FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This FIRST 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. XXXXXX (the "Executive").
WITNESSETH:
WHEREAS, the Company and the Executive entered into that certain
Employment Agreement, dated as of September 14, 2001 (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 7.6(a) shall be amended by striking the reference to "Section
7.6(b)(ii)" in the second sentence of that Section, as well as the
remainder of that sentence following that reference, and replacing it with
the following:
"7.6(b) below, or contributed to the Retirement Trust described in
Section 7.6(c) below in accordance with that Section."
2. Section 7.6(b)(ii) shall be amended by striking the reference to "Section
7.6(a)(i)" and replacing it with: "Section 7.6(a)"
3. Section 7.6(c)(i)(b) shall be amended to read as follows:
"(b) the total of all contributions made to the Retirement Trust by
the Company as of such Contribution Date."
4. Section 7.6(c)(ii) shall be amended by striking the reference to "Section
7.6(i)" and replacing it with: "Section 7.6(c)(i)"
5. Section 7.6(c)(ii) shall be further amended by striking all references to
"income taxes" in the last sentence of that Section, and replacing them
with: "income and employment taxes"
6. 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/ X. X. Xxxxxx By: /s/ Xxxxxx X. XxXxxxxxx
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Xxxxxx X. Xxxxxx Name: Xxxxxx X. XxXxxxxxx
Title: Sr. VP & CFO
