AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT
AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT, dated
effectively as of the 17 th day of September, 2009, by and between AEROFLEX
INCORPORATED, a Delaware corporation (the A Company @ ), and JOHN ADAMOVICH, JR. (the
A
Executive @ ).
WITNESSETH:
WHEREAS, the Company and Executive entered into
an Employment Agreement dated November 9, 2005 which was amended as
follows: (a) by Amendment No. 1, effectively on November 21, 2006,
(b) by Amendment No. 2, effectively on December 1, 2006, and (c) by
Amendment No. 3, effectively on December 31, 2008
(collectively, the A Employment Agreement @ ); and
WHEREAS, the Company and Employee desire to
further amend and modify the said Employment Agreement.
NOW, THEREFORE, the parties hereto agree as
follows:
1. The
following shall replace in its entirety Section 1 of the Employment
Agreement:
“ Employment Period .
Subject to Section 3, the Company hereby agrees to employ the
Executive, and the Executive hereby agrees to be employed by the
Company, in accordance with the terms and provisions of this
Agreement, for a period commencing as of the Effective Date and
continuing for a one (1) year period, renewing daily unless either
party provides notice of non-renewal. Upon such notice of
non-renewal, the Employment Period shall continue for a period of
one (1) year from the date such notice is received by the
non-notifying party.”
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Section
2(b)(ii) of the Employment Agreement shall be amended as
follows:
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“ Bonus . For each
Fiscal Year ending during the Employment Period, the Executive
shall be eligible to receive an annual bonus of between 33.33% and
100% of his Base Salary based upon the achievement of the
Company’s EBITDA target for such Fiscal Year (the
“FY EBITDA Target”) as established by the Board of
Directors of the Company (the “Board”). More
particularly, 33.33% of his Base Salary will be awarded to the
Executive as a bonus if the Company’s EBITDA is $10,000,000
less than the FY EBITDA Target established by the Board (the
“Threshold EBITDA”), and, correspondingly, 100% of his
Base Salary will be awarded to the Executive as a bonus if the
Company’s EBITDA is $10,000,000 or more than the FY EBITDA
Target established by the Board. The Executive’s bonus shall
be determined by linear interpolation as follows:
(A) if the Company’s EBITDA is
between the
