Exhibit 10.6**NONQUALIFIED DEFERRED COMPENSATION AGREEMENT**     This Deferred Compensation Agreement (the “Agreement”) is established and effective betweenARGO-TECH CORPORATION, a corporation organized and existing under the laws of the State of Delaware(the “Company”), and Frances S. St Clair, a key employee and executive of the Company (the“Participant”), as of the 28th day of December, 1995.ARTICLE IPURPOSE     This Agreement is established for the purpose of providing deferred compensation for a highlycompensated management employee of the Company and is intended to be unfunded within the meaning ofthe Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the Internal RevenueCode of 1986, as amended.ARTICLE IITERMINATION OF SERVICE     “Termination of Service” shall mean severance of Participant’s employment with the Company forany reason including the Participant’s death.ARTICLE IIIEMPLOYMENT     3.1 Employment. The Company currently employs the Participant in the capacity of VicePresident and Chief Financial Officer as of the date of this Agreement and the Participant acceptsthe conditions of his employment as set forth in this Agreement by entering into this Agreement.     3.2 Rights. Neither the Participant nor any person entitled to receive benefits underthis Agreement shall have the right to anticipate, alienate, sell, assign, transfer, pledge, or
 

 
encumber the right to receive any such benefits, nor shall such benefits be subject to theclaims of the Participant’s creditors. The right to receive payment of benefits under thisAgreement is expressly nontransferable and nonassignable. Any attempt to anticipate, alienate,sell, assign, transfer, pledge, encumber, attach or garnish the right to receive benefits underthis Agreement shall be void *ab initio*.     3.3 No Employment Agreement Created. No provision of this Agreement shall affect anyemployment agreement between the Company and the Participant nor shall conditions herein createspecific employment rights to the Participant nor limit the right of the Company to discharge theParticipant or change the terms and conditions of the Participant’s employment at any time. Noprovision of this Agreement shall limit the Participant’s rights to voluntarily sever hisemployment at any time.ARTICLE IVUNFUNDED OBLIGATION               The Company’s obligation under this Agreement is an unsecured and unfunded promise to paybenefits. The Company shall have no obligation to and shall not set aside, earmark or entrust anyfund or money with which to pay its obligations under this Agreement. The Participant, hisbeneficiaries or any successor-in-interest to him shall be and remain simply a general, unsecuredcreditor of the Company in the same manner as any other creditor having a general claim for maturedand unpaid compensation.ARTICLE VBENEFITS               Upon the Participant’s Termination of Service, the Company will pay to the Participant anamount equal to the Company’s “Policy Interest” as defined under the Collateral
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Assignment Split Dollar Insurance Agreement between the Company and the Participant datedJanuary 1, 1996. Such amount shall be payable in a lump sum and shall be paid within 30 daysfollowing the Participant’s Termination of Service.ARTICLE VICONDITIONS FOR PAYMENT OF BENEFITS[Intentionally Deleted]ARTICLE VIIAMENDMENT OR TERMINATION OF THIS AGREEMENT     This Agreement may be amended or terminated only by mutual agreement of the Participant andthe Company by a written instrument signed by the Participant and the Company.ARTICLE VIIIERISA PROVISIONS     8.1 Named Fiduciary and Plan Administrator. The named fiduciary and planadministrator shall be The Argo-Tech Compensation Benefits Committee. As such, the Argo-TechCompensation Benefits Committee shall be responsible for the management, control and administrationof this Agreement. The Committee may delegate to others certain aspects of its management andoperation responsibilities including the employment of advisors and the delegation of duties toqualified individuals.     8.2 Claims Procedure and Arbitration. In the event that benefits under this Agreementare not paid to the Participant (or to his estate in the case of the Participant’s death) and suchclaimants feel they are entitled to receive such benefits, then a written claim must be made to thePlan Administrator named above within 60 days from the date payments are refused. The PlanAdministrator shall review the written claim and, if the claim is denied in whole or in
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part, shall provide, in writing, within 90 days of receipt of such claim, specific reasons forsuch denial and reference to the provisions of the Agreement upon which the denial is based and anyadditional material or information necessary to perfect the claim. Such written notice shallfurther indicate the additional steps to be taken by claimants if a further review of the claimdenial is desired. A claim shall be deemed denied if the Plan Administrator fails to take anyaction within the aforesaid 90 day period.            If claimants desire a second review, they shall notify the Plan Administrator in writingwithin 60 days of the first claim denials. Claimants may review this Agreement or any documentsrelating thereto and submit any written issues and comments they may feel appropriate. The PlanAdministrator shall then review the second claim and provide a written decision within 60 days ofreceipt of such claim. This decision shall likewise state the specific reasons for the decisionsand shall include reference to specific provisions of this Agreement upon which the decision isbased.            If claimants continue to dispute the benefit denial, then claimants may submit the dispute toa Board of Arbitration for final arbitration. Said Board shall consist of one member selected bythe claimant, one member selected by the Company and the third member selected by the first twomembers. The Board shall operate under any generally recognized set of arbitration rules. Theparties hereto agree that they and their heirs, personal representatives, successors and assignsshall be bound by the decision of such Board with respect to any controversy properly submitted toit for determination.     8.3 Applicability. This Article shall apply only to the extent this Agreement issubject to ERISA.
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ARTICLE IXMERGER OR REORGANIZATION OF THE CORPORATION     The Company will not merge, consolidate, or reorganize its business activities with any othercompany or organization unless and until the other company or organization agrees to assume allobligations of the Company under this Agreement.ARTICLE XMISCELLANEOUS     10.1 Enforceability. This Agreement shall inure to the benefit of and be enforceableby the executive’s personal or legal representatives, executors, administrators, successors, heirs,distributees and/or legatees.     10.2 Notices. For all purposes of this Agreement, all communications includingwithout limitation notices, consents, requests or approvals, provided for herein shall be inwriting and shall be deemed to have been duly given when delivered or five business days afterhaving been mailed by United States registered or certified mail, return receipt requested, postageprepaid, addressed to the Company (to the attention of the Secretary of the Company) at itsprincipal executive office and to the Participant at his principal residence, or to such otheraddress as any party may have furnished to the other in writing and in accordance herewith, exceptthat notices of change of address shall be effective only upon receipt.     10.3 Counterparts. This Agreement may be executed in one or more counterparts, eachof which shall be deemed to be an original but all of which together will constitute one and thesame agreement.
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     IN WITNESS WHEREOF, the parties hereto acknowledge that each has carefully read this Agreementand executed the original thereof as of the 28th day of December, 1995, and that, upon execution,each has received a confirming copy.       ARGO-TECH CORPORATION     /s/ Carol J. Forre By: /s/ Paul R. Keen     (Witness) Its: Vice President, General Counsel and Secretary     [illegible]   /s/ Frances S. St. Clair   (Witness) Frances S. St Clair
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