Exhibit (10.y)
AMENDMENT NO. 2 made effective the 24th day of February, 2003 (this "Amendment")
to DIRECTORS' 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 "Directors'
Retirement Plan Trust Agreement" (the "Trust Agreement") made the 11th day of
February, 2000 that established a Trust (as defined therein) with respect to the
Company's Directors' Retirement Plan (the "Plan").
WHEREAS, the Company and Trustee reserved the power to amend the Trust by
written instrument under Section 13(a) of the Trust Agreement.
WHEREAS, the Company and Trustee now desires to amend the 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 Trust Agreement.
2. Section 1(b) of the 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 without regard to the
lump sum limitations provided for by Section 4(d) of 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 this Trust Agreement in less than 30 days
after receiving written notice of same from any beneficiary of
the Trust, the Company (i) shall, on the 31st day following the
date of such written notice, make an irrevocable contribution to
the Trust in the amount provided for in Section 1(b) of this
Trust Agreement, exactly as if a Change of Control had then
occurred, and (ii) shall 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 Trust Agreement is unmodified and in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute this Amendment as of the day and year first above written.
MET-PRO CORPORATION
BY:/s/ Raymond J. De Hont ATTEST: /s/ Gary J. Morgan
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Secretary
MELLON BANK, N.A.
BY: ATTEST:
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Secretary