Exhibit 10.5
AMENDMENT NO. 1 TO EMPLOYMENT
AGREEMENT
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
(“Amendment”) is entered into as of the 24th day of
February, 2006, between TransDigm Holding Company, a Delaware
corporation (the “Company”), and W. Nicholas Howley
(the “Executive”).
WHEREAS, the Company and the Executive entered into a certain
Employment Agreement dated June 6, 2003 (the “Employment
Agreement”). Capitalized terms used herein without
definition have the meanings given thereto in the Employment
Agreement.
WHEREAS, the Company and the Executive seek to amend the Employment
Agreement to provide for certain rights on behalf of the Executive
to use the aircraft owned by the Company for personal
use.
WHEREAS, the Company and the Executive also seek to amend the
Employment Agreement to reflect that Raymond Laubenthal is now the
President of the Company and that the Executive’s roles with
the Company are those of Chief Executive Officer and
Chairman.
WHEREAS, the Company and the Executive also seek to amend the
Employment Agreement in order to make clear certain provisions of
the noncompetition clause and the indemnification to which the
Executive is entitled under the terms of his employment.
NOW, THEREFORE, the parties agree as follows:
1.
Section 3(a) of the Employment Agreement is hereby amended to
delete the first sentence thereof and substitute in lieu thereof
the following:
“During the Term, the Executive shall serve as the Chairman
and Chief Executive Officer of each of the Company and its
subsidiary, TransDigm Inc. (“TransDigm”), with such
customary responsibilities, duties and authority as may from time
to time be assigned to the Executive by the
Board.”
2.
Section 7 of the Employment Agreement is hereby amended such
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