Exhibit 10(a)
EXTENSION AGREEMENT
THIS
EXTENSION AGREEMENT is made and entered into as of the 30th day of
August, 2007, by and among EDO CORPORATION, a New York corporation,
and JAMES M.
SMITH with respect to that certain Amended and Restated Employment Agreement
between the parties dated as of October 1, 2004 (the "Master
Agreement"). Terms
not otherwise defined herein have the same meaning as in the Master
Agreement.
WHEREAS, the Master
Agreement will expire by its terms pursuant to Section
3 thereof at the earlier of the date of the 2008 Annual Meeting of the Company
or May 31,
2008 (the "Normal Expiration") and parties desire to assure
themselves of sufficient time for an orderly transition in the
senior management
of the Company.
WHEREAS, the Company
desires to have access
to your skill and
experience
during such
transition, which
could take up to an
additional year beyond
the
normal expiration of
the Master Agreement and desires to extend your employment
for such additional year on terms agreed between you and the
Company;
NOW
THEREFORE, you and the Company agree as follows:
1.
Extension
Period. Unless the Master Agreement has otherwise terminated
prior to its Normal
Expiration,
the parties agree that the Master
Agreement shall be extended automatically and without further action
of the parties for a
period of twelve (12) months from the end of its
term on May 31, 2008
or if earlier, the date of the 2008 Annual
Meeting of the Company
(such twelve
month period, the "Extension
Period").
2.
Extension
Period
Terms. Except as modified by this Extension
Agreement, the terms
of the Master
Agreement shall continue to apply
in full force and effect during the Extension Period. The following
provisions of the
Master Agreement shall be amended and apply as
indicated during the Extension Period.
a. Employment
Duties. Section 2 of the Master Agreement shall
continue in effect,
except that last sentence shall be replaced
in its entirety with the following: "During the Extension
Period,
your duties shall include participation in such succession and
transition plan,
including the timely implementation of such
plan, as determined by the Board of Directors."
b. Term.
Section 3 of the
Master Agreement shall be amended to such
that the term of the Master Agreement, as extended by this
Extension Agreement,
shall be through the earlier of the date of
the Company's 2009 Annual Meeting or May 31, 2009, unless
earlier
terminated in
accordance with the
provision of Section 5 of the
Master Extension Agreement.
c. Compensation
and Benefit
