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HEICO Corporation Exhibit 10.1
Leadership Compensation Plan
Plan Document
================================================================================
Effective October 1, 2006; (As Amended and Restated,
effective
January 1, 2009)
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
TABLE OF CONTENTS
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Page
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ARTICLE 1
Definitions.........................................................................1
ARTICLE 2 Selection, Enrollment,
Eligibility..................................................6
2.1 Selection by
Committee..............................................................6
2.2 Enrollment and Eligibility Requirements; Commencement of
Participation..............6
ARTICLE 3 Deferral Commitments/Company Contribution Amounts/
Company Matching
Amounts/
Vesting/Crediting/Taxes....................................................7
3.1 Minimum
Deferrals...................................................................7
3.2 Maximum
Deferral....................................................................8
3.3 Election to Defer; Effect of Election
Form..........................................9
3.4 Withholding and Crediting of Annual Deferral
Amounts...............................10
3.5 Company Contribution
Amount........................................................10
3.6 Company Matching
Amount............................................................10
3.7 Crediting of Amounts after Benefit
Distribution....................................11
3.8
Vesting............................................................................11
3.9 Crediting/Debiting of Account
Balances.............................................12
3.10 FICA and Other
Taxes...............................................................14
ARTICLE 4 Scheduled Distribution; Unforeseeable
Emergencies..................................15
4.1 Scheduled
Distribution.............................................................15
4.2 Postponing Scheduled
Distributions.................................................16
4.3 Other Benefits Take Precedence Over Scheduled
Distributions........................16
4.4 Unforeseeable
Emergencies..........................................................16
ARTICLE 5 Change in Control
Benefit..........................................................17
5.1 Change in Control
Benefit..........................................................17
5.2 Payment of Change in Control
Benefit...............................................17
ARTICLE 6 Retirement
Benefit.................................................................17
6.1 Retirement
Benefit.................................................................17
6.2 Payment of Retirement
Benefit......................................................18
ARTICLE 7 Termination
Benefit................................................................18
7.1 Termination
Benefit................................................................18
7.2 Payment of Termination
Benefit.....................................................18
ARTICLE 8 Disability
Benefit.................................................................19
8.1 Disability
Benefit.................................................................19
8.2 Payment of Disability
Benefit......................................................19
ARTICLE 9 Death
Benefit......................................................................19
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
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9.1 Death
Benefit......................................................................19
9.2 Payment of Death
Benefit...........................................................19
ARTICLE 10 Beneficiary
Designation............................................................19
10.1
Beneficiary........................................................................19
10.2 Beneficiary Designation; Change; Spousal
Consent...................................19
10.3
Acknowledgment.....................................................................20
10.4 No Beneficiary
Designation.........................................................20
10.5 Doubt as to
Beneficiary............................................................20
10.6 Discharge of
Obligations...........................................................20
ARTICLE 11 Leave of
Absence...................................................................20
11.1 Paid Leave of
Absence..............................................................20
11.2 Unpaid Leave of
Absence............................................................20
11.3 Leaves Resulting in Separation from
Service........................................20
ARTICLE 12 Termination of Plan, Amendment or
Modification.....................................21
12.1 Termination of
Plan................................................................21
12.2
Amendment..........................................................................21
12.3 Plan
Agreement.....................................................................22
12.4 Effect of
Payment..................................................................22
ARTICLE 13
Administration.....................................................................22
13.1 Committee
Duties...................................................................22
13.2 Administration Upon Change In
Control..............................................22
13.3
Agents.............................................................................22
13.4 Binding Effect of
Decisions........................................................23
13.5 Indemnity of
Committee.............................................................23
13.6 Employer
Information...............................................................23
13.7 Receipts and
Release...............................................................23
ARTICLE 14 Other Benefits and
Agreements......................................................23
14.1 Coordination with Other
Benefits...................................................23
ARTICLE 15 Claims
Procedures..................................................................23
15.1 Presentation of
Claim..............................................................23
15.2 Notification of
Decision...........................................................24
15.3 Review of a Denied
Claim...........................................................24
15.4 Decision on
Review.................................................................25
15.5 Legal
Action.......................................................................25
ARTICLE 16
Trust..............................................................................25
16.1 Establishment of the
Trust.........................................................25
16.2 Interrelationship of the Plan and the
Trust........................................25
16.3 Distributions From the
Trust.......................................................25
</TABLE>
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
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ARTICLE 17
Miscellaneous......................................................................26
17.1 Status of
Plan.....................................................................26
17.2 Unsecured General
Creditor.........................................................26
17.3 Employer's
Liability...............................................................26
17.4
Nonassignability...................................................................26
17.5 Not a Contract of
Employment.......................................................26
17.6 Furnishing
Information.............................................................27
17.7
Terms..............................................................................27
17.8
Captions...........................................................................27
17.9 Governing
Law......................................................................27
17.10
Notice.............................................................................27
17.11
Successors.........................................................................27
17.12 Spouse's
Interest..................................................................27
17.13
Validity...........................................................................27
17.14
Incompetent........................................................................28
17.15 Court
Order........................................................................28
17.16 Distribution in the Event of Income Inclusion Under
409A...........................28
17.17 Deduction Limitation on Benefit
Payments...........................................28
17.18
Insurance..........................................................................29
</TABLE>
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<PAGE>
HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
Purpose
-------
The purpose of this Plan is to provide specified benefits to
Directors and
a select group of management or highly compensated Employees who
contribute
materially to the continued growth, development and future
business success of
HEICO Corporation, a Florida corporation, and its subsidiaries,
if any, that
sponsor this Plan. This Plan shall be unfunded for tax purposes
and for purposes
of Title I of ERISA. This Plan is also intended to comply with
all applicable
law, including Code Section 409A and related Treasury guidance
and Regulations,
and shall be operated and interpreted in accordance with this
intention.
This Plan is intended to comply with all applicable law,
including Code
[Sec]409A and related Treasury guidance and Regulations, and
shall be operated
and interpreted in accordance with this intention.
ARTICLE 1
Definitions
-----------
For the purposes of this Plan, unless otherwise clearly apparent
from the
context, the following phrases or terms shall have the following
indicated
meanings:
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, 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 that portion of a
Participant's Base
Salary, Bonus, Commissions, Director Fees and LTIP Amounts 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. 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 such 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
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
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 calendar 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
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<PAGE>
HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
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, 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 Plan
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.
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
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 "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.
1.31 "LTIP Amounts" shall mean any portion of the compensation
attributable to
a Plan Year 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.
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
1.32 "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.
1.33 "Plan" shall mean the HEICO Corporation Executive Retention
Plan, which
shall be evidenced by this instrument and by each Plan
Agreement, as they
may be amended from time to time.
1.34 "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.
1.35 "Plan Year" shall, except for the First Plan Year, mean a
period beginning
on November 1 of each year and continuing through October 31 of
the
following year.
1.36 "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.
1.37 "Retirement Benefit" shall mean the benefit set forth in
Article 6.
1.38 "Scheduled Distribution" shall mean the distribution set
forth in Section
4.1.
1.39 "Separation from Service" shall have the meaning set forth
in Code Section
409A(a)(2) and the regulations issued pursuant thereto.
1.40 "Stock" shall mean HEICO Corporation common stock, $.01 par
value, or any
other equity securities designated by the Committee.
1.41 "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
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<PAGE>
HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
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.
1.42 "Termination Benefit" shall mean the benefit set forth in
Article 7.
1.43 "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.
1.44 "Trust" shall mean one or more trusts established by the
Company in
accordance with Article 16.
1.45 "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.
1.46 "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.
ARTICLE 2
Selection, Enrollment, Eligibility
----------------------------------
2.1 Selection by Committee. Participation in the Plan shall be
limited to
Directors and, as determined by the Committee in its sole
discretion, a
select group of management or highly compensated Employees. From
that
group, the Committee shall select, in its sole discretion,
those
individuals who may actually participate in this Plan.
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
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
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) 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.
ARTICLE 3
Deferral Commitments/Company Contribution Amounts/
--------------------------------------------------
Company Matching Amounts/ Vesting/Crediting/Taxes
-------------------------------------------------
3.1 Minimum Deferrals.
------------------
(a) Annual Deferral Amount. For each Plan Year, 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:
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
<TABLE>
<CAPTION>
------------------------------------------------------
Deferral Minimum Amount
------------------------------------------------------
<S> <C>
Base Salary, Bonus,
Commissions and/or LTIP $5,000 aggregate
Amounts
------------------------------------------------------
Director Fees $0
------------------------------------------------------
</TABLE>
If the Committee determines, in its sole discretion, prior to
the
beginning of a Plan Year that a Participant has made an
election
for less than the stated minimum amounts, or if no election
is
made, the amount deferred shall be zero.
(b) Short Plan Year. Notwithstanding the foregoing, if a
Participant
first becomes a Participant after the first day of a Plan Year,
or
in the case of the First Plan Year of the Plan itself, 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 months remaining in the Plan Year and
the
denominator of which is 12.
3.2 Maximum Deferral.
-----------------
(a) Annual Deferral Amount. For each Plan Year, 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:
<TABLE>
<CAPTION>
------------------------------------------------------
Deferral Maximum Percentage
------------------------------------------------------
<S> <C>
Base Salary 100%
------------------------------------------------------
Bonus 100%
------------------------------------------------------
Commissions 100%
------------------------------------------------------
LTIP Amounts 100%
------------------------------------------------------
Director Fees 100%
------------------------------------------------------
</TABLE>
(b) Short Plan Year. Notwithstanding the foregoing, if a
Participant
first becomes a Participant after the first day of a Plan Year,
or
in the case of the First Plan Year of the Plan itself, 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.
--------------------------------------------------------------------------------
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<PAGE>
HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
3.3 Election to Defer; Effect of Election Form.
-------------------------------------------
(a) First Plan Year. 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 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) Subsequent Plan Years. For each succeeding Plan Year, a
Participant
may elect to defer Base Salary, Bonus, Commissions, Director
Fees
and LTIP Amounts, 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, before the October 31st preceding the Plan Year
in
which such compensation is earned, or before such other
deadline
established by the Committee in accordance with the requirements
of
Code Section 409A and related Treasury guidance or Regulations.
For
compensation which is earned over one or more consecutive
fiscal
years of an Employer that is not payable during the service
period,
the Committee may determine that a Participant may defer
such
compensation by making an election before the last day of
the
fiscal year preceding the first fiscal year in which the
services
are performed.
Any deferral election(s) made in accordance with this
Section
3.3(b) shall be irrevocable; provided, however, that if the
Committee requires Participants to make a deferral election
for
"performance-based compensation" by the deadline(s)
described
above, it may, in its sole discretion, and in accordance with
Code
Section 409A and related Treasury guidance or Regulations,
permit a
Participant to subsequently change his or her deferral election
for
such compensation by submitting an Election Form to the
Committee
no later than the deadline established by the Committee pursuant
to
Section 3.3(c) below.
(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.
--------------------------------------------------------------------------------
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<PAGE>
HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
(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 30th 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 Withholding and Crediting of Annual Deferral Amounts. For
each Plan Year,
the Base Salary portion of the Annual Deferral Amount shall be
withheld
from each regularly scheduled Base Salary payroll in equal
amounts, as
adjusted from time to time for increases and decreases 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 Plan 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 Plan Year. Such amounts shall
be
credited to the Participant's Annual Account for the
applicable
Plan Year on the date or dates prescribed by such
agreements.
(b) For each Plan 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
Plan
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 Plan Year may be
zero,
even though one or more other Participants receive a Company
Contribution Amount for that Plan Year. The Company
Contribution
Amount described i
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