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Amendment No. 1 To Employment Agreement - NATCO GROUP INC - 11-9-2004

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Amendment No. 1 To Employment Agreement - NATCO GROUP INC - 11-9-2004 Powered By Docstoc
					Exhibit 10.1 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this "Amendment"), entered into as of September 30, 2004, amends that certain Employment Agreement (the "Employment Agreement") dated December 11, 2002 by and between NATCO Group Inc., a corporation organized and existing under the laws of the State of Delaware ("NATCO"), and Patrick M. McCarthy (the "Executive"). Capitalized terms used but not defined in this Amendment shall have the meaning set forth in the Employment Agreement WHEREAS, NATCO's Board of Directors (the "Board") has determined that it is in the best interests of NATCO and its stockholders to ensure that NATCO and its affiliates will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a termination of the Executive's employment in certain circumstances, including following a Change in Control as defined herein. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened termination of the Executive's employment in such circumstances and to provide the Executive with compensation and benefits arrangements upon such a termination which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations; and WHEREAS, NATCO desires to continue the Executive in the employment capacity hereinafter set forth and the Executive agrees to accept such employment on the terms and conditions hereinafter set forth; and WHEREAS, NATCO and the Executive mutually desire to amend the terms of the Employment Agreement as set forth below. NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, it is hereby agreed by and between NATCO and the Executive as follows: 1. Paragraph 8(b) of the Employment Agreement is hereby amended to insert "or by the Executive pursuant to Paragraph 13(f)" in the eighth line thereof, following the parenthetical "(as defined in Paragraph 13(j)(iv) hereof)". 2. Paragraph 13(b) of the Employment Agreement is hereby deleted and replace in its entirety by the following: (b) Termination by the Executive. If the Executive terminates this Employment Agreement for any reason other than Good Reason or a Transition Election, each as defined below, NATCO shall have no further obligations or responsibilities hereunder (except for Base Salary amounts earned but not yet paid to the Executive through the date of the Executive's termination) and the Executive shall not be entitled to receive any Bonus Compensation pursuant to Paragraph 5(a) of this Employment Agreement nor any severance pay specified in any severance plan or policy that NATCO presently has in effect or may establish in the future for employees of NATCO. Any Bonus Compensation that has been earned under the Bonus Plan, the payment of which has been deferred under the terms of the Bonus Plan, will be paid to the Executive in accordance with the terms of the Bonus Plan. Any benefits that have vested in the Executive at the time of such termination as a result of his participation in any of NATCO's benefit plans will be paid to the Executive, or to his estate or designated beneficiary, subject to the provisions of such plans.

3. Paragraph 13(d) of the Employment Agreement is hereby deleted and replace in its entirety by the following: (d) Termination by NATCO Without Cause or by the Executive for Good Reason. NATCO has the right, at any time during the Term, subject to all of the provisions hereof, to terminate the Executive's employment under this Employment Agreement and discharge the Executive without Cause. Furthermore, notwithstanding any other provision of this Employment Agreement, the Executive's employment under this Agreement may be terminated at any time during the Term by the Executive for Good Reason.

3. Paragraph 13(d) of the Employment Agreement is hereby deleted and replace in its entirety by the following: (d) Termination by NATCO Without Cause or by the Executive for Good Reason. NATCO has the right, at any time during the Term, subject to all of the provisions hereof, to terminate the Executive's employment under this Employment Agreement and discharge the Executive without Cause. Furthermore, notwithstanding any other provision of this Employment Agreement, the Executive's employment under this Agreement may be terminated at any time during the Term by the Executive for Good Reason. (i) In the event of termination of employment either by NATCO without Cause prior to the occurrence of a Change in Control or outside the Transition Period, each as defined below, or by the Executive for Good Reason prior to the occurrence of a Change in Control, the Executive shall be entitled to severance pay in accordance with any severance plan or policy that NATCO then has in effect. Any Bonus Compensation that has been earned under the Bonus Plan, the payment of which has been deferred under the terms of the Bonus Plan, will be paid to the Executive in accordance with the terms of the Bonus Plan. (ii) In the event of a termination of employment by NATCO without Cause during the Transition Period, the Executive shall be entitled to payment of: (1) his base salary and accrued vacation earned through the Date of Termination; (2) subject to the Executive complying with his obligations in Section 8(b) of the Employment Agreement, but in lieu of payment of one-year's base salary in consideration for Executive's agreement in Section 8(b) of the Employment Agreement, an amount equal to two times the Executive's then base salary plus an amount equal to the Executive's target bonus payable bi-weekly, in equal installments over the course of 18 months; (3) an amount equal to the Executive's pro rata bonus for the period ending with his Date of Termination, payable in accordance with the terms of the applicable bonus plan then in effect; and (4) reimbursement of COBRA payments made by the Executive for continuation of coverage for Mr. McCarthy and eligible dependents for up to 18 months following such termination. In addition, as of the Date of Termination, all of the Executive's then outstanding and unvested stock options shall become fully vested and the restrictions on all of his then outstanding restricted stock shall lapse. The Executive may exercise those stock options and any other of his stock options that are outstanding and then vested, at any time on or before the date occurring 90 days after the termination date, but any such options not exercised by that date shall terminate and be canceled as of that date, and he shall no longer have any rights with respect to those options. 4. Paragraph 13(f) shall be deleted and a new Paragraph 13(f) shall be inserted following Paragraph 13(e), as follows: (f) Termination by the Executive through Transition Election. If the Executive is not named as NATCO's new Chief Executive Officer on or prior to December 31, 2005, the Executive agrees to work for NATCO for a period of at least nine months following the employment of a permanent Chief Executive Officer and, at the end of such nine-month period, he may elect on a one-time basis within 10 days of the end of such period (the "Transition Election") to terminate his employment and receive (1) his base salary and accrued vacation earned through the Date of Termination; (2) subject to the Executive complying with his obligations in Paragraph 8(b) of the Employment Agreement, but in lieu of payment of one-year's base salary in consideration for Executive's agreement in Paragraph 8(b) of the Employment Agreement, an amount equal to two times the Executive's then base salary only, payable bi-weekly, in equal installments over the course of 18 months; (3) an amount equal to the Executive's pro

rata bonus for the period ending with his Date of Termination, payable in accordance with the terms of the applicable bonus plan then in effect; and (4) reimbursement of COBRA payments made by the Executive for continuation of coverage for the Executive and eligible dependents for up to 18 months following such termination. In addition, as of the Date of Termination, all of the Executive's then outstanding and unvested stock options shall become fully vested and the restrictions on all of his then outstanding restricted stock shall lapse. The Executive may exercise those stock options and any other of his stock options that are outstanding and then vested, at any time on or before the date occurring 90 days after the termination date, but any such options not exercised by that date shall terminate and be canceled as of that date, and he shall no longer have any rights with respect to those options. 5. Paragraph 13(j) is hereby amended to add a new paragraph (vi) following paragraph (v), as follows:

rata bonus for the period ending with his Date of Termination, payable in accordance with the terms of the applicable bonus plan then in effect; and (4) reimbursement of COBRA payments made by the Executive for continuation of coverage for the Executive and eligible dependents for up to 18 months following such termination. In addition, as of the Date of Termination, all of the Executive's then outstanding and unvested stock options shall become fully vested and the restrictions on all of his then outstanding restricted stock shall lapse. The Executive may exercise those stock options and any other of his stock options that are outstanding and then vested, at any time on or before the date occurring 90 days after the termination date, but any such options not exercised by that date shall terminate and be canceled as of that date, and he shall no longer have any rights with respect to those options. 5. Paragraph 13(j) is hereby amended to add a new paragraph (vi) following paragraph (v), as follows: (vi) "Transition Period" means the period from September 7, 2004 through and including December 31, 2005. 6. A new Paragraph 13(k) is hereby inserted following Paragraph 13(j), as follows: (k) General. Any amounts payable pursuant to this Paragraph 13 shall be subject to standard withholding and other authorized deductions, and will be further subject to the requirements of Paragraph 14, below. The making of any severance payment by NATCO pursuant to this Agreement is subject to the Executive signing a general release with respect to labor and employment matters in substantially the form attached hereto as Exhibit A. 7. Paragraph 25 of the Employment Agreement is hereby amended to delete the "copy to" requirement and information. 8. The Executive hereby represents and warrants that the execution and performance of this Amendment will not result in or constitute a default, breach or violation, or an event which, with notice or lapse of time or both, would be a default, breach or violation, of any understanding, agreement or commitment, written or oral, express or implied, to which the Executive is a party or by which the Executive or his property is bound. 9. If any provision of this Amendment or the application hereof is held invalid, the invalidity shall not affect other provisions or application of this Amendment that can be given effect without the invalid provisions or application, and to this end the provisions of this Amendment are declared to be severable. 10. Each party has cooperated in the drafting and preparation of this Amendment. Hence, in any construction to be made of this Amendment, the same shall not be construed against any party on the basis of that party being the "drafter." 11. The Employment Agreement as amended by this Amendment supersedes all prior agreements between the parties concerning the subject matter hereof, other than any and all stock option and restricted stock agreements entered into by and between the Executive and NATCO, and this Amendment and Employment Agreement together constitute the entire Employment Agreement between the parties with respect thereto. The Employment Agreement, as amended hereby, may be modified only with a written instrument duly executed by each of the parties. No person has any authority to make any representations or promises on behalf of any of the parties not set forth herein and the Employment Agreement as amended hereby has not been executed in reliance upon any representation or promise except those contained herein.

12. This Amendment shall be governed by and construed in accordance with the laws of the State of Texas, without reference to principles of conflict of laws. 13. In entering into this Amendment, the parties represent that they have relied upon the advice of their attorneys, who are attorneys of their own choice, and that the terms of this Amendment and the Employment Agreement have been completely read and explained to them by their attorneys, and that those terms are fully understood and voluntarily accepted by them. 14. Except as modified hereby, the terms and provisions of the Employment Agreement shall remain in full force and effect on the date hereof. This Amendment may be executed in separate counterparts, each of which when

12. This Amendment shall be governed by and construed in accordance with the laws of the State of Texas, without reference to principles of conflict of laws. 13. In entering into this Amendment, the parties represent that they have relied upon the advice of their attorneys, who are attorneys of their own choice, and that the terms of this Amendment and the Employment Agreement have been completely read and explained to them by their attorneys, and that those terms are fully understood and voluntarily accepted by them. 14. Except as modified hereby, the terms and provisions of the Employment Agreement shall remain in full force and effect on the date hereof. This Amendment may be executed in separate counterparts, each of which when so executed and delivered will be deemed an original, but all of which together will constitute one and the same instrument. In witness of the agreement of the parties, the parties hereto have executed this Amendment as of the date first above written.
On behalf of NATCO GROUP INC. By: /s/ John U. Clarke -----------------------John U. Clarke Chairman and Interim Chief Executive Officer PATRICK M. MCCARTHY /s/ Patrick M. McCarthy ------------------------

EXHIBIT A RELEASE OF CLAIMS This Release of Claims (this "Release") is entered into and effective as of ____________, ____, by and between NATCO Group Inc., a Delaware corporation ("NATCO"), and Patrick M. McCarthy (the "Executive"). 1. In General. In consideration for the promises and payments received in the Employment Agreement, entered into as of December 11, 2002, by and between NATCO and Executive, as amended (the "Employment Agreement"), Executive irrevocably and unconditionally releases, waives and discharges all Claims (as defined in Section 2 below) that Executive has or may have through ______________, ____ (the "Separation Date") against the Released Parties (as defined herein), except that Executive is not releasing (i) any Claim that relates to Executive's right to enforce the Employment Agreement, (ii) any Claim against any Released Party for the failure of NATCO or any of its subsidiaries and controlled affiliated entities ("Subsidiaries") to provide to Executive any vested benefits or right under its employee benefit plans (if any) in which Executive is vested or entitled, (iii) any Claim that may arise based on acts or omission after the Separation Date, (iv) any Claim for defense and/or indemnification under the charter or bylaws of NATCO or any Subsidiary, any applicable agreement, any other corporate document or any statute, or (v) any defense that may be available to Executive with respect to any claim or cause of action that NATCO, any Subsidiary or any other Released Party may hereafter assert against Executive. For purposes of this Release, the "Released Parties" are NATCO and all Subsidiaries (including corporations, limited liability companies, partnerships, and joint ventures) and, with respect to each of NATCO and its Subsidiaries, each of their respective predecessors and successors and (to the extent relating to their positions or activities as such) past and present employees, officers, directors, shareholders, owners, partners, members, representatives, assigns, attorneys, as well as their employee benefit programs (and, in their capacities as such, the trustees, administrators, fiduciaries, and insurers of such programs), and any other persons acting by, through, under or in concert with any of the foregoing identified Released Parties. 2. Claims Released. Subject only to the exceptions noted in Section 1, EXECUTIVE IS VOLUNTARILY RELEASING ALL KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED CLAIMS, PROMISES, CAUSES OF ACTION, OR SIMILAR RIGHTS OF ANY TYPE THAT EXECUTIVE HAS

EXHIBIT A RELEASE OF CLAIMS This Release of Claims (this "Release") is entered into and effective as of ____________, ____, by and between NATCO Group Inc., a Delaware corporation ("NATCO"), and Patrick M. McCarthy (the "Executive"). 1. In General. In consideration for the promises and payments received in the Employment Agreement, entered into as of December 11, 2002, by and between NATCO and Executive, as amended (the "Employment Agreement"), Executive irrevocably and unconditionally releases, waives and discharges all Claims (as defined in Section 2 below) that Executive has or may have through ______________, ____ (the "Separation Date") against the Released Parties (as defined herein), except that Executive is not releasing (i) any Claim that relates to Executive's right to enforce the Employment Agreement, (ii) any Claim against any Released Party for the failure of NATCO or any of its subsidiaries and controlled affiliated entities ("Subsidiaries") to provide to Executive any vested benefits or right under its employee benefit plans (if any) in which Executive is vested or entitled, (iii) any Claim that may arise based on acts or omission after the Separation Date, (iv) any Claim for defense and/or indemnification under the charter or bylaws of NATCO or any Subsidiary, any applicable agreement, any other corporate document or any statute, or (v) any defense that may be available to Executive with respect to any claim or cause of action that NATCO, any Subsidiary or any other Released Party may hereafter assert against Executive. For purposes of this Release, the "Released Parties" are NATCO and all Subsidiaries (including corporations, limited liability companies, partnerships, and joint ventures) and, with respect to each of NATCO and its Subsidiaries, each of their respective predecessors and successors and (to the extent relating to their positions or activities as such) past and present employees, officers, directors, shareholders, owners, partners, members, representatives, assigns, attorneys, as well as their employee benefit programs (and, in their capacities as such, the trustees, administrators, fiduciaries, and insurers of such programs), and any other persons acting by, through, under or in concert with any of the foregoing identified Released Parties. 2. Claims Released. Subject only to the exceptions noted in Section 1, EXECUTIVE IS VOLUNTARILY RELEASING ALL KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED CLAIMS, PROMISES, CAUSES OF ACTION, OR SIMILAR RIGHTS OF ANY TYPE THAT EXECUTIVE HAS OR MAY HAVE AS OF THE SEPARATION DATE WITH RESPECT TO ANY RELEASED PARTY (IN SUCH RELEASED PARTY'S CAPACITY AS SUCH) THAT RELATE TO EXECUTIVE'S EMPLOYMENT WITH NATCO AND ITS SUBSIDIARIES AND/OR THE TERMINATION THEREOF ("CLAIMS"). Executive understands that the Claims Executive is releasing might arise under general employment policies or agreements between NATCO and Executive or under any constitution, law, regulation, or ordinance that may apply, including the United States Constitution, the Texas or other state constitution, federal, state and local statutes, regulations, other administrative guidance, or common law doctrines, such as, but not limited to, the following: Anti-discrimination statutes, such as the Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, Section 1981 of the Civil Rights Act of 1866, and Executive Order 11,246, which prohibit discrimination based on race, color, national origin, religion, or sex; the Equal Pay Act of 1963, which prohibits paying men and women unequal pay for the same work; the Americans With Disabilities Act of 1990 and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination based on disability; the Equal Employment Opportunity Act of 1972; and any other federal, state, or local laws prohibiting employment discrimination, all as amended.

Federal employment statutes, such as the Workers Adjustment and Retraining Notification Act of 1988, which requires that advance notice be given of certain work force reductions; the Employee Retirement Income Security Act of 1974, which, among other things, protects employee benefits; the Fair Labor Standards Act of 1938, as amended, which regulates wage and hour matters; the Family and Medical Leave Act of 1993, which requires employers to provide leaves of absence under certain circumstances; the National Labor Relations Act, as amended; and any other federal laws relating to employment, such as veterans' reemployment rights laws, all as amended.

Federal employment statutes, such as the Workers Adjustment and Retraining Notification Act of 1988, which requires that advance notice be given of certain work force reductions; the Employee Retirement Income Security Act of 1974, which, among other things, protects employee benefits; the Fair Labor Standards Act of 1938, as amended, which regulates wage and hour matters; the Family and Medical Leave Act of 1993, which requires employers to provide leaves of absence under certain circumstances; the National Labor Relations Act, as amended; and any other federal laws relating to employment, such as veterans' reemployment rights laws, all as amended. Other laws, such as any federal, state, or local human rights, fair employment, and other laws and regulations and/or executive orders prohibiting discrimination on account of age, race, sex, sexual orientation, national origin, religion, handicap, disability, marital status, citizenship, veterans status, or other protected category; any federal, state, or local laws restricting an employer's right to terminate employees, or otherwise regulating employment; any federal, state, or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith; any other federal, state, or local laws providing recourse for alleged wrongful discharge, breach of contract, tort, physical or personal injury, emotional distress, fraud, negligent misrepresentation, defamation, and similar or related claims. 3. Release of Age Discrimination Claims. THIS RELEASE ALSO SPECIFICALLY WAIVES ALL OF EXECUTIVE'S RIGHTS AND CLAIMS ARISING UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967 (29 U.S.C. SECTION 621 et seq.), AS AMENDED, AND THE OLDER WORKER'S BENEFIT PROTECTION ACT, AS AMENDED. It is understood that Executive is not waiving any rights or claims under the Age Discrimination in Employment Act of 1967, as amended, that may arise after this Release is executed. It is understood that Executive can waive rights or claims only in exchange for consideration that is in addition to anything of value to which Executive is already entitled. Executive understands that he has been given the opportunity to consult with his attorney and discuss the contents of this document and its meaning prior to executing this Release. Executive understands that he may consider his decision for 21 days before signing this Release. Executive acknowledges that he was offered 21 days in which to consider this Release. If Executive signs this Release prior to the end of the 21-day time period, he certifies that, in accordance with 29 CFR Section 1625.22 (e)(6), he knowingly and voluntarily decided to sign this Release after considering it less than 21 days and his decision to do so was not induced by NATCO through fraud, misrepresentation, or a threat to withdraw or alter the offer prior to the expiration of the 21-day time period. Executive understands that he may revoke this Release at any time within 7 days after he signs it and that this Release shall not become effective or enforceable until the 7-day revocation period has expired. If Executive wishes to revoke this Release during the 7 days after signing it, he will do so by sending notice of same to the attention of NATCO's General Counsel by fax (713/812-6654) and certified mail, return receipt requested (c/o NATCO Group Inc., Brookhollow Central III, Suite 700, 2950 N. Loop West, Houston, TX 77092). If after the passage of the 7-day period Executive does not intend to revoke this Release, he shall execute and return the attached statement evidencing his intent not to revoke this Release to NATCO's General Counsel as described above. Executive acknowledges and understands that the above-mentioned consideration will not be paid to him unless NATCO receives a properly executed original of the attached notice evidencing his intent not to revoke this Release. Executive's initials following this paragraph evidence his understanding and voluntary waiver of all Claims against NATCO including, but not limited to, those pursuant to the Age Discrimination in Employment Act and the Older Worker's Benefit Protection Act. Initials: __________

4. Pursuit of Released Claims. Executive represents that neither Executive nor his heirs, agents, representatives or attorneys have filed or caused to be filed any lawsuit, complaint, or charge with respect to any Claim that Executive is releasing in this Release of Claims. Executive represents that he has not brought or filed, and to the extent permitted by law will not bring or file, any claim, charge, or action with respect to any Claim against the Released Parties, or any of them, and, except as prohibited by law, agrees not to seek any recovery arising out of, based upon, or relating to matters released hereunder. This Release binds not only Executive in respect to these Claims, but it also binds his spouse, heirs, representatives, and legal assigns and successors.

4. Pursuit of Released Claims. Executive represents that neither Executive nor his heirs, agents, representatives or attorneys have filed or caused to be filed any lawsuit, complaint, or charge with respect to any Claim that Executive is releasing in this Release of Claims. Executive represents that he has not brought or filed, and to the extent permitted by law will not bring or file, any claim, charge, or action with respect to any Claim against the Released Parties, or any of them, and, except as prohibited by law, agrees not to seek any recovery arising out of, based upon, or relating to matters released hereunder. This Release binds not only Executive in respect to these Claims, but it also binds his spouse, heirs, representatives, and legal assigns and successors. 5. Non-Admission of Liability. Nothing in this Agreement shall be construed as an admission of liability by the Released Parties; rather, Executive and the Released Parties are resolving all matters arising out of the employeremployee relationship between NATCO and its Subsidiaries and Executive, as to each of which the Released Parties each deny any liability. Executive affirmatively acknowledges that this Release has been read in full, its terms and conditions are understood, and it is being freely signed. Executive understands that independent legal counsel may be consulted prior to signing this Release. IN WITNESS WHEREOF, Executive and NATCO have executed this Release as set forth below as of the date first set forth above.
"Executive" By: ----------------------------Patrick M. McCarthy "Company" NATCO Group Inc. By: ----------------------------Name: Title: State of ______________________ Section

County/Parish of _______________ Section SUBSCRIBED AND SWORN TO before me by __________________________ this _____ day of _______________ ____. (SEAL)

Seven-Day Notice TO: General Counsel NATCO Group Inc. Brookhollow Central III Suite 700 2950 N. Loop West Houston, TX 77092 Via Fax: 713/812-6654 Original Via Certified Mail, Return Receipt Requested I, ______________________________, acknowledge that I have had 7 days in which to consider my consent and agreement to this Release and I have elected (please initial the appropriate blank):
______ not to revoke the Release. ______ to revoke the Release.

Seven-Day Notice TO: General Counsel NATCO Group Inc. Brookhollow Central III Suite 700 2950 N. Loop West Houston, TX 77092 Via Fax: 713/812-6654 Original Via Certified Mail, Return Receipt Requested I, ______________________________, acknowledge that I have had 7 days in which to consider my consent and agreement to this Release and I have elected (please initial the appropriate blank):
______ not to revoke the Release. ______ to revoke the Release. __________________________________ State of ______________________ County/Parish of _______________ Section Section _____/_____/_____

SUBSCRIBED AND SWORN TO before me by _____________________ this _____ day of_______________ ____. (SEAL)

Exhibit 10.2 NATCO GROUP INC. FORM OF AMENDMENT NO. 1 TO SENIOR MANAGEMENT CHANGE IN CONTROL AGREEMENT(1) THIS AMENDMENT NO. 1 TO SENIOR MANAGEMENT CHANGE IN CONTROL AGREEMENT (this "Amendment"), dated as of September 30, 2004, amends that certain Senior Management Change in Control Agreement (the "CIC Agreement") dated __________ by and between NATCO Group Inc., a Delaware corporation (the "Company"), and ______________ (the "Executive"). WHEREAS, the Company's Board of Directors (the "Board") has determined that it is in the best interests of the Company and its stockholders to ensure that the Company and its affiliates will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a termination of the Executive's employment in certain circumstances, including following a Change in Control as defined herein. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened termination of the Executive's employment in such circumstances and to provide the Executive with compensation and benefits arrangements upon such a termination which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations who may seek to employ the Executive; and WHEREAS, the Company and the Executive mutually desire to amend the terms of the CIC Agreement as set forth below. NOW, THEREFORE, in order to accomplish these objectives, the Board has caused the Company to enter into this Amendment with the Executive, and it is hereby agreed as follows:

Exhibit 10.2 NATCO GROUP INC. FORM OF AMENDMENT NO. 1 TO SENIOR MANAGEMENT CHANGE IN CONTROL AGREEMENT(1) THIS AMENDMENT NO. 1 TO SENIOR MANAGEMENT CHANGE IN CONTROL AGREEMENT (this "Amendment"), dated as of September 30, 2004, amends that certain Senior Management Change in Control Agreement (the "CIC Agreement") dated __________ by and between NATCO Group Inc., a Delaware corporation (the "Company"), and ______________ (the "Executive"). WHEREAS, the Company's Board of Directors (the "Board") has determined that it is in the best interests of the Company and its stockholders to ensure that the Company and its affiliates will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a termination of the Executive's employment in certain circumstances, including following a Change in Control as defined herein. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened termination of the Executive's employment in such circumstances and to provide the Executive with compensation and benefits arrangements upon such a termination which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations who may seek to employ the Executive; and WHEREAS, the Company and the Executive mutually desire to amend the terms of the CIC Agreement as set forth below. NOW, THEREFORE, in order to accomplish these objectives, the Board has caused the Company to enter into this Amendment with the Executive, and it is hereby agreed as follows: 1. Paragraph 1 of the CIC Agreement is hereby amended to insert a new definition at the end of the paragraph as follows: (i) Transition Period. "Transition Period" means the period from September 7, 2004 through and including December 31, 2005. 2. Paragraph 4(b) of the CIC Agreement is hereby deleted. 3. The CIC Agreement is further amended by inserting new paragraphs 4A and 4B, immediately following current paragraph 4, as follows: 4A. Obligations of the Company Upon Termination of Executive's Employment During the Transition Period. (a) If the Company terminates the Executive's employment other than for Cause or the Executive terminates employment with the Company for Good Reason during the Transition Period, and no Change in Control has occurred, the Company will pay the following to the (1) Entered into between the Company and the following executives: Robert A. Curcio, Katherine P. Ellis, Richard W. FitzGerald, Richard D. Peters, Charles Frank Smith, Joseph H. Wilson and David R. Volz, Jr. 1

Exhibit 10.3 October 5, 2004 Mr. Nathaniel A. Gregory C/o Capricorn Management LLC

Exhibit 10.3 October 5, 2004 Mr. Nathaniel A. Gregory C/o Capricorn Management LLC 30 East Elm Street Greenwich, CT 06830 Dear Nat: Reference is made to the Separation Agreement dated July 28, 2004 between NATCO Group Inc. and you. Capitalized terms used but not defined in this letter are used as defined in the Separation Agreement. Section 4(c) of the Separation Agreement provides in part that Individual shall be entitled to receive the bonus otherwise payable to him under the Company's 2004 Bonus Plan, based on his period of employment during 2004 and that the financial component of Individual's bonus shall be based on the period January 1, 2004 through the Separation Date, shall be determined by the Board on or prior to October 7, 2004, and shall be payable to Individual on that date. The Parties acknowledge and agree that an October 7 date for payment of this portion of Individual's bonus will not permit sufficient time to review and calculate the payment, and that the portion of the payment due on October 7 that relates to the financial portion of the 2004 bonus payable to Individual shall not be due and payable until November 7, 2004. Nothing in this letter alters any other provision of the Separation Agreement, including but not limited to the Company's obligation to pay to Individual on or before October 7, 2004, cash in the amount of $989,389.25, subject to all required payroll, income and other tax withholdings and all other required deductions, but the Company will use reasonable efforts, consistent with applicable law, to minimize the amount of withholding, which remains in full force and effect. Please signify your agreement with the terms of this letter by signing below and returning a copy to the undersigned by fax to 713-812-6654. Sincerely yours,
/s/ John U. Clarke John U. Clarke Chairman and Interim Chief Executive Officer

Accepted and agreed, this __ day of October 2004:
/s/ Nathaniel A. Gregory Nathaniel A. Gregory

Exhibit 10.4 FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "Amendment") is made and entered into as of March 15, 2004 (the "Amendment Effective Date") by and among NATCO GROUP INC., a Delaware corporation (the "U.S. Borrower"); NATCO CANADA, LTD., a corporation formed under the laws of the Province of Ontario (the "Canadian Borrower"); AXSIA GROUP LIMITED, a company incorporated in

Exhibit 10.4 FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "Amendment") is made and entered into as of March 15, 2004 (the "Amendment Effective Date") by and among NATCO GROUP INC., a Delaware corporation (the "U.S. Borrower"); NATCO CANADA, LTD., a corporation formed under the laws of the Province of Ontario (the "Canadian Borrower"); AXSIA GROUP LIMITED, a company incorporated in England and Wales under the Companies Act of the United Kingdom (the "U.K. Borrower"); each of the lenders which is or may from time to time become a party to the Loan Agreement (as defined below) (individually, a "Lender" and, collectively, the "Lenders"), WELLS FARGO BANK, NATIONAL ASSOCIATION, acting as agent for the U.S. Lenders (in such capacity, together with its successors in such capacity, the "U.S. Agent"); HSBC BANK CANADA, acting as agent for the Canadian Lenders (in such capacity, together with its successors in such capacity, the "Canadian Agent"), and HSBC BANK PLC, acting as agent for the U.K. Lenders (in such capacity, together with its successors in such capacity, the "U.K. Agent"). The U.S. Borrower, the Canadian Borrower and the U.K. Borrower are herein collectively called the "Borrowers" and the U.S. Agent, the Canadian Agent and the U.K. Agent are herein collectively called the "Agents". RECITALS A. The Borrowers, the Lenders and the Agents executed and delivered that certain Loan Agreement (as amended, the "Loan Agreement") dated as of March 15, 2004. Any capitalized term used in this Amendment and not otherwise defined shall have the meaning ascribed to it in the Loan Agreement. B. The Borrowers, the Lenders and the Agents desire to amend the Loan Agreement in certain respects. NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and warranties herein set forth, and further good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the Lenders and the Agents do hereby agree as follows: SECTION 1. Amendment to Loan Agreement. On and after the Amendment Effective Date, clause (l) of the definition of "Permitted Liens" set forth in Section 1.1 of the Loan Agreement is hereby amended to read in its entirety as follows: (l) Liens securing the Export/Import Credit Facilities, subordinated to the Liens securing the Obligations in a manner acceptable to U.S. Agent, covering personal Property of the U.S. Borrower and its Subsidiaries covered by the Security Documents (other than equity interests in and to Subsidiaries of the U.S. Borrower and the SACROC Facility) SECTION 2. Ratification. Except as expressly amended by this Amendment, the Loan Agreement and the other Loan Documents shall remain in full force and effect. None of the

rights, title and interests existing and to exist under the Loan Agreement are hereby released, diminished or impaired, and the Borrowers hereby reaffirm all covenants, representations and warranties in the Loan Agreement. SECTION 3. Expenses. The Borrowers shall pay to the Agents all reasonable fees and expenses of their respective legal counsel (pursuant to Section 11.3 of the Loan Agreement) incurred in connection with the execution of this Amendment. SECTION 4. Certifications. The Borrowers hereby certify that (a) no event which could reasonably be expected to have a Material Adverse Effect has occurred and is continuing and (b) no Default or Event of Default has occurred and is continuing or will occur as a result of this Amendment. SECTION 5. Miscellaneous. This Amendment (a) shall be binding upon and inure to the benefit of the Borrowers, the Lenders and the Agents and their respective successors, assigns, receivers and trustees; (b) may

rights, title and interests existing and to exist under the Loan Agreement are hereby released, diminished or impaired, and the Borrowers hereby reaffirm all covenants, representations and warranties in the Loan Agreement. SECTION 3. Expenses. The Borrowers shall pay to the Agents all reasonable fees and expenses of their respective legal counsel (pursuant to Section 11.3 of the Loan Agreement) incurred in connection with the execution of this Amendment. SECTION 4. Certifications. The Borrowers hereby certify that (a) no event which could reasonably be expected to have a Material Adverse Effect has occurred and is continuing and (b) no Default or Event of Default has occurred and is continuing or will occur as a result of this Amendment. SECTION 5. Miscellaneous. This Amendment (a) shall be binding upon and inure to the benefit of the Borrowers, the Lenders and the Agents and their respective successors, assigns, receivers and trustees; (b) may be modified or amended only by a writing signed by the required parties; (c) shall be governed by and construed in accordance with the laws of the State of Texas and the United States of America; (d) may be executed in several counterparts by the parties hereto on separate counterparts, and each counterpart, when so executed and delivered, shall constitute an original agreement, and all such separate counterparts shall constitute but one and the same agreement and (e) together with the other Loan Documents, embodies the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, consents and understandings relating to such subject matter. The headings herein shall be accorded no significance in interpreting this Amendment. NOTICE PURSUANT TO TEX. BUS. & COMM. CODE SECTION 26.02 THE LOAN AGREEMENT, AS AMENDED BY THIS AMENDMENT, AND ALL OTHER LOAN DOCUMENTS EXECUTED BY ANY OF THE PARTIES PRIOR HERETO OR SUBSTANTIALLY CONCURRENTLY HEREWITH CONSTITUTE A WRITTEN LOAN AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

IN WITNESS WHEREOF, the Borrowers, the Lenders and the Agents have caused this Amendment to be signed by their respective duly authorized officers, effective as of the date first above written. NATCO GROUP INC, a Delaware corporation
By: /s/ Richard W. FitzGerald -----------------------------------Richard W. FitzGerald, Senior Vice President and Chief Financial Officer

NATCO CANADA, LTD., a corporation formed under the laws of the Province of Ontario
By: /s/ Richard W. FitzGerald -----------------------------------Richard W. FitzGerald, Vice President

AXSIA GROUP LIMITED, a company incorporated in England and Wales under the Companies Act of the

IN WITNESS WHEREOF, the Borrowers, the Lenders and the Agents have caused this Amendment to be signed by their respective duly authorized officers, effective as of the date first above written. NATCO GROUP INC, a Delaware corporation
By: /s/ Richard W. FitzGerald -----------------------------------Richard W. FitzGerald, Senior Vice President and Chief Financial Officer

NATCO CANADA, LTD., a corporation formed under the laws of the Province of Ontario
By: /s/ Richard W. FitzGerald -----------------------------------Richard W. FitzGerald, Vice President

AXSIA GROUP LIMITED, a company incorporated in England and Wales under the Companies Act of the United Kingdom
By: /s/ Richard W. FitzGerald -----------------------------------Richard W. FitzGerald, Authorized Signatory

WELLS FARGO BANK, NATIONAL ASSOCIATION, as U.S. Agent, Issuer of U.S. Letters of Credit, and a U.S. Lender
By: /s/ Scott Gildea -----------------------------------Name: Scott Gildea Title: Vice President

COMERICA BANK
By: /s/ Mona M. Foch -----------------------------------Name: Mona M. Foch Title: Senior Vice President Texas Division

HSBC BANK PLC, as U.K. Agent
By: /s/ DPS Hawkey -----------------------------------Name: David Peter Stanley Hawkey Title: Commercial Banking Manager

HSBC BANK CANADA, as Canadian Agent
By: /s/ Malcolm Tensley -----------------------------------Name: Malcolm Tensley Title: AVP, Commercial Banking By: /s/ Perry Englot -----------------------------------Name: Perry Englot Title: Vice President and Manager

SOUTHWEST BANK OF TEXAS, N.A.
By: /s/ Carmen Dunmire -----------------------------------Name: Carmen Dunmire Title: Senior Vice President

BANK OF AMERICA, N.A.
By: /s/ David A. Batson -----------------------------------Name: David A. Batson Title: VP

COMPASS BANK
By: /s/ R R Newman -----------------------------------Name: R. R. Newman Title: VP

The undersigned hereby join in this Amendment to evidence their consent to execution by Borrowers of this Amendment, to confirm that each Loan Document now or previously executed by the undersigned applies and shall continue to apply to the Loan Agreement, as amended hereby, to acknowledge that without such consent and confirmation, Lender would not execute this Amendment and to join in the notice pursuant to Tex. Bus. & Comm. Code Section 26.02 set forth above. NATIONAL TANK COMPANY, a Delaware corporation, and TOTAL ENGINEERING SERVICES TEAM, INC., a Louisiana corporation
By: /s/ Richard W. FitzGerald --------------------------------------Richard W. FitzGerald, Senior Vice President and Treasurer

AXSIA HOLDINGS LIMITED (formerly known as Starfish Acquisition Limited), a company incorporated in England and Wales under the Companies Act of the United Kingdom, AXSIA LIMITED, a company incorporated in England and Wales under the Companies Act of the United Kingdom, AXSIA SERCK BAKER

HSBC BANK CANADA, as Canadian Agent
By: /s/ Malcolm Tensley -----------------------------------Name: Malcolm Tensley Title: AVP, Commercial Banking By: /s/ Perry Englot -----------------------------------Name: Perry Englot Title: Vice President and Manager

SOUTHWEST BANK OF TEXAS, N.A.
By: /s/ Carmen Dunmire -----------------------------------Name: Carmen Dunmire Title: Senior Vice President

BANK OF AMERICA, N.A.
By: /s/ David A. Batson -----------------------------------Name: David A. Batson Title: VP

COMPASS BANK
By: /s/ R R Newman -----------------------------------Name: R. R. Newman Title: VP

The undersigned hereby join in this Amendment to evidence their consent to execution by Borrowers of this Amendment, to confirm that each Loan Document now or previously executed by the undersigned applies and shall continue to apply to the Loan Agreement, as amended hereby, to acknowledge that without such consent and confirmation, Lender would not execute this Amendment and to join in the notice pursuant to Tex. Bus. & Comm. Code Section 26.02 set forth above. NATIONAL TANK COMPANY, a Delaware corporation, and TOTAL ENGINEERING SERVICES TEAM, INC., a Louisiana corporation
By: /s/ Richard W. FitzGerald --------------------------------------Richard W. FitzGerald, Senior Vice President and Treasurer

AXSIA HOLDINGS LIMITED (formerly known as Starfish Acquisition Limited), a company incorporated in England and Wales under the Companies Act of the United Kingdom, AXSIA LIMITED, a company incorporated in England and Wales under the Companies Act of the United Kingdom, AXSIA SERCK BAKER LIMITED, a company incorporated in England and Wales under the Companies Act of the United Kingdom,

The undersigned hereby join in this Amendment to evidence their consent to execution by Borrowers of this Amendment, to confirm that each Loan Document now or previously executed by the undersigned applies and shall continue to apply to the Loan Agreement, as amended hereby, to acknowledge that without such consent and confirmation, Lender would not execute this Amendment and to join in the notice pursuant to Tex. Bus. & Comm. Code Section 26.02 set forth above. NATIONAL TANK COMPANY, a Delaware corporation, and TOTAL ENGINEERING SERVICES TEAM, INC., a Louisiana corporation
By: /s/ Richard W. FitzGerald --------------------------------------Richard W. FitzGerald, Senior Vice President and Treasurer

AXSIA HOLDINGS LIMITED (formerly known as Starfish Acquisition Limited), a company incorporated in England and Wales under the Companies Act of the United Kingdom, AXSIA LIMITED, a company incorporated in England and Wales under the Companies Act of the United Kingdom, AXSIA SERCK BAKER LIMITED, a company incorporated in England and Wales under the Companies Act of the United Kingdom, AXSIA HOWMAR LIMITED, a company incorporated in England and Wales under the Companies Act of the United Kingdom, and RICHARD MOZLEY LIMITED, company incorporated in England and Wales under the Companies Act of the United Kingdom
By: /s/ Richard W. FitzGerald --------------------------------------Richard W. FitzGerald, Authorized Signatory

EXHIBIT 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER OF NATCO GROUP INC. PURSUANT TO 15 U.S.C. SECTION 7241, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, John U. Clarke, certify that: 1. I have reviewed this quarterly report on Form 10-Q of NATCO Group Inc. ("the Registrant"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a - 15(e) and 15d - 15(e)) for the registrant and we have: a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in

EXHIBIT 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER OF NATCO GROUP INC. PURSUANT TO 15 U.S.C. SECTION 7241, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, John U. Clarke, certify that: 1. I have reviewed this quarterly report on Form 10-Q of NATCO Group Inc. ("the Registrant"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a - 15(e) and 15d - 15(e)) for the registrant and we have: a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 9, 2004 /s/ John U. Clarke -------------------------------John U. Clarke Interim Chief Executive Officer

EXHIBIT 31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER OF NATCO GROUP INC. PURSUANT TO 15 U.S.C. SECTION 7241, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Richard W. FitzGerald, certify that: 1. I have reviewed this quarterly report on Form 10-Q of NATCO Group Inc. ("the Registrant"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a - 15(e) and 15d - 15(e)) for the registrant and we have: a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 9, 2004 /s/ Richard W. FitzGerald -------------------------------Richard W. FitzGerald Senior Vice President and Chief Financial Officer

EXHIBIT 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF NATCO GROUP INC. PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004 filed with the Securities and Exchange Commission (the "Report"), I, John U. Clarke, Chief Executive Officer of NATCO Group Inc. (the "Company"), and, I, Richard W. FitzGerald, Senior Vice President and Chief Financial Officer of the Company, hereby certify, to my knowledge, that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ John U. Clarke -----------------------------------------------------Name: John U. Clarke - Interim Chief Executive Officer Date: November 9, 2004 /s/ Richard W. FitzGerald -----------------------------------------------------Name: Richard W. FitzGerald Date: November 9, 2004