Exhibit 10.16


CURTISS-WRIGHT CORPORATION

RETIREMENT PLAN

As Amended and Restated effective January
1, 2001


FIFTEENTH INSTRUMENT OF AMENDMENT


Recitals: 


	
  

 	
  

 
	
 1.

 	
 Curtiss-Wright
 Corporation (“the Company”) has heretofore adopted the Curtiss-Wright
 Corporation Retirement Plan (“the Plan”). 

 
	
  

 	
  

 
	
 2.

 	
 The Company caused
 the Plan to be amended and restated in its entirety, effective as of January
 1, 2001, and has since caused the Plan to be further amended. 

 
	
  

 	
  

 
	
 3.

 	
 Subsequent to the
 most recent amendment of the Plan, it has become necessary to further amend
 the Plan to update the definition of Committee to reflect administrative
 practices, to comply with the final 415 regulations, to reflect Union benefit
 rate changes, to update the Plan for acquisitions, and to reflect the Heroes
 Earnings Assistance and Relief Tax Act of 2008 (the “HEART Act”).

 
	
  

 	
  

 
	
 4.

 	
 Subsequent to the
 most recent amendment of the Plan, it has become necessary to further amend
 the EMD component of the Plan (merged into the Plan as of January 1, 2007) to
 comply with the final 415 regulations, to reflect changes to comply with the
 HEART Act, and to allow for employees that transfer from EMS to Benshaw to
 continue participating in the EMD component of the Plan.

 
	
  

 	
  

 
	
 5.

 	
 Articles 12.01 and
 12.02 of the Plan permit the Company to amend the Plan, by written
 instrument, at any time and from time to time. 

 



Amendment: 


For the reasons set forth in the Recitals to this Instrument of
Amendment, the Plan is hereby amended in the following respects:


	
  

 	
  

 	
  

 
	
 1.

 	
 Article 1.09 is
 amended to delete the existing language and replace it as follows, effective
 June 9, 2008: 

 
	
  

 	
  

 
	
  

 	
  

 	
 “‘Administrative
 Committee’ shall mean the person(s) appointed by the Company to act on behalf
 of the Company as the sponsor and ‘named fiduciary’ (within the meaning of
 section 402(a)(2) of ERISA), as appropriate, with respect to Plan
 administrative matters. When performing any activity or exercising any
 authority under the provisions of the Plan, the Administrative Committee
 shall be deemed to act solely on behalf of the Company, and not in an
 individual capacity.”

 
	
  

 
	
  

 	
  

 	
 Wherever the term
 Committee is used in the Plan Document it is replaced with the term
 Administrative Committee.

 



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 2.

 	
 The second
 paragraph of Article 1.11 is amended in its entirety to read as follows,
 effective January 1, 2009:

 
	
  

 	
  

 
	
  

 	
  

 	
 “Compensation
 shall include only that Compensation which is actually paid to the
 Participant during the applicable period, provided, however, payments under
 the Company’s cash based incentive compensation plans and for accrued
 vacation pay shall be taken into account in the periods to which such
 payments relate. Effective January 1, 2009, Compensation shall also include
 ‘differential wage payments’ pursuant to the Heroes Earnings Assistance and
 Relief Tax Act of 2008. Except as provided elsewhere in this Plan, the
 applicable period shall be the Plan Year.”

 
	
  

 	
  

 	
  

 
	
 3.

 	
 Article 2.03 is
 amended by adding the following new paragraph (d) to read as follows,
 effective January 1, 2007:

 
	
  

 	
  

 
	
  

 	
  

 	
 “(d)

 	
 Notwithstanding
 any provisions of the Plan to the contrary, an Employee who dies or incurs a
 disability on or after January 1, 2007 while performing qualified military
 service shall be treated as if he returned to the service of the Employer on
 the day preceding his death or disability and terminated employment the
 following day.” 

 
	
  

 	
  

 	
  

 	
  

 
	
 4.

 	
 Article 6.10(b) is
 amended by adding the following new sentences to the end to read as follows,
 effective January 1, 2008:

 
	
  

 	
  

 
	
  

 	
  

 	
 “Effective January
 1, 2008, remuneration shall also include amounts required to be recognized
 under the provisions of Section 1.415(c)-2(e). Remuneration shall not exceed
 the limitation on compensation under Section 401(a)(17) of the Code.”

 
	
  

 	
  

 	
  

 
	
 5.

 	
 Article 8.01 is
 amended by adding a new paragraph (e) to read as follows, effective January
 1, 2008:

 
	
  

 	
  

 
	
  

 	
  

 	
 “(e)
 Notwithstanding any provision to the contrary, if a Participant who has a
 vested interest in his retirement benefit dies after January 1, 2007 while
 performing qualified military service pursuant to the Heroes Earnings
 Assistance and Tax Relief Act of 2008 and before payment of his benefit
 commences, then that Participant shall be treated as an Employee in active
 service for purposes of this Article.”

 
	
  

 	
  

 	
  

 	
  

 
	
 6.

 	
 Article
 9.02(a)(vii) is amended to update benefits provided to Metal Improvement
 Company, LLC.-Vernon Division Section by adding the following sub-paragraph
 to the end thereof, effective January 1, 2010:

 
	
  

 	
  

 
	
  

 	
  

 	
 “(G)

 	
 With Benefits
 commencing on and after January 1, 2010, $18.00 multiplied by his years of
 credited service on and after January 1, 2010, for any pension payments due
 for months commencing on and after January 1, 2010.”

 


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 7.

 	
 Article 11.02 is
 amended to delete the existing language and replace it as follows, effective
 June 9, 2008:

 
	
  

 	
  

 
	
  

 	
  

 	
 “11.02 Administrative
 Committee’s Authority and Powers.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Administrative
 Committee (or its delegate) may act on the Company’s behalf as the sponsor
 and “named fiduciary” of the Plan with respect to Plan administrative
 matters. Acting on behalf of the Company, and subject to the terms of the
 Plan, the Trust Agreement and applicable resolutions of the Board, the
 Administrative Committee (or its delegate) has full and absolute discretion
 and authority to control and manage the operation and administration of the
 Plan, and to interpret and apply the terms of the Plan and the Trust
 Agreement. This full and absolute discretion and authority includes, but is
 not limited to, the power to:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 interpret,
 construe, and apply the provisions of the Plan and Trust Agreement, and any
 construction adopted by the Administrative Committee in good faith shall be
 final and binding;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 adopt Plan
 amendments that (1) are required by ERISA or other applicable law or
 regulation governing qualification of employee benefit plans, or are
 necessary for Plan administration, and which do not materially increase costs
 to the Plan or the Company or materially change Participants’ benefits under
 the Plan, (2) implement special rules for acquisitions, sales, and other dispositions,
 or (3) clarify ambiguous or unclear Plan provisions; provided that such
 amendments will be made in writing and will be made according to procedures
 established by the Administrative Committee;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (c)

 	
 review appeals
 from the denial of benefits; and 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (d)

 	
 manage the cost
 and financial aspects of the Plan.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Administrative
 Committee may employ, appoint, and dismiss advisors and advisory committees
 as the Administrative Committee deems necessary to carry out the provisions of
 the Plan and the Trust Agreement, including attorneys, accountants,
 actuaries, clerks, or other agents, and may delegate any of its authority and
 duties to such persons.”

 
	
  

 	
  

 	
  

 
	
 8.

 	
 Schedule J is
 amended to be updated for certain acquisitions of the Curtiss-Wright
 Corporation whose Employees are eligible to participate in this Plan:

 
	
  

 	
  

 
	
  

 	
 a.

 	
 Paragraph 25 is
 amended effective January 1, 2009, to add this second sentence as follows:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 “Effective January
 1, 2009, any Employee who is employed at any operations or facilities
 acquired by the Employer in its acquisition of IMES Engineering, Inc. shall
 be eligible to participate in the Cash Balance Account as described in
 Article 4.”

 


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 (ii)

 	
 For purposes of
 determining Vesting Years of Service, vesting service shall commence with his
 or her most recent date of hire with IMES Engineering, Inc. immediately prior
 to its acquisition by Curtiss-Wright Corporation.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 Notwithstanding
 any provision in this Plan to the contrary, an Employee at the operations and
 facilities acquired by the Employer in its acquisition of IMES Engineering,
 Inc., who is not an Employee of IMES Engineering, Inc., on January 1, 2009
 shall be eligible to become a Participant in accordance with Article 2.01(b),
 but shall not accrue any benefits under the Plan, except for benefits
 determined in accordance with Article 4.”

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 Paragraph 32 is
 added effective September 3, 2008 to read as follows:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “32. Parylene
 Coating Services, Inc. (PCS)

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 Notwithstanding
 any provision in this Plan to the contrary, the following rules shall apply
 to an Employee hired on September 3, 2008 whose immediate prior service was
 with Parylene Coating Services, Inc. (PCS) and who was employed by such
 entity at such date:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (A)

 	
 Such an Employee
 shall be eligible to participate in the Plan as of his or her date of hire,
 and shall remain eligible so long as he or she continues to satisfy the
 eligibility requirements in Article 2.01(b)(i) and (ii), provided, however,
 that such an Employee shall not accrue any benefits under the Plan, except
 for benefits determined in accordance with Article 4.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (B)

 	
 For purposes of
 determining Vesting Years of Service, vesting service shall commence with his
 or her most recent date of hire with Parylene Coating Services, Inc. (PCS)
 immediately prior to its acquisition by Curtiss-Wright Corporation.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 Notwithstanding
 any provision in this Plan to the contrary, an Employee at the operations and
 facilities acquired by the Employer in its acquisition of Parylene Coating
 Services, Inc. (PCS), who is not an Employee described in paragraph (a),
 shall be eligible to become a Participant in accordance with Article 2.01(b),
 but shall not accrue any benefits under the Plan, except for benefits
 determined in accordance with Article 4.”

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 Paragraph 33 is
 added effective October 15, 2008 to read as follows: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “33. V-Metro

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 Notwithstanding
 any provision in this Plan to the contrary, the following rules shall apply
 to an Employee hired on October 15, 2008 whose immediate prior service was
 with V-Metro and who was employed by such entity at such date:

 


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 (i)

 	
 Such an Employee
 shall be eligible to participate in the Plan as of January 1, 2009, and shall
 remain eligible so long as he or she continues to satisfy the eligibility
 requirements in Article 2.01(b)(i) and (ii), provided, however, that such an
 Employee shall not accrue any benefits under the Plan, except for benefits
 determined in accordance with Article 4.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

 	
 For purposes of
 determining Vesting Years of Service, vesting service shall commence with his
 or her most recent date of hire with V-Metro immediately prior to its
 acquisition by Curtiss-Wright Corporation.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 Notwithstanding
 any provision in this Plan to the contrary, an Employee at the operations and
 facilities acquired by the Employer in its acquisition of V-Metro, who is not
 an Employee described in paragraph (a), shall be eligible to become a
 Participant in accordance with Article 2.01(b), but shall not accrue any
 benefits under the Plan, except for benefits determined in accordance with
 Article 4.”

 
	
  

 	
  

 	
  

 	
  

 
	
 The EMD component
 of the Plan is amended in the following respects:

 
	
  

 
	
 1.

 	
 Effective June 9,
 2008, Administrative Committee means the Administrative Committee identified
 in the Curtiss-Wright Corporation Retirement Plan.

 
	
  

 	
  

 
	
 2.

 	
 A new sentence is
 added to the end of the first paragraph of Paragraph 8 of Section 1 to read
 as follows, effective January 1, 2009:

 
	
  

 	
  

 
	
  

 	
  

 	
 “Effective January
 1, 2009, Compensation shall also include ‘differential wage payments’
 pursuant to the Heroes Earnings Assistance and Relief Tax Act of 2008.”

 
	
  

 	
  

 	
  

 
	
 3.

 	
 A new paragraph F
 is added to the end of Section 8 to read as follows, effective January 1,
 2007:

 
	
  

 	
  

 
	
  

 	
  

 	
 “F.
 Notwithstanding any provision to the contrary, if an Employee who dies after
 January 1, 2007 while performing qualified military service pursuant to the
 Heroes Earnings Assistance and Tax Relief Act of 2008, a benefit shall be
 paid to his Surviving Spouse pursuant to Subsection 8.B above. “

 
	
  

 	
  

 	
  

 
	
 4.

 	
 Section 10(c) is
 amended and restated in its entirety, effective January 1, 2009, to read as
 follows:

 
	
  

 	
  

 
	
  

 	
  

 	
 “Within 90 days
 prior to his Annuity Starting Date, on a form prescribed by the
 Administrator, an Employee may elect one of the following forms of pension
 payment (not including any early retirement supplements provided by this
 Plan) in lieu of the normal
 form:

 


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 1.

 	
 Life Annuity – A
 monthly income payable for his life.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 55% Spouse Survivor
 Annuity – A reduced amount payable monthly for his life with the provision
 that upon his death an amount equal to 55% of such reduced amount shall be
 paid monthly for the life of his Surviving Spouse.

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 55% Joint &
 Survivor Annuity – A reduced amount payable monthly for his life with the
 provision that upon his death an amount equal to 55% of such reduced amount
 shall be paid monthly for the life of his Joint Annuitant.

 
	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 100% Joint &
 Survivor Annuity – A reduced amount payable monthly for his life with the
 provision that upon his death the same amount shall be paid monthly for the
 life of his Joint Annuitant.

 
	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Lump Sum – A lump
 sum settlement of his frozen benefits determined under Subsections 10.I and
 10.J below. This lump sum option is not available with respect to Credited
 Service or benefits accrued after December 31, 1994, except as provided in
 Subsection 10.I below.

 
	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Effective January
 1, 2008 – a 50% Joint and Survivor Annuity – A reduced amount payable
 monthly for his life with the provision that upon his death an amount equal
 to 50% of such reduced amount shall be paid monthly for the life of his Joint
 Annuitant.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 This optional form
 of benefit is not available to any Employees who are represented by a labor
 organization or other representative who has entered into a written agreement
 with an Employer providing for participation in this Plan by the Employees in
 such unit until such unit(s) agree to in writing, which written agreements
 will be incorporated herein by reference thereto.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Effective January
 1, 2009, this optional form of benefit is available to any Employees
 represented by a labor organization or other representative who has entered
 into a written agreement with an Employer providing for participation in this
 Plan by the Employees in such unit.

 
	
  

 	
  

 	
  

 
	
  

 	
 If (i) an Employee
 retires or terminates employment before his Normal Retirement Date, then
 reaches his Normal Retirement Date before he elects to commence pension
 payments, and fails to elect one of the forms of pension payment specified
 above, or (ii) an Employee retires on or after reaching Normal Retirement
 Date and fails to elect one of the forms of pension payment specified above,
 the Employee’s pension payments shall, except as provided in Subsection
 10.P.3, commence as of the later of his Normal Retirement Date or actual
 retirement date, and as soon as practicable following the later of his Normal
 Retirement Date or his actual retirement, in the normal form of payment
 specified in Subsection 10.A.

 


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 An Employee’s
 election to commence pension payments shall be made in accordance with
 procedures established by the Administrator, including, but not limited to,
 procedures regarding (i) the date by which an Employee must request a benefit
 calculation and election forms based on a particular Annuity Starting Date
 and (ii) the date by which an Employee must return such forms for the benefit
 to commence on such Annuity Starting Date. Such procedures shall provide that
 an Employee’s Annuity Starting Date shall in no event be earlier than the
 date on which the Employee makes a request for a benefit calculation and
 election forms.”

 
	
  

 	
  

 
	
 5.

 	
 Appendix B is
 amended, effective January 1, 2008, by adding the following text at the end
 of Appendix B.1:

 
	
  

 	
  

 
	
  

 	
  

 	
 “Effective January
 1, 2008, remuneration shall also include amounts required to be recognized
 under the provisions of Section 1.415(c)-2(e) of the Treasury regulations and
 amounts permitted to be recognized under the provisions of Section 1.415(c)-2(e)(2)
 and (3) of the Treasury regulations. Remuneration shall not exceed the
 limitation on compensation under Section 401(a)(17) of the Code.”

 
	
  

 	
  

 	
  

 
	
 6.

 	
 A new paragraph D
 is added to the end of Section 15 to read as follows, effective December 1,
 2008:

 
	
  

 	
  

 
	
  

 	
  

 	
 “D. Transfers to
 Benshaw. Notwithstanding any other provision of the Plan to the contrary, if
 an Employee during his period of employment with the Company and all
 Affiliated Entities is transferred from a position eligible to accrue
 benefits under the provisions of Section 3 or Section 4 to a position with
 Benshaw that is otherwise ineligible for benefits under the applicable
 Section, the following provisions shall apply:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (1)

 	
 Eligibility
 Service. An Employee’s Eligibility Service shall be determined on the basis
 of his period of employment with the Company and all Affiliated Employers,
 including Benshaw. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (2)

 	
 Credited Service.
 For purposes of determining an Employee’s eligibility for benefits under the
 Plan (but not the amount of any benefit unless otherwise specified in
 paragraph (4) below), an Employee’s years of Credited Service shall be
 determined on the basis of his period of employment with the Company
 including Benshaw, but not otherwise including his period of employment with
 an Excluded Unit. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (3)

 	
 Eligibility for
 Benefits. Upon an Employee’s termination of employment with the Company and
 all Affiliated Employers, including Benshaw, an Employee shall be entitled to
 a Normal, Early, or Vested Retirement Pension under the applicable provisions
 of the Plan if, at the time of his termination of employment, he has
 satisfied the age, service, and any other requirements of the Plan for such
 benefit.

 


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 (4)

 	
 Rules for
 Determining the Amount of Benefit. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (a)

 	
 If an Employee who
 is making contributions under the provisions of Section 3 is transferred to a
 position with Benshaw and on account of such transfer the Employee would be
 otherwise ineligible to make further contributions, the transferred Employee
 shall continue to be eligible to make contributions under the provisions of
 Section 3 and the following provisions shall also apply:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 I.   

 	
 Credited Service
 for Benefit Accrual Purposes. All service with Benshaw in such transferred
 position shall be included in determining the Employee’s years of Credited
 Service for purposes of determining the amount of the Employee’s contribution
 under Section 3 except that any service rendered while the Employee is
 eligible to participate in another qualified defined benefit pension plan
 shall be excluded.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 II.  

 	
 Compensation.
 Compensation (as defined in Section 1.8) paid by Benshaw to the Employee
 while employed in such transferred position shall be included for purposes of
 Section 3 and 4 and this Paragraph D.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (b)

 	
 If an Employee who
 is accruing benefits under the provisions of Section 4 is transferred to
 Benshaw and on account of such transfer the Employee would be otherwise
 ineligible to accrue further benefits under the provisions of Section 4,
 benefits shall continue to accrue under the provisions of Section 4 after the
 date of transfer.”

 



Except to the extent amended by this Instrument of Amendment, the Plan
shall remain in full force and effect.


IN WITNESS WHEREOF, this amendment has been executed on this _____ day
of ______________________, 2008. 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Curtiss-Wright Corporation

 
	
  

 	
  

 	
  

 	
 Benefits Committee

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Date:

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 


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