EXHIBIT 10.22
ADDENDUM TO EMPLOYMENT AGREEMENT
This Addendum to the Employment Agreement (this "Addendum") is made and entered
into effective as of this 21st day of December, by and between Aviall, Inc., a
Delaware corporation (the "Company") and Xxxx X. Xxxxxxxx (the "Executive").
Terms used in this Addendum with initial capital letters that are defined in the
Employment Agreement dated as of December 16, 1999, between the Company and the
Executive (the "Agreement") are used in this Addendum as so defined.
WHEREAS, Section 12.8 of the Agreement provides that the Agreement may not be
modified, amended, or terminated except by an instrument in writing, approved by
the Company and signed by the Executive and the Company;
WHEREAS, Section 9.1 of the Agreement provides that Executive will be offered
the Company's form of change of control severance agreement;
WHEREAS, Section 9.2 of the Agreement provides that the agreement evidencing the
grant of the Options will provide that upon the occurrence of a "Change of
Control" (as defined in the Severance Agreement), the Option will become fully
vested and exercisable;
WHEREAS, the Company and the Executive have adopted the Addendum to the
Severance Agreement and the Addendum to the Option Agreement amending the
definition of "Change of Control" (the "Change of Control Amendments");
WHEREAS, the parties want to evidence in writing the parties consent that the
Change of Control Amendments apply to the Agreement.
NOW, THEREFORE, for good and valuable consideration, the Company and the
Executive agree as follows:
1. The Executive consents and agrees to have the modification of the "Change of
Control" provisions set forth in the Addendum to the Severance Agreement and the
Addendum to the Option Agreement apply to the Agreement.
2. The Agreement, as modified by this Addendum, remains in full force and
effect.
IN WITNESS WHEREOF, the Company and the Executive have executed or caused to be
executed, this Addendum effective as of the day and year first written above.
AVIALL, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Dated: December 19, 2001
EXECUTIVE
By: /s/ Xxxx X. Xxxxxxxx
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Dated: December 19, 2001
