HEICO Corporation Leadership Compensation Plan

1.1

“ Account Balance ” shall mean, with respect to a Participant, an entry on the records of the Employer equal to the sum of the Participant’s Annual Accounts.  The Account Balance shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

1.2

“ Annual Account ” shall mean, with respect to a Participant, an entry on the records of the Employer equal to the following amount: (i) the sum of the Participant’s Annual Deferral Amount, Company Contribution Amount and Company Matching Amount for any one Plan Year or Fiscal Year, as applicable, plus (ii) amounts credited or debited to such amounts pursuant to this Plan, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Annual Account for such Plan Year.  The Annual Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

1.3

“ Annual Deferral Amount ” shall mean (i) that portion of a Participant’s Base Salary and other compensation that does not qualify as Fiscal Year Compensation that a Participant defers in accordance with Article 3 for any one Plan Year, without regard to whether such amounts are withheld and credited during such Plan Year, and (ii) that portion of the Participant’s compensation that qualifies as Fiscal Year Compensation that a Participant defers in accordance with Article 3 for any Fiscal Year, without regard to whether such amounts are withheld and credited during such Fiscal Year.  In the event of a Participant’s Disability or death prior to the end of a Plan Year, such year’s Annual Deferral Amount shall be the actual amount withheld prior to that event.

1.4

“ Annual Installment Method ” shall be an annual installment payment over the number of years selected by the Participant   in accordance with this Plan, calculated as follows: (i) for the first annual installment, the vested portion of each Annual Account shall be calculated as of the close of business on or around   the Participant’s Benefit Distribution Date, as determined by the Committee in its sole discretion,   and (ii) for remaining annual installments, the vested portion of each applicable Annual Account shall be calculated on every anniversary of such calculation date, as applicable.  Each annual installment shall be calculated by multiplying this balance by a fraction, the numerator of which is one and the denominator of which is the remaining number of annual payments due to the Participant.  By way of example, if the Participant elects a ten (10) year Annual Installment Method as the form of Retirement Benefit for an Annual Account, the first payment shall be 1/10 of the vested balance of such Annual Account, calculated as described in this definition.  The following year, the payment shall be 1/9 of the vested balance of such Annual Account, calculated as described in this definition.

1.5

“ Base Salary ” shall mean the annual cash compensation relating to services performed during any Plan Year, excluding distributions from nonqualified deferred compensation plans, bonuses, commissions, overtime, fringe benefits, stock options, relocation expenses, incentive payments, non-monetary awards, director fees and other fees, and automobile and other allowances paid to a Participant for employment services rendered (whether or not such allowances are included in the Employee’s gross income).  Base Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or nonqualified plans of any Employer and shall be calculated to include amounts not otherwise included in the Participant’s gross income under Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by any Employer; provided, however, that all such amounts will be included in compensation only to the extent that had there been no such plan, the amount would have been payable in cash to the Employee.

1.6

“ Beneficiary ” shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 10, that are entitled to receive benefits under this Plan upon the death of a Participant.

1.7

“ Beneficiary Designation Form ” shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to designate one or more Beneficiaries.

1.8

“ Benefit Distribution Date ” shall mean a date that triggers distribution of a Participant’s vested benefits.  A Benefit Distribution Date for a Participant shall be determined upon the occurrence of any one of the following:

(a)

If the Participant Retires, the Benefit Distribution Date for his or her vested Account Balance shall be the last day of the six-month period immediately following the date on which the Participant Retires; provided, however, in the event the Participant changes the Retirement Benefit election for one or more Annual Accounts in accordance with Section 6.2(b), the Benefit Distribution Date for such Annual Account(s) shall be postponed in accordance with such section 6.2(b); or

(b)

If the Participant experiences a Termination of Employment, the Benefit Distribution Date for his or her vested Account Balance shall be the last day of the six-month period immediately following the date on which the Participant experiences a Termination of Employment; or

(c)

If the Participant dies prior to the complete distribution of his or her vested Account Balance, the Participant’s Benefit Distribution Date shall be the date on which the Committee is provided with proof that is satisfactory to the Committee of the Participant’s death; or

(d)

If the Participant becomes Disabled, the Participant’s Benefit Distribution Date shall be the date on which the Participant becomes Disabled; or

(e)

If (i) a Change in Control occurs prior to the Participant’s Termination of Employment, Retirement, death or Disability, and (ii) the Participant has elected to receive a Change in Control Benefit, as set forth in Section 5.1 below, the Participant’s Benefit Distribution Date shall be the date on which the Company experiences a Change in Control, as determined by the Committee in its sole discretion.

1.9

“ Board ” shall mean the board of directors of the Company.

1.10

“ Bonus ” shall mean any compensation, in addition to Base Salary, Commissions and LTIP Amounts, earned by a Participant for services rendered during a Plan Year or Fiscal Year, as applicable, under any Employer’s annual bonus and cash incentive plans.

1.11

“ Change in Control ” shall mean any “change in control event” as defined in accordance with Code Section 409A and related Treasury guidance and Regulations.

1.12

“ Change in Control Benefit ” shall have the meaning set forth in Article 5.

1.13

“ Claimant ” shall have the meaning set forth in Section 15.1.

1.14

“ Code ” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.

1.15

“ Commissions ” shall mean the cash commissions earned by a Participant from any Employer for services rendered during a Plan Year, excluding Bonus, LTIP Amounts or other additional incentives or awards earned by the Participant.

1.16

“ Committee ” shall mean the committee described in Article 13.

1.17

“ Company ” shall mean HEICO Corporation, a Florida corporation, and any successor to all or substantially all of the Company’s assets or business.

1.18

“ Company Contribution Amount ” shall mean, for any one Fiscal Year, the amount determined in accordance with Section 3.5.

1.19

“ Company Matching Amount ” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.6.

1.20

“ Death Benefit ” shall mean the benefit set forth in Article 9.

1.21

“ Director ” shall mean any member of the board of directors of any Employer.

1.22

“ Director Fees ” shall mean the annual fees earned by a Director from any Employer, including retainer fees and meetings fees, as compensation for serving on the board of directors.

1.23

“ Disability ” or “ Disabled ” shall mean that a Participant is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident or health plan covering employees of the Participant’s Employer.  For purposes of this Plan, a Participant shall be deemed Disabled if determined to be totally disabled by the Social Security Administration, or if determined to be disabled in accordance with the applicable disability insurance program of such Participant’s Employer, provided that the definition of “disability” applied under such disability insurance program complies with the requirements in the preceding sentence.

1.24

“ Disability Benefit ” shall mean the benefit set forth in Article 8.

1.25

“ Election Form ” shall mean the form, which may be in electronic format, established from time to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the Plan.

1.26

“ Employee ” shall mean a person who is an employee of any Employer.

1.27

“ Employer(s) ” shall mean the Company and/or any of its subsidiaries (now in existence or hereafter formed or acquired) that have been selected by the Board to participate in the Plan and have adopted the Plan as a sponsor.

1.28

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

1.29

“ First Plan Year ” shall mean the period beginning October 1, 2006 and ending October 31, 2006.

1.30

“ Fiscal Year ” shall mean the taxable year of the Employer, beginning on November 1 of each year and continuing through October 31 of the following year.

1.31

“ Fiscal Year Compensation ” shall mean compensation relating to a period of service co-extensive with one or more consecutive Fiscal Years, of which no amount is paid or payable

during the Fiscal Year or Years constituting the period of service, or which otherwise qualifies as “fiscal year compensation” under Treasury Regulations Section 1.409A-2(a)(6).

1.32

“ 401(k) Plan ” shall mean, with respect to an Employer, a plan qualified under Code Section 401(a) that contains a cash or deferral arrangement described in Code Section 401(k), adopted by the Employer, as it may be amended from time to time, or any successor thereto.

1.33

“ LTIP Amounts ” shall mean any portion of the compensation that is earned by a Participant as an Employee under any Employer’s long-term incentive plan or any other long-term incentive arrangement designated by the Committee.

1.34

“ Participant ” shall mean any Employee or Director (i) who is selected to participate in the Plan, (ii) who submits an executed Plan Agreement, Election Form and Beneficiary Designation Form, which are accepted by the Committee, and (iii) whose Plan Agreement has not terminated.

1.35

“ Plan ” shall mean the HEICO Leadership Compensation Plan, which shall be evidenced by this instrument and by each Plan Agreement, as they may be amended from time to time.

1.36

“ Plan Agreement ” shall mean a written agreement, as may be amended from time to time, which is entered into by and between an Employer and a Participant.  Each Plan Agreement executed by a Participant and the Participant’s Employer shall provide for the entire benefit to which such Participant is entitled under the Plan; should there be more than one Plan Agreement, the Plan Agreement bearing the latest date of acceptance by the Employer shall supersede all previous Plan Agreements in their entirety and shall govern such entitlement.  The terms of any Plan Agreement may be different for any Participant, and any Plan Agreement may provide additional benefits not set forth in the Plan or limit the benefits otherwise provided under the Plan; provided, however, that any such additional benefits or benefit limitations must be agreed to by both the Employer and the Participant.

1.37

“ Plan Year ” shall, except for the First Plan Year, mean the period beginning on January 1 of each year and continuing through December 31 of the same year.

1.38

“ Retirement ”, “ Retire(s) ” or “ Retired ” shall mean, with respect to an Employee, A Separation from Service with all Employers for any reason other than death or Disability, as determined in accordance with Code Section 409A and related Treasury guidance and Regulations, on or after the earlier of the attainment of (a) age sixty-five (65) or (b) age fifty-five (55) with ten (10) Years of Service; and shall mean with respect to a Director who is not an Employee, Separation from Service as a Director.  If a Participant is both an Employee and a Director, and does not have benefits under this Plan (or a plan required to  be aggregated with this Plan) for services both as an Employee and a Director, the services provided as a Director are not taken into consideration in determining if the Participant has a Separation from Service as an Employee hereunder and the services as an Employee are not taken into consideration for purposes of determining if the Director has as Separation of Service as a Director.

1.39

“ Retirement Benefit ” shall mean the benefit set forth in Article 6.

1.40

“ Scheduled Distribution ” shall mean the distribution set forth in Section 4.1.

1.41

“ Separation from Service ” shall have the meaning set forth in Code Section 409A(a)(2) and the regulations issued pursuant thereto.

1.42

“ Stock ” shall mean HEICO Corporation common stock, $.01 par value, or any other equity securities designated by the Committee.

1.43

“ Terminate the Plan ”, “ Termination of the Plan ” shall mean a determination by an Employer’s board of directors that (i) all of its Participants shall no longer be eligible to participate in the Plan, (ii) no new deferral elections for such Participants shall be permitted, and (iii) such Participants shall no longer be eligible to be credited with any contributions under this Plan.

1.44

“ Termination Benefit ” shall mean the benefit set forth in Article 7.

1.45

“ Termination of Employment ” shall mean the Separation from Service, voluntarily or involuntarily, for any reason other than Retirement, Disability or death, as determined in accordance with Code Section 409A and related Treasury guidance and Regulations.  If a Participant is both an Employee and a Director and does not have benefits under this Plan (or a plan required to be aggregated with this Plan) for services both as an Employee and a Director, the services provided as a Director are not taken into consideration in determining if the Participant has a Termination of Employment as an Employee hereunder and the services as an Employee are not taken into consideration for purposes of determining if the Director has as Termination of Employment as a Director.

1.46

“ Trust ” shall mean one or more trusts established by the Company in accordance with Article 16.

1.47

“ Unforeseeable Emergency ” shall mean a severe financial hardship of the Participant resulting from (i) an illness or accident of the Participant, the Participant’s spouse, or the Participant’s dependent (as defined in Code Section 152(a)), (ii) a loss of the Participant’s property due to casualty, or (iii) such other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Committee.

1.48

“ Years of Service ” shall mean the total number of full years in which a Participant has been employed by one or more Employers.  For purposes of this definition, a year of employment shall be a 365 day period (or 366 day period in the case of a leap year) that, for the first year of employment, commences on the Employee’s date of hiring and that, for any subsequent year, commences on an anniversary of that hiring date.  The Committee shall make a determination as to whether any partial year of employment shall be counted as a Year of Service.

2.1

2.2

Enrollment and Eligibility Requirements; Commencement of Participation .

(a)

As a condition to participation, each Director or selected Employee who is eligible to participate in the Plan effective as of the first day of a Plan Year shall complete, execute and return to the Committee a Plan Agreement, an Election Form and a Beneficiary Designation Form, prior to the first day of such Plan Year, or such other earlier deadline as may be established by the Committee in its sole discretion.  In addition, the Committee shall establish from time to time such other enrollment requirements as it determines, in its sole discretion, are necessary.  With respect to the First Plan Year, each Director or selected Employee must complete these requirements within thirty (30) days of the date on which such Director or Employee becomes eligible to participate in the Plan.  Except as provided in Section 2.2(b) below, with respect to any Plan Year after the First Plan Year, each Director or selected Employee must complete these requirements prior to the first day of such Plan Year, or such other earlier deadline as may be established by the Committee in its sole discretion.  

(b)

To the extent permissible under Code Section 409A and related Treasury guidance or Regulations, a Director or selected Employee who first becomes eligible to participate in this Plan after the first day of a Plan Year must complete, execute and return to the Committee a Plan Agreement, an Election Form, and a Beneficiary Designation Form within thirty (30) days after he or she first becomes eligible to participate in the Plan, or within such other earlier deadline as may be established by the Committee, in its sole discretion, in order to participate for that Plan Year.  In such event, such person’s participation in this Plan shall not commence earlier than the date determined by the Committee pursuant to Section 2.2(c) and such person shall not be permitted to defer under this Plan any portion of his or her Base Salary, Bonus, LTIP Amounts, Commissions and/or Director Fees that are paid with respect to services performed prior to his or her participation commencement date, except to the extent permissible under Code Section 409A and related Treasury guidance or Regulations.

(c)

Each Director or selected Employee who is eligible to participate in the Plan shall commence participation in the Plan on the date that the Committee determines, in its sole discretion, that the Director or Employee has met all enrollment requirements set forth in this Plan and required by the Committee, including returning all required documents to the Committee within the specified time period.  Notwithstanding the foregoing, the Committee shall process such Participant’s deferral election as soon as administratively practicable after such deferral election is submitted to and accepted by the Committee.

(d)

If a Director or an Employee fails to meet all requirements contained in this Section 2.2 within the period required, that Director or Employee shall not be eligible to participate in the Plan during such Plan Year.

3.1

Minimum Deferrals .

(a)

Annual Deferral Amount .  For each Plan Year, or Fiscal Year, as applicable depending upon the service period to which such compensation relates, a Participant may elect to defer, as his or her Annual Deferral Amount, Base Salary, Bonus, Commissions, LTIP Amounts and/or Director Fees in the following minimum amounts for each deferral elected:

(b)

Short Plan Year .  Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year or Fiscal Year, as applicable depending upon the service period to which such compensation relates, the minimum Annual Deferral Amount shall be an amount equal to the minimum set forth above, multiplied by a fraction, the numerator of which is the number of complete days remaining in the service period to which such compensation relates and the denominator of which is the total number of days in the service period to which such compensation relates.

3.2

Maximum Deferral .

(a)

Annual Deferral Amount .  For each Plan Year, or Fiscal Year, as applicable depending upon the service period to which such compensation relates, a Participant may elect to defer, as his or her Annual Deferral Amount, Base Salary, Bonus, Commissions, LTIP Amounts and/or Director Fees up to the following maximum percentages for each deferral elected:

(b)

Short Plan Year .  Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, or Fiscal Year, as applicable depending upon the service period to which such compensation relates, the maximum Annual Deferral Amount shall be limited to the amount of compensation not yet earned by the Participant as of the date the Participant submits a Plan Agreement and Election Form to the Committee for acceptance, except to the extent permissible under Code Section 409A and related Treasury guidance or Regulations.  For compensation that is earned based upon a specified performance period, the Participant’s deferral election will apply to the portion of such compensation that is equal to (i) the total amount of compensation for the performance period, multiplied by (ii) a fraction, the numerator of which is the number of days remaining in the service period after the Participant’s deferral election is made, and the denominator of which is the total number of days in the performance period.

3.3

Election to Defer; Effect of Election Form .

(a)

Initial Participation .  In connection with a Participant’s commencement of participation in the Plan, the Participant shall make an irrevocable election to defer Base Salary, Bonus, Commissions, Director Fees and LTIP Amounts for the Plan Year, or Fiscal Year, as applicable depending upon the service period to which such compensation relates, in which the Participant commences participation in the Plan, along with such other elections as the Committee deems necessary or desirable under the Plan.  For these elections to be valid, the Election Form must be completed and signed by the Participant, timely delivered to the Committee (in accordance with Section 2.2 above) and accepted by the Committee.

(b)

Deferral Elections .  A Participant may elect to defer Base Salary, Bonus, Commissions, Director Fees, and LTIP Amounts (but no other form of compensation), and make such other elections as the Committee deems necessary or desirable under the Plan by timely delivering a new Election Form to the Committee, in accordance with its rules and procedures, on or before each October 31.  The Participant’s deferral elections would apply to (i) deferrable compensation that qualifies as Fiscal Year Compensation earned for services rendered during the Fiscal Year that begins on the November 1 immediately following the date on which the election is made, and (ii) Base Salary and other deferrable compensation that does not qualify as Fiscal Year Compensation that is earned for services rendered during one or more Plan Years following the calendar year in which the election is made.  For purposes of this Section 3.3(b), the timing of the deferral election with respect to deferrable compensation that does not qualify as Fiscal Year

Compensation because it relates to a period of service of less than one taxable year of the Employer, must be made on or before each October 31 of the calendar year immediately preceding the Plan Year in which the service period begins for compensation being deferred.

(c)

Performance-Based Compensation . Notwithstanding the foregoing, the Committee may, in its sole discretion, determine that an irrevocable deferral election pertaining to “performance-based compensation” based on services performed over a period of at least twelve (12) months, may be made by timely delivering an Election Form to the Committee, in accordance with its rules and procedures, no later than six (6) months before the end of the performance service period.  “Performance-based compensation” shall be compensation, the payment or amount of which is contingent on pre-established organizational or individual performance criteria, which satisfies the requirements of Code Section 409A and related Treasury guidance or Regulations.  In order to be eligible to make a deferral election for performance-based compensation, a Participant must perform services continuously from a date no later than the date upon which the performance criteria for such compensation are established through the date upon which the Participant makes a deferral election for such compensation.  In no event shall an election to defer performance-based compensation be permitted after such compensation has become both substantially certain to be paid and readily ascertainable.

(d)

Compensation Subject to Risk of Forfeiture.   With respect to compensation (i) to which a Participant has a legally binding right to payment in a subsequent year, and (ii) that is subject to a forfeiture condition requiring the Participant’s continued services for a period of at least twelve (12) months from the date the Participant obtains the legally binding right, the Committee may, in its sole discretion, determine that an irrevocable deferral election for such compensation may be made by timely delivering an Election Form to the Committee in accordance with its rules and procedures, no later than the 30 ^th day after the Participant obtains the legally binding right to the compensation, provided that the election is made at least twelve (12) months in advance of the earliest date at which the forfeiture condition could lapse.

3.4

in Base Salary.  The Bonus, Commissions, LTIP Amounts and/or Director Fees portion of the Annual Deferral Amount shall be withheld at the time the Bonus, Commissions, LTIP Amounts or Director Fees are or otherwise would be paid to the Participant, whether or not this occurs during the Plan Year itself.  Annual Deferral Amounts shall be credited to the Participant’s Annual Account for such Plan Year at the time such amounts would otherwise have been paid to the Participant.

3.5

Company Contribution Amount .

(a)

For each Fiscal Year, an Employer may be required to credit amounts to a Participant’s Annual Account in accordance with employment or other agreements entered into between the Participant and the Employer, which amounts shall be part of the Participant’s Company Contribution Amount for that Fiscal Year.  Such amounts shall be credited to the Participant’s Annual Account for the applicable Fiscal Year on the date or dates prescribed by such agreements.

(b)

For each Fiscal Year, an Employer, in its sole discretion, may, but is not required to, credit any amount it desires to any Participant’s Annual Account under this Plan, which amount shall be part of the Participant’s Company Contribution Amount for that Fiscal Year.  The amount so credited to a Participant may be smaller or larger than the amount credited to any other Participant, and the amount credited to any Participant for a Fiscal Year may be zero, even though one or more other Participants receive a Company Contribution Amount for that Fiscal Year.  The Company Contribution Amount described in this Section 3.5(b), if any, shall be credited to the Participant’s Annual Account for the applicable Fiscal Year on a date or dates to be determined by the Committee, in its sole discretion.

3.6

3.7

3.8

Vesting .

(a)

A Participant shall at all times be 100% vested in the portion of his or her Account Balance attributable to his or her deferrals of Base Salary, Bonus, Commissions, LTIP Amounts and Director’s Fees as adjusted for amounts credited or debited on such amounts (pursuant to Section 3.9).

(b)

A Participant shall be vested in