Exhibit (10.aa)
AMENDMENT NO. 1 made effective the 24th day of February, 2003 (this "Amendment")
to PENSION RESTORATION AND SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN TRUST
AGREEMENT made the 11th day of February, 2000, by and between Met-Pro
Corporation, a Delaware corporation (the "Company"), and Mellon Bank, N.A.
("Trustee").
WITNESSETH:
WHEREAS, the Company and Trustee are party to an agreement entitled "Pension
Restoration and Supplemental Executive Retirement Plan Trust Agreement" (the
"SERP Trust Agreement") made the 11th day of February, 2000 that established a
Trust (as defined therein) with respect to the Company's Pension Restoration
Plan and Supplemental Executive Retirement Plan (collectively the "Plans" and
each a "Plan").
WHEREAS, the Company and Trustee reserved the power to amend the SERP Trust
Agreement by written instrument under Section 13(a) of the SERP Trust Agreement.
WHEREAS, the Company and Trustee now desires to amend the SERP Trust Agreement
to the extent and upon the terms set forth in this Amendment.
NOW, THEREFORE, the parties hereto do hereby agree as follows:
1. All terms used but not defined in this Amendment shall have such meaning
as is ascribed to them in the SERP Trust Agreement.
2. Section 1(b) of the SERP Trust Agreement is hereby restated as follows:
"(b) Immediately prior to a Change of Control (as defined in Section 14
of the Trust Agreement), the Company shall contribute to the Trust
that amount necessary to fully fund all benefits under the Plan and
the Trustee shall, immediately upon receipt of such contribution,
pay each Plan participant or beneficiary thereof the benefits to
which Plan participants or their beneficiaries are entitled
pursuant to the terms of the Plan as of the date on which the
Change of Control occurred."
3. Section 13(a) of the Trust Agreement is hereby restated as follows:
"(a) This Trust Agreement may be amended only by a written instrument
executed by the Trustee and the Company; provided, however, that no
such amendment may adversely affect any right or interest of any
Plan participant or beneficiary."
4. The Company agrees that should it fail to cure any breach of its
obligations under the SERP Trust Agreement in less than 30 days after
receiving written notice of same from any beneficiary of the Trust, the
Company will be liable to pay the reasonable attorneys' fees and
expenses incurred by any such beneficiary in filing suit and prosecuting
such claims should such beneficiary be the prevailing party in such
litigation.
5. Except to the extent expressly set forth herein in this Amendment, the
SERP Trust Agreement is unmodified and in full force and effect.
IN WITNESS WHEREOF, the parties hereto, hereunder bound, do hereby execute this
Amendment as of the day and year first above written.
MET-PRO CORPORATION
BY: Xxxxxxx X. Xx Xxxx ATTEST: Xxxx X. Xxxxxx
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Secretary
MELLON BANK, N.A.
BY: ATTEST:
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Secretary
