Exhibit 10.1
FIRST AMENDMENT TO
EMPLOYMENT
AGREEMENT
This First Amendment to Employment
Agreement (this “ Amendment ”) is entered into
as of September 16, 2009 by and between Hi-Shear Technology
Corporation, a Delaware corporation (the “ Company
”) and George W. Trahan (“ Executive
”).
RECITALS:
WHEREAS, the Company and Executive
previously entered into that certain Employment Agreement dated as
of February 28, 2009 (the “ Employment Agreement
”), which shall be amended by this Amendment;
WHEREAS, the parties wish to amend
certain terms regarding Executive’s employment with the
Company;
WHEREAS, concurrently herewith, the
Company is entering into an Agreement and Plan of Merger (the
“ Merger Agreement ”) with Chemring Group PLC, a
company organized under the laws of England and Wales (“
Parent ”), and Parkway Merger Sub, Inc., a
Delaware corporation and a wholly-owned subsidiary of Parent
(“ Merger Sub ”), pursuant to which Merger Sub
will be merged with and into the Company, and the Company shall
continue as the surviving corporation and a wholly-owned subsidiary
of Parent (the “ Transaction ”); and
WHEREAS, as a condition and material
inducement for Parent to enter into the Merger Agreement and
consummate the Transaction, Executive is entering into this
Amendment concurrently with the execution of the Merger
Agreement. The Employment Agreement, as amended by this
Amendment, will govern the employment relationship between
Executive and the Company from and after the Effective Time (as
such term is defined in the Merger Agreement).
AGREEMENT:
NOW, THEREFORE, in consideration of
the covenants, promises and representations set forth herein, and
for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged the parties agree as
follows:
1.
Effective as of the Effective Time
(as such term is defined in the Merger Agreement), the Employment
Agreement shall be amended by deleting in its entirety the last
sentence of Section 9.3.
2.
Effective as of the Effective Time
(as such term is defined in the Merger Agreement), the Employment
Agreement shall be amended by adding a new Section 21 to the
Employment Agreement, as follows:
&ldquo
