AMPCO PITTSBURGH CORP : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Published: 2021-10-22 16:18:10 ET AP

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

(b) On October 22, 2021, Ampco-Pittsburgh Corporation (the "Corporation") announced the planned retirement of Rose Hoover, to be effective December 31, 2021 and which was conveyed by Ms. Hoover to the Corporation on October 19, 2021. Ms. Hoover's retirement concludes a remarkable career of more than forty-two (42) years of continuous service with the Corporation, where she served as President and Chief Administrative Officer since August, 2015.

(e) In connection with Ms. Hoover's retirement, on October 21, 2021 Ms. Hoover and the Corporation entered into a Retirement and Consulting Agreement (the "Agreement").

In addition to any other benefits Ms. Hoover is entitled to in connection with her retirement, as consideration for Ms. Hoover to execute a general release of claims, the Compensation Committee of the Board of Directors agreed to provide Ms. Hoover with the following on her retirement date (less applicable payroll deductions and withholding): (i) $175,000, equal to five months of salary at her current base rate; (ii) $40,400, equal to five weeks of vacation pay; (iii) $231,000 pursuant to her 2021 short term incentive plan award, assuming target level performance; (iv) accelerated vesting of the unvested portion of the restricted stock units and unvested performance share units granted in 2019, 2020 and 2021; and (v) $5,000 for health care costs for five months. The Corporation believes that such payments are being made in recognition of Ms. Hoover's forty-two (42) years of valuable service to the Corporation and recognition that Ms. Hoover's proposed retirement date has been accelerated by five (5) months at the request of the Corporation to commence the transition process at the beginning of the Corporation's fiscal year.

Under the terms of the Agreement, Ms. Hoover will also provide the Corporation with consulting services at the rate of two hundred fifty dollars ($250) per hour for up to 40 hours each month. In addition, Ms. Hoover will be entitled to personal use of Corporation-provided technology, continued use or right to purchase a Corporation-provided automobile, and certain other expenses incidental to Ms. Hoover's services. The Agreement terminates on December 31, 2024 unless earlier terminated pursuant to the Agreement or extended by mutual agreement of the parties (the "Consulting Period").

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are furnished herewith:

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