EXHIBIT 40
AMENDMENT TO
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CHANGE IN CONTROL AGREEMENT
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AGREEMENT by and between American Precision Industries Inc., a
Delaware corporation (the "Company"), with offices at 0000 Xxxxxx Xxxxxx,
Xxxxxxx, Xxx Xxxx 00000 and Xxxxx McH. Xxxxxxxx (the "Executive"), an individual
residing at 000 Xxxxxxxxxxxx Xxxx, Xxxxxxxxxxxxx, Xxx Xxxx 00000, dated as of
the 15/th/ day of October 1999.
WITNESSETH
WHEREAS, the Company and the Executive entered into an agreement
entitled Change in Control Agreement, dated as of the 25th day of February 1997,
and
WHEREAS, the Board of Directors of the Company has authorized the
following amendment to the Change in Control Agreement, and the Executive has
agreed to this amendment,
NOW, THEREFORE, the Company and the Executive agree as follows:
1. The first sentence of Section 3(c) of the Change in Control
Agreement is hereby amended to increase the lump sum severance payment
percentage from 100% to 120%, so that the sentence shall now read as follows:
A lump sum severance payment in an amount equal to 120% of the
Executive's "Annual Compensation."
2. The Change in Control Agreement shall in all other respects
remain in effect.
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 written above.
AMERICAN PRECISION INDUSTRIES INC.
By /s/ Xxxx Xxxxxxxxxxx
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Xxxx Xxxxxxxxxxx,
President and Chief Executive Officer
EXECUTIVE
/s/ Xxxxx McH. Xxxxxxxx
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Xxxxx McH. Xxxxxxxx
