Exhibit (10.u)
AMENDMENT NO. 3
TO THE
MET-PRO CORPORATION DIRECTORS'
RETIREMENT PLAN
This Amendment to the Met-Pro Corporation Directors' Retirement Plan
(the "Plan") is made and is effective this 24th day of February, 2003.
WHEREAS, Met-Pro Corporation (the "Company") previously adopted the Plan
and now wishes to further amend the Plan in certain respects.
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Section 5(e) is restated as follows:
(e) If a Change in Control (as defined in Section 6
hereof) occurs, or if the Company fails to cure any breach of
its obligations under this Plan in less than 30 days after
receiving written notice of the same from a Director or a
Director's surviving spouse or estate (a "Default"), then the
Company (i) shall immediately prior to the Change in Control, or
in the case of a Default, on the 31st day following the date of
such written notice, make an irrevocable contribution to the
Trust (as hereafter defined) in the amount provided for in
Subsection 1(b) of the Trust Agreement (as hereafter defined)
and (ii) shall be liable to pay the reasonable attorneys' fees
and expenses incurred by any such beneficiary in filing suit to
enforce any provision of this Subsection and prosecuting such
claims should such beneficiary be the prevailing party in such
litigation. Each 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) of this Plan, in both cases without regard and
not subject to the lump sum limitations of Section 4(d) of this
Plan. 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, without
regard and not subject to the lump sum limitations of Section
4(d) of this Plan.
2. Section 7 is restated as follows:
7. NO OBLIGATION TO MAINTAIN RESERVES.
The Company has executed an agreement, as amended, with
a Trustee (the "Trust Agreement") to hold, invest and disburse
funds set aside for payments required under the Plan. However,
except as provided in Subsection 5(e) of this Plan,
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contributions to the trust created by the Trust Agreement (the
"Trust") by the Company shall be in the discretion of the Board
of Directors. Except as provided in Subsection 5(e), 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 insufficient
to meet the Company's obligations under the Plan, such
obligations will be paid out of the general funds of the
Company.
3. This Amendment has been approved and authorized by the Company's
Board of Directors by action taken as of the date hereof.
IN WITNESS WHEREOF, the Company has caused its authorized officers to
execute this Amendment on behalf of the Company.
WITNESS MET-PRO CORPORATION
/s/ Raymond J. De Hont BY: /s/ Gary J. Morgan
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Gary J. Morgan, Vice President--Finance
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