CORE MOLDING TECHNOLOGIES, INC. SECOND AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT

Exhibit A

CORE MOLDING TECHNOLOGIES, INC.
SECOND AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT

This Second Amended and Restated Executive Severance Agreement ("Agreement") is made as of the       day of December, 2008, by and between Core Molding Technologies, Inc., a Delaware corporation, with its principal office at 800 Manor Park Drive, Columbus, Ohio 43228-0183 (the "Company"), and       , an individual, residing at       (the "Executive").

W I T N E S S E T H

WHEREAS, in order to assure the Company of stability and continuity of senior management, the Company and the Executive entered into an Executive Severance Agreement as of May 16, 2006, as thereby amended from time to time (as amended, the "Prior Agreement");

WHEREAS the Executive remains employed by the Company in the capacity of President and Chief Executive Officer and the Executive is one of the key executives of the Company; and

WHEREAS, the Company and the Executive now desire to amend and restate the Prior Agreement in order to ensure compliance with certain provisions of the Internal Revenue Code and to make certain other changes to the Prior Agreement as set forth herein.

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:

The Term of this Agreement shall commence on the date hereof and continue until December 31, 2008; provided, however, that commencing on January 1, 2009 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 "Term of this Agreement" shall refer to the period commencing on the date hereof and ending on December 31, 2008 (or any extension thereof pursuant to the preceding sentence).

Nothing contained in this Agreement shall prevent the Company at any time from terminating the Executive’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’s Board of Directors (the "Board").

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’s employment by the Company shall have been terminated (by the Executive or by the Company) within two (2) years thereafter. For purposes of this Agreement, a "Change in Control of the Company" shall be deemed to have occurred if any one of the following takes place:

(a) 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 "Business Entity"), 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;

(b) 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;

(c) There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report), each as promulgated pursuant to the Securities Exchange Act of 1934 ("Exchange Act"), disclosing that any person (as the term "person" is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the beneficial owner (as the term "beneficial owner" is defined under Rule 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;

(d) 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 14A (or any successor schedule, form or report or item therein) that a change in control of the Company has occurred ; or

(e) 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 2(e), each director who is first elected, or first nominated for election by the Company’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.

(a) Any termination of the Executive’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 "Notice of Termination" 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’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.

(b) "Date of Termination" shall mean:

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 "Base Salary"), 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’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.

After a Change in Control of the Company shall be deemed to have occurred,

(a) The Company agrees to continue in effect any perquisite, benefit or compensation plan (including without limitation the Company’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 "Benefit Plans"); 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;

(b) Other than as provided in paragraph (a), the Company agrees not to take any action that would adversely affect the Executive’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

(c) The Company agrees to provide the Executive with the number of paid vacation days to which he is entitled in accordance with the Company’s normal vacation policy in effect on the date hereof.

(a) The Company may terminate the Executive’s employment for Cause. For the purposes of this Agreement, the Company shall have "Cause" to terminate employment hereunder only (i) 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) 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’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) bad judgment or negligence, or (ii) any act or omission without intent of gaining therefrom directly or indirectly a profit to which the Executive was not legally entitled, or (iii) any act or omission believed in good faith to have been in or not opposed to the interest of the Company, or (iv) any act or omission in respect of which a determination is made that the Executive met the applicable standard of conduc