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Exhibit (10) (ah)
MET-PRO CORPORATION
NON-QUALIFIED DEFINED CONTRIBUTION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(Effective May 1, 2008)
ARTICLE I
BACKGROUND
This Met-Pro Corporation
Supplemental Executive Retirement Plan (the
“Plan”) is hereby established effective May 1,
2008 by Met-Pro Corporation (the
“Company”).
The purpose of the Plan is
to provide supplementary retirement benefits to senior
executives of the Company and to others as determined by the
Company’s Board of Directors. For purposes
of the application of the Employee Retirement Income Security
Act of 1974 (“ERISA”), the Plan shall be unfunded
and shall be maintained primarily for the purpose of
providing deferred compensation for a select group of
management or/and highly compensated employees.
ARTICLE II
DEFINITIONS
2.01 In
this Plan, the following terms have the meanings indicated
below:
“ Account
” means the bookkeeping entries used to record
Participant Elective Deferral Contributions, Company
Contributions and any earnings credited to such
contributions. To the extent it considers
necessary or appropriate, the Company or its delegate shall
maintain a separate subaccount for each type of contribution
under the Plan or shall otherwise provide a means for
determining that portion of an Account attributable to each
type.
“ Affiliate
” means an entity that would be considered to be a
single employer with the Company under Code section 414(b) or
(c).
“ Base
Salary ” means the base remuneration which is
payable to an Eligible Individual by reason of services to
the Company as in effect and determined on May 1 of the Plan
Year. For purposes of Article V, Base Salary
excludes all other incentive remuneration (including bonuses)
that is or may become payable to an Eligible Individual
during the Plan Year.
“ Beneficiary
” means the person or persons designated by the
Participant pursuant to Article VII and entitled to receive
benefits in the event of the death of such
Participant.
“ Board of
Directors ” means the Board of Directors of the
Company.
“ Bonus
Compensation ” means incentive remuneration
(including bonuses) that is or may become payable to an
Eligible Individual during the Plan Year.
“ Change in
Control ” means a change in the ownership (as
defined in Treasury Regulation Section 1.409A-3(i)(5)(v)) of
the Company, a change in effective control (as defined in
Treasury Regulation Section 1.409A-3(i)(5)(vi)) of the
Company, or a change in the ownership of a substantial
portion of the assets (as defined in Treasury Regulation
Section 1.409A-3(i)(5)(vii)) of the Company.
“ Code
” means the Internal Revenue Code of 1986, as
amended.
“ Committee
” means the individual or individuals selected by the
Board of Directors who are responsible for administering the
Plan as described in Section 8.01.
“ Company
” means Met-Pro Corporation.
“ Company
Contributions ” means the contributions
described in Section 5.02.
“ Compensation
” means Base Salary and Bonus
Compensation.
“ Disability
” means a condition under which a Participant is unable
to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment that
can be expected to result in death or can be expected to last
for a continuous period of at least 12 months; or a condition
under which a Participant is, by reason of any medically
determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a
continuous period of at least 12 months, receiving income
replacement benefits for a period of at least three months
under an accident and health plan covering employees of the
Company. Disability shall at all times be
determined within the meaning of Treasury Regulation Section
1.409A-3(i)(4)(i).
“ Effective
Date ” means May 1, 2008.
“ Elective
Deferral Contributions ” means an Eligible
Employee’s contributions to the Plan as described in
Section 5.01.
“ Eligible
Individual ” means an individual selected by the
Committee in its discretion for participation in this
Plan. The initial Plan Participants are listed in
Appendix A. The Committee may add Eligible
Individuals or cease the participation of existing Eligible
Individuals in its discretion, at such times as will comply
with Code Section 409A.
“ Investment
Option Fund ” means the investment funds
designated by the Company as investment vehicles among which
Participants may invest their Accounts.
“ Participant
” means an individual who retains an
Account.
“ Plan
” means this Met-Pro Corporation Supplemental Executive
Retirement Plan, as amended from time to time.
“ Plan
Year ” means the calendar year except that the
first Plan Year shall be a short Plan Year beginning on May
1, 2008 and ending December 31, 2008. In the first
Plan Year, the Plan is not aggregated with any other plan or
arrangements for purposes of Code Section 409A.
“ Retirement
Date ” means the date a Participant separates
from service after he or she has attained age 55 and has
completed ten (10) years of service.
“ Specified
Participant ” means a “specified
employee” as defined in Treasury Regulation Section
1.409A-1(i).
“ Unforeseeable
Emergency ” means a severe financial hardship to
the Participant resulting from an illness or accident of the
Participant, the Participant’s spouse or the
Participant’s dependent (as defined in Code section
152, without regard to section 152(b)(1), (b)(2), and
(d)(1)(B)); loss of the Participant’s property due to
casualty (including the need to rebuild a home following
damage to a home not otherwise covered by insurance, for
example, not as a result of a natural disaster); or other
similar extraordinary and unforeseeable circumstances arising
as a result of events beyond the Participant’s
control. The purchase of a home and the payment of
college tuition are not examples of unforeseeable
emergencies.
“ Voluntary
Deferral Agreement ” means the written agreement
between an Eligible Individual and the Company to defer the
Eligible Individual’s receipt of Base Salary and Bonus
Compensation not yet earned by the Eligible
Individual.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.01 Eligible
Individuals shall be eligible to participate in the Plan on
the first day of the Plan Year following the date such
individual becomes an Eligible Individual. An
Account shall be established in the name of the Eligible
Individual on the initial date of participation.
ARTICLE IV
BENEFIT ELECTIONS
4.01
Timing of
Benefit Elections . Deferral elections made
pursuant to Section 5.01 and elections regarding the time or
form of benefit payments must be made prior to the beginning
of the Plan Year to which such elections
relate. Participants shall not be allowed to make
deferral elections relating to Compensation earned during the
first Plan Year.
4.02
Modification of
Elections . Benefit elections become
irrevocable after the commencement of the Plan Year to which
they relate. A Participant may revoke or modify
his or her benefit elections for a subsequent Plan Year by
submitting new elections to the Committee prior to the start
of the Plan Year to which the benefit elections
relate.
4.03
Continuation of
Prior Elections . Deferral elections made
pursuant to Section 5.01 and elections regarding the form of
benefit payments made pursuant to Sections 6.03 and 6.06 will
remain in effect until changed or revoked in accordance with
Section 4.02. If a Participant does not change or
revoke his existing election for the immediately following
Plan Year, no later than each December 31, the
Participant’s existing election shall become effective
and irrevocable with respect to Compensation payable in
connection with services performed in the immediately
following Plan Year.
4.04
Cancellation of
Deferral Elections .
(a)
General
Rule . Except as provided in subsection
(b), a Participant’s deferral elections may not be
cancelled by any action of the Participant or the Company
during the Plan Year to which such elections
relate.
(b)
Cancellation
due to Unforeseeable Emergency or Disability
. Notwithstanding the provisions of subsection
(a), a Participant’s deferral elections may be
cancelled in the event such Participant incurs an
Unforeseeable Emergency or a Disability, but only as
permitted by Treasury Regulation Section 1.409A-3(j)(4)(viii)
and (xii), respectively.
ARTICLE V
CONTRIBUTIONS AND VESTING
5.01
Elective
Deferrals . A Participant shall be entitled
to defer up to fifty percent of his Base Salary and up to
one-hundred percent of his Bonus Compensation. Any
deferral election under this Plan shall be made pursuant to a
properly executed Voluntary Deferral Agreement.
5.02
Company
Contributions . For each Plan Year, the
Company will make a contribution to the Plan on behalf of
each Participant. Such contribution shall be
credited to the bookkeeping Account established in the name
of such Participant on an annual basis within ten (10)
working days of May 1 of each Plan Year.
(a)
Contribution
Formula . For each Plan Year, a Company
Contribution shall be made on behalf of each Participant
equal to the percentage of the Participant’s Base
Salary as set forth on Appendix A.
(b)
Modifications to
Contribution Formula . The applicable
percentage used to determine the Company Contribution shall
remain in effect for each Plan Year unless a new percentage is
designated in writing by the Committee prior to the beginning
of the Plan Year and approved by the Board of
Directors.
5.03
Vesting
.
(a)
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