PHANTOM STOCK AGREEMENT

 

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                                                                   EXHIBIT 10(p)

 

                             PHANTOM STOCK AGREEMENT

 

      This PHANTOM STOCK Agreement ("Agreement") is made and entered into

effective as of January 15, 2000 by and between CORE MATERIALS CORPORATION, a

Delaware corporation (the "Company"), and James L. Simonton, an individual (the

"Executive"). The purpose of this Agreement is to provide to the Executive, who

is the President and Chief Executive Officer of the Company and is important to

the success and growth of the business of the Company, with certain benefits and

to help retain the services of the Executive. This Agreement will provide a

means whereby the Executive will be given an opportunity to share in the

appreciation of the Common Stock of the Company.

 

                                    ARTICLE I

 

                                   DEFINITIONS

 

      Section 1.01 As used in this Agreement, the following terms shall have the

meanings ascribed to them below:

 

      "Act" means the Securities Act of 1933, as amended.

 

      "Agreement" shall have the meaning set forth in the preamble hereof.

 

      "Base Value" means $2.75 per share of Common Stock.

 

      "Board" means the Board of Directors of the Company.

 

      "Committee" means the Compensation Committee of the Board.

 

      "Common Stock" means shares of the Company's Common Stock, $0.01 par

       value.

 

      "Company" shall have the meaning set forth in the preamble hereof.

 

      "Exchange Act" means the Securities Exchange Act of 1934, as amended.

 

      "Executive" shall have the meaning set forth in the preamble hereof.

 

      "Fair Market Value" means (i) if the Common Stock is then listed on a

national securities exchange, the closing sales price of the Common Stock on the

day such value is determined on the principal securities exchange on which such

stock is then listed, or if there is no reported sale on that day, the average

bid and asked quotations on such exchange on that day, or (ii) if the Common

Stock is then publicly traded in the National Market System of the NASDAQ Stock

Market, the closing sales price of the Common Stock as reported in the National

Market System of the NASDAQ Stock Market on the day such value is determined, or

if there is no reported sale on that day, the average of the bid and asked

quotations on that day, or (iii) if the Common Stock is then publicly traded in

the over-the-counter market on the day such value is determined, the average of

the bid and asked quotations on that day, or if no shares were traded that day,

on the next preceding day on which there was such a trade, or (iv) if the Common

Stock is not then separately quoted or publicly traded, the fair market value on

the date such value is to be determined, as determined in good faith by the

Committee.

 

      "Internal Revenue Code" means the Internal Revenue Code of 1986, as

amended.

 

      "Subsidiary Corporation" shall have the definition of a subsidiary

corporation contained in section 424 of the Internal Revenue Code.

 

      "Successor" means the legal representative of the estate of the Executive

or the person or persons who shall acquire the right to receive payment for a

Unit by bequest or inheritance or by reason of the death of the Executive.

 

      "Term" means the period during which a particularly Unit may be exercised.

 

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      "Unit" means the right to receive, on the terms set forth in this

Agreement and during the Term, an amount equal to the excess of the Fair Market

Value of a share of the Common Stock on the date upon which the Executive

exercises his right to receive such payment over the Base Value.

 

                                   ARTICLE II

 

                         ADMINISTRATION OF THE AGREEMENT

 

      Section 2.01 This Agreement shall be administered on behalf of the Company

by the Committee; provided, however, that the Board, in lieu of the Committee,

shall have the right to take any action permitted or required hereunder to be

taken by the Committee.

 

      Section 2.02 The Committee shall adopt such rules of procedure as it may

deem proper; provided, however, that it may only take action upon the agreement

of a majority of the whole Committee. Any action which the Committee shall take

through a written instrument signed by all of its members shall be as effective

as though taken at a meeting duly called and held.

 

      Section 2.03 The powers of the Committee shall include plenary authority

to interpret this Agreement.

 

                                   ARTICLE III

 

                                 GRANT OF UNITS

 

      Section 3.01 The Company hereby grants to the Executive 150,000 Units

(subject to adjustment as provided in Article X hereof) effective as of the date

hereof.

 

                                   ARTICLE IV

 

                                VESTING OF UNITS

 

      Section 4.01 All Units granted hereunder shall vest on December 31, 2004.

No Units granted hereunder shall vest prior to such date.

 

      Section 4.02 Subsequent to the grant of any Unit, the Committee may

accelerate, at any time before such Unit becomes fully veste