8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):   December 17, 2010

MET-PRO CORPORATION
(Exact name of registrant as specified in its charter)

Pennsylvania	001-07763	23-1683282
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification No.)

160 Cassell Road, P.O. Box 144
Harleysville, Pennsylvania	19438
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (215) 723-6751

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02(e). Compensatory Arrangements of Certain Officers.

On December 17, 2010 our Compensation and Management Development Committee of the Board of Directors awarded an aggregate of 12,315 restricted stock units (“RSUs”) to its non-employee Directors. Each RSU entitles the grantee to receive, from the Company, one Common Share at the one year anniversary vesting date in accordance with the terms of the award agreement.

On December 17, 2010 the Compensation and Management Development Committee of the Board of Directors also granted stock options to its senior management in the amount of 53,646 shares, pursuant to and under the terms of the Met-Pro Corporation 2001, 2005 and 2008 Equity Incentive Plans (the “Plans”).   These options are intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986 as amended.   The Committee also granted stock options to its senior management in the amount of 71,802 shares.  These options are non-statutory under the Plans and not intended to be an incentive stock option under Section 422.  All of the options have an exercise price of $12.18 per share, the fair market value of the Company’s common stock on the date of grant.  The options are exercisable in three annual installments commencing on December 17, 2011.  The options expire ten years from the grant date.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The Following exhibits are filed herewith:

(10)(ce)    A copy of the Standard Form for the Restricted Stock Unit Award Agreement dated December 17, 2010.

(10)(cf)     A copy of the Standard Form for the Incentive Stock Option Agreement dated December 17, 2010.

(10)(cg)    A copy of the Standard Form for the Employee Non-Qualified Stock Option Agreement dated December 17, 2010.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

      Date:  March 8, 2011

MET-PRO CORPORATION

By: /s/ Gary J. Morgan

Gary J. Morgan,

Senior Vice President - Finance and

Chief Financial Officer

Exhibit Index

Exhibit	Description
(10)(ce)	Standard Form for the Restricted Stock Unit Award Agreement dated December 17, 2010
(10)(cf)	Standard Form for the Incentive Stock Option Agreement dated December 17, 2010
(10)(cg)	Standard Form for the Employee Non-Qualified Stock Option Agreement dated December 17, 2010

EX-10.CE

Exhibit (10)(ce)

MET-PRO CORPORATION

STANDARD FORM FOR THE

RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of the 17th day of December, 2010, between MET-PRO CORPORATION, a Pennsylvania corporation (the “Company”), and _____________________, a non-employee Director of the Company (“Grantee”).

________________________________

Pursuant to and under the terms of the Met-Pro Corporation Year 2005 Equity Incentive Plan (the “Plan”), the Company hereby grants the Grantee Restricted Stock Units (“RSUs”) in respect of the Company’s Common Shares, par value $.10 per share (the “Common Shares”), on the following terms and conditions:

1.        GRANT OF RSUs.The Company hereby grants to Grantee [______________] RSUs.  The Common Shares covered by these RSUs are sometimes hereinafter referred to as the “RSU Shares”.  Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Plan.

2.         RESTRICTED STOCK UNITS. Each RSU entitles the Grantee to receive from the Company one Common Share at the Vesting Date (as defined below) in accordance with the terms of this Agreement and the Plan. As soon as practical after the Vesting Date, the Company shall deliver a certificate or certificates for the RSU Shares in payment for the RSUs, unless such payment is deferred in accordance with the terms and conditions of a Restricted Stock Units Deferral Election Agreement.

3.         VESTING.

(a)           Subject to Section 3(b) and Section 4 hereof and the other provisions hereof, the RSUs granted under this Agreement shall vest on December 17, 2011 (the “Vesting Date”).

(b)           Subject to Section 4 hereof, any portion of the RSUs that shall not yet be vested under the terms of Section 4(a) shall immediately and without action by any party become fully vested upon the earlier to occur of the following: (i) a Change of Control (as hereafter defined); (ii) the death of the Grantee; (iii) a declaration of permanent and total disability of the Grantee (as defined in Section 22(e) of the Internal Revenue Code) (hereafter, “permanent and total disability”) together with a declaration of Grantee’s eligibility for Social Security disability benefits; and (iv) any other cessation or termination of the Grantee’s services to the Company as a non-employee Director, other than in connection with the foregoing provisions of this Section 3(b) and other than as a result of a removal for cause; provided, however, that the portion of the RSUs that shall vest pursuant to the foregoing provisions of this Section 3(b)(iv) shall be the number of RSUs that as of such date are not vested multiplied by a fraction, the numerator of which is the number of months between the date of grant of the RSUs and the date of such cessation or termination, not to exceed twelve months, and the denominator of which is twelve, and any remaining portion of the RSUs that does not so vest shall terminate and shall not thereafter vest.

(c)           For purposes of this Agreement, (i) the term “Change in Control” shall have the same definition as set forth in any Key Employee Severance Agreement from time to time in effect

between the Company and any key employee of the Company; and (ii) the cessation of the Grantee’s services to the Company as a result of (A) retirement pursuant either to (X) a pension or retirement plan adopted by the Company or (Y) at or after the normal retirement date prescribed from time to time by the Company or (B) the decision  by the Company not to re-nominate the Grantee for election to the Board of Directors regardless of the reason therefore shall not be deemed to be a removal for cause.

4.TERMINATION OF RSUs.  All unvested RSUs shall immediately terminate without any further act by the Company andGrantee shall have no further rights hereunder, as follows:

(a)           Upon the date that the Grantee is removed for cause from service as a Director;

(b)           Upon the commission of any act for which either criminal or civil penalties may be sought;

(c)           Upon the willful violation of any of the Company’s written policies;

(d)          Upon engaging in any activity which is competition with the Company, or any parent or subsidiary of the Company; or

(e)          Upon any unauthorized disclosure of the confidential information or trade secrets of the Company or of any parent or subsidiary of the Company.

5.NONTRANSFERABILITY.  The RSUs granted pursuant to this Agreement may not be given, granted, sold, exchanged, transferred, pledged, assigned or ­otherwise encumbered or disposed of by the Grantee, excepting by Will or the laws of descent and distribution.

6.NO RIGHTS OTHER THAN THOSE EXPRESSLY CREATED.  Neither this Agreement, the RSUs, nor any action taken hereunder shall be construed as (i) giving the Grantee any right to be retained in the service of, or continue to be affiliated with, the Company, (ii) giving the Grantee any equity or interest of any kind in any assets of the Company, or (iii) creating a trust of any kind or a fiduciary relationship of any kind between the Grantee and the Company. As to any claim for any unpaid amounts or distributions under this Agreement, any person having a claim for payments shall be an unsecured creditor. The Grantee shall not have any of the rights of a shareholder with respect to any RSU Shares until such time as the underlying RSU has been vested and the RSU Shares have been issued.

7.DEFERRAL.  The Company’s executive officers shall be entitled to defer receipt of the RSU Shares subject to the term and conditions of a Restricted Stock Units Deferral Election Agreement.

8.COMPLIANCE WITH LAWS.

(a)           Tax Matters.

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(i)        In order to comply with all applicable federal, state and local tax laws or regulations, the Company may take such actions as it deems appropriate to ensure that all applicable federal, state and local payroll, withholding, income or other taxes are withheld or collected from the Grantee.

(ii)       In accordance with the terms of the Plan, and such rules as may be adopted by the Board under the Plan, the Grantee may elect to satisfy the Grantee’s federal, state and local tax withholding obligations arising from the receipt of, the vesting of or the lapse of restrictions relating to, the RSUs, by (A) delivering cash, check or money order payable to the Company, or (B) having the Company withhold a portion of the RSU Shares otherwise to be delivered having a Fair Market Value equal to the amount of such taxes.  The Company will not deliver any fractional RSU Shares but will instead round down to the next full number the amount of RSU Shares to be delivered.  The Grantee’s election must be made on or before the date that any such withholding obligation with respect to the RSUs arises.  If the Grantee fails to timely make such an election, the Company shall have the right to withhold a portion of the RSU Shares otherwise to be delivered having a Fair Market Value equal to the amount of such taxes.

(b)          Securities Law Compliance.  Upon vesting (or partial vesting) of the RSUs granted hereunder, the Grantee shall make such representations and furnish such information as may, in the opinion of counsel for the Company, be appropriate to permit the Company to issue or transfer the RSU Shares in compliance with the provisions of applicable federal or state securities laws. The Company, in its discretion, may postpone the issuance and delivery of RSU Shares until completion of such registration or other qualification of such shares under any Federal or state laws, or stock exchange listing, as the Company may consider appropriate. In addition, the Company may require that prior to the issuance or transfer of RSU Shares, the Grantee enter into a written agreement to comply with any restrictions on subsequent disposition that the Company deems necessary or advisable under any applicable federal and state securities laws. Share Certificates issued hereunder may be legended to reflect such restrictions.

(c)          General.  No RSU Shares shall be issued upon vesting of an RSU granted hereunder unless and until the Company is satisfied, in its sole discretion, that there has been compliance with all legal requirements applicable to the issuance of such RSU Shares.

9.MISCELLANEOUS.

(a)          Excepting as herein otherwise expressly provided, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their legal representatives, successors and assigns.

(b)          Notwithstanding anything to the contrary set forth herein, and notwithstanding any election made in the Restricted Stock Units Deferral Election Agreement, the Company reserves the right to deliver to the Grantee all of the RSU Shares granted pursuant to this Agreement and subject to any Restricted Stock Units Deferral Election Agreement at any time following the termination of the Grantee’s service with the Company or any of its subsidiaries.

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(c)          In the event of any conflict between the Plan and this Agreement, the terms of the Plan shall take precedence.  A provision set forth herein which is not addressed by the Plan shall be given effect to except to the extent to which it is in conflict with the Plan.

(d)          This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

MET-PRO CORPORATION
By:	/s/ Raymond J. De Hont,
	Raymond J. De Hont, President
	, Grantee

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EX-10.CF

Exhibit (10)(cf)

MET-PRO CORPORATION

STANDARD FORM FOR THE

INCENTIVE STOCK OPTION AGREEMENT

INCENTIVE STOCK OPTION AGREEMENT made as of the 17th day of December, 2010, between MET-PRO CORPORATION, a Pennsylvania corporation (the “Company”), and _______________, an employee of the Company (“Optionee”).

Pursuant to and under the terms of the Met-Pro Corporation _____ Equity Incentive Plan (the “Plan”), the Company hereby grants the Optionee the option to acquire Common Shares, par value $.10 per share, of the Company on the following terms and conditions:

1.        GRANT OF OPTION. The Company hereby grants to Optionee the right and option (the “Option”) to purchase up to __________ (_________) Common Shares, par value $.10 per share, of the Company (the “Shares”), to be transferred to the Optionee upon the exercise hereof, fully paid and nonassessable.  Under certain circumstances provided for herein, this Option is intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended; provided, however, under other circumstances provided for herein, this Option shall be deemed a non-qualified stock option.

2.        OPTION PRICE.  The exercise price of the Option shall be twelve dollars and eighteen cents ($12.18) per share.  The Company shall pay all original issue or transfer taxes on the exercise of the Option.

3.         VESTING OF OPTION.

(a)       Subject to Section 3(b) and Section 4 hereof and the other provisions hereof, the Option shall be exercisable commencing upon the date hereof as follows:

Number of Shares	Date first exercisable
	December 17, 2011
	December 17, 2012
	December 17, 2013

(b)       Any portion of the Option that shall not yet be exercisable under the terms of Section 3(a) shall immediately and without action by any party become exercisable upon the earlier to occur of the following: (i) a Change of Control (as hereafter defined); (ii) the death of Optionee; (iii) a declaration of permanent and total disability of the Optionee (as defined in Section 22(e) of the Internal Revenue Code)(hereafter, “permanent and total disability”) together with a declaration of Optionee’s eligibility for Social Security disability benefits; and (iv) the cessation of the Optionee’s services to the Company as an employee of the Company, other than voluntarily or for cause.

(c)       For purposes of this Agreement, (i) the term “Change in Control” shall have the same definition as set forth in any Key Employee Severance Agreement from time to time in effect between the Company and any key employee of the Company; and (ii) the cessation of Optionee’s services to the Company as a result of retirement pursuant either to (A) a pension or

retirement plan adopted by the Company or (B) at or after the normal retirement date prescribed from time to time by the Company, shall be deemed to be a cessation other than voluntarily or for cause. Optionee acknowledges that the acceleration of the vesting of the Option may result in this Option not qualifying as an incentive stock option if, as a result of such acceleration, more than $100,000 of this Option, together with any other incentive stock options held by Optionee, shall become exercisable for the first time in the year of such acceleration.

4.         EXPIRATION OF OPTION.

(a)       Subject to earlier expiration as provided for by Section 4(b), Section 4(c) or Section 4(d) hereof, the Option shall not be exercisable after and, if not previously exercised, shall expire at 5:00 P.M., Harleysville, PA time, on December 17, 2020.

(b)       If the Optionee’s services as an employee of the Company or of a parent or subsidiary corporation of the Company are terminated or shall otherwise cease without regard to the reason therefor, this Option shall expire prior to the date set forth in Section 4(a), as provided below:

(i)        One year after the date of termination or cessation of such services, if the termination or cessation is caused by permanent and total disability of the Optionee;

(ii)       One year after the date of death of the Optionee, (x) if such death occurs while Optionee is serving as an employee of the Company, or a parent or subsidiary corporation of the Company, or (y) if such death occurs prior to the expiration of three months after the cessation of serving as an employee of the Company; or

(iii)      Three (3) months after the date of termination or cessation of such services, if such termination or cessation is for any reason other than for any of those reasons set forth in Subsections (i) or (ii) above.

(c)       The provisions of Section 4(b) shall not be deemed to apply where Optionee has retired as an employee of the Company or has otherwise ceased to provide services to the Company as an employee and (i) such retirement, or cessation of services, occurs after Optionee has attained the age of 65 and has completed at least ten (10) years of service as an employee of the Company, or (ii) without regard to Optionee’s age, the retirement, or the other cessation of service as an employee of the Company, is as a result of Optionee’s permanent and total disability, and Optionee has completed at least ten (10) years of service as an employee of the Company and is eligible for Social Security disability benefits (either of such circumstances, a “Retirement after Extended Service”). In the event of a Retirement after Extended Service, this Option shall expire at the earlier of (i) two years after the date of such retirement or other cessation of services as an employee of the Company, or (ii) the expiration date provided for by Section 4(a) hereof.   Optionee acknowledges that any exercise of this Option after the time periods provided for in Section 4(b) hereof shall constitute a “disqualifying disposition” and will result in this Option not qualifying as an incentive stock option.

(d)       In addition to the earlier expirations provided for by Section 4(b) and 4(c) hereof, this Option, whether vested or not, shall expire prior to the date set forth in Section 4(a), without any further act by the Company, as follows:

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(i)        Upon the commission of any act for which either criminal or civil penalties may be sought;

(ii)       Upon the willful violation of any of the Company’s written policies;

(iii)      Upon engaging in any activity which is competition with the Company, or any parent or subsidiary of the Company; or

(iv)     Upon any unauthorized disclosure of the confidential information or trade secrets of the Company or of any parent or subsidiary of the Company.

(e)       No provision of Section 4(b) or Section 4(c) hereof shall be deemed to extend the expiration date of the Option beyond the expiration date set forth in Section 4(a) hereof.

(f)        In the event of death, Optionee’s rights may be exercised by the estate of the Optionee or by the person acquiring the right to exercise the Option by bequest, inheritance or by reason of the death of the Optionee.

5.         RESTRICTIONS ON SALE OF SHARES ACQUIRED UPON EXERCISE OF OPTION. Optionee acknowledges and agrees that, as is required in order for the Option to qualify as an incentive stock option, he will make no disposition of the Shares acquired upon exercise of the Option within two years from the date of the granting of the Option nor within one year after the Shares have been transferred to him. Any other disposition is deemed a “disqualifying disposition” and will result in this Option not qualifying as incentive stock option.

6.        NON-ASSIGNABILITY OF OPTION. The Option shall not be given, granted, sold, exchanged, transferred, pledged, assigned or ­otherwise encumbered or disposed of by Optionee, excepting by Will or the laws of descent and distribution, and, during the lifetime of Optionee, shall not be exercisable by any other person, but only by Optionee.

7.        METHOD OF EXERCISE OF OPTION.   Optionee shall notify the Company by written notice sent by registered or certified mail, return receipt requested, addressed to its President at its principal office, or by hand delivery to such person at such office, properly receipted.  The notice shall specify the number of Shares which Optionee desires to purchase under the Option (which number shall be in multiples of One Hundred (100) Shares, excepting any last unexercised amount of less than One Hundred (100) Shares), and shall be accompanied by a check payable to the order of the Company for the full exercise price of the Shares purchased.  Alternatively, Optionee may make payment for the Shares utilizing any of the payment methods permitted by the Plan.  As soon as practicable after the receipt of such written notice and payment, the Company shall, at its principal office, tender to Optionee a certificate or certificates issued in Optionee’s name evidencing the Shares thus purchased by Optionee hereunder.

8.        ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of changes in the outstanding Common Shares of the Company by reason of stock dividends, stock splits (whether forward or reverse), split-ups, recapitalization, mergers, consolidations, combinations, exchanges of shares, separations, reclassifications, reorganizations, or liquidations, the number of Shares issuable upon exercise of the Option, the Option price thereof and the number of

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Shares subject to vesting as set forth in Section 3(a) hereof shall be correspondingly adjusted by the Company.  Any such adjustment in the number of Shares and the price thereof shall apply proportionately only to the then unexercised portion of the Option.  If fractional shares would result from any such adjustment, the adjustment shall be revised to the next lower whole number of shares.

9.         NO RIGHTS AS SHAREHOLDER. Optionee shall have no rights as a shareholder in respect to the Shares as to which the Option shall not have been exercised and payment made as herein provided.

10.       BINDING EFFECT. Excepting as herein otherwise expressly provided, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their legal representatives, successors and assigns.

11.       CONFLICT. In the event of any conflict between the Plan and this Agreement, the terms of the Plan shall take precedence. A provision set forth herein which is not addressed by the Plan shall be given effect to except to the extent to which it is in conflict with the Plan.

12.       GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

MET-PRO CORPORATION
By:	/s/ Raymond J. De Hont
	Raymond J. De Hont
	Chairman, CEO & President
	, Optionee

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EX-10.CG

Exhibit (10)(cg)

MET-PRO CORPORATION

STANDARD FORM OF THE

EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENT

EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENT made as of the 17th day of December, 2010, between MET-PRO CORPORATION, a Pennsylvania corporation (the “Company”), and ____________________, an employee of the Company (“Optionee”).

Pursuant to and under the terms of the Met-Pro Corporation _____ Equity Incentive Plan (the “Plan”), the Company hereby grants the Optionee the option to acquire Common Shares, par value $.10 per share, of the Company on the following terms and conditions:

1.         GRANT OF OPTION. The Company hereby grants to Optionee the right and option (the “Option”) to purchase up to _________________ (________) Common Shares, par value $.10 per share, of the Company (the “Shares”), to be transferred to the Optionee upon the exercise hereof, fully paid and nonassessable.  This Option is a non-statutory stock option under the Plan and is not intended to be an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended.

2.         OPTION PRICE.  The exercise price of the Option shall be twelve dollars and eighteen cents ($12.18) per share.  The Company shall pay all original issue or transfer taxes on the exercise of the Option.

3.         VESTING OF OPTION.

(a)       Subject to Section 3(b) and Section 4 hereof and the other provisions hereof, the Option shall be exercisable commencing upon the date hereof as follows:

Number of Shares	Date first exercisable
	December 17, 2011
	December 17, 2012
	December 17, 2013

(b)       Any portion of the Option that shall not yet be exercisable under the terms of Section 3(a) shall immediately and without action by any party become exercisable upon the earlier to occur of the following: (i) a Change of Control (as hereafter defined); (ii) the death of Optionee; (iii) a declaration of permanent and total disability of the Optionee (as defined in Section 22(e) of the Internal Revenue Code)(hereafter, “permanent and total disability”) together with a declaration of Optionee’s eligibility for Social Security disability benefits; and (iv) the cessation of the Optionee’s services to the Company as an employee of the Company, other than voluntarily or for cause.

(c)       For purposes of this Agreement, (i) the term “Change in Control” shall have the same definition as set forth in any Key Employee Severance Agreement from time to time in effect between the Company and any key employee of the Company; and (ii) the cessation of Optionee’s services to the Company as a result of retirement pursuant either to (A) a pension or retirement plan adopted by the Company or (B) at or after the normal retirement date prescribed

from time to time by the Company, shall be deemed to be a cessation other than voluntarily or for cause.

4.         EXPIRATION OF OPTION.

(a)       Subject to earlier expiration as provided for by Section 4(b), Section 4(c) or Section 4(d) hereof, the Option shall not be exercisable after and, if not previously exercised, shall expire at 5:00 P.M., Harleysville, PA time, on December 17, 2020.

(b)       If the Optionee’s services as an employee of the Company or of a parent or subsidiary corporation of the Company are terminated or shall otherwise cease without regard to the reason therefor, this Option shall expire prior to the date set forth in Section 4(a), as provided below:

(i)        One year after the date of termination or cessation of such services, if the termination or cessation is caused by permanent and total disability of the Optionee;

(ii)       One year after the date of death of the Optionee, (x) if such death occurs while Optionee is serving as an employee of the Company, or a parent or subsidiary corporation of the Company, or (y) if such death occurs prior to the expiration of three months after the cessation of serving as an employee of the Company; or

(iii)       Three (3) months after the date of termination or cessation of such services, if such termination or cessation is for any reason other than for any of those reasons set forth in Subsections (i) or (ii) above.

(c)       The provisions of Section 4(b) shall not be deemed to apply where Optionee has retired as an employee of the Company or has otherwise ceased to provide services to the Company as an employee and (i) such retirement, or cessation of services, occurs after Optionee has attained the age of 65 and has completed at least ten (10) years of service as an employee of the Company, or (ii) without regard to Optionee’s age, the retirement, or the other cessation of service as an employee of the Company, is as a result of Optionee’s permanent and total disability, and Optionee has completed at least ten (10) years of service as an employee of the Company and is eligible for Social Security disability benefits (either of such circumstances, a “Retirement after Extended Service”). In the event of a Retirement after Extended Service, this Option shall expire at the earlier of (i) two years after the date of such retirement or other cessation of services as an employee of the Company, or (ii) the expiration date provided for by Section 4(a) hereof.

(d)       In addition to the earlier expirations provided for by Section 4(b) and 4(c) hereof, this Option, whether vested or not, shall expire prior to the date set forth in Section 4(a), without any further act by the Company, as follows:

(i)        Upon the commission of any act for which either criminal or civil penalties may be sought;

(ii)       Upon the willful violation of any of the Company’s written policies;

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(iii)      Upon engaging in any activity which is competition with the Company, or any parent or subsidiary of the Company; or

(iv)      Upon any unauthorized disclosure of the confidential information or trade secrets of the Company or of any parent or subsidiary of the Company.

(e)       No provision of Section 4(b) or Section 4(c) hereof shall be deemed to extend the expiration date of the Option beyond the expiration date set forth in Section 4(a) hereof.

(f)        In the event of death, Optionee’s rights may be exercised by the estate of the Optionee or by the person acquiring the right to exercise the Option by bequest, inheritance or by reason of the death of the Optionee.

5.        [Intentionally deleted]

6.        NON-ASSIGNABILITY OF OPTION. The Option shall not be given, granted, sold, exchanged, transferred, pledged, assigned or ­otherwise encumbered or disposed of by Optionee, excepting by Will or the laws of descent and distribution, and, during the lifetime of Optionee, shall not be exercisable by any other person, but only by Optionee.

7.         METHOD OF EXERCISE OF OPTION.   Optionee shall notify the Company by written notice sent by registered or certified mail, return receipt requested, addressed to its President at its principal office, or by hand delivery to such person at such office, properly receipted.  The notice shall specify the number of Shares which Optionee desires to purchase under the Option (which number shall be in multiples of One Hundred (100) Shares, excepting any last unexercised amount of less than One Hundred (100) Shares), and shall be accompanied by a check payable to the order of the Company for the full exercise price of the Shares purchased.  Alternatively, Optionee may make payment for the Shares utilizing any of the payment methods permitted by the Plan.  As soon as practicable after the receipt of such written notice and payment, the Company shall, at its principal office, tender to Optionee a certificate or certificates issued in Optionee’s name evidencing the Shares thus purchased by Optionee hereunder.

8.         ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of changes in the outstanding Common Shares of the Company by reason of stock dividends, stock splits (whether forward or reverse), split-ups, recapitalization, mergers, consolidations, combinations, exchanges of shares, separations, reclassifications, reorganizations, or liquidations, the number of Shares issuable upon exercise of the Option, the Option price thereof and the number of Shares subject to vesting as set forth in Section 3(a) hereof shall be correspondingly adjusted by the Company.  Any such adjustment in the number of Shares and the price thereof shall apply proportionately only to the then unexercised portion of the Option.  If fractional shares would result from any such adjustment, the adjustment shall be revised to the next lower whole number of shares.

9.         NO RIGHTS AS SHAREHOLDER. Optionee shall have no rights as a shareholder in respect to the Shares as to which the Option shall not have been exercised and payment made as herein provided.

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10.      BINDING EFFECT. Excepting as herein otherwise expressly provided, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their legal representatives, successors and assigns.

11.      CONFLICT. In the event of any conflict between the Plan and this Agreement, the terms of the Plan shall take precedence. A provision set forth herein which is not addressed by the Plan shall be given effect to except to the extent to which it is in conflict with the Plan.

12.      GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

MET-PRO CORPORATION
By:	/s/ Raymond J. De Hont
	Raymond J. De Hont
	Chairman, CEO & President
	, Optionee

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