AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT, made and entered into as of
March __ 2005, between Aeroflex Incorporated, a Delaware corporation, with its
principal office located at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (together
with its successors and assigns permitted under this Agreement, the "Company"),
and ▇▇▇▇ ▇▇▇▇▇▇, who resides at ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the
"Employee").
W I T N E S S E T H:
WHEREAS, the Company and Executive entered into an Employment Agreement
dated as of November 6, 2003 (hereinafter the "Employment Agreement"); and
WHEREAS, the Company and Executive desire to modify said Employment
Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. A new Paragraph 27 shall be added to the Employment Agreement, as
follows, effective as of the date hereof:
27. CONSULTING PERIOD.
(a) General. Effective upon the end of the Employment Term (but only
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if the Employment Term ends by reason of its expiration or, if
earlier, upon termination of the Employee's employment by mutual
agreement), the Employee shall become a consultant to Aeroflex, in
recognition of the continued value to Aeroflex of his extensive
knowledge and expertise. Unless earlier terminated, as provided in
Section 27(e), the Consulting Period shall continue for three
years.
(b) Duties and Extent of Services.
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(i) During the Consulting Period, the Employee shall consult with
Aeroflex and its senior executive officers regarding its
respective businesses and operations. Such consulting services
shall not require more than 50 days in any calendar year, nor more
than one day in any week, it being understood and agreed that
during the Consulting Period the Employee shall have the right,
consistent with the prohibitions of Sections 9 and 10 above, to
engage in full-time or part-time employment with any business
enterprise that is not a competitor of Aeroflex.
(ii) During the Consulting Period, the Employee shall not be obligated
to serve as a member of the Board or to occupy any office on
behalf of Aeroflex or any of its Subsidiaries.
(c) Compensation. During the Consulting Period the Employee shall
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receive from Aeroflex each year an amount equivalent to two-thirds
of his Salary at the end of the Employment Term, payable as
provided in Section 3 above.
(d) Disability. In the event of Disability during the Consulting
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Period, Aeroflex or the Employee may terminate the Employee's
consulting services. If the Employee's consulting services are
terminated due to Disability, he shall be entitled to
compensation, in accordance with Section 27(c), for the remainder
of the Consulting Period.
(e) Termination. The Consulting Period shall terminate after three
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years or, if earlier, upon the Employee's death or upon his
failure to perform consulting services as provided in Section
27(b), pursuant to 30 days' written notice by Aeroflex to the
Employee of the grounds constituting such failure and reasonable
opportunity afforded the Employee to cure the alleged failure.
Upon any such termination, payment of consulting fees and benefits
shall cease.
(f) Other. During the Consulting Period, the Employee shall be
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entitled to expense reimbursement pursuant to the terms of Section
6.
2. Except as specifically provided in this Amendment, the Employment
Agreement is in all other respects hereby ratified and confirmed without
amendment.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the day
and year first above written.
AEROFLEX INCORPORATED
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇, Vice Chairman
/s/▇▇▇▇ ▇▇▇▇▇▇
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