Exhibit (10.x)
AMENDMENT NO. 1
TO
DIRECTOR'S RETIREMENT PLAN TRUST AGREEMENT
by and between
MET-PRO CORPORATION
and
MELLON BANK, N.A.
THIS AMENDMENT TO THE DIRECTOR'S RETIREMENT PLAN TRUST AGREEMENT is made
and entered into this 24th day of February, 2003 ("Amendment"), by and between
MET-PRO CORPORATION ("Company") and MELLON BANK, N.A. ("Trustee").
WITNESSETH:
WHEREAS, Company and Trustee entered into the Director's Retirement Plan
Trust Agreement ("Agreement") on February 11, 2000; and
WHEREAS, Company wishes to amend the Agreement to revise the provisions
of Section 1(b) of the Agreement to correspond to Section (b) of the Met-Pro
Pension Restoration and Supplemental Executive Retirement Plan Trust Agreement;
and
WHEREAS, Company and Mellon now wish to amend the Agreement to make such
change;
NOW, THEREFORE, the parties hereto, intending to be legally bound, do
hereby amend the Agreement as follows:
1. The definitions set forth above are incorporated herein by this
reference thereto.
2. Section 1(b) is amended and restated to read as follows:
"(b) Upon a Change of Control (as defined in Section 14 of
the Trust), the Trustee shall, immediately upon the Change
of Control, pay each Plans participant or beneficiaries thereof
the benefits to which Plan participants or their beneficiaries
would be entitled pursuant to the terms of the Plans as of the
date on which the Change of Control occurred to the extent
then funded under the Trust.
In the event a Change of Control of the Company (as
defined in Section 14 of the Trust) shall be deemed to occur
(whenever such shall occur, and whether or not the Eligible
Executive is then employed by the Company or shall be alive),
all payments due to the Eligible Executive, his surviving spouse
of other beneficiary under the Plans shall be accelerated and
immediately paid in a lump sum payment in an amount determined
in accordance with the provisions of the Plans."
3. Except as set forth herein, the Agreement is hereby ratified and
confirmed and remains in full force and effect.
IN WITNESS WHEREOF, the parties hereto, each intending to be legally
bound hereby, have executed this Amendment as of the day and year first above
written. The parties hereby each represent and warrant to the other that is has
full authority to approve and adopt this Amendment and that the individual
executing this Amendment on its behalf has the requisite authority to bind
Company or Trustee to this Amendment.
MELLON BANK, N.A. MET-PRO CORPORATION
By: By: /s/ Xxxxxxx X. Xx Xxxx
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Name: Name: Xxxxxxx X. Xx Xxxx
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Title: Title: President
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