Exhibit 10.2
FORM OF AMENDMENT TO
SEVERANCE AND CHANGE IN CONTROL AGREEMENT
OF EXECUTIVE
This Amendment to the Severance and
Change in Control Agreement is made and entered into on
December 18, 2008, by and between AAR CORP., a Delaware
corporation (the “Company”), and [Executive] (the
“Employee”).
WHEREAS , the Company and the Employee are parties to a
Severance and Change in Control Agreement dated as of
[ ] (the “Agreement”) and now
desire to amend the Agreement to comply with Internal Revenue Code
Section 409A and the guidance and regulations thereunder, to
the extent applicable.
NOW, THEREFORE
, in consideration of the mutual
covenants and promises contained herein, and other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree to amend the Agreement as
follows, effective as of the date hereof:
1.
By amending Section [6(a)(1)]
to delete the reference to “promptly” and replace with
“, within 30 days following such termination of
employment,”.
2.
By amending Section [6(a)(2)]
to read as follows:
The Company shall, within 30 days
following such termination of employment, pay to Employee in a lump
sum, a cash payment in an amount equal to three times
Employee’s total compensation (base salary plus annual cash
bonus) for either the fiscal year of the Company most recently
ended prior to the date of terminati
