ESPEY MFG. & ELECTRONICS CORP.
Executive Officer Contract
HOWARD PINSLEY AGREEMENT
AGREEMENT dated as of May 25, 2006, by and between Espey Mfg. & Electronics Corp., a New York
corporation having its principal place of business at 233 Ballston Avenue, Saratoga Springs, New York 12866
(the "Company") and Howard Pinsley, an individual residing at 5 Longwood Drive, Saratoga Springs, New
York, 12866 (the "Employee").
WHEREAS, the Employee has been a valued employee of the Company for many years, and is now President
and Chief Executive Officer of the Company;
WHEREAS, the Board of Directors of the Company has approved an extension of the provisions of an
agreement with the Employee originally dated as of July 1, 2002.
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties agree
1. RESIGNATION OR TERMINATION. Upon the Employee's resignation or termination during the Term (as
hereinafter defined) of this Agreement, the Employee shall become a non-executive officer of the Company for a
period of thirty-six (36) months from the date of such resignation or termination.
2. COMPENSATION AND DUTIES. In consideration of the Employee's services for a period equivalent to 5
days a month after his resignation or termination, and to perform duties as reasonably requested by the Company
and to comply with paragraph 5 herein, it is agreed as follows:
(A) The Employee shall receive $15,000 a month, and, to the extent permissible, all benefits being received at the
time of his resignation or termination for a period of three months, after the date of resignation or termination.
(B) At the end of the above three months, the Employee's compensation will change to $4,333.33 per month for
the next consecutive 33 months, and he shall receive all current benefits as above. The Employee shall be eligible
to participate, to the extent permissible, in new benefits should they occur during this period of time. For ESOP
and all other bene