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Exhibit 10.9
SECOND 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 for Plan Years beginning on and
after November 1, 1994, Section 3.06(B) of the Trust Agreement is amended to
provide as follows:
(B) Employment Requirement. A Participant for a particular
Plan Year shall share in the allocation of Employer contributions and
Participant forfeitures, if any, for that Plan Year only if he is actively
employed by the Employer as an Employee (other than an Excluded Employee) on the
last day of such Plan Year or his employment terminates during such Plan Year as
a result of his death, or his Disability, or after he has attained age 55 with
10 or more years of Continuous Service.
* * *
IN WITNESS WHEREOF, the Company has executed this Second
Amendment this 9th day of May, 1996.
ARGO-TECH CORPORATION
By /s/ Xxxx X. Xxxx
--------------------------------
Title: Vice President
And /s/ Xxxxxxx X. St. Clair
--------------------------------
Title: Vice President