AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
AMENDMENT
NO. 2 TO EMPLOYMENT AGREEMENT
AMENDMENT
NO. 2 TO EMPLOYMENT AGREEMENT (“Amendment No. 2”) made effectively as of the
17th
day of
December, 2007 by and between Aeroflex Incorporated, a Delaware corporation
(
together with its successors and assigns, the ACompany@)
and
Xxxx Xxxxxx (hereinafter the AEmployee@).
W
I T N E S S E T H:
WHEREAS,
the Company and Employee entered into an Employment Agreement dated November
6,
2003 (hereinafter the AEmployment
Agreement@);
and
WHEREAS,
the Employment Agreement was amended by Amendment No. 1 to the Employment
Agreement, dated March 11, 2005 which added a new paragraph 27 to the Employment
Agreement that, inter
alia,
provided
that the Employee, upon the termination of the Employment Term, would become
a
consultant to the Company for the compensation and on the terms set forth (the
“Consulting Arrangement”); and
WHEREAS
the Company and the Employee desire to modify the Employment Agreement, as
amended, as hereinafter set forth.
NOW,
THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
|
1.
|
Section
2(b) shall be amended and restated to read as
follows:
|
Term
of
Employment. The Term of Employment shall continue hereunder until either the
Company or the Employee gives the other written notice of its intention to
terminate the Term on the date set forth in the Notice (the “Termination
Date”).
| 2. |
Section
8(b) shall be amended and restated to read as
follows:
|
Termination
Due to Death. In the event the Employee’s employment is terminated due to his
death, his Beneficiary shall be entitled to the unpaid benefits provided in
Sections 8(f) and 27, as amended by Amendment No. 2.
|
3.
|
Section
8 (c) shall be amended and restated to read as
follows:
|
|
Termination
Due to Disability. In the event of Disability, the Company shall
be
entitled to terminate the Employee’s employment. If the Employee’s
employment is terminated due to Disability, he shall be entitled
to the
benefits described in Section 27.
|
|
4.
|
Section
8 (e)(iii) shall be amended and restated to read as
follows:
|
|
In
the event of Termination Without Cause, the Employee shall be entitled
to
receive the Termination Benefit Sum as described in Section 27 hereof,
in
one lump sum payment to be made within thirty (30) days after the
Termination Date.
|
|
5.
|
Section
8 (f) shall be amended and restated to read as
follows:
|
In
consideration for the relinquishment and release by Employee of any right that
he otherwise may have had to terminate his employment with the Company upon
the
change of control as defined in Section 1(f), and to receive, accordingly,
had
he duly and timely exercised such right, the lump sum payment provided in this
Section 8(f) as originally written, the Employee (or in the case of his death,
his Beneficiary) shall be paid the lump sum of $648, 450.00 not later than
December 31, 2007.
|
6.
|
Section
8(h) shall be deleted in its
entirety.
|
| 7. |
Section
27 shall be amended and restated to read as
follows:
|
Effective
upon the termination of the Employment Term for any reason and under any
circumstance, including termination by the Company for Cause, the Employee
(or
in the case of his death, his Beneficiary) shall be entitled to receive the
sum
of $552,190.00, increased by interest at the rate of 5% per annum thereon from
January 1, 2008 up to the Termination Date (collectively, the “Termination
Benefit Sum”). Subject to Section 8(e) (iii), the Termination Benefit Sum shall
be payable in accordance with the Company’s regular payroll practices over a
three (3) year period commencing on the first day of the first full month after
the Termination Date, together with interest at the rate of 5% per annum on
the
unpaid balance thereof, to be calculated and paid on a quarterly basis.
| 8. |
Except
as specifically provided in this Amendment No. 2, the Employment
Agreement
in all other respects is hereby ratified and confirmed without
amendment.
|
2
IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the day
and
year first above written.
| AEROFLEX INCORPORATED | ||
| |
|
|
| By: | /s/ Xxxx Xxxxxxxxx, Xx. | |
|
Xxxx
Xxxxxxxxx, Xx.,
Chief
Financial Officer
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||
| /s/ Xxxx Xxxxxx | ||
| Xxxx Xxxxxx | ||
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