AMENDED AND RESTATED
SEVERANCE AND CHANGE IN CONTROL AGREEMENT
This Amended and Restated Severance and Change in Control
Agreement ("Agreement") made and entered into as of the 1st
day of August, 2000, by and between AAR CORP., a Delaware
corporation ("Company"), and Xxxxxxx X. Xxxxx ("Employee").
WHEREAS, the Company currently employs Employee as an employee at will in the
capacity of Vice President, Controller and Chief Accounting Officer; and
WHEREAS, Employee desires the Company to pay Employee certain severance payments
upon a Change in Control of AAR CORP. and upon termination of employment prior
to a Change in Control; and
WHEREAS, the Company is willing to pay Employee severance payments under certain
circumstances if Employee agrees to confidentiality, non-compete and certain
other covenants.
NOW, THEREFORE, in consideration of the mutual agreements herein set forth and
other good and valuable consideration, the parties hereto agree as follows:
1. EMPLOYMENT. Employee will continue employment with the Company as an at
will employee subject to the terms and conditions hereinafter set forth.
2. DUTIES. During the continuation of Employee's employment, Employee shall:
(a) well and faithfully serve the Company and do and perform assigned
duties and responsibilities in the ordinary course of Employee's
employment and the business of the Company (within such limits as the
Company may from time to time prescribe), professionally, faithfully
and diligently.
(b) devote Employee's full time, energy and skill to the business of the
Company and Employee's assigned duties and responsibilities, and to
the promotion of the best interests of the Company; provided that
Employee shall not (to the extent not inconsistent with Section 5
below) be prevented from (a) serving as a director of any corporation
consented to in advance in writing by the Company, (b) engaging in
charitable, religious, civic or other non-profit community activities,
or (c) investing his personal assets in such form or manner as will
not require any substantial services on Employee's part in the
operation or affairs of the business in which such investments are
made or which would detract from or interfere or cause a conflict of
interest with performance of Employee's duties hereunder.
(c) observe all policies and procedures of the Company in effect from time
to time applicable to employees of the Company including, without
limitation, policies with respect to employee loyalty and prohibited
conflicts of interest.
3. BENEFITS. Employee shall be entitled to participate, according to the
eligibility provisions of each, in such welfare plans (including but not
limited to medical, dental, life, accident and disability insurance
programs), vacation, retirement plans and other fringe benefits as may be
in effect from time to time and available to other officers of the Company
during Employee's employment term. Employee shall also be entitled to
participate in such additional executive fringe benefits as may be
authorized from time to time by the President and Chief Executive Officer
of the Company. Employee shall be eligible to participate in the Company's
Supplemental Key Employee Retirement Plan as an key employee participant.
4. CONFIDENTIAL INFORMATION, ASSIGNMENT OF INVENTIONS.
(a) Employee acknowledges that the trade secrets, confidential
information, secret processes and know-how developed and acquired by
AAR CORP. and its affiliates or subsidiaries (together the "Affiliated
Companies") are among their most valuable assets and that the value of
such information may be destroyed by unauthorized disclosure. All such
trade secrets, confidential information, secret processes and know-how
imparted to or learned by Employee in the course of his employment
with respect to the business of the Affiliated Companies (whether
acquired before or after the date hereof) will be deemed to be
confidential and will not be used or disclosed by Employee, except to
the extent necessary to perform Employee's duties and, in no event,
disclosed to anyone outside the employ of the Affiliated Companies and
their authorized consultants and advisors, unless (i) such information
is or has been made generally available to the public, (ii) disclosure
of such information is required by law in the opinion of Employee's
counsel (provided that written notice thereof is given to Company as
soon as possible but not less than 24 hours prior to such disclosure),
or (iii) express written authorization to use or disclose such
information has been given by the Company. If Employee ceases to be
employed by the Company for any reason, Employee shall not take any
electronically stored data, documents or other papers containing or
reflecting trade secrets, confidential information, secret processes,
know-how, or computer software programs from Company. Employee
acknowledges that Employee's employment hereunder will place Employee
in a position of utmost confidence and that Employee will have access
to confidential information concerning the operation of the business
of the Affiliated Companies, including, but not limited to,
manufacturing methods, developments, secret processes, know-how,
computer software programs, costs, prices and pricing methods, sources
of supply and customer names and relations. All such information is in
the nature of a trade secret
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and is the sole and exclusive property of the Affiliated Companies and
shall be deemed confidential information for the purposes of this
paragraph.
(b) Employee hereby assigns to the Company all rights that Employee may
have as author, designer, inventor or otherwise as creator of any
written or graphic material, design, invention, improvement, or any
other idea or thing whatever that Employee may write, draw, design,
conceive, perfect, or reduce to practice during employment with the
Company or within 120 days after termination of such employment,
whether done during or outside of normal work hours, and whether done
alone or in conjunction with others ("Intellectual Property"),
provided, however, that Employee reserves all rights in anything done
or developed entirely by Employee on Employee's own personal time and
without the use of any Company equipment, supplies, facilities or
information, or the participation of any other Company employee,
unless it relates to the Company's business or reasonably anticipated
business, or grows out of any work performed by Employee for the
Company. Employee will promptly disclose all such Intellectual
Property developed by Employee to the Company, and fully cooperate at
the Company's request and expense in any efforts by the Company or its
assignees to secure protection for such Intellectual Property by way
of domestic or foreign patent, copyright, trademark or service xxxx
registration or otherwise, including executing specific assignments or
such other documents or taking such further action as may be
considered necessary to vest title in Company or its assignees and
obtain patents or copyrights in any and all countries.
5. NON-COMPETE; SEVERANCE.
(a) Employee agrees that during Employee's continuation of employment with
the Company and for one (1) year thereafter so long as the Company
makes severance payments to Employee pursuant to subsections 5(b) or
5(c) below, Employee shall not, without the express written consent of
the Company, either alone or as a consultant to, or partner, employee,
officer, director, or stockholder of any organization, entity or
business, (i) take or convert for Employee's personal gain or benefit
or for the benefit of any third party, any business opportunities
which may be of interest to the Company or any Affiliated Company
which Employee becomes aware of during the term of his employment;
(ii) engage in direct or indirect competition with the Company or any
Affiliated Company within 100 miles of any location within the United
States of America or any other country where the Company or any
Affiliated Company does business from time to time during the term
hereof; (iii) solicit in connection with any activity which is
competitive with any of the businesses of the Company or any
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Affiliated Company, any customers of the Company or any Affiliated
Company; (iv) solicit for employment any sales, marketing or
management employee of Company or any Affiliated Company or induce or
attempt to induce any customer or supplier of the Company or any
Affiliated Company to terminate or materially change such
relationship. Company and Employee acknowledge the reasonableness of
the foregoing covenants not to compete and non-solicitation, including
but not limited to the geographic area and duration of time which are
a part hereof, and further, that the restrictions stated in this
Section 5 are reasonably necessary for the protection of Employer's
legitimate proprietary interests. This covenant not to compete may be
enforced with respect to any geographic area in which the Company or
any Affiliated Company does business during the term hereof. Nothing
herein shall prohibit Employee from being the legal or equitable
holder, solely for investment purposes, of less than 5% of the capital
stock of any publicly held corporation which may be in direct or
indirect competition with the Company or any Affiliated Company.
(b) The Company will pay Employee, upon termination of Employee's
employment by the Company prior to a Change in Control (as defined in
7(c)(i) below) for any reason other than Cause (as defined in 7(c)(iv)
below), severance each month for 12 months, in an amount (subject to
applicable withholding) equal to 1/12 of Employee's base salary; and,
further, if the Company pays discretionary bonuses to its officers for
the fiscal year in which Employee's employment is terminated, Employee
will be paid a bonus in a lump sum at the time any such bonuses are
paid to other officers or at such time as the Severance Period is
complete, whichever is later (with interest at prime rate plus one
percentage point from the earlier of such dates), (1) for the
completed fiscal year preceding termination if such bonus has not been
paid prior to termination, and (2) for the fiscal year in which
employment is terminated, prorata for the period prior to termination
of employment based on Employee's performance during such period;
provided, however, that (i) all such monthly payment obligations shall
terminate immediately upon Employee obtaining full time employment in
a comparable position in terms of salary level, and (ii) all such
payment obligations shall terminate or lapse immediately upon any
breach by Employee of Section 4 or 5(a) of this Agreement or if
Employee shall commence any action or proceeding in any court or
before any regulatory agency arising out of or in connection with
termination of Employee's employment.
(c) If Employee terminates Employee's employment or Employee's employment
is terminated by the Company for Cause (as defined below), the Company
may elect (but is not required to), by written notice thereof to
Employee, within five (5) days of any such termination of Employee's
employment with the Company prior to a Change in Control (as defined
below), to pay Employee severance as provided in and subject to the
provisions of subsection 5(b) above.
(d) Employee may terminate this Severance and Change in Control Agreement
effective immediately upon notice thereof in writing to Company at any
time while still employed within a sixty (60) calendar day period
immediately following the effective date of any reduction by Company
in (i) Employee's level of responsibility
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or position from that held by Employee as Vice President, Controller
and Chief Accounting Officer on the effective date of this Agreement,
or (ii) Employee's level of compensation, including retirement
benefits in effect immediately prior to any such change.
(e) If at any time, any clause or portion of this Section 5 shall be
deemed invalid or unenforceable by the laws of the jurisdiction in
which it is to be enforced by reason of being vague or unreasonable as
to duration, geographic scope, nature of activities restricted, or for
any other reason, this provision shall be considered divisible as to
such portions and the foregoing restrictions set forth in 5(a) shall
become and be immediately amended to include only such duration, scope
or restriction and such event as shall be deemed reasonable and
enforceable by the court or other body having jurisdiction to enforce
this Agreement; and the parties hereto agree that the restrictions, as
so amended, shall be valid and binding as though the invalid or
unenforceable portion had not been involved herein.
(f) The Employee acknowledges and agrees that the Company would be
irreparably harmed by violations of Section 4 or Section 5(a) above,
and in recognition thereof, the Company shall be entitled to an
injunction or other decree of specific performance with respect to any
violation thereof (without any bond or other security being required)
in addition to other available legal and equitable remedies.
6. TERMINATION OF EMPLOYMENT.
(a) Upon and after termination of employment howsoever arising, Employee
shall, upon request by Company:
(1) immediately return to the Company all correspondence, documents,
business calendars/diaries, or other property belonging to the
Company which is in Employee's possession,
(2) immediately resign from any office Employee holds with the
Company or any Affiliated Company; and
(3) cooperate fully and in good faith with the Company in the
resolution of all matters Employee worked on or was involved in
during Employee's employment with the Company. Employee's
cooperation will include reasonable consultation by telephone.
Further, in connection therewith, Employee will, at Company's
request upon reasonable advance notice and subject to Employee's
availability, make Employee available to Company in person at
Company's premises, for testimony in court, or elsewhere;
provided, however, that in such event, Company shall reimburse
all
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Employee's reasonable expenses and pay Employee a reasonable per
diem or hourly stipend.
7. CHANGE IN CONTROL.
(a) In the event (i) a Change in Control of AAR CORP. occurs and (ii) (A)
at any time during the 18 month period commencing on the date of the
Change in Control the Company terminates Employee's employment for
other than Cause or Disability, or Employee terminates Employee's
employment for Good Reason, in either case by written notice to the
other party (including the particulars thereof), and having given the
other party the opportunity to be heard with respect thereto, or (B)
Employee's employment with the Company terminates for any reason other
than Disability or death during the 30 day period commencing on the
expiration of the aforementioned 18 month period, then:
(1) The Company shall promptly pay to Employee, in a lump sum, a cash
payment in an amount equal to the sum of (A) all base salary
earned through the date of termination, (B) any annual cash bonus
earned by Employee for the fiscal year of the Company most
recently ended prior to the date of termination to the extend
unpaid on the date of termination, (C) a prorata portion of the
annual cash bonus, including the value of any restricted stock
grant in lieu of annual cash bonus, Employee would have earned
had Employee been employed by the Company on the last day of the
fiscal year in which the date of termination occurs (as if all
performance targets have been met or, in the event the bonus is
of the "discretionary" type, the bonus shall be based on a
percentage of base salary which is not less than percentage of
base salary received as bonus for the preceding fiscal year) that
is applicable to the period commencing on the first day of such
fiscal year and ending on the date of termination, and (D) any
and all other benefits and amounts earned by Employee prior to
the date of termination to the extent unpaid, all subject to
applicable withholding.
(2) The Company shall promptly pay to Employee in a lump sum, a cash
payment in an amount equal to three times Employee's total
compensation (base salary plus annual cash bonus) for either the
fiscal year of the Company most recently ended prior to the date
of termination, or the preceding fiscal year, whichever is the
highest total compensation, subject to applicable withholding.
Employee may elect to take payment of any amounts on a schedule
of Employee's own choosing; provided that such schedule shall be
completed no later than three years from the date of Employee's
termination of employment.
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(3) Employee and Employee's dependents shall continue to be covered
by, and receive employee welfare and executive fringe benefits
(including but not limited to medical, dental, life, accident and
disability insurance available to officers of the Company and
additional executive retirement and other fringe benefits
approved by the President and CEO of the Company) in accordance
with the terms of the Company's benefit plans and executive
fringe benefit programs, for three years following the date of
termination, and at no less than the levels Employee and
Employee's dependents were receiving immediately prior to the
Change in Control. Employee's dependents shall be entitled to
continued benefits coverage pursuant to the preceding sentence
for the balance of such three year period in the event of
Employee's death during such period. The period during which
Employee and Employee's dependents are entitled to continuation
of group health plan coverage pursuant to Section 4980B of the
Internal Revenue Code of 1986, as amended, and Part 6 of Title I
of the Employee Retirement Income Security Act of 1974, as
amended, shall commence on the date next following the expiration
of the aforementioned three year period.
(4) Employee shall receive an additional retirement benefit, over and
above that which Employee would normally be entitled to under the
Company's retirement plans or programs applicable to Employee,
equal to the
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actuarial equivalent of the additional amount that Employee would
have earned under such retirement plans or programs had Employee
accumulated three additional continuous years of service. Such
amount shall be paid to Employee in a cash lump sum payment on
the earlier to occur of Employee's termination of employment
following a Change in Control or Employee's Retirement Date,
together with a gross-up bonus in an amount equal to any federal,
state and local income taxes and excise taxes (including FICA and
any similar taxes) payable by Employee on such lump sum payment
and such gross-up bonus.
(5) The Company, at its expense, shall provide Employee with
outplacement services of a nationally recognized outplacement
firm of the Employee's choosing until the earlier of (a) the
Employee's attainment of employment, or (b) the date eighteen
(18) months from the date of Employee's termination of
employment; provided, however, that the cost of such outplacement
services shall not exceed 3.5% of the cash payment due to
Employee pursuant to subsection 7(a)(2) above.
(6) The amounts paid to Employee under this Change in Control
provision applicable to Employee shall be considered severance
pay in consideration of past service Employee has rendered to the
Company and in consideration of Employee's continued service from
the date hereof to entitlement of those payments.
(b) In the event that a Change in Control occurs, whether or not such
Change in Control has the prior written approval of a majority of the
Continuing Directors (as defined in the AAR CORP. Stock Benefit Plan),
and notwithstanding any conditions or restrictions related to any
Award granted to Employee under the Plan, all Options or Limited
Rights, or both, granted to Employee under the Plan will become
immediately exercisable and remain exercisable for the full remaining
life of the option whether or not Employee's employment continues, and
all restrictions on Restricted Stock granted to Employee under the
Plan will immediately lapse.
(c) For purposes of this Agreement
(i) "Change in Control" means the earliest of:
(1) any person (as such term is used in Section 13(d) of the
Securities Exchange Act of 1934, as amended ("Exchange
Act"), has acquired (other than directly from the Company)
beneficial ownership (as that term is defined in Rule 13d-3
under the Exchange Act), of more than 20% of the outstanding
capital stock of the Company entitled to vote for the
election of directors; or
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(2) the effective time of (i) a merger or consolidation or other
business combination of the Company with one or more other
corporations as a result of which the holders of the
outstanding voting stock of the Company immediately prior to
such business combination hold less than 60% of the voting
stock of the surviving or resulting corporation, or (ii) a
transfer of substantially all of the assets of the Company
other than to an entity of which the Company owns at least
80% of the voting stock; or
(3) the election over any period of time to the Board of
Directors of the Company without the recommendation or
approval of the incumbent Board of Directors of the Company,
of the lesser of (i) three directors, or (ii) directors
constituting a majority of the number of directors of the
Company then in office.
(ii) "Good Reason" means:
(1) a material reduction in the nature or scope of Employee's
duties, responsibilities, authority, power or functions from
those enjoyed by Employee immediately prior to the Change in
Control, or a material reduction in Employee's compensation
(including benefits), occurring at any time during the
two-year period immediately after the Change in Control; or
(2) if the incumbent in the position of President and CEO of the
Company on August 8, 1997 is not the President and CEO of
the Company at the time of termination, a good faith
determination by Employee that as the result of a Change in
Control and a material change in employment circumstances at
any time during the immediate two year period after the
Change in Control, Employee is unable to carry out
Employee's assigned duties and responsibilities in a manner
consistent with the practices, standards, values or
philosophy of the Company immediately prior to the Change in
Control; or
(3) a relocation of the primary place of employment of at least
100 miles.
(iii) "Disability" means:
(1) a physical or mental condition which has prevented Employee
from substantially performing Employee's assigned duties for
a period of
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180 consecutive days and which is expected to continue to
render Employee unable to substantially perform Employee's
duties on a full-time basis and otherwise meets the benefit
eligibility requirements of the Company's Long Term
Disability Welfare Benefit Plan or any executive program in
which Employee was a participant at the time of a Change in
Control. The Company will make reasonable accommodation for
any handicap of Employee as may be required by applicable
law.
In the event of termination by the Company for Disability after a
Change in Control, a good faith determination of the existence of
a Disability shall be made by resolution of the Compensation
Committee of the Board of Directors of the Company, in its sole
discretion, setting forth the particulars of the Disability which
shall be final and binding upon the Employee. The Company may
require the submission of such medical evidence as to the
condition of the Employee as it may deem necessary in order to
arrive at its determination of the occurrence of a Disability,
and Employee will cooperate in providing any such information.
Employee will be provided with reasonable opportunity to present
additional medical evidence as to the medical condition of
Employee for consideration prior to the Board making its
determination of the occurrence of a Disability.
Upon termination of Employment by Company for Disability after a
Change in Control, Employee will receive Disability payments
pursuant to the Company's short and long term Disability welfare
benefit plans then in effect according to the terms of such plans
and continue to be eligible to participate in the Company's
medical, dental and life insurance programs then in effect and
available to officers of the Company in accordance with their
terms for a period of 3 years from the date of such termination
of this Agreement.
(iv) "Cause" means:
(1) Employee engages, during the performance of Employee's
duties hereunder, in acts or omissions constituting
dishonesty, intentional breach of fiduciary obligation or
intentional wrongdoing or malfeasance;
(2) Employee intentionally disobeys or disregards a lawful and
proper direction of the Board or the Company; or
(3) Employee materially breaches the Agreement and such breach
by its nature, is incapable of being cured, or such breach
remains uncured
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for more than 10 days following receipt by Employee of
written notice from the Company specifying the nature of the
breach and demanding the cure thereof. For purposes of this
clause (3), a material breach of the Agreement that involves
inattention by Employee to Employee's duties under the
Agreement shall be deemed a breach capable of cure.
Without limiting the generality of the foregoing, the following
shall not constitute Cause for the termination of employment of
Employee or the modification or diminution of any of Employee's
authority hereunder:
(1) any personal or policy disagreement between Employee and the
Company or any member of the Board; or
(2) any action taken by Employee in connection with Employee's
duties hereunder, or any failure to act, if Employee acted
or failed to act in good faith and in a manner Employee
reasonably believed to be in and not opposed to the best
interest of the Company and Employee had no reasonable cause
to believe Employee's conduct was unlawful; or
(3) termination of Employee's employment for overall
unsatisfactory performance (including, but not limited to,
failure to meet financial goals).
Termination for Cause shall be limited to a good faith finding by
resolution of the Compensation Committee of the Board,. setting
forth the particulars thereof. Any such action shall be taken at
a regular or specially called meeting of the Compensation
Committee of the Board, after a minimum 10 days notice thereof to
Employee, with termination of Employee's employment with the
Company for Cause listed as an agenda item. Employee will be
given a reasonable opportunity to be heard at such meeting with
counsel present if Employee desires. Any such resolution shall be
final and binding.
Upon termination of employment by Company for Cause, no further
compensation or benefits shall accrue or be payable to Employee
by the Company, except for any compensation, bonus or other
benefits which have accrued to Employee prior to the date of any
such termination.
Nothing herein shall be construed to prevent the Company from
terminating Employee's employment at any time for any reason or
for no reason.
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(d) The Company will pay reasonable legal/attorney's fees (including
court costs and other costs of litigation) incurred by Employee
in connection with enforcement of any right or benefit under this
Agreement.
(e) The Company shall promptly pay Employee a gross-up bonus in an
amount equal to (i) all excise taxes payable under Section 280G
of the Internal Revenue Code on any amounts constituting "golden
parachute" payments, plus (ii) any federal, state, and local
income taxes and excise taxes (including FICA) payable by
Employee on such gross-up bonus in order to put Employee in the
same position Employee would have been in if the excise tax
provision (Section 280G) did not apply.
(f) The Company will continue to provide SKERP retirement benefits to
Employee and Employee's spouse at no less than the level they are
receiving or entitled to receive under the SKERP as it was in
effect immediately prior to the Change in Control.
8. CHANGES IN BUSINESS. The Company, acting through its Board of Directors,
will at all times have complete control over the Company's business and
retirement and other employee health and welfare benefit plans ("Plans").
Without limiting the generality of the foregoing, the Company may at any
time or times change or discontinue any or all of its present or future
operations or Plans (subject to their terms), may close or move any one or
more of its divisions or offices, may undertake any new servicing or sales
operation, may sell any one or more of its divisions or offices to any
company not controlled, directly or indirectly, by the Company or may take
any and all other steps which its Board of Directors, in its exclusive
judgment, shall deem desirable, and Employee shall have no claim or
recourse against the Company, its officers, directors or employees by
reason of such action except for enforcement of the provisions of Sections
5 and 7 of this Agreement.
9. SEVERANCE PAYMENT AS SOLE OBLIGATION. Except as expressly provided in
Sections 5 and 7 above, no further compensation, payments, liabilities or
benefits shall accrue or be payable to Employee upon or as a result of
termination of Employee's employment for any reason whatsoever except for
any compensation, bonus or other benefits which accrued to Employee prior
to the date of employment termination.
The amounts paid to the Employee under Section 5 and 7 of this Agreement
shall be considered severance pay in consideration of past services
Employee has rendered to the Company and in consideration of Employee's
continued service from the date hereof to entitlement to those payments.
10. NOTICES. Any notice or other instrument or thing required or permitted to
be given, served or delivered to any of the parties hereto shall be
delivered personally or deposited in the
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United States mail, with proper postage prepaid, telegram, teletype, cable
or facsimile transmission to the addresses listed below:
(a) If to the Company, to:
AAR CORP.
0000 X. Xxxx Xxxx Xxxx
Xxxx Xxxx, Xxxxxxxx 00000
Attention: Chairman
With a copy to:
AAR CORP.
0000 X. Xxxx Xxxx Xxxx
Xxxx Xxxx, Xxxxxxxx 00000
Attention: General Counsel
(b) If to Employee, to:
Xxxxxxx X. Xxxxx
000 X. Xxxxxx
Xxxx Xxxxx, XX 00000
or to such other address as either party may from time to time designate by
notice to the other. Each notice shall be effective when such notice and
any required copy are delivered to the applicable address.
11. NON-ASSIGNMENT.
(a) The Company shall not assign this Agreement or any rights or
obligations hereunder without the prior written consent of Employee,
and any attempted unpermitted assignment shall be null and void and
without further effect; provided, however, that, upon the sale or
transfer of all or substantially all of the assets of the Company, or
upon the merger by the Company into or the combination with another
corporation or other business entity, or upon the liquidation or
dissolution of the Company, this Agreement will inure to the benefit
of and be binding upon the person, firm or corporation purchasing such
assets, or the corporation surviving such merger or consolidation, or
the shareholder effecting such liquidation or dissolution, as the case
may be. After any such transaction, the term Company in this Agreement
shall refer to the entity which conducts the business now conducted by
the Company. The provisions of this Agreement shall be binding upon
and inure to the benefit of the estate and beneficiaries of Employee
and upon and to the benefit of the permitted successors and assigns of
the parties hereto.
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(b) The Employee agrees on behalf of Employee, Employee's heirs, executors
and administrators, and any other person or person claiming any
benefit under Employee by virtue of this Agreement, that this
Agreement and all rights, interests and benefits hereunder shall not
be assigned, transferred, pledged or hypothecated in any way by the
Employee or by any beneficiary, heir, executor, administrator or other
person claiming under the Employee by virtue of this Agreement and
shall not be subject to execution, attachment or similar process. Any
attempted assigned, transfer, pledge or hypothecation or any other
disposition of this Agreement or of such rights, interests and
benefits contrary to the foregoing provisions or the levy or any
execution, attachment or similar process thereon shall be null and
void and without further effect.
12. SEVERABILITY. If any term, clause or provision contained herein is declared
or held invalid by any court of competent jurisdiction, such declaration or
holding shall not affect the validity of any other term, clause or
provision herein contained.
13. CONSTRUCTION. Careful scrutiny has been given to this Agreement by the
Company, Employee, and their respective legal counsel. Accordingly, the
rule of construction that the ambiguities of the contract shall be resolved
against the party which caused the contract to be drafted shall have no
application in the construction or interpretation of this Agreement or any
clause or provision hereof.
14. ENTIRE AGREEMENT. This Agreement as amended and restated herein and the
other agreements referred to herein set forth the entire understanding of
the parties and supersede all prior agreements, arrangements and
communications, whether oral or written, pertaining to the subject matter
hereof.
15. WAIVER. No provision of this Agreement may be amended, modified, waived or
discharged unless such amendment, modification, waiver or discharge is
agreed to in writing signed by Employee and an authorized officer of the
Company. No waiver by either party hereto at any time of any breach by the
other party hereto of, or compliance with, any condition or provision of
this Agreement to be performed by such other party shall be deemed a waiver
of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time.
16. GOVERNING LAW. The validity, interpretation, construction and performance
of this Agreement shall be governed by and construed in accordance with the
laws of the State of Illinois without regard to its conflicts of law
principles.
17. EXECUTION. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original and which shall constitute but one and
the same Agreement.
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WITNESS the due execution of this Agreement by the parties hereto as of the day
and year first above written.
Employer:
AAR CORP.
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------
Title: Vice President
Employee:
/s/ Xxxxxxx X. Xxxxx
------------------------------
Xxxxxxx X. Xxxxx
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