EXHIBIT 10.6


 


FIFTH AMENDMENT TO THE


HEICO
SAVINGS AND INVESTMENT PLAN


(AS
amended effective january 1, 2007) 


 


 


THIS FIFTH AMENDMENT
(the “Amendment”) to the HEICO Savings and Investment Plan, as amended and restated effective January 1, 2007 (the
“Plan”), is made on the 13th day of June, 2011, by HEICO Corporation, a Florida corporation (the “Company”)
as follows.


 


WITNESSETH:


 


WHEREAS, the
Company maintains the Plan for the sole and exclusive benefit of its eligible participants and their respective beneficiaries under
the terms and provisions of the Internal Revenue Code of 1986, as amended; and


 


WHEREAS, pursuant
to Section 15.01 of the Plan, the Company has the power to amend the Plan;


 


NOW, THEREFORE,
the Plan shall be amended as follows:


 


Effective as
of July 1, 2011:


 


		1.	A new Section 2.02A is hereby added to read as follows:



 


“2.03A
 “Administrator” shall mean the Committee or such other person or entity designated by the Committee pursuant
to Section 14.02 to administer the Plan on behalf of the Committee.”


 


		2.	Section 2.26 is hereby amended in its entirety to
read as follows:



 


“2.26“Entry
Date” shall mean each day of the Plan Year.”


 


		3.	Section 3.02 is hereby amended in its entirety to
read as follows:



 


“3.02Rollover
Contributions. An Eligible Employee who has not otherwise become a Participant may make a Rollover Contribution to the
Plan before he is otherwise eligible to Participate in the Plan. Such an Employee becomes a Participant if he makes a Rollover
Contribution. However, until his Entry Date, such an Employee will not be eligible to





 



    	 



    	 



    
 


make Elective Deferral Contributions or receive
an allocation of Employer Contributions. Notwithstanding the foregoing, this Section 3.20 shall not apply with respect to periods
on or after July 1, 2011.”


 


		4.	The second paragraph of Section 4.01(b) is hereby amended in its entirety
to read as follows:



 


“Notwithstanding
the foregoing, with respect to each Eligible Employee who is hired by an Employer on or after January 1, 2006, such Eligible Employee
shall be deemed to make an election to contribute to the Trust, and the Employer shall so contribute as soon as administratively
feasible, an Elective Deferral Contribution in an amount equal to three percent (3%) of the Eligible Employee’s Compensation
for the Plan Year, unless the Eligible Employee elects a greater or lesser percentage (including zero) in a salary reduction agreement
entered into between the Eligible Employee and the Employer with respect to such Plan Year. Each such Eligible Employee shall have
an effective opportunity to receive notice of availability of such election, as well as a salary reduction agreement form, and
the Eligible Employee shall have a reasonable period to make a salary reduction election change before the date on which the deemed
election shall take place. In addition, effective as of January 1, 2008, in the event that the automatic contribution arrangement
under this Plan is an eligible automatic contribution arrangement as defined in Code Section 414(w)(3), then each Eligible Employee
who is automatically enrolled in this Plan pursuant to this Section 4.01(b) shall be provided with a ninety (90) day period (commencing
from the first day on which his or her participation begins) to elect out of the Plan and withdraw the contributions made on his
or her behalf and the earnings thereon.”


 


		5.	Section 4.02 is hereby amended in its entirety to
read as follows:



 


“4.02 Elections
Regarding Elective Deferral Contributions.


 


		(a)	A Participant may elect to change his Elective Deferral Contribution Amount
on a daily basis by contacting the Administrator and executing any forms (whether hardcopy or electronic) as may be required by
the Administrator from time to time. Any change a Participant makes shall become effective as soon as administratively feasible
following the receipt of such election by the Administrator.



 


		(b)	A Participant may suspend further Elective Deferral Contributions to the
Plan at any time by contacting the Administrator and executing any forms (whether hardcopy or electronic) as may be required by
the Administrator from time to time. Any suspension a Participant requests shall become effective as soon as administratively feasible



  



    	 



    	 



    



  


	 	 	following the receipt of such election by the Administrator.”



 


		6.	Section 4.06 is hereby amended in its entirety to read as follows:



  


“4.06Rollover
Contributions. An Eligible Employee may make a Rollover Contribution to this Plan, provided, however, that the trust from
which the funds are to be transferred must permit the transfer to be made, and provided, further, the Committee consents to such
transfer and is reasonably satisfied that such transfer will not jeopardize the tax exempt status of this Plan or Trust. Rollover
Contributions shall be made by delivery to the Administrator for deposit in the Trust. All Rollover Contributions must be in cash
or property satisfactory to the Administrator, whose decision in this regard shall be final. The Administrator will not accept
rollovers of accumulated deductible employee contributions from a simplified employee pension plan. Upon approval by the Administrator,
the amount transferred shall be deposited in the Trust and shall be credited to the Participant’s Rollover Account. A Rollover
Contribution will not be matched by Employer Contributions, and is not subject to the restrictions provided in Section 4.01 or
the limitations described in Article 5 and Article 7.”


 


		7.	Section 4.07 is hereby amended in its entirety to read as follows:



  


“4.07 Form
and Timing of Contributions.


 


		(a)	Elective Deferral Contributions shall be deducted by the Employer from the
Participant’s Compensation and paid to the Administrator as promptly as possible after the end of each regular pay period
but in no event later than 15 days after the end of the month in which such Elective Deferral Contributions are retained by the
Employer.



 


		(b)	All Employer Contributions for the purpose of paying or prepaying principal,
interest or fees on Plan Indebtedness related to Financed Stock, as defined in Article 12, must be made in cash. All other
Employer Contributions may be made in cash, Company Stock or other property, in the contributing Employer’s discretion. All
Employer Contributions, whether in cash, Company Stock, or other property, are contingent upon acceptance by the Administrator
and a determination that the contributions will not jeopardize the qualified status of this Plan.



 






    	 



    	 



    
 


		(c)	All Employer Contributions shall be paid to the Administrator on or before
the time required by law for filing the Employer’s federal income tax return (including extensions) for its taxable year
in or with which the Plan Year with respect to which the contribution is made ends.”



 


		8.	Section 4.10 is hereby amended in its entirety to read as follows:



  


“4.10Investment
Funds. The Administrator will establish a Company Stock Fund for the investment of Plan assets in Common Stock. The Committee
may direct the Administrator to establish other Investment Funds within the Trust and to permit Participants to direct the allocation
of their Account balances among these Investment Funds in accordance with rules prescribed by the Committee. The Committee may
alter the available Investment Funds or the procedures for allocating Account balances among them at any time.”


 


		9.	Section 4.11 is hereby amended in its entirety to read as follows:



  


“4.11Investment
of Contributions. Contributions made by a Participant pursuant to Sections 4.01 and 4.06 shall be remitted to the Administrator
for investment in the Investment Funds selected by each Participant in accordance with rules prescribed by the Committee. Such
contributions shall not be invested in Company Stock. If an investment election is not made by the Participant, funds will be invested
in a default investment fund designated by the Committee. Contributions, other than Elective Deferral Contributions, made by the
Employer on behalf of a Participant shall be invested in the Company Stock Fund.”


 


		10.	Section 10.02 is hereby amended in its entirety to read as follows:



  


		“(c)	“Consent of Participant. A Participant’s consent
to a distribution of his Account shall be subject to the following:



 


		(1)	If the total value of the Participant’s vested Accounts to be distributed
is less than or equal to $1,000, determined on or after the Participant’s Termination Date, the Participant’s vested
Account balance shall be distributed to the Participant in a lump sum payment as soon as administratively feasible after his Termination
Date.



 


		(2)	If the total value of the Participant’s vested Accounts to be distributed
is greater than $1,000, determined on or after the Participant’s Termination Date, the Participant’s consent to a distribution
shall be required; provided that, 



 






    	 



    	 



    



 


	 	 	notwithstanding the lack of consent, distribution shall be made no later than the date established
under Section 10.07 for mandatory distributions.” 



  


 


IN WITNESS WHEREOF,
the Company has caused this instrument to be executed the day and year first above written.


 


 


HEICO Corporation, a Florida corporation


 


 


By:    /s/ THOMAS S. IRWIN


Title:      TREASURER