Exhibit 10.2


 


 


Amendment


to


Key Employee
Termination Agreement


 


THIS AMENDMENT TO KEY
EMPLOYEE TERMINATION AGREEMENT (the “Amendment Agreement”), dated
as of May 29, 2012, is by and between HEICO Corporation (the “Company”) and Thomas S. Irwin (the “Executive”).
Certain capitalized terms used in this Amendment Agreement and not otherwise defined herein shall have the same meanings ascribed
to them in the Agreement (as the term is defined below).


 


Recitals


 


A.         
The Company and the Executive entered into that certain Key Employee Termination Agreement, dated as of April 5, 1988 (the
“Agreement”), pursuant to which the Company provided the Executive with assurances of continued active participation
in the business of the Company and for compensation in the event of a Change in Control of the Company while the Executive was
still an employee of the Company.


 


B.         
The Executive’s employment with the Company has continued uninterrupted since the date of the Agreement and the parties
have determined that it is no longer necessary to maintain the Agreement or the benefits thereof.


 


NOW, THEREFORE,
in consideration of the premises and of the mutual covenants, conditions and agreements herein contained, the parties hereto agree
as follows:


 


Section
1.         Effective Date. This Amendment Agreement shall be effective as of June 1, 2012 (the “Effective
Date”).


 


Section 2.        Termination
of Agreement. Notwithstanding anything contained in the Agreement, or elsewhere, to the contrary, including the terms of
Section 1(iii) of the Agreement, as of the Effective Date the Agreement shall is hereby terminated and shall be of no further force
or effect.


 


Section 3.        Miscellaneous.


 


(a)        Headings. The descriptive
headings contained in this Amendment Agreement are for convenience of reference only and shall not affect in any way the meaning
or interpretation of this Amendment Agreement.


 


(b)        Applicable
Law. This Amendment Agreement shall be governed by the laws of the State of Florida, without having regard to conflict of law
principles.


 






    	  



    	 



    
 


 


(c)        Assignability. This Amendment
Agreement shall be binding upon the parties hereto and their respective successors and assigns, and shall inure to the benefit
of the parties hereto, their successors and assigns. This Amendment Agreement and the rights and duties hereunder may not be assigned
or assumed by operation of law or otherwise without the express prior written consent of the other parties hereto.


 


(d)        Counterparts.
This Amendment Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. The parties hereby acknowledge and agree that facsimile and PDF signatures
of this Amendment Agreement shall have the same force and effect as original signatures.


 


 


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



 





 


	Company:	HEICO Corporation
	 	 	 
	 	 	 
	 	By:	/s/ LAURANS A. MENDELSON
	 	 	Laurans A. Mendelson, Chairman of
	 	 	the Board of Directors and Chief
	 	 	Executive Officer
	 	 	 
	Executive:	 	/s/ THOMAS S. IRWIN
	 	 	Thomas S. Irwin


 


 


 


 








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