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 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 Executive’s Termination Date and
multiplied by a fraction, (A) the numerator of which is the number of days
in the fiscal year preceding the Executive’s Termination Date, and (B) the
denominator of which is 365, and (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, (1) the
numerator of which is the number of days in the fiscal year preceding the date
of the Change in Control, and (2) the denominator of which is 365.


 


(c)           For purposes of this Section 2A,
the “Annual Forecast” is the Company’s forecast of the extent to which the
performance goals for the fiscal year are expected to be achieved by the last
day of the fiscal year.


 


(d)           Any such amount owed to Executive
under this Section 2A shall be paid no later than March 15 of the
year following the year in which the Change in Control occurs or, if earlier,
within 10 days of the Executive’s Termination Date.”


 


II.


 


Section 16.1 of the
Agreement is hereby amended in its entirety to read as follows:


 


“Accrued Compensation.  For purposes of this Agreement, “Accrued Compensation”
shall mean all amounts of compensation for services rendered to the Company or
an Employing Affiliate that have been earned or accrued through the Termination
Date but that have not been paid as of the Termination Date, including (a) base
salary, (b) reimbursement for reasonable and necessary business expenses
incurred by the Executive on behalf of the Company or an Employing Affiliate
during the period ending on the Termination Date, (c) unless Section 2A(a) applies, any
accrued but unpaid bonus with respect to any fiscal year completed prior to the
Termination Date and (d) vacation pay; provided,
however, that Accrued Compensation shall not include any amounts
described in clause (a) that have been deferred pursuant to any salary
reduction or deferred compensation elections made by the Executive.  Any reimbursement for reasonable and
necessary business expenses incurred by the Executive that is included within
the meaning of Accrued Compensation will be made in accordance with the
Company’s expense reimbursement policy and in all events no later than the last
day of the calendar year following the calendar year in which the Executive
incurred the expense.  In no event will
the amount of expenses so reimbursed by the Company in one year affect the amount
of expenses eligible for reimbursement, or in-kind benefits to be provided, in
any other taxable year.”


 


[Signatures
on Following Page]


 


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IN WITNESS WHEREOF, the
Company has caused this Amendment No. 1 to be executed on its behalf by
its duly authorized officer and Executive has executed this Amendment No. 1,
as of the date first written above.


 


	
   

  	
  AXSYS TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen W. Bershad

  
	
   

  	
  Name:

  	
  Stephen W. Bershad

  
	
   

  	
  Title: 

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Scott B. Conner

  
	
   

  	
  SCOTT B. CONNER

  



 


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