First Amendment to Amended and Restated Employment Agreement

Exhibit 10.2

First Amendment to

Amended and Restated Employment Agreement

This First Amendment to Amended and Restated Employment Agreement, dated as of November 30, 2012 (this “Amendment Agreement”), is entered into by and between B/E Aerospace, Inc., a Delaware corporation (the “Company”) and Xxxxxx Xxxxxxxxxx (“Executive”).

W I T N E S S E T H:

WHEREAS, the Company and the Executive entered into an Amended and Restated Employment Agreement dated January 1, 2011 (the “Agreement”);

WHEREAS, the Company and the Executive wish to amend Section 5(b) of the Agreement in the manner set forth herein.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration the parties hereto hereby agree as follows:

1. Section 5(b) of the Agreement is hereby amended in its entirety by the following:

“(b) Death.

(i)         The Executive’s employment hereunder shall terminate upon his death.  In such event, the Company shall, within thirty (30) days following the date of death, pay to such person as the Executive shall have designated in a notice filed with the Company, or, if no such person shall have been designated, to his estate, a lump sum amount equal to the Salary and Automobile Allowance (at the rate in effect as of the Termination Date) payable during the period from the Termination Date through the Expiration Date.

(ii)        Upon the Executive’s death at any time during or after the Employment Term, the Company shall, within thirty (30) days following the date of death, also pay to such person as the Executive shall have designated in a notice filed with the Company, or if no such person shall have been designated, to his estate, a lump-sum death benefit in the amount of five (5) million dollars in accordance with the Death Benefit Agreement attached as Exhibit A hereto, as may be amended from time to time.”

2. Except as otherwise expressly amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the undersigned have executed this Amendment Agreement effective as of the day and year first set forth above.

	B/E AEROSPACE, INC.
	By:	/s/ Xxxx X. Patch
	Name:	Xxxx X. Patch
	Title:	Secretary
	EXECUTIVE
	By:	/s/ Xxxxxx Xxxxxxxxxx
	Xxxxxx Xxxxxxxxxx

EXHIBIT A

DEATH BENEFIT AGREEMENT

This Death Benefit Agreement (the “Agreement”) is entered into this 30th day of November, 2012, by and between B/E AEROSPACE, INC., a Delaware corporation, hereinafter called the “Corporation,” and XXXXXX XXXXXXXXXX, hereinafter called the “Executive.”

WHEREAS, the Executive has been employed by the Corporation for many years and has rendered valuable services which have contributed to the growth and prosperity of the Corporation;

WHEREAS, the Corporation wishes to provide Xxxxxx Xxxxxxxxxx, as the Executive’s primary beneficiary (the “Primary Beneficiary”), or the Trustees of the Trust created under Article IV of the Last Will and Testament of Xxxxxx Xxxxxxxxxx, as the Executive’s contingent or secondary beneficiary (the “Secondary Beneficiary”), (the Primary Beneficiary or Secondary Beneficiary, as may be applicable, is referred to herein as the “Beneficiary”), with the payment of a $5,000,000 (five million dollars) death benefit pursuant to the terms of this Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

1.   DEATH BENEFIT.

A.    Upon the Executive’s death at any time, whether during his employment with the Corporation or following the termination of his employment for any reason, the Corporation shall pay to the Beneficiary a payment of $5,000,000 (five million dollars) (the “Death Benefit”).  The Death Benefit shall be paid in a cash lump sum within thirty (30) days following the Executive’s death.

B.    The Death Benefit shall not be payable if the Executive’s death results from suicide, whether sane or insane, within two (2) years after the execution of this Agreement.

2.   CONDITIONS.  In order to fund its cash payment obligation under this Agreement, the Corporation may elect, in its absolute discretion, to purchase a life insurance policy.  The Executive agrees that in the event the Corporation elects to do so, then the Corporation may insure the life of the Executive and the Executive agrees to cooperate with the Corporation and insurance carrier in order to facilitate the purchase of such insurance.  The Executive further agrees that if the Corporation elects to purchase such a life insurance policy, then the Corporation or a Trust (as described in Section 3 of this Agreement) shall be the owner and the beneficiary of that policy.

3. ESTABLISHMENT OF TRUST.  The Corporation may establish a Death Benefit Only Trust (the “Trust”).  If established, all benefits payable under this Agreement to the Beneficiary shall be paid directly by the Corporation from the Trust.  To the extent that such benefits are not paid from the Trust, the benefits shall be paid from the general assets of the Corporation.  The Trust, if established, shall be an irrevocable grantor trust which conforms to the terms of the model trust as described in IRS revenue procedure 92-64, I.R.B. 1992-33 except an independent individual third party may be designated as trustee.  The assets of the Trust are subject to the claims of the Corporation’s creditors in the event of the Corporation’s insolvency, as defined therein.  Except as provided under the Trust, the Corporation shall not be obligated to set aside, earmark or escrow any funds or other assets to satisfy its obligations under this Agreement, and neither the Executive nor the Beneficiary shall have any property interest in any specific assets of the Corporation other than the unsecured right to receive payments from the Corporation, as provided in this Agreement.

4. EMPLOYMENT RIGHTS.  This Agreement shall not be deemed to create a contract of employment between the Corporation and the Executive and shall create no right in the Executive to continue in the Corporation’s employ for any specific period of time, or to create any other rights in the Executive or obligations on the part of the Corporation, except as are set forth in this Agreement.

5. EXECUTIVE RIGHT TO ASSETS.

A. The rights of the Executive, the Beneficiary, or any other person claiming through the Executive under this Agreement, shall be solely those of an unsecured general creditor of the Corporation.  The Executive, the Beneficiary, or any other person claiming through the Executive, shall have the right to receive those payments specified under this Agreement only from the Corporation, and has no right to look to any specific or special property separate from the Corporation for payments.

B. The Executive agrees that he, the Beneficiary, or any other person claiming through the Executive shall have no right or beneficial ownership interest whatsoever in any general asset used or acquired by the Corporation in connection with the liabilities it has assumed under this Agreement.  Such assets shall not be deemed to be held under any trust for the benefit of the Executive or the Beneficiary, nor shall any such general assets be considered security for the performance of the obligations of the Corporation.  Any such assets shall remain general, unpledged, and unrestricted assets of the Corporation.

C. The Executive also understands and agrees that his participation in the acquisition of any such general asset for the Corporation shall not constitute a representation to the Executive, the Beneficiary, or any person claiming through the Executive that any of them has a special or beneficial interest in such general asset.

6. INDEPENDENCE OF BENEFITS.

The benefits payable under this Agreement shall be independent of, and in addition to, any other benefits or compensation, whether by salary, or bonus or otherwise, payable under any other employment agreements that now exist or may hereafter exist from time to time between the Corporation and the Executive.  This Agreement between the Corporation and the Executive does not involve a reduction in salary or foregoing of an increase in future salary by the Executive.  Nor does the Agreement in any way affect or reduce the existing and future compensation and other benefits of the Executive.

7. ASSIGNABILITY.

Except in so far as this provision may be contrary to applicable law, no sale, transfer, alienation, assignment, pledge, collateralization, or attachment of any benefits under this Agreement shall be valid or recognized by the Corporation.

8. AMENDMENT.

This Agreement may be amended at any time by mutual written agreement of the Corporation and the Executive.  The Corporation shall have no right to change the benefits under this Agreement without the prior written consent of the Executive. The Executive may change the Beneficiary under this Agreement upon prior written notice to the Corporation, Attn. General Counsel, 0000 Xxxxxxxxx Xxxxxx Xxx, Xxxxxxxxxx, Xxxxxxx 00000. If any provision of this Agreement contravenes any regulations or guidance promulgated under Section 409A of the U.S. Internal Revenue Code of 1986 (collectively, “Section 409A”), the Corporation shall amend this Agreement or any provision hereof to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A.

9. LAW GOVERNING.

This Agreement shall be governed by the laws of the State of Florida.  This Agreement is solely between the Corporation and the Executive.  Further, the Executive, the Beneficiary or other persons claiming through the Executive shall only have recourse against the Corporation for enforcement of the Agreement.  However, it shall be binding upon the Beneficiary and the beneficiaries, heirs, executors and administrators of the Executive and upon the successors and assigns of the Corporation.

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IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written.

CORPORATION:			B/E AEROSPACE, INC.,
			a Delaware corporation
ATTEST:
By:	/s/ Xxxx X. Patch		By:	/s/ Xxxx X. Xxxxx
Name:	Xxxx X. Patch		Name:	Xxxx X. Xxxxx
Title:	Secretary		Title:	Vice President and Treasurer
EXECUTIVE:			/s/ Xxxxxx Xxxxxxxxxx
			XXXXXX XXXXXXXXXX