Exhibit 10.16



 






EXHIBIT 10.16




FOURTH 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, effective September 15, 2005, as follows:



     (1) Effective September 15, 2005, the following definitions are added to Section 1 of the
Plan:




1.74 “Interim Allocation Date” means September 15, 2005, and such
other date, other than the last date of the Plan Year, designated by
the Plan Administrator, in its sole discretion, as a date for the
allocation of Employer contributions and forfeitures pursuant to
Section 3.04.




1.75 “Interim Allocation Period” means the period of time beginning
on the first day of the Plan Year and ending on an Interim
Allocation Date.



     (2) Effective September 15, 2005, Section 3.04(A) of the Plan is amended and restated in its
entirety to read as follows:



     3.04 Contribution Allocation.




(A) Method of Allocation. Subject to any restoration allocation
required under Section 5.04 and to Section 8.03(B), the Plan shall
allocate and credit each Employer contribution, and Participant
forfeitures, if any, to the Account on the last day of the Plan Year
and each Interim Allocation Date of each Participant who satisfies
the conditions of Section 3.06. The Plan shall make this allocation
in the same ratio that each Participant’s Compensation for the Plan
Year or for the Interim Allocation Period, if applicable, bears to
the total Compensation of all Participants for the Plan Year or the
Interim Allocation Period. For purposes of this Section 3.04(A),



 









 






“Participant” means, in addition to a Participant who satisfies the
requirements of Section 3.06 for the Plan Year, any other
Participant entitled to a top heavy minimum allocation under Section
3.04(B), but such Participant’s allocation shall not exceed 3% of
his Compensation for the Plan Year.



     (3) Effective September 15, 2005, Section 3.06(B) of the Plan is amended and restated in its
entirety to read as follows:




(B) Employment Requirement: A Participant for a particular Plan
Year shall share in the allocation of Employer contributions and
Participant forfeitures, if any, for that Plan Year or for any
applicable Interim Allocation Period only if he is actively employed
by the Employer as an Employee (other than an Excluded Employee) on
the last day of such Plan Year or on the applicable Interim
Allocation Date, or his employment terminates during such Plan Year
or during the Interim Allocation Period as a result of his death, or
his Disability, or after he has attained age 55 with 10 or more
years of Continuous Service.



EXECUTION OF FOURTH AMENDMENT




     To record the adoption of this Fourth Amendment to the Plan, Argo-Tech Corporation has
executed this Amendment this 22nd day of September, 2005.



ARGO-TECH CORPORATION






By: /s/ Frances S. St. Clair




Title: Vice President




By: /s/ Paul R. Keen




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 Fourth 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 26, 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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