AMENDMENT NO. 5 TO EMPLOYMENT AGREEMENT
AMENDMENT NO. 5 TO EMPLOYMENT AGREEMENT made as of the 17 day of August,
2005 by and between AEROFLEX INCORPORATED, a Delaware corporation (hereinafter
the "Company") and ▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter the "Executive").
W I T N E S S E T H:
WHEREAS, the Company and Executive entered into an Employment Agreement
dated March 1, 1999, as amended subsequently by Amendment Agreements dated
September 1, 1999 and August 13, 2001, November 8, 2001 and May 13, 2004
(hereinafter the "Employment Agreement"); and
WHEREAS, the Company and Executive desire to further modify the said
Employment Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. Paragraph 4 (a) shall be amended and restated as follows, effective as
of the date hereof:
"For each Fiscal Year during the Employment Term, ▇▇▇▇▇ shall be
eligible to receive an annual bonus equal to 3 percent of Aeroflex's
consolidated pre-tax earnings for such Fiscal Year computed without
regard to any amount due under this Section 4(a) and without charge
for Acquired In-Process Research and Development and without regard to
earnings or losses from discontinued operations but with charge for
stock-based compensation to the extent of the U. S. GAAP charge in the
financial statements. Any such bonus payable with respect to a portion
of a Fiscal Year shall be prorated accordingly. ▇▇▇▇▇ shall be
entitled to elect to defer, under the terms of any deferred
compensation agreement or annual incentive compensation plan
applicable to him and then in effect, any portion of his annual bonus
that is not already subject to deferral thereunder."
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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▇▇▇▇▇▇ ▇. ▇▇▇▇, Chairman & CEO
/s/▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇