EXHIBIT 10(d)
SIFCO INDUSTRIES, INC.
1995 STOCK OPTION PLAN
1. PURPOSE OF PLAN. The Purpose of this Plan is to advance the
interest of SIFCO Industries, Inc. (hereinafter called the
"Company") and its shareholders by providing a means whereby
employees of the Company may be granted (i) options to
purchase shares of the common stock, $1.00 par value
(hereinafter called "shares") of the Company and (ii) stock
appreciation rights under the Plan, to the end that the
Company may retain present personnel upon whose judgment,
initiative and efforts the successful conduct of the business
of the Company largely depends, and may attract new personnel.
Some of the options granted under the Plan shall be options
which are intended to qualify as "incentive stock options"
under Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), or any successor provision, and are
hereinafter sometimes called "incentive stock options".
2. SHARES SUBJECT TO THE PLAN. The aggregate number of shares of
the Company for which options may be granted under this Plan
shall be 200,000; provided, however, that whatever number of
shares shall remain reserved for issuance pursuant to the Plan
at the time of any stock split, stock dividend or other change
in the Company's capitalization shall be appropriately and
proportionately adjusted to reflect such stock dividend, stock
split or other change in capitalization. Such shares shall be
made available from authorized but unissued or reacquired
shares of the Company. Any shares for which an option is
granted hereunder that are released from such option for any
reason other than the exercise of stock appreciation rights
granted hereunder shall become available for other options to
be granted under this Plan.
3. ADMINISTRATION OF THE PLAN. This Plan shall be administered
under the supervision of the Compensation, Pension and Stock
Option Committee (the "Committee") composed of not less than
three directors of the Company appointed by the Board of
Directors. Subject to the express provisions of this Plan, the
Committee shall have conclusive authority to construe and
interpret the Plan, any stock option agreement entered into
thereunder, and any stock appreciation right granted
thereunder and to establish, amend, and rescind rules and
regulations for its administration, and shall have such
additional authority as the Board of Directors may from time
to time determine to be necessary or desirable.
4. GRANTING OF OPTIONS. The Committee from time to time shall
designate from among the full-time key employees of the
Company, its subsidiaries, any corporation at least 20% of the
voting securities of which is owned by the Company or a
subsidiary of the Company, and any other business entity in
which the Company or a subsidiary of the Company has at least
a 50% interest, those employees to whom stock options to
purchase shares shall be granted under this Plan, the number
of shares which shall be
subject to each option so granted, and the type of option
granted. The Committee shall direct an appropriate officer of
the Corporation to execute and deliver option agreements to
employees reflecting the grant of options. All actions of the
Committee under this Section shall be conclusive; provided,
however, the aggregate fair market value (determined at the
time the option is granted) of the stock with respect to which
incentive stock options are exercisable for the first time by
any individual during any calendar year (under this Plan or
any other plan of the Company and subsidiary corporations that
provides for the granting of incentive stock options) shall
not exceed $100,000. Any incentive stock option that is
granted to any employee who is, at the time the option is
granted, deemed for purposes of Section 422 of the Code, or
any successor provision, to own shares of the Company
possessing more than ten percent (10%) of the total combined
voting power of all classes of shares of the Company or of a
parent or subsidiary of the Company, shall have an option
price that is at least 110 percent of the fair market value of
the stock and shall not be exercisable after the expiration of
5 years from the date it is granted.
5. GRANTING OF STOCK APPRECIATION RIGHTS. The Committee shall
have the discretion to grant to optionees, concurrently with
the grant of an option, or with respect to outstanding options
that are not incentive stock options, stock appreciation
rights in connection with stock options on such terms and
conditions as it deems appropriate. The Committee shall direct
an appropriate officer of the Company to execute and deliver
stock appreciation right grants to optionees reflecting the
grant of stock appreciation rights. A stock appreciation right
will allow an optionee to surrender an option or portion
thereof and to receive payment from the Company in an amount
equal to the excess of the aggregate fair market value of the
optioned shares that are surrendered over the aggregate option
price of such shares. Payment may be made in shares, cash or a
combination of shares and cash, as provided in the grant.
Shares as to which any option is so surrendered shall not be
available for future options. The Committee may select
employees to whom stock appreciation rights will be granted
and determine the number of stock appreciation rights to be
granted to each such employee.
6. OPTION PERIOD. No incentive stock option granted under this
Plan may be exercised later than ten years from the date of
grant.
7. OPTION PRICE. The option price shall be fixed by the Committee
and set forth in the Option Agreement, which price shall not
be less than the per share fair market value of the
outstanding shares of the Company on the date that the option
is granted, as determined by the Committee. The Committee may
fix such option price and authorize one or more officers of
the Company to compute the price. The option price may be
payable in cash, Company stock, or a combination thereof. The
date on which the Committee approves the granting of an option
shall be deemed the date on which the option is granted.
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8. OPTION AGREEMENT. The Option Agreement in which option rights
are granted to an employee shall be in the applicable form
(consistent with this Plan) from time to time approved by the
Committee and shall be signed on behalf of the Company by the
Chairman of the Board, the President or any Vice President of
the Company other than the employee who is a party thereto,
and shall be dated as of the date of the granting of the
option, as determined in Section 7 hereof.
9. EXERCISE OF STOCK APPRECIATION RIGHTS. A stock appreciation
right shall be exercisable at any time prior to its stated
expiration date; but only to the extent the related stock
option right may be exercised. No option or stock appreciation
right shall be transferable by the optionee except by will or
the laws of descent and distribution, and the options and
stock appreciation rights may be exercised during the
employee's lifetime only by him or his guardian or legal
representative.
10. AMENDMENT AND TERMINATION OF THE PLAN. The Company, by action
of its Board of Directors, reserves the right to amend, modify
or terminate at any time this Plan, or, by action of the Board
with the consent of the optionee, to amend, modify or
terminate any outstanding option agreement or grant of stock
appreciation rights, except that the Company may not, without
further shareholder approval, (i) increase the total number of
shares as to which options may be granted under the Plan
(except increases attributable to the adjustments authorized
in Section 2 hereof), (ii) change the employees or class of
employees eligible to receive options, (iii) reduce the price
at which options may be granted, (iv) extend the expiration
date of the Plan, or (v) materially increase the benefits
accruing to participants under the Plan. Moreover, no action
may be taken by the Company (without the consent of the
optionee) which will impair the validity of any option or
stock appreciation right then outstanding or which will
prevent the incentive stock options issued or to be issued
under this Plan from being "incentive stock options" under
Section 422 of the Code, or any successor provision.
11. EFFECTIVE DATE OF PLAN. The Plan shall be effective upon
adoption of the Plan by the Board of Directors of the Company.
The Plan shall be submitted to the shareholders of the Company
for approval within one year after its adoption by the Board
of Directors and, if the Plan shall not be approved by the
shareholders within said period, the Plan shall be void and of
no effect. Any options granted under the Plan prior to the
date of approval by the shareholders shall be void if such
shareholders' approval is not obtained.
12. EXPIRATION OF PLAN. Options may be granted under this Plan at
any time prior to October 31, 2005, on which date the Plan
shall expire but without affecting any options then
outstanding.
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