8-K

UNITES 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):   April 2, 2012

MET-PRO CORPORATION
(Exact name of registrant as specified in its charter)

Pennsylvania	001-07763	23-1683282
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification No.)

160 Cassell Road, P.O. Box 144
Harleysville, Pennsylvania	19438
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (215) 723-6751

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b)(c)(e)  On April 2, 2012, Neal E. Murphy was elected Vice President-Finance, Secretary, Treasurer, Chief Financial Officer and Chief Accounting Officer of Met-Pro Corporation.  Mr. Murphy assumes these positions from Gary J. Morgan (except that Mr. Morgan was Senior Vice President-Finance), who resigned these positions on April 2, 2012. Additionally, on April 2, 2012, Mr. Morgan resigned as a Director of Met-Pro Corporation.

Mr. Murphy’s election to these positions was anticipated by the Current Report on Form 8-K that the Company filed for an event dated February 7, 2012, and Mr. Morgan’s anticipated resignations were previously disclosed in Current Reports on Form 8-K for events dated October 4, 2011 and November 29, 2011.

Also on April 2, 2012, the Company and Mr. Murphy entered into a Key Employee Severance Pay Agreement that provides for a severance payment of 18 months of base salary in the event of an Involuntary Termination of Mr. Murphy’s Employment that shall occur during the 18 month period following a Change of Control (with such capitalized terms having the meaning ascribed to them by the agreement). The base salary amount to be paid is the amount that is in effect at the time of the Change of Control or thereafter, whichever is higher. Mr. Murphy’s base salary is currently $260,000 per year. The foregoing description is subject to the more precise terms of such agreement, which is filed as an exhibit to this Report.

Also on April 2, 2012, Paul A. Tetley was elected Vice President of Met-Pro Corporation and General Manager of Strobic Air Corporation, a wholly-owned subsidiary of Met-Pro Corporation. Immediately prior to this election, Mr. Tetley was Executive Vice President of Met-Pro Corporation.

Item 9.01.	Financial Statements and Exhibits
(10)(cp)	Key Employee Severance Pay Agreement dated April 2, 2012 between the Company and Neal E. Murphy.
99.1	Press Release dated April 5, 2012

SIGNATURE

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.

Date:  April 5, 2012	MET-PRO CORPORATION
	By: /s/ Raymond J. De Hont
	Raymond J. De Hont,
	President and Chief Executive Officer

Exhibit Index

Exhibit	Description
(10)(cp)	Key Employee Severance Pay Agreement dated April 2, 2012 between the Company and Neal E. Murphy.
99.1	Press Release dated April 5, 2012

EX-10.CP

Exhibit (10)(cp)

KEY EMPLOYEE SEVERANCE PAY AGREEMENT

This Key Employee Severance Pay Agreement (this “Agreement”)  is made as of this 2nd day of April,  2012 between MET-PRO CORPORATION, a Pennsylvania corporation with principal offices at 160 Cassell Road, Harleysville, Pennsylvania (the “Corporation”), and NEAL E. MURPHY, with an address of 1004 Rock Creek Road , West Chester, Pa. 19380 (the “Employee”).

RECITALS

A.        Employee has been employed as a Vice President of the Corporation since February 7, 2012 and as of the date of this Agreement he was appointed to the positions of Vice-President-Finance, Chief Financial Officer, Chief Accounting Officer, Secretary and Treasurer.

B.        In recognition of Employee’s status as a key employee and to provide the Employee with a deserved measure of security in the event of a change in control of the Corporation, the Corporation is willing to enter into this Agreement.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1.         Definitions.

(a)Change in Control.  A “Change in Control” shall be deemed to have occurred as of the date of the first of the following events occur:

(i)              If any “Person” (as hereafter defined) or “Group” (as hereafter defined) of Persons, which Person or Group of Persons is not part of present “Management” (as hereafter defined), acting alone or in concert, becomes the “Beneficial Owner”  (as hereafter defined) directly or indirectly of securities of the Corporation representing thirty (30%) percent or more of the combined voting power of the Corporation’s then outstanding securities; or

(ii)             If there occurs a change in the composition of the Board of Directors within any period of two years or less, as a result of which the individuals who constitute the “Continuing Directors” (as hereafter defined) cease for any reason to constitute at least a majority of the Board of Directors in office at the beginning of such period; or

(iii)            If the shareholders approve of: (a) a reorganization, merger, or consolidation, in each case with respect to which persons who were shareholders of the Corporation immediately prior to such transaction do not, immediately thereafter, own more than 50% of the combined voting power of the reorganized, merged or consolidated corporation’s then outstanding securities entitled to vote generally in the election of directors; or (b) the liquidation or dissolution of the Corporation; or (c) the sale of all or

- 1 -

substantially all of the Corporation’s assets; or

(iv)            If there shall be a change of control as defined by any other agreement or plan to which the Corporation is party.

(b)           Person.  A “Person”  is defined in same manner that the term “person” is defined and referred to in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Act”).

(c)           Continuing Directors. The “Continuing Directors” consist of the six persons who are members of the Board of Directors as constituted as of the date of this Agreement; provided, however, that any individual who becomes a Director subsequent to the date hereof whose election or nomination for election by the Corporation’s shareholders was approved by a vote of at least a majority of the Directors then comprising the Board of Directors of the Corporation shall be considered a Continuing Director; except that any individual whose initial election or appointment as a Director as a result of or in connection with either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board shall not be considered a Continuing Director.

(d)           Beneficial Owner of Securities.  A “Beneficial Owner of Securities” shall be as defined in Rule 13d-3 promulgated under the Act.

(e)           Management.  “Management” shall mean the officers of the Corporation in office at the effective date of this Agreement or their successors elected by a majority of the Continuing Directors, either alone or with any person who is a Continuing Director.

(f)           Compensation.  “Compensation” shall mean the annual base salary (exclusive of bonuses, sick leave, vacation pay, or other extra compensation or benefits) being paid to the Employee at the time when a Change in Control occurs or thereafter, whichever is higher.

(g)           Involuntary Termination of Employment.  “Involuntary Termination of Employment” shall mean

(i) Termination of employment without “Cause”; or

(ii)Termination of employment by the Employee for “Good Reason”;  provided, however, that a termination of employment by Employee for Good Reason shall not constitute an Involuntary Termination of Employment unless: (x) Employee first notifies the Corporation (for purposes of this subsection “Corporation” shall include any successor to the Corporation) in writing of the existence of an event constituting Good Reason within ninety (90) days of the initial existence of such event; (y) the Corporation fails to remedy the event constituting Good Reason within thirty (30) days of such notice; and (z) Employee’s

- 2 -

termination of  employment occurs no later than one (1) year following the initial existence of the event constituting Good Reason.

(h)           Cause.  “Cause” for the purposes of Section 1(g)(i) shall mean conviction for a felony, commission of any act constituting common law fraud, habitual drunkenness or drug abuse, significant malfeasance or nonfeasance of duty, or disloyalty to the Corporation.

(i)           Group.   “Group” shall be as used in Rule 13d-1 promulgated under the Act.

(j)           Good Reason.  “Good Reason” shall mean one or more of the following events: (i) a material diminution in Employee’s base compensation; (ii) a material diminution in Employee’s authority, duties, or responsibilities in effect immediately before such diminution; (iii) a material diminution in the budget over which Employee retains authority; or (iv) a material change in the geographic location at which Employee is required to perform services.

2.           Severance Pay.  In the event of a Change in Control of the Corporation and the Involuntary Termination of Employee’s Employment within eighteen (18) months thereafter, the Employee shall be entitled to receive severance pay equal to eighteen (18) months’ Compensation.  Such severance pay shall be due and payable in full at the time of Employee’s receipt of final payment of his regular compensation.

3.           Continued Performance by Employee.  In consideration of the granting of the benefits to him provided for by this Agreement, Employee agrees:

(a)           That he will continue to use his best efforts to perform his duties as assigned by the Corporation; and

(b)           That, in the event a Change in Control is pending or threatened, he will not voluntarily terminate his employment by the Corporation prior to an actual Change in Control, but will continue to perform his duties in the same manner and with the same effort as he had employed prior to the occurrence of such events.

4.           Rights to Terminate Employment.  This Agreement is not an employment agreement.  Nothing contained herein shall be deemed to preclude the present management of the Corporation or the Employee from terminating Employee’s employment, with or without cause, at any time.

5.           No Obligation to Maintain Reserves.  Nothing in this Agreement shall obligate the Corporation to set aside or earmark any of its assets to fund the obligation hereunder.

6.           Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the parties hereto, their heirs, executors, administrators, successors and assigns.

- 3 -

7.           Applicable Law.  This Agreement shall be interpreted under and governed by the laws of the State of Pennsylvania without giving effect to its conflict of laws provisions.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

	MET-PRO CORPORATION
/s/Neal E. Murphy	By:	/s/Raymond J. De Hont
Neal E. Murphy, Employee		Raymond J. De Hont, President

- 4 -

EX-99.1

Exhibit 99.1

Date:	April 5, 2012
For Release:	Immediate
Contact:	Investor Contact:
	Raymond J. De Hont	Joseph Hassett, SVP
	Chairman and Chief Executive Officer	Gregory FCA Communications
	215-723-6751	610-228-2110

Met-Pro Corporation Completes Financial Leadership Transition

Harleysville, PA, April 5, 2012 – Met-Pro Corporation (NYSE: MPR-News) today announced that effective April 2, 2012, Neal E. Murphy was elected Vice President-Finance, Chief Financial Officer, Secretary and Treasurer of the Company. Mr. Murphy’s election completes the Company’s orderly transition in its financial leadership. Mr. Murphy assumes these positions from Gary J. Morgan, who resigned these positions on April 2, 2012. Additionally, on April 2, 2012, Mr. Morgan resigned as a Director of Met-Pro Corporation.

Mr. Murphy is an accomplished financial executive with extensive experience working for both public and privately held companies.  He was most recently Vice President, Chief Financial Officer at Northern Tier Energy. Mr. Murphy also previously served as Vice President, Chief Financial Officer at Sunoco Logistics Partners, Quaker Chemical Corporation, International Specialty Products, and PQ Corporation. His previous experience also includes serving as President of Akzo PQ Silica. Mr. Murphy started his career at Coopers & Lybrand.

Mr. Murphy, age 55, earned a Bachelor of Science Degree in Accounting from Villanova University and a Master of Science Degree in Taxation from Widener University. He also completed the Advanced Management Program at the Harvard Business School.

About Met-Pro

Met-Pro Corporation, with headquarters at 160 Cassell Road, Harleysville, Pennsylvania, is a leading niche-oriented global provider of product recovery, pollution control, fluid handling and filtration solutions. The Company’s diverse and synergistic solutions and products address the world’s growing need for clean air and water, reduced energy consumption and improved operating efficiencies. Through its global sales organization, internationally recognized brands, and operations in North America, South America, Europe and The People's Republic of China, Met-Pro’s solutions, products and systems are sold to a well-diversified cross-section of customers and markets around the world. For more information, please visit www.met-pro.com.

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Certain information included in this news release, and other materials filed or to be filed with the Securities and Exchange Commission (as well as information included in oral or other written statements made or to be made by the Company), contain statements that are forward-looking. Such statements may relate to plans for future expansion, business development activities, capital spending, financing, the effects of regulation and competition, or anticipated sales or earnings results. Such information involves risks and uncertainties that could significantly affect results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by or on behalf of the Company. These risks and uncertainties include, but are not limited to, those relating to, the cancellation or delay of purchase orders and shipments, product development activities, goodwill impairment, computer systems implementation, dependence on existing management, the continuation of effective cost and quality control measures, retention of customers, global economic and market conditions, and changes in federal or state laws.

Met-Pro common shares are traded on the New York Stock Exchange, symbol MPR.

To obtain an Annual Report or additional information on the Company, please call 215-723-6751 and ask for the Investor Relations Department, or visit the Company’s website at www.met-pro.com.