Exhibit 10.1
FIRST AMENDMENT TO
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT OF
DAVID P. STORCH
This First Amendment to the Amended
and Restated Employment Agreement is made and entered into on
December 18, 2008, by and between AAR CORP., a Delaware
corporation (the “Company”), and David P. Storch
(“Employee”).
WHEREAS , the Company and Employee are parties to an
Amended and Restated Employment Agreement dated as of May 31,
2006 (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 10(a)(ii)(A) to delete the reference to
“promptly” and replace with “, within 30 days
following such termination of employment,”.
2.
By amending
Section 10(a)(ii)(B) to delete the reference to “90
days” and replace with “30 days.”
3.
By amending
Section 10(e) to delete the reference to
“promptly” and to add a second sentence to read as
follows:
The gross-up bonus shall be
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