Exhibit 99.2
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of
December 31, 2008 by and between Graham Corporation, a Delaware corporation with its principal
place of business at 20 Florence Avenue, Batavia, New York 14020 (the “Company”) and Alan E. Smith
(the “Executive”).
WHEREAS, the Company and the Executive entered into the Employment Agreement, effective July
30, 2007 (the “Agreement”); and
WHEREAS, Section 15 of the Agreement provides that the Agreement may be amended by a written
agreement signed by the parties thereto; and
WHEREAS, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the
Treasury Regulations and other official guidance issued thereunder (collectively, “Section 409A”),
require that the Company’s compensation and benefit arrangements be in documentary compliance with
Section 409A on or before December 31, 2008, and such compliance requires amendments to the
Agreement as set forth more fully below.
NOW, THEREFORE, the Company and the Executive hereby agree as follows:
1. The last sentence of the first paragraph of Section 8(c) of the Agreement is amended and
restated in its entirety to read as follows:
In the event that the Company dismisses the Executive other than for cause, or if
the Executive resigns because of a material breach of this Agreement by the
Company (which Executive may do only if such breach remains materially uncured
after the Executive has provided 30 days prior written notice to the Board), and
the Executive’s dismissal or resignation qualifies as a “separation from service”
for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and
the Treasury Regulations and other official guidance issued thereunder
(collectively, “Section 409A”), then the Company shall provide to the Executive:
2. Section 8(c) of the Agreement is amended to add the following non-designated paragraph after
paragraph 8(c)(iii):
Notwithstanding anything to the contrary, to the extent that any payments under
Section 8(c) are subject to a six-month waiting period under Section 409A, any
such payments that would be payable before the expiration of six months following
the Executive’s separation from service but for the operation of this sentence
shall be made during the seventh month following the Executive’s separation from
service.