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<SEC-DOCUMENT>0001299933-07-005175.txt : 20070830
<SEC-HEADER>0001299933-07-005175.hdr.sgml : 20070830
<ACCEPTANCE-DATETIME>20070830165846
ACCESSION NUMBER:		0001299933-07-005175
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20070828
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20070830
DATE AS OF CHANGE:		20070830

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CORE MOLDING TECHNOLOGIES INC
		CENTRAL INDEX KEY:			0001026655
		STANDARD INDUSTRIAL CLASSIFICATION:	PLASTICS PRODUCTS, NEC [3089]
		IRS NUMBER:				311481870
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-12505
		FILM NUMBER:		071092002

	BUSINESS ADDRESS:	
		STREET 1:		800 MANOR PARK DRIVE
		STREET 2:		P O BOX 28183
		CITY:			COLUMBUS
		STATE:			OH
		ZIP:			43228
		BUSINESS PHONE:		8006666960

	MAIL ADDRESS:	
		STREET 1:		800 MANOR PARK DR
		STREET 2:		P O BOX 28183
		CITY:			COLUMBUS
		STATE:			OH
		ZIP:			43228

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CORE MATERIALS CORP
		DATE OF NAME CHANGE:	19961107
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>htm_22414.htm
<DESCRIPTION>LIVE FILING
<TEXT>
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<TITLE> CORE MOLDING TECHNOLOGIES, INC. (Form: 8-K) </TITLE>
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		UNITED STATES<BR>
	SECURITIES AND EXCHANGE COMMISSION
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<BR>
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	WASHINGTON, D.C. 20549
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	FORM 8-K
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	CURRENT REPORT
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	Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934
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	Date of Report (Date of Earliest Event Reported):
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	&nbsp;
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	August 28, 2007
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	CORE MOLDING TECHNOLOGIES, INC.
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<BR>__________________________________________<BR>
	(Exact name of registrant as specified in its charter)
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	Delaware
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	001-12505
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	31-1481870
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_____________________<BR>
	(State or other jurisdiction
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_____________<BR>
	(Commission
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______________<BR>
	(I.R.S. Employer
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	of incorporation)
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	File Number)
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	Identification No.)
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	&nbsp;&nbsp;
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	800 MANOR PARK DRIVE, P.O.BOX  28183, COLUMBUS, Ohio
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	43228-0183
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_________________________________<BR>
	(Address of principal executive offices)
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	&nbsp;
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___________<BR>
	(Zip Code)
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	Registrant&#146;s telephone number, including area code:
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	&nbsp;
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	614-870-5000
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<P ALIGN="CENTER">
<FONT SIZE="2">
	Not Applicable
<BR>______________________________________________<BR>
	Former name or former address, if changed since last report
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<FONT SIZE="2">
	&nbsp;
</FONT>
<!-- CoverPageRegistrant END --><P><FONT SIZE="2">
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:</FONT>
</P>
<P><FONT SIZE="2">
[&nbsp;&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br>
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<FONT SIZE="2">Top of the Form</FONT>
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</A>
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<FONT SIZE="2">
<B>
	Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
</B>
</FONT>
</P>
<P ALIGN="LEFT">
<FONT SIZE="2">
Effective August 28, 2007, Core Molding Technologies, Inc. (the "Company"), appointed Paul R. Boulier, 54 ("Mr. Boulier"), to serve as the Company&#x2019;s Vice President of Marketing and Sales.  Prior to joining the Company, Mr. Boulier was employed by Avery Dennison Corporation in Cleveland, Ohio, since 2002 as the Industrial Business Manager for the Specialty Tape Division serving the automotive, aerospace and other transportation markets.  Mr. Boulier was responsible for marketing, business development, and commercialization of new products/platforms.  While at Avery Dennison Corporation Mr. Boulier also served as the Technical Director for the Specialty Tape Division.  Prior to joining Avery Dennison, Mr. Boulier was employed from 1984 to 2001 by NOVA Chemicals Corporation in Pittsburgh, Pennsylvania where he held a various executive positions in Corporate Development/M&A, Global R&D, Marketing & Sales for the Styrenics Division.  Mr. Boulier has also held Operations and Product Development management p
ositions at Borden, Incorporated and Albany International Corporations.<br><br>Mr. Boulier will receive an initial base salary of $165,000 per year and a grant of 6,996 shares of restricted stock of the Company (the "Restricted Stock Grant") pursuant to the Company&#x2019;s 2006 Long-Term Equity Incentive Plan.  In connection with the Restricted Stock Grant, Mr. Boulier and the Company entered into a restricted stock agreement (the "Restricted Stock Agreement").  Pursuant to the Restricted Stock Agreement, the Restricted Stock Grant shall be subject to certain stock ownership and time-based vesting requirements over the next three (3) years, but, in any event, the Restricted Stock Grant shall fully vest upon the occurrence of a change in control of the Company, or upon Mr. Boulier&#x2019;s death or disability.  The above description of the Restricted Stock Agreement is qualified in its entirety by the text of the form of restricted stock agreement, a copy of such form restricted stock agreement is attached h
ereto as Exhibit 10.1 and incorporated by reference in its entirety herein.<br><br>In connection with his appointment, Mr. Boulier and the Company have also entered into an Executive Severance Agreement (the "Severance Agreement").  The Severance Agreement provides that upon a Change in Control (as defined in the Severance Agreement) that Mr. Boulier shall be entitled to receive his then-current base salary for the remainder of the term of the Severance Agreement, as extended, together with any health, dental, life, disability or other benefits as he was then entitled to receive.  In addition, if within the two-year period following a Change in Control, the Company terminates Mr. Boulier other than for "Cause" (as defined in the Severance Agreement) or for death or disability (as defined in the Severance Agreement), Mr. Boulier shall be entitled to certain payments and benefits, including (i) a severance benefit equal to the sum of (a) a multiple of his average base salary for the past five (5) years (or suc
h lesser period), plus (b) a multiple of his average cash bonuses earned for the past five (5) years (or such lesser period), and (ii) full vesting and removal of all restrictions on any stock and equity-based compensation awards.  The above description of the Severance Agreement is qualified in its entirety by the text of the form of Executive Severance Agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated by reference in its entirety herein.<br>
</FONT>
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<B>
	Item 8.01 Other Events.
</B>
</FONT>
</P>
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<FONT SIZE="2">
A copy of the press release announcing the hiring of Mr. Boulier is attached as Exhibit 99.1 to this Report.
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<B>
	Item 9.01 Financial Statements and Exhibits.
</B>
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<P ALIGN="LEFT">
<FONT SIZE="2">
(d)	Exhibits<br><br>The following exhibits are filed herewith:<br><br>Exhibit 10.1	Form of Core Molding Technologies, Inc. Restricted Stock Agreement<br>Exhibit 10.2	Form of Executive Severance Agreement<br>Exhibit 99.1	Press Release, dated August 30, 2007, announcing the appointment of Paul  R. Boulier to serve as Vice President, Marketing and Sales.<br><br> <br><br>
</FONT>
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<FONT SIZE="2">Top of the Form</FONT>
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</U>
</A>
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<B>
	SIGNATURES
</B>
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<P ALIGN="LEFT">
<FONT SIZE="2">
	Pursuant to the requirements of the Securities Exchange Act of 1934, the
	registrant has duly caused this report to be signed on its behalf by the
	undersigned hereunto duly authorized.
</FONT>
</P>
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	CORE MOLDING TECHNOLOGIES, INC.
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	&nbsp;&nbsp;
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<I>
	August 30, 2007
</I>
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	&nbsp;
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<I>
	By:
</I>
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	&nbsp;
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<I>
	/s/ Herman F. Dick, Jr.
</I>
<BR>
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<FONT SIZE="2">
	&nbsp;
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	&nbsp;
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<I>
	Name: Herman F. Dick, Jr.
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<I>
	Title: Vice President, Secretary, Treasurer and Chief Financial Officer
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	Exhibit&nbsp;Index
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	Exhibit No.
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	Description
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	10.1
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	&nbsp;
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<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
Form of Core Molding Technologies, Inc. Restricted Stock Agreement
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	10.2
</DIV>
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<FONT SIZE="2">
	&nbsp;
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<FONT SIZE="2">
Form of Executive Severance Agreement
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	99.1
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<FONT SIZE="2">
	&nbsp;
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<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
Press release dated August 30, 2007, announcing the appointment of Paul R. Boulier to serve as Vice President, Marketing and Sales
</FONT>
</TD>
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<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>exhibit1.htm
<DESCRIPTION>EX-10.1
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<TITLE> EX-10.1 </TITLE>
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<BODY style="font-family: 'Times New Roman',Times,serif">


<P align="right" style="font-size: 10pt"><FONT style="font-size: 12pt"><B>Exhibit&nbsp;10.1</B></FONT>



<P align="center" style="font-size: 12pt"><B>CORE MOLDING TECHNOLOGIES, INC.<BR>
RESTRICTED STOCK AGREEMENT</B>



<P align="left" style="font-size: 12pt; text-indent: 6%">AGREEMENT made as of <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>(the &#147;Grant Date&#148;), by and between Core Molding
Technologies, Inc. (the &#147;Company&#148;) and <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, an executive of the Company (the
&#147;Executive&#148;).


<P align="center" style="font-size: 12pt">W I T N E S S E T H



<P align="left" style="font-size: 12pt; text-indent: 6%">WHEREAS, pursuant to the provisions of the Company&#146;s 2006 Long-Term Equity Incentive Plan (the
&#147;Plan&#148;), the Company desires to award to the Executive restricted shares of the Company&#146;s Common
Stock (&#147;Common Stock&#148;), in accordance with the provisions of the Plan, all on the terms and
conditions hereinafter set forth; and


<P align="left" style="font-size: 12pt; text-indent: 6%">WHEREAS, Executive wishes to accept said offer; and


<P align="left" style="font-size: 12pt; text-indent: 6%">WHEREAS, the parties hereto understand and agree that any terms used and not defined herein
have the same meanings as in the Plan.


<P align="left" style="font-size: 12pt; text-indent: 6%">NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other
good and valuable consideration, the parties hereto agree as follows:


<P align="left" style="font-size: 12pt; text-indent: 6%">1.&nbsp;<U>Terms of Award</U>.&nbsp;&nbsp;The Company awards to the Executive <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>shares of the
Company&#146;s Common Stock (the &#147;Shares&#148;) in accordance with the terms of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 6%">2.&nbsp;<U>Provisions of Plan Controlling</U>.&nbsp;&nbsp;The Executive specifically understands and agrees
that the Shares issued under the Plan are being awarded to the Executive pursuant to the Plan,
copies of which Plan the Executive acknowledges he has read, understands and by which he agrees to
be bound. The provisions of the Plan are incorporated herein by reference. In the event of a
conflict between the terms and conditions of the Plan and this Agreement, the provisions of the
Plan will control.


<P align="left" style="font-size: 12pt; text-indent: 6%">3.&nbsp;<U>Vesting of Restricted Stock</U>.


<P align="left" style="font-size: 12pt; text-indent: 6%">(a)&nbsp;Except as provided in paragraphs (b)&nbsp;and (c), the Shares awarded hereunder shall be
forfeited to the Company for no consideration in the event (i)&nbsp;Executive voluntarily terminates his
or her employment with the Company prior to the Third Anniversary of the Grant Date or (ii)
Executive is terminated by the Company (with or without cause) prior to the Third Anniversary of
Grant Date.


<P align="left" style="font-size: 12pt; text-indent: 6%">(b)&nbsp;Except as provided in Section&nbsp;4 hereof, the Shares awarded hereunder shall be fully vested
in the Executive and no longer subject to a risk of forfeiture pursuant to paragraph (a)&nbsp;upon the
occurrence of the earliest of the following events:



<P align="left" style="margin-left:6%; font-size: 12pt; text-indent: 3%">(i)&nbsp;the date on which the Company undergoes a &#147;Change in Control&#148; as defined in the
Plan;



<P align="left" style="margin-left:6%; font-size: 12pt; text-indent: 3%">(ii)&nbsp;the date on which the Executive dies or becomes disabled; or



<P align="left" style="margin-left:6%; font-size: 12pt; text-indent: 3%">(iii)&nbsp;the date of the Executive&#146;s 65<sup>th</sup> birthday.


<P align="left" style="font-size: 12pt; text-indent: 6%">(c)&nbsp;Except as provided in Section&nbsp;4 hereof, the Shares awarded hereunder shall vest in the
Executive and shall no longer be subject to a risk of forfeiture pursuant to the following
schedule:

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="33%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="62%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Number of Shares
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Date of Vesting</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">1/3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">First Anniversary of Grant Date</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">1/3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Second Anniversary of Grant Date</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">1/3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Third Anniversary of Grant Date</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt; text-indent: 6%">(d)&nbsp;For purposes of this Agreement, the Executive shall be deemed disabled if, as a result of
his incapacity due to physical or mental illness, he shall have been absent from his duties with
the Company on a full-time basis for a period of at least six months and a physician selected by
him and acceptable to the Company is of the opinion that (i)&nbsp;he is suffering from &#147;Total
Disability&#148; as defined in the Company&#146;s Disability Insurance Plan, or any successor plan or program
and (ii)&nbsp;he will qualify for Social Security Disability Payment and (iii)&nbsp;within thirty (30)&nbsp;days
after such determination is made, he shall not have returned to the full-time performance of his
duties.


<P align="left" style="font-size: 12pt; text-indent: 6%">4.&nbsp;<U>Requirement of Stock Ownership for Vesting.</U>


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;Notwithstanding Sections&nbsp;3(b)(iii) and 3(c) hereof, Executive&#146;s right to the Shares shall
not vest unless Executive owns shares of Common Stock of the Company for a period of 60 consecutive
calendar days while employed by the Company that are equal in value to 60%/120% of Executive&#146;s base
annual salary as of the Grant Date (the &#147;Stock Ownership Requirement&#148;). Solely for purposes of
determining whether Executive has satisfied the Stock Ownership Requirement, Executive will be
treated as owning the time-vested Shares set forth in Section&nbsp;1 hereof (but only to the extent such
Shares have vested in accordance with Section&nbsp;3 hereof), provided that the value of such Shares may
only be taken into account to the extent of, and may only be treated as satisfying, seven-twelfths
(7/12) of the Stock Ownership Requirement.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;In the event that (i)&nbsp;Executive&#146;s right to any installment of Shares set forth under
Section 3(c) vests (the &#147;Original Vesting&#148;), (ii)&nbsp;Executive satisfies the Stock Ownership
Requirement set forth in Section&nbsp;4(a), and (iii)&nbsp;Executive continues to satisfy the Stock Ownership
Requirement, Executive shall be deemed to satisfy the Stock Ownership Requirement for all future
vesting dates set forth in Section 3(c) notwithstanding any depreciation in the value of such
shares owned by the Executive. For purposes of this provision, the sale by an Executive of any
Shares solely to satisfy the Executive&#146;s income and employment tax obligations associated with the
vesting of the Shares shall be permitted, provided that Executive may not dispose of Shares to the
extent such disposition causes the Executive to reduce his or her stock ownership levels below that
number of Shares that is equal in value to 50%/100% of Executive&#146;s base salary as of the Grant Date


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;In the event that, as of the Grant Date, Executive does not satisfy at least a 25%/50%
base salary portion of the Stock Ownership Requirement with shares of Common Stock purchased by the
executive, (i)&nbsp;Executive shall be required (and hereby agrees) to participate in the Company&#146;s 2002
Employee Stock Purchase Plan (the &#147;2002 Plan&#148;) and shall be required to agree to payroll deductions
under the 2002 Plan equal to 2%/3.5% of Executive&#146;s base salary until such time as Executive
satisfies the Stock Ownership Requirement and (ii)&nbsp;Executive shall be required, on or before the
December&nbsp;31<sup>st</sup> following Executive&#146;s receipt of a bonus (subsequent to the Grant Date)
under the Company&#146;s short-term incentive bonus plan, to utilize fifteen percent (15%) of such bonus
(or such lower amount as is necessary to satisfy the Stock Ownership Requirement) to purchase
shares of Common Stock of the Company and to provide proof of such purchase to the Treasurer of the
Company.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;Solely for purposes of determining whether or to what degree the Executive has satisfied
the Stock Ownership Requirement, (i)&nbsp;any shares of Common Stock purchased by Executive (including
shares purchased through the exercise of a stock option) shall be valued at the greater of
Executive&#146;s basis in such shares or the fair market value of such shares existing on May&nbsp;17, 2006,
(ii)&nbsp;shares of stock held for the benefit of the Executive in the Company&#146;s 401(k) plan shall be
valued at the greater of the purchase price of such shares or the fair market value of such shares
existing on May&nbsp;17, 2006, and (iii)&nbsp;purchases of shares of Common Stock (including 401(k) matches
by the Company) that occur after May&nbsp;17, 2006 will be valued at the basis in such shares, except
for stock purchased through the exercise of a stock option, which shall be valued at the fair
market value of such shares on the date of purchase, and (iv)&nbsp;time-vested restricted stock grants
will be valued for ownership purposes at the fair market value of the stock on the grant date of
the applicable award.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;In the event the Board of Directors of the Company, or the Committee determines in good
faith that Executive has engaged in a pattern of behavior designed to frustrate the intent of this
Section&nbsp;4 (including, but not limited to, purchases of shares of Common Stock followed by
dispositions of such shares immediately after satisfaction of the Stock Ownership Requirement), the
Board (or Committee) shall be entitled to cancel this award of Shares in its entirety and Executive
shall be required to forfeit all Shares awarded hereunder (whether vested or unvested) back to the
Company for no consideration.


<P align="left" style="font-size: 12pt; text-indent: 4%">(f)&nbsp;For the avoidance of doubt, in the event of a Change in Control or death or disability,
Executive or the Executive&#146;s estate shall not be required to satisfy the Stock Ownership
Requirement and all Shares awarded hereunder shall fully vest.


<P align="left" style="font-size: 12pt; text-indent: 4%">(g)&nbsp;In the event that the Executive is assigned to a new position in the Company, and a
different Stock Ownership Requirement is applicable to such new position, the new Stock Ownership
Requirement shall immediately become applicable to any unvested Shares and the Company shall
promptly inform the Executive of such new Stock Ownership Requirement.


<P align="left" style="font-size: 12pt; text-indent: 4%">(h)&nbsp;In the event an Executive elects to satisfy the tax withholding obligations associated
with the vesting of the Shares in cash, the Stock Ownership Requirement shall be reduced to 100%
provided that, in such event, the value of such time vested Shares may only be taken into account
to the extent of one-half (1/2) of the Stock Ownership Requirement Such election must be made by
giving written notice of the election to the Compensation Committee in care of the Treasurer of the
Company.


<P align="left" style="font-size: 12pt; text-indent: 4%">(i)&nbsp;Executive agrees to notify the Compensation Committee in care of the Treasurer of the
Company of any transaction involving Company Stock within 24 hours other than purchases as part of
the Company&#146;s 2002 Employee Stock Purchase Plan (the &#147;2002 Plan&#148;) and stock purchases as part of
the Company&#146;s 401(k) match .


<P align="left" style="font-size: 12pt; text-indent: 6%">5.&nbsp;<U>Dividend and Voting Rights.</U> Executive shall have the right to vote any Shares
awarded hereunder and to receive any dividends declared with respect to such Shares, provided that
such voting and dividend rights shall lapse with respect to any Shares that are forfeited to the
Company pursuant to this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 6%">6.&nbsp;<U>Additional Shares</U>.&nbsp;&nbsp;(a)&nbsp;If the Company shall pay a stock dividend or declare a
stock split on or with respect to any of its Common Stock, or otherwise distribute securities of
the Company to the holders of its Common Stock, the number of shares of stock or other securities
of the Company issued with respect to the Shares then subject to the restrictions contained in this
Agreement shall be added to the Shares subject to this Agreement. If the Company shall distribute
to its stockholders shares of stock of another corporation, the shares of stock of such other
corporation distributed with respect to the Shares then subject to the restrictions contained in
this Agreement shall be added to the Shares subject to this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 6%">(b)&nbsp;If the outstanding shares of Common Stock of the Company shall be subdivided into a
greater number of shares or combined into a smaller number of shares, or in the event of a
reclassification of the outstanding shares of Common Stock of the Company, or if the Company shall
be a party to a merger, consolidation or capital reorganization, there shall be substituted for the
Shares then subject to the restrictions contained in this Agreement such amount and kind of
securities as are issued in such subdivision, combination, reclassification, merger, consolidation
or capital reorganization in respect of the Shares subject to this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 6%">7.&nbsp;<U>Legends</U>.&nbsp;&nbsp;All certificates representing the Shares to be issued to the Executive
pursuant to this Agreement shall have endorsed thereon legends substantially as follows:


<P align="left" style="margin-left:9%; margin-right:9%; font-size: 12pt">&#147;The shares represented by this certificate are subject to
restrictions set forth in a Restricted Stock Agreement with
this Company dated &#091;date&#093;, a copy of which Agreement is
available for inspection at the offices of the Company or will
be made available upon request.&#148;


<P align="left" style="margin-left:9%; margin-right:9%; font-size: 12pt">&#147;The shares represented by this certificate have been taken
for investment and they may not be sold or otherwise
transferred by any person, including a pledgee, unless (1)
either (a)&nbsp;a Registration Statement with respect to such
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;shares shall be effective under the Securities Act of 1933, as
amended, or (b)&nbsp;the Company shall have received an opinion of
counsel satisfactory to it that an exemption from registration
under such Act is then available, and (2)&nbsp;there shall have
been compliance with all applicable state securities laws.&#148;


<P align="left" style="font-size: 12pt; text-indent: 6%">8.&nbsp;<U>No Obligation to Employ</U>.&nbsp;&nbsp;The Company is not obligated, by the Plan or this
Agreement, to continue the Executive as an employee of the Company.


<P align="left" style="font-size: 12pt; text-indent: 6%">9.&nbsp;<U>Investment Intent</U>.&nbsp;&nbsp;The Executive represents and warrants to the Company that the
Shares are being acquired for the Executive&#146;s own account, for investment, and not with a view to,
or for sale in connection with, the distribution of any such Shares.


<P align="left" style="font-size: 12pt; text-indent: 6%">10.&nbsp;<U>Notices</U>.&nbsp;&nbsp;Any notices required or permitted by the terms of this Agreement or the
Plan shall be given by recognized courier service, facsimile, registered or certified mail, return
receipt requested, addressed as follows:


<P align="left" style="font-size: 12pt; text-indent: 13%">To the Company:


<P align="left" style="font-size: 12pt; text-indent: 13%">To the Executive:


<P align="left" style="font-size: 12pt">or to such other address or addresses of which notice in the same manner has previously been given.
Any such notice shall be deemed to have been given upon the earlier of receipt, one business day
following delivery to a recognized courier service, or three business days following mailing by
registered or certified mail.


<P align="left" style="font-size: 12pt; text-indent: 6%">11.&nbsp;<U>Governing Law</U>.&nbsp;&nbsp;This Agreement shall be construed and enforced in accordance with
the law of the State of Delaware (without giving effect to the conflict of laws principles thereof)
in all respects, including, without limitation, matters relating to the validity, construction,
interpretation, administration, effect, enforcement, and remedies provisions of this Agreement,
except to the extent preempted by applicable federal law.


<P align="left" style="font-size: 12pt; text-indent: 6%">12.&nbsp;<U>Withholding.</U> Prior to delivery of Shares to Executive upon the release of the
restrictions stated in Section&nbsp;3 hereof, Executive shall be required to make arrangements,
satisfactory to the Company, for appropriate withholding for federal, state, and local tax
purposes. Executive is permitted to satisfy any such tax withholding requirements, in whole or in
part, by delivering shares of Common Stock to the Company (including the Shares awarded hereunder)
having a fair market value (as determined by Company in its sole discretion) equal to the amount of
such tax.


<P align="left" style="font-size: 12pt; text-indent: 6%">13.&nbsp;<U>Benefit of Agreement</U>.&nbsp;&nbsp;Subject to the provisions of the Plan and the other
provisions hereof, this Agreement shall be for the benefit of and shall be binding upon the heirs,
executors, administrators, successors and assigns of the parties hereto.


<P align="left" style="font-size: 12pt; text-indent: 6%">14.&nbsp;<U>Entire Agreement</U>.&nbsp;&nbsp;This Agreement, together with the Plan, embodies the entire
agreement and understanding between the parties hereto with respect to the subject matter hereof
and supersedes all prior oral or written agreements and understandings relating to the subject
matter hereof. No statement, representation, warranty, covenant or agreement not expressly set
forth in this Agreement shall affect or be used to interpret, change or restrict the express terms
and provisions of this Agreement, provided, however, in any event, this Agreement shall be subject
to and governed by the Plan.


<P align="left" style="font-size: 12pt; text-indent: 6%">15.&nbsp;<U>Modifications and Amendments</U>.&nbsp;&nbsp;The terms and provisions of this Agreement may be
modified or amended as provided in the Plan.


<P align="left" style="font-size: 12pt; text-indent: 6%">16.&nbsp;<U>Waivers and Consents</U>.&nbsp;&nbsp;The terms and provisions of this Agreement may be waived,
or consent for the departure therefrom granted, only by written document executed by the party
entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to
be or shall constitute a waiver or consent with respect to any other terms or provisions of this
Agreement, whether or not similar. Each such waiver or consent shall be effective only in the
specific instance and for the purpose for which it was given, and shall not constitute a continuing
waiver or consent.


<P align="left" style="font-size: 12pt; text-indent: 6%">IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized
officer, and the Executive has hereunto set his or her hand, all as of the day and year first above
written.


<P align="right" style="font-size: 12pt">CORE MOLDING TECHNOLOGIES, INC.



<P align="right" style="font-size: 12pt">By: ______________________________________



<P align="right" style="font-size: 12pt">__________________________________________<BR>
Executive




<P align="center" style="font-size: 10pt; display: none">


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<P align="right" style="font-size: 10pt"><FONT style="font-size: 12pt"><B>Exhibit&nbsp;10.2</B></FONT>



<P align="center" style="font-size: 12pt"><U><B>EXECUTIVE SEVERANCE AGREEMENT</B></U>



<P align="left" style="font-size: 12pt; text-indent: 4%">This Executive Severance Agreement (&#147;Agreement&#148;) is made as of the <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>day of <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, 2007 by
and between Core Molding Technologies, Inc., a Delaware corporation, with its principal office at
800 Manor Park Drive, Columbus, Ohio 43228-0183 (the &#147;Company&#148;), and <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, an individual,
residing at <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>(the &#147;Executive&#148;).


<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, the Company wishes to assure itself of stability and continuity of senior management
and recognizes that organizational changes, including a change in control of the Company, could
negatively affect the retention of senior executive personnel of the Company and the
decision-making and performance of such personnel with respect to such organizational changes, and
the effectiveness of retention and incentivizing features of other elements of the Company&#146;s
executive compensation program;


<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, the Executive is currently employed by the Company in the capacity of
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>and the Executive is one of the key executives of the Company; and


<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, the Company and the Executive now desire to achieve a degree of certainty as to the
Executive&#146;s rights to compensation upon certain terminations of employment during the Term of this
Agreement (as defined below).


<P align="left" style="font-size: 12pt; text-indent: 4%">NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and
other good and valuable consideration, the receipt of which is hereby acknowledged, the parties
hereby agree as follows:


<P align="left" style="font-size: 12pt">1.&nbsp;<U>Term of This Agreement</U>


<P align="left" style="font-size: 12pt; text-indent: 4%">The Term of this Agreement shall commence on the date hereof and continue until December&nbsp;31,
2007; provided, however, that commencing on January&nbsp;1, 2008 and each January 1st thereafter, the
above-referenced date and the Term of this Agreement shall automatically be extended for one
additional year unless at least thirty days prior to such January 1st date, the Company or the
Executive shall have given notice that it or he does not wish to extend this Agreement. The phrase
&#147;Term of this Agreement&#148; shall refer to the period commencing on the date hereof and ending on
December&nbsp;31, 2007 (or any extension thereof pursuant to the preceding sentence).


<P align="left" style="font-size: 12pt; text-indent: 4%">Nothing contained in this Agreement shall prevent the Company at any time from terminating the
Executive&#146;s right and obligation to perform service for the Company or prevent the Company from
removing the Executive from any position which the Executive holds in the Company, subject to the
obligation of the Company to make payments and provide benefits if and to the extent required under
this Agreement, which payments and benefits shall be full and complete liquidated damages, insofar
as the obligations of the Company pursuant to this Agreement are concerned, for any such action
taken by the Company. The Executive specifically acknowledges that, except for this Agreement, his
employment by the Company is employment-at-will, subject to termination by the Executive, or by the
Company, at any time with or without cause. The Executive acknowledges that such
employment-at-will status cannot be modified except in a specific writing which has been authorized
or ratified by the Company&#146;s Board of Directors (the &#147;Board&#148;).


<P align="left" style="font-size: 12pt">2.&nbsp;<U>Change in Control</U>


<P align="left" style="font-size: 12pt; text-indent: 4%">Notwithstanding the other provisions of this Agreement, no benefit shall be payable under this
Agreement unless a Change in Control (as defined below) of the Company shall be deemed to have
occurred and the Executive&#146;s employment by the Company shall have been terminated (by the Executive
or by the Company) within two (2)&nbsp;years thereafter. For purposes of this Agreement, a &#147;Change in
Control of the Company&#148; shall be deemed to have occurred if any one of the following takes place:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;The Company is merged, consolidated or reorganized into or with another corporation,
partnership, limited liability company, trust, or other legal person (collectively referred herein
as a &#147;Business Entity&#148;), and immediately after such merger, consolidation, or reorganization less
than fifty percent (50%) of the combined voting power of the then-outstanding securities of such
Business Entity immediately after such transaction are held in the aggregate by the holders of
voting stock of the Company immediately prior to such transaction;


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;The Company sells all or substantially all of its assets to any other Business Entity, and
less than fifty percent (50%) of the combined voting power of the then-outstanding securities of
such Business Entity immediately after such sale are held in the aggregate by the holders of voting
stock of the Company immediately prior to such sale;


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;There is a report filed on Schedule&nbsp;13D or Schedule&nbsp;14D-1 (or any successor schedule, form
or report), each as promulgated pursuant to the Securities Exchange Act of 1934 (&#147;Exchange Act&#148;),
disclosing that any person (as the term &#147;person&#148; is used in Section&nbsp;13(d)(3) or Section&nbsp;14(d)(2) of
the Exchange Act) has become the beneficial owner (as the term &#147;beneficial owner&#148; is defined under
Rule&nbsp;13d-3 or any successor rule or regulation promulgated under the Exchange Act) of securities
representing 50% or more of the voting stock of the Company;


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;The Company files a report or proxy statement with the Securities and Exchange Commission
pursuant to the Exchange Act disclosing in response to Form 8-K or Schedule&nbsp;14A (or any successor
schedule, form or report or item therein) that a change in control of the Company has occurred ; or


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;If during any period of two consecutive years, individuals who at the beginning of any
such period constitute the directors of the Company cease for any reason to constitute at least a
majority thereof, provided, however, that for purposes of this Section&nbsp;2(e), each director who is
first elected, or first nominated for election by the Company&#146;s stockholders, by a vote of at least
two thirds of the directors of the Company (or a committee thereof) then still in office who were
directors of the Company at the beginning of any such period will be deemed to have been a director
of the Company at the beginning of such period.


<P align="left" style="font-size: 12pt">3.&nbsp;<U>Notice of Termination; Date of Termination</U>


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;Any termination of the Executive&#146;s employment by the Company or by the Executive shall be
communicated by written Notice of Termination to the other party thereto. For purposes of this
Agreement, a &#147;Notice of Termination&#148; shall mean a notice that shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of employment under the
provision so indicated. Furthermore, either the Executive or the Company may give a Notice of
Termination to the other party for the purpose of terminating this Agreement, as such, without
terminating the Executive&#146;s Employment with the Company, which Notice of Termination shall have the
effect of terminating this Agreement at the expiration of the Term of this Agreement as in effect
on the date of giving such Notice of Termination.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;&#147;Date of Termination&#148; shall mean:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>If the Agreement is terminated for Disability (as defined in
Section&nbsp;7 below), thirty (30)&nbsp;days after Notice of Termination is given
(provided that the Executive shall not have returned to the performance of his
duties on a full-time basis during such thirty (30)&nbsp;day period),</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>If the Executive terminates his employment voluntarily, the
date specified in the Notice of Termination,</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The expiration or termination of the Term of this Agreement,
and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(iv)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>If the Executive&#146;s employment is terminated for any other
reason, the date on which a Notice of Termination is given; provided that if
within thirty days after any Notice of Termination is given the party receiving
such Notice of Termination notifies the other party that a dispute exists
concerning the termination, the Date of Termination shall be the date on which
the dispute is finally determined, either by mutual written agreement of the
parties, by a binding and final arbitration award or by a final judgment, order
or decree of a court of competent jurisdiction (the time for appeal therefrom
having expired and no appeal having been perfected).</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt">4.&nbsp;<U>Compensation After Change in Control</U>


<P align="left" style="font-size: 12pt; text-indent: 4%">Immediately after any Change in Control of the Company shall be deemed to have occurred, the
Executive shall be entitled to receive for the remainder of the Term of this Agreement (as extended
from time to time) an annual base salary (the &#147;Base Salary&#148;), payable in installments in accordance
with the current practice of the Company, at an annual rate at least equal to the aggregate annual
base salary payable to the Executive as of the date hereof. The Base Salary may be increased (but
may not be decreased) at any time and from time to time by action of the Board of Directors of the
Company, any committee thereof, or any individual having authority to take such action, in
accordance with the Company&#146;s regular practices, and, if so increased, such increased Base Salary
shall thereafter be the Base Salary for the purposes of this Agreement. Any increase in the Base
Salary shall not serve to limit or reduce any other obligation of the Company hereunder.


<P align="left" style="font-size: 12pt">5.&nbsp;<U>Benefit Plans</U>


<P align="left" style="font-size: 12pt; text-indent: 4%">After a Change in Control of the Company shall be deemed to have occurred,


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;The Company agrees to continue in effect any perquisite, benefit or compensation plan
(including without limitation the Company&#146;s annual cash profit sharing plan, long-term equity
incentive plan, stock purchase plan, section 401(k) plan, dental plan, life insurance plan, health
and accident plan, disability plan, or deferred compensation plan) in which the Executive currently
participates (collectively referred to as the &#147;Benefit Plans&#148;); or to maintain plans providing
substantially similar benefits, unless the continuation of any such plan (or similar plan) would
not, in the good faith discretion of the Company, be an economically reasonable decision, taking
into account all facts and circumstances;


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;Other than as provided in paragraph (a), the Company agrees not to take any action that
would adversely affect the Executive&#146;s participation in, or materially reduce the benefits under,
any of the Benefit Plans or deprive the Executive of any material fringe benefit currently enjoyed;
and


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;The Company agrees to provide the Executive with the number of paid vacation days to
which he is entitled in accordance with the Company&#146;s normal vacation policy in effect on the date
hereof.


<P align="left" style="font-size: 12pt">6.&nbsp;<U>Termination for Cause</U>


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;The Company may terminate the Executive&#146;s employment for Cause. For the purposes of this
Agreement, the Company shall have &#147;Cause&#148; to terminate employment hereunder only (i)&nbsp;if termination
shall have been the result of an act or acts of dishonesty by the Executive constituting a felony
and resulting or intended to result directly or indirectly in substantial gain or personal
enrichment to the Executive at the expense of the Company; or (ii)&nbsp;upon the willful and continued
failure by the Executive substantially to perform his duties with the Company (other than any such
failure resulting from incapacity due to mental or physical illness) after a demand in writing for
substantial performance is delivered by the Board, which demand specifically identifies the manner
in which the Board believes that the Executive has not substantially performed his duties, and such
failure results in demonstrably material injury to the Company. The Executive&#146;s employment shall
in no event be considered to have been terminated by the Company for Cause if such termination took
place as the result of (i)&nbsp;bad judgment or negligence, or (ii)&nbsp;any act or omission without intent
of gaining therefrom directly or indirectly a profit to which the Executive was not legally
entitled, or (iii)&nbsp;any act or omission believed in good faith to have been in or not opposed to the
interest of the Company, or (iv)&nbsp;any act or omission in respect of which a determination is made
that the Executive met the applicable standard of conduct prescribed for indemnification or
reimbursement or payment of expenses under the By-Laws of the Company or the laws of the State of
Delaware, in each case as in effect at the time of such act or omission. The Executive shall not
be deemed to have been terminated for Cause unless and until there shall have been delivered to him
a copy of a resolution duly adopted by the affirmative vote of a majority of the entire membership
of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to
the Executive and an opportunity for him, together with his counsel, to be heard before the Board),
finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth
above in clauses (i)&nbsp;or (ii)&nbsp;of the first sentence of this paragraph and specifying the particulars
thereof in detail.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;If the Executive&#146;s employment shall be terminated for Cause, the Company shall pay the
Executive his full Base Salary through the Date of Termination at the rate in effect at the time
Notice of Termination is given and the Company shall have no further obligations to the Executive
under this Agreement.


<P align="left" style="font-size: 12pt">7.&nbsp;<U>Termination for Death or Disability</U>


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;The Company may terminate this Agreement on account of the Executive&#146;s death, or for
&#147;Disability&#148; if the Executive is &#147;Disabled.&#148; For purposes of this Agreement, the Executive shall
be considered Disabled only if, as a result of his incapacity due to physical or mental illness, he
shall have been absent from his duties with the Company on a full-time basis for a period of one
year and a physician selected by him is of the opinion that (i)&nbsp;he is suffering from total
disability, as determined by the Executive&#146;s physician and (ii)&nbsp;he will qualify for Social Security
Disability Payment and (iii)&nbsp;within thirty (30)&nbsp;days after written notice of termination is given,
he shall not have returned to the full-time performance of his duties.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;If the Company terminates this Agreement on account of the Executive&#146;s death or because
the Executive is Disabled, the Company shall pay the Executive (or his successors) his full Base
Salary through the Date of Termination at the rate in effect at the time Notice of Termination is
given and the Company shall have no further obligations to the Executive under this Agreement.


<P align="left" style="font-size: 12pt">8.&nbsp;<U>Termination Following Retirement</U>


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;This Agreement will terminate upon the Executive&#146;s Retirement. For purposes of this
Agreement, &#147;Retirement&#148; shall mean termination of the Executive&#146;s employment with his consent in
accordance with the Company&#146;s retirement policy (including early retirement) generally applicable
to its salaried employees or in accordance with any retirement arrangement established with the
Executive&#146;s consent with respect to him.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;In the event this Agreement terminates following the Executive&#146;s Retirement, the Company
shall pay to the Executive all amounts that may be due and payable at his full Base Salary through
the Date of Termination at the rate in effect at the time Notice of Termination is given and the
Company shall have no further obligations to the Executive under this Agreement.


<P align="left" style="font-size: 12pt">9.&nbsp;<U>Termination of Employment by the Executive for Good Reason</U>


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;Upon the occurrence of a Change in Control, the Executive may terminate his employment
for Good Reason. For purposes of this Agreement, &#147;Good Reason&#148; will exist if any one or more of
the following occur:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Failure by the Company to honor any of its obligations under
Sections&nbsp;4, 5, or 11; or</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Any purported termination by the Company of the Executive&#146;s
employment that is not effected pursuant to a Notice of Termination satisfying
the requirements of Section&nbsp;3 above and, for purposes of this Agreement, no
such purported termination shall be effective; or</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Failure to elect or reelect or otherwise to maintain the
Executive to the office or the position (or a substantially equivalent office
or position) in the Company that the Executive held immediately prior to a
Change in Control, or the removal of the Executive as a Director of the Company
(or any successor thereto) if the Executive shall have been a Director of the
Company immediately prior to the Change in Control; or</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(iv)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>An adverse change in the compensation or benefits of the
Executive or in the nature or scope of the authorities, powers, functions,
responsibilities or duties attached to the position with the Company which the
Executive held immediately prior to the Change in Control, (including but not
limited to assignment by the Company to the Executive of duties inconsistent
with his or her current positions, duties, responsibilities, and status with
the Company or a change of his or her compensation or benefits or his or her
reporting responsibilities, titles, or offices currently in effect) without the
prior written consent of the Executive, which is not remedied within 10
calendar days after receipt by the Company of written notice from the Executive
of such change; or</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(v)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>A determination by the Executive made in good faith that as a
result of a Change in Control and a change in circumstances thereafter
significantly affecting his position, including without limitation a change in
the scope of the business or other activities for which he was responsible
immediately prior to a change in control, he has been rendered substantially
unable to carry out, has been substantially hindered in the performance of, or
has suffered a substantial reduction in, any of the authorities, powers,
functions, responsibilities or duties attached to the position held by the
Executive immediately prior to the Change in Control, which situation is not
remedied within 10 calendar days after written notice to the Company from the
Executive of such determination; or</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(vi)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company shall relocate its principal executive offices, or
require the Executive to have his principal location of work changed, to any
location which is in excess of 50 miles from the location thereof immediately
prior to the Change in Control or to travel away from his office in the course
of discharging his or her responsibilities or duties hereunder significantly
more (in terms of either consecutive days or aggregate days in any calendar
year) than was required of him prior to the Change in Control without, in
either case, his prior written consent.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt">10.&nbsp;<U>Compensation Upon Certain Terminations</U>


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;If, within the two-year period subsequent to a Change in Control, (A)&nbsp;the Company shall
terminate the Executive&#146;s employment other than pursuant to Sections&nbsp;6 or 7 hereof, or (B)&nbsp;the
Executive shall terminate his employment for Good Reason pursuant to Section&nbsp;9 hereof, then the
Company shall pay to the Executive in a lump sum on the fifth business day following the Date of
Termination, the following amounts:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Executive&#146;s Base Salary through the Date of Termination at
the rate in effect at the time Notice of Termination is given; and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="8%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>In lieu of any further salary payments for periods subsequent
to the Date of Termination, an amount equal to 2.99 times the sum of (A)&nbsp;the
average of the Executive&#146;s Base Salary as reported on the Executive&#146;s W-2 form
for the five (5)&nbsp;calendar years prior to the year in which such termination
occurs, or, in the event the Executive has been employed by the Company for
less than five (5)&nbsp;calendar years, an average based upon such lesser number of
calendar years for which the executive has actually been employed, and (B)&nbsp;the
average of the cash bonuses earned by the Executive as reported on the
Executive&#146;s W-2 form for the five (5)&nbsp;calendar years prior to the year in which
such termination occurs, provided that the sum of clauses (A)&nbsp;and (B)&nbsp;of this
Section&nbsp;10(a)(ii) plus any parachute payments attributable to the accelerated
vesting provided for in Section&nbsp;10(b), or otherwise provided for the benefit of
Executive pursuant to this or any other agreement, plan, or arrangement shall
not exceed 2.99 times the &#147;Base Amount&#148; as defined in Section&nbsp;280G(b)(3) of the
Internal Revenue Code of 1986, or any successor provision thereof.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;If, within the two-year period subsequent to a Change in Control of the Company, (i)&nbsp;the
Company shall terminate the Executive&#146;s employment other than pursuant to Sections&nbsp;6 or 7 hereof or
(ii)&nbsp;the Executive shall terminate his employment for Good Reason pursuant to Section&nbsp;9 hereof, all
unvested stock options, stock appreciation rights, and restricted stock awards shall immediately
vest in full.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;Notwithstanding anything in this Agreement to the contrary, if (i)&nbsp;Executive is a
&#147;specified employee,&#148; within the meaning of Section&nbsp;409A of the Internal Revenue Code (the &#147;Code&#148;)
and the regulations thereunder, and (ii)&nbsp;Executive is subject to the provisions of Section
409A(a)(2)(B) of the Code (or any comparable successor provision) at the time he terminates
employment, the payment made to Executive pursuant to Section&nbsp;10(a)(ii) hereof (plus any other
payments of &#147;deferred compensation,&#148; as defined in Section&nbsp;409A of the Code, made to Executive
pursuant to this Agreement in the six-month period following his termination of employment) shall
not exceed the amount set forth in Treasury Regulation section 1.409A-1(b)(9)(iii)(A). Any payment
that would otherwise have been paid to Executive during such six-month period under the terms of
this Agreement, and that is not paid as a result of the preceding sentence, shall be paid to
Executive on the first day of the seventh month following his termination of employment.
Furthermore, if the conditions set forth in clauses (i)&nbsp;and (ii)&nbsp;of the first sentence of this
section 10(c) are met, no payments pursuant to Section&nbsp;10(a)(ii) hereof (or any other payments of
deferred compensation as defined in Section&nbsp;409A of the Code) may be paid to Executive unless his
termination of employment qualifies as a &#147;separation from service&#148; as such term is defined for
purposes of Section&nbsp;409A of the Code.&#148;


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;Notwithstanding anything in this Agreement to the contrary, if (i)&nbsp;Executive terminates
his employment for Good Reason, (ii)&nbsp;Executive is a &#147;specified employee,&#148; within the meaning of
Section&nbsp;409A of the Code and the regulations thereunder, and (iii)&nbsp;Executive is subject to the
provisions of Section&nbsp;409A(a)(2)(B) of the Code (or any comparable successor provision) at the time
he terminates employment, the payment made to Executive pursuant to Section&nbsp;10(a)(ii) hereof (plus
any other payments of &#147;deferred compensation&#148;, as defined in Section&nbsp;409A of the Code, made to
Executive pursuant to this Agreement in the six-month period following his termination of
employment) shall not be paid to Executive on the fifth business day following the Date of
Termination but instead will be paid to Executive on the first day of the seventh month following
his termination of employment. Furthermore, if the conditions set forth in clauses (i), (ii), and
(iii)&nbsp;of the preceding sentence are met, no payments pursuant to Section&nbsp;10(a)(ii) hereof (or any
other payments of deferred compensation as defined in Section&nbsp;409A of the Code) may be paid to
Executive unless his termination of employment qualifies as a &#147;separation from service&#148; as such
term is defined for purposes of Section&nbsp;409A of the Code.


<P align="left" style="font-size: 12pt">11.&nbsp;<U>Successors, Binding Agreement</U>


<P align="left" style="font-size: 12pt; text-indent: 4%">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, by agreement in form and substance satisfactory to the Executive, to expressly assume 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. Failure of the Company to obtain
such agreement prior to the effectiveness of any such succession shall be a breach of this
Agreement and shall entitle the Executive to compensation from the Company in the same amount and
on the same terms as would apply if the Executive terminated his employment within the two-year
period following a Change in Control, except that for purposes of implementing the foregoing, the
date on which any such succession becomes effective shall be deemed the Date of Termination. As
used in this Agreement, &#147;Company&#148; shall mean the Company as hereinbefore defined and any successor
to its business and/or assets as aforesaid that executes and delivers the agreement provided for in
this section or which otherwise becomes bound by all the terms and provisions of this Agreement by
operation of law. This Agreement shall inure to the benefit of and be enforceable by the
Executive&#146;s personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If the Executive should die while any amount would still be
payable hereunder had the Executive continued to live, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to his devisee, legatee, or
other designee or, if there be no such designee, to his estate.


<P align="left" style="font-size: 12pt">12.&nbsp;<U>Notice</U>


<P align="left" style="font-size: 12pt; text-indent: 4%">Notices and all other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by United States registered mail,
return receipt requested, postage prepaid, addressed to the respective addresses set forth in the
introductory paragraph of this Agreement, provided that all notices to the Company shall be
directed to the attention of the Chairman of the Board of the Company, or to such other address as
either party may have furnished to the other in writing in accordance herewith, except that notices
of change of address shall be effective only upon receipt.


<P align="left" style="font-size: 12pt">13.&nbsp;<U>Miscellaneous</U>


<P align="left" style="font-size: 12pt; text-indent: 4%">No provisions of this Agreement may be modified, waived or discharged unless such
modification, waiver or discharge is agreed to in writing signed by the Executive and such officer
as may be specifically designated by the Board. No waiver by either party hereto at any time of
any breach by the other party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time. No agreement or
representations, oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not set forth expressly in this Agreement. The validity,
interpretation, construction and performance of this Agreement shall be governed by the laws of the
State of Delaware.


<P align="left" style="font-size: 12pt">14.&nbsp;<U>Validity</U>


<P align="left" style="font-size: 12pt; text-indent: 4%">The invalidity or uneforceability of any one or more provisions of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement, which shall remain
in full force and effect.


<P align="left" style="font-size: 12pt">15.&nbsp;<U>Counterparts</U>


<P align="left" style="font-size: 12pt; text-indent: 4%">This Agreement may be executed in one or more counterparts, each of which shall be deemed to
be an original but all of which together will constitute one and the same instrument.


<P align="left" style="font-size: 12pt">16.&nbsp;<U>Arbitration</U>


<P align="left" style="font-size: 12pt; text-indent: 4%">Any dispute or controversy arising under or in connection with this Agreement shall be settled
exclusively by arbitration in Columbus, Ohio in accordance with the rules of the American
Arbitration Association then in effect; provided that all arbitration expenses shall be borne by
the Company. Notwithstanding the pendency of any dispute or controversy concerning termination or
the effects thereof, the Company will continue to pay the Executive his full compensation in effect
immediately before any Notice of Termination giving rise to the dispute was given and continue him
as a participant in all compensation, benefit and insurance plans in which he was then
participating, until the dispute is finally resolved. Amounts paid under this paragraph are in
addition to all other amounts due under this Agreement and shall not be offset against or reduce
any other amounts due under this Agreement. Judgment may be entered on the arbitrators&#146; award in
any court having jurisdiction; provided, however, that the Executive shall be entitled to seek
specific performance of his right to be paid until the Date of Termination during the pendency of
any dispute or controversy arising under or in connection with this Agreement.


<P align="left" style="font-size: 12pt">17.&nbsp;<U>Tax Matters &#150; Optional Right of Partial Disclaimer</U>


<P align="left" style="font-size: 12pt; text-indent: 4%">It is recognized that under certain circumstances:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;Payments or benefits provided to the Executive under this Agreement might give rise to an
&#147;excess parachute payment&#148; within the meaning of Section&nbsp;280G of the Internal Revenue Code of 1986,
or any successor provision thereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;It might be beneficial to the Executive to disclaim some portion of the payment or
benefit in order to avoid such &#147;excess parachute payment&#148; and thereby avoid the imposition of an
excise tax resulting therefrom.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;Under such circumstances it would not be to the disadvantage of the Company to permit the
Executive to disclaim any such payment or benefit in order to avoid the &#147;excess parachute payment&#148;
and the excise tax resulting therefrom.


<P align="left" style="font-size: 12pt">Accordingly, the Executive may, at the Executive&#146;s option, exercisable at any time or from time to
time, disclaim any entitlement to any portion of the payment or benefits arising under this
Agreement which would constitute &#147;excess parachute payments,&#148; and it shall be the Executive&#146;s
choice as to which payments or benefits shall be so surrendered, if and to the extent that the
Executive exercises such option, so as to avoid &#147;excess parachute payments.&#148;


<P align="left" style="font-size: 12pt">18.&nbsp;<U>Withholding of Taxes</U>


<P align="left" style="font-size: 12pt; text-indent: 4%">The Company may withhold from any amounts payable under this Agreement all federal, state,
city or other taxes as shall be required pursuant to any law or government regulation or ruling.


<P align="left" style="font-size: 12pt">19.&nbsp;<U>Legal Fees and Expenses</U>


<P align="left" style="font-size: 12pt; text-indent: 4%">It is the intent of the Company that the Executive not be required to incur the legal expenses
associated with (i)&nbsp;the interpretation of any provision in, or obtaining of any right or benefit
under, this Agreement or (ii)&nbsp;the enforcement of his rights under this Agreement by litigation or
other legal action, because the cost and expense thereof would substantially detract from the
benefits intended to be extended to the Executive hereunder. Accordingly, the Company irrevocably
authorizes the Executive from time to time to retain counsel of his choice, at the expense of the
Company as hereafter provided, to represent the Executive in connection with the interpretation or
enforcement of this Agreement, including the initiation or defense of any litigation or other legal
action, whether by or against the Company or any Director, officer, stockholder or other person
affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior
attorney-client relationship between the Company and such counsel, the Company irrevocably
consents to the Executive&#146;s entering into an attorney-client relationship with such counsel, and in
that connection the Company and the Executive agree that a confidential relationship shall exist
between the Executive and such counsel. The Company shall pay or cause to be paid and shall be
solely responsible for any and all attorneys&#146; and related fees and expenses incurred by the
Executive under this Section&nbsp;19.


<P align="center" style="font-size: 12pt">&#091;Remainder of Page Intentionally Left Blank; Signature Page Follows&#093;





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<P align="center" style="font-size: 10pt; display: none">2
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<P align="left" style="font-size: 12pt; text-indent: 4%">IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
written above.


<P align="right" style="font-size: 12pt">CORE MOLDING TECHNOLOGIES, INC.



<P align="right" style="font-size: 12pt">By: <U>___________________________________</U><BR>
Name:_________________________________<BR>
Title:__________________________________




<P align="center" style="font-size: 10pt; display: none">3


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<TYPE>EX-99.1
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<FILENAME>exhibit3.htm
<DESCRIPTION>EX-99.1
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<TITLE> EX-99.1 </TITLE>
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<BODY style="font-family: 'Times New Roman',Times,serif">


<P align="right" style="font-size: 10pt"><FONT style="font-size: 12pt"><B>Exhibit&nbsp;99.1</B></FONT>


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="54%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="41%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>FOR IMMEDIATE RELEASE</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>CONTACT:</B></TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Herman F. Dick, Jr.<BR>
(614)&nbsp;870-5064</TD>
</TR>
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<P align="center" style="font-size: 12pt"><B>CORE MOLDING TECHNOLOGIES APPOINTS VICE PRESIDENT OF MARKETING &#038; SALES</B>



<P align="left" style="font-size: 12pt">COLUMBUS, Ohio &#150; August&nbsp;30, 2007 &#150; Core Molding Technologies, Inc. (AMEX: CMT) today announced that
Paul R. Boulier has been appointed Vice President of Marketing and Sales. Prior to joining Core
Molding Technologies, Mr.&nbsp;Boulier was working for Avery Dennison as Business Manager Transportation
serving the automotive, aerospace and other transportation markets.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;We are very pleased to have Paul join our staff at Core Molding Technologies. His background
and experience will further strengthen our company and support our growth initiatives,&#148; said Kevin
L. Barnett, President and Chief Executive Officer. &#147;Paul&#146;s primary responsibilities will be to
lead our marketing and sales efforts both with existing customers and as we pursue new strategic
opportunities.&#148;


<P align="left" style="font-size: 12pt; text-indent: 4%">Mr.&nbsp;Boulier held previous positions at Avery Dennison as Director, Marketing and New Product
Development, and Technical Director. Prior to joining Avery Dennison, Mr.&nbsp;Boulier served as Vice
President, Corporate Development and Vice President, Technology, Growth and Commercialization, for
Nova Chemicals. Mr.&nbsp;Boulier holds a bachelor&#146;s degree in chemistry from Worchester Polytechnic
Institute and a master&#146;s degree in plastics engineering from the University of
Massachusetts-Lowell.


<P align="left" style="font-size: 12pt; text-indent: 4%">Core Molding Technologies, Inc. is a compounder of sheet molding composites (SMC)&nbsp;and molder
of fiberglass reinforced plastics. The Company&#146;s processing capabilities include the compression
molding of SMC, resin transfer molding, multiple insert tooling (MIT)&nbsp;resin transfer molding, spray
up and hand lay up processes. The Company produces high quality fiberglass reinforced, molded
products and SMC materials for varied markets, including light, medium and heavy-duty trucks,
automobiles, automobile aftermarket, personal watercraft and other commercial products. Core
Molding Technologies, with its headquarters in Columbus, Ohio, operates plants in Columbus,
Cincinnati, Ohio, Gaffney, South Carolina, and Matamoros, Mexico.



<P align="left" style="margin-left:1%; font-size: 12pt"><FONT style="font-size: 9pt"><I>This press release contains certain forward-looking statements within the meaning of the
federal securities laws. As a general matter, forward-looking statements are those focused upon
future plans, objectives or performance as opposed to historical items and include statements of
anticipated events or trends and expectations and beliefs relating to matters not historical in
nature. Such forward-looking statements involve known and unknown risks and are subject to
uncertainties and factors relating to Core Molding Technologies&#146; operations and business
environment, all of which are difficult to predict and many of which are beyond Core Molding
Technologies&#146; control. These uncertainties and factors could cause Core Molding Technologies&#146;
actual results to differ materially from those matters expressed in or implied by such
forward-looking statements.</I>
</FONT>


<P align="left" style="margin-left:1%; font-size: 9pt"><I>Core Molding Technologies believes that the following factors, among others, could affect its
future performance and cause actual results to differ materially from those expressed or implied
by forward-looking statements made in this press release: business conditions in the plastics,
transportation, watercraft and commercial product industries; general economic conditions in the
markets in which Core Molding Technologies operates; dependence upon two major customers as the
primary source of Core Molding Technologies&#146; sales revenues; recent efforts of Core Molding
Technologies to expand its customer base; failure of Core Molding Technologies&#146; suppliers to
perform their contractual obligations; the availability of raw materials; inflationary pressures;
new technologies; competitive and regulatory matters; labor relations; the loss or inability of
Core Molding Technologies to attract key personnel; the availability of capital; the ability of
Core Molding Technologies to provide on-time delivery to customers, which may require additional
shipping expenses to ensure on-time delivery or otherwise result in late fees; risk of
cancellation or rescheduling of orders; and management&#146;s decision to pursue new products or
businesses which involve additional costs, risks or capital expenditures.</I>



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