SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This SECOND AMENDMENT (the "Amendment"), made and entered into
effective as of the 15th day of May, 2002, by and between BE AEROSPACE, INC., a
Delaware corporation (the "Company"), and XXXXXX X. XXXXXXXXX (the "Executive").
WITNESSETH:
WHEREAS, the Company and the Executive entered into that certain
Employment Agreement, dated as of September 14, 2001;
WHEREAS, the Company and the Executive amended that certain Employment
Agreement effective September 14, 2001 (as amended, the "Agreement");
WHEREAS, the Executive and the Company now mutually desire to amend the
Agreement.
NOW, THEREFORE, effective as of the 15th day of May, 2002, the
Agreement shall be amended as follows:
1. Section 5(g)(i)(y) shall be amended to read as follows:
"(y) the sum of (a) any amounts previously distributed to the
Executive pursuant to Sections 5(e)(i)(a)(4), 5(g)(ii),
5(g)(iii), and 5(g)(iv), and (b) the then total of all
contributions made by the Company to the Retirement Trust
described in paragraph (iii) below."
2. The first sentence of Section 5(g)(iii)(b) shall be amended by inserting a
period (".") after the term "Termination Date" and deleting the remainder
of that sentence following that term.
3. Section 5(g)(iv) shall be amended by striking all references to "income
taxes" in the last sentence of that Section, and replacing them with:
"income and employment taxes"
4. The Agreement shall remain unchanged in all other respects.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed effective as of the day and year first above written.
EXECUTIVE COMPANY
BE AEROSPACE, Inc., a Delaware
corporation
/s/ Xxxxxx X. XxXxxxxxx By: /s/ X X Xxxxxx
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Xxxxxx X. XxXxxxxxx Name:
Title:
