Exhibit 10(h)
June 26, 2000
Mr. William L. Kacin
c/o Met-Pro Corporation
160 Cassell Road
Harleysville, PA 19438
Dear Mr. Kacin:
Reference is made to the definition of "Change of Control" found in Section 1(a)
of the Key Employee Severance Agreement that you executed on October 12, 1995
with Met-Pro Corporation. With this letter agreement, we hereby amend this Key
Employee Severance Agreement by deleting Section 1(a) thereof and replacing it
with the following:
"(a) Change of Control. For purposes of this Agreement, a "Change of Control"
shall be deemed to have occurred:
(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) Of 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; 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."
Except as set forth in this letter agreement, there are no other changes or
amendments to the Key Employee Severance Agreement, which remains in full force
and effect.
Very truly yours,
MET-PRO CORPORATION
By: /s/ Gary J. Morgan
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Gary J. Morgan
Vice President - Finance
ACCEPTED AND AGREED:
/s/ William L. Kacin
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William L. Kacin