Exhibit 10.2
726 Bell Avenue/Suite 301/P.O. Box 457
Carnegie, PA 15106
412/456-4400
August 8, 2024
Mr. David Anderson
Air & Liquid Systems Corporation 726 Bell Avenue, Suite 302
Carnegie, PA 15106
Dear Dave:
This Agreement (this “Agreement”) amends your agreement with Ampco-Pittsburgh Corporation (the “Corporation”) and Air & Liquid Systems Corporation (“Air & Liquid Systems”) dated January 1, 2022 (the “Original Effective Date”), to modify Section 2.
Ampco-Pittsburgh Corporation (the “Corporation”) and Air & Liquid Systems recognize your experience and potential contribution to the success of Air & Liquid Systems and the Corporation and desire to assure Air & Liquid Systems of your continued employment. In this connection, the Board of Directors of the Corporation (the “Board”) and the Board of Directors of Air & Liquid Systems (the “A&L Board”) recognize that the possibility of a change in control may exist and that such possibility, and the uncertainty that it may raise among the Corporation's and Air & Liquid Systems’ management, may result in the departure or distraction of management personnel to the detriment of Air & Liquid Systems, the Corporation and the Corporation’s stockholders.
The Board and the A&L Board have each determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Corporation's and Air & Liquid Systems’ management, including you, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a change in control of the Corporation or Air & Liquid Systems.
In order to induce you to remain in the employ of Air & Liquid Systems, the Corporation and Air & Liquid Systems each agrees that you shall receive the severance benefits set forth in this letter agreement ("Agreement") in the event your employment with Air & Liquid Systems is
terminated subsequent to a "Change in Control" (as defined in Section 2 hereof) under the circumstances described below.
For purposes of this Agreement, a "Potential Change in Control" shall be deemed to have occurred if (i) the Corporation or Air & Liquid Systems enters into an agreement, the consummation of which would result in the occurrence of a Change in Control, (ii) any person (including the Corporation and Air & Liquid Systems) publicly announces an intention to take or to consider taking actions, which if consummated would constitute a Change in Control, or (iii) either the Board or the A&L Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control of the Corporation has occurred.
(iii) by you other than for Good Reason.
For purposes of this Section 4(c), no act, or failure to act, on your part shall be deemed "willful" unless done, or omitted to be done, by you not in good faith and without
reasonable belief that your action or omission was in the best interest of Air & Liquid Systems and the Corporation.
The foregoing notwithstanding, you shall notify the Corporation within 90 days of the initial existence of a particular condition described above in this Section 4(d), and the Corporation shall have 30 days from such notice completely to remedy such particular condition so that you are in the same position as if the condition had never occurred. If the Corporation timely and completely remedies the condition as required above, then the particular occurrence of the particular condition for which you gave notice shall no longer constitute Good Reason. If the Corporation does not timely and completely remedy the particular occurrence of the particular condition for which you gave notice, you shall be deemed to terminate employment for Good Reason on the 31st day following your notice to the Corporation.
determined, but in no event later than the thirtieth day after the date of such termination. Such payments will be made in all events within 2-1/2 months following the calendar year in which such termination of employment occurred. If the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by Air & Liquid Systems to you payable on the fifth day after demand by the Corporation (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code).
(2) "COBRA Continuation Period" shall mean the continuation period for medical and dental insurance to be provided under the terms of this Agreement which
shall commence on the first day of the calendar month following the month in which the date of your termination falls and generally shall continue for an 18 month period.
expense incurred in one taxable year will affect the amount available in another taxable year; and (4) the right to this reimbursement is not subject to liquidation or exchange for another benefit. Notwithstanding the foregoing, no reimbursement will be provided for any expense incurred following the thirty-six month period of benefit continuation or for any expense which relates to coverage after such date.
extent that the Corporation would be required to perform if no such succession had taken place. Failure of the Corporation to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle you to compensation from the Corporation in the same amount and on the same terms as you would be entitled hereunder if you terminated your employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed to be the date of termination of your employment.
you.
* * *
If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to the Corporation the enclosed copy of this letter, which will then constitute our agreement on this subject.
Sincerely,
AMPCO-PITTSBURGH CORPORATION
By:_/s/ J. Brett McBrayer
Name: J. Brett McBrayer
Title: Chief Executive Officer
AIR & LIQUID SYSTEMS CORPORATION
By: /s/ J.Brett McBrayer
Name: J. Brett McBrayer
Title: Chairman
Accepted and Agreed to
this 8th day of August, 2024.
/s/ David Anderson
David Anderson