Exhibit 10.1


 


 


 


March 26, 2012


 


Mr. Carlos Macau


11345 SW 77th Ave


Miami, FL 33156-4529


 


Dear Carlos,


 


We are pleased to offer you the position
of Executive Vice President - Chief Financial Officer and Treasurer for HEICO Corporation effective on or about May 1, 2012. Your
starting salary will be $500,000 per year. You will also be eligible to participate in HEICO’s 2012 Incentive Compensation
Plan. Incentive compensation will be prorated based on hire date and the date the plan year ends for 2012. As previously discussed,
the incentive compensation program is based on performance, and requires that the Company meet certain net income thresholds before
incentive compensation is made available. Additionally, you will receive a grant of stock options covering 50,000 Class A Common
Shares with an option price equal to the fair market value on your start date. Other employment benefits will be consistent with
HEICO senior executives as previously discussed and will include fully paid1:


 


		·	Medical and Dental Benefits: Through BlueCross BlueShield of
Florida, we offer a variety of levels of coverage: traditional PPOs, and High Deductible Health Plan with a Health Savings Account
as well as Delta Dental benefits.



		·	Life and Disability Insurance: HEICO currently offers short-term
disability, long-term disability and Life & AD&D benefits.



		·	Vacation: 4 weeks per year.



		·	401K and 409A Plans: The 409A benefit currently include contributions
actuarially determined to target income replacement at 30% upon retirement age.



		·	Company Vehicle



 


Please note
that HEICO expects you, and all Team Members, to be respectful of confidential and proprietary information you may have learned
at any positions you held prior to the commencement of your employment with HEICO.  Attached is our standard Non-Competition
and Non-Solicitation Agreement and if the Agreement is acceptable, kindly execute it and return it to us or, if you have questions,
please let me or Tom Irwin know.


 


If the terms of this offer are acceptable,
please sign in the place provided below and return the signed form to me.


 


Carlos, we believe this is a great opportunity
for HEICO and you, and look forward to you becoming a member of the HEICO team. However, we recognize that you retain the option,
as does HEICO, of ending your employment with us at any time, with or without notice and with or without cause. As such, your employment
with HEICO is at-will and neither this letter nor any other oral or written representations may be considered a contract for any
specific period of time. Should you have any questions please contact me or Tom Irwin.


 


Sincerely,


 


/s/ LAURANS A. MENDELSON


Laurans A. Mendelson


Chairman of the Board and


Chief Executive Officer


 


 


	Accepted:	Signed Name:	/s/ CARLOS MACAU	4-2-12
	 	 	Carlos Macau	 Date


 


 


 


 






1
Benefits may be changed by the Company at any time, but will be similar to those offered to HEICO’s executives.






    	 



    	 



    



NON-COMPETITION AND NON-SOLICITATION
AGREEMENT


 


This Non-Competition
and Non-Solicitation Agreement (“Agreement”), dated as of the 2nd day of April 2012, is entered into by
and between HEICO Corporation, along with its current and future parents, successors, subsidiaries, affiliates, related entities,
divisions, joint ventures, and assigns (collectively “HEICO”), and Carlos Macau (“Employee”).


 


WHEREAS, Employee
desires to be employed by, or desires to continue employment with, HEICO;


 


WHEREAS, Employee,
in the performance of his job duties, has or will have access to, and be entrusted with, trade secret, proprietary, and valuable
confidential business and professional information belonging to HEICO;


 


WHEREAS, HEICO
desires to protect its legitimate business interest in its trade secret, proprietary, and valuable confidential business and professional
information, as well as its legitimate business interest in its substantial relationships with existing and prospective customers,
its goodwill, and the extraordinary and specialized training afforded Employee;


 


NOW, THEREFORE,
in consideration for Employee’s initial or continued employment by HEICO and any benefit provided by HEICO to Employee in
connection with Employee’s employment, and for other good and valuable consideration the receipt and sufficiency of which
is hereby acknowledged, HEICO and Employee hereby agree as follows:


 


1.        Rationale
for Restrictions. Employee acknowledges and agrees that the covenants set forth in this Agreement are reasonable and
necessary to protect HEICO’s legitimate business interests in light of the following facts, which Employee does not dispute:


 


(a)        HEICO manufactures,
sells and services jet engine parts and other aircraft parts and components on a worldwide basis;


 


(b)        HEICO competes
on a worldwide basis with many companies, including, without limitation, Pratt & Whitney (a division of United Technologies
Corporation) and General Electric Company;


 


(c)        The services provided
by Employee in furtherance of HEICO’s worldwide business operations are of a special, unique, extraordinary and intellectual
character, and Employee uses the extraordinary and specialized training provided by HEICO to further HEICO’s worldwide business
objectives;


 


(d)        In the course
and scope of Employee’s employment, Employee will be exposed to, and entrusted with, trade secret, proprietary, and valuable
confidential business and professional information belonging to HEICO and relating to HEICO’s business operations, finances,
products, services, customers, and vendors.


 


 


 





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(e)        HEICO takes reasonable
efforts and measures to protect its trade secret, proprietary, and valuable confidential business and professional information
from disclosure to unauthorized individuals who would gain an unfair competitive advantage if they were to possess such information.
Employee’s job duties include protecting such trade secret, proprietary, and valuable confidential business and professional
information from disclosure to unauthorized individuals;


 


(f)        Employee will
develop substantial relationships with HEICO’s customers and prospective customers, thereby imparting in Employee knowledge
of such customers’ business affairs and requirements, as well as knowledge of the means and methods by which HEICO satisfies
customers’ business needs and requirements. Employee’s job duties include developing and strengthening customer and
prospective customer relationships, as well as advancing HEICO’s goodwill on a worldwide basis; and


 


(g)        Employee’s
contact with customers and prospective customers may constitute HEICO’s primary, or even sole, contact with such customers.
Accordingly, HEICO has placed its customer and prospective customer relationships in Employee’s hands with the confidence
and trust that Employee will at all times act in HEICO’s best interest and in furtherance of HEICO’s worldwide business
objectives.


 


2.        Definitions.
For purposes of this Agreement, the following terms shall have the following definitions:


 


(a)        Competing Business.
A business engaged in the repair, distribution, design, manufacturer, sale, research, development, marketing, promotion, use, importation,
or exportation of aircraft parts, including, without limitation, FAA/PMA (or any successor parts thereof) and other electronic
parts and components, including, those used in spacecraft, defense equipment, medical equipment, and telecommunications systems.


 


(b)        Confidential
Information. The term “Confidential Information” shall mean all information and material that is not generally
available to or used by the public by authorized means, and that enables HEICO to conduct business competitively in the marketplace.
More specifically, Confidential Information includes, but is not limited to, all correspondence, communications, studies, plans,
business methods, applications, developments, inventions, quality control procedures, reports, surveys, analyses, sketches, drawings,
specifications, notes, records, memoranda, computer-generated data or documents, non-public information and material relating to
HEICO’s business activities and/or finances, all methods, processes, formulas, techniques, equipment, research data, experiments,
marketing and sales information, personnel data, current and prospective customer lists, employee lists, supplier lists, e-mails,
proposals, price lists, inventory information, marketing plans, databases, financial data, trade secrets, and any other information
disclosed to, submitted to, or provided to Employee by HEICO orally, in writing, or by any other means or media. Said Confidential
Information may be in either human or computer readable form, including, but not limited to, software, source code, hex code, or
any other form.


 


 


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3.        Non-Compete
Covenant.


 


(a)        While employed
by HEICO and for a period of two (2) years following Employee’s separation of employment from HEICO for any reason, Employee
shall not, directly or indirectly, alone or in any capacity:


 


(i)         acquire, operate,
manage, own any interest in, lend any money to, or offer any assistance or support to any person, firm, partnership, corporation,
association or other entity, wherever located, that is engaged in any capacity in a Competing Business;


 


(ii)        be employed
by, render any services to, or serve as an employee, independent contractor, agent, officer, director, manager, or consultant to
any person, firm, partnership, corporation, association or other entity, wherever located, that is engaged in any capacity in a
Competing Business. Notwithstanding anything in this Agreement to the contrary, Employee shall not be precluded from working, at
any time after his employment with HEICO terminates, at a public accounting firm and, pursuant to such employment, providing accounting,
audit and related services to persons or entities in a Competing Business or to any former, existing or prospective customer of
HEICO; or


 


(iii)        utilize his
special knowledge of HEICO’s business, HEICO’s relationships with customers, vendors and suppliers, or HEICO’s
trade secret, proprietary, and valuable confidential business and professional information (including HEICO’s Confidential
Information, as defined above) to engage for himself, or on behalf or another, in a Competing Business in any location worldwide;


 


(iv)        engage in any
activity, employment, or services the performance of which any Confidential Information obtained, provided or otherwise acquired
by Employee, directly or indirectly, during Employee’s employment with HEICO, is likely to be used or disclosed, notwithstanding
Employee’s undertaking to the contrary.


 


(b)        Notwithstanding
Section 3(a) above, while employed by HEICO, and for a period of two (2) years thereafter, Employee may acquire, solely as an investment,
shares of capital stock or other equity securities of any company that are traded on any national securities exchange or are regularly
quoted in the over-the-counter market, so long as Employee does not control, acquire a controlling interest in, or become a member
of a group that exercises direct or indirect control of more than one percent of any class of capital stock of such corporation.
Employee agrees to inform HEICO’s General Counsel prior to the acquisition of any stock of HEICO, including, but not limited
to, HEICO Corporation.


 


4.        Non-Solicitation
Covenant.   While employed by HEICO and for a period of two (2) years following Employee’s separation
of employment from HEICO for any reason, Employee shall not, whether for Employee’s own account or for the account of any
person or entity:


 


 





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(i)        hire or attempt
to hire, solicit or attempt to solicit, endeavor to entice away from HEICO, or otherwise interfere with any relationship that HEICO
has or had with, any person who is or was employed by or otherwise engaged to perform services for HEICO at any time during Employee’s
employment with HEICO; or


 


(ii)        call upon,
solicit for business, attempt to solicit for business, or accept business from, any former, existing or prospective customer of
HEICO with whom Employee dealt or communicated at any time during his employment with HEICO.


 


5.        Scope of Covenants.
Employee agrees that the covenants set forth in Sections 3 and 4 above are (i) reasonable and necessary to protect HEICO’s
legitimate business interests (ii) independent of any other provision in any other agreement between or affecting Employee and
HEICO, and (iii) independent of the existence of any claim or cause of action by Employee against HEICO. Any action unrelated to
the covenants set forth in Sections 3 and 4 above shall not constitute a defense to the enforcement of the covenants set forth
in this Agreement, including Sections 3 and 4 above. If any of the covenants set forth in Sections 3 or 4 above are held by a court
of competent jurisdiction to be invalid or unenforceable as to the time, geographic area, range of activities covered by such covenants,
or otherwise, then such covenants shall nevertheless be enforced to the maximum extent permitted by law and effective for such
period of time, over such geographical area, for such range of activities, or otherwise, as may be determined to be reasonable
by a court of competent jurisdiction. HEICO and Employee expressly consent and agree that the scope of the covenants set forth
in Sections 3 and 4 above may be judicially modified in any proceeding brought to enforce such covenants.


 


6.        Remedies for
Breach of the Agreement.


 


(a)        Employee consents
and agrees that if Employee violates any covenants set forth in this Agreement, then HEICO will sustain irreparable harm, and that
it will be impossible or inadequate to fully measure and calculate the damages sustained by HEICO. Therefore, in addition to seeking
any other remedies that may be available, HEICO shall be entitled to an injunction restraining Employee from committing, continuing
to commit, or threatening to commit a violation of this Agreement. Nothing in this Agreement shall be construed as prohibiting
HEICO from pursuing any other remedy or remedies, including, without limitation, the recovery of damages.


 


(b)        Employee acknowledges
and agrees that if legal proceedings are initiated by HEICO to enforce the covenants set forth in this Agreement, then the commencement
of the restrictive covenants will begin on the date of the entry of an order granting HEICO injunctive, monetary or other relief
from Employee’s actual, potential or threatened violation or breach of said restrictive covenants and will remain in effect
for the next succeeding two (2) years. Employee agrees that the purpose and effect of the restrictive covenants set forth in this
Agreement would be frustrated by measuring the duration of the restrictive covenants from the termination or separation of Employee’s
employment where Employee failed to honor the covenants until directed to do so by court order.


 


 


 





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(c)        The existence
of any claim or cause of action that Employee may have against HEICO, whether predicated upon this Agreement, any other agreement
executed by HEICO and/or Employee, or any law, whether common or statutory, shall not constitute a defense to enforcement of this
Agreement by HEICO. HEICO has fully performed all obligations entitling it to the benefit of the restrictive covenants set forth
in this Agreement, and the restrictive covenants therefore are not executory or otherwise subject to rejection under the Bankruptcy
Code.


 


(d)        The waiver by
HEICO of a breach or threatened breach by Employee under this Agreement shall not be construed as a waiver of any subsequent breach
by Employee. The refusal or failure of HEICO for any reason to enforce any obligation under this Agreement (or any similar agreement)
against any other employee, agent, or independent contractor retained by HEICO shall not constitute a defense to the enforcement
by HEICO of any similar obligation of Employee, nor shall it give rise to any claim or cause of action by Employee against HEICO.


 


7.        Survival.
Employee’s obligations under this Agreement shall survive the termination or separation of Employee’s employment regardless
of:


 


(a)        the position or
capacity in which Employee was employed at the time of termination or separation of employment; and


 


(b)        the entity that
formally employed Employee at the time of termination or separation of employment, provided that the employing entity at the time
of termination or separation of employment is a parent, successor, subsidiary, affiliate, related entity, division, joint venture,
or assign of HEICO Aerospace Holdings Corporation.


 


8.        Intended Beneficiaries
& Assignment. Employee acknowledges that this Agreement shall be binding on and inure to the benefit of HEICO Corporation
and any current and future successors, subsidiaries, affiliates, related entities, divisions, joint ventures, and assigns of HEICO
Corporation. Accordingly, this Agreement may be enforced by HEICO Corporation and any current and future parents, successors, subsidiaries,
affiliates, related entities, divisions, joint ventures, and assigns of HEICO Corporation. This Agreement and its restrictive covenants
may be assigned without the knowledge or consent of Employee, and may be enforced by any assignee of, or successor to, the rights
set forth in this Agreement. Employee may not assign any of his rights or obligations under this Agreement or under any Employment
Agreement he may have executed.


 


9.        At-Will Employment.
This Agreement is not intended to, nor shall it be construed as, altering the at-will nature of the employment relationship between
Employee and HEICO. Unless otherwise set forth in a writing signed by Employee and HEICO’s President or Chief Executive Officer,
and expressly setting forth a specific or definite period of employment, Employee or HEICO may terminate the employment relationship
at any time, for any reason, with or without cause, and with or without notice.


 


 





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10.        Governing
Law. This Agreement shall be interpreted and construed in accordance with the laws of the State of Florida, whether substantive,
procedural, or remedial.


 


11.        Venue &
Jurisdiction. HEICO and Employee expressly, knowingly, and voluntarily agree that the convenient and exclusive jurisdiction
and venue for any legal or civil action relating to or arising out of this Agreement shall be the state and federal courts of competent
jurisdiction in Miami-Dade County, Florida, and no others. HEICO and Employee agree that they shall voluntarily submit to, and
shall be bound by, the jurisdiction of such courts, and they irrevocably waive any defense for lack of personal jurisdiction, and
any claim that any suit, action or proceeding brought in either court has been brought in an inconvenient forum.


 


12.        Waiver of
Jury Trial. The parties to this Agreement expressly waive their right to trial by jury in any action arising under this Agreement.
This provision is a material term of this Agreement.


 


13.        Entire Agreement.
This Agreement sets forth the entire agreement and understanding between HEICO and Employee relating to the subject matter herein.
No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless
in writing and signed by the party to be charged. The parties further represent and acknowledge that by signing this Agreement
they have not relied on any representation, promise, inducement, or statement made by the other party not incorporated in this
Agreement, but instead have relied solely on the written terms of this Agreement.


 


 


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14.        Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together
shall constitute one of the same instrument.


 


 


	Carlos Macau:	/s/ CARLOS MACAU 
	 	Carlos Macau:
	 	 	 
	 	Address:	11345 SW 77th Avenue
	 	 	Miami, FL 33156


 


 





	HEICO:	HEICO Corporation
	 	 	 
	 	 	 
	 	By:	/s/ THOMAS S. IRWIN
	 	Print Name: Thomas S. Irwin
	 	Print Title: EVP and Treasurer


 


	 	Address:	385 Brickell Bay Drive, Suite 1644
	 	 	Miami, FL 33131
	 	 	Attention: Chairman and CEO


 


 





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