Exhibit 10.3
AMENDMENT NO. 4 TO
FURTHER RESTATED AND AMENDED
EMPLOYMENT AGREEMENT DATED AUGUST 1, 1985
BY AND BETWEEN AAR CORP. AND XXX X. XXXXXXX
This AMENDMENT NO. 4 made this 9th day of October, 1996 by and between
AAR CORP., a Delaware corporation (the "Company") and Xxx X. Xxxxxxx
("Employee").
WHEREAS, the Company and Employee entered into the Further Restated and
Amended Employment Agreement dated August 1, 1985 (the "Employment
Agreement"); and
WHEREAS, the Company and Employee further amended the Employment
Agreement by amendments dated August 12, 1988, May 25, 1990 and July 13,
1994; and
WHEREAS, the Company and Employee desire to further amend the Employment
Agreement as hereinafter set forth to reflect certain mutually agreed upon
changes to the terms and conditions thereof;
NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, the Company and Employee do hereby covenant and agree as
follows:
1. Subparagraph (d) of paragraph 11 of the Employment Agreement is
deleted and the following is inserted in lieu thereof.
(d) In addition to the Trust referred to in subparagraph (a) above,
the Company shall also enter into a trust agreement with a bank or trust
company (with a combined capital and surplus in excess of $100 million
dollars) located in
the continental United States as trustee, whereby the Company shall agree
to establish and contribute to, a trust ("Trust No. 2") for the purpose of
accumulating additional assets to assist it in fulfilling its obligations
to Employee hereunder. The Company shall make an aggregate contribution
to Trust No. 2 in calendar year 1996 in the amount of $1,652,000, plus an
estimated amount for trust expenses, which shall be used by the trustee
of Trust No. 2 to provide the Retirement Benefit payable to Employee
hereunder and trust expenses. From time to time, the Company shall make
additional contributions to Trust No. 2 as shall be necessary to provide
for the Retirement Benefit payable to Employee hereunder and estimated
trust expenses. At the time set forth in Trust No. 2, the trustee
thereof shall transfer all of the assets of Trust No. 2 to the trustee
of the Trust referred to in subparagraph (a) and thereafter Trust No. 2
shall terminate.
(e) Each contribution to the Trust and to Trust No. 2 to be made by
the Company pursuant to this paragraph 11 shall be in an amount or
amounts determined by the independent actuary, or firm of independent
actuaries, regularly employed to provide actuarial services for the
Company.
2. The first sentence of subparagraph (h) of paragraph 14 of the
Employment Agreement is amended to read as follows:
"(h) `Retirement Benefit' shall mean an annual amount equal (subject
to adjustment as hereinafter provided) to 80% of Employee's Average
Annual Total Cash Compensation, reduced by (1) the Income Tax Offset,
and (2) the Defined Benefit Plan Offset."
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3. Clause (ii) of subparagraph (h) of paragraph 14 of the Employment
Agreement is amended to read as follows:
"(ii) `Income Tax Offset' with respect to any annual Retirement
Benefit payment made to Employee from the Trust shall mean an assumed
aggregate federal, state and local income tax rate of 31.87%.
IN WITNESS WHEREOF, the Company has caused this Amendment No. 4 to be
executed in its name by its duly authorized officer and Employee has hereunto
set his hand on this 31st day of October, 1996.
AAR CORP.
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxxx, Vice President
/s/ Xxx X. Xxxxxxx
-----------------------------------
Xxx X. Xxxxxxx
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AMENDMENT NO. 5 TO
FURTHER RESTATED AND AMENDED
EMPLOYMENT AGREEMENT DATED AUGUST 1, 1985
BY AND BETWEEN AAR CORP. AND XXX X. XXXXXXX
This AMENDMENT NO. 5 made this 8th day of October, 1997 by and between
AAR CORP., a Delaware corporation (the "Company") and Xxx X. Xxxxxxx
("Employee").
WHEREAS, the Company and Employee entered into the Further Restated and
Amended Employment Agreement dated August 1, 1985 (the "Employment
Agreement"); and
WHEREAS, the Company and Employee further amended the Employment
Agreement by amendments dated August 12, 1988, May 25, 1990, July 13, 1994,
and October 9, 1996; and
WHEREAS, the Company and Employee desire to further amend the Employment
Agreement as hereinafter set forth to reflect certain mutually agreed upon
changes to the terms and conditions thereof;
NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, the Company and Employee do hereby covenant and agree as
follows:
1. Paragraph 14(h)(i) of the Employment Agreement is hereby amended to
read as follows:
"(i) "Average Annual Total Cash Compensation" shall mean the
Employee's average annual total cash compensation, including salary (salary
being measured prior to any salary deferrals made pursuant to the Profit
Sharing Plan), bonuses and other similar items paid or accrued by the Company
for the three
complete fiscal years of employment with the Company, whether or not
consecutive, during which such total cash compensation was highest."
IN WITNESS WHEREOF, the Company has caused this Amendment No. 5 to be
executed in its name by its duly authorized officer and Employee has hereunto
set his hand on this 31st day of October, 1997.
AAR CORP.
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------
Xxxxxx X. Xxxxxxxx,
Vice President
/s/ Xxx X. Xxxxxxx
-----------------------------
Xxx X. Xxxxxxx
