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