Neenah Foundry Company Amended And Restated 2003 Severance And Change of Control Plan

Exhibit 10.20 NEENAH FOUNDRY COMPANY AMENDED AND RESTATED
2003 SEVERANCE AND CHANGE OF CONTROL PLAN 1. Purpose. This plan shall be known as the Neenah Foundry Company Amended and Restated 2003 Severance and Change of Control Plan (the " Plan" ). The purpose of the Plan shall be to set forth payments and other benefits, if any, to which an executive of Neenah Foundry Company (the " Company" ) or any of its Subsidiaries will be entitled upon termination of such person' s employment. This Plan document supersedes, in all respects, the prior version of the Plan, (as previously amended) as of the Effective Date.2. Definitions. For purposes of this Plan, except when the context clearly indicates otherwise, the following terms shall have the meanings set forth below. " 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 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" means, with respect to any Plan Participant, " Base Salary" as defined in such Plan Participant' s Employment Agreement. " Board of Directors" and " Board" mean the board of directors of the Company. " Cause" means, with respect to a Plan Participant, the occurrence of one or more of the following events: (i) such Plan Participant' s willful and material breach of, or gross negligence or malfeasance in the performance of, the Plan Participant' s duties under such Plan Participant' s Employment Agreement; (ii) any material insubordination by the Plan Participant 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) a Plan Participant' s breach of a fiduciary obligation to the Company Group or breach of any confidentiality or non-competition obligation set forth herein; (v) any act of moral turpitude or willful misconduct by the Plan Participant that (1) is intended to result in personal enrichment of the Plan Participant or any related person at the expense of the Company Group or (2) is reasonably expected to result in Significant Injury; provided, however, that the Plan Participant shall have 21 days (or such longer period as is reasonable under the circumstances) after written notice by the Company 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 NEI or the Company on a fully diluted basis; (ii) substantially all of the assets of NEI and its Subsidiaries taken as a whole are sold or NEI is merged or recapitalized and the stockholders of NEI 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 NEI 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 NEI 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. " Change of Control Multiple" means, with respect to any Plan Participant, " Change of Control Multiple" as defined in such Plan Participant' s Employment Agreement. " Change of Control Payment" has the meaning given to such term in Section 4(b) hereof. " COBRA" means Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended and Section 4980B of the Code. " Code" means the Internal Revenue Code of 1986, as amended. " Committee" means the Compensation Committee of the Board or such other committee that consists solely of two or more individuals, each of whom is a Non-Employee Director and an " outside director" within the meaning of Treasury Regulation Section 1.162-27(e)(3). " Company" has the meaning set forth in Section 1 hereof. " Company Group" means NEI, the Company and their respective Subsidiaries. " Effective Date" means October 25, 2007. " Employment Agreement" means the written agreement between any Plan Participant and the Company or any of its Subsidiaries pursuant to which such Plan Participant is entitled to the benefits under the Plan.


" Employment Period" means, with respect to a Plan Participant' s employment, the period from the effective date of the Employment Agreement until the date the Plan Participant is no longer employed with the Company. " Exchange Act" means the Securities Exchange Act of 1934, as amended. " Excise Taxes" has the meaning given to such term in Section 4(b) hereof. " Good Reason" mea ...