Exhibit
10.9


 


 


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 Greg Rufus (the “Executive”).


 


                WHEREAS,
the Company and the Executive entered into a certain Employment Agreement dated
November 18, 2005, effective October 1, 2005 (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 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 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.”


 


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


 


                “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.”


 


 


 

















 


                3.             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/ W. Nicholas Howley

  	
   

  
	
  Name:  W. Nicholas Howley

  	
   

  
	
  Title:    Chairman and Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
  /s/ Greg Rufus

  	
   

  
	
  GREG RUFUS

  	
   

  



 


 


 


 


 


 


 


 


 


 


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