STOCKER & YALE 1996 PROFIT SHARING PLAN
1. Stocker & Yale, Inc. will distribute a percentage of 1996 Earnings Before Interest and Tax ("EBIT") to a
group of its employees.
2. EBIT will be calculated according to Generally Accepted Accounting Principles for each of the two U.S
operating divisions as consolidated and presented in the audited Financial Statements for the Year Ending
December 31, 1996.
3. All employees who work a regularly scheduled work week and who are employed by the Company at
December 31, 1996 will be eligible to participate in the plan, with the following exceptions: (a) temporary
employees, and (b) Executive Officers and Directors of the Company.
4. A Profit Sharing Pool will be created for each of the operating divisions based on the following formulae:
Stilson / DieDraulic Division 4% of EBIT Salem Division 10% of EBIT
5. Distribution will be made as soon as possible after the receipt of audited financial statements, but in no case
later than April 30, 1996. No profit sharing distributions will be made to individuals who are not employed by the
Company as of the distribution date.
6. An amount equal to a minimum of 80% of the Profit Sharing Pool for each division will be distributed to
individual participants on the basis of 1996 W-2 income. [ Individual Distribution = (a) 80% of (b) the Profit
Sharing Pool for his/her division, multiplied by (c) an individual's W-2 income, divided by (d) the amount equal to
the sum of W-2 income for all individuals qualified to participate and receive distributions under the plan. ]
The remainder of up to 20% of the Profit Sharing Pool for each division will be distributed to employees on the
basis of merit at the discretion of senior management.