Exhibit 10.1


 


FIRST AMENDMENT TO

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT OF

DAVID P. STORCH


 


This First Amendment to the
Amended and Restated Employment Agreement is made and entered into on December 18,
2008, by and between AAR CORP., a Delaware corporation (the “Company”), and
David P. Storch (“Employee”).


 


WHEREAS, the Company
and Employee are parties to an Amended and Restated Employment Agreement dated
as of May 31, 2006 (the “Agreement”) and now desire to amend the Agreement
to comply with Internal Revenue Code Section 409A and the guidance and
regulations thereunder, to the extent applicable.


 


NOW, THEREFORE, in
consideration of the mutual covenants and promises contained herein, and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree to amend the Agreement as follows, effective as
of the date hereof:


 


1.             By amending Section 10(a)(ii)(A) to delete
the reference to “promptly” and replace with “, within 30 days following such
termination of employment,”.


 


2.             By amending Section 10(a)(ii)(B) to delete
the reference to “90 days” and replace with “30 days.”


 


3.             By amending Section 10(e) to delete the
reference to “promptly” and to add a second sentence to read as follows:


 


The gross-up bonus shall be paid within 30
days after Employee remits the related excise tax or other amounts to the
appropriate taxing authority.


 


4.             By amending Section 12 to delete the first
sentence and replace it with subsections (a) and (b) to read as
follows:


 


(a)           If at the time of the Employee’s termination of
employment for reasons other than death he is a “Key Employee” as determined in
accordance with the procedures set forth in Treas. Reg. §1.409A-1(i), any
amounts payable to the Employee pursuant to this Agreement that are subject to Section 409A
of the Internal Revenue Code shall not be paid or commence to be paid until six
months following the Employee’s termination of employment, or if earlier, the
Employee’s subsequent death.


 


(b)           Reimbursements or in-kind benefits provided under this
Agreement that are subject to Section 409A of the Internal Revenue Code
are subject to the following restrictions: 
(1) the amount of expenses eligible for reimbursements, or in-kind
benefits provided, to the Employee during a calendar year shall not affect the
expenses eligible for reimbursement or 


 

















 


the in-kind benefits provided in any other calendar
year, and (2) reimbursement of an eligible expense shall be made as soon
as practicable, but in no event later than the last day of the calendar year
following the calendar year in which the expense was incurred.


 


5.             By further amending Section 12 to designate the
last three sentences as subsection (c), delete the reference to “promptly” and
add a final sentence to read as follows:


 


The gross-up bonus shall be paid within 30
days after Employee remits the related excise tax or other amounts to the
appropriate taxing authority.


 


IN WITNESS WHEREOF, the parties
have executed this First Amendment as of the date first written above.


 


	
   

  	
  AAR CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert J. Regan

  
	
   

  	
  Its:

  	
  Vice President and General
  Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DAVID P. STORCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ David P. Storch

  



 


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