SIFCO INDUSTRIES INC
EXHIBIT 10.10
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>7
<FILENAME>l97786aexv10w10.txt
<DESCRIPTION>EXHIBIT 10.10
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.10

                             SIFCO INDUSTRIES, INC.

                      CHANGE IN CONTROL SEVERANCE AGREEMENT

THIS AGREEMENT is made between SIFCO Industries, Inc. (the "Company"), and
Jeffrey P. Gotschall (the "Executive"), dated as of the 30 day of July, 2002.

1.   PURPOSE OF THIS AGREEMENT. The Board of Directors of the Company (the
"Board") has determined that it is in the best interests of the Company and its
shareholders to assure that the Company will have the continued dedication of
the Executive, notwithstanding the possibility, threat or occurrence of a Change
in Control (as defined in Section 2(c)) of the Company, and the uncertainties
and risks that a Change in Control would pose for the Executive. To this end,
the Board desires to encourage the Executive's full attention and dedication to
the Company, currently and in the event of any threatened or pending Change in
Control, and to provide the Executive with compensation and benefits
arrangements upon a Change in Control which ensure that the compensation and
benefits expectations of the Executive will be satisfied and which are
competitive with those of other similar corporations.

2.   DEFINITIONS. Whenever used herein, the following terms shall have the
meanings set forth below:

(a)  "Beneficiary" means the person or entity designated by the Executive (on
Exhibit B hereto) to receive payment of any benefits hereunder that are or may
be payable after the Executive's death. The Executive may change his or her
designation of Beneficiary by filing a revised Exhibit B with the Company prior
to his or her death.

(b)  "Cause" means any of the following:

         (i)      the Executive's engagement in unlawful acts intended to result
in substantial personal enrichment to the Executive at the Company's expense;

         (ii)     the Executive's engagement in a material breach of his or her
responsibilities to the Company that results in a material injury to the Company
other than any such breach resulting from the Executive's incapacity due to
illness or injury or in connection with an actual or anticipated termination of
employment with the Company by the Executive for Good Reason; or

         (iii)    an act or acts by the Executive which have been found in an
applicable court to constitute a felony.

(c)  "Change in Control" means any of the following events:

         (i)      The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of
either (A) the then-outstanding common shares of the Company other than those
held by the Voting Trust (the "Outstanding Company Common Shares") or (B) the
combined voting power of the then-outstanding voting securities of the Company
entitled to vote generally in the election of directors other than that
represented by shares held by the Voting Trust (the "Outstanding Company Voting
Securities"); but for purposes of this subsection (i), the following
acquisitions of voting securities shall not constitute a Change in Control: (A)
any acquisition directly from the Company, (B) any acquisition by the Company,
(C) any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company, or (D)
any acquisition by any corporation pursuant to a transaction which complies with
clauses (A), (B) and (C) of subsection (iii) of this Section 2; or

         (ii)     Individuals who, as of the date of this Agreement, constitute
the Board (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; but any individual becoming a director subsequent to the
date hereof whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding from the
Incumbent Board, for this purpose, any such individual whose initial assumption
of office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board; or

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         (iii)    Consummation of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the assets of the
Company (a "Business Combination"), in each case, unless, following such
Business Combination, (A) the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Shares and Outstanding
Company Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50%, respectively, of the
then-outstanding common shares and the combined voting power of the
then-outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as a result of
such transaction owns the Company or all or substantially all of the Company's
assets either directly or through one or more subsidiaries), (B) no Person
(excluding any corporation resulting from such Business Combination or any
employee benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly, 50% or more of, respectively, the then-outstanding common shares of
the corporation resulting from such Business Combination, or the combined voting
power of the then-outstanding voting securities of such corporation except to
the extent that such ownership existed prior to the Business Combination, and
(C) at least a majority of the members of the board of directors of the
corporation resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial agreement, or of the
action of the Board, providing for such Business Combination; or

         (iv)     Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.

(d)  "Code" means the Internal Revenue Code of 1986, as amended.

(e)  "Disability" means an illness or injury which, in the opinion of the Board,
renders the Executive unable or incompetent to perform the job responsibilities
which the Executive held or the job duties to which the Executive was assigned
at the time such illness or injury was incurred, on a full-time basis for at
least six (6) consecutive months.

(f)  "Good Reason" means the occurrence of only one or more of the following
events provided that the Executive specifically agrees in writing that such
event shall constitute Good Reason:

         (i)      there is a change in the Executive's status or position with
the Company that, in the Executive's reasonable judgment, represents an adverse
change from his or her status or position immediately before the Change in
Control, including a change in the principal place of the Executive's employment
that does not conform with the Company's present policies for executive
relocation, but excluding required travel to an extent substantially consistent
with the Executive's business travel obligations immediately before the Change
in Control;

         (ii)     the Executive is assigned any duties or responsibilities that,
in the Executive's reasonable judgment, are inconsistent with the Executive's
status or position immediately before the Change in Control;

         (iii)    the Executive is subject to a layoff by the Company or the
Executive's employment with the Company is involuntarily terminated other than
for Cause by the Company or due to the Executive's Disability, death or
retirement;

         (iv)     there is a reduction by the Company in the Executive's total
compensation as in effect at the time of the Change in Control (i.e., the
Executive's base salary plus the most recent award that the Executive earned
under the Company's Incentive Compensation Plan) or as the same may be increased
from time to time;

         (v)      the Company fails to continue in effect any compensation plan,
employee benefit plan, or other plan, program or policy of the Company that is
intended to materially benefit the Company's employees (each a "Plan"), in which
the Executive was participating at the time of the Change in Control, other than
as a result of the normal expiration of such Plan in accordance with its terms
in effect at the time of the Change in Control; or

         (vi)     the Company takes any action or fails to take any action that
would:

                     (A)   adversely affect the Executive's continued
participation in any Plan on at least as favorable a basis as was the case at
the time of the Change in Control;

                     (B)   materially reduce the Executive's benefits in the
future under any Plan; or

                     (C)   deprive the Executive of any material benefits that
the Executive enjoyed at the time of the Change in Control; except to the extent
that such action or inaction by the Company is required by the terms of the Plan
as in effect immediately before the Change in Control or is necessary to comply
with the applicable law, and except to the extent that the Company provides the
Executive with substantially equivalent benefits;

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         (vii)    there is a material violation by the Company of any agreement
with the Executive; or

         (viii)   without the Executive's consent, the Company fails to pay the
Executive any portion of his or her current or deferred compensation within
thirty (30) days after the Executive provides written notification to the
Company that payment is past due.

(g)  A "Qualifying Termination" is deemed to have occurred for purposes of this
Agreement if there is a Change in Control and, within two (2) years after the
Change in Control, the Executive's employment with the Company is either
involuntarily terminated by the Company without Cause or the Executive
terminates employment with the Company for Good Reason

(h)  "Voting Trust" means that certain voting trust entered into by agreement
dated as of February 1, 1997, as amended on February 1, 2002, into which Common
Shares of the Company have been deposited and with respect to which, as of the
date hereof, Janice Carlson and Charles H. Smith, III are trustees.

3.   NOTICE OF CHANGE IN CONTROL. The Company shall provide the Executive with
written notice of the occurrence of a Change in Control in accordance with
Section 13(b) of this Agreement within two (2) weeks after such Change in
Control.

4.   NOTICE OF TERMINATION. (a)  Any termination by the Company for Cause, or by
the Executive for Good reason, shall be communicated by Notice of Termination to
the other party hereto given in accordance with Section 13(b) of this Agreement.
For purposes of this Agreement, a "Notice of Termination" means a written notice
which (i) indicates the specific termination provision in this Agreement relied
upon, (ii) to the extent applicable, sets forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated, and (iii) if the Date of
Termination (as defined below) is other than the date of receipt of such notice,
specifies the termination date (which date shall be not more than thirty (30)
days after the giving of such notice). The failure by the Executive or the
Company to set forth in the Notice of Termination any fact or circumstance which
contributes to a showing of Good Reason or Cause shall not waive any right of
the Executive or the Company, respectively, hereunder or preclude the Executive
or the Company, respectively, from asserting such fact or circumstance in
enforcing the Executive's or the Company's rights hereunder.

(b)  For purposes of this Agreement, "Date of Termination" means (i) if the
Executive's employment is terminated by the Company for Cause, or by the
Executive for Good Reason, the date of receipt of the Notice of Termination or
any later date (within thirty (30) days after that date) specified therein, as
the case may be, (ii) if the Executive's employment is terminated by the
Company, other than for Cause or Disability, the Date of Termination shall be
the date on which the Company notifies the Executive of such termination and
(iii) if the Executive's employment is terminated by reason of death or
Disability, the Date of Termination shall be the date of death of the Executive
or the disability effective date, as the case may be.

5.   BENEFITS UPON TERMINATION OF EMPLOYMENT FOLLOWING CHANGE IN CONTROL. In the
event of a Qualifying Termination, the Executive shall receive the benefits
described in Exhibit A attached hereto.

6.   DEATH. Notwithstanding any provision of this Agreement to the contrary, if
the Executive's employment is terminated by reason of the Executive's death,
this Agreement shall terminate without further obligations to the Executive's
legal representatives under this Agreement.

7.   DISABILITY. Notwithstanding any provision of this Agreement to the
contrary, if the Executive's employment is terminated by reason of the
Executive's Disability, this Agreement shall terminate without further
obligations to the Executive.

8.   RETIREMENT. Notwithstanding any provision of this Agreement to the
contrary, if the Executive's employment is terminated by reason of the
Executive's retirement from the Company at or after age 65, this Agreement shall
terminate without further obligations to the Executive.

9.   CAUSE; OTHER THAN FOR GOOD REASON. Notwithstanding any provision of this
Agreement to the contrary, if the Executive's employment shall be terminated by
the Company for Cause or if the Executive's employment with the Company is
terminated by the Executive for other than Good Reason, this Agreement shall
terminate without further obligations to the Executive.

10. OTHER EMPLOYMENT; LEGAL REPRESENTATION. Any severance benefits described in
Exhibit A hereto to which the Executive is entitled will not be reduced by any
remuneration the Executive may receive from employment with another employer
following a Qualifying Termination. In no event shall the Executive be obligated
to seek other

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employment or take any other action by way of mitigation of the amounts payable
to the Executive under any of the provisions of this Agreement, and such amounts
shall not be reduced whether or not the Executive obtains other employment. The
Company agrees to pay as incurred, to the full extent permitted by law, all
legal fees and expenses which the Executive may reasonably incur as a result of
any contest by the Company, the Executive or others of the validity or
enforceability of, or liability under, any provision of this Agreement.

11.  NO TAX GROSS-UP PAYMENT. Notwithstanding anything to the contrary in this
Agreement, if any portion of the compensation under the Agreement, or under any
other agreement with or plan of the Company (in the aggregate "Total Payments"),
would constitute an "excess parachute payment" under Section 280G of the
Internal Revenue Code (the "Code"), then the payments to be made to the
Executive under the Agreement shall be subject to the tax imposed by Section
4999 of the Code or any successor provision thereto unless the Company elects to
reduce the payments to be made to the Executive under the Agreement because such
reduction will provide a more favorable after-tax result for the Executive with
respect to the excise taxes described in this Section. The calculation of such
potential excise tax liability, as well as the method in which any compensation
reduction is applied, shall be conducted and determined by the Company's
independent accountants, whose determinations shall be binding on all parties.

12.  SUCCESSORS.

(a)  This Agreement is personal to the Executive and shall not be assignable by
the Executive otherwise than by will or the laws of descent and distribution.
This Agreement shall inure to the benefit of and be enforceable by the
Executive's legal representatives.

(b)  This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns.

(c ) The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company to assume expressly and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place. As used in this
Agreement, "Company" shall mean the Company as hereinbefore defined and any
successor to its business and/or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law, or otherwise.

13.  MISCELLANEOUS.

(a)  This Agreement shall be governed by and construed in accordance with the
laws of the State of Ohio without reference to principles of conflict of laws.
The captions of this Agreement are not part of the provisions hereof and shall
have no force or effect. This Agreement may not be amended or modified otherwise
than by a written agreement executed by the parties hereto or their respective
successors and legal representatives.

(b)  All notices and other communications hereunder shall be in writing and
shall be given by hand delivery to the other party or by registered or certified
mail, return receipt requested, postage prepaid, addressed as follows:

              IF TO THE EXECUTIVE:       Jeffrey P. Gotschall
                                         25 Pine River Rd.
                                         Bentleyville, OH 44022

              IF TO THE COMPANY:         SIFCO INDUSTRIES, INC.
                                         970 East 64th Street
                                         Cleveland, Ohio 44103

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communication shall be effective when
actually received by the addressee.

(c)  The invalidity or unenforceability of any provision of this Agreement shall
not affect the validity or enforceability of any other provision of this
Agreement.

(d)  The Company may withhold from any amounts payable under this Agreement such
federal, state, local and/or foreign taxes as shall be required to be withheld
pursuant to any applicable law or regulation.

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(e)  The Executive's or the Company's failure to insist upon strict compliance
with any provision of this Agreement or the failure to assert any right the
Executive or the Company may have hereunder, including, without limitation, the
right of the Executive to terminate employment for Good Reason pursuant to
Section 2(f) of this Agreement, shall not be deemed to be a waiver of such
provision or right or any other provision or right of this Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement effective as of
the date first written above.

SIFCO INDUSTRIES, INC.                        EXECUTIVE

By: /s/ Frank Cappello                        /s/ Jeffrey P. Gotschall
    ------------------                        ------------------------
                                              Signature

Title:  Vice.President - Finance and          Jeffrey P. Gotschall
        Chief Financial Officer               --------------------
        -----------------------               Printed Name

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                                    EXHIBIT A

                                       TO

                      CHANGE IN CONTROL SEVERANCE AGREEMENT

                                    BENEFITS

(a)  Severance. In the event the Executive becomes eligible for benefits under
Section 5 of the Agreement, the Company shall pay to the Executive or the
Executive's Beneficiary in a lump sum in cash within thirty (30) days after the
Executive's Date of Termination an amount equal to:

         (i)      $500,000 Dollars;

         (ii)     the excess of (A) the actuarial equivalent of the benefit
under any qualified defined benefit pension plan the Company may have (the
"Retirement Plan"), and any supplemental retirement plan in which the Executive
participates (the "SERP") which the Executive would receive if the Executive's
employment continued for two (2) years after the Date of Termination assuming
for this purpose that all accrued benefits are fully vested, over (B) the
actuarial equivalent of the Executive's actual benefit paid or payable, if any,
under the Retirement Plan and the SERP as of the Date of Termination.

(b)  Welfare Benefits. In the event the Executive becomes eligible for benefits
under Section 5 of the Agreement, for twenty-four ( 24 ) months after the
Executive's Date of Termination, or such longer period as may be provided by the
terms of the applicable welfare benefit plan, program, practice or policy, the
Company shall continue benefits to the Executive and/or the Executive's family
at least equal to those which would have been provided to them in accordance
with the Company's welfare benefit plans, programs, practices and policies if
the Executive's employment had not been terminated or, if more favorable to the
Executive, as in effect generally at any time thereafter with respect to other
peer executives of the Company and its affiliated companies and their families;
provided, however, that if the Executive becomes reemployed with another
employer and is eligible to receive welfare benefits under another
employer-provided plan, the Company shall discontinue such benefits as of such
eligibility date. In lieu of providing such benefits, the Company may elect, in
its sole discretion, without the consent of the Executive, to pay in a single
sum to the Executive an amount equal to the cash equivalent present value of the
premiums to purchase such continued insurance coverage within thirty (30) days
after the Executive's Date of Termination.

(c)  Enhanced Rights Regarding Stock Awards. All long-term stock incentive
awards held by the Executive (whether in the form of options, phantom units,
performance shares, restricted shares or other awards of whatever nature), shall
fully vest and all restrictions and conditions shall be removed on the Date of
Termination.

(d)  Retirement Benefits. All Retirement Plan, Thrift Plan and SERP benefits of
the Executive shall fully vest if they are not otherwise fully vested on the
Date of Termination.

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                                    EXHIBIT B

                                       TO

                      CHANGE IN CONTROL SEVERANCE AGREEMENT

                           DESIGNATION OF BENEFICIARY

         Executive hereby designates the following individual to receive payment
of any benefits under this Agreement that may be due or payable after the
Executive's death:

         Dianne Gotschall
         ----------------
         Name of Beneficiary

         Wife
         ----
         Relationship to Executive

         /s/ Jeffrey P. Gotschall
         ------------------------
         Signature of Executive

         August 3, 2002
         --------------
         Date

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