Exhibit 99.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this Agreement), is made and entered into as of March 2, 2009, 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 Jeffrey F. Glajch, currently residing
at , New York 14051 (the Executive).
WHEREAS, the Company and the Executive desire enter into this Agreement to describe the
employment relationship and obligations of the parties.
NOW, THEREFORE, the parties hereto, intending to be legally bound and in consideration of the
mutual covenants herein contained, agree as follows:
1. Employment. The Company hereby employs the Executive and the Executive hereby accepts
employment as the Companys Vice President, Finance and
Administration and Chief Financial Officer, upon the terms and conditions hereinafter set
forth.
2. Duties.
(a) The Executive shall have authority and responsibility for all aspects of the Companys
financial reporting and analysis, accounting and control systems,
information technology and human resources and shall report directly to the Companys
President and Chief Executive Officer. The Executive shall perform such duties generally
consistent with Executives title and as may from time to time be required of the Executive by the
President and Chief Executive Officer or by the Board of Directors (the Board) of the Company.
The Executives office shall be located at the Companys principal place of business in Batavia,
New York. The Executive agrees to travel to the extent reasonably necessary for the performance of
his duties. The Executive shall devote his full time to the business and affairs of the Company and
shall use his best efforts, skill and ability in performing his duties on behalf of the Company.
(b) The Executive agrees that the Company, in its discretion, may apply for and procure in its
own name and for its own benefit, life insurance on the life of the Executive in any amount or
amounts considered advisable, and that he shall have no right, title or interest therein. The
Executive further agrees to submit to any medical or other examination and to execute and deliver
any application or other instrument in writing, reasonably necessary to effectuate such insurance,
provided such actions do not materially harm the Executives ability to otherwise obtain or retain
personal life insurance.
3. Term.
(a) Except as otherwise provided in this Agreement to the contrary, this Agreement shall be
and remain in effect during the period of employment (the Term) established under this Section 3.
(b) Except as provided in Section 3(c), beginning on the effective date of this Agreement, the
Term shall be for one year and shall be automatically extended each day that this Agreement is in
effect (such that while this Agreement is in effect the remaining Term shall never be less or
greater than one year), unless either the Company, or the Executive, respectively, elects not to
extend the Term further by giving written notice to the other party, in which case the Term shall
end on the first anniversary of the date on which such written notice is given; provided, however,
that in any event, the Term shall end on the last day of the month in which the Executive attains
the age of 65.
(c) Notwithstanding anything herein contained to the contrary, (i) this Agreement may be
terminated during the Term as provided for herein and (ii) nothing in this Agreement shall mandate
or prohibit a continuation of the Executives employment following the expiration of the Term upon
such terms and conditions as the Company and the Executive may mutually agree upon.
4. Base Compensation. As the base compensation for all services to be rendered by the
Executive to the Company, the Company agrees to pay to the Executive, and the Executive accept, a
salary at a rate of $210,000 per annum, payable in arrears in equal monthly installments of $17,500
each, subject to such deductions and withholdings as may be required by law. Periodically, the
Board will review the salary of the Executive, taking into consideration such factors as the
Executives performance and such other matters as it deems relevant and, in its discretion alone,
may increase the salary of the Executive to such rate as the Board deems proper; provided that the
Company shall in no event be required to grant any such increase.
5. Incentive Compensation.
(a) Bonus. The Executive shall be eligible to receive bonuses and awards under the Companys
bonus plans or arrangements as may be in effect from time to time, including the Companys Annual
Executive Cash Bonus Program, as may be from time to time determined by the Board or a committee
thereof. The Executives participation in the Companys bonus plans or arrangements shall commence
with the fiscal year ending March 31, 2010.
(b) Long-Term Incentive Compensation. The Executive shall be eligible to participate in any
long-term incentive compensation plan generally made available to similarly situated executive
officers of the Company in accordance with and subject to the terms of such plans, including the
Companys Annual Stock-Based Incentive Award Plan for Senior Executives, as may from time to time
be determined by the Board of a committee thereof. The Executives participation in the Companys
long-term incentive compensation plan shall commence with the fiscal year ending March 31, 2010.
(c) Other Compensation. The Company may, upon recommendation of the Board or a committee
thereof, award to the Executive such other bonuses and compensation as it deems appropriate and
reasonable.
6. Benefits. During the term of this Agreement, the Company shall provide the following
benefits to the Executive:
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(a) Medical. The Company will provide the Executive health coverage for himself and his family
in accordance with the Companys health and medical insurance plans, as the same may be in effect
from time to time. The Executive shall be responsible for paying the employee portion of the
premiums for such health and medical insurance plans.
(b) Vacation. Executive shall be entitled to vacation in accordance with the Companys general
vacation policies and practices as may be in effect from time to time. For vacation policy purposes
only, the Executive shall be credit with 15 years of service.
(c) General Benefits. The Executive shall be entitled to participate in all employee benefit
plans and arrangements of the Company that may be in effect from time to time and as may from time
to time be made available to the other similarly situated executive officers of the Company,
subject to and on a basis consistent with the terms, conditions and overall administration of such
plans and arrangements.
(d) No Limitation of Companys Rights. Nothing in this Section 6 shall be construed to limit
or restrict the complete discretion of the Company to amend, modify or terminate any employee
benefit plan or plans of the Company where such action generally affects plan participants or
employees, including the Executive.
(e) Insurance. The Company shall provide Executive with $2,500 per annum for the purpose of
Executive procuring a term insurance policy that names such person(s) of Executives choosing as
beneficiary(ies).
7. Travel Expenses. The Company shall pay or reimburse the Executive for all reasonable and
necessary travel and other expenses incurred or paid by the Executive in connection with the
performance of his duties under this Agreement upon presentation of expense statements or vouchers
and such other supporting information as the Company may from time to time reasonably request.
However, the amount available for such travel and other expenses may be fixed in advance by the
Company.
8. Termination. This Agreement shall terminate prior to the Term expiration date, hereinabove
set forth, in the event that the Executive shall die or the Board shall reasonably determine that
the Executive has become disabled, or if the Executives employment shall be terminated for cause
or without cause, as hereinafter provided.
(a) Disability. The Board may determine that the Executive has become disabled, for purposes
of this Agreement, in the event that the Executive shall fail, because of illness or incapacity, to
render for three successive months, or for shorter periods aggregating three months or more in any
period of twelve months, services of the character contemplated by this Agreement; and thereupon
this Agreement and all rights of the Executive hereunder shall be deemed to have been terminated as
of the end of the calendar month in which such determination is made.
(b) For Cause. The Board may dismiss the Executive for cause in the event that it determines
that there has been willful misconduct by the Executive in connection with the performance of his
duties hereunder, or any other conduct on the part of the Executive which has been materially
injurious to the Company; and thereupon this Agreement shall terminate
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effective upon the delivery to the Executive of 30-day written notice that the Board has made
such determination. For purposes of this Agreement, cause shall be determined only by a good
faith finding thereof by the Board, which shall afford the Executive the opportunity to appear
before it prior to finalizing any such determination.
(c) Without Cause. The Executive may resign without cause at any time upon 30 days written
notice to the Company, in which event the Companys obligation to compensate him ceases on the
effective date of his termination except as to amounts due to him under Section 8(c)(i). 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 Executives 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:
(i) payment of the compensation due to him through the effective date of the termination of
the Executives employment, within ten business days following such effective date of the
termination of the Executives employment;
(ii) continuation of the Executives salary for twelve months following the effective date of
the termination of the Executives employment at the higher of the rate specified in Section 4 or
the Executives then-current annualized salary, which salary continuation shall be paid monthly in
accordance with the Companys regular payroll practices; and
(iii) payment of any Accrued Bonus (as defined below), to be paid as soon as administratively
practicable after the six-month anniversary of the effective date of the termination of the
Executives employment. Accrued Bonus shall mean any amount of bonus with respect to any year prior
to the year in which dismissal without cause occurs (Prior Bonus Year) calculable by applying the
formula prescribed by the Companys incentive compensation plan as it existed on December 31 of
such Prior Bonus Year and employing in the application of such formula the goals, ratios and
weighting percentages and other variable figures which the bonus plan calls for the Companys Board
or any committee thereof to determine annually (Bonus Plan Variables) which the Companys Board
of Directors or any committee thereof adopted for purposes of the bonus plan prior to December 31
of such Prior Bonus Year. Notwithstanding any other provision of this Section, no Accrued Bonus
shall be payable pursuant to this Section 8(c) for any Prior Bonus Year with respect to which a
bonus amount was paid to and accepted by the Executive.
Notwithstanding anything to the contrary, to the extent that any payments under this 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 Executives separation from service but
for the operation of this sentence shall be made during the seventh month following the Executives
separation from service.
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(d) In the event that the provisions of this Section 8(c) are triggered, the Executive shall
resign from all offices and directorships of the Company and of all subsidiaries and affiliates of
the Company, upon payment to the Executive of the amount referred to in Section 8(c)(i).
(e) Release of Claims. The Companys obligation to provide the payments under this Section 8
is conditioned upon the Executives execution of an enforceable release of all claims (and upon the
expiration of all applicable rescission periods contained in such release) and his compliance with
all provisions of this Agreement. If the Executive chooses not to execute such a release (or
rescinds such release) or fails to comply with these provisions, then the Companys obligation to
compensate him ceases on the effective date of his termination except as to amount due to him under
Section 8(c)(i).
(f) Return of Confidential Documentation. Upon termination of his employment for any reason
whatsoever, the Executive shall return to the Company all working papers, computer equipment,
notebooks, strategic plans and other confidential documents and information, in any form
whatsoever.
9. Change in Control. In the event a person begins a tender or exchange offer, circulates a
proxy to stockholders, or takes other steps seeking to effect a Change in Control (as defined
below), the Executive agrees that he will not voluntarily leave the employ of the Company, and will
render the services contemplated under this Agreement, until such person has either abandoned or
terminated his or its efforts to effect a Change in Control or until three months after a Change in
Control has occurred. For the purposes of this Agreement, the term Change in Control shall mean:
(a) any person within the meaning of Section 14(d) of the Securities Exchange Act of 1934,
as amended (the Exchange Act), other than the Company, a subsidiary, or any employee benefit
plan(s) sponsored by the Company or any subsidiary, is or has become the beneficial owner, as
defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of 25 percent or more of the
combined voting power of the outstanding securities of the Company ordinarily having the right to
vote at the election of directors;
(b) individuals who constitute the Board on the effective date of this Agreement (the
Incumbent Board) have ceased for any reason to constitute at least a majority thereof (or a
majority of the Board as then constituted), provided that any person becoming a director subsequent
to the effective date of this Agreement whose election, or nomination for election by the Companys
stockholders, was approved by a vote of at least three-quarters of the directors comprising the
Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in
which such person is named as a nominee for director without objection to such nomination) shall
be, for purposes of this Plan, considered as though such person were a member of the Incumbent
Board;
(c) the closing of a reorganization, merger or consolidation of the Company, other than one
with respect to which all or substantially all of those persons who were the beneficial owners,
immediately prior to such reorganization, merger or consolidation, of outstanding securities of the
Company ordinarily having the right to vote in the election of
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directors own, immediately after such transaction, more than three-quarters of the outstanding
securities of the resulting corporation ordinarily having the right to vote in the election of
directors;
(d) the closing of a sale or other disposition of all or substantially all of the assets of
the Company, other than to a subsidiary; or
(e) the complete liquidation and dissolution of the Company.
10. Covenants of Executive. The Executive acknowledges that: (i) the business of the Company
and its affiliates, as currently conducted 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
by the Company on a world-wide basis (the Companys Market); (ii) the Business involves providing
design, engineering and manufacture of certain vacuum and heat transfer equipment, including but
not limited to steam condensers, steam jet ejectors, shell and tube heat exchangers, plate and
frame heat exchangers, Heliflow heat exchangers, liquid ring vacuum pumps and rotary piston pumps;
(iii) the Company has developed trade secrets and confidential information concerning the Business;
and (iv) the agreements and covenants contained in this Section 10 are essential to protect the
Business. In order to induce the Company to enter into this Employment Agreement, the Executive
covenants and agrees that:
(a) Agreement Not To Compete. For a period of 18 months after the termination of Executives
employment with the Company for any reason (such period of time hereinafter referred to as the
Restricted Period), neither the Executive nor any entity of which 20 percent or more of the
beneficial ownership is held by the Executive or a person related to the Executive by blood or
marriage (Controlled Entity) will, anywhere in the Companys Market, directly or indirectly own,
manage, operate, control, invest or acquire an interest in, or otherwise engage or participate in,
whether as a proprietor, partner, stockholder, director, officer, member manager, employee or
otherwise any business which competes in the Companys Market with the Business, without the prior
written consent of the Company. Notwithstanding any other provisions of this Agreement, the
Executive may make a passive investment in any publicly-traded company or entity in an amount not
to exceed five percent of the voting stock of any such company or entity.
(b) Agreement Not To Interfere in Business Relationships.
(i) During the Restricted Period, neither the Executive nor any Controlled Entity will
directly or indirectly solicit, induce or influence any customer, or any other person which has a
business relationship with the Company or any affiliate, or which had on the date of this Agreement
such a relationship with the Company or any affiliate, to discontinue or reduce the extent of such
relationship with the Company or any affiliate in the Companys Market.
(ii) During the Restricted Period, neither the Executive nor any Controlled Entity will (1)
directly or indirectly recruit, solicit or otherwise induce or influence any stockholder or
employee of the Company or any of its affiliates to discontinue such employment or other
relationship with the Company or any affiliate, or (2) employ or seek to
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employ, or cause any business which competes in the Companys Markets to employ or seek to
employ for any reason, any person who is then (or was at any time within six months prior to the
date the Executive or such business employs or seeks to employ such person) employed by the Company
or any affiliate without the prior written consent of the Company.
(c) Confidentiality. During the Restricted Period, neither the Executive nor any Controlled
Entity will directly or indirectly disclose to anyone, or use or otherwise exploit for the
Executives or any Controlled Entitys own benefit or for the benefit of anyone other than the
Company, any confidential information, including, without limitation, any confidential know-how,
trade secrets, customer lists, details of customer contracts, pricing policies, operational
methods, marketing plans or strategies, product development techniques or plans, business
acquisition plans and new personnel acquisition plans of the Company or any affiliate related to
the Business or any portion or phase of any scientific, engineering or technical information,
design, process, procedure, formula, improvement, discovery, invention, machinery or device of the
Company or any affiliate, whether or not in written or tangible form (all of the preceding is
hereinafter referred to as Confidential Information). The term Confidential Information does
not include, and there shall be no obligation hereunder with respect to, information that becomes
generally available to the public or the Companys competitors other than as a result of a
disclosure by the Executive or a Controlled Entity or any agent or other representative thereof.
Neither the Executive nor any Controlled Entity shall have any obligation hereunder to keep
confidential any Confidential Information to the extent disclosure is required by law, or
determined in good faith by the Executive to be necessary or appropriate to comply with any legal
or regulatory order, regulation or requirement; provided, however, that in the event disclosure is
required by law, the Executive or the Controlled Entity concerned shall provide the Company with
prompt advance written notice of such requirement so that the Company may seek an appropriate
protective order. It is understood that in any new employment, the Executive may use his ordinary
skill and non-confidential knowledge, even though said skill and non-confidential knowledge may
have been gained at the Company. The Executives obligations under this Section 10(c) shall be in
addition to, not in substitution for, any common law fiduciary duties the Executive has to the
Company regarding information acquired during the course of his employment.
(d) Intellectual Property. The Executive shall communicate to the Company full information
concerning all inventions, improvements, discoveries, formulas, processes, systems of organization,
management procedures, software or computer applications (hereinafter, collectively, Intellectual
Property) made or conceived by him either solely or jointly with others while in the employ of the
Company, whether or not perfected during his period of employment and which shall be within the
existing or contemplated scope of the Companys business during his employment. The Executive will
assist the Company and its nominees in every way at the Companys expense in obtaining patents for
such Intellectual Property as may be patentable in any and all countries and the Executive will
execute all papers the Company may desire and assignments thereof to the Company or its nominees
and said Intellectual Property shall be and remain the property of the Company and its nominees, if
any, whether patented or not or assigned or not.
(e) Survival of Covenants. In the event of a termination of this Agreement, the covenants and
agreements contained in this Section 10 and in Sections 12 through 20 shall
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survive, shall continue thereafter, and shall not expire unless and except as expressly set
forth in this Section.
(f) Remedies. The parties to this Agreement agree that (i) if either the Executive or any
Controlled Entity breaches any provision of this Section 10, the damage to the Company and its
affiliates will be substantial, although difficult to ascertain, and money damages will not afford
an adequate remedy, and (ii) if either the Executive or any Controlled Entity is in breach of this
Agreement, or threatens a breach of this Agreement, the Company shall be entitled in its own right
and/or on behalf of one or more of its affiliates, in addition to all other rights and remedies as
may be available at law or in equity, to (1) injunctive and other equitable relief to prevent or
restrain a breach of this Agreement and (2) may require the breaching party to pay damages as the
result of any transactions constituting a breach hereof.
11. Indemnification of Executive. In the event the Executive is terminated for any reason, (a)
the Company will hold harmless and indemnify the Executive for all third party claims, actions or
other proceedings against the Executive initiated either prior to the termination of employment or
thereafter which relate to duties performed in good faith by the Executive while employed by the
Company; and (b) the Company will retain the Executive as named insured under any directors and
officers insurance policies it may have, for acts of the Executive during the time he served as an
officer of the Company. Additionally, all reasonable legal and other costs incurred by the
Executive to defend himself will be paid by the Company, as the Executive is billed for such costs,
within ten days of periodic submission to the Company of statements of charges of attorneys and
statements of other expenses incurred by the Executive in connection with such defense.
12. Effect of Waiver. The waiver by either party of a breach of any provision of this
Agreement 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 be
physically delivered or mailed by registered or certified mail, return receipt requested to the
parties at their respective addresses set forth hereinabove. Either party may from time to time
designate a different address for notices to be sent to such party by giving the other party due
notice of such different address.
14. Modification and Assignment. This Agreement shall not be modified or amended except by an
instrument in writing signed by the parties hereto. This Agreement and all of its terms and
conditions shall be binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, legal representatives, successors and assigns, including but not limited to any
corporation or other entity with or into which the Company is merged or consolidated or any other
successor of the Company. 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
execute the same or any monies due or to become due hereunder, this Agreement being intended to
secure the personal services of the Executive, and the Company shall not recognize any such
assignment, transfer, conveyance, pledge or encumbrance.
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15. Applicable Law. This Agreement and the rights and obligations of the parties hereunder
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. Any action or proceeding brought by
either party against the other arising out of or related to the Agreement shall be brought only in
a state court of competent jurisdiction located in the County of Monroe, State of New York or the
Federal District Court for the Western District of New York located in Monroe County, New York and
the parties hereby consent to the personal jurisdiction and venue of said courts.
16. Prior Agreements. This Agreement shall supersede any prior employment agreement,
arrangement or understanding between the Company and the Executive, without limitation, and shall
be effective from the date specified hereinabove.
17. Business Combinations. In the event of any sale, merger or any form of business
combination affecting the Company, including without limitation the purchase of assets or any other
form of business combination, the Company will obtain the express written assumption of this
Agreement by the acquiring or surviving entity from such combination, and failure of the Company to
obtain such an assumption will constitute a breach of this Agreement, entitling the Executive to
all payments and other benefits to be provided in the event of termination without cause provided
in Section 8.
18. Section 409A. This Agreement is intended to comply with Section 409A to the extent its
provisions are subject to that law. The parties agree that they will negotiate in good faith
regarding amendments necessary to bring this Agreement into compliance with the terms of that
Section or an exemption therefrom as interpreted by guidance issued by the Internal Revenue
Service, taking into account any limitations on amendments imposed by Section 409A or Internal
Revenue Service guidance. The parties further agree that to the extent the terms of this Agreement
fail to qualify for exemption from or satisfy the requirements of Section 409A, this Agreement may
be operated in compliance with Section 409A pending amendment to the extent authorized by the
Internal Revenue Service. In such circumstances the Company and the Executive will administer the
Agreement in a manner which adheres as closely as possible to the existing terms and intent of the
Agreement while complying with Section 409A.
19. Headings. The section headings of this Agreement are for convenience of reference only and
are not to be considered in the interpretation of the terms and conditions of this Agreement.
20. Invalidity or Unenforceability. If any term or provision of this Agreement is held to be
invalid or unenforceable, for any reason, such invalidity or unenforceability shall not affect any
other term or provision hereof and this Agreement shall continue in full force and effect as if
such invalid or unenforceable term or provision (to the extent of the invalidity or
unenforceability) had not been contained herein. If any court determines that any provision of
Section 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 may
be, and, in its reduced form, such provision shall then be enforceable.
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21. Counterparts. This Agreement may be executed in any number of counterparts, each of which
for all purposes shall be deemed to be an original.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have duly executed this agreement as of the day and
year first above written.
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GRAHAM CORPORATION
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By: |
/s/ James R. Lines
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Name: |
James R. Lines |
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Title: |
President and Chief Executive Officer |
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/s/ Jeffrey Glajch
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Jeffrey Glajch |
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STATE OF NEW YORK ) |
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ss: |
COUNTY
OF GENESEE ) |
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On
this 2nd day of March, 2009, before me personally came James R. Lines, to me known, who,
being by me duly sworn did depose and say that the above-named person resides in Lancaster, New
York, that said person is the President and the Chief Executive Officer of Graham Corporation, the
corporation described in and which executed the foregoing instrument; and that the above-named
person signed thereto by order of the Board of Directors of said corporation.
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/s/ Carole M. Anderson
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Notary Public |
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[notary stamped] |
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STATE OF NEW YORK ) |
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COUNTY OF GENESEE ) |
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On
the 2nd day of March, in the year 2009, before me came Jeffrey Glajch, who, being by me
duly sworn did depose and say that the above-named person resides in , New York, and
such person proved to me on the basis of satisfactory evidence to be the individual whose name is
subscribed to the above agreement and acknowledged to me that he executed the same in his
individual.
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/s/ Carole M. Anderson
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Notary Public |
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[notary stamped] |
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[Signature Page to the Employment Agreement of Jeffrey Glajch]
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