Exhibit
10.5


 


AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT


 


 


                THIS
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into as of the
24th day of  February, 2006, between
TransDigm Holding Company, a Delaware corporation (the “Company”), and W. Nicholas
Howley (the “Executive”).


 


                WHEREAS,
the Company and the Executive entered into a certain Employment Agreement dated
June 6, 2003 (the “Employment Agreement”). 
Capitalized terms used herein without definition have the meanings given
thereto in the Employment Agreement.


 


                WHEREAS,
the Company and the Executive seek to amend the Employment Agreement to provide
for certain rights on behalf of the Executive to use the aircraft owned by the
Company for personal use.


 


                WHEREAS,
the Company and the Executive also seek to amend the Employment Agreement to
reflect that Raymond Laubenthal is now the President of the Company and that
the Executive’s roles with the Company are those of Chief Executive Officer and
Chairman.


 


                WHEREAS,
the Company and the Executive also seek to amend the Employment Agreement in
order to make clear certain provisions of the noncompetition clause and the
indemnification to which the Executive is entitled under the terms of his
employment.


 


                NOW,
THEREFORE, the parties agree as follows:


 


                1.             Section 3(a) of the Employment
Agreement is hereby amended to delete the first sentence thereof and substitute
in lieu thereof the following:


 


                “During the Term, the Executive shall serve as the
Chairman and Chief Executive Officer of each of the Company and its subsidiary,
TransDigm Inc. (“TransDigm”), with such customary responsibilities, duties and
authority as may from time to time be assigned to the Executive by the Board.”


 


                2.             Section 7 of the Employment Agreement
is hereby amended such that references to the “Company” contained therein are
deemed to refer to “TransDigm Group Incorporated and each of its direct and
indirect subsidiaries.”


 


                3.             The Employment Agreement is hereby
amended to add a new Section 21 to the Employment Agreement, which shall read
in its entirety as follows:


 


                “21.         Personal
Use of Company Aircraft.  The
Executive shall be permitted to use the Company’s aircraft for personal
purposes up to fourteen (14) times per year (round trip travel considered one
use), provided there is no interference with the Company’s use of the aircraft
for business purposes as outlined in the Company’s “Use of Company Aircraft”
policy.  Income will be imputed to the
Executive for tax purposes


 

















 


with regard to such personal
use of the Company’s aircraft at the Standard Industry Fare Level (SIFL) rate,
as published by the Internal Revenue Code.”


 


                4.             The Employment Agreement is hereby
amended to delete Section 20(a) in its entirety and substitute in lieu thereof
the following:


 


                “(a)         The
Company shall indemnify the Executive to the fullest extent permitted by the
laws of the State of Delaware, as in effect at the time of the subject act or
omission, and shall advance to the Executive reasonable attorneys’ fees and
expenses as such fees and expenses are incurred (subject to an undertaking from
the Executive to repay such advances if it shall be finally determined by a
judicial decision which is not subject to further appeal that the Executive was
not entitled to the reimbursement of such fees and expense) and he shall be
entitled to the protection of any insurance policies the Company shall elect to
maintain generally for the benefit of its directors and officers (“Directors
and Officers Insurance”) against all costs, charges and expenses incurred or sustained
by him in connection with any action, suit or proceeding to which he may be
made a party by reason of his being  or
having been a director, officer or employee of the Company or any of its
subsidiaries or his serving or having served any other enterprise as a
director, officer or employee at the request of the Company (other than any
dispute, claim or controversy arising under or relating to this
Agreement).  The Company covenants to
maintain during the Term and for a reasonable period of time thereafter (which
period shall not be less than five (5) years) for the benefit of the Executive
(in his capacity as a current or former officer and director of the Company, as
applicable) Directors and Officers Insurance providing customary benefits to
the Executive with respect to all periods during the Term.”


 


                5.             Except as amended hereby, the
Employment Agreement shall remain in full force and effect.


 


                IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
and year first above written.


 


 


TRANSDIGM HOLDING COMPANY


 


 


	
  By:

  	
  /s/ Greg Rufus

  	
   

  
	
  Name:

  	
  Greg Rufus

  	
   

  
	
  Title:

  	
  Executive Vice President
  and Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
  /s/ W. Nicholas Howley

  	
   

  
	
  W. NICHOLAS HOWLEY

  	
   

  
				



 


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