Exhibit 10.17



 






EXHIBIT 10.17




FIFTH AMENDMENT TO THE

ARGO-TECH CORPORATION

EMPLOYEE STOCK OWNERSHIP PLAN

AND TRUST AGREEMENT




As Amended and Restated

Effective November 1, 2001




     Pursuant to Section 13.02 of the Argo-Tech Corporation Employee Stock Ownership Plan and Trust
Agreement, as amended and restated effective November 1, 2001 (the “Plan”), the Plan is hereby
amended as follows:



     (1) Effective on the Merger Effective Date (as defined below), Section 1 of the Plan shall be
amended by adding the following definitions:




1.71 “Argo Tracker Payment” means the payment of additional
consideration, if any, payable to AT Holdings Corporation
stockholders pursuant to Section 2.12 of the Merger Agreement.




1.72 “Employer Securities Ownership Percentage” means each
Participant’s percentage ownership of the Employer Securities held
by the Trust on the Merger Effective Date as set forth on Appendix A
hereto.




1.73 “Escrow Account” means the account established pursuant to the
escrow agreement provided for in the Merger Agreement to hold a
portion of the merger consideration as provided for in the Merger
Agreement.




1.76 “Merger Agreement” means the Agreement and Plan of Merger
dated as of September 13, 2005, by and among AT Holdings
Corporation, Argo-Tech Corporation, the Trustee, V.G.A.T. Investors,
LC, and Vaughn Merger Sub, Inc.




1.77 “Merger Effective Date” means the effective date of the merger
provided for in the Merger Agreement.



     (2) Effective on the Merger Effective Date, a new Section 6.03(c), which reads as follows, is
added to the Plan:



 









 






6.03(c) Special Allocations.




Amounts may be allocated to Participant General Investment Account
as the result of the payment of additional consideration to
stockholders pursuant to the Merger Agreement.




(1) Escrow Account. In the event any amounts are
paid to the Trust from the Escrow Account, such amounts
shall immediately, be allocated to Participants’ General
Investment Accounts in accordance with the Employer
Securities Ownership Percentage. Such allocation shall be
made to a Participant’s Account even if the Participant is
not an Employee of the Company on the date of such
allocation.




(2) Argo Tracker. In the event any amount is paid
to the Trust as an Argo Tracker Payment, such amount shall
immediately, be allocated to Participant(s) General
Investment Accounts, in accordance with the Employer
Securities Ownership Percentage. Such allocation shall be
made to a Participant’s Account even if the Participant is
not an Employee of the Company on the date of such
allocation.



     (3) Effective on the Merger Effective Date, the second and third sentences of Section 7.02 of
the Plan shall be deleted from the Plan.



     (4) Effective on the Merger Effective Date, the first sentence of the second paragraph of
Section 7.03 of the Plan shall be deleted from the Plan.



     (5) Effective on the Merger Effective Date, Article VII of the Plan is amended by adding the
following Section 7.11 thereto:




“7.11. Distribution of Special Allocations”

Any amounts allocated to a Participant’s Account pursuant to Section
6.03(c) shall be distributed to the Participants as soon as
practical after allocation. Such distribution shall be in the form
of a lump sum cash payment.



     (6) Effective on the Merger Effective Date, the first paragraph of Section 8.03(A) is amended
and restated in its entirety to read as follows:




(A) Trustee Powers. Subject to the investment policy provided to
the Trustee by the Plan Administrative Committee, the Trustee has
full discretion and authority with regard to the investment of the
Trust Fund.



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     (7) Effective on the Merger Effective Date, Section 8.03 of the Plan is amended by addition
thereto of a new 8.03(A)(r) which reads as follows:




“To take any and all action the Trustee determines as necessary or
appropriate to protect or enforce the Trust’s rights under the
Merger Agreement and the Escrow Agreement.”



     (8) Effective on the Merger Effective Date, the Plan shall no longer be an “employee stock
ownership plan” within the meaning of Section 4975(e)(7) of the Code and the second “Whereas”
clause of the introductory page of the Plan shall be deleted.



     (9) Effective immediately prior to the Merger Effective Date, Article XIII of the Plan shall
be amended by adding a Section 13.07 to the Plan which reads as follows:




13.07 Terminated Plan. The Plan is terminated and all
Accrued Benefits shall be fully vested and nonforfeitable.



     (10) Effective on the Merger Effective Date, Article XIII of the Plan shall be amended by
adding a Section 13.08 to the Plan which reads as follows:



     13.08 Employee Stock Ownership Plan Provisions. Effective on the Merger Effective
Date, the Plan shall constitute a profit sharing plan, any Plan provisions resulting from, or
relating to, the Plan’s former status as an “employee stock ownership plan” within the meaning of
Section 4975(e)(7) of the Code shall be deleted from the Plan, and no distributions of Employer
Securities or any other “qualifying employer security” (within the meaning of Section 4975(e)(8) of
the Code) shall be provided.



EXECUTION OF FIFTH AMENDMENT




     To record the adoption of this Fifth Amendment to the Plan, Argo-Tech Corporation has executed
this Amendment this 25 day of October, 2005.



ARGO-TECH CORPORATION






By: /s/ Paul R. Keen




Title: Vice President




By: /s/ Frances S. St. Clair




Title: Vice President




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CONSENT OF THE

ARGO-TECH CORPORATION

EMPLOYEE STOCK OWNERSHIP PLAN

PLAN ADMINISTRATIVE COMMITTEE



Pursuant to the requirements of Section 13.02 of the Argo-Tech Corporation Employee Stock Ownership
Plan (the “Plan”), the undersigned members of the Plan Administrative Committee hereby consent to
the Fifth Amendment to the Amended and Restated Argo-Tech Corporation Employee Stock Ownership Plan
and Trust Agreement:




	 	 	 	 	 
	Signature:

	 	/s/ Frances S. St. Clair
	 	 
	 
	 	 	 	 
	Print Name:

	 	Frances S. St. Clair	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Date: October 25, 2005	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Signature:

	 	/s/ James M. Cunningham	 	 
	 
	 	 	 	 
	Print Name:

	 	James M. Cunningham	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Date: October 25, 2005	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Signature:

	 	/s/ Paul R. Keen	 	 
	 
	 	 	 	 
	Print Name:

	 	Paul R. Keen	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Date: October 25, 2005	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Signature:

	 	/s/ Paul A. Sklad	 	 
	 
	 	 	 	 
	Print Name:

	 	Paul A. Sklad	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Date: October 25, 2005	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Signature:

	 	/s/ Michelle L. McCormick	 	 
	 
	 	 	 	 
	Print Name:

	 	Michelle L. McCormick	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Date: October 26, 2005	 	 







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