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EXHIBIT 10.8
FIRST AMENDMENT
TO
ARGO-TECH CORPORATION
EMPLOYEE STOCK
OWNERSHIP PLAN
AND
TRUST AGREEMENT
WHEREAS, Argo-Tech Corporation established the Argo-Tech
Corporation Employee Stock Ownership Plan (the "Plan") effective as of May 17,
1994 under the Argo-Tech Corporation Employee Stock Ownership Plan and Trust
Agreement (the "Trust Agreement"); and
WHEREAS, Argo-Tech Corporation deems it desirable further to
amend the Plan;
NOW, THEREFORE, effective as of the Effective Date of the Plan,
the Trust Agreement is amended in the respects hereinafter set forth.
1. Section 1.56 of the Trust Agreement is amended to provide as
follows:
1.56 "PLAN ENTRY DATE" means the date on which an individual
becomes an Employee, other than an Excluded Employee.
2. Section 2.01 of the Trust Agreement is amended to Provide as
follows:
2.01 ELIGIBILITY. Each Employee, other than an Excluded
Employee, becomes a Participant in the Plan on the next Entry Date.
If a Participant has not incurred a Separation from Service
but becomes an Excluded Employee, then during the period such a
Participant is an Excluded Employee the Plan shall limit that
Participant's sharing in the allocation of Employer contributions and
Participant forfeitures (and allocations under Section 8.03(B)), if
any, under the
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Plan by disregarding his Compensation for services rendered in his
capacity as an Excluded Employee. However, during such period of
exclusion, the Participant, without regard to employment
classification, shall continue to receive credit for vesting under
Article V for each included month of Continuous Service and the
Participant's Account shall continue to share fully in Trust Fund
allocations under Section 6.03.
If an Excluded Employee who is not a Participant becomes
eligible to participate in the Plan by reason of a change in employment
classification, he shall participate in the Plan immediately if he has
satisfied the eligibility conditions of Section 2.01 and would have
been a Participant had he not been an Excluded Employee during his
period of Continuous Service. Furthermore, the Plan shall take into
account all of the Participant's included Continuous Service with the
Employer as an Excluded Employee for purposes of vesting credit under
Article V.
* * *
IN WITNESS WHEREOF, the Company has executed this First Amendment
this 26th day of October, 1994.
ARGO-TECH CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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Title: Vice President,
General Counsel Secretary
And: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇▇
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Title: Vice President Human Resources