Exhibit 10(j)
MET-PRO CORPORATION DIRECTOR'S RETIREMENT PLAN
1. PURPOSE OF THE PLAN.
The Company recognizes that the Directors have performed all duties
ably and well, to the satisfaction and benefit of inducement to the present
Directors to continue to serve the Company, and in order to attract
competent individuals as eventual replacements, the Company believes that
it is in its best interests to provide the Directors with additional
compensation pursuant to this Director's Retirement Plan (the "Plan").
2. CONTINUED SERVICE OF DIRECTOR - DIRECTOR'S FEES.
The Company will continue to pay each Director for such person's
services Director's fees and/or salaries at the rates and times mutually
agreed upon between each Director and the Company, as approved by the Board
of Directors of the Company.
3. ELIGIBILITY.
A Director shall be eligible to participate in the Plan upon
completing six (6) years of service as a Director. At the time a Director
becomes eligible to participate in the Plan, the Director shall
automatically acquire a vested right to not less than the amount and number
of annual payments (the "Retirement Payments") for which such Director is
then eligible under Section 4, subject, however, to the provisions of
Section 5. Such right may not thereafter be reduced or curtailed excepting
as provided elsewhere in the Plan, and shall be increased thereafter from
year to year pursuant to the Plan or modifications thereof.
4. RETIREMENT PAYMENTS.
(a) An eligible retired Director shall be entitled to an annual
Retirement Payment of One Thousand Dollars ($1,000) times the number of
full years of service as a Director, up to a maximum of Ten Thousand
Dollars ($10,000). Such Retirement Payments shall continue for a period of
years equal to such person's full years of service, up to a maximum of
fifteen (15) Retirement Payments, subject, however to the provisions of
Subsection 4(d) and Section 5 hereof.
(b) A Director who has served as Chief Executive Officer of the
Company ("CEO") for at least six (6) years shall receive additional
Retirement Payments of One Thousand Dollars ($1,000) times the number of
full years such person has served as an Officer and/or a Director, up to a
maximum of Twenty Thousand Dollars ($20,000). Such Retirement Payments
shall be made for a period of full years equal to such person's full years
of service as an Officer and/or Director, but not for more than twenty (20)
years. However, such payments shall terminate sooner upon such person's
death or the death of such person's spouse, whichever last occurs, subject
to the provisions of Subsection 4(d) and Section 5 hereof.
(c) The Retirement Payments shall be paid in equal monthly
installments on the first day of the month, commencing with the month
immediately following the date such participant ceases to be a Director or
reaches age 70, whichever last occurs.
(d) If a retired Director dies prior to payment of all the Retirement
Payments to which such Director is entitled, the surviving spouse or, if
there is no surviving spouse, to the Director's estate. For the purposes of
this Section 4(d), "Director's estate" may include a living trust of which
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the Director was a founder, if such trust is designated as the recipient by
the Director in writing filed with the Company. If payment is made to the
Director's estate, the unpaid Retirement Payments shall be paid in a lump
sum within sixty (60) days after death. Such lump sum Retirement Payment
shall be equal to ten annual Retirement Payments due pursuant to Subsection
4(a) and ten annual Retirement Payments under Section 4(b), if applicable,
less the aggregate of Retirement Payments previously made to such Director
under each applicable Subsection. If more than ten (10) annual Retirement
Payments have been made under Subsection 4(a) and, if applicable, under
Section 4(b) as well, no lump sum payment shall be due.
5. TERMINATION OF DIRECTOR SERVICES.
(a) Nothing in this Plan shall confer upon anyone the right to be
nominated, elected or re-elected as a Director or an Officer upon
expiration of such person's term. Nothing in this Plan is meant to preclude
the eight of a majority of the Board of Directors or the shareholders of
the Company from terminating the services of a Director or an Officer for
cause or otherwise.
(b) If, before a Director's term expires, such Director is removed or
resigns because of physical or mental incapacity, such Director shall be
deemed to have completed the term for the purposes of Sections 3 and 4
hereof. In that case, years of service shall be computed to the date on
which such person ceases to be a Director. In the case of a Director who is
CEO but is removed or resigns because of mental or physical incapacity
prior to completion of six years of service as CEO, he shall be entitled to
the additional Retirement Payments provided in Section 4(b), based on the
number of years of service as CEO. In such case, service for six (6) months
or more during the final year shall be considered a full year of service.
(c) If the Company should terminate the services of any Director by
discharging such Director for malfeasance, dishonesty or such other similar
bona fide cause as a majority of the Board of Directors deems sufficient,
the Company shall have no future obligation to make any Retirement Payments
whatsoever under this Plan.
(d) In the event a Director who is a CEO is discharged or requested to
resign by the Board of Directors for reasons other than those set forth in
Subsections 5(b) or 5(c), such person shall have only the rights to
Retirement Payments provided for in Section 4(a) hereof.
(e) If a Director's services are terminated at or after a Change in
Control (as defined in Section 6 hereof), the Director shall be entitled to
an immediate lump sum payment of the Retirement Payments then applicable to
such person's status pursuant to Subsection 4(a) and, if applicable,
Subsection 4(b). A former Director who has retired prior to a Change in
Control (or such Director's spouse, if such Director has died) shall be
entitled to an immediate lump sum payment of all Retirement Payments to
which such Director was entitled under Section 4 hereof and which have not
yet been paid.
6. CHANGE IN CONTROL.
For the purposes of this Plan, "Change of Control" shall be deemed to
have occurred if:
(a) Any "person" or "group of persons", which person or group of
persons are not part of present Management and are acting on 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 Company representing thirty (30%) percent or more of
the combined voting power of the Company's then outstanding securities; or,
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(b) At any time there shall be a change in the composition of the
Company'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
(c) The approval by the stockholders of the Company of a
reorganization, merger or consolidation, in each case, with respect to
which persons who were stockholders of the Company 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 Company's then outstanding
securities entitled to vote generally in the election of directors or with
respect to a liquidation or dissolution of the Company or the sale of all
or substantially all or the Company's assets.
7. NO OBLIGATION TO MAINTAIN RESERVES.
The Company intends to execute an agreement with a Trustee (the "Trust
Agreement") to hold, invest and disburse funds set aside for payments
required under the Plan. However, contributions to the Trust by the Company
shall be in the discretion of the Board of Directors. Nothing in this Plan
shall create an obligation on the Company's part to set aside or earmark
any monies or other assets specifically for the purposes of this Plan or to
pay any specified amount to the Trust. To the extent that assets of the
Trust are in sufficient to meet the Company's obligations under the Plan,
such obligations will be paid out of the general funds of the Company.
8. UNSECURED CREDITOR'S STATUS AS TO PLAN ASSETS.
All assets held in the Trust created with respect to this Plan shall
be and remain subject to the claims of unsecured general creditors of the
Company under federal and state law in the event of insolvency of the
Company, as defined in Section 3(a) of the Trust Agreement.
9. ADMINISTRATION AND INTERPRETATION OF THE PLAN.
(a) This document, the Trust Agreement executed by the Company, all
agreements and awards executed by the Company and all amendments to such
documents shall be deemed Plan Documents.
(b) The Board of Directors shall administer the Plan, including
without limitation: (i) Determination of amounts and duration of payments;
(ii) Construing the Plan Documents and (iii) Determining procedures of
implementing and administering the Plan.
(c) The Plan Documents shall be interpreted and administered under and
governed by the laws of the Commonwealth of Pennsylvania.
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