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EXHIBIT 10-A
AMENDMENT TO
EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
AGREEMENT by and between AMERICAN PRECISION INDUSTRIES INC., a Delaware
corporation with its principal office at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇ (the "Company"), and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (the "Executive"), residing at ▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, dated as of February 19, 1999.
W I T N E S S E T H
WHEREAS, the Company and the Executive entered into an agreement
entitled the Executive Supplemental Retirement Plan (the "Plan") as of July 1,
1992, and entered into an agreement amending and restating the Plan as of July
1, 1996; and
WHEREAS, the Board of Directors of the Company has authorized the
following amendment to the Plan as so amended and restated, and the Executive
has agreed to the amendment,
NOW, THEREFORE, the Plan is amended as follows, effective February 19,
1999:
1. The first two lines of Schedule A to the Plan are amended to read as
follows:
SCHEDULE A
As Amended Effective as of February 19, 1999
2. Part I of Schedule A is deleted and the following paragraph is
substituted in its place:
I. NORMAL RETIREMENT BENEFIT. Effective February 19,
1999 the Normal Retirement Benefit is $3,000,000.
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3. The Schedule A appended to this Agreement, which has been restated
to include the amendments described above, shall be executed and attached to the
Plan in place of the Schedule A that was designated "Effective as of July 1,
1996."
IN WITNESS WHEREOF, the Executive has executed this Agreement,
and the Company, pursuant to the authorization of its Board of Directors, has
caused this Agreement to be executed, as of the day and year first above
written.
AMERICAN PRECISION INDUSTRIES INC.
By s/ ▇▇▇▇▇ McH. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ McH. ▇▇▇▇▇▇▇▇,
Vice President and Chief Financial Officer
s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Secretary
s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, individually
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EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
SCHEDULE A
As Amended Effective as of February 19, 1999
1. Normal Retirement Benefit
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Effective February 19, 1999, the Normal Retirement Benefit is
$3,000,000.
2. After-Tax Rate
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The After-Tax Rate is the percentage that is the remainder after the
subtraction from (i) 100 percent of (ii) the effective marginal tax
rate applicable to the Employee on the date as of which a calculation
is being made. The Company shall determine the effective marginal tax
rate applicable to the Employee as of the calculation date, taking into
account federal, state, and local income tax rates; the hospital
insurance tax rate under the Federal Insurance Contribution Act; the
deduction (for income tax purposes) for state and local income taxes;
and no income other than income attributable to the Company. An amount
shall be converted to an after-tax amount by multiplying it by the
After-Tax Rate in effect for the calculation date.
3. Applicable Annual Rate
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The Applicable Annual Rate is the annual rate of interest determined
for a given calendar year as follows: For each calendar year, the
Company shall obtain quotes from the Guardian Life Insurance Company
and two other A+ rated life insurance companies on the single premium
that would be required in January of that year to purchase an immediate
annuity policy paying a fixed monthly benefit for a term certain of 180
months. The premiums quoted shall be translated into discount rates.
The highest of the three discount rates shall be the Applicable Annual
Rate in effect for calculations made as of any date during the given
calendar year.
AMERICAN PRECISION INDUSTRIES INC.
by s/ ▇▇▇▇▇ McH. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ McH. ▇▇▇▇▇▇▇▇,
Vice President and Chief Financial Officer
s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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