AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 25, 2008 (the “Effective Date”), is entered into by and among Altra Holdings, Inc., a Delaware corporation (“Holdings”), Altra Industrial Motion, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings (“Altra,” and together with Holdings, the “Companies”), and Xxxxxxx X. Xxxx (“Executive”). This Agreement amends and restates in its entirety that certain Employment Agreement, dated as of January 6, 2005, as amended, among Holdings, Altra and the Executive. Certain capitalized terms used in this Agreement are defined in Section 3.7 hereof.

Holdings, Altra and Executive desire to enter into this Agreement relating to Executive’s continued employment by the Companies.

The parties hereto agree as follows:

ARTICLE I
CHIEF EXECUTIVE OFFICER PERIOD

1.1 Employment. The Companies shall continue to employ Executive, and Executive hereby agrees to continue to be employed by the Companies, upon the terms and conditions set forth in this Article I for the period beginning on the Effective Date and ending as provided in Section 1.3 hereof (the “CEO Employment Period”).

1.2 Position and Duties.

(a) Position. During the CEO Employment Period, Executive shall serve as the Chief Executive Officer of the Companies and in such capacity shall have the duties, responsibilities and authority that are normally associated with such office, subject to the direction and supervision of the Board.

(b) Duties. During the CEO Employment Period, Executive shall report to the Board and shall devote substantially all of his business time and attention (except for permitted vacation periods and periods of illness or incapacity and other activities approved by the Board from time to time) to the business and affairs of the Companies and their Subsidiaries.

1.3 Term; Termination. The CEO Employment Period shall terminate at midnight on December 31, 2008 (the “Transition Time”). Notwithstanding the foregoing, the Companies and Executive agree that Executive is an “at-will” employee, subject only to the contractual rights upon termination set forth herein, and that the CEO Employment Period (a) shall terminate automatically at any time upon Executive’s death, (b) shall terminate automatically at any time upon the Board’s determination of Executive’s Disability, (c) may be terminated by the Companies at any time for any reason or no reason (whether for Cause or without Cause) by giving Executive written notice of the termination, and (d) may be terminated by Executive for any reason or no reason (including for Good Reason) by giving the Companies written notice at least sixty (60) days in advance of his termination date. The date that the CEO Employment Period is terminated for any reason is referred to herein as the “CEO Termination Date.”

1.4 Base Salary and Benefits.

(a) Base Salary. During the CEO Employment Period, Executive’s annualized base salary shall be $580,000 (the “CEO Base Salary”). The CEO Base Salary shall not be reduced prior to the Transition Time, and after any increase of such CEO Base Salary approved by the Holdings Board, the term “CEO Base Salary” in this Agreement shall refer to the CEO Base Salary as so increased. The CEO Base Salary shall be payable in regular installments in accordance with the Companies’ general payroll practices.

(b) Performance Bonus. In addition to the CEO Base Salary, during the CEO Employment Period Executive shall be eligible for an annual incentive bonus payment (a “Performance Bonus”), in accordance with the Companies’ 2008 Management Incentive Compensation Plan as previously approved by the Holdings Board. Executive shall only be eligible to receive a Performance Bonus at the end of such fiscal year if Executive remains employed by the Companies through the last day of such fiscal year.

(c) Expenses. The Companies shall reimburse Executive for all reasonable travel and other business expenses incurred by Executive during the CEO Employment Period in connection with the performance of his duties and obligations under this Article I, subject to Executive’s compliance with such limitations and reporting requirements with respect to expenses as may be established by the Companies from time to time.

(d) Other Benefits. During the CEO Employment Period, Executive shall be entitled to participate in all compensation or employee benefit plans or programs and receive all benefits and perquisites for which salaried employees of the Companies generally are eligible under any plan or program existing now or established later by the Companies on the same basis as other senior executives of the Companies. Nothing in this Agreement shall preclude the Companies from amending or terminating any of the plans or programs applicable to salaried employees or senior executives as long as such amendment or termination is applicable to all salaried employees or all senior executives, as the case may be. During the CEO Employment Period, Executive shall be entitled to six weeks of paid vacation each year, which may be taken in accordance with the Companies’ vacation policy.

(e) Indemnification. To the fullest extent permitted by law and the certificates of incorporation of the Companies, the Executive (and his heirs, executors and administrators), in connection with his service as a director, officer or employee of the Companies, shall be indemnified by the Companies and their successors and assigns. The obligations of the Companies pursuant to this Section 1.4(e) shall survive the termination of the CEO Employment Period.

1.5 Severance.

(a) Termination without Cause or for Good Reason. If the Executive’s employment is terminated during the CEO Employment Period by the Companies without Cause or by the Executive for Good Reason, (i) Executive shall be entitled to receive for the CEO Severance Period (A) his annual CEO Base Salary as in effect immediately prior to the CEO Termination Date paid in the same manner and in the same installments as previously paid and

(B) to the extent permitted by such plans as in effect on the CEO Termination Date, at the Companies’ expense the continuation of medical and dental benefits through the CEO Severance Period, (ii) Executive (or his estate) shall be entitled to receive (A) all earned or accrued but unpaid CEO Base Salary, reimbursement of expenses and any other benefits to which Executive is entitled through the CEO Termination Date, (B) any Performance Bonus that was earned, but not paid, as of the CEO Termination Date, and (C) all amounts or benefits to which Executive is entitled under any applicable employee-benefit plan or arrangement of the Companies in which Executive was a participant during his employment with the Companies, in accordance with the terms of such plan or arrangement and (iii) notwithstanding any provision to the contrary in the Equity Incentive Plan or Executive’s award agreements related thereto, all of Executive’s outstanding equity awards under the Equity Incentive Plan shall immediately vest and be released from all forfeiture restrictions thereon. In the event that the Companies’ medical and dental plans do not permit the continued participation of the Executive following the CEO Termination Date, the Companies shall reimburse the Executive for the amount of the COBRA premiums for the same level of coverage under the plans in effect immediately prior to the CEO Termination Date. When used herein, the “CEO Severance Period” means the 12-month period from and after the CEO Termination Date. The Companies’ obligations under this Section 1.5(a) shall be subject to the condition that Executive deliver a complete release in favor of the Companies and any respective Subsidiaries, affiliates, officers, directors, employees, principals and attorneys, in form and substance satisfactory to the Companies.

(b) Death or Disability. In the event of the death or Disability of Executive during the CEO Employment Period, the Companies’ obligation to make payments or provide any other benefits under this Article I shall cease as of the date of death or Disability of Executive; provided that Executive (or his estate) shall be entitled to receive (i) all earned or accrued but unpaid CEO Base Salary, reimbursement of expenses and any other benefits to which Executive is entitled through the CEO Termination Date, (ii) any Performance Bonus that was earned, but not paid, as of the CEO Termination Date, and (iii) all amounts or benefits to which Executive is entitled under any applicable employee-benefit plan or arrangement of the Companies in which Executive was a participant during his employment with the Companies, in accordance with the terms of such plan or arrangement.

(c) Other Termination. If the Executive’s employment is terminated during the CEO Employment Period by the Companies for Cause or by Executive for any reason other than Good Reason, Executive shall not be entitled to any severance payments and all of Executive’s benefits shall cease to be effective immediately as of the CEO Termination Date (except as required by law). All of Executive’s rights to salary, fringe benefits and bonuses hereunder (if any) which accrue or become payable after the termination of the CEO Employment Period shall cease upon such termination; provided that Executive (or his estate) shall be entitled to receive (i) all earned or accrued but unpaid CEO Base Salary, reimbursement of expenses and any other benefits to which Executive is entitled through the CEO Termination Date, (ii) any Performance Bonus that was earned, but not paid, as of the CEO Termination Date, and (iii) all amounts or benefits to which Executive is entitled under any applicable employee-benefit plan or arrangement of the Companies in which Executive was a participant during his employment with the Companies, in accordance with the terms of such plan or arrangement.

(d) Other Benefits. Except as required by law or as specifically provided in this Section 1.5, the Companies’ obligation to make any payments or provide any other benefits under this Article I shall terminate automatically as of the CEO Termination Date.

(e) Termination of Severance. If Executive breaches any of the provisions of Sections 3.1 through 3.4 hereof, the Companies shall no longer be obligated to make any additional payments or provide any other benefits pursuant to this Section 1.5.

ARTICLE II
POST-CEO PERIOD

2.1 Employment. The Companies shall employ Executive, and Executive hereby agrees to be employed by the Companies, upon the terms and conditions set forth in this Article II for the period beginning at the Transition Time and ending as provided in Section 2.3 hereof (the "Post-CEO Employment Period”); provided, however, that if Executive’s employment with the Companies shall have been terminated for any reason at any time prior to the Transition Time, the Companies shall have no obligation under this Article II.

2.2 Positions and Duties.

(a) Positions. During the first year of the Post-CEO Employment Period (the “Initial Period”), Executive shall serve as the Executive Chairman of the Companies and in such capacity and having such duties, responsibilities and authority that are normally associated with such office, subject to the direction and supervision of the Board. During the four (4) year period following the Initial Period (the “Extended Period”), Executive shall serve in such employment position as shall be determined by the Board from time to time (which could, at the discretion of the Board, continue to include serving as Executive Chairman).

(b) Duties. During the Initial Period, the Executive shall report to the Board, and Executive shall devote a minimum of one (1) week per month (except for periods of illness or incapacity and other activities approved by the Board from time to time) to the business and affairs of the Companies and their Subsidiaries. During the Extended Period, the Executive shall report to the Board, and Executive shall devote such amount of time (except for periods of illness or incapacity and other activities approved by the Board from time to time) to the business and affairs of the Companies and their Subsidiaries as shall be mutually determined by the Executive and the Board from time to time; provided however, that Executive shall devote a minimum of one (1) week per month (except for periods of illness or incapacity and other activities approved by the Board from time to time) and that any amounts of time in excess of one (1) week per month shall require the consent of the Executive.

2.3 Term; Termination. The Post-CEO Employment Period shall terminate on December 31, 2013 (the “Expiration Date”). Notwithstanding the foregoing, the Companies and Executive agree that Executive is an “at-will” employee, subject only to the contractual rights upon termination set forth herein, and that the Post-CEO Employment Period (a) shall terminate automatically at any time upon Executive’s death, (b) shall terminate automatically at any time upon the Board’s determination of Executive’s Disability, (c) may be terminated by the Companies at any time for any reason or no reason (whether for Cause or without Cause) by

giving Executive written notice of the termination, and (d) may be terminated by Executive for any reason or no reason (including for Good Reason) by giving the Companies written notice at least sixty (60) days in advance of his termination date. The date that the Post-CEO Employment Period is terminated for any reason is referred to herein as the “Post-CEO Termination Date.”

2.4 Base Salary and Benefits.

(a) Base Salary. During the Post-CEO Employment Period, Executive’s annualized base salary shall be $250,000 (the “Post-CEO Base Salary”). The Post-CEO Base Salary shall be reviewed annually. The Post-CEO Base Salary shall not be reduced prior to the Expiration Date, and after any increase of such Post-CEO Base Salary approved by the Board, the term “Post-CEO Base Salary” in this Agreement shall refer to the Post-CEO Base Salary as so increased. The Post-CEO Base Salary shall be payable in regular installments in accordance with the Companies’ general payroll practices.

(b) Performance Bonus. During the Post-CEO Employment Period, Executive shall not be entitled to receive an annual incentive bonus payment and shall not be eligible to participate in the Companies’ bonus performance plan. Notwithstanding the foregoing, (i) Executive shall continue to be entitled to payment of any performance bonus earned during the CEO Employment Period but not paid prior to the Transition Time and (ii) the Board may award, but is not obligated to award, Executive special bonuses from time to time during the Post-CEO Employment Period in connection with any special services or contributions provided to the Companies or their Subsidiaries by Executive during the Post-CEO Employment Period.

(c) Expenses. The Companies shall reimburse Executive for all reasonable travel and other business expenses incurred by Executive during the Post-CEO Employment Period in connection with the performance of his duties and obligations under this Article II, subject to Executive’s compliance with such limitations and reporting requirements with respect to expenses as may be established by the Companies from time to time.

(d) Office; Executive Assistant. During the Post-CEO Employment Period, Executive shall be provided with the use of an office and a full-time administrative assistant, which shall be located in the Companies’ Chambersburg facility as long as the Companies continue to operate such facility.

(e) Other Benefits. During the Post-CEO Employment Period, Executive shall be entitled to continue to participate in the Companies’ 401(k) plan. Executive shall not be eligible to participate in the employee health and welfare benefits or other fringe benefits of the Companies. It is not currently anticipated that the Executive will receive grants under the Companies’ equity incentive plans during the Post-CEO Employment Period.

(f) Indemnification. To the fullest extent permitted by law and the certificates of incorporation of the Companies, the Executive (and his heirs, executors and administrators), in connection with his service as a director, officer or employee of the Companies, shall be indemnified by the Companies and their successors and assigns. The obligations of the

Companies pursuant to this Section 2.4(f) shall survive the termination of the Post-CEO Employment Period.

2.5 Severance.

(a) Termination without Cause or for Good Reason. If the Executive’s employment is terminated during the Post-CEO Employment Period by the Companies without Cause or by the Executive for Good Reason, (i) Executive (or his estate) shall be entitled to receive (A) all earned or accrued but unpaid Post-CEO Base Salary, reimbursement of expenses and any other benefits to which Executive is entitled through the Post-CEO Termination Date, (B) up to and including the Expiration Date, continued payment of his annual Post-CEO Base Salary as in effect immediately prior to the Post-CEO Termination Date paid in the same manner and in the same installments as previously paid and (C) all amounts or benefits to which Executive is entitled under any applicable employee-benefit plan or arrangement of the Companies in which Executive was a participant during his employment with the Companies, in accordance with the terms of such plan or arrangement and (ii) notwithstanding any provision to the contrary in the Equity Incentive Plan or Executive’s award agreements related thereto, all of Executive’s outstanding equity awards under the Equity Incentive Plan shall immediately vest and be released from all forfeiture restrictions thereon. The Companies’ obligations under this Section 2.5(a) shall be subject to the condition that Executive deliver a complete release in favor of the Companies and any respective Subsidiaries, affiliates, officers, directors, employees, principals and attorneys, in form and substance satisfactory to the Companies.

(b) Death or Disability. In the event of the death or Disability of Executive during the Post-CEO Employment Period, the Companies’ obligation to make payments or provide any other benefits under this Article II shall cease as of the date of death or Disability of Executive; provided that Executive (or his estate) shall be entitled to receive (i) all earned or accrued but unpaid Post-CEO Base Salary, reimbursement of expenses and any other benefits to which Executive is entitled through the Post-CEO Termination Date, and (ii) all amounts or benefits to which Executive is entitled under any applicable employee-benefit plan or arrangement of the Companies in which Executive was a participant during his employment with the Companies, in accordance with the terms of such plan or arrangement.

(c) Other Termination. If the Executive’s employment is terminated during the Post-CEO Employment Period by the Companies for Cause or by Executive for any reason other than Good Reason, Executive shall not be entitled to any severance payments and all of Executive’s benefits shall cease to be effective immediately as of the Post-CEO Termination Date (except as required by law). All of Executive’s rights to salary, fringe benefits and bonuses hereunder (if any) which accrue or become payable after the termination of the Post-CEO Employment Period shall cease upon such termination; provided that Executive (or his estate) shall be entitled to receive (i) all earned or accrued but unpaid Post-CEO Base Salary, reimbursement of expenses and any other benefits to which Executive is entitled through the Post-CEO Termination Date, and (ii) all amounts or benefits to which Executive is entitled under any applicable employee-benefit plan or arrangement of the Companies in which Executive was a participant during his employment with the Companies, in accordance with the terms of such plan or arrangement.

(d) Other Benefits. Except as required by law or as specifically provided in this Section 2.5, the Companies’ obligation to make any payments or provide any other benefits under this Article II shall terminate automatically as of the Post-CEO Termination Date.

ARTICLE III
ADDITIONAL TERMS

3.1 Confidential Information. Executive acknowledges that the information, observations and data (including without limitation trade secrets, know-how, research plans, business, accounting, distribution and sales methods and systems, sales and profit figures and margins and other technical or business information, business, marketing and sales plans and strategies, cost and pricing structures, and information concerning acquisition opportunities and targets nationwide in or reasonably related to any business or industry in which the Companies or any respective Subsidiaries is engaged) disclosed or otherwise revealed to him, or discovered or otherwise obtained by him or of which he becomes aware, directly or indirectly, while employed by the Companies or their Subsidiaries (including, in each case, those obtained prior to the date of this Agreement) concerning the business or affairs of the Companies or any of their respective Subsidiaries (collectively, “Confidential Information”) are the property of the Companies or their respective Subsidiaries, as the case may be, and agrees that the Companies have a protectable interest in such Confidential Information. Therefore, Executive agrees that he shall not (during his employment with the Companies or at any time thereafter) disclose to any unauthorized person or use for his own purposes any Confidential Information without the prior written consent of the Board, unless and to the extent that the aforementioned matters: (a) become or are generally known to and available for use by the public other than as a result of Executive’s acts or omissions or (b) are required to be disclosed by judicial process or law (provided that Executive shall give prompt advance written notice of such requirement to the Companies to enable the Companies to seek an appropriate protective order or confidential treatment). Executive shall deliver to the Companies at the termination of the CEO Employment Period or Post-CEO Employment Period, as applicable, or at any other time the Companies may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) which constitute Confidential Information or Work Product (as defined below) which he may then possess or have under his control.

3.2 Work Product. Executive hereby assigns to the Companies all right, title and interest in and to all inventions, developments, methods, process, designs, analyses, reports and all similar or related information (in each case whether or not patentable), all copyrightable works, all trade secrets, confidential information and know-how, and all other intellectual property rights that both (a) are conceived, reduced to practice, developed or made by Executive while employed by the Companies and their Subsidiaries and (b) either (i) relate to the Companies’ or any of their Subsidiaries’ actual or anticipated business, research and development or existing or future products or services, or (ii) are conceived, reduced to practice, developed or made using any of equipment, supplies, facilities, assets or resources of the Companies or any of their Subsidiaries (including but not limited to, any intellectual property rights) (“Work

Product”). Executive shall promptly disclose such Work Product to the Board and perform all actions reasonably requested by the Board (whether during or after the CEO Employment Period or Post-CEO Employment Period) to establish and confirm the Companies’ ownership of the Work Product (including, without limitation, executing and delivering assignments, consents, powers of attorney, applications and other instruments).

3.3 Noncompetition. In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Companies and their Subsidiaries he has become and shall become familiar with the Companies’ trade secrets and with other Confidential Information concerning the Companies and their Subsidiaries and that his services have been and shall be of special, unique and extraordinary value to the Companies and their Subsidiaries. Therefore, Executive agrees that, during the period of Executive’s employment with the Companies and for 12 months thereafter (the “Noncompete Period”), he shall not, without prior written approval by the Board, directly or indirectly (whether for compensation or otherwise) own or hold any interest in, manage, operate, control, consult with, render services for, or in any manner participate in any business which competes with the businesses of the Companies or its Subsidiaries conducted or proposed to be conducted during the CEO Employment Period or Post-CEO Employment Period (collectively, the “Business”), either as a general or limited partner, proprietor, common or preferred shareholder, officer, director, agent, employee, consultant, trustee, affiliate or otherwise. Executive acknowledges that the Companies’ and their Subsidiaries’ businesses are planned to be conducted nationally and internationally and agrees that the provisions in this Section 3.3 shall operate in the market areas of the United States and outside the United States in which the Companies conduct or plan to conduct business on and prior to the CEO Termination Date or Post-CEO Termination Date, as applicable. Nothing in this Section 3.3 shall prohibit Executive from being a passive owner of not more than 2% of the outstanding securities of any publicly traded company engaged in the Business, so long as Executive has no active participation in the business of such company.

3.4 Non-Solicitation. During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Companies or any Subsidiary to leave the employ of the Companies or such Subsidiary, or in any way interfere with the relationship between the Companies or any Subsidiary and any employee thereof, (ii) solicit to hire any person who was an employee of the Companies or any Subsidiary at any time during the 12 months preceding the termination of the CEO Employment Period or Post-CEO Employment Period, as applicable, or (iii) induce or attempt to induce any customer, developer, client, member, supplier, licensee, licensor, franchisee or other business relation of the Companies or any Subsidiary to cease doing business with the Companies or such Subsidiary, or in any way interfere with the relationship between any such customer, developer, client, member, supplier, licensee, licensor, franchisee or business relation and the Companies or any Subsidiary (including, without limitation, making any negative statements or communications about the Companies or their Subsidiaries).

3.5 Enforcement. If, at the time of enforcement of any of Sections 3.1 through 3.4, a court of competent jurisdiction shall hold that the period, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or area reasonable under such circumstances shall be substituted for the stated

period, scope or area and that the court shall be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by applicable law. The parties hereto acknowledge and agree that Executive’s services are unique and he has access to Confidential Information and Work Product, that the provisions of Sections 3.1 through 3.4 are necessary, reasonable and appropriate for the protection of the legitimate business interests of the Companies and their respective Subsidiaries, that irreparable injury will result to the Companies and their respective Subsidiaries if Executive breaches any of the provisions of Sections 3.1 through 3.4 and that money damages would not be an adequate remedy for any breach by Executive of this Agreement and that the Companies will not have any adequate remedy at law for any such breach. Therefore, in the event of a breach or threatened breach of this Agreement, the Companies or any of their successors or assigns, in addition to other rights and remedies existing in their favor, shall be entitled to specific performance and/or immediate injunctive or other equitable relief from any court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without the necessity of showing actual money damages, or posting a bond or other security). Nothing contained herein shall be construed as prohibiting the Companies or any of their successors or assigns from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages.

3.6 Executive’s Representations and Acknowledgements. Executive hereby represents and warrants to the Companies that (i) the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound, (ii) Executive is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other Person, (iii) Executive shall not use any confidential information or trade secrets of any third party in connection with the performance of his duties hereunder, and (iv) this Agreement constitutes the valid and binding obligation of Executive, enforceable against Executive in accordance with its terms. Executive hereby acknowledges and represents that he has been given the opportunity to consult with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein and intends for such terms and conditions to be binding on and enforceable against Executive. Executive acknowledges and agrees that the provisions of Sections 3.1 through 3.4 are in consideration of: (i) Executive’s employment by the Companies; and (ii) additional good and valuable consideration as set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged. Executive expressly agrees and acknowledges that the restrictions contained in Sections 3.1 through 3.4 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive agrees and acknowledges that the potential harm to the Companies of its non-enforcement outweighs any harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of the Confidential Information. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

3.7 Definitions.

“Affiliate” means, with respect to any Person, any Person controlling, controlled by or under common control with such Person.

“Board” means, the Board of Directors of each of the Companies, respectively.

“Cause” means (i) Executive’s material breach of the terms of any agreement between Executive and the Companies; (ii) Executive’s willful failure or refusal to perform material duties as Chief Executive Officer or Executive Chairman (or other mutually agreed role), as applicable; (iii) Executive’s willful insubordination or disregard of the legal directives of the Board which are not inconsistent with the scope, ethics and nature of Executive’s duties and responsibilities; (iv) Executive’s engaging in misconduct which has a material adverse impact on the reputation, business, business relationships or financial condition of the Companies; (v) Executive’s commission of an act of fraud or embezzlement against the Companies or any of their Subsidiaries; or (vi) any conviction of, or plea of guilty or nolo contendere by, Executive with respect to a felony (other than a traffic violation), a crime involving moral turpitude, fraud or misrepresentation; provided, however, that Cause shall not be deemed to exist under any of clauses (i), (ii) or (iii) unless Executive has been given reasonably detailed written notice of the grounds for such Cause and Executive has not effected a cure within twenty (20) days of the date of receipt of such notice.

“Disability” means a determination by independent competent medical authority (selected by the Board) that Executive is unable to perform his duties under this Agreement and in all reasonable medical likelihood such inability will continue for a period in excess of 120 days (whether or not consecutive) in any 365 day period.

“Equity Incentive Plan” means Holdings’ 2004 Equity Incentive Plan as amended.

“Good Reason” means any of the following: (i) without Executive’s express written consent and except as set forth in this Agreement, any change in Executives job title, any change in Executive’s reporting relationships or a significant reduction of Executive’s duties, position or responsibilities relative to Executive’s duties, position or responsibilities in effect immediately prior to such reduction, or Executive’s removal from such position, duties and responsibilities, unless he is provided with comparable duties, position and responsibilities; (ii) except as set forth in this Agreement, a material reduction by the Companies in the kind or level of employee benefits to which he is entitled immediately prior to such reduction with the result that Executive’s overall benefits package is significantly reduced; or (iii) the Companies’ failure to cause Executive’s employment agreement and its obligations thereunder to be expressly assumed by the Companies’ successor.

“Person” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or business entity of which (i) if a corporation, a majority of

the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof or (ii) if a limited liability company, partnership, association or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association or other business entity. For purposes hereof, references to a “Subsidiary” of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of either of the Companies.

3.8 Notices. Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by first class mail (postage prepaid and return receipt requested), sent by reputable overnight courier service (charges prepaid), or faxed to the recipient at the address below indicated:

To the Companies:

Altra Holdings, Inc.
Altra Industrial Motion, Inc.
00 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Corporate Secretary
Telecopy No.: (000) 000-0000

With a copy to:

Weil, Gotshal & Xxxxxx LLP
000 Xxxxxxx Xxxxxx Xxxxxxx
Xxxxxxx Xxxxxx, XX 00000
Attention: Xxxxx X. Xxxx
Telecopy No.: (000) 000-0000

To Executive:

Xxxxxxx X. Xxxx
00 Xxxxxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement shall be deemed to have been given when personally delivered, one business day after sent by reputable

overnight courier service, five days after deposit in the U.S. mail (or when actually received, if earlier), or at such time as it is transmitted via facsimile, with receipt confirmed.

3.9 General Provisions.

(a) Expenses. The Companies and Executive shall each pay their own costs and expenses incurred in connection with the negotiation and execution of this Agreement and the agreements contemplated hereby.

(b) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

(c) Complete Agreement. This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

(d) Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

(e) Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by Executive, the Companies and their respective successors and assigns, including any entity with which the Companies may merge or consolidate or to which all or substantially all of its assets may be transferred; provided that the rights and obligations of Executive under this Agreement shall not be assignable.

(f) Governing Law. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without giving effect to any choice of law or conflict of law rules or provisions (whether of the Commonwealth of Massachusetts or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Massachusetts.

(g) Remedies. Each of the parties to this Agreement shall be entitled to enforce his or its rights under this Agreement specifically, to recover damages and costs (including reasonable attorney’s fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or

other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

(h) Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of the Companies and Executive.

(i) Business Days. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or legal holiday in the state in which the Companies’ chief executive office is located, the time period shall be automatically extended to the business day immediately following such Saturday, Sunday or holiday.

(j) No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

* * * *

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.


ALTRA INDUSTRIAL MOTION, INC.
By:	/s/ Xxxxxxxxx Xxxxxx
Name:		Xxxxxxxxx Xxxxxx
Title:		Vice President and Chief Financial Officer


ALTRA HOLDINGS, INC.
By:	/s/ Xxxxxxxxx Xxxxxx
Name:		Xxxxxxxxx Xxxxxx
Title:		Vice President and Chief Financial Officer


	EXECUTIVE

	/s/ Xxxxxxx X. Xxxx
	Xxxxxxx X. Xxxx

[X. Xxxx Amended and Restated Employment Agreement]

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

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