EX-10.19






Exhibit 10.19




EMPLOYMENT AGREEMENT




     THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of July 30, 2007, by
and between Graham Corporation, a Delaware corporation with its principal place of business at 20
Florence Avenue, Batavia, New York 14020 (the “Company”), and Alan E. Smith, currently residing at
52 Willow Street, Dover, New Hampshire (the “Executive”).



     WHEREAS, the Company and the Executive desire enter into this Agreement to describe the
employment relationship and obligations of the parties.



     NOW, THEREFORE, the parties hereto, intending to be legally bound and in consideration of the
mutual covenants herein contained, agree as follows:



     1. Employment. The Company hereby employs the Executive and the Executive hereby
accepts employment as the Vice President of Operations of the Company, upon the terms and
conditions hereinafter set forth.



     2. Duties.



          (a) The Executive shall have authority and responsibility for development, control and
oversight of the Company’s manufacturing processes and shall report directly to the Company’s
President and/or Chief Operating Officer. The Executive shall perform such duties generally
consistent with Executive’s title and as may from time to time be required of the Executive by the
President and/or Chief Operating Officer or by the Board of Directors (the “Board”) of the
Company. The Executive’s office shall be located at the Company’s principal place of business in
Batavia, New York. The Executive agrees to travel to the extent reasonably necessary for the
performance of his duties. The Executive shall devote his full time to the business and affairs
of the Company and shall use his best efforts, skill and ability in performing his duties on
behalf of the Company.




          (b) The Executive agrees that the Company, in its discretion, may apply for and procure in
its own name and for its own benefit, life insurance on the life of the Executive in any amount or
amounts considered advisable, and that he shall have no right, title or interest therein. The
Executive further agrees to submit to any medical or other examination and to execute and deliver
any application or other instrument in writing, reasonably necessary to effectuate such insurance,
provided such actions do not materially harm the Executive’s ability to otherwise obtain or retain
personal life insurance.




     3. Term.



          (a) Except as otherwise provided in this Agreement to the contrary, this Agreement shall be
and remain in effect during the period of employment (the “Term”) established under this Section
3.




          (b) Except as provided in Section 3(c), beginning on the effective date of this Agreement,
the Term shall be for one year and shall be automatically extended for one additional year each
day (such that while this Agreement is in effect the remaining Term shall never be less




 









 




or greater than one year) that this Agreement is in effect, unless either the Company, or the
Executive, respectively, elects not to extend the Term further by giving written notice to the
other party, in which case the Term shall end on the first anniversary of the date on which such
written notice is given; provided, however, that in any event, the Term shall end on the last day
of the month in which the Executive attains the age of 65.




     (c) Notwithstanding anything herein contained to the contrary, (i) this Agreement may be
terminated during the Term as provided for herein and (ii) nothing in this Agreement shall mandate
or prohibit a continuation of the Executive’s employment following the expiration of the Term upon
such terms and conditions as the Company and the Executive may mutually agree upon.



     4. Base Compensation. As the base compensation for all services to be rendered by the
Executive to the Company, the Company agrees to pay to the Executive, and the Executive shall
accepts, a salary at a rate of $152,500 per annum, payable in arrears in equal monthly installments
of $12,708.33 each, subject to such deductions and withholdings as may be required by law.
Periodically, the President and the Board will review the salary of the Executive, taking into
consideration such factors as the Executive’s performance and such other matters as it deems
relevant and, in its discretion alone, may increase the salary of the Executive to such rate as the
Board deems proper; provided that the Company shall in no event be required to grant any such
increase.



     5. Incentive Compensation.



          (a) Bonus. The Executive shall be eligible to receive bonuses and awards under the Company’s
bonus plans or arrangements as may be in effect from time to time, including the Company’s Annual
Executive Cash Bonus Program, as may be from time to time determined by the Board or a committee
thereof. Any bonuses and awards made to the Executive under the Company’s bonus plans or
arrangements for the fiscal year ending March 31, 2008 shall be pro rated based on the date of
this Agreement.




          (b) Long-Term Incentive Compensation. The Executive shall be eligible to participate in any
long-term incentive compensation plan generally made available to similarly situated executive
officers of the Company in accordance with and subject to the terms of such plans, including the
Company’s Annual Stock-Based Incentive Award Plan for Senior Executives, as may from time to time
be determined by the Board of a committee thereof. Any long-term incentive awards made under the
Company’s Annual Stock-Based Incentive Award Plan for Senior Executives for the fiscal year ending
March 31, 2008 shall be pro rated based on the date of this Agreement.




          (c) Other Compensation. The Company may, upon recommendation of the Board or a committee
thereof, award to the Executive such other bonuses and compensation as it deems appropriate and
reasonable.




     6. Benefits. During the term of this Agreement, the Company shall provide the
following benefits to the Executive:



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          (a) Medical. The Company will provide the Executive health coverage for himself and his
family in accordance with the Company’s health and medical insurance plans, as the same may be in
effect from time to time. The Executive shall be responsible for paying the employee portion of
the premiums for such health and medical insurance plans.




          (b) Vacation. The Executive shall be entitled to eight days of paid vacation during the
period commencing on the date hereof and ending on December 31, 2007, which vacation if not used
prior to December 31, 2007 will be forfeited by the Executive. Thereafter, Executive shall be
entitled to vacation in accordance with the Company’s general vacation policies and practices as
may be in effect from time to time. For such purposes, Executive shall be considered to be a
fifteen-year employee of the Company.




          (c) General Benefits. The Executive shall be entitled to participate in all employee benefit
plans and arrangements of the Company that may be in effect from time to time and as may from time
to time be made available to the other similarly situated executive officers of the Company,
subject to and on a basis consistent with the terms, conditions and overall administration of such
plans and arrangements.




          (d) No Limitation of Company’s Rights. Nothing in this Section 6 shall be construed to limit
or restrict the complete discretion of the Company to amend, modify or terminate any employee
benefit plan or plans of the Company where such action generally affects plan participants or
employees, including the Executive.




          (e) Defined Benefit Pension Plan Prior Service Credit. For purposes of participation in the
Company’s Defined Benefit Pension Plan, Executive’s prior years of service on behalf of the
Company will be maintained (but no credit shall be provided under such Plan for time the Executive
was not in the employ of the Company).




          (f) Insurance. The Company shall provide Executive with $2,500 per annum for the purpose of
Executive procuring a term insurance policy that names such person(s) of Executive’s choosing as
beneficiary(ies).




     7. Travel and Relocation Expenses.



          (a) Travel Expenses. The Company shall pay or reimburse the Executive for all reasonable and
necessary traveling and other expenses incurred or paid by the Executive in connection with the
performance of his duties under this Agreement upon presentation of expense statements or vouchers
and such other supporting information as the Company may from time to time reasonably request.
However, the amount available for such traveling and other expenses may be fixed in advance by the
Company.




          (b) Relocation Expenses. The Company shall pay for Executive’s relocation expenses incurred
in connection with his move from Dover, New Hampshire to Western New York in accordance with the
policies and procedures set forth in the Company’s “Policy on Relocation (New Employees)” in
effect on the date of this Agreement. Such travel expenses shall include a housing allowance of
$2,000 per month while the Executive’s house remains for sale in Dover, New Hampshire, which
housing allowance shall be paid to Executive until the earlier of such time the sale of such house
is closed or December 31, 2007.




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     8. Termination. This Agreement shall terminate prior to the Term expiration date,
hereinabove set forth, in the event that the Executive shall die or the Board shall reasonably
determine that the Executive has become disabled, or if the Executive’s employment shall be
terminated for cause or without cause, as hereinafter provided.



          (a) Disability. The Board may determine that the Executive has become disabled, for purposes
of this Agreement, in the event that the Executive shall fail, because of illness or incapacity,
to render for three successive months, or for shorter periods aggregating three months or more in
any period of twelve months, services of the character contemplated by this Agreement; and
thereupon this Agreement and all rights of the Executive hereunder shall be deemed to have been
terminated as of the end of the calendar month in which such determination is made.




          (b) For Cause. The Board may dismiss the Executive for cause in the event that it determines
that there has been willful misconduct by the Executive in connection with the performance of his
duties hereunder, or any other conduct on the part of the Executive which has been materially
injurious to the Company; and thereupon this Agreement shall terminate effective upon the delivery
to the Executive of 30-day written notice that the Board has made such determination. For
purposes of this Agreement, “cause” shall be determined only by a good faith finding thereof by
the Board, which shall afford the Executive the opportunity to appear before it prior to
finalizing any such determination. If the Executive in good faith contests a termination for
cause, the Company will pay all reasonable legal fees and other expenses incurred by the
Executive, as the Executive is billed for such costs, within ten days of periodic submission to
the Company of statements of charges of attorneys and statements of other expenses incurred by the
Executive in connection with such challenge. The Executive will reimburse the Company for all
such costs if it should be determined by a court of final adjudication that the Executive did not
act in good faith in bringing such challenge.




          (c) Without Cause. The Executive may resign without cause at any time upon 30 days’ written
notice to the Company, in which event the Company’s obligation to compensate him ceases on the
effective date of his termination except as to amounts due to him under Section 8(c)(i). The
Company may dismiss the Executive without cause at any time upon 30-days’ written notice to the
Executive. In the event the Company dismisses the Executive other than for cause, or if the
Executive resigns because of a material breach of this Agreement by the Company (which Executive
may do only if such breach remains materially uncured after the Executive has provided 30 days’
prior written notice to the Board), the Company shall provide to the Executive:




               (i) payment of the compensation due to him through the effective date of the termination of
the Executive’s employment, within ten business days following such effective date of the
termination of the Executive’s employment;



               (ii) continuation of the Executive’s salary for twelve months following the effective date of
the termination of the Executive’s employment at the higher of the rate specified in Section 4 or
the Executive’s then-current annualized salary, which salary continuation shall be paid monthly in
accordance with the Company’s regular payroll practices; and



               (iii) payment of any Accrued Bonus (as defined below), to be paid as soon as administratively
practicable after the six-month anniversary of the effective date of the



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termination of the Executive’s employment. Accrued Bonus shall mean any amount of bonus with
respect to any year prior to the year in which dismissal without cause occurs (“Prior Bonus Year”)
calculable by applying the formula prescribed by the Company’s incentive compensation plan as it
existed on December 31 of such Prior Bonus Year and employing in the application of such formula
the goals, ratios and weighting percentages and other variable figures which the Bonus Plan calls
for the Company’s Board or any committee thereof to determine annually (“Bonus Plan Variables”)
which the Company’s Board of Directors or any committee thereof adopted for purposes of the Bonus
Plan prior to December 31 of such Prior Bonus Year. Notwithstanding any other provision of this
Section, no Accrued Bonus shall be payable pursuant to this Section 8(c) for any Prior Bonus Year
with respect to which a bonus amount was paid to and accepted by the Executive.




          (d) In the event that the provisions of this Section 8(c) are triggered, the Executive shall
resign from all offices and directorships of the Company and of all subsidiaries and affiliates of
the Company, upon payment to the Executive of the amount referred to in Section 8(c)(i).




          (e) Release of Claims. The Company’s obligation to provide the payments under this Section 8
is conditioned upon the Executive’s execution of an enforceable release of all claims (and upon
the expiration of all applicable rescission periods contained in such release) and his compliance
with all provisions of this Agreement. If the Executive chooses not to execute such a release (or
rescinds such release) or fails to comply with these provisions, then the Company’s obligation to
compensate him ceases on the effective date of his termination except as to amount due to him
under Section 8(c)(i).




          (f) Return of Confidential Documentation. Upon termination of his employment for any reason
whatsoever, the Executive shall return to the Company all working papers, computer equipment,
notebooks, strategic plans and other confidential documents and information, in any form
whatsoever.




     9. Change in Control. In the event a person begins a tender or exchange offer,
circulates a proxy to stockholders, or takes other steps seeking to effect a Change in Control (as
defined below), the Executive agrees that he will not voluntarily leave the employ of the Company,
and will render the services contemplated under this Agreement, until such person has either
abandoned or terminated his or its efforts to effect a Change in Control or until three months
after a Change in Control has occurred. For the purposes of this Agreement, the term “Change in
Control” shall mean:



          (a) any “person” within the meaning of Section 14(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), other than the Company, a subsidiary, or any employee benefit
plan(s) sponsored by the Company or any subsidiary, is or has become the “beneficial owner,” as
defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of 25 percent or more of the
combined voting power of the outstanding securities of the Company ordinarily having the right to
vote at the election of directors;




          (b) individuals who constitute the Board on the effective date of this Agreement (the
“Incumbent Board”) have ceased for any reason to constitute at least a majority thereof (or a
majority of the Board as then constituted), provided that any person becoming a director
subsequent to the effective date of this Agreement whose election, or nomination for election by
the Company’s stockholders, was approved by a vote of at least three-quarters of the directors




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comprising the Incumbent 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 Plan, considered as though such person were a
member of the Incumbent Board;




          (c) the closing of a reorganization, merger or consolidation of the Company, other than one
with respect to which all or substantially all of those persons who were the beneficial owners,
immediately prior to such reorganization, merger or consolidation, of outstanding securities of
the Company ordinarily having the right to vote in the election of directors own, immediately
after such transaction, more than three-quarters of the outstanding securities of the resulting
corporation ordinarily having the right to vote in the election of directors;




          (d) the closing of a sale or other disposition of all or substantially all of the assets of
the Company, other than to a subsidiary; or




          (e) the complete liquidation and dissolution of the Company.




     10. Covenants of Executive. The Executive acknowledges that: (i) the business of the
Company and its affiliates, as currently conducted and as conducted from time to time throughout
the term of this Agreement (collectively, the “Business”), is conducted by and is proposed to be
conducted by the Company on a world-wide basis (the “Company’s Market”); (ii) the Business involves
providing design, engineering and manufacture of certain vacuum and heat transfer equipment,
including but not limited to steam condensers, steam jet ejectors, shell and tube heat exchangers,
plate and frame heat exchangers, Heliflow heat exchangers, liquid ring vacuum pumps and rotary
piston pumps; (iii) the Company has developed trade secrets and confidential information concerning
the Business; and (iv) the agreements and covenants contained in this Section 10 are essential to
protect the Business. In order to induce the Company to enter into this Employment Agreement, the
Executive covenants and agrees that:



          (a) Agreement Not To Compete. For a period of 18 months after the termination of Executive’s
employment with the Company for any reason (such period of time hereinafter referred to as the
“Restricted Period”), neither the Executive nor any entity of which 20 percent or more of the
beneficial ownership is held by the Executive or a person related to the Executive by blood or
marriage (“Controlled Entity”) will, anywhere in the Company’s Market, directly or indirectly own,
manage, operate, control, invest or acquire an interest in, or otherwise engage or participate in,
whether as a proprietor, partner, stockholder, director, officer, member manager, employee or
otherwise any business which competes in the Company’s Market with the Business, without the prior
written consent of the Company. Notwithstanding any other provisions of this Agreement, the
Executive may make a passive investment in any publicly-traded company or entity in an amount not
to exceed five percent of the voting stock of any such company or entity.




          (b) Agreement Not To Interfere in Business Relationships.




               (i) During the Restricted Period, neither the Executive nor any Controlled Entity will
directly or indirectly solicit, induce or influence any customer, or any other person which has a
business relationship with the Company or any affiliate, or which had on the date of this



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Agreement such a relationship with the Company or any affiliate, to discontinue or reduce the
extent of such relationship with the Company or any affiliate in the Company’s Market.




               (ii) During the Restricted Period, neither the Executive nor any Controlled Entity will (1)
directly or indirectly recruit, solicit or otherwise induce or influence any stockholder or
employee of the Company or any of its affiliates to discontinue such employment or other
relationship with the Company or any affiliate, or (2) employ or seek to employ, or cause any
business which competes in the Company’s Markets to employ or seek to employ for any reason, any
person who is then (or was at any time within six months prior to the date the Executive or such
business employs or seeks to employ such person) employed by the Company or any affiliate without
the prior written consent of the Company.



          (c) Confidentiality. During the Restricted Period, neither the Executive nor any Controlled
Entity will directly or indirectly disclose to anyone, or use or otherwise exploit for the
Executive’s or any Controlled Entity’s own benefit or for the benefit of anyone other than the
Company, any confidential information, including, without limitation, any confidential “know-how”,
trade secrets, customer lists, details of customer contracts, pricing policies, operational
methods, marketing plans or strategies, product development techniques or plans, business
acquisition plans and new personnel acquisition plans of the Company or any affiliate related to
the Business or any portion or phase of any scientific, engineering or technical information,
design, process, procedure, formula, improvement, discovery, invention, machinery or device of the
Company or any affiliate, whether or not in written or tangible form (all of the preceding is
hereinafter referred to as “Confidential Information”). The term “Confidential Information” does
not include, and there shall be no obligation hereunder with respect to, information that becomes
generally available to the public or the Company’s competitors other than as a result of a
disclosure by the Executive or a Controlled Entity or any agent or other representative thereof.
Neither the Executive nor any Controlled Entity shall have any obligation hereunder to keep
confidential any Confidential Information to the extent disclosure is required by law, or
determined in good faith by the Executive to be necessary or appropriate to comply with any legal
or regulatory order, regulation or requirement; provided, however, that in the event disclosure is
required by law, the Executive or the Controlled Entity concerned shall provide the Company with
prompt advance written notice of such requirement so that the Company may seek an appropriate
protective order. It is understood that in any new employment, the Executive may use his ordinary
skill and non-confidential knowledge, even though said skill and non-confidential knowledge may
have been gained at the Company. The Executive’s obligations under this Section 10(c) shall be in
addition to, not in substitution for, any common law fiduciary duties the Executive has to the
Company regarding information acquired during the course of his employment.




          (d) Intellectual Property. The Executive shall communicate to the Company full information
concerning all inventions, improvements, discoveries, formulas, processes, systems of
organization, management procedures, software or computer applications (hereinafter, collectively,
“Intellectual Property”) made or conceived by him either solely or jointly with others while in
the employ of the Company, whether or not perfected during his period of employment and which
shall be within the existing or contemplated scope of the Company’s business during his
employment. The Executive will assist the Company and its nominees in every way at the Company’s
expense in obtaining patents for such Intellectual Property as may be patentable in any and all
countries and the Executive will execute all papers the Company may desire and




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assignments thereof to the Company or its nominees and said Intellectual Property shall be
and remain the property of the Company and its nominees, if any, whether patented or not or
assigned or not.




          (e) Survival of Covenants. In the event of a termination of this Agreement, the covenants
and agreements contained in this Section 10 shall survive, shall continue thereafter, and shall
not expire unless and except as expressly set forth in this Section.




          (f) Remedies. The parties to this Agreement agree that (i) if either the Executive or any
Controlled Entity breaches any provision of this Section 10, the damage to the Company and its
affiliates will be substantial, although difficult to ascertain, and money damages will not afford
an adequate remedy, and (ii) if either the Executive or any Controlled Entity is in breach of this
Agreement, or threatens a breach of this Agreement, the Company shall be entitled in its own right
and/or on behalf of one or more of its affiliates, in addition to all other rights and remedies as
may be available at law or in equity, to (1) injunctive and other equitable relief to prevent or
restrain a breach of this Agreement and (2) may require the breaching party to pay damages as the
result of any transactions constituting a breach hereof.




     11. Indemnification of Executive. In the event the Executive is terminated for any
reason, (a) the Company will hold harmless and indemnify the Executive for all third party claims,
actions or other proceedings against the Executive initiated either prior to the termination of
employment or thereafter which relate to duties performed in good faith by the Executive while
employed by the Company; and (b) the Company will retain the Executive as named insured under any
directors’ and officers’ insurance policies it may have, for acts of the Executive during the time
he served as an officer of the Company. Additionally, all reasonable legal and other costs
incurred by the Executive to defend himself will be paid by the Company, as the Executive is billed
for such costs, within ten days of periodic submission to the Company of statements of charges of
attorneys and statements of other expenses incurred by the Executive in connection with such
defense.



     12. Effect of Waiver. The waiver by either party of a breach of any provision of this
Agreement shall not operate as or be construed as a waiver of any subsequent breach thereof.



     13. Notice. Any and all notices provided for herein shall be in writing and shall be
physically delivered or mailed by registered or certified mail, return receipt requested to the
parties at their respective addresses set forth hereinabove. Either party may from time to time
designate a different address for notices to be sent to such party by giving the other party due
notice of such different address.



     14. Validity. If any part of this Agreement shall be found to be invalid or
unenforceable, the same shall be deemed to be severable and the remaining portions of this
Agreement shall remain in full force and effect.



     15. Modification and Assignment. This Agreement shall not be modified or amended
except by an instrument in writing signed by the parties hereto. This Agreement and all of its
terms and conditions shall be binding upon and shall inure to the benefit of the parties hereto and
their respective heirs, legal representatives, successors and assigns, including but not limited to
any corporation or other entity with or into which the Company is merged or consolidated or any
other



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successor of the Company. The Executive agrees that he will not and may not assign, transfer
or convey, pledge or encumber this Agreement or his right, title or interest therein, or his power
to execute the same or any monies due or to become due hereunder, this Agreement being intended to
secure the personal services of the Executive, and the Company shall not recognize any such
assignment, transfer, conveyance, pledge or encumbrance.



     16. Applicable Law. This Agreement and the rights and obligations of the parties
hereunder shall be construed and interpreted in accordance with the laws of the State of New York,
without giving effect to the conflict of laws provisions thereof. Any action or proceeding brought
by either party against the other arising out of or related to the Agreement shall be brought only
in a state court of competent jurisdiction located in the County of Monroe, State of New York or
the Federal District Court for the Western District of New York located in Monroe County, New York
and the parties hereby consent to the personal jurisdiction and venue of said courts.



     17. Prior Agreements. This Agreement shall supersede any prior employment agreement,
arrangement or understanding between the Company and the Executive, without limitation, and shall
be effective from the date specified hereinabove.



     18. Business Combinations. In the event of any sale, merger or any form of business
combination affecting the Company, including without limitation the purchase of assets or any other
form of business combination, the Company will obtain the express written assumption of this
Agreement by the acquiring or surviving entity from such combination, and failure of the Company to
obtain such an assumption will constitute a breach of this Agreement, entitling the Executive to
all payments and other benefits to be provided in the event of termination without cause provided
in Section 8.



     19. Section 409A. This Agreement is intended to comply with Section 409A of the Code
to the extent its provisions are subject to that law. The parties agree that they will negotiate
in good faith regarding amendments necessary to bring this Agreement into compliance with the terms
of that Section or an exemption therefrom as interpreted by guidance issued by the Internal Revenue
Service, taking into account any limitations on amendments imposed by Section 409A or Internal
Revenue Service guidance. The parties further agree that to the extent the terms of this Agreement
fail to qualify for exemption from or satisfy the requirements of Section 409A, this Agreement may
be operated in compliance with Section 409A pending amendment to the extent authorized by the
Internal Revenue Service. In such circumstances the Company and the Executive will administer the
Agreement in a manner which adheres as closely as possible to the existing terms and intent of the
Agreement while complying with Section 409A.



     20. Headings. The section headings of this Agreement are for convenience of reference
only and are not to be considered in the interpretation of the terms and conditions of this
Agreement.



     21. Invalidity or Unenforceability. If any term or provision of this Agreement is
held to be invalid or unenforceable, for any reason, such invalidity or unenforceability shall not
affect any other term or provision hereof and this Agreement shall continue in full force and
effect as if such invalid or unenforceable term or provision (to the extent of the invalidity or
unenforceability) had not been contained herein. If any court determines that any provision of
Section 10 hereof is unenforceable because of the duration or geographic scope of such provision,
such court shall have



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the power to reduce the scope or duration of such provision, as the case may be, and, in its
reduced form, such provision shall then be enforceable.



     22. Counterparts. This Agreement may be executed in any number of counterparts, each
of which for all purposes shall be deemed to be an original.



[Remainder of page intentionally left blank.]




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     IN WITNESS WHEREOF, the parties hereto have duly executed this agreement as of the day and
year first above written.



	 	 	 	 	 
	 	 	GRAHAM CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ James R. Lines
	 

	 	 	 	 
	 

	 	Name:
	 	James R. Lines
	 

	 	Title:
	 	President and Chief Operating Officer
	 
	 	 	 	 
	 

	 	 	 	/s/ Alan E. Smith
	 

	 	 	 	 
	 

	 	 	 	Alan E. Smith






	 	 	 	 	 
	STATE OF NEW YORK

	 	) 
	 	 
	 

	 	ss:	 	 
	COUNTY OF MONROE

	 	) 	 	 






     On this 1st day of August, 2007, before me personally came James R. Lines, to me known, who,
being by me duly sworn did depose and say that the above-named person resides in Lancaster, NY,
that said person is the President and the Chief Operating Officer of Graham Corporation, the
corporation described in and which executed the foregoing instrument; and that the above-named
person signed thereto by order of the Board of Directors of said corporation.



	 	 	 	 	 
	 	 	 
	 	/s/ Carole M. Anderson
 	 
	 	Notary Public 	 
	 	[notary stamped] 	 
	 



	 	 	 	 	 
	STATE OF NEW YORK

	 	) 	 	 
	 

	 	ss:
	 	 
	COUNTY OF MONROE

	 	) 	 	 






     On the 1st day of August, in the year 2007, before me, the undersigned, a Notary Public in and
for said State, personally appeared Alan E. Smith, personally known to me or proved to me on the
basis of satisfactory evidence to be the individual whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument.



	 	 	 	 	 
	 	 	 
	 	/s/ Carole M. Anderson
 	 
	 	Notary Public 	 
	 	[notary stamped] 	 
	 



[Signature Page to the Employment Agreement of Alan E. Smith]





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