Ampco-Pittsburgh(AP) - 2025 Q3 - Quarterly Results

Introduction and Background This section outlines the rationale for the Indemnification Agreement, emphasizing its role in attracting talent and mitigating litigation risks through contractual protection Background and Rationale The Indemnification Agreement aims to attract and retain qualified individuals by contractually protecting against litigation risks, supplementing existing inadequate safeguards - The Corporation aims to attract and retain qualified individuals by providing adequate protection through indemnification against risks of claims and actions[4][6] - Existing protections (insurance, Articles of Incorporation, Bylaws) are deemed inadequate or uncertain, necessitating a contractual agreement[5][8] - The agreement supplements existing Bylaws and Articles of Incorporation, not diminishing Indemnitee's rights[7] Indemnification Provisions This section details the conditions and scope under which the Corporation will indemnify the Indemnitee for various types of legal proceedings and expenses Third Party and Derivative Proceedings The Corporation indemnifies the Indemnitee for expenses and liabilities in third-party or derivative proceedings if they acted in good faith and the Corporation's best interests, or without believing their conduct was unlawful in criminal cases - Indemnification covers expenses (e.g., attorneys' fees, court costs) and liabilities (e.g., judgments, penalties, fines, settlements) in civil, criminal, administrative, or investigative proceedings[9] - Indemnification is contingent on the Indemnitee acting in good faith and in a manner reasonably believed to be in, or not opposed to, the Corporation's best interests; for criminal proceedings, no reasonable cause to believe conduct was unlawful[9] - Termination of an action by judgment, order, settlement, or conviction does not automatically create a presumption of bad faith[9] Proceedings by or in the Right of the Company Indemnification for expenses in proceedings by or in the right of the Corporation requires good faith and acting in the Corporation's best interests, with court approval needed if the Indemnitee is adjudged liable - Indemnification covers expenses incurred in defense or settlement of proceedings by or in the right of the Corporation[10] - Indemnitee must have acted in good faith and in a manner reasonably believed to be in, or not opposed to, the Corporation's best interests[10] - If adjudged liable to the Corporation, indemnification is only permissible if a court determines it is fair and reasonable, despite the adjudication of liability[10][11] Mandatory Indemnification The Indemnitee is entitled to mandatory indemnification for expenses if successful on the merits or otherwise in defense of any proceeding, with settlements presumed successful - Indemnitee is mandatorily indemnified for expenses if 'successful on the merits or otherwise' in defense of any proceeding[12] - Success includes termination, withdrawal, or dismissal without liability, or expiration of a reasonable period without institution of a proceeding[12] - A settlement or other disposition short of final judgment is presumed successful, with the burden of proof on the Corporation to overcome this presumption by clear and convincing evidence[12] Indemnification for Expenses of a Witness The Indemnitee will be indemnified for all reasonable expenses incurred when acting as a witness or responding to discovery requests in any proceeding where they are not a party, by reason of their Corporate Status - Indemnitee is indemnified for all actually and reasonably incurred expenses when serving as a witness or responding to discovery requests in a proceeding where they are not a party, due to their Corporate Status[13] Limitation on Indemnification Indemnification is explicitly excluded if a court determines that the act or failure to act giving rise to the claim constituted willful misconduct or recklessness - Indemnification is not provided if a court determines the act or failure to act constituted willful misconduct or recklessness[14] Expense Advancement and Procedures This section outlines the procedures for advancing expenses, repayment undertakings, notice requirements, payment processes, counsel selection, settlements, and provisions for changes in control Advancement of Expenses The Corporation will advance all reasonable out-of-pocket expenses incurred by the Indemnitee in connection with legal proceedings within ten days of request, including expenses for enforcing advancement rights, unless explicitly excluded - The Corporation shall advance all reasonable out-of-pocket expenses within ten (10) days of receiving a request[15] - Advances include expenses incurred pursuing the right of advancement itself[15] - This provision does not apply to claims excluded under Section 9[15] Undertaking to Repay Expenses The Indemnitee must repay advanced expenses if ultimately determined not entitled to indemnification, with all advances and undertakings being unsecured and interest-free - Indemnitee must repay advanced expenses if ultimately determined not entitled to indemnification[16] - Advances and repayment undertakings are unsecured and interest-free[16] Notice and Cooperation by Indemnitee The Indemnitee must provide timely written notice of any claim and cooperate, with failure to notify not relieving the Corporation of liability unless actual and material prejudice occurs - Indemnitee must provide written notice of any claim for indemnification as soon as practicable[17] - Failure to provide timely notice does not relieve the Corporation of liability unless it causes actual and material prejudice[17][18] - Indemnitee must provide reasonable information and cooperation[18] Procedure for Payment Indemnification payments must be made within 45 days of a documented request, with the Corporation bearing the burden of proof against the Indemnitee's conduct standards - Indemnification payments must be made within 45 days of receiving a fully documented written request[19] - If payment is not made, Indemnitee may bring an action to recover and is entitled to expenses for such action (subject to Section 13)[19] - The Corporation bears the burden of proving Indemnitee did not meet conduct standards, and interim expense payments must be made unless a court finally adjudicates otherwise[19] Notice to Insurers The Corporation must promptly notify D&O insurers of proceedings and take necessary actions to ensure payments under policies - The Corporation must promptly notify D&O insurers of proceedings if insurance is in effect[20] - The Corporation must take all necessary actions to cause insurers to pay amounts due[20] Selection of Counsel The Corporation may assume defense with Indemnitee's consented counsel, or cover Indemnitee's reasonable counsel fees if there's a conflict, the Corporation fails to employ counsel, or in criminal proceedings - The Corporation may assume defense with Indemnitee's consented counsel, acknowledging its indemnification obligation and conducting defense diligently[21] - Indemnitee's reasonable counsel fees are covered by the Corporation if: (A) counsel was authorized, (B) a conflict of interest exists, or (C) the Corporation fails to employ counsel[21] - In criminal proceedings, the Indemnitee assumes defense, and the Corporation pays for separate counsel[21] Settlements The Corporation is not liable for settlements without its written consent, and neither party can unreasonably withhold consent to a settlement providing a full release without penalty - The Corporation is not liable for settlements without its written consent[22] - Neither party will unreasonably withhold consent to a settlement that provides a full, unqualified, and final release of claims against Indemnitee and imposes no penalty or limitation[22] - The Corporation will use commercially reasonable efforts to settle joint claims on behalf of all named parties[22] Change in Control Upon a Change in Control, indemnification and advance determinations are made by a third party, with the Corporation bearing all associated fees and expenses - Upon a Change in Control, indemnification and advance determinations will be made by a mutually agreed third party or the Chief Judge of the Federal District Court for the Western District of Pennsylvania[23] - The Corporation will bear all fees and expenses of the third-party determination[23] - A 'Change in Control' is defined by existing agreements or, if none, by specific criteria including mergers/acquisitions of over 50% voting power or shareholder approval of liquidation