Exhibit 10.1


 


SEVERANCE AND CHANGE IN
CONTROL AGREEMENT


 


(Effective from and after July 9,
2008)


 


This Severance and Change in Control Agreement (“Agreement”) made and
entered into as of the     th day of               ,
by and between         , a           
corporation (“Company”), and               
(“Employee”).


 


WHEREAS,
the Company currently employs Employee as an employee at will in the capacity
of             , and


 


WHEREAS,
the Company and Employee desire to enter into an Agreement as herein set forth
to reflect certain mutually agreed changes to the terms and conditions thereof;
and


 


NOW,
THEREFORE, in consideration of the mutual agreements herein set forth and other
good and valuable consideration, the parties hereto agree as follows:


 


1.                                       Employment.  Employee
will continue employment with the Company as an at-will employee subject to the
terms and conditions hereinafter set forth.


 


2.                                       Duties.  During
the continuation of Employee’s employment, Employee shall:


 


(a)                                  well and faithfully serve the Company and do and
perform assigned duties and responsibilities in the ordinary course of Employee’s
employment and the business of the Company (within such limits as the Company
may from time to time prescribe), professionally, faithfully and diligently.


 


(b)                                 devote Employee’s full time, energy and skill to
the business of the Company and Employee’s assigned duties and
responsibilities, and to the promotion of the best interests of the Company;
provided that Employee shall not (to the extent not inconsistent with Section 5
below) be prevented from (a) serving as a director of any corporation
consented to in advance in writing by the Company, (b) engaging in
charitable, religious, civic or other non-profit community activities, or (c) investing
his personal assets in such form or manner as will not require any substantial
services on Employee’s part in the operation or affairs of the business in
which such investments are made or which would detract from or interfere or
cause a conflict of interest with performance of Employee’s duties hereunder.


 


(c)                                  observe all policies and procedures of the
Company in effect from time to time applicable to employees of the Company
including, without limitation, policies with respect to employee loyalty and
prohibited conflicts of interest.


 


3.                                       Benefits.  Employee shall be entitled to participate,
according to the eligibility provisions of each, in such welfare plans
(including but not limited to medical, dental, life, accident and disability
insurance programs), vacation, retirement plans and other fringe benefits as
may be in effect from time to time and available to other officers of the
Company during Employee’s employment term. 
Employee shall also be entitled to participate in such additional
executive fringe benefits as may be authorized from time to time by the 


 

















 


President and Chief Executive Officer of the Company.  Employee shall be eligible to participate in
the Company’s Supplemental Key Employee Retirement Plan as an executive level
participant.


 


4.                                       Confidential Information, Assignment of
Inventions.


 


(a)                                  Employee acknowledges that the trade secrets,
confidential information, secret processes and know-how developed and acquired
by AAR CORP. and its affiliates or subsidiaries (together the “Affiliated
Companies”) are among their most valuable assets and that the value of such
information may be destroyed by unauthorized disclosure.  All such trade secrets, confidential
information, secret processes and know-how imparted to or learned by Employee
in the course of his employment with respect to the business of the Affiliated
Companies (whether acquired before or after the date hereof) will be deemed to
be confidential and will not be used or disclosed by Employee, except to the
extent necessary to perform Employee’s duties and, in no event, disclosed to
anyone outside the employ of the Affiliated Companies and their authorized
consultants and advisors, unless (i) such information is or has been made
generally available to the public, (ii) disclosure of such information is
required by law in the opinion of Employee’s counsel (provided that written
notice thereof is given to Company as soon as possible but not less than 24
hours prior to such disclosure), or (iii) express written authorization to
use or disclose such information has been given by the Company.  If Employee ceases to be employed by the
Company for any reason, Employee shall not take any electronically stored data,
documents or other papers containing or reflecting trade secrets, confidential
information, secret processes, know-how, or computer software programs from
Company.  Employee acknowledges that
Employee’s employment hereunder will place Employee in a position of utmost
confidence and that Employee will have access to confidential information
concerning the operation of the business of the Affiliated Companies,
including, but not limited to, manufacturing methods, developments, secret
processes, know-how, computer software programs, costs, prices and pricing
methods, sources of supply and customer names and relations.  All such information is in the nature of a
trade secret and is the sole and exclusive property of the Affiliated Companies
and shall be deemed confidential information for the purposes of this
paragraph.


 


(b)                                 Employee hereby assigns to the Company all rights
that Employee may have as author, designer, inventor or otherwise as creator of
any written or graphic material, design, invention, improvement, or any other
idea or thing whatever that Employee may write, draw, design, conceive,
perfect, or reduce to practice during employment with the Company or within 120
days after termination of such employment, whether done during or outside of
normal work hours, and whether done alone or in conjunction with others (“Intellectual
Property”), provided, however, that Employee reserves all rights in anything
done or developed entirely by Employee on Employee’s own personal time and
without the use of any Company equipment, supplies, facilities or information,
or the participation of any other Company employee, unless it relates to the
Company’s business or reasonably anticipated business, or grows out of any work
performed 


 


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by Employee for the Company. 
Employee will promptly disclose all such Intellectual Property developed
by Employee to the Company, and fully cooperate at the Company’s request and
expense in any efforts by the Company or its assignees to secure protection for
such Intellectual Property by way of domestic or foreign patent, copyright, trademark
or service mark registration or otherwise, including executing specific
assignments or such other documents or taking such further action as may be
considered necessary to vest title in Company or its assignees and obtain
patents or copyrights in any and all countries.


 


5.                                       Non-Compete; Severance.


 


(a)                                  Employee agrees that during Employee’s
continuation of employment with the Company and for one (1) year
thereafter so long as the Company makes severance payments to Employee pursuant
to subsections 5(b) or 5(c) below, Employee shall not, without the
express written consent of the Company, either alone or as a consultant to, or
partner, employee, officer, director, or stockholder of any organization,
entity or business, (i) take or convert for Employee’s personal gain or
benefit or for the benefit of any third party, any business opportunities which
may be of interest to the Company or any Affiliated Company which Employee
becomes aware of during the term of his employment; (ii) engage in direct
or indirect competition with the Company or any Affiliated Company within 100
miles of any location within the United States of America or any other country
where the Company or any Affiliated Company does business from time to time
during the term hereof; (iii) solicit in connection with any activity
which is competitive with any of the businesses of the Company or any
Affiliated Company, any customers of the Company or any Affiliated Company; (iv) solicit
for employment any sales, marketing or management employee of Company or any
Affiliated Company or induce or attempt to induce any customer or supplier of
the Company or any Affiliated Company to terminate or materially change such
relationship.  Company and Employee acknowledge
the reasonableness of the foregoing covenants not to compete and
non-solicitation, including but not limited to the geographic area and duration
of time which are a part hereof, and further, that the restrictions stated in
this Section 5 are reasonably necessary for the protection of Employer’s
legitimate proprietary interests.  This
covenant not to compete may be enforced with respect to any geographic area in
which the Company or any Affiliated Company does business during the term
hereof.  Nothing herein shall prohibit
Employee from being the legal or equitable holder, solely for investment
purposes, of less than 5% of the capital stock of any publicly held corporation
which may be in direct or indirect competition with the Company or any
Affiliated Company.


 


(b)                                 The Company will pay Employee, upon termination
of Employee’s employment by the Company prior to a Change in Control (as
defined in 7(c)(i) below) for any reason other than Cause (as defined in
7(c)(iv) below), severance each month for 12 months, in an amount (subject
to applicable withholding) equal to 1/12 of Employee’s base salary; and,
further, if the Company pays discretionary bonuses to its officers for the
fiscal year in which Employee’s employment is terminated, Employee will be paid
a bonus in a lump sum at the time any such bonuses are 


 


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paid to other officers or at such time as the Severance Period is
complete, whichever is later (with interest at prime rate plus one percentage
point from the earlier of such dates), (1) for the completed fiscal year
preceding termination if such bonus has not been paid prior to termination, and
(2) for the fiscal year in which employment is terminated, prorata for the
period prior to termination of employment based on Employee’s performance
during such period; provided, however, that (i) all such monthly payment
obligations shall terminate immediately upon Employee obtaining full time
employment in a comparable position in terms of salary level, and (ii) all
such payment obligations shall terminate or lapse immediately upon any breach
by Employee of Section 4 or 5(a) of this Agreement or if Employee
shall commence any action or proceeding in any court or before any regulatory
agency arising out of or in connection with termination of Employee’s
employment.


 


(c)                                  If Employee terminates Employee’s employment or
Employee’s employment is terminated by the Company for Cause (as defined
below), the Company may elect (but is not required to), by written notice
thereof to Employee, within five (5) days of any such termination of
Employee’s employment with the Company prior to a Change in Control (as defined
below), to pay Employee severance as provided in and subject to the provisions
of subsection 5(b) above.


 


(d)                                 Employee may terminate this Severance and Change
in Control Agreement effective immediately upon notice thereof in writing to
Company at any time while still employed within a sixty (60) calendar day
period immediately following the effective date of any reduction by Company in (i) Employee’s
level of responsibility or position from that held by Employee as «4» on the effective date of this Agreement, or
(ii) Employee’s level of compensation, including retirement benefits in
effect immediately prior to any such change.


 


(e)                                  The Employee acknowledges and agrees that the
Company would be irreparably harmed by violations of Section 4 or Section 5(a) above,
and in recognition thereof, the Company shall be entitled to an injunction or
other decree of specific performance with respect to any violation thereof
(without any bond or other security being required) in addition to other
available legal and equitable remedies.


 


6.                                       Termination of Employment.


 


(a)                                  Upon and after termination of employment
howsoever arising, Employee shall, upon request by Company:


 


(1)                                  immediately return to the Company all
correspondence, documents, business calendars/diaries, or other property
belonging to the Company which is in Employee’s possession,


 


(2)                                  immediately resign from any office Employee holds
with the Company or any Affiliated Company; and


 


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(3)                                  cooperate fully and in good faith with the
Company in the resolution of all matters Employee worked on or was involved in
during Employee’s employment with the Company. 
Employee’s cooperation will include reasonable consultation by
telephone.  Further, in connection
therewith, Employee will, at Company’s request upon reasonable advance notice
and subject to Employee’s availability, make Employee available to Company in
person at Company’s premises, for testimony in court, or elsewhere; provided,
however, that in such event, Company shall reimburse all Employee’s reasonable
expenses and pay Employee a reasonable per diem or hourly stipend.


 


7.                                       Change in Control.


 


(a)                                  In the event (i) a Change in Control of AAR
CORP. occurs and (ii) (A) at any time during the 18 month period
commencing on the date of the Change in Control the Company terminates Employee’s
employment for other than Cause or Disability, or Employee terminates Employee’s
employment for Good Reason, in either case by written notice to the other party
(including the particulars thereof), and having given the other party the
opportunity to be heard with respect thereto, or (B) Employee’s employment
with the Company terminates for any reason other than Disability or death
during the 30 day period commencing on the expiration of the aforementioned 18
month period, then:


 


(1)                                  The Company shall promptly pay to Employee, in a
lump sum, a cash payment in an amount equal to the sum of (A) all base
salary earned through the date of termination, (B) any annual cash bonus
earned by Employee for the fiscal year of the Company most recently ended prior
to the date of termination to the extend unpaid on the date of termination, (C) a
prorata portion of the annual cash bonus, including the value of any restricted
stock grant in lieu of annual cash bonus, Employee would have earned had
Employee been employed by the Company on the last day of the fiscal year in
which the date of termination occurs (as if all performance targets have been
met or, in the event the bonus is of the “discretionary” type, the bonus shall
be based on a percentage of base salary which is not less than percentage of
base salary received as bonus for the preceding fiscal year) that is applicable
to the period commencing on the first day of such fiscal year and ending on the
date of termination, and (D) any and all other benefits and amounts earned
by Employee prior to the date of termination to the extent unpaid, all subject
to applicable withholding.


 


(2)                                  The Company shall promptly pay to Employee in a
lump sum, a cash payment in an amount equal to two times Employee’s total
compensation (base salary plus annual cash bonus) for either the fiscal year of
the Company most recently ended prior to the date of termination, or the
preceding fiscal year, whichever is the highest total compensation, subject to
applicable withholding.  Employee may
elect to take payment of any amounts on a schedule of Employee’s own choosing;
provided that such 


 


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schedule shall be completed no later than two years from the date of
Employee’s termination of employment.


 


(3)                                  Employee and Employee’s dependents shall continue
to be covered by, and receive employee welfare and executive fringe benefits
(including but not limited to medical, dental, life, accident and disability
insurance available to officers of the Company and additional executive
retirement and other fringe benefits approved by the President and CEO of the
Company) in accordance with the terms of the Company’s benefit plans and
executive fringe benefit programs, for two years following the date of
termination, and at no less than the levels Employee and Employee’s dependents
were receiving immediately prior to the Change in Control.  Employee’s dependents shall be entitled to
continued benefits coverage pursuant to the preceding sentence for the balance
of such two year period in the event of Employee’s death during such
period.  The period during which Employee
and Employee’s dependents are entitled to continuation of group health plan
coverage pursuant to Section 4980B of the Internal Revenue Code of 1986,
as amended, and Part 6 of Title I of the Employee Retirement Income
Security Act of 1974, as amended, shall commence on the date next following the
expiration of the aforementioned two year period.


 


(4)                                  The Company, at its expense, shall provide
Employee with outplacement services of a nationally recognized outplacement
firm of the Employee’s choosing until the earlier of (a) the Employee’s
attainment of employment, or (b) the date eighteen (18) months from the
date of Employee’s termination of employment; provided, however, that the cost
of such outplacement services shall not exceed 3.5% of the cash payment due to
Employee pursuant to subsection 7(a)(2) above.


 


(5)                                  The amounts
paid to Employee under this Change in Control provision applicable to Employee
shall be considered severance pay in consideration of past service Employee has
rendered to the Company and in consideration of Employee’s continued service
from the date hereof to entitlement of those payments.


 


(b)                                 In the event that a Change in Control occurs,
whether or not such Change in Control has the prior written approval of a
majority of the Continuing Directors (as defined in the AAR CORP. Stock Benefit
Plan), and notwithstanding any conditions or restrictions related to any Award
granted to Employee under the Plan, all Options or Limited Rights, or both,
granted to Employee under the Plan will become immediately exercisable and
remain exercisable for the full remaining life of the option whether or not
Employee’s employment continues, and all restrictions on Restricted Stock
granted to Employee under the Plan will immediately lapse.


 


(c)                                  For purposes of this Agreement


 


(i)                                  “Change
in
Control” means the earliest of:


 


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(1)                                  any person (as such term is used in Section 13(d) of
the Securities Exchange Act of 1934, as amended (“Exchange Act”), has acquired
(other than directly from the Company) beneficial ownership (as that term is
defined in Rule 13d-3 under the Exchange Act), of more than 20% of the
outstanding capital stock of the Company entitled to vote for the election of
directors; or


 


(2)                                  the effective time of (i) a merger or
consolidation or other business combination of the Company with one or more
other corporations as a result of which the holders of the outstanding voting
stock of the Company immediately prior to such business combination hold less
than 60% of the voting stock of the surviving or resulting corporation, or (ii) a
transfer of substantially all of the assets of the Company other than to an
entity of which the Company owns at least 80% of the voting stock; or


 


(3)                                  the election over any period of time to the Board
of Directors of the Company without the recommendation or approval of the
incumbent Board of Directors of the Company, of the lesser of (i) three
directors, or (ii) directors constituting a majority of the number of
directors of the Company then in office.


 


(ii)                              “Good
Reason” means:


 


(1)                                  a material reduction in the nature or scope of
Employee’s duties, responsibilities, authority, power or functions from those
enjoyed by Employee immediately prior to the Change in Control, or a material
reduction in Employee’s compensation (including benefits), occurring at any
time during the two-year period immediately after the Change in Control; or


 


(2)                                  if the incumbent in the position of CEO of the
Company on August 8, 1997 is not the CEO of the Company at the time of
termination, a good faith determination by Employee that as the result of a
Change in Control and a material change in employment circumstances at any time
during the immediate two year period after the Change in Control, Employee is
unable to carry out Employee’s assigned duties and responsibilities in a manner
consistent with the practices, standards, values or philosophy of the Company
immediately prior to the Change in Control; or


 


(3)                                  a relocation of the primary place of employment
of at least 100 miles.


 


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(iii)                          “Disability”
means:


 


(1)                                  a physical or mental condition which has
prevented Employee from substantially performing Employee’s assigned duties for
a period of 180 consecutive days and which is expected to continue to render
Employee unable to substantially perform Employee’s duties on a full-time basis
and otherwise meets the benefit eligibility requirements of the Company’s Long
Term Disability Welfare Benefit Plan or any executive program in which Employee
was a participant at the time of a Change in Control.  The Company will make reasonable
accommodation for any handicap of Employee as may be required by applicable
law.


 


In the event of termination by the Company for Disability after a
Change in Control, a good faith determination of the existence of a Disability
shall be made by resolution of the Compensation Committee of the Board of
Directors of the Company, in its sole discretion, setting forth the particulars
of the Disability which shall be final and binding upon the Employee.  The Company may require the submission of
such medical evidence as to the condition of the Employee as it may deem necessary
in order to arrive at its determination of the occurrence of a Disability, and
Employee will cooperate in providing any such information.  Employee will be provided with reasonable
opportunity to present additional medical evidence as to the medical condition
of Employee for consideration prior to the Board making its determination of
the occurrence of a Disability.


 


Upon termination of Employment by Company for Disability after a Change
in Control, Employee will receive Disability payments pursuant to the Company’s
short and long term Disability welfare benefit plans then in effect according
to the terms of such plans and  continue
to be eligible to participate in the Company’s medical, dental and life
insurance programs then in effect and available to officers of the Company in
accordance with their terms for a period of 3 years from the date of such
termination of this Agreement.


 


(iv)                            “Cause”
means:


 


(1)                                 Employee engages, during the performance of
Employee’s duties hereunder, in acts or omissions constituting dishonesty,
intentional breach of fiduciary obligation or intentional wrongdoing or
malfeasance;


 


(2)                                 Employee intentionally disobeys or disregards a
lawful and proper direction of the Board or the Company; or


 


(3)                                 Employee materially breaches the Agreement and
such breach by its nature, is incapable of being cured, or such breach remains
uncured for more than 10 days following receipt by Employee of written notice
from the Company specifying the nature of the breach and demanding the cure
thereof.  For purposes of this 


 


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clause (3), a material breach of the Agreement that involves
inattention by Employee to Employee’s duties under the Agreement shall be
deemed a breach capable of cure.


 


Without limiting the generality of the foregoing, the following shall
not constitute Cause for the termination of employment of Employee or the
modification or diminution of any of Employee’s authority hereunder:


 


(1)                                 any personal or policy disagreement between
Employee and the Company or any member of the Board; or


 


(2)                                 any action taken by Employee in connection with
Employee’s duties hereunder, or any failure to act, if Employee acted or failed
to act in good faith and in a manner Employee reasonably believed to be in and
not opposed to the best interest of the Company and Employee had no reasonable
cause to believe Employee’s conduct was unlawful; or


 


(3)                                 termination of Employee’s employment for overall
unsatisfactory performance (including, but not limited to, failure to meet
financial goals).


 


Termination for Cause shall be limited to a good faith finding by
resolution of the Compensation Committee of the Board, setting forth the
particulars thereof.  Any such action
shall be taken at a regular or specially called meeting of the Compensation
Committee of the Board, after a minimum 10 days notice thereof to Employee,
with termination of Employee’s employment with the Company for Cause listed as
an agenda item.  Employee will be given a
reasonable opportunity to be heard at such meeting with counsel present if
Employee desires.  Any such resolution
shall be final and binding.


 


Upon termination of employment by Company for Cause, no further
compensation or benefits shall accrue or be payable to Employee by the Company,
except for any compensation, bonus or other benefits which have accrued to
Employee prior to the date of any such termination.


 


Nothing herein shall be construed to prevent the Company from
terminating Employee’s employment at any time for any reason or for no reason.


 


(d)                                 The Company will pay reasonable legal/attorney’s
fees (including court costs and other costs of litigation) incurred by Employee
in connection with enforcement of any right or benefit under this Agreement.


 


(e)                                  The Company
will continue to provide SKERP retirement benefits to Employee and Employee’s
spouse at no less than the level they are 


 


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receiving or entitled to
receive under the SKERP as it was in effect immediately prior to the Change in
Control.


 


8.                                       Changes in Business.  The
Company, acting through its Board of Directors, will at all times have complete
control over the Company’s business and retirement and other employee health
and welfare benefit plans (“Plans”). 
Without limiting the generality of the foregoing, the Company may at any
time or times change or discontinue any or all of its present or future
operations or Plans (subject to their terms), may close or move any one or more
of its divisions or offices, may undertake any new servicing or sales
operation, may sell any one or more of its divisions or offices to any company
not controlled, directly or indirectly, by the Company or may take any and all
other steps which its Board of Directors, in its exclusive judgment, shall deem
desirable, and Employee shall have no claim or recourse against the Company,
its officers, directors or employees by reason of such action except for
enforcement of the provisions of Sections 5 and 7 of this Agreement.


 


9.                                       Severance Payment as Sole
Obligation.  Except as expressly provided in Sections 5
and 7 above, no further compensation, payments, liabilities or benefits shall
accrue or be payable to Employee upon or as a result of termination of Employee’s
employment for any reason whatsoever except for any compensation, bonus or
other benefits which accrued to Employee prior to the date of employment
termination.


 


The amounts paid to the Employee under Section 5 and 7 of this
Agreement shall be considered severance pay in consideration of past services
Employee has rendered to the Company and in consideration of Employee’s
continued service from the date hereof to entitlement to those payments.


 


10.                                 Notices.  Any
notice or other instrument or thing required or permitted to be given, served
or delivered to any of the parties hereto shall be delivered personally or
deposited in the United States mail, with proper postage prepaid,
telegram, teletype, cable or facsimile transmission to the addresses listed
below:


 


(a)                                  If to the Company, to:


 


AAR CORP.


1100 N. Wood Dale Road


Wood Dale, Illinois   60191


Attention:  Chairman


 


With a copy to:


 


AAR CORP.


1100 N. Wood Dale Road


Wood Dale, Illinois   60191


Attention:  General Counsel


 


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(b)                                 If to Employee, to:


 


or to such other address as either party may from time to time
designate by notice to the other.  Each
notice shall be effective when such notice and any required copy are delivered
to the applicable address.


 


11.                                 Non-Assignment.


 


(a)                                  The Company shall not assign this Agreement or
any rights or obligations hereunder without the prior written consent of
Employee, and any attempted unpermitted assignment shall be null and void and
without further effect; provided, however, that, upon the sale or transfer of
all or substantially all of the assets of the Company, or upon the merger by
the Company into or the combination with another corporation or other business
entity, or upon the liquidation or dissolution of the Company, this Agreement
will inure to the benefit of and be binding upon the person, firm or
corporation purchasing such assets, or the corporation surviving such merger or
consolidation, or the shareholder effecting such liquidation or dissolution, as
the case may be.  After any such
transaction, the term Company in this Agreement shall refer to the entity which
conducts the business now conducted by the Company.  The provisions of this Agreement shall be
binding upon and inure to the benefit of the estate and beneficiaries of
Employee and upon and to the benefit of the permitted successors and assigns of
the parties hereto.


 


(b)                                 The Employee agrees on behalf of Employee,
Employee’s heirs, executors and administrators, and any other person or person
claiming any benefit under Employee by virtue of this Agreement, that this
Agreement and all rights, interests and benefits hereunder shall not be
assigned, transferred, pledged or hypothecated in any way by the Employee or by
any beneficiary, heir, executor, administrator or other person claiming under
the Employee by virtue of this Agreement and shall not be subject to execution,
attachment or similar process.  Any
attempted assigned, transfer, pledge or hypothecation or any other disposition
of this Agreement or of such rights, interests and benefits contrary to the
foregoing provisions or the levy or any execution, attachment or similar
process thereon shall be null and void and without further effect.


 


12.                                 Severability. If any term, clause or provision contained
herein is declared or held invalid by any court of competent jurisdiction, such
declaration or holding shall not affect the validity of any other term, clause
or provision herein contained.


 


13.                                 Construction. Careful scrutiny has been given to this
Agreement by the Company, Employee, and their respective legal counsel.  Accordingly, the rule of construction
that the ambiguities of the contract shall be resolved against the party which
caused the contract to be drafted shall have no application in the construction
or interpretation of this Agreement or any clause or provision hereof.


 


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14.                                 Entire Agreement. This Agreement as amended and restated herein
and the other agreements referred to herein set forth the entire understanding
of the parties and supersede all prior agreements, arrangements and
communications, whether oral or written, pertaining to the subject matter
hereof.


 


15.                                 Waiver.  No
provision of this Agreement may be amended, modified, waived or discharged
unless such amendment, modification, waiver or discharge is agreed to in writing
signed by Employee and an authorized officer of the Company.  No waiver by either party hereto at any time
of any breach by the other party hereto of, or compliance with, any condition
or provision of this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same
or at any prior or subsequent time.


 


16.                                 Governing Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by and construed in accordance
with the laws of the State of Illinois without regard to its conflicts of law
principles.


 


17.                                 Execution.  This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original and which shall constitute but one and the same Agreement.


 


WITNESS
the due execution of this Agreement by the parties hereto as of the day and
year first above written.


 


Employer:


 


 


	
   

  	
   

  
	
  By:

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Employee:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


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