**Exhibit 10.3****EMPLOYMENT AGREEMENT**     THIS AGREEMENT, is made and entered into as of December 1, 1993 by and among GrahamManufacturing Co., Inc., a New York corporation with offices at 20 Florence Avenue, Batavia, NewYork 14020 (“GMC”), Graham Corporation, a Delaware corporation with offices at 20 Florence Avenue,Batavia, New York 14020 (“Holding Company”) and James R. Lines, currently residing at 11 HillsideParkway, Lancaster, New York 14086 (the “Executive”).     The parties hereto, intending to be legally bound hereby, and in consideration of the mutualcovenants herein contained, agree as follows:     1. Employment.     GMC hereby employs the Executive and the Executive hereby accepts employment (such employment,hereafter, the “Employment”) as Vice President of Marketing in charge of the Application andComputer Engineering Departments of GMC upon the terms and conditions hereinafter set forth.Failure in any year of the Board of Directors of GMC (“GMC Board”) at its Annual Meeting to electthe Executive to the office of Vice President of Marketing shall constitute termination of theExecutive’s employment without cause for purposes of this Agreement.     2. Duties. The Executive is engaged as Vice President of Marketing of GMC. TheExecutive shall have authority and responsibility for the operation and management, on a day to daybasis, of the Application and Computer Engineering Departments of GMC, and shall perform suchduties consistent with Executive’s title as may from time to time be required of Executive by theGMC Board or by either the Chairman and Chief Executive Officer or the President of GMC, to whomExecutive shall be directly responsible. The Executive’s office shall be at GMC’s headquartersoffice in Batavia, New York, or within a reasonable commuting distance thereof. The Executiveagrees to travel to the extent reasonably necessary for the performance of his duties hereunder.The Executive shall devote his full business time to the business and affairs of GMC and shall usehis best efforts, skill and ability in performing his duties on behalf of GMC.     3. Term.          (a) Except as otherwise provided in this Agreement to the contrary, the terms and conditionsof this Agreement shall be and remain in effect during the period of employment (“Term”)established under this Section 3. The Term shall be for a term of one (1) year commencing onDecember I, 1993, plus such extensions, if any, as are provided pursuant to Section 3(b).          (b) Except as provided in Section 3(c), beginning on the date of this Agreement, the Termshall be automatically extended for one (1) additional day each day, unless either GMC or theExecutive elects not to extend the Term further by giving written notice to the other party, inwhich case the Term shall end on the first anniversary of the date on which such written notice isgiven; provided, however, that in any event, the Term shall end on the last day of the month inwhich the Executive attains age sixty-five (65). Upon termination of the Executive’s employmentwith GMC for any reason whatsoever, any daily extensions provided pursuant to this Section 3, ifnot theretofore discontinued, shall cease and the remaining unexpired Term under this Agreementshall

 

-2-be a fixed period ending on the first anniversary of the date on which the daily extensionswere discontinued.          (c) Notwithstanding anything herein contained to the contrary: (i) the Executive’s employmentwith GMC may be terminated during the Term, subject to the terms and conditions of this Agreement;and (ii) nothing in this Agreement shall mandate or prohibit a continuation of the Executive’semployment following the expiration of the Term upon such terms and conditions as GMC and theExecutive may mutually agree upon.     4. Base Compensation. As the base compensation for all services to be rendered by theExecutive in any capacity to GMC and its affiliates, GMC agrees to pay to the Executive, and theExecutive shall accept, a salary at a rate of $85,000 per annum, payable in arrears in equalmonthly installments, subject to such deductions and withholdings as may be required by law. Uponcessation by GMC of the five percent wage reduction in effect as of the date hereof, theExecutive’s salary shall be increased by five percent (5%). During the fourth quarter of each yearcommencing in calendar year 1994, GMC will review the salary rate of the Executive, taking intoconsideration such factors as the Executive’s performance during the preceding year and such othermatters as it deems relevant and, in its sole discretion, may increase the salary of the Executivefor the following calendar year, to be effective from January 1 of such following year, to suchrate and for such period of time as GMC deems proper, provided that GMC shall in no event berequired to grant or to continue any such increase. However, in the event that any person or entityacquires twenty percent (20%) or more of the outstanding equity stock of GMC’s parent, the HoldingCompany, or GMC, who was not an owner of twenty percent of the equity stock of either the HoldingCompany (in the case of an acquisition of Holding Company stock) or GMC (in the case of anacquisition of GMC stock) prior to December 1, 1993, or in the event that any person or entityacquires twenty percent (20%) or more of the assets of either the Holding Company or GMC who wasnot an owner of twenty percent of the assets of either the Company (in the case of an acquisitionof Holding Company assets) or of GMC (in the case of an acquisition of GMC assets) prior toDecember 1, 1993, and provided that in such event, such person or entity (i) initiated atender offer for the capital stock of the Company or GMC other than at the invitation of either theHolding Company Board or the GMC Board; or (ii) caused its nominee or nominees to be elected to theHolding Company Board or the GMC Board as a result of a proxy contest in which election of itsnominees, or any of them, was not endorsed by management of the Holding Company or GMC in any proxystatement prepared for the purpose; or (iii) acquired its twenty percent or greater interest ineither the Holding Company or GMC subsequent to and within two years of any other party or entity’sinitiation of a tender offer, initiation of a proxy contest, or offer to acquire all, or more than20% of the outstanding capital stock of the Holding Company or GMC for a stated price or inexchange for any non-cash form of consideration then, subsequent to such acquisition of twentypercent stock or twenty percent asset ownership of either the Holding Company or GMC by any suchperson or entity: (1) if for any calendar year a salary increase at least equal to the increase inthe U.S. City All-Items Consumer Price Index for Urban Wage Earners and Clerical Workers during theprevious twelve months, is not granted; or if (2) the Executive’s base salary is decreased at anytime, then in either event the Executive may in his sole discretion terminate this Agreement uponthirty days’ written notice given at any time during the calendar year for which no such increasewas granted, or during the twelve month period following any such decrease in salary, and thereuponGMC shall be obligated to pay the Executive the amounts, and provide the benefits, specified inSection 9.3 of this Agreement.

 

-3-     5. Bonuses. GMC shall pay Executive bonuses subject to The Executive Bonus Plan ofGraham Corporation, as it may be amended from time to time, or such other bonus plans orarrangements of GMC, or made available to GMC by the Holding Company, as may be in effect from timeto time, as determined by GMC’s Board of Directors or a committee thereof.     6. Benefits. During the term of this Agreement, GMC shall provide the followingbenefits to the Executive:          6.1 Medical. GMC will provide the Executive health coverage for himself and his familyin accordance with the Graham Manufacturing Co., Inc. Self Insured Medical/Dental Plan, as thesame may be amended from time to time, or in accordance with such other health coverage plan as GMCmay adopt.          6.2 Vacation. The Executive shall be entitled to paid vacation in accordance withGMC’s vacation policy, as the same may be in effect from time to time.          6.3 Relocation. GMC will pay the executive $5,000 for relocation costs in connectionwith the sale of the Executive’s residence at 11 Hillside Parkway, Lancaster, New York.          6.4 General Benefits. The Executive shall be entitled to participate in all employeebenefit plans and arrangements of the Holding Company and GMC that may from time to time be ineffect and may from time to time be made available to the executive officers of GMC, subject to andon a basis consistent with the terms, conditions and overall administration of such plans andarrangements. Nothing in this Section 6.4 shall be construed to limit or restrict the completediscretion of the Board of Directors of the Holding Company or, as the case may be, the Board ofDirectors of GMC, to amend, modify or terminate employee benefit or bonus plan or plans of theHolding Company or GMC where such action generally affects plan participants or employees,including the Executive.          6.5 Life Insurance. (a) GMC will provide life insurance for the executive providingcoverage in an amount equal to three times base salary. (b) The Executive agrees that GMC, in itsdiscretion, may apply for and procure in its own name and for its own benefit, life insurance onhis life in any amount or amounts considered advisable, and that he shall have no right, title orinterest therein. The employee further agrees to submit to any medical or other examination and toexecute and deliver any application or other instrument in writing, reasonably necessary toeffectuate such insurance, provided such actions do not harm the Executive’s ability to otherwiseobtain or retain life insurance(s). (c) As soon as practical following the termination ofemployment for any reason except for cause, GMC will cause to be transferred, assigned or otherwiseconveyed to the Executive any right, title and interest that either may have in and to any lifeinsurance contract (other than any group-term life insurance contract) under which the Executive’slife is insured, including full rights of ownership in and to the cash surrender value thereof (netof any loans obtained against such cash surrender value), and the Executive shall assume allobligations for the payment of any premiums which may become due with respect to such insurancecontract after the termination of employment.     7. Use of Automobile.

 

-4-          7.1 GMC shall, at its expense, provide the Executive with an automobile of the Executive’schoice for use by the Executive in performance of his duties under this Agreement, provided thatthe annual lease payments made by GMC on such automobile shall not exceed in any year seven percent(7%) of the Executive’s annual base salary for such year. GMC shall pay or reimburse the Executivefor all reasonable and necessary expenses of maintenance and operation of such automobile incurredor paid for by the Executive, and shall obtain, and include the name of the Executive as one of theassureds under, a liability insurance policy for injuries to persons and property caused by theoperation of such automobile. At the end of the term of any automobile lease entered into by GMCpursuant to this Section 7.1, GMC may, in its discretion, either (a) lease a new automobile for theExecutive’s use; or (b) provide the Executive with the continued use of the same automobile, atGMC’s expense. In the event GMC elects to do neither, GMC shall permit the Executive to purchasethe automobile from the lessor.          7.2 Notwithstanding the provisions of Section 7.1 above, the Executive represents that he nowcarries automobile liability insurance, with respect to any automobile owned by him, for injuriesto persons and property.     8. Expenses. GMC shall pay or reimburse the Executive for all reasonable and necessarytraveling and other expenses incurred or paid by the Executive in connection with the performanceof his duties under this Agreement upon presentation of expense statements or vouchers and suchother supporting information as it may from time to time request. However, the amount availablefor such traveling and other expenses may be fixed in advance by the Chairman, the President or theBoard of Directors of GMC.     9. Termination. This Agreement shall terminate prior to the Term expiration date,hereinabove set forth, in the event that the Executive shall die or GMC shall determine that theExecutive has become disabled, or if the Executive shall be dismissed for cause or without cause,as hereinafter provided.          9.1 Disability. GMC may determine that the Executive has become disabled, for purposesof this Agreement, in the event that the Executive shall fail, because of illness or incapacity, torender for nine (9) successive months, or for shorter periods aggregating twelve (12) months ormore in any period of eighteen (18) months, services of the character contemplated by thisAgreement; and thereupon this Agreement and the employment and all rights of the Executivehereunder shall be deemed to have been terminated as of the end of the calendar month in which suchdetermination was made.          9.2 For Cause. GMC may dismiss the Executive for cause in the event that it determinesthat there has been willful misconduct by the Executive in connection with the performance of hisduties hereunder, or any other conduct on the part of the Executive which has been materiallyinjurious to GMC or any affiliate; and thereupon this Agreement and the Employment shall terminateeffective upon the delivery to the Executive of written notice that the GMC Board has made suchdetermination. For purposes of this Agreement, “Cause” shall be determined only by a good faithfinding thereof by the GMC Board, which shall afford the Executive the opportunity to appear beforeit prior to finalizing any such determination. If the Executive in good faith contests atermination for cause by GMC, GMC will pay all legal fees and other expenses incurred by theExecutive, as the Executive is billed for such costs, within ten (10) days of periodic

 

-5-submission to GMC of statements of charges of attorneys and statements of other expensesincurred by the Executive in connection with such challenge; the Executive will reimburse GMC if itshould be determined by a court of final adjudication that the Executive did not act in good faithin bringing such challenge.          9.3 Without Cause. GMC may dismiss the Executive without cause at any time upon thirty(30) days notice to the Executive. In the event GMC dismisses the Executive other than for cause,or if the Executive resigns because of a material breach of this Agreement by GMC, GMC shallthereupon pay to the Executive (a) the compensation due him to the date of termination, plus (b) anadditional lump sum in an amount equal to twelve months’ salary at the rate specified in Section 4hereinabove. At any time prior to the effective date of termination of employment, the Executivemay in writing elect to receive the additional lump sum equal to twelve months’ salary in monthlyinstallments of up to, but not to exceed, thirty-six (36) successive months. In addition, GMCshall (a) provide the Executive with continuing health care coverage, as described in Section 6.1hereof, for a period of thirty-six (36) months following the effective date of termination ofemployment; (b) shall pay for, or in the Executive’s sole discretion, reimburse the Executive asthe Executive is billed, within ten (10) days of periodic submission to GMC of statements ofcharges, for outplacement services from a provider agreed to by the Executive and GMC until thesooner of (i) the Executive’s commencement of employment with another employer or (ii) thirty-six(36) months following the effective date of termination of employment; and (c) shall assign to theExecutive its interest in the automobile lease in force at the time of termination of employmentand shall reimburse the Executive for each remaining lease payment thereafter, within ten (10) daysof the due date of each remaining lease payment; or in the event that termination of employmentoccurs following the expiration of such automobile lease and prior to GMC extending such lease orleasing a new automobile for the Executive, GMC, if it then owns the automobile, shall, at theelection of the Executive, sell the automobile to the Executive for the value for such automobilestated in the then-current edition of the NADA Official Used Car Guide for Domestic and ImportedCars and Trucks. In the event that the provisions of this Section 9.3 are triggered by dischargeof the Executive without cause by GMC, the Executive shall resign from all offices anddirectorships all subsidiaries and affiliates of GMC and of the Holding Company, upon payment tothe Executive of the amounts referred to in the second sentence of this Section 9.3, and theperformance by GMC of its obligations pursuant to the fourth sentence, subsections (c) and (d), ofthis Section 9.3.          9.4 Return of Confidential Documentation. Upon termination of employment for anyreason whatsoever, the Executive shall return to GMC all working papers, notebooks, strategicplans, computer programs and files, and other confidential documents and information, in any formwhatsoever.     10. Covenants of Executive.          The Executive acknowledges that: (a) the business of GMC and its affiliates, as currentlyconducted 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 on a world wide basis (the“Company’s Market”); (b) the Business involves providing design, engineering and manufacture ofcertain vacuum and heat transfer equipment, including but not limited to steam condensers, steamjet ejectors, shell and tube heat exchangers, plate and frame heat exchangers, Heliflow heatexchangers, liquid ring vacuum pumps and rotary piston pumps; (c) GMC has

 

-6-developed trade secrets and confidential information concerning the Business; and (d) theagreements and covenants contained in this Section 10 are essential to protect the Business of GMC.In order to induce GMC to enter into this Employment Agreement, the Executive covenants and agreesthat:          10.1 Agreement Not To Compete. In the event that the Executive resigns (for reasonsother than a material breach of this Agreement by GMC) or departs from the employ of GMC withoutthe approval of the GMC Board or is discharged for cause, then for a period of twelve (12) monthsafter such resignation, departure or discharge (such period of time hereinafter the “RestrictedPeriod”), neither the Executive nor any entity of which 20% or more of the beneficial ownership isheld by the Executive or a person related to the Executive by blood or marriage (“ControlledEntity”) will, anywhere in the Company’s Market, directly or indirectly own, manage, operate,control, invest or acquire an interest in, or herewise engage or participate in, whether as aproprietor, partner, stockholder, director, officer or employee, any business which competes in theCompany’s Market with the Business, without the prior written consent of GMC. Notwithstanding anyother provisions of this Agreement, the Executive may make a passive investment in anypublicly-traded company or entity in an amount not to exceed 5% of the voting stock of any suchcompany or entity.          10.2 Agreement Not To Interfere in Business Relationships. (a) During the RestrictedPeriod, neither the Executive nor any Controlled Entity will directly or indirectly solicit, induceor influence customer, or any other person which has a business relationship with GMC or anyaffiliate, or which had on the date of this Agreement such a relationship with GMC or anyaffiliate, to discontinue or reduce the extent of such relationship with GMC or any affiliate inthe Company’s Market without the prior written consent of GMC. (b) During the Restricted Period,neither the Executive nor any Controlled Entity will (i) directly or indirectly recruit, solicit orotherwise induce or influence any shareholder or employee of GMC or any of its affiliates todiscontinue such employment or other relationship with GMC or any affiliate without the priorwritten consent of GMC, or (ii) employ or seek to employ, or cause or permit any CompetitiveBusiness which competes in the Company’s Markets to employ or seek to employ for any CompetitiveBusiness, any person who is then (or was at any time within six months prior to the date theExecutive or the Competitive Business employs or seeks to employ such person) employed by GMC orany affiliate without the prior written consent of GMC. Nothing herein shall prevent the Executivefrom providing a letter of recommendation to an Employee with respect to a future employmentopportunity, nor prohibit the Executive from making general employment advertisements inmass-circulation newspapers or other mass media.          10.3 Confidentiality. During the Restricted Period, neither the Executive nor anyControlled Entity will directly or indirectly disclose to anyone, or use or otherwise exploit forthe Executive’s or any Controlled Entity’s own benefit or for the benefit of anyone other than GMC,any confidential information, including, without limitation, any confidential “know-how”, tradesecrets, customer lists, details of customer contracts, pricing policies, operational methods,marketing plans or strategies, product development techniques or plans, business acquisition plansand new personnel acquisition plans of GMC or any affiliate related to the Business or any portionor phase of any scientific, engineering or technical information, design, process, procedure,formula, improvement, discovery, invention, machinery or device of GMC or any affiliate that is notgenerally known to the competitors of the Company whether or not in written or tangible form(hereinafter referred to as

 

-7-“Confidential Information”). The term “Confidential Information” does not include, and thereshall be no obligation hereunder with respect to, information that becomes generally available tothe public other than as a result of a disclosure by the Executive or a Controlled Entity or anyagent or other representative thereof. Neither the Executive nor any Controlled Entity shall haveany obligation hereunder to keep confidential any Confidential Information to the extent disclosureis required by law, or determined in good faith by the Executive to be necessary or appropriate tocomply with any legal or regulatory order, regulation or requirement; provided, however, that inthe event disclosure is required by law, the Executive or the Controlled Entity concerned shallprovide the Company with prompt notice of such requirement so that GMC may seek an appropriateprotective order. It is understood that in any new employment, the Executive may use his ordinaryskill and non-confidential knowledge, even though said skill and non-confidential knowledge mayhave been gained at GMC. The Executive’s obligations under this Section 10.3 shall be in additionto, not in substitution for, any common law fiduciary duties the Executive has to GMC regardinginformation acquired during the course of his employment.10.4 Intellectual Property. The Executive shall communicate to GMC full informationconcerning all inventions, improvements, discoveries, formulas, processes, systems of organization,management procedures, software or computer applications (hereinafter, collectively, “IntellectualProperty”) made or conceived by him either solely or jointly with others while in the employ ofGMC, whether or not perfected during his period of employment and which shall be within theexisting or contemplated scope of the Business during his employment. The Executive will assist GMCand its nominees in every way at GMC’s expense in obtaining patents for such Intellectual Propertyas may be patentable in any and all countries and the Executive will execute all papers GMC maydesire and assignments thereof to GMC or its nominees and said Intellectual Property shall be andremain the property of GMC and its nominees, if any, whether patented or not or assigned or not.10.5 Survival of Covenants. In the event of a termination of this Agreement, thecovenants and agreements contained in this Section 10 shall survive, shall continue thereafter, andshall not expire unless and except as expressly set forth in such Section.10.6 Remedies. The parties to this Agreement agree that (a) if either the Executive orany Controlled Entity breaches any provision of this Section 10, the damage to GMC and itsaffiliates will be substantial, although difficult to ascertain, and money damages will not affordan adequate remedy, and (b) if either the Executive or any Controlled Entity is in breach of thisAgreement, or threatens a breach of this Agreement, GMC shall be entitled in its own right and/oron behalf of one or more of its affiliates, in addition to all other rights and remedies as may beavailable at law or in equity, to (i) injunctive and other equitable relief to prevent or restraina breach of this Agreement and (ii) may require the breaching party to pay damages as the result ofany transactions constituting a breach hereof.     11. Indemnification of Executive. In the event the Employment is terminated for anyreason, (a) GMC will hold harmless and indemnify the Executive for all acts or omissions and forany suits it has at law or in equity, claims, actions or other proceedings against the Executiveinitiated either prior to the termination of employment or thereafter which relate to dutiesperformed in good faith by the Executive while employed by GMC; and (b) the Company will retain theExecutive as named insured under any directors’ and officers’ insurance policies it may have, for

 

-8-acts of the Executive during the time he served as an officer of the Company and GMC.Additionally, all legal and other costs incurred by the Executive to defend himself will be paid byGMC, as the Executive is billed for such costs, within ten (10) days of periodic submission to GMCof statements of charges of attorneys and statements of other expenses incurred by the Executive inconnection with such defense.     12. Effect of Waiver. The waiver by either party of a breach of any provision of thisAgreement 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 bephysically delivered or mailed by registered or certified mail, return receipt requested to theparties at their respective addresses set forth hereinabove. Either party may from time to timedesignate a different address for notices to be sent to such party by giving the other party duenotice of such different address.     14. Validity. If any part of this Agreement shall be found to be invalid orunenforceable, the same shall be deemed to be severable and the remaining portions of thisAgreement shall remain in full force and effect.     15. Modification and Assignment. This Agreement shall not be modified or amendedexcept by an instrument in writing signed by the parties hereto. This Agreement and all of itsterms and conditions shall be binding upon and shall inure to the benefit of the parties hereto andtheir respective heirs, legal representatives, successors and assigns, including but not limited toany corporation or other entity with or into which GMC is merged or consolidated or any othersuccessor of GMC. 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 executethe same or any monies due or to become due hereunder, this Agreement being intended to secure thepersonal services of the Executive, and GMC shall not recognize any such assignment, transfer,conveyance, pledge or encumbrance.     16. Applicable Law. This agreement and the rights and obligations of the partieshereunder 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.     17. Prior Agreements. This Agreement shall supersede any prior employment agreementbetween the Company and the Executive and shall be effective from the date specified hereinabove.     18. Business Combinations. In the event of any sale, merger or any form of businesscombination affecting the Holding Company or GMC whatsoever, the Holding Company and GMC willobtain the express written assumption of this Agreement by the acquiring or surviving entity fromsuch combination, and failure of the Holding Company and GMC to obtain such an assumption willconstitute a breach of this Agreement, entitling the Executive to all payments and other benefitsto be provided in the event of termination without cause provided in Section 9.3 hereof.     19. Headings. The section headings of this Agreement are for convenience of referenceonly and are not to be considered in the interpretation of the terms and conditions of thisAgreement.

 

-9-     20. Invalidity or Unenforceability. If any term or provision of this Agreement is heldto be invalid or unenforceable, for any reason, such invalidity or unenforceability shall notaffect any other term or provision hereof and this Agreement shall continue in full force andeffect as if such invalid or unenforceable term or provision (to the extent of the invalidity orunenforceability) had not been contained herein. If any court determines that any provision ofSection 10 hereof is unenforceable because of the duration or geographic scope of such provision,such court shall have the power to reduce the scope or duration of such provision, as the case maybe, and, in its reduced form, such provision shall then be enforceable.     21. Counterparts. This agreement may be executed in any number of counterparts, eachof which for all purposes shall be deemed to be an original.     IN WITNESS WHEREOF, the parties hereto have duly executed this agreement as of the day andyear first above written.     (Corporate Seal) GRAHAM CORPORATION       By:        Chairman,President and ChiefExecutive Officer     (Corporate Seal) GRAHAM MANUFACTURING CO., INC.       By:        President           JAMESR. LINES     Attest:         

 

-10-   STATE OF NEW YORK  )    : ss.:COUNTY OF GENESEE  )     On the 10th day of July, 1995, before me personally came F. D. Berkeley, to meknown, who, being by me duly sworn, did depose and say that he resides at 50 Old Mill Road,Rochester, New York; that he is Chairman, President and Chief Executive Officer of GrahamCorporation described in and which executed the attached instrument; that he knows the seal of saidcorporation and that the seal affixed to said instrument is such corporate seal; that it was soaffixed by authorizations of the Board of Directors of said corporation, and that he signed hisname thereto by like authority.       NotaryPublic   STATE OF NEW YORK  )   : ss.:COUNTY OF GENESEE  )     On the 10th day of July, 1995, before me personally came Alvaro Cadena, to meknown, who, being by me duly sworn, did depose and say that he resides at 4 LePere Drive,Pittsford, New York; that he is President of Graham Manufacturing Co., Inc. described in and whichexecuted the attached instrument; that he knows the seal of said corporation and that the sealaffixed to said instrument is such corporate seal; that it was so affixed by authorizations of theBoard of Directors of said corporation, and that he signed his name thereto by like authority.       NotaryPublic   STATE OF NEW YORK  )   : ss.:COUNTY OF GENESEE  )     On the 10th day of July, 1995, before me personally came James R. Lines, to me knownto be the person described in and who executed the attached instrument and acknowledged that heexecuted the same.        Notary Public