EXHIBIT 10.3


 


SECOND AMENDMENT TO THE


HEICO SAVINGS
AND INVESTMENT PLAN


(AS amended
effective january 1, 2007)


 


THIS SECOND AMENDMENT
(the “Amendment”) is made, effective as of the 1st day of January, 2009, to the HEICO Savings and Investment Plan,
as amended and restated effective January 1, 2007 (the “Plan”), by HEICO Corporation, a Florida corporation (the “Company”).


 


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 January 1, 2009:


 


1.             Section 4.04 is hereby amended in
its entirety to read as follows:


 


“Section
4.04 Employer Contributions.


 


		(a)	Employer Matching Contributions. Each Employer shall
                                                             contribute Employer Matching Contributions, if any, as provided for in this Section 4.04(a). A Participant’s Employer
                                                             Matching Contribution is a percentage of his or her Elective Deferral Contributions made to the Plan and may be limited to a
                                                             percentage of the Participant’s Compensation, as determined by the Board of Directors from time to time at its sole
                                                             discretion. The Employer Matching Contribution percentage may vary (1) among Participants employed by different Employers; or
                                                             (2) with the Participant’s rate of deferral, but must be uniform for Participants with equal rates of Elective Deferral
                                                             Contributions and may not increase as the rate of Elective Deferral Contribution increases. Employer Matching Contributions
                                                             shall be calculated quarterly based on Elective



  



    	 



    	 



    



 


	 	 	 Deferral Contributions
made during that calendar quarter and, subject to the requirement set forth in Section 4.04(c)(1) hereof, shall be contributed
to the Plan at the end of each calendar quarter on behalf of any Participant who makes Elective Deferral Contributions during that
calendar quarter.



 


		(b)	Equity Builder Contributions. Each Employer may contribute Equity
Builder Contributions as provided for in this Section 4.04(b). Subject to the requirement in Section 4.04(c)(2) hereof, a Participant’s
share of Equity Builder Contributions for a Plan Year is determined by multiplying (1) the total Equity Builder Contributions to
be allocated among all Participants’ Accounts by (2) the Participant’s Compensation for the Plan Year and dividing
the result by (3) the Compensation paid for the Plan Year to all Participants eligible for an allocation. Only Compensation paid
by Employers on account of service while a Participant is taken into account. A Participant’s share of Equity Builder Contributions
shall be in an amount as fixed by the Board of Directors from time to time at its sole discretion.



 


		(c)	Eligibility to Receive Employer Matching Contributions and Equity Builder
Contributions. Employer Matching Contributions and Equity Builder Contributions, if any, shall be allocated to the Employer
Accounts of Participants based on the following:



 


		(1)	With respect to each calendar quarter during a Plan Year, Employer Matching
Contributions shall be allocated among and credited to the Employer Matching Contributions Account of Participants who are employed
by an Employer on the last day of each such calendar quarter.



 


		(2)	Equity Builder Contributions, if any, shall be allocated to the Employer Accounts
of Participants who are credited with 1,000 Hours of Service during the Plan Year with an Employer and are employed on the last
day of such Plan Year.”



 


2.         Paragraph (c) of 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.



 


		(3)	Notwithstanding the above, the total value of a Participant's vested Accounts
shall be determined without regard to that portion of the Accounts that is attributable to Rollover Contributions (and earnings
allocable thereto) within the meaning of sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16) of the Code.”



 


3.         Paragraph (f) of Section 10.07 is
hereby amended in its entirety to read as follows:


 


		“(f)	Notwithstanding the foregoing provisions of this Section 10.07, if the total
value of a 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 in a lump sum payment as soon as administratively
feasible after his Termination Date.”



 


4.         In all other respects, the Plan shall
remain unchanged by the Amendment.


  


 


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