AMCAST INDUSTRIAL CORP
NON-QUALIFIED STOCK AGREEMENT GREWE
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>14
<FILENAME>ex1018.txt
<DESCRIPTION>NON-QUALIFIED STOCK AGREEMENT GREWE
<TEXT>
Exhibit 10.18

                      NON-QUALIFIED STOCK OPTION AGREEMENT
                     AND GRANT OF NON-QUALIFIED STOCK OPTION

         This Non-Qualified Stock Option Agreement (the "Agreement") is made and
entered into as of April 1, 2002,  and  effective  April 8, 2002, by and between
Amcast Industrial Corporation, an Ohio corporation,  (the "Company"), and Joseph
R. Grewe (the "Optionee").

                                   WITNESSETH:

         WHEREAS,  the Company and the  Optionee  have entered into an Executive
Employment Agreement dated April 1, 2002; and

         WHEREAS, this Agreement was a material inducement to Optionee to enter
into the Executive Employment Agreement; and

         WHEREAS,  prior to entering  into the Executive  Employment  Agreement,
Optionee  was  not  and  had  never  been  an  employee,  director,  officer  or
substantial security holder of the Company;

         NOW,  THEREFORE,  in consideration of the mutual covenants  hereinafter
set forth and for other good and  valuable  consideration,  the  Company and the
Optionee agree as follows:

1. Grant of the Option.  The Company hereby grants to the Optionee the right and
option (the  "Option")  to purchase  all or any part of an  aggregate of 150,000
(One Hundred  Fifty  Thousand)  Common  Shares of the Company Stock (the "Option
Shares"),  (such number of shares  being  subject to  adjustment  as provided in
Paragraph  4 herein)  on the terms  and  conditions  herein  set  forth,  at the
purchase  price of $5.48  per  Option  Share  (the  "Option").  The  Option is a
non-qualified stock option under the Internal Revenue Code of 1986, as amended.

2.  Vesting.  The Option  Shares shall vest and become  exercisable  as follows,
contingent  upon the Optionee being employed by the Company on each such vesting
date:  75,000  shares  on April 1,  2002 and  75,000  shares  on April 8,  2003;
provided,  however, that if the Company shall experience a Change in Control (as
defined in  Executive's  Change of Control  Agreement  appended to the Executive
Employment  Agreement) and the Executive's  employment is terminated  within two
years  following  a Change in Control of the  Company,  the  Executive  shall be
entitled to an amount in cash equal to the aggregate spread between the exercise
prices of all options  granted to Executive by the Company's  ("Options")  which
are then outstanding,  whether or not then fully exercisable,  and the higher of
(a) the Fair Market Value of Common Share of the Company  ("Company  Shares") on
the Date of Termination or (b) the average price per Company Share actually paid
by the acquiring  party in connection with any change in control of the Company.
As used in this  subparagraph,  "Fair Market  Value" shall mean (1) in the event
the Company  Shares are listed on any  exchange or in the NASD  National  Market
System,  the  last  sale  price  on  such  exchange  or  System  on the  Date of

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Termination  (or last trading  date prior  thereto) or, if there are no sales on
such date, the mean between the  representative bid and asked prices for Company
Shares on such  exchange  or System at the close of business on such date or (2)
in the event that there is then no public market for the Company  Shares or that
trading in the Company Shares is sporadic and the mean between any bid and asked
prices is not  representative of fair market value, the fair market value of the
Company  Shares  determined  in  accordance  with  ss.2031-2(f)  of the Treasury
Regulations or any successor provision thereto.  Any Option for which payment is
made as prescribed in this  paragraph (2) shall be canceled  effective  upon the
making of such payment. The Option shall be exercisable for a period of five (5)
years from the date of the  original  grant of the Option  Shares.  The Optionee
shall forfeit all right and interest to any unvested  Option Shares if he is not
employed by the Company on the vesting date.

3. Purchase  Price.  Subject to the  provisions  of Paragraph 4 hereof,  the per
share purchase  price (the "Option  Price") for the Option Shares shall be equal
to the closing price of the  Company's  Common Stock as reported on the New York
Stock  Exchange  Composite  Transactions  Tape on April 1, 2002 as  specified in
Paragraph 1 hereof.

4.  Adjustments for Change in Capital  Structure.  If all or any portion of this
Option shall be exercised subsequent to any share dividend,  split, combination,
recapitalization, merger, consolidation, exchange of shares or reorganization as
a result of which shares of any class shall be issued in respect to  outstanding
Common  Stock,  or if Common Stock shall be changed into the same or a different
number  of  shares  of the same or  another  class or  classes,  the  person  so
exercising  this Option shall  receive,  for the aggregate  price paid upon such
exercise, the aggregate number and class of shares to which they would have been
entitled in Common Stock (as  authorized at the date hereof) had been  purchased
at the date hereof for the same aggregate  price (on the basis of the applicable
price per share set forth in  Paragraph 3 hereof) and had not been  disposed of.
No  fractional  share shall be issued upon any such  exercise and the  aggregate
price paid shall be appropriately reduced on account of any fractional share not
issued.

5. Non-Transferability of Option. The Option shall not be transferable except by
will or the laws of descent and  distribution,  and may be exercised  during the
lifetime of the Optionee only by the Optionee  except as provided in Paragraph 6
of this Agreement.  Without limiting the generality of the foregoing restriction
of  transferability,  the Option  may not be  assigned,  transferred  (except as
provided in the preceding sentence),  pledged, or hypothecated in any way, shall
not be  assignable  by operation  of law and shall not be subject to  execution,
attachment,  or similar process.  Any attempted  assignment,  transfer,  pledge,
hypothecation,  or other  disposition  of the Option  contrary to the provisions
hereof, and the levy of any execution,  attachment,  or similar process upon the
Option, shall be null and void and without effect.

6.       Exercise.

a. Except as otherwise  provided herein, the Option may be exercised only if the
Optionee has been continuously employed by the Company since the date upon which
the Option was granted.

b. In the event that the  Optionee's  employment  with the Company is terminated
for any reason (other than for Cause as defined in Section 6.02 of the Executive
Employment Agreement), the


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Optionee may exercise the Option regarding all vested Option Shares within seven
(7) month after such  termination of employment to the extent he was entitled to
exercise it on the effective date of termination.  If the Optionee is terminated
for Cause,  the Option shall  forthwith  terminate to the extent not theretofore
exercised.

c. In the event that the Optionee  ceases to be employed by the Company  because
he retires under a retirement plan of the Company or otherwise  retires with the
consent of the Company,  the Optionee  may  exercise  the Option  regarding  all
vested  Option  Shares  within  seven  (7)  months  after  such  termination  of
employment to the extent he was entitled to exercise it on the effective date of
termination.

d. In the event the Optionee  shall die while  employed by the Company or within
seven (7) months after (i) his  termination  of  employment  without Cause under
Paragraph 6(b) or (ii) his retirement  under Paragraph 6(c), then the Option may
be exercised within three (3) years after the Optionee's death, by the person or
persons (including  Optionee's estate) to whom his rights under the Option shall
have passed by will or by the laws of descent and distribution.

e.  Subject to the terms and  conditions  of this  Agreement,  the Option may be
exercised by written notice to the Company at its principal  office and place of
business.  Such notice  shall state the  election to exercise the Option and the
number of Options Shares in respect of which it is being exercised, and shall be
signed by the person so exercising the Option.  Such notice shall be accompanied
by the payment of the full purchase price of such Option Shares and the delivery
of such payment to the Treasurer of the Company.  The certificate for the Option
Shares as to which the Option shall have been so exercised  shall be  registered
in the name of the  person  exercising  the  Option.  If the  Optionee  shall so
request in the notice exercising the Option, the certificate shall be registered
in  the  name  of  the  Optionee  and  another  person  jointly  with  right  of
survivorship,  and shall be delivered  as provided  above to or upon the written
order of the person  exercising  the  Option.  In the event the Option  shall be
exercised by any person other than Optionee, such notice shall be accompanied by
appropriate proof of the right of such person to exercise the Option.

f. It shall be a condition to the obligation of the Company to issue or transfer
shares of Common Stock upon  exercise of the Option  granted under the Agreement
by delivery of shares, that the Optionee (or any authorized  representative) pay
to the  Company,  upon its  demand,  a cash  amount as may be  requested  by the
Company for the purpose of satisfying its liability to withhold  federal,  state
or local income or other taxes  incurred by reason of the exercise of the Option
or the  transfer of shares upon such  exercise.  If the amount  requested is not
paid,  the Company may refuse to issue or transfer  shares of Common  Stock upon
exercise of the Option.

g. The Company shall not be required to issue or transfer any  certificates  for
shares purchased upon exercise of this Option until all applicable  requirements
of law  have  been  complied  with and  such  shares  have  been  listed  on any

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securities exchange or system on which the Common Stock may then be listed.

7. Reservation of Shares. The Company shall, at all times during the term of the
Option, reserve and keep available such number of shares of its capital stock as
will be sufficient to satisfy the requirements of this Agreement,  and shall pay
all original  issue and transfer taxes with respect to the issue and transfer of
Option  Shares  pursuant  hereto,  and all other fees and  expenses  necessarily
incurred by the Company in connection therewith.

8. No Rights as Stockholder.  The holder of the Option shall not have any of the
rights of a stockholder  with respect to the Option Shares covered by the Option
except to the extent that one or more certificates for shares shall be delivered
to him upon the due exercise of the Option.

9.  Registration  and  Investment  Purposes.  The Company  shall use  reasonable
efforts to have the shares issuable upon the exercise of this Option  registered
on a Form S-8 Registration Statement with the Securities and Exchange Commission
under the Securities Act of 1933, as amended. Unless the Option Shares have been
so registered,  the Option is granted on the condition  that the  acquisition of
shares hereunder shall be for investment  purposes only and the person acquiring
Option  Shares upon  exercise of the Option must bear the  economic  risk of the
investment for an indefinite  period of time since the shares so acquired cannot
be sold  unless  they are  subsequently  registered  or an  exemption  from such
registration  is available.  Optionee  agrees that a legend may be placed on the
stock certificates  acknowledging the restrictions on subsequent distribution of
the shares issued upon exercise of this Option.  By exercising  the Option,  the
Optionee  acknowledges  that he has received all financial and other information
concerning  the Company he deems  necessary or has requested.  In addition,  the
Optionee  agrees to furnish the Company with a certificate  to the effect of the
foregoing upon exercise of the Option.

10. Miscellaneous. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their heirs,  successors,  assigns and representatives
and shall be governed by the laws of the State of Ohio.

IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year
first written above.

                             AMCAST INDUSTRIAL CORPORATION


                             By:      /s/ Byron O. Pond
                                -----------------------------------------
                                      Byron O. Pond
                                      Its:  Chairman of the Board and CEO



(CORPORATE SEAL)

                                                                Page 4 of 5
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Attest:


         /s/ Samuel T. Rees
--------------------------------------------
Secretary




                                        /s/ Joseph R. Grewe
                                       ----------------------------------
                                       Joseph R. Grewe


                                                                Page 5 of 5


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