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): March 3, 2005
GRAHAM CORPORATION
(exact name of registrant as specified in Charter)
Delaware 1-8462 16-1194720
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(State or other (Commission File Number) (IRS Employer
jurisdiction Identification Number)
of Incorporation)
20 Florence Avenue, Batavia, New York 14020
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(Address of principal executive offices)
Registrant's telephone number, including area code: (585) 343-2216
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N/A
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(Former name or former address, if changed since last report)
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):
Written communications pursuant to Rule 425 under the
-- Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the
-- Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b)
-- under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c)
-- under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry Into A Material Definitive Agreement
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(1) On March 3, 2005 the Compensation Committee of Graham
Corporation's Board of Directors and the Board of Directors
approved increased annual base salary for three of the
Company's named executive officers, as follows:
Officer and Title Salary
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J. Ronald Hansen $165,000
Vice President - Finance and Administration
and Chief Financial Officer
James R. Lines $163,000
Vice President and General Manager - Batavia
Stephen P. Northrup $155,125
Vice President and Chief Technology Officer
(2) On March 3, 2005 the Compensation Committee of Graham
Corporation's Board of Directors and the Board of Directors
amended the Graham Corporation Outside Directors' Long Term
Incentive Plan ("Plan"). The Plan credits Outside
Directors, defined as Directors who are not employees of the
Company, with Share Equivalent Units ("SEUs") for five fiscal
years during the term of such a director's service, subject
to the Company's attainment of certain performance
objectives. Upon termination of an Outside Director's
service, the Director may redeem each SEU for 1 share of
Graham Corporation common stock or, alternatively and subject
to the discretion of the Company, for the cash equivalent at
the closing price of the stock on the American Stock Exchange
on the date of termination of service, subject to certain
limitations.
Amendments approved on March 3, 2005: (a) change the
event triggering a grant of SEUs from attaining $500,000 in
consolidated net income for the fiscal year to attaining
budgeted consolidated net income for the fiscal year; and (b)
provide that the cash redemption value of each SEU upon
termination of service shall be the closing market price on
the date of termination of service, subject to a limitation
to the greater of either (i) the closing market price on the
date the SEU was granted, or (ii) sixteen dollars ($16.00)
per SEU.
A copy of the amended Plan is filed herewith as Exhibit
10.1.
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(c) Exhibits
Exhibit Number Description of Exhibits
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10.1 Graham Corporation Outside Directors' Long
Term Incentive Plan
SIGNATURES
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.
GRAHAM CORPORATION
(Registrant)
Date: March 8, 2005 By /s/ J. Ronald Hansen
__________________________
J. Ronald Hansen
Vice President - Finance
& Administration and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description of Exhibits
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10.1 Graham Corporation Outside Directors' Long
Term Incentive Plan