Exhibit 10.5
AMENDMENT NO. 2 TO
AMENDED AND RESTATED SEVERANCE PROTECTION AGREEMENT
This Amendment No. 2 is
effective as of June 3, 2009, by and between Axsys
Technologies, Inc. (the “ Company ”)
and David A. Almeida (“ Executive ”) and
hereby amends the Amended and Restated Severance Protection
Agreement dated December 22, 2008, as amended on May 7,
2009, 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.
Section 3(a) of the
Agreement is hereby amended in its entirety to read as
follows:
“Anything in this Agreement to
the contrary notwithstanding, in the event that this Agreement
becomes operative and it is determined (as hereafter provided) that
any payment (other than the Gross-Up payments provided for in this
Section 3 and Annex A) or distribution by the Company or
any of its Affiliates to or for the benefit of the Executive,
whether paid or payable or distributed or distributable pursuant to
the terms of this Agreement or otherwise pursuant to or by reason
of any other agreement, policy, plan, program or arrangement,
including without limitation any stock option, performance share,
performance unit, stock appreciation right or similar right, or the
lapse or termination of any restriction on or
