Exhibit 10.2
AMENDMENT NO. 2 TO
RESTATED AND AMENDED
DEATH BENEFIT AGREEMENT DATED AUGUST 24, 1984
BY AND BETWEEN AAR CORP. AND ▇▇▇ ▇. ▇▇▇▇▇▇▇
THIS AMENDMENT NO. 2 made this 25th day of May, 1990 by and between
AAR CORP., a Delaware corporation (the "Company") and ▇▇▇ ▇. ▇▇▇▇▇▇▇
("▇▇▇▇▇▇▇").
WHEREAS, the Company and ▇▇▇▇▇▇▇ entered into the Restated and
Amended Death Benefit Agreement dated August 24, 1984 (the "Death Benefit
Agreement"); and
WHEREAS, the Company and ▇▇▇▇▇▇▇ heretofore amended the Death
Benefit Agreement and now desire to further amend the Death Benefit Agreement
as herein set forth to reflect a certain mutually agreed upon change to the
terms and conditions thereof;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the Company and ▇▇▇▇▇▇▇ do hereby covenant and
agree that the third sentence of subparagraph (d) of paragraph 2 of the
Death Benefit Agreement shall read as follows:
"During, or as soon as practicable after the end of, each calendar
year ending after the date of death of ▇▇▇▇▇▇▇, the Company shall
pay to his designated beneficiary a bonus in cash equal to the
aggregate of (1) the federal, state and local income taxes, if any,
incurred by his designated beneficiary as a result of income
generated by the Trust and (2) the federal, state and local income
taxes incurred by his designated beneficiary as a result of such
bonus."
IN WITNESS WHEREOF, the Company has caused this Amendment No. 2 to
be executed, and ▇▇▇▇▇▇▇ has hereunto set his hand, on the date first set
forth above.
AAR CORP.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇▇▇
AMENDMENT NO. 3 TO
RESTATED AND AMENDED
DEATH BENEFIT AGREEMENT DATED AUGUST 24, 1984
BY AND BETWEEN AAR CORP. AND ▇▇▇ ▇. ▇▇▇▇▇▇▇
This AMENDMENT NO. 3 made this 9th day of October, 1996 by and between
AAR CORP., a Delaware corporation (the "Company") and ▇▇▇ ▇. ▇▇▇▇▇▇▇
("▇▇▇▇▇▇▇").
WHEREAS, the Company and ▇▇▇▇▇▇▇ entered into the Restated and Amended
Death Benefit Agreement dated August 24, 1984 (the "Death Benefit Agreement");
and
WHEREAS, the Company and ▇▇▇▇▇▇▇ further amended the Death Benefit
Agreement by amendments dated August 12, 1988 and May 25, 1990; and
WHEREAS, the Company and ▇▇▇▇▇▇▇ desire to further amend the Death
Benefit 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 ▇▇▇▇▇▇▇ do hereby covenant and agree as
follows:
1. Clause (i) of subparagraph (e) of paragraph 2 of the Death Benefit
Agreement is amended to read as follows:
"(i) `Income Tax Offset' with respect to any annual death
benefit payment made to ▇▇▇▇▇▇▇'▇ designated beneficiary
from the Trust shall mean an assumed aggregate federal,
state and local income tax rate for such year of 31.87%."
2. The following is added to paragraph 13 of the Death Benefit
Agreement:
In addition to the Trust referred to in the preceding provisions of this
paragraph, 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 ▇▇▇▇▇▇▇ and his designated beneficiary hereunder. The Company
shall make an aggregate contribution to Trust No. 2 in calendar year 1996 in the
amount of $1,652,000 which may be used by the trustee of Trust No. 2, to the
extent necessary, to provide the death benefit payable to ▇▇▇▇▇▇▇'▇ designated
beneficiary hereunder and other benefits payable under ▇▇▇▇▇▇▇'▇ Restated and
Amended Employment Agreement dated August 1, 1985. From time to time, the
Company shall make additional contributions to Trust No. 2 as shall be necessary
to provide the death benefit payable to ▇▇▇▇▇▇▇'▇ designated beneficiary
hereunder. 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 the preceding provisions of this paragraph and thereafter Trust No. 2
shall terminate. Each contribution to Trust No.2 to be made by the Company
pursuant to this paragraph 13 shall be in an amount or amounts determined by the
independent actuary, or firm of independent actuaries, regularly
2
employed to provide actuarial services to the Company.
IN WITNESS WHEREOF, the Company has caused this Amendment No. 3 to be
executed in its name by its duly authorized officer, and ▇▇▇▇▇▇▇ has hereunto
set his hand, on this 31st day of October, 1996.
AAR CORP.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇▇▇
3
[AAR CORP. LOGO LETTERHEAD]
May 27, 1999
▇▇. ▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
RE: Agreement to Terminate Restated and Amended
Death Benefit Agreement dated October 24, 1984
(AAR Contract No. 00319) by and between AAR CORP.
and ▇▇▇ ▇. ▇▇▇▇▇▇▇ ("Agreement")
Dear ▇▇. ▇▇▇▇▇▇▇:
Please refer to the above referenced Agreement between you and AAR CORP. Section
5 thereof provides for termination of the Agreement upon mutual agreement
between the parties.
This letter will evidence the parties' mutual desire, understanding an agreement
that the subject contract be terminated effective as of May 31, 1999, it being
agreed that provisions regarding notice in such contract, if any, are hereby
waived by the parties hereto.
Please confirm your acknowledgement and agreement to the foregoing termination
by signing a copy hereof in the space provided below and returning it to the
undersigned. The other original is for your file.
Sincerely,
AAR CORP.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice President, General
Counsel & Secretary
HAP:jk
Read, acknowledged and agreed
to this 30 day of May, 1999:
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇▇▇