Exhibit (10)(b)* to Report
on Form 10-K for Fiscal
Year Ended June 30, 1996
by Parker-Hannifin Corporation
Parker-Hannifin Corporation Change in Control Severance Plan,
as amended as of August 15, 1996
*Numbered in accordance with Item 601 of Regulation S-K.
PARKER-HANNIFIN CORPORATION
CHANGE IN CONTROL SEVERANCE PLAN
The Board of Directors of Parker-Hannifin
Corporation (the "Company") has determined that it is in the
best interests of the Company and its stockholders to secure
the continued services and dedication and objectivity of its
management employees in the event of any threat or occurrence
of, or negotiation or other action that could lead to,
or create the possibility of, a Change in Control (as
defined in Section 1(d)) of the Company, without concern as
to whether such employees might be hindered or distracted by
personal uncertainties and risks created by any such
possible Change in Control. To encourage the full attention
and dedication to the Company by such employees, the Board
has authorized the Company to adopt the Parker-Hannifin
Corporation Change in Control Severance Plan (the "Plan").
1. Definitions. As used in this Plan, the
following terms shall have the respective meanings set forth
below:
(a) "Board" means the Board of Directors of the
Company.
(b) "Bonus" means the annual bonuses payable
pursuant to the RONA Plan and the Target Incentive Program.
(c) "Cause" means (1) a material breach by a
Participant (as defined in Section 1(j)) of the duties and
responsibilities of the Participant (other than as a result
of incapacity due to physical or mental illness) which is
demonstrably willful and deliberate on the Participant's
part, which is committed in bad faith or without reasonable
belief that such breach is in the best interests of the
Company and which is not remedied in a reasonable period of
time after receipt of written notice from the Company
specifying such breach or (2) the commission by the
Participant of a felony involving moral turpitude. The
determination of Cause shall be made by the Board unless
expressly delegated in writing by the Board to the
Compensation Committee of the Board (the "Committee").
Cause shall not exist unless and until the Company has
delivered to the Participant a copy of a resolution duly
adopted by three-quarters (3/4) of the Board (or a majority
of the Committee) at a meeting of the Board (or the
Committee) called and held for such purpose (after
reasonable notice to the Participant and an opportunity for
the Participant, together with the Participant's counsel, to
be heard before the Board or the Committee, as the case may
be), finding that in the good faith opinion of the Board (or
the Committee) the Participant was guilty of the conduct set
forth in this Section 1(c) and specifying the particulars
thereof in detail. The Company must notify the Participant
that it believes "Cause" has occurred within ninety (90)
days of its knowledge of the event or condition constituting
Cause. For the purposes of clause (1) above, any act, or
failure to act, by the Participant based upon authority
given pursuant to a resolution duly adopted by the Board or
based upon the advice of counsel for the Company shall be
conclusively presumed to be done, or omitted to be done, by
the Participant in good faith and in the best interests of
the Company.
(d) "Change in Control" means the occurrence of
one of the following events:
(i) any "person" (as such term is defined in
Section 3(a)(9) of the Securities Exchange Act of 1934
(the "Exchange Act") and as used in Sections 13(d)(3)
and 14(d)(2) of the Exchange Act) is or becomes a
"beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of
the Company representing 20% or more of the combined
voting power of the Company's then outstanding securi-
ties eligible to vote for the election of the Board
(the "Company Voting Securities"); provided, however,
that the event described in this paragraph shall not be
deemed to be a Change in Control by virtue of any of
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the following situations: (A) an acquisition by the
Company or any Subsidiary; (B) an acquisition by any
employee benefit plan sponsored or maintained by the
Company or any Subsidiary; (C) an acquisition by any
underwriter temporarily holding securities pursuant to
an offering of such securities; (D) a Non-Control
Transaction (as defined in paragraph (iii)); (E) with
respect to a Participant, any acquisition by the
Participant or any group of persons (within the meaning
of Sections 13(d)(3) and 14(d)(2) of the Exchange Act)
including the Participant (or any entity in which the
Participant or a group of persons including the
Participant, directly or indirectly, holds a majority
of the voting power of such entity's outstanding voting
interests); or (F) the acquisition of Company Voting
Securities from the Company, if a majority of the Board
approves a resolution providing expressly that the
acquisition pursuant to this clause (F) does not
constitute a Change in Control under this paragraph
(i);
(ii) individuals who, at the beginning of any
period of twenty-four (24) consecutive months,
constitute the Board (the "Incumbent Board") cease for
any reason to constitute at least a majority thereof,
provided that any person becoming a director subsequent
to the beginning of such twenty-four (24) month period,
whose election, or nomination for election, by the
Company's shareholders was approved by a vote of at
least two-thirds of the directors comprising the
Incumbent Board who are then on the Board (either by a
specific vote or by approval of the proxy statement of
the Company in which such person is named as a nominee
for director, without objection to such nomination)
shall be, for purposes of this paragraph (ii),
considered as though such person were a member of the
Incumbent Board; provided, however, that no individual
initially elected or nominated as a director of the
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Company as a result of an actual or threatened election
contest with respect to directors or any other actual
or threatened solicitation of proxies or consents by or
on behalf of any person other than the Board shall be
deemed to be a member of the Incumbent Board;
(iii) the consummation of a merger,
consolidation, share exchange or similar form of
corporate reorganization of the Company or any
Subsidiary that requires the approval of the Company's
stockholders, whether for such transaction or the
issuance of securities in connection with the
transaction or otherwise (a "Business Combination"),
unless (A) immediately following such Business
Combination: (1) more than 50% of the total voting
power of the corporation resulting from such Business
Combination (the "Surviving Corporation") or, if
applicable, the ultimate parent corporation which
directly or indirectly has beneficial ownership of 100%
of the voting securities) eligible to elect directors
of the Surviving Corporation (the "Parent
Corporation"), is represented by Company Voting
Securities that were outstanding immediately prior to
the Business Combination (or, if applicable, shares
into which such Company Voting Securities were
converted pursuant to such Business Combination), and
such voting power among the holders thereof is in
substantially the same proportion as the voting power
of such Company Voting Securities among the holders
thereof immediately prior to the Business Combination,
(2) no person (other than any employee benefit plan
sponsored or maintained by the Surviving Corporation or
Parent Corporation) is or becomes the beneficial owner,
directly or indirectly, of 20% or more of the total
voting power of the outstanding voting securities
eligible to elect directors of the Parent Corporation
(or, if there is no Parent Corporation, the Surviving
Corporation), and (3) at least a majority of the
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members of the board of directors of the Parent
Corporation (or, if there is no Parent Corporation, the
Surviving Corporation), following the Business
Combination, were members of the Incumbent Board at the
time of the Board's approval of the execution of the
initial agreement providing for such Business
Combination (a "Non-Control Transaction") or (B) the
Business Combination is effected by means of the
acquisition of Company Voting Securities from the
Company, and a majority of the Board approves a
resolution providing expressly that such Business
Combination does not constitute a Change in Control
under this paragraph (iii); or
(iv) the stockholders of the Company approve a
plan of complete liquidation or dissolution of the
Company or the sale or other disposition of all or
substantially all of the assets of the Company and its
Subsidiaries.
Notwithstanding the foregoing, a Change in Control
shall not be deemed to occur solely because any person
acquires beneficial ownership of more than 20% of the
Company Voting Securities as a result of the acquisition of
Company Voting Securities by the Company which, by reducing
the number of Company Voting Securities outstanding,
increases the percentage of shares beneficially owned by
such person; provided, that if a Change in Control would
occur as a result of such an acquisition by the Company (if
not for the operation of this sentence), and after the
Company's acquisition such person becomes the beneficial
owner of additional Company Voting Securities that increases
the percentage of outstanding Company Voting Securities
beneficially owned by such person, a Change in Control shall
then occur.
Notwithstanding anything in this Plan to the
contrary, if the Participant's employment is terminated
prior to a Change in Control, and the Participant reasonably
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demonstrates that such termination was at the request of a
third party who has indicated an intention or taken steps
reasonably calculated to effect a Change in Control (a
"Third Party"), then for all purposes of this Plan, the date
immediately prior to the date of such termination of
employment shall be deemed to be the date of a Change in
Control for such Participant.
(e) "Company" means Parker-Hannifin Corporation,
an Ohio corporation.
(f) "Date of Termination" means the date on which
a Participant's employment by the Company terminates.
(g) "Effective Date" means March 1, 1996.
(h) "Good Reason" means, without a Participant's
express written consent, the occurrence of any of the
following events after a Change in Control:
(1) the assignment to the Participant of any
duties inconsistent in any adverse respect with the Partici-
pant's position(s), duties, responsibilities or status with
the Company immediately prior to such Change in Control,
(2) an adverse change in the Participant's reporting respon-
sibilities, titles or offices with the Company as in effect
immediately prior to such Change in Control; (3) any removal
or involuntary termination of the Participant from the
Company otherwise than as expressly permitted by this Plan
or any failure to re-elect the Participant to any position
with the Company held by the Participant immediately prior
to such Change in Control; (4) a reduction by the Company in
the Participant's rate of annual base salary as in effect
immediately prior to such Change in Control or as the same
may be increased from time to time thereafter; (5) any
requirement of the Company that the Participant (A) be based
anywhere more than twenty-five (25) miles from the facility
where the Participant is located at the time of the Change
in Control or (B) travel on Company business to an extent
substantially more burdensome than the travel obligations of
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the Participant immediately prior to such Change in Control;
(6) the failure of the Company to (A) continue in effect any
employee benefit plan or compensation plan in which the
Participant is participating immediately prior to such
Change in Control, or the taking of any action by the
Company which would adversely affect the Participant's
participation in or reduce the Participant's benefits under
any such plan (including the failure to provide the
Participant with a level of discretionary incentive award
grants consistent with the Company's grants of such awards
to the Participant during the three-Year period immediately
prior to the Change in Control), (B) provide the Participant
and the Participant's dependents with welfare benefits
(including, without limitation, medical, prescription,
dental, disability, salary continuance, employee life, group
life, accidental death and travel accident insurance plans
and programs) in accordance with the most favorable plans,
practices, programs and policies of the Company and its
affiliated companies in effect for the Participant
immediately prior to such Change in Control, (C) provide
fringe benefits in accordance with the most favorable plans,
practices, programs and policies of the Company and its
affiliated companies in effect for the Participant
immediately prior to such Change in Control, or (D) provide
the Participant with paid vacation in accordance with the
most favorable plans, policies, programs and practices of
the Company and its affiliated companies as in effect for
the Participant immediately prior to such Change in Control,
unless in the case of any violation of (A), (B) or (C)
above, the Participant is permitted to participate in other
plans, programs or arrangements which provide the
Participant (and, if applicable, the Participant's
dependents) with no less favorable benefits at no greater
cost to the Participant; or (7) the failure of the Company
to obtain the assumption agreement from any successor as
contemplated in Section 8(b).
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Any event or condition described in
Sections 1(h)(1) through (6) which occurs prior to a Change
in Control, but was at the request of a Third Party, shall
constitute Good Reason following a Change in Control for
purposes of this Plan (as if a Change in Control had
occurred immediately prior to the occurrence of such event
or condition) notwithstanding that it occurred prior to the
Change in Control. For purposes of this Plan, any good
faith determination of Good Reason made by a Participant
shall be conclusive; provided, however, that an isolated,
insubstantial and inadvertent action taken in good faith and
which is remedied by the Company promptly after receipt of
notice thereof given by a Participant shall not constitute
Good Reason. The Participant's right to terminate
employment for Good Reason shall not be affected by the
Participant's incapacitation due to mental or physical
illness and the Participant's continued employment shall not
constitute consent to or a waiver of rights with respect to
any event or condition constituting Good Reason. The
Participant must provide notice of termination within ninety
(90) days of his knowledge of an event or condition
constituting Good Reason hereunder. A transaction which
results in the Company no longer being a publicly traded
entity shall not in and of itself be treated as Good Reason
unless and until one of the events or conditions set forth
in Sections 1(h)(1) through (7) occurs.
Notwithstanding anything in this Section 1(h) to
the contrary, if during the 90-day period immediately
following a Change in Control, a Participant's employment
terminates for any or no reason (other than for Cause) such
termination shall be treated as a termination for Good
Reason hereunder.
(i) "Nonqualifying Termination" means a
termination of a Participant's employment (1) by the Company
for Cause, (2) by the Participant for any reason other than
a Good Reason, (3) as a result of the Participant's death,
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(4) by the Company due to the Participant's absence from his
duties with the Company on a full-time basis for at least
one hundred eighty (180) consecutive days as a result of the
Participant's incapacity due to physical or mental illness
or (5) as a result of the Participant's Retirement.
(j) "Participant" means any employee of the
Company or any Subsidiary (other than employees who have
entered into Change in Control severance agreements with the
Company) who is employed at or above Grade 15 (or the
equivalent level), not taking into account any reduction of
employment level following a Change in Control which would
constitute Good Reason under this Plan.
(k) "Plan" means the Parker-Hannifin Corporation
Change in Control Severance Plan.
(l) "Projected Bonus Amount" means, with respect
to any Year, the greater of (i) the Participant's Target
Bonus Amount for such Year; or (ii) to the extent calculable
after at least one calendar quarter of the Year, the Bonus
the Participant would have earned in the Year in which the
Executive's Date of Termination occurs had the Company's
financial performance through the end of the fiscal quarter
immediately preceding the Date of Termination continued
throughout said Year (the "Earned Bonus Amount").
(m) "Retirement" means a Participant's mandatory
retirement (not including any mandatory early retirement) in
accordance with the Company's retirement policy generally
applicable to its salaried employees, as in effect
immediately prior to the Change in Control, or in accordance
with any retirement arrangement established with respect to
such Participant with the Participant's written consent.
(n) "RONA Plan" means the Company's Return on Net
Assets Plan, or any successor thereto.
(o) "Subsidiary" means any corporation or other
entity in which the Company has a direct or indirect
ownership interest of 50% or more of the total combined
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voting power of the then outstanding securities of such
corporation or other entity.
(p) "Termination Period" with respect to a
Participant means the period of time beginning with a Change
in Control and ending on the earliest to occur of (1) the
Participant's death, and (2) two (2) years following such
Change in Control.
(q) "Target Bonus Amount" means, with respect to
any Year, the Participant's target Bonus for such Year based
upon the Company's forecasted Operational Plan.
(r) "Target Incentive Program" means the
Company's Target Incentive Program, or any successor
thereto.
(s) "Year" means the fiscal year of the Company.
2. Payments Upon Termination of Employment.
(a) If during the Termination Period the
employment of a Participant shall terminate, other than by
reason of a Nonqualifying Termination, then the Company
shall pay to the Participant (or the Participant's
beneficiary or estate) within five (5) days following the
Date of Termination, as compensation for services rendered
to the Company:
(1) a lump-sum cash amount equal to the sum of
(A) the Participant's base salary from the Company and its
Subsidiaries through the Date of Termination and any
outstanding annual Bonus or long-term bonus awards for which
payment is due and owing at such time, (B) any compensation
previously deferred by the Participant other than pursuant
to a tax-qualified plan (together with any interest and
earnings thereon), (C) any accrued vacation pay, and (D) to
the extent not provided under the Company's Bonus plans, a
pro-rata portion of the Participant's Projected Bonus Amount
for the Year in which the Date of Termination occurs, in
each case to the extent not theretofore paid; plus
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(2) a lump-sum cash amount equal to the product
of (A) the lesser of (1) one (1) and (2) the quotient
resulting from dividing the number of full and partial
months from the Participant's Date of Termination until the
Participant would be subject to Retirement, by twelve (12)
and (B) the sum of (i) the Participant's highest annual rate
of base salary during the 12-month period immediately
preceding the Date of Termination and (ii) the highest of
(x) the Participant's average Bonus (annualized for any
partial Years of employment) earned during the 3-Year period
immediately preceding the Year in which the Date of
Termination occurs (or shorter annualized period if the
Participant had not been employed for the full three-Year
period), (y) the Participant's Target Bonus Amount for the
Year in which the Change in Control occurs and (z) the
Participant's Target Bonus Amount for the Year in which the
Date of Termination occurs; provided, that any amount paid
pursuant to this Section 2(a)(2) shall offset an equal
amount of any severance relating to salary or bonus
continuation to be received by the Participant upon
termination of employment of the Participant under any
severance plan, policy, or arrangement or employment
agreement of the Company.
(3) For a period of one (1) year (or, if lesser,
the period ending on the date on which the Executive would
be subject to Retirement) commencing on the Date of
Termination, the Company shall continue to keep in full
force and effect (or otherwise provide) all policies of
medical, accident, disability and life insurance with
respect to the Participant and his dependents with the same
level of coverage, upon the same terms and otherwise to the
same extent as such policies shall have been in effect
immediately prior to the Date of Termination (or, if more
favorable to the Participant, immediately prior to the
Change in Control), and the Company and the Participant
shall share the costs of the continuation of such insurance
coverage in the same proportion as such costs were shared
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immediately prior to the Date of Termination. Following
such one (1) year period of coverage, the Company shall
offer the Participant continued health coverage under
Section 4980B of the Internal Revenue Code of 1986, as
amended (the "Code"), for a period of twelve (12) additional
months.
(b) If during the Termination Period the
employment of a Participant shall terminate by reason of a
Nonqualifying Termination, then the Company shall pay to the
Participant within thirty (30) days following the Date of
Termination, a cash amount equal to the sum of (1) the
Participant's base salary from the Company and its
Subsidiaries through the Date of Termination and any
outstanding Bonus or long-term bonus awards for which
payment is due and owing at such time, (2) any compensation
previously deferred by the Participant other than pursuant
to a tax-qualified plan (together with any interest and
earnings thereon), (3) any accrued vacation pay, and (4) if
the Nonqualifying Termination is other than for Cause, to
the extent not provided under the Company's Bonus plans, a
pro-rata portion of the Participant's Earned Bonus Amount
for the Year in which the Date of Termination occurs, in
each case to the extent not theretofore paid.
3. Excise Tax Limitation.
(a) Notwithstanding anything contained in this
Plan or any other agreement or plan to the contrary, the
payments and benefits provided to, or for the benefit of,
any Participant under this Plan or under any other plan or
agreement (the "Payments") shall be reduced (but not below
zero) to the extent necessary so that no payment to be made,
or benefit to be provided, to the Participant or for his
benefit under this Plan or any other plan or agreement shall
be subject to the imposition of excise tax under Section
4999 of the Code (such reduced amount is hereinafter
referred to as the "Limited Payment Amount"). Unless the
Participant shall have given prior written notice specifying
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a different order to the Company, the Company shall reduce
or eliminate the Payments to the Participant reducing first
the payments under Section 2(a)(2). Any notice given by a
Participant pursuant to the preceding sentence shall take
precedence over the provisions of any other plan,
arrangement or agreement governing the Participant's rights
and entitlement to any benefits or compensation.
(b) All determinations required to be made under
this Section 3 shall be made by Mullin Consulting Inc.
accounting firm (the "Accounting Firm"). The Accounting
Firm shall provide its calculations, together with detailed
supporting documentation, both to the Company and
Participant within fifteen (15) days after the receipt of
notice from the Participant that there has been a Payment
(or at such earlier times as is requested by the Company)
and, with respect to the Limited Payment Amount, a
reasonable opinion to the Participant that he is not
required to report any Excise Tax on his federal income tax
return with respect to the Limited Payment Amount
(collectively, the "Determination"). In the event that the
Accounting Firm is serving as a consultant for the
individual, entity or group effecting the Change in Control,
the Company shall prior to the Change in Control appoint a
nationally recognized public accounting firm to make the
determination required hereunder (which accounting firm
shall then be referred to as the Accounting Firm hereunder).
All fees, costs and expenses (including, but not limited to,
the costs of retaining experts) of the Accounting Firm shall
be borne by the Company. The Determination by the
Accounting Firm shall be binding upon the Company and the
Participant (except as provided in Subsection (c) below).
(c) If it is established pursuant to a final
determination of a court or an Internal Revenue Service (the
"IRS") proceeding which has been finally and conclusively
resolved, that Payments have been made to, or provided for
the benefit of, a Participant by the Company, which are in
excess of the limitations provided in Section 3 (hereinafter
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referred to as an "Excess Payment"), such Excess Payment
shall be deemed for all purposes to be a loan to the
Participant made on the date the Participant received the
Excess Payment and the Participant shall repay the Excess
Payment to the Company on demand, together with interest on
the Excess Payment at the applicable federal rate (as
defined in Section 1274(d) of the Code) from the date of the
Participant's receipt of such Excess Payment until the date
of such repayment. As a result of the uncertainty in the
application of Section 4999 of the Code at the time of the
Determination, it is possible that Payments which will not
have been made by the Company should have been made (an
"Underpayment"), consistent with the calculations required
to be made under this Section 3. In the event that it is
determined (1) by the Accounting Firm, the Company (which
shall include the position taken by the Company, or together
with its consolidated group, on its federal income tax
return) or the IRS or (2) pursuant to a determination by a
court, that an Underpayment has occurred, the Company shall
pay an amount equal to such Underpayment to the Participant
within ten (10) days of such determination together with
interest on such amount at the applicable federal rate from
the date such amount would have been paid to the Participant
until the date of payment.
4. Withholding Taxes. The Company may withhold
from all payments due to a Participant (or his beneficiary
or estate) hereunder all taxes which, by applicable federal,
state, local or other law, the Company is required to
withhold therefrom.
5. Reimbursement of Expenses. If any contest or
dispute shall arise under this Plan involving termination of
a Participant's employment with the Company or involving the
failure or refusal of the Company to perform fully in
accordance with the terms hereof, the Company shall
reimburse the Participant, on a current basis, for all legal
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fees and expenses, if any, incurred by the Participant in
connection with such contest or dispute (regardless of the
result thereof), together with interest in an amount equal
to the prime rate of Key Bank from time to time in effect,
but in no event higher than the maximum legal rate
permissible under applicable law, such interest to accrue
from the date the Company receives the Participant's
statement for such fees and expenses through the date of
payment thereof.
6. Termination or Amendment of Plan.
(a) This Plan shall be in effect as of the
Effective Date and shall continue until terminated by the
Company as provided in paragraph (b) of this Section 6;
provided, however, that a Participant's participation under
this Plan shall terminate in any event upon the first to
occur of (1) the Participant's death and (2) termination of
the Participant's employment with the Company prior to a
Change in Control (except as otherwise provided herein).
(b) The Company shall have the right prior to a
Change in Control, in its sole discretion, pursuant to
action by the Board, to approve the termination or amendment
of this Plan; provided, however, that no such action which
would adversely affect the rights or potential rights of
Participants shall be taken by the Board during any period
of time when the Board has knowledge that any person has
taken steps reasonably calculated to effect a Change in
Control until, in the opinion of the Board, such person has
abandoned or terminated its efforts to effect a Change in
Control; and provided, further, that in no event shall this
Plan be terminated or amended within the two-year period
following a Change in Control in any manner which would
adversely affect the rights or potential rights of
Participants.
7. Scope of Plan. Nothing in this Plan shall be
deemed to entitle any Participant to continued employment
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with the Company or its Subsidiaries, and if a Participant's
employment with the Company shall terminate prior to a
Change in Control, the Participant shall have no further
rights under this Plan (except as otherwise provided
herein); provided, however, that any termination of a
Participant's employment during the two-year period
following a Change in Control shall be subject to all of the
provisions of this Plan.
8. Successors Binding Obligation.
(a) This Plan shall not be terminated by any
Business Combination or transfer of assets. In the event of
any Business Combination or transfer of assets, the
provisions of this Plan shall be binding upon the surviving
or resulting corporation or the person or entity to which
such assets are transferred.
(b) The Company agrees that concurrently with any
Business Combination or transfer of assets, it will cause
any successor or transferee unconditionally to assume all of
the obligations of the Company hereunder. Failure of the
Company to obtain such assumption prior to the effectiveness
of any such Business Combination or transfer of assets
constituting a Change in Control shall constitute Good
Reason hereunder and shall entitle each Participant to
compensation and other benefits from the Company in the same
amount and on the same terms as each such Participant would
be entitled hereunder if the Participant's employment were
terminated following a Change in Control other than by
reason of a Nonqualifying Termination. For purposes of
implementing the foregoing, the date on which any such
merger, consolidation or transfer becomes effective shall be
deemed the date Good Reason occurs, and the Participant may
terminate employment for Good Reason on or following such
date.
(c) This Plan shall inure to the benefit of and
be enforceable by each Participant's personal or legal
representatives, executors, administrators, successors,
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heirs, distributees, devisees and legatees. If a
Participant shall die while any amounts would be payable to
the Participant hereunder had the Participant continued to
live, all such amounts, unless otherwise provided herein,
shall be paid in accordance with the terms of this Plan to
such person or persons appointed in writing by the
Participant to receive such amounts or, if no person is so
appointed, to the Participant's estate.
9. Full Settlement; Resolution of Disputes. The
Company's obligation to make any payments provided for by
this Plan to a Participant and otherwise to perform its
obligations hereunder shall not be affected by any set-off,
counterclaim, recoupment, defense or other claim, right or
action which the Company may have against the Participant or
others. In no event shall a Participant be obligated to
seek other employment or take other action by way of
mitigation of the amounts payable to the Participant under
any of the provisions of this Plan and such amounts shall
not be reduced whether or not the Participant obtains other
employment.
10. Employment with Subsidiaries. Employment
with the Company for purposes of this Plan shall include
employment with any Subsidiary.
11. Governing Law; Validity. To the extent not
pre-empted by ERISA, the interpretation, construction and
performance of this Plan shall be governed by and construed
and enforced in accordance with the internal laws of the
State of Ohio without regard to the principle of conflicts
of laws. The invalidity or unenforceability of any
provision of this Plan shall not affect the validity or
enforceability of any other provision of this Plan, which
other provisions shall remain in full force and effect.
12. Notice. For purposes of this Plan, all
notices and other communications required or permitted
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hereunder shall be in writing and shall be deemed to have
been duly given when delivered or five (5) days after
deposit in the United States mail, certified and return
receipt requested, postage prepaid, addressed as follows:
If to the Participant: Residence address in
Company records
If to the Company:
Parker-Hannifin Corporation
17325 Euclid Avenue
Cleveland, Ohio 44122
Attention: Secretary
or to such other address as either party may have furnished
to the other in writing in accordance herewith, except that
notices of change of address shall be effective only upon
receipt. Alternatively, notice may be deemed to have been
delivered when sent by facsimile or telex to a location
provided by the other party hereto.
A written notice of the Participant's Date of
Termination by the Company or the Participant, as the case
may be, to the other, shall (i) indicate the specific
termination provision in this Plan relied upon, (ii) to the
extent applicable, set forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination
of Participant's employment under the provision so indicated
and (iii) specify the termination date (which date shall not
be less than fifteen (15) nor more than sixty (60) days
after the giving of such notice). The failure by the
Participant or the Company to set forth in such notice any
fact or circumstance which contributes to a showing of Good
Reason or Cause shall not waive any right of the Participant
or the Company hereunder or preclude the Participant or the
Company from asserting such fact or circumstance in
enforcing the Participant's or the Company's rights
hereunder.
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