Exhibit 10(a)
EXTENSION AGREEMENT
THIS EXTENSION AGREEMENT is made and entered into as of the 30th day of
August, 2007, by and among EDO CORPORATION, a New York corporation, and XXXXX X.
XXXXX with respect to that certain Amended and Restated Employment Agreement
between the parties dated as of October 1, 2004 (the "Master Agreement"). Terms
not otherwise defined herein have the same meaning as in the Master Agreement.
WHEREAS, the Master Agreement will expire by its terms pursuant to Section
3 thereof at the earlier of the date of the 2008 Annual Meeting of the Company
or May 31, 2008 (the "Normal Expiration") and parties desire to assure
themselves of sufficient time for an orderly transition in the senior management
of the Company.
WHEREAS, the Company desires to have access to your skill and experience
during such transition, which could take up to an additional year beyond the
normal expiration of the Master Agreement and desires to extend your employment
for such additional year on terms agreed between you and the Company;
NOW THEREFORE, you and the Company agree as follows:
1. Extension Period. Unless the Master Agreement has otherwise terminated
prior to its Normal Expiration, the parties agree that the Master
Agreement shall be extended automatically and without further action
of the parties for a period of twelve (12) months from the end of its
term on May 31, 2008 or if earlier, the date of the 2008 Annual
Meeting of the Company (such twelve month period, the "Extension
Period").
2. Extension Period Terms. Except as modified by this Extension
Agreement, the terms of the Master Agreement shall continue to apply
in full force and effect during the Extension Period. The following
provisions of the Master Agreement shall be amended and apply as
indicated during the Extension Period.
a. Employment Duties. Section 2 of the Master Agreement shall
continue in effect, except that last sentence shall be replaced
in its entirety with the following: "During the Extension Period,
your duties shall include participation in such succession and
transition plan, including the timely implementation of such
plan, as determined by the Board of Directors."
b. Term. Section 3 of the Master Agreement shall be amended to such
that the term of the Master Agreement, as extended by this
Extension Agreement, shall be through the earlier of the date of
the Company's 2009 Annual Meeting or May 31, 2009, unless earlier
terminated in accordance with the provision of Section 5 of the
Master Extension Agreement.
c. Compensation and Benefits. During the Extension Period, the
provisions of Section 4 of the Master Agreement shall govern your
compensation and benefits during the Extension Period; provided
that, your bonus target under Section 4(b) of the Master
Agreement shall be 100% of your Base Salary and a payment for
financial and tax planning under Section 4(i) of the Master
Agreement shall be made in respect of the year following the year
in which your employment terminates.
3. Termination of Employment. During the Extension Period, Section 5(d)
of the Master Agreement (Good Reason) shall be replaced in its
entirety by the following:
"d. Other Terminations. Unless this Agreement has earlier been
terminated for another reason specified in this Section 5, you or
the Company may terminate this Agreement at any time, for any
reason or no reason, upon notice from one to the other, and the
provisions of Section 6 (d) shall govern compensation on
termination."
4. Compensation Upon Termination.
x. Xxxxxxxxx Payment. During the Extension Period, Section 6 shall
continue to apply, except that the first lead-in paragraph of
Section 6(d) (Good Reason; Without Cause) shall be replaced in
its entirety by the following, after which the balance of Section
6(d) (subparagraphs (i) through (vi)) continue unmodified:
"d. Other Terminations. For all other terminations of employment
you shall be entitled to termination payments ("Termination
Payments"), subject to the provisions of Section 6(e), determined
in accordance with this Section 6(d).
A. Prior to a Change in Control. Except for a termination
following a Change in Control, if your employment is terminated
(x) by you for any reason pursuant to Section 5(d), or (y) by the
Company for any reason other than death, disability, or Cause, or
(z) on account of the expiration of the Term or your retirement,
the Company will pay you as a Termination Payment, in a lump sum
promptly following the date of termination, an amount equal to
the sum of your then current Base Salary and 100% of your target
Annual Bonus for the year of termination.
B. Following a Change in Control. If your employment terminates,
voluntarily or involuntarily, for any reason or no reason,
following a Change in Control, the Company will pay you the
following amounts as Termination Payments:"
b. Annual Bonus Upon Termination. The provisions of Article X of the
EDO Corporation Incentive Compensation Plan shall apply with
respect to the Annual Bonus in respect of the year of
termination, pursuant to which the Compensation Committee may, in
its sole discretion, approve the payment of your Annual Bonus on
a pro-rata basis at the same time other participants are paid
depending on the circumstances surrounding the termination of
your employment, without regard to the payments provided for in
Section 6(d)(A) of the Master Agreement, as amended hereby.
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5. Miscellaneous.
a. Effective Date. For the avoidance of doubt, (i) no provision of
this Extension Agreement shall apply in any period prior to the
Normal Expiration of the Master Agreement, (ii) this Extension
Agreement shall become effective immediately upon the Normal
Expiration of the Master Agreement and (iii) this Extension
Agreement shall lapse and be of no effect whatsoever in the event
of any termination of your employment prior to the Normal
Expiration.
b. Counterparts. This Extension Agreement may be executed in
multiple counterparts, each of which shall be deemed an original.
IN WITNESS WHEREOF, the parties have caused this Extension Agreement to be
executed as of the date first above written.
EDO CORPORATION
By: /s/ Xxxxxxxx X. Xxxxxxxx
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Name: Xxxxxxxx X. Xxxxxxxx
Title: Sr. Vice President, Human
Resources & Assistant Secretary
/s/ Xxxxx X. Xxxxx
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XXXXX X. XXXXX
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