EX-10.28








    EXHIBIT 10.28



 




    GRAHAM
    CORPORATION



 




    ANNUAL
    EXECUTIVE CASH BONUS PLAN



 




    (As
    Amended and Restated Effective March 12, 2009.)



 




    Summary



 



    The objective of this Annual Executive Cash Bonus Plan (the
    “Plan”) is to compensate the Chief Executive Officer
    and his direct reports for above-average performance through
    annual bonuses related to both Company and individual
    performance.



 




    Eligibility
    and Participation



 


			
	 	    1. 
	
    Eligible employees shall include the Chief Executive Officer and
    his direct reports. “Direct reports” means
    (a) the Vice President, Finance and Administration and
    Chief Financial Officer, (b) the Vice President of
    Operations, (c) the Chief Accounting Officer and
    (d) such other employees of the Company selected by the
    Chief Executive Officer to participate in this plan, subject to
    the approval by the Compensation Committee of such participation.

	 
	 	    2. 
	
    Target participation levels shall be established by the
    Compensation Committee before the start of each fiscal year.

	 
	 	    3. 
	
    Newly hired or promoted employees are eligible for participation
    in the Plan upon employment unless otherwise determined by the
    Chief Executive Officer for direct reports and by the
    Compensation Committee in the case of the Chief Executive
    Officer.

	 
	 	    4. 
	
    Participants who resign before the end of the fiscal year shall
    receive no bonus except as approved by the Compensation
    Committee, in its sole discretion.




 




    Establishment
    and Level of Goals



 


			
	 	    1. 
	
    Financial goals shall be set during the annual budgeting process
    and shall be approved by the Board of Directors along with the
    annual budget.

	 
	 	    2. 
	
    Individual goals shall be set on or before the annual budget.
    The Chairman shall approve individual goals for the Chief
    Executive Officer. The Chief Executive Officer shall approve
    individual goals for direct reports. The Chairman or Chief
    Executive Officer, as applicable, shall determine the number and
    weighting of goals.




 




    Payment
    Calculation



 



    At the end of each fiscal year, the Compensation Committee shall
    determine the extent to which the applicable financial goals and
    individual goals have been satisfied and the corresponding goal
    payout factors. The Compensation Committee shall then determine
    each Participant’s preliminary payout value, which shall be
    the Participant’s Target Participation Level multiplied by
    the product of each performance goal’s weighting times its
    payout factor. The Compensation Committee may then adjust each
    Participant’s preliminary payout value, either upwards or
    downwards, in the Compensation Committee’s sole discretion,
    to determine each Participant’s final payout value.



 



    The final payout values, as determined by the Compensation
    Committee, will be paid to Participant’s as soon as
    practicable after the end of the fiscal year, but in no event
    later than 75 days immediately following the end of the
    fiscal year.













 







    Other
    Considerations



 


			
	 	    1. 
	
    Participants who change position during the fiscal year shall
    receive bonus on a pro rated basis.

	 
	 	    2. 
	
    Special awards may be made to any executive or employee who has
    made an extra ordinary contribution to the Company during the
    year. Such awards must be recommended in writing by the Chief
    Executive Officer to the Chairman of the Compensation Committee
    and may be approved by the Compensation Committee.

	 
	 	    3. 
	
    Extraordinary events that either positively or negatively affect
    financial performance may be included or excluded in financial
    calculations at the discretion of the Compensation Committee.

	 
	 	    4. 
	
    Nothing herein shall be construed to limit or affect the normal
    and usual powers of management, including right to terminate any
    individual at any time.

	 
	 	    5. 
	
    The Compensation Committee shall have final and conclusive
    authority on the existence and administration of this plan.

	 
	 	    6. 
	
    In the event of death, a Participant’s designated
    beneficiary will be entitled to the Participant’s plan
    benefits. If the Participant has not designated a beneficiary,
    the Participant’s beneficiary or beneficiaries will be
    determined in accordance with the Participant’s will. If
    there is no will, the beneficiary or beneficiaries shall be
    determined by the laws of descent and distribution in the state
    in which the Participant was a resident at the time of death.




 




    ANNUAL
    EXECUTIVE CASH BONUS PLAN



 




    2010
    FISCAL YEAR TERMS



 




    Target
    Participation Levels



 


	 	 	 	 	 
	

    Position


	
 
	
    % Base Pay
	
 

	 

	

    President and Chief Executive Officer


	
 
	
 
	
    60
	
    %

	

    Vice President, Finance and Administration and Chief Financial
    Officer


	
 
	
 
	
    35
	
    %

	

    Vice President of Operations


	
 
	
 
	
    35
	
    %

	

    Chief Accounting Officer


	
 
	
 
	
    25
	
    %









 




    Goal
    Weightings



 


	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
    Net

    
	
 
	
 
	
    Working

    
	
 
	
 
	
    Personal

    
	
 

	

    Position


	
 
	
    Income
	
 
	
 
	
    Capital%
	
 
	
 
	
    Goals
	
 

	 

	

    President and Chief Executive Officer


	
 
	
 
	
    70
	
    %
	
 
	
 
	
    20
	
    %
	
 
	
 
	
    10
	
    %

	

    Vice President, Finance and Administration and Chief Financial
    Officer


	
 
	
 
	
    60
	
    %
	
 
	
 
	
    15
	
    %
	
 
	
 
	
    25
	
    %

	

    Vice President of Operations


	
 
	
 
	
    60
	
    %
	
 
	
 
	
    15
	
    %
	
 
	
 
	
    25
	
    %

	

    Chief Accounting Officer


	
 
	
 
	
    55
	
    %
	
 
	
 
	
    15
	
    %
	
 
	
 
	
    30
	
    %









 



    Average Working Capital% is defined as gross inventory plus
    gross trade accounts receivable minus trade payables divided by
    sales. The working capital calculation for bonus purposes shall
    be the average of the end of each fiscal month divided by full
    fiscal year sales.



 



    Net Income shall be based upon year-end results.



 



    Currency exchange rates will be calculated monthly at a fixed
    rate to eliminate currency fluctuations from incentive
    calculations.