Exhibit 10.4
AMENDMENT NO. 1 TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amendment No. 1 is
effective as of June 3, 2009, by and between Axsys
Technologies, Inc. (the “ Company ”)
and Stephen W. Bershad (“ Executive ”)
and hereby amends the Amended and Restated Employment Agreement,
dated May 7, 2009, by and between the Company and Executive
(the “ Agreement ”). Words and
phrases used herein with initial capital letters that are defined
in the Agreement are used herein as so defined.
I.
Section 7(d)(i) of the
Agreement is hereby amended in its entirety to read as
follows:
“Notwithstanding anything in
this Agreement to the contrary, in the event that it is determined
(as hereafter provided) that any payment (other than the Gross-Up
Payments provided for in this Section 7(d) and
Annex A) or distribution by the Company or any of its
Affiliates to or for the benefit of the Executive, whether paid or
payable or distributed or distributable pursuant to the terms of
this Agreement or otherwise pursuant to or by reason of any other
agreement, policy, plan, program or arrangement, including without
limitation any stock option, performance share, performance unit,
stock appreciation right or similar right, or the lapse or
termination of any restriction on or the vesting or exercisability
of any of the foregoing (a “ Payment ”),
would be sub
