’s duties under this Agreement; (ii) any material insubordination by
Executive with respect to carrying out the reasonable instructions of the Board; (iii) the
conviction for, or the entering of a guilty plea or plea of nolo contendere with respect to, a
felony, the equivalent thereof or other crime with respect to which imprisonment of more than one
year is a possible punishment or that is expected to result in Significant Injury; (iv) Executive’s
breach of a fiduciary obligation to the Consolidated Company or breach of any confidentiality or
non-competition obligation set forth herein; (v) any act of moral turpitude or willful misconduct
by Executive that (1) is intended to result in personal enrichment of Executive or any related
person at the expense of the Consolidated Company or (2) is reasonably expected to result in
Significant Injury; provided, however, that Executive shall have 21 days (or such longer period as
is reasonable under the circumstances) after written notice by Employer of any such event
constituting “Cause” hereunder in which to cure any failure or default under subsections (i) and
(ii) that is curable.



     “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 Consolidated Company (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 Consolidated Company or any merger, consolidation, liquidation, dissolution,



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recapitalization or similar transaction involving any member of the Consolidated Company.
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.



     “Change of Control Multiple” has the meaning given to such term in Section 1.06 hereof.



     “Code” means the Internal Revenue Code of 1986, as amended, and any successor statute.



     “Common Stock” means ACP’s Common Stock, par value $0.01 per share, as adjusted for any stock
split, stock dividend, share combination, share exchange, recapitalization, merger, consolidation
or other reorganization.



     “Company” means Neenah Foundry Company, and (except to the extent the context requires
otherwise) any “subsidiary corporation” of Neenah Foundry Company, as such term is defined in
Section 424(f) of the Code.



     “Company Business” has the meaning given to such term in Section 4.02 hereof.



     “Confidential Company Information” has the meaning given to such term in Section 4.02 hereof.



     “Confidential Information” has the meaning given to such term in Section 3.01 hereof.



     “Consolidated Company” or “Company Group” means ACP, the Company and their respective
Subsidiaries.



     “Effective Date” means the date the Executive commences employment with the Employer which
shall be no later than July 2, 2007.



     “Employer” has the meaning given to such term in the introductory paragraph hereof.



     “Employment Period” has the meaning given to such term in Section 1.02 hereof.



     “Equity Incentive Plan” has the meaning given to such term in Section 2.01(a) hereof.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any similar federal
law then in force.



     “Excise Taxes” has the meaning given to such term in Section 2.03 hereof.



     “Executive” has the meaning given to such term in the introductory paragraph hereof.



     “Good Reason” means termination by way of a material change in position, authority, duties,
responsibilities or status that results in or reflects (i) a material diminution of scope or
importance, reduction in base pay or annual bonus target, material reduction in the aggregate level
of benefits, (ii) unreasonable relocation of primary employment to a location more than



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fifty (50) miles from work location on the Effective Date, (iii) the failure of the Company to
nominate Mr. Ostendorf to the boards of directors of ACP and each of its Subsidiaries, or (iv) the
Board repeatedly overrides, supersedes or disregards reasonable decisions by Executive or
reasonable recommendations made by Executive to the Board, such that the Board materially
interferes with Executive’s ability to effectively function as the President and Chief Executive
Officer. For avoidance of doubt, a reduction in base pay or annual bonus target, failure of
Employer to continue Executive in the position of President and Chief Executive Officer reporting
to the Chairman or the Board, and the relocation of primary employment to a location more than
fifty (50) miles from work location on the Effective Date, in each case, shall constitute a
material change in position, authority, duties, responsibilities or status.



     “Gross-Up Amount” has the meaning given to such term in Section 2.03 hereof.



     “Payout Period” has the meaning given to such term in Section 1.06 hereof.



     “Person” shall mean an individual, a partnership, a corporation, a limited liability company,
an association, a joint stock company, a trust, a joint venture, an unincorporated organization or
a governmental entity or any department, agency or political subdivision thereof.



     “Restricted Period” has the meaning given to such term in Section 4.02(a) hereof.



     “Restricted Stock” has the meaning given to such term in Section 2.01(a) hereof.



     “Securities Act” means the Securities Exchange Act of 1933, as amended, or any similar federal
law then in force.



     “Severance Multiple” has the meaning given to such term in Section 1.06 hereof.



     “Severance Plan” has the meaning given to such term in Section 1.06 hereof.



     “Significant Injury” means significant economic or reputational injury to the Consolidated
Company (such determination to be made by the Board in its reasonable judgment).



     “Subsidiary” of any Person means a corporation or other entity of which outstanding shares or
ownership interests representing 50% or more of the combined voting power of such corporation or
other entity entitled to elect the management thereof, are owned directly or indirectly by such
Person.



     “Termination Date” means the date on which Executive’s employment with Employer ceases.



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



     “Work Product” has the meaning given to such term in Section 4.02(d) hereof.



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ARTICLE VI

GENERAL PROVISIONS




     6.01 Severability. If it is determined that any of the provisions of this Agreement,
including, without limitation, any of the restrictive covenants in Article IV, or any part thereof,
is invalid or unenforceable, the remainder of the provisions of this Agreement shall not thereby be
affected and shall be given full effect, without regard to the invalid portions.



     6.02 Authorization to Modify Restrictions. The provisions of this Agreement will be
enforceable to the fullest extent permissible under applicable law, and the unenforceability (or
modification to conform to law) of any provision will not render unenforceable, or impair, the
remainder of this Agreement. If any provision is found invalid or unenforceable, in whole or in
part, this Agreement will be considered amended to delete or modify, as necessary, the offending
provision or provisions and to alter its bounds to render it valid and enforceable.



     6.03 No Waiver. The failure of either Employer or Executive to insist upon the
performance of any term in this Agreement, or the waiver of any breach of any such term, shall not
waive any such term or any other term of this Agreement. Instead, this Agreement shall remain in
full force and effect as if no such forbearance or waiver had occurred.



     6.04 Entire Agreement. This Agreement and the Severance Plan represent the entire
agreement of the parties with respect to Executive’s employment with Employer and may be amended
only by a writing signed by each of them, except as set forth in the Severance Plan.



     6.05 Dispute Resolution.



          (a) Any dispute, controversy or claim arising out of or relating to this Agreement or any
term or provision of this Agreement, including without limitation any claims of breach,
termination or invalidity thereof, shall be settled by arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award
rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.



          (b) Notwithstanding the foregoing, each of the Company and Executive at all times shall have
the right to bring an action to enforce the covenants set forth in Article IV of this Agreement
through the courts as it deems necessary or desirable. The parties agree that any such action may
be brought in a state or federal court located within Wisconsin. The parties waive any and all
objections to jurisdiction or venue. The parties further agree that service of process may be
made by registered mail to the address referred to in Section 6.10 of this Agreement, and that
such service shall be deemed effective service of process. The arbitrator(s) may award reasonable
attorneys’ fees and other reasonable costs to the Executive if the Executive prevails in the
arbitration with respect to one material issue in dispute.



     6.06 Governing Law. This Agreement will be governed by and construed in accordance
with the law of the State of Wisconsin without regard to conflicts of laws principles.



     6.07 Recovery of Expenses. Employer agrees to pay the reasonable and documented fees
and expenses, up to $5,000 of fees and expenses, of an attorney to represent Executive regarding
the execution of this Employment Agreement.



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     6.08 Assignment. This Agreement, and Executive’s rights and obligations hereunder,
may not be assigned by Executive and any purported assignment by Executive in violation hereof
shall be null and void. In the event of any sale, transfer or other disposition of all or
substantially all of Employer’s assets or business, whether by sale, merger, consolidation,
recapitalization, reorganization or otherwise, Employer may assign this Agreement and its rights
hereunder without Executive’s consent.



     6.09 Counterparts; Section Headings. This Agreement may be executed in any number of
counterparts. Each will be considered an original, but all will constitute one and the same
instrument. The section headings of this Agreement are for convenience of reference only and will
not affect the construction or interpretation of any of its provisions.



     6.10 Notice. All notices, demands or other communications to be given or delivered
under or by reason of the provisions of this Agreement will be in writing and will be deemed to
have been given when delivered personally, mailed by certified or registered mail, return receipt
requested and postage prepaid, or sent via a nationally recognized overnight courier, or sent via
facsimile to the recipient. Such notices, demands and other communications shall be sent to the
address indicated below:


To Executive:



Robert E. Ostendorf, Jr.

9209 Northampton

Plymouth, MI 48170



or, after he relocates, at the address of the

Executive’s primary residence in Wisconsin, as

provided by Executive to Employer from time to

time,



with a copy to (which shall not constitute notice):



The Legal Department PLLC

111 Royal Avenue

Royal Oak, MI 48073

Fax: (248) 498-5936

Attention: Carol Creel



To Employer:



Neenah Foundry Company

2121 Brooks Street

Neenah, Wisconsin 54957

Fax: (920) 729-3633

Attention: Chairman of the Board



with a copy to (which shall not constitute notice):




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Quarles & Brady LLP

411 East Wisconsin Avenue, Suite 2040

Milwaukee, Wisconsin 53202-4497

Fax: (414) 271-3552

Attention: Bruce C. Davidson




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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement or caused this Agreement
to be executed this 5th day of June, 2007.



	 	 	 	 	 
	 	NEENAH FOUNDRY COMPANY

 	 
	 	By:  	/s/ William M. Barrett
 	 
	 	 	Name:  	William M. Barrett 	 
	 	 	Title:  	Chairman of the Board 	 
	 
	 	ACP HOLDING COMPANY

 	 
	 	By:  	/s/ William M. Barrett
 	 
	 	 	Name:  	William M. Barrett 	 
	 	 	Title:  	Chairman of the Board 	 
	 
	 	 	 
	 	 	 /s/ Robert E. Ostendorf, Jr.
 	 
	 	 	Robert E. Ostendorf, Jr. 	 
	 	 	 	 
	 




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