Varlen Corp Watch

from 10-Q ~5 pages Material contract

from 10-Q ~5 pages Material contract

from 10-Q 1 page Material contract

from 10-Q 1 page <page> Varlen Corporation 55 Shuman Boulevard Naperville, Il 60566 May 14, 1999 Mr. Richard A. Nunemaker 141 Cottage Hill Avenue Elmhurst, Ill. 60126 Dear Rick: This Letter Is Written in Reference to Your Participation in the Varlen Corporation Supplemental Executive Retirement Plan ("Serp"). Varlen Corporation (The "Company") Hereby Agrees That, Notwithstanding Anything to the Contrary in Section 12.9 of the Serp: (A) if the Internal Revenue Service Makes a Final Determination That Any Amount Paid to You Under the Serp Constituted a "Parachute Payment" as Defined in Section 280g of the Internal Revenue Code ("Code") and the Regulations Thereunder, You Will Not Be Required to Repay Such Amount to the Company or the Serp by Reason of Such Determination; and (B) the Company Will Reimburse You for Any Amounts You Are Required to Pay Pursuant to Section 4999 of the Code as a Result of Any Payments Made to You Pursuant to the Serp. Very Truly Yours, Varlen Corporation By: /S/ Greg A. Rosenbaum Agreed To: /S/ Richard A. Nunemaker May 14, 1999 - Richard A. Nunemaker

from 10-Q 1 page Material contract

from 10-Q 1 page <page> Varlen Corporation 55 Shuman Boulevard Naperville, Il 60566 May 14, 1999 Mr. Ray Jean 1815 N. Pond Lane Lake Forest, Ill. 60045 Dear Ray: This Letter Is Written in Reference to Your Participation in the Varlen Corporation Supplemental Executive Retirement Plan ("Serp"). Varlen Corporation (The "Company") Hereby Agrees That, Notwithstanding Anything to the Contrary in Section 12.9 of the Serp: (A) if the Internal Revenue Service Makes a Final Determination That Any Amount Paid to You Under the Serp Constituted a "Parachute Payment" as Defined in Section 280g of the Internal Revenue Code ("Code") and the Regulations Thereunder, You Will Not Be Required to Repay Such Amount to the Company or the Serp by Reason of Such Determination; and (B) the Company Will Reimburse You for Any Amounts You Are Required to Pay Pursuant to Section 4999 of the Code as a Result of Any Payments Made to You Pursuant to the Serp. Very Truly Yours, Varlen Corporation By: /S/ Greg A. Rosenbaum Agreed To: /S/ R. A. Jean May 14, 1999 - Raymond Jean

from 10-Q 1 page Material contract

from 10-Q ~10 pages Material contract

from 10-Q ~10 pages Material contract

from 10-Q ~10 pages Material contract

from 10-Q 1 page <page> Varlen Corporation 55 Shuman Boulevard Naperville, Il 60566 May 14, 1999 Mr. Ray Jean 1815 N. Pond Lane Lake Forest, Ill. 60045 Dear Ray: This Letter Constitutes an Amendment to the Change of Control Agreement Dated April 8, 1999 Between You and Varlen Corporation ("Agreement"). Pursuant to Section 6 of the Agreement, the Agreement Is Hereby Amended Effective April 8, 1999 by Adding the Following Section 10(b), and Relettering Sections 10(b) Through (F) as Sections 10(c) Through (G): B. This Agreement Is in Lieu of Any Other Payments Due to the Executive Exclusively as a Result of a Change in Control and Supersedes Any Prior Agreement Between the Executive and the Company With Respect to the Subject Matter Hereof. Please Signify Your Consent to This Amendment to the Agreement by Signing This Letter in the Space Provided Below. Very Truly Yours, Varlen Corporation By: /S/ Greg A. Rosenbaum Agreed To: /S/ R. A. Jean May 14, 1999 - Raymond Jean

from 10-Q ~10 pages Material contract

from 10-Q ~5 pages Material contract

from 10-Q ~20 pages Material contract

from 10-Q ~5 pages Material contract

from 10-Q ~10 pages Material contract

from 10-Q ~20 pages Material contract

from 10-Q ~20 pages Material contract

from 10-Q ~20 pages Material contract

from 10-Q >50 pages Material contract