Exhibit 10(g)
KEY EMPLOYEE SEVERANCE PAY AGREEMENT
This Agreement is made effective as of April 4, 2001, between MET-PRO
CORPORATION, a Delaware corporation with principal offices 000 Xxxxxxx Xxxx,
Xxxxxxxxxxxx, Xxxxxxxxxxxx (hereinafter referred to as the "Corporation"), and
XXXXXXX X. XX XXXX, of 000 Xxx Xxxx, Xxxxxxxxxxxxx, XX 00000 (hereinafter
referred to as the "Employee").
RECITALS
A. Employee has been employed by the Corporation since June 5, 1995. On
June 18, 2000, Employee was appointed to the position of Chief
Operating Officer of the Corporation. 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 is willing to
enter into this Agreement.
C. The Employee and the Corporation believe that the benefits conferred
by this Agreement will encourage the Employee to continue his high
level of performance of his duties during the period of instability
which could result if hostile attempts to take control of the
Corporation should occur.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Definitions.
(a) Change in Control. A "Change in Control" shall be deemed to have
occurred as of the date on which either of the following events occur:
(i) If any "person" or "group of persons", which person or group
of persons are not part of present Management and are acting in
concert (as the term "person" is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended (the "Act")) becomes
the "beneficial owner" (as defined in Rule 13d-3 promulgated under the
Act) 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 at any time there shall be a change in the composition of
the Corporation's Board of Directors resulting in a majority of such
Directors as of the date hereof no longer constituting such a
majority;
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provided, however, that in making any such determination as to change
in composition, there shall be excluded any change where the new
Director was elected by or upon the recommendation of such present
majority; or
(iii) If the approval by the stockholders of the Corporation of a
reorganization, merger or consolidation, in each case, with respect to
which persons who were stockholders of the Corporation immediately
prior to such reorganization, merger or consolidation do not,
immediately thereafter, own more than fifty (50%) percent 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 with respect to a liquidation or
dissolution of the Corporation or the sale of all or substantially all
of the Corporation's assets; or
(iv) 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" shall be as defined in the Securities Exchange
Act of 1934, as amended.
(c) Beneficial Owner of Securities. A "Beneficial Owner of Securities"
shall be as defined in Rule 13d-3 promulgated under the Securities Exchange
Act of 1934, as amended.
(d) 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 present Directors.
(e) Compensation. "Compensation" shall mean the annual 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.
(f) 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.
(g) Cause. "Cause" for the purposes of Section 1 (f)(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.
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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 eighteen (18) months' Compensation, as
defined herein. 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 Delaware.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
MET-PRO CORPORATION
/s/ Xxxxxxx X. Xx Xxxx By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xx Xxxx, Employee Xxxxxxx X. Xxxxx, President
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