Exhibit 10.26
v.003
FIRST AMENDMENT TO
EXECUTIVE EMPLOYMENT AGREEMENT
This First Amendment to Executive Employment Agreement (this
"First Amendment") is made as of April 5, 2004 ("Amendment Date"), between
Aerospace Products International, Inc., a Delaware corporation, 0000 Xxxxxxxxxx
Xxxxx Xxxxx, Xxxxxxx, XX 00000 (the "Company"), and Xxxx X. Xxxxxxx, an
individual, c/o Aerospace Products International, Inc., 0000 Xxxxxxxxxx Xxxxx
Xxxxx, Xxxxxxx, XX 00000 (the "Executive").
WHEREAS, the parties hereto have previously entered into a
certain Executive Employment Agreement dated as of February 2, 2004 (the "EEA"),
all the terms and conditions of which are incorporated by reference into this
First Amendment; and
WHEREAS, the parties hereto wish to amend the EEA;
NOW, THEREFORE, taking into account the foregoing and in
consideration of the mutual promises and conditions contained herein, the
parties hereto agree as follows, effective as of the Amendment Date:
I. Section I .1 of the EEA is as of the Amendment Date revoked and replaced in
its entirety by the following provisions:
.1 Employment. As of the Amendment Date, the Company employs
the Executive and the Executive hereby accepts employment as its President
upon the terms and conditions hereinafter set forth.
II. Section I .3 of the EEA is as of the Amendment Date revoked and replaced in
its entirety by the following provisions:
.3 Executive Duties. As the President, the Executive
shall act as the chief executive officer of the Company and shall perform
such duties customary to such office as are reasonably requested by the
Company's Board of Directors (the "Board"). The Executive shall report
directly to the Board and to such Director or other person as the Board may
from time to time designate. The Executive agrees to devote his full
business time (with allowances for vacations and sick leave) and attention
and best efforts to the affairs of the Company and its parent, subsidiaries
and affiliates during the Employment Term. Executive shall not, while an
employee of the Company, directly or indirectly, be engaged (including as a
stockholder owning more than five (5) percent of a company's stock,
proprietor, general partner, limited partner, trustee, consultant,
employee, director, officer, lender, investor or otherwise) in any business
or activity that is competitive with that of the Company, its parent or any
of its subsidiaries, or affiliates.
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III. A new Section II.3(c) shall be added to the EEA, as follows:
(c) Executive shall be eligible to participate in the
Company's annual incentive compensation bonus plan in
accordance with all of that plan's then-current policies,
procedures, terms, and conditions, except that Executive shall
be eligible to be considered for such bonus compensation at a
maximum of 75% of Base Salary instead of the maximum otherwise
then provided in such plan.
IV. Section II .1 of the EEA is as of the Amendment Date revoked and replaced in
its entirety by the following provisions:
.1 Base Salary. Commencing as of the Amendment Date and
during the Employment Term, the Company shall pay to the Executive an
annualized base salary of Two Hundred Twenty Five Thousand Dollars
($225,000) per year (the "Base Salary"), payable in substantially equal
biweekly installments of $8,653 Dollars and 85 Cents ($8,653.85). The
Company will review annually and may, but is not required to, in the sole
discretion of the Board of Directors of the Company, increase such Base
Salary in light of the Executive's performance, inflation in cost of
living, or other factors. The Company shall not decrease Executive's Base
Salary during the Employment Term.
V. All other terms and conditions of the EEA shall continue to remain in full
force and effect. No notice of this First Amendment need be served pursuant to
Section V.1 of the EEA.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the Amendment Date.
AEROSPACE PRODUCTS XXXX X. XXXXXXX
INTERNATIONAL INC. an individual
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxx /s/ Xxxx X. Xxxxxxx
----------------------- -------------------
Title: Chairman of API
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