EXHIBIT 10.7
EXECUTION COPY
EMPLOYMENT AGREEMENT AMENDMENT FOR W. XXXXXXXX XXXXXX
THIS EMPLOYMENT AGREEMENT AMENDMENT, dated as of January 17, 2002 (this
"AMENDMENT"), is made by and between TransDigm Holding Company, a Delaware
corporation (the "COMPANY"), and W. Xxxxxxxx Xxxxxx (the "EXECUTIVE").
WHEREAS, the Company and the Executive are parties to an employment
agreement, dated as of May 19, 1999 and effective as of December 3, 1998 (the
"EMPLOYMENT AGREEMENT"); and
WHEREAS, pursuant to Section 18 of the Employment Agreement, the parties
thereto may amend such agreement from time to time by an instrument in writing
that is executed by the Executive and the Chairman of the Compensation Committee
of the Board of Directors of the Company; and
WHEREAS, the Company and the Executive now desire to amend the Employment
Agreement as provided herein.
NOW THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements set forth below, the parties hereto agree as follows:
1. The third "WHEREAS" clause of the Employment Agreement shall be
amended to delete the phrase "(the "Effective Date") at the end thereof.
2. Section 1(j) of the Employment Agreement shall be amended to
revise the definition of Effective Date as follows:
"Effective Date" shall mean December 3, 2001.
3. Section 1(m)(v) of the Employment Agreement shall be amended to
change the reference to "Chief Executive Officer" to "Chairman."
4. Section 3(a) of the Employment Agreement shall be amended to
change the reference to "Chief Operating Officer" to "Chief Executive Officer."
5. Section 4(a) of the Employment Agreement shall be amended to
delete the figure "$225,000" and replace it with "$335,000."
6. Section 6(b)(i) of the Employment Agreement shall be amended to
change the reference to "fifteen" in the last line thereof to "eighteen."
7. Section 15(a) of the Employment Agreement shall be amended by
changing the notice provision for the Company's counsel to be delivered to the
attention of Xxxxx X. Xxxxxxxxxx.
8. Section 15(b) of the Employment Agreement shall be amended by
changing the notice provision for the Executive's counsel to read as follows:
Shearman & Sterling
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
9. In all other respects, the Employment Agreement shall remain in
full force and effect.
10. This Amendment may be executed in several counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the date
and year first above written.
TRANSDIGM HOLDING COMPANY
By: /s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
Chairman of the Compensation Committee
EXECUTIVE
/s/ W. Xxxxxxxx Xxxxxx
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W. Xxxxxxxx Xxxxxx
Accepted and agreed to for purposes of
Section 3(b) of the Employment Agreement
ODYSSEY INVESTMENT PARTNERS
FUND, LP
By: ODYSSEY CAPITAL PARTNERS,
LLC, its general partner
By: /s/ Xxxxxxx Xxxxxx
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Name:
Title:
