SIFCO INDUSTRIES, INC.
1998 LONG-TERM INCENTIVE PLAN
The purposes of the SIFCO Industries, Inc. 1998 Long-Term Incentive Plan (the "Plan") are to promote the
long-term growth and performance of SIFCO Industries, Inc. and its subsidiaries by providing an opportunity for
employees of SIFCO Industries, Inc. and its subsidiaries (collectively, the "Company") to participate through
share ownership in the long-term growth and success of the Company, enhancing the Company's ability to attract
and retain persons with desired abilities, providing additional incentives for such persons and furthering the
identity of interests of employees and shareholders of the Company.
(a) "Award" means any form of stock option, stock appreciation right, restricted shares, share or share-based
award or performance share granted to a Participant under the Plan.
(b) "Award Agreement" means a written agreement between the Company and a Participant setting forth the
terms, conditions and limitations applicable to an Award.
(c) "Board" means the Board of Directors of SIFCO Industries, Inc.
(d) "Code" means the Internal Revenue Code of 1986, as amended from time to time.
(e) "Committee" means the Compensation and Stock Option Committee of the Board, or such other committee
of the Board that is designated by the Board to administer the Plan, provided that the Committee shall be
constituted so as to satisfy any applicable legal requirements, including the requirements of Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Section 162(m)
of the Code or any respective successor rule.
(f) "Fair Market Value" means the closing price of Shares as reported on the American Stock Exchange for the
date in question, provided that if no sales of Shares were made on the American Stock Exchange on that date,
the closing price of Shares as reported on the American Stock Exchange for the preceding day on which sales of
Shares were made