Exhibit 10.16
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
This Amendment No. 2 (this "Amendment") to Amendment No.1 ("Amendment No. 1") to
the Employment Agreement (the "Employment Agreement") dated as of March 1, 1999
by and between Xxxxxx X. Xxxx (the "Executive") and Aeroflex Incorporated (the
"Company"), hereby amends Amendment No. 1, effective as of August 13, 2001, as
set forth below.
1. Paragraph 2 of Amendment No. 1 is hereby amended to read in
its entirety as follows:
"The Company shall credit each Deferred Amount to a
bookkeeping account in the name of the Executive (the
"Account") on the date the Deferred Amount would (absent
this Amendment) have been paid to the Executive. The Company
shall permit the Executive to file an Investment
Designation, as defined in Section 1.2 of the Company's Key
Employee Deferred Compensation Plan (the "Plan"), and shall
credit to the Account earnings in accordance with such
Investment Designation and in accordance with and subject to
the terms and conditions of Section 2.2 of the Plan. The
Account shall be reduced as and to the extent distributions
are made from the Account pursuant to Sections 4, 6 and 7 of
Amendment No. 1."
2. Paragraph 7 of Amendment No. 1 is hereby amended to read in
its entirety as follows:
"Notwithstanding any other provision of Amendment No. 1, if
the Committee determines that it is possible for the Company
to pay the Executive all or any portion of the amounts
credited to his Account at a time when he is still employed
with the Company or any of its affiliates, without the
amount so paid being nondeductible by reason of Section
162(m), then subject to the approval of the Committee in its
sole and complete discretion, such amount may be paid to the
Executive."
3. Except as specifically provided in this Amendment, the
Employment Agreement and Amendment No. 1 are in all other respects ratified and
confirmed without amendment.
IN WITNESS WHEREOF, the undersigned have hereunto set their
hands as of the date first above written.
AEROFLEX INCORPORATED
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: President
/s/ Xxxxxx Xxxx
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Xxxxxx X. Xxxx
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