MET-PRO CORPORATION AMENDED AND RESTATED KEY EMPLOYEE SEVERANCE PAY AGREEMENT
Exhibit
(10) (ai)
MET-PRO
CORPORATION
AMENDED
AND RESTATED
This
Amended and Restated Key Employee Severance Pay Agreement (this
“Agreement”) is made as of this 3rd day of April, 2008 between
MET-PRO CORPORATION, a Pennsylvania corporation with principal offices at ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ (the “Corporation”), and ▇▇▇▇▇▇▇ ▇. ▇▇
▇▇▇▇, of ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “Employee”).
RECITALS
A. Employee
has been employed by
the Corporation since June 5, 1995. In July 2000,
Employee was appointed to the position of Chief Operating Officer of the
Corporation. Effective March 1, 2003, Employee was appointed President and Chief
Executive Officer, and he was elected Chairman of the Board of Directors in
September 2003. During the period of his employment, he has performed his duties
ably, demonstrating loyalty to the Corporation and greatly benefiting
it.
B. In
recognition of Employee’s status as a key employee and to provide the Employee
with a deserved measure of security in the event of a change in control of the
Corporation, the Corporation entered into a Key Employee Severance Pay Agreement
on April 4, 2001 (the “Prior Agreement”). The parties desire to amend
and restate the Prior Agreement in its entirety and replace the Prior Agreement
with this Agreement.
NOW,
THEREFORE, the parties hereby agree as follows:
1. Definitions.
(a) Change in
Control. A “Change in Control” shall be deemed to have
occurred as of the date of the first of the following events occur:
(i) If
any “Person” (as hereafter defined) or “Group” (as hereafter defined) of
Persons, which Person or Group of Persons is not part of present “Management”
(as hereafter defined), acting alone or in concert, becomes the “Beneficial Owner” (as
hereafter defined)
directly or indirectly of securities of the Corporation representing
thirty (30%) percent or more of the combined voting power of the Corporation’s
then outstanding securities; or,
(ii) If
there occurs a change in the composition of the Board of Directors within any
period of two years or less, as a result of which the individuals who constitute
the “Continuing Directors” (as hereafter defined) cease for any reason to
constitute at least a majority of the Board of Directors in office at the
beginning of such period; or
(iii) If
the shareholders approve of: (a) a reorganization, merger, or consolidation, in
each case with respect to which persons who were shareholders of the Corporation
immediately prior to such transaction do not, immediately thereafter, own more
than 50% of the combined voting power of the reorganized, merged or consolidated
corporation’s then outstanding securities entitled to vote generally in the
election of directors; or (b) the liquidation or dissolution of the
Corporation; or (c) the sale of all or substantially all of the Corporation’s
assets;
(iv) If there
shall be a change of control as defined by any other agreement or plan to which
the Corporation is party.
(b) Person. A “Person”
is defined in same manner that the term “person” is defined and referred
to in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the “Act”)).
(c) Continuing
Directors. The “Continuing Directors” consist of the seven persons
who are members of the Board of Directors as constituted as of the date of this
Agreement; provided, however, that any individual who becomes a Director
subsequent to the date hereof whose election or nomination for election by the
Corporation’s shareholders was approved by a vote of at
least a majority of the Directors then comprising the Board of Directors of the
Corporation shall be considered a Continuing Director; except that any
individual whose initial election or appointment as a Director as a result of or
in connection with either an actual or threatened election contest (as such
terms are used in Rule 14a-11 of Regulation 14A promulgated under the Act) or
other actual or threatened solicitation of proxies or consents by or on behalf
of a person other than the Board shall not be considered a Continuing
Director.
(d) Beneficial Owner of
Securities. A “Beneficial Owner of Securities” shall be as
defined in Rule 13d-3 promulgated under the Act.
(e) Management. “Management”
shall mean the officers of the Corporation in office at the effective date of
this Agreement or their successors elected by a majority of the Continuing
Directors, either alone or with any person who is a Continuing
Director.
(f) Compensation. “Compensation”
shall mean the annual base salary (exclusive of bonuses, sick leave, vacation
pay, or other extra compensation or benefits) being paid to the Employee at the
time when a Change in Control occurs or thereafter, whichever is
higher.
(g) Involuntary Termination of
Employment. “Involuntary Termination of Employment” shall
mean
(i)
Termination of employment without “Cause”; or
(ii) Termination of employment
by the Employee as a result of a reduction in his status, or duties, or
responsibilities, or rate
of compensation, or the imposition of intolerable working conditions.
(h) Cause. “Cause”
for the purposes of Section 1(g)(i) shall mean conviction for a felony,
commission of any act constituting common law fraud, habitual drunkenness or
drug abuse, significant malfeasance or nonfeasance of duty, or disloyalty to the
Corporation.
(i) Group. “Group”
shall be as used in Rule 13d-1 promulgated under the Act.
2. Severance
Pay. In the event of a Change in Control of the Corporation
and the Involuntary Termination of Employee’s Employment within eighteen (18)
months thereafter, the Employee shall be entitled to receive severance pay equal
to twenty four (24) months’ Compensation. Such severance pay shall be
due and payable in full at the time of Employee’s receipt of final payment of
his regular compensation.
3. Continued Performance by
Employee. In consideration of the granting of the benefits to
him provided for by this Agreement, Employee agrees:
(a) That
he will continue to use his best efforts to perform his duties as assigned by
the Corporation; and
(b) That,
in the event a Change in Control is pending or threatened, he will not
voluntarily
terminate
his employment by the Corporation prior to an actual Change in Control, but will
continue to perform his duties in the same manner and with the same effort as he
had employed prior to the occurrence of such events.
4. Rights to Terminate
Employment. This Agreement is not an employment
agreement. Nothing contained herein shall be deemed to preclude the
present management of the Corporation or the Employee from terminating
Employee’s employment, with or without cause, at any time.
5. No Obligation to Maintain
Reserves. Nothing in this Agreement shall obligate the
Corporation to set aside or earmark any of its assets to fund the obligation
hereunder.
6. Binding
Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto, their heirs, executors, administrators, successors and
assigns.
7. Applicable
Law. This Agreement shall be interpreted under and governed by
the laws of the State of Pennsylvania without giving effect to its conflict
of law
provisions.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
|
MET-PRO
CORPORATION
|
|||
|
By:
|
|||
|
▇▇▇▇▇▇▇
▇. ▇▇ ▇▇▇▇, Employee
|
▇▇▇▇
▇. ▇▇▇▇▇▇, Senior Vice President –
Finance
|