Exhibit 10.3
FORM OF FIRST AMENDMENT TO
SEVERANCE
AND CHANGE IN CONTROL AGREEMENT
OF EXECUTIVE
This First 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 July 9,
2008 (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 7(a)(1) to delete the reference to
“promptly” and replace with “, within 30 days
following such termination of employment,”.
2.
By amending
Section 7(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 two times
Employee’s total compensation (base salary plus a
