VARLEN CORPORATION
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▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
April 8, 1999
Mr. ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇. 60045
Dear ▇▇▇:
Varlen Corporation (the "Company") recognizes and values your
contributions to its present success and your expected contributions to its
future success. As a result, the Company wishes to provide you with the
following benefits:
Subject to the effectuation of any amendments to the Company's
Supplemental Executive Retirement Plan (the "SERP") necessary to implement
this letter agreement, the Company will regard you as having 15 "years of
service" for purposes of the SERP, and except as provided below will
regard you as entitled to all benefits to which you would be entitled if
you were age 62 on the date of this letter, with the result that upon your
"Termination of Employment," as defined in the SERP, you will be entitled
to the benefits specified in Section 4.1 of the SERP.
For purposes of determining your Average Monthly Compensation as defined
in Article II of the SERP, the phrase "the 120 consecutive month period of
employment preceding the earlier of the date of the Participant's
obtaining age 62 " shall mean the 120 consecutive month period of
employment preceding the earlier of the date the Participant actually
obtains age 62, without regard to the preceding paragraph of this letter.
This letter and the SERP represent our agreement and supersede any
prior discussions or agreement on this subject.
Very truly yours,
VARLEN CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Agreed to:
/s/ ▇. ▇. ▇▇▇▇ April 27, 1999
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