Exhibit 10.3
AMENDMENT NO. 1 TO
AMENDED AND RESTATED SEVERANCE PROTECTION AGREEMENT
This Amendment No. 1 is
effective as of May 7, 2009, by and between Axsys
Technologies, Inc. (the “ Company ”)
and Scott B. Conner (“ Executive ”) and
hereby amends the Amended and Restated Severance Protection
Agreement dated December 22, 2008 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.
The Agreement is hereby amended by
inserting the following new Section 2A immediately following
Section 2 of the Agreement:
“2A.
Bonus Amount for Year of Change in Control .
(a)
If the Executive is employed by the Company or an Employing
Affiliate until the last day of the fiscal year in which the Change
in Control occurs, the Executive will be entitled to receive the
greater of (i) the annual incentive bonus the Executive would
have been entitled to receive under the terms of the annual
incentive bonus plan of the Company in effect immediately prior to
the Change in Control based on the actual achievement of the
performance goals for such fiscal year, or (ii) an amount
equal to the annual incentive bonus the Executive would have earned
for the full fiscal year in which the Change in Control occurs
based on the last monthly Annual Forecast produced by the Company
preceding the date of the Change in Control and multiplied by a
fraction, (A) the numerator of which is the number of days in
the fiscal year preceding the date of the Change in Control, and
(B) the denominator of which is 365.
(b)
If, after a Change in Control and prior to the last day of
the fiscal year in which the Change in Control occurs, the
Executive’s employment with the Company or an Employing
Affiliate is terminated by the Executive for Good Reason or
pursuant to a Window Period Termination, or due to the
Executive’s death, or by the Company for any reason other
than for Cause, the Executive will be entitled to receive the
greater of (i) an amount equal to the annual incentive bonus
the Executive wo
