|(State or other jurisdiction of incorporation)
|(Commission File Number)
|(IRS Employer Identification No.)
|970 East 64th Street, Cleveland Ohio
|(Address of principal executive offices)
SIFCO Industries, Inc.
Date: August 13, 2009
/s/ Frank A. Cappello
Frank A. Cappello
Vice President Finance and
Chief Financial Officer
(Principal Financial Officer)
|Employment Status and Term . Following your resignation as Chief Executive Officer, you will continue as an employee of the Company. You will also continue your service as the non-executive Chairman of the Board of the Company, having such responsibility and authority as normally accompanies such office, subject to the Companys Regulations as currently constituted and to your election as a director by the Companys shareholders. So long as you continue to satisfy any published director qualifications or requirements, the Nominating Committee will consider your nomination to the Board for every election until your 65th birthday. You shall be employed by the Company until your 65 th birthday, unless earlier terminated for Cause (as defined below) in the good faith determination by the Board (the Term). Cause shall mean an act or acts of fraud or dishonesty by you intended to result in gain or personal enrichment to you at the expense of the Company; unlawful conduct or gross misconduct that is materially injurious to the Company or your conviction of, or plea of nolo contendere to, a felony or to a misdemeanor involving fraud, dishonesty, or moral turpitude; or your engagement in a material breach of your responsibilities to the Company that results in a material injury to the Company.
|Responsibilities . Your responsibilities will include advising the Board regarding strategic and operational issues relating to the Companys business and performing such other duties that the Board or the Interim CEO may request. Your responsibilities also will include continued oversight of The SIFCO Foundation. We have agreed that you will maintain your office at your home, but you shall be available to the Board and the Interim CEO as needed by the Company. You will be reimbursed for reasonable expenses necessary to maintain a home office, including but not limited to your cell phone, office supplies and computer expenses.
|Compensation . You shall be entitled, in consideration of your services as an employee of the Company, to an annual salary during the Term of $220,000, which shall be payable in
|accordance with the Companys normal payroll policies. You shall also be entitled to participate in any health and welfare benefits (including, without limitation, life insurance, medical insurance (including medical benefits reimbursement account), long term disability and other benefits), as well as retirement benefits (such as 401(k) Plan, including any company contributions) maintained, from time to time, by the Company on such terms as are generally available to salaried employees of the Company. You shall not be eligible to participate in any future incentive or bonus compensation plan maintained by the Company; however, you will be eligible for your fiscal year 2009 bonus on the terms already established, and your existing equity incentive awards will continue to vest in accordance with their terms.
|Confidentiality and Noncompetition . During the Term and for a period of two years following the term, you shall not directly or indirectly compete with the Company as an owner, director, employee or consultant of any business that provides competitive or similar products or services as the Company; provided that nothing herein shall preclude you from owning the securities, representing less than 2% of the voting power, of any publicly-traded company that may be competitive. You shall keep all nonpublic information regarding the Company, its business and its customers confidential and you shall not use or disclose such information, except in connection with your employment with the Company or your service as a director; provided that the foregoing shall not apply to any information that is (i) generally available to the public other than as a result of a disclosure by you, or (ii) was or becomes available to you on a non-confidential basis from a source other than the Company that is not bound by a confidentiality agreement with the Company or otherwise prohibited from transmitting the information to you by a contractual, legal or fiduciary obligation.
|Other Agreements and Arrangements . This letter supersedes all other employment, severance and change in control agreements between you and the Company. Without limiting the generality of the foregoing, this agreement will terminate the Change in Control Severance Agreement between you and the Company dated as of July 30, 2002.
/s/ J. Douglas Whelan
Chair of Compensation Committee
ACCEPTED AND AGREED TO
as of the date first above written:
/s/ Jeffrey P. Gotschall
Frank A, Cappello
Vice President Finance
and Chief Financial Officer
|Jeffrey Gotschall to retire as CEO, continue as non-executive chairman
|Michael Lipscomb, former Argo-Tech Corporation CEO and SIFCO director, to become interim CEO
|Company to shape strategy for very strong future
|Frank Cappello, Vice President Finance and Chief Financial Officer
|George Satava, General Manager of the SIFCO Applied Surface Concepts (ASC Group), its surface enhancement business, as well as the SIFCO Turbine Component
|Services and Repair Group, its small aerospace turbine engine component repair business
|James P. Woidke, General Manager of the Aerospace Component Manufacturing Group (ACM Group), SIFCOs aerospace component forging business
|Wendy Worthington, Director of Human Resources