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Exhibit (10) (aj)
MET-PRO CORPORATION
AMENDED AND RESTATED
KEY EMPLOYEE SEVERANCE PAY AGREEMENT
This
Amended and Restated Key Employee Severance Pay Agreement
(this “Agreement”) is made as of this
3rd day of April, 2008 between MET-PRO CORPORATION, a
Pennsylvania corporation with principal offices at 160 Cassell
Road, Harleysville, Pennsylvania (the
“Corporation”), and GARY J. MORGAN, of 109 Arrow
Lane, Harleysville, PA 19438 (the
“Employee”).
RECITALS
A. Employee
has been employed by the Corporation since March 15,
1980. In October 1997, he was appointed to
the position of Vice President-Finance and Secretary. In June
2006, he was appointed to the position of Senior
Vice-President-Finance and Secretary. During the period of his
employment, he has performed his duties ably, demonstrating
loyalty to the Corporation and greatly benefiting
it.
B. In
recognition of Employee’s status as a key employee and
to provide the Employee with a deserved measure of security in
the event of a change in control of the Corporation, the
Corporation entered into a Key Employee Severance Pay
Agreement on July 6, 1999 (the “Prior
Agreement”). The parties desire to amend and
restate the Prior Agreement in its entirety and replace the
Prior Agreement with this Agreement.
NOW,
THEREFORE, the parties hereby agree as follows:
1.
Definitions.
(a)
Change in Control . A “Change in
Control” shall be deemed to have occurred as of the date of
the first of the following events occur:
(i) If
any “Person” (as hereafter defined) or
“Group” (as hereafter defined) of Persons, which
Person or Group of Persons is not part of present
“Management” (as hereafter defined), acting alone
or in concert, becomes the
“Beneficial Owner” (as hereafter defined)
directly or indirectly of securities of the Corporation
representing thirty (30%) percent or more of the combined
voting power of the Corporation’s then outstanding
securities; or,
(ii) If
there occurs a change in the composition of the Board of
Directors within any period of two years or less, as a result
of which the individuals who constitute the “Continuing
Directors” (as hereafter defined) cease for any reason
to constitute at least a majority of the Board of Directors in
office at the beginning of such period; or
(iii) If
the shareholders approve of: (a) a reorganization, merger, or
consolidation, in each case with respect to which persons who
were shareholders of the Corporation immediately prior to such
transaction do not, immediately thereafter, own more than 50%
of the combined voting power of the reorganized, merged or
consolidated corporation’s then outstanding securities
entitled to vote generally in the election of directors; or
(b) the liquidation or dissolution of the
Corporation; or (c) the sale of all or substantially all of
the Corporation’s assets; or
(iv)
If there shall be
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