FIFTH AMENDMENT TO THE MET-PRO CORPORATION SALARIED PENSION PLAN
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Exhibit
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FIFTH
AMENDMENT TO THE
MET-PRO
CORPORATION SALARIED PENSION PLAN
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This
Fifth Amendment to the Met-Pro Corporation Salaried Pension Plan
(the
“Plan”) is made by Met-Pro Corporation (the “Company”).
WITNESSETH
WHEREAS,
the Company adopted the Met-Pro Corporation Salaried Pension Plan
and
attendant Trust Agreement (the “Plan”) effective September 1, 1968 as
amended and restated effective September 1, 2000;
WHEREAS,
pursuant to the terms of the Plan, the Company may amend the Plan
at any
time; and
WHEREAS,
the Company wishes to amend the Plan to freeze benefit accruals
effective
as of December 31, 2006 (the “Freeze Date”).
NOW,
THEREFORE, BE IT RESOLVED,
that all participant benefit accruals under the Plan are hereby
frozen
effective as of the Freeze Date;
RESOLVED,
FURTHER, that
all benefit accruals will cease under the Plan as of the Freeze
Date;
RESOLVED,
FURTHER,
that no further service credit shall be granted under the Plan
for any
purpose except that service will continue to be counted for purposes
of
vesting of benefits that have accrued as of the Freeze Date and
for
determining eligibility for early retirement as to benefits accrued
as of
the Freeze Date, and no future compensation shall be taken into
account
for purposes of calculating a participant’s accrued benefit;
RESOLVED,
FURTHER,
that on and after the Freeze Date, the determination of the amount
of a
participant’s accrued benefit shall be based on the provisions of the Plan
in effect as of the Freeze Date, but calculated as if the participant
had
terminated employment as of the Freeze Date;
RESOLVED,
FURTHER,
that the Plan is hereby amended as appropriate to reflect the foregoing
resolutions by adding a new Article XIX to the end of the Plan
as
follows:
ARTICLE
XIX
FREEZING
OF PLAN
19.1
The
Plan has been frozen as of December 31, 2006 (the “Freeze Date”). There
shall be no future benefit accruals on and after the Freeze Date.
A
Participant’s Credited Service, Compensation, and Average Monthly Earnings
shall be determined as of the Freeze Date. A Participant’s accrued benefit
shall based on the provisions of the Plan in effect on the Freeze
Date,
but calculated as if the Participant had terminated employment
as of the
Freeze Date.
19.2
Notwithstanding
the above, Years of Service shall continue to be counted under
the Plan on
and after the Freeze Date solely for purposes of vesting in a benefit
accrued as of the Freeze Date and for determining eligibility for
early
retirement as to benefits accrued as of the Freeze Date, but not
for any
other purpose under the Plan.
19.3
All
benefits, rights and features shall be preserved as required under
Code
Section 411(d)(6) and regulations issued
thereunder.
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RESOLVED,
FURTHER,
that the Company is authorized and directed to make any amendments
to the
Plan as may be required by the Internal Revenue Service or otherwise
to
maintain its tax-qualified status, the signature of an officer of
the
Company appearing on any such amendment being conclusive evidence
of the
approval thereof by the Board of Directors; and
RESOLVED,
FURTHER,
that all previous actions taken by the proper officers or employees
and
counsel of the Company to implement the foregoing are hereby ratified
and
confirmed as if such action were approved at a duly convened meeting
of
the Directors.
IN
ALL OTHER RESPECTS,
this Plan is continued in full force and effect. In order to maintain
the
terms of the Plan in a single document, this Amendment may be incorporated
into the most recent restatement of the Plan.
IN
WITNESS WHEREOF,
the Company has caused this Fifth Amendment to be executed by its
duly
authorized officer this 18th day of October,
2006.
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ATTEST:
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Met-Pro
Corporation
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By
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/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ |
By
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇ | |||
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Title:
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Vice
President-Finance
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Title: |
President
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