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

Effective as of March 4, 2020 (the "Effective Date"), John N. Rice, Vice President of Sales, separated from Graham Corporation (the "Company"). The Company anticipates that it will enter into a severance agreement ("Agreement") with Mr. Rice, pursuant to which (i) he will continue to receive his base salary and Company paid health insurance coverage for six months following the Effective Date and (ii) he will be eligible to receive any amounts to which he would have been entitled to receive under the Company's cash bonus program had he remained employed by the Company through the fiscal year ending March 31, 2020 ("Fiscal 2020").

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the terms of any final executed Agreement, a copy of which will be attached as an exhibit to the Annual Report on Form 10-K for Fiscal 2020.

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