EXHIBIT 10.4


 


THIRD AMENDMENT TO THE


HEICO
SAVINGS AND INVESTMENT PLAN


(AS
amended effective january 1, 2007) 


 


 


THIS THIRD AMENDMENT
(the “Amendment”) to the HEICO Savings and Investment Plan, as amended and restated effective January 1, 2007 (the
“Plan”), is made on the 15th day of June, 2009, 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; and


 


WHEREAS, the
Company wishes to amend the Plan to bring the Plan up-to-date with recent tax laws;


 


NOW, THEREFORE,
the Plan shall be amended as follows, effective as of January 1, 2007, except as otherwise provided therein:


 


  


Article
I


AMENDMENTS FOR THE FINAL 415 REGULATIONS


  


		1.1.	Article 2 of the Plan is hereby amended to revise the definition of “Plan Year” to
read as follows:



 


““Plan Year”
shall mean the calendar year. In addition, Plan Year shall also be the “limitation year” for purposes of Code Section
415.”


 


		1.2.	Effective for Plan Years beginning January 1, 2008, Section 4.01(a) of the Plan is hereby amended
by adding the following sentence to the end of thereof:



 


“Participants may not make Elective Deferral
Contributions with respect to amounts that are not Code Section 415(c)(3) Compensation. Code Section 415(c)(3) Compensation shall
have the same meaning as set forth in Code


 






    	 



    	 



    
  


Section 415(c)(3) and Treasury Regulation Section 1.415(c)-2(d)(2). It should be noted,
for this purpose, Code Section 415(c)(3) Compensation is not limited to the annual compensation limit of Code Section 401(a)(17).”


 


		1.3.	Effective for Plan Years beginning January 1, 2008, the last paragraph of Section 5.01(a) of the Plan is hereby amended in
its entirety to read as follows:



 


“Notwithstanding
the foregoing, the term “Annual Additions” shall not include the following: (i) the direct transfer of a benefit or
employee contributions from a qualified plan to this Plan; (ii) rollover contributions (as described in Code Section 401(a)(31),
402(c)(1), 403(a)(4), 403(b)(8), 408(d)(3), and 457(e)(16)); (iii) repayments of loans made to a participant from the Plan; (iv)
repayments of amounts described in Code Section 411(a)(7)(B) (in accordance with Code Section 411(a)(7)(C)) and Code Section 411(a)(3)(D)
or repayment of contributions to a governmental plan (as defined in Code Section 414(d)) as described in Code Section 415(k)(3),
as well as Employer restorations of benefits that are required pursuant to such repayments; and (v) restorative payments, which
are payments made to restore losses to a Plan resulting from actions by a fiduciary for which there is reasonable risk of liability
for breach of a fiduciary duty under ERISA or under other applicable federal or state law, where participants who are similarly
situated are treated similarly with respect to the payments.


 


Elective Deferral Contributions
and Employer Contributions do not fail to be Annual Additions merely because such contributions are Excess Deferral Amounts, Excess
Contributions or Excess Aggregate Contributions or merely because such Excess Deferral Amounts, Excess Contributions and Excess
Aggregate Contributions are corrected through distribution.


 


The 100% limitation shall not
apply to (1) any contribution for medical benefits (within the meaning of Code Section 419A(f)(2)) after separation from service
which is otherwise treated as an Annual Addition or (2) any amount otherwise treated as an Annual Addition under Code Section
415(l)(1).”


 


		1.4.	Effective for Plan Years beginning January 1, 2008, Section 5.01(b) of the Plan is hereby amended in its entirety to read as
follows:



 


“If it is determined
that, but for the limitations contained in Section 5.01(a), the Annual Additions to a Participant’s Accounts for any Plan
Year would be in excess of the limitations contained herein, then the Sponsoring Employer will follow the rules of any Employee
Plans Compliance Resolution System (EPCRS) or any superseding guidance that is issued by the Internal Revenue Service, including,
but not limited to, the preamble of the final Section 415 regulations.”


 






    	 



    	 



    
 


		1.5.	Effective for Plan Years beginning January 1, 2008, Section 5.01(c) of the Plan is hereby amended in its entirety to read as
follows:



 


“For
purposes of this Article, all defined contribution plans (without regard to whether a plan has been terminated) ever maintained
by the Employer (or a "predecessor employer") under which the participant receives annual additions are treated as one
defined contribution plan as required to be combined pursuant to Code Section 415(f) and Regulation Section 1.415(f)-1. Employer
shall mean the employer that adopts this Plan, and all members of a controlled group of corporations (as defined in Code Section
414(b) as modified by Code Section 415(h)), all commonly controlled trades or businesses (as defined in Code Section 414(c) as
modified by Code Section 415(h), or affiliated service groups (as defined in Code Section 414(m)) of which the adopting Employer
is a part, and any other entity required to be aggregated with the Employer pursuant to regulations under Code Section 414(o).”


 


		1.6.	Effective for Plan Years beginning January 1, 2008, the last sentence of Section 5.02 of the Plan is hereby amended in its
entirety to read as follows:



 


“The
100% limitation shall not apply to (1) any contribution for medical benefits (within the meaning of Code Section 419A(f)(2))
after separation from service which is otherwise treated as an Annual Addition or (2) any amount otherwise treated as an Annual
Addition under Code Section 415(l)(1).”


 


 


Article
II


AMENDMENTS FOR THE PENSION PROTECTION
ACT OF 2006 (PPA)


 


		2.1.	Section 9.01(a)(3) of the Plan is hereby amended in its entirety to read as follows:



 


“(3)Payment
of tuition, related educational fees, and room and board expenses, for up to the next twelve (12) months of post-secondary education
for the Participant, the Participant’s spouse, children, or dependents (as defined in Code Section 152, and, for taxable
years beginning on or after January 1, 2005, without regard to Code Sections 152(b)(1), (b)(2), and (d)(1)(B)) and, effective July
1, 2009, such expenses of the Participant’s primary beneficiary under the Plan (as defined below);”


 


		2.2.	Section 9.01(a)(5) of the Plan is hereby amended in its entirety to read as follows:



 


“(5)Payments
for burial or funeral expenses for the Participant’s deceased parent, spouse, children or dependents (as defined in Code
Section 152, and, for taxable years beginning on or after January 1, 2005, without regard to Code Section 152(d)(1)(B)) and, effective
July 1, 2009, such expenses of the Participant’s primary beneficiary under the Plan (as defined below); or”


 






    	 



    	 



    
 


		2.3.	Section 9.01(a) of the Plan is hereby amended by adding the following at the end thereof:



 


“A Participant’s
“primary beneficiary under the Plan” is an individual who is named as a beneficiary under the Plan and has an unconditional
right to all or a portion of the Participant’s account balance under the Plan upon the Participant’s death.”


 


		2.4.	Section 10.08 of the Plan is hereby amended by adding the following at the end thereof:



 


“Effective as of April
6, 2007, a domestic relations order that otherwise satisfies the requirements for a qualified domestic relations order (“QDRO”)
will not fail to be a QDRO: (i) solely because the order is issued after, or revises, another domestic relations order or QDRO;
or (ii) solely because of the time at which the order is issued, including issuance after the annuity starting date or after the
Participant’s death.”


 


		2.5.	Section 10.10 of the Plan is hereby amended in its entirety to read as follows:



 





“10.10Notices
to Participants. The Committee shall distribute or cause
to be distributed to each Participant who has requested a withdrawal or distribution a notice, containing the information described
in Code Section 402(f). Such notice shall be provided within a reasonable time, not in excess of 90 days (180 days beginning July
1, 2009), prior to the date of such withdrawal or distribution. Such notice shall clearly inform the Participant that the Participant
has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution
or withdrawal (or, if applicable, a particular distribution option). Distribution or withdrawal shall not be made within such
30-day period, unless the Participant affirmatively elects otherwise. A Participant shall be permitted to revoke his election
at any time prior to the annuity starting date, or, if later, the end of the seven-day period beginning on the date the above
described notice was provided.”







  


		2.6.	Section 10.11(b) of the Plan is hereby amended by adding the following at the end thereof:



 


“For distributions made
after December 31, 2007, a Participant may elect to roll over directly an eligible rollover distribution to a Roth IRA described
in Code Section 408A(b).”


 


		2.7.	Section 10.11 of the Plan is hereby amended by adding the following new subsection (d) to the end
thereof:



 


		“(d)	Non-spouse beneficiary rollover right. For distributions on
or after January 1, 2010, a non-spouse beneficiary who is a Beneficiary under this Plan, by a direct trustee-to-trustee transfer
(“direct rollover”), may roll over all or any portion of his or her distribution to an individual retirement account
the beneficiary establishes for purposes of receiving the distribution. In order to be able to roll over the distribution, the
distribution otherwise must satisfy the definition of 



 






    	 



    	 



    



 


	 	 	an eligible rollover distribution. If the Participant’s named Beneficiary
is a trust, the Plan may make a direct rollover to an individual retirement account on behalf of the trust, provided the trust
satisfies the requirements to be a designated beneficiary within the meaning of Code Section 401(a)(9)(E). A non-spouse beneficiary
may not roll over an amount which is a required minimum distribution, as determined under applicable Treasury regulations and other
Revenue Service guidance.”



 


		2.8.	Section 15.02 of the Plan is hereby amended by adding the following at the end thereof:



 


“If the Employer
maintains an alternative defined contribution plan (described in Treas. Reg. §1.401(k)-1(d)(4)(i)), the Employer shall be
prevented from distributing elective deferrals (and other amounts, such as QNECs, that are subject to the distribution restrictions
that apply to elective deferrals) from a terminating 401(k) plan. An alternative defined contribution plan does not include an
employee stock ownership plan defined in Code Section §4975(e)(7) or 409(a), a simplified employee pension as defined in Code
Section 408(k), a SIMPLE IRA plan as defined in Code Section 408(p), a plan or contract that satisfies the requirements of Code
Section 403(b), or a plan that is described in Code Section §457(b) or (f).”


 


		2.9.	Appendix C of the Plan is hereby amended as follows:



 


The second sentence of the second paragraph
of Section (a) is hereby amended by replacing the sentence in its entirety with the following:


 


“In addition,
upon termination of the Plan, if the Employer or any Affiliate does not maintain another defined contribution plan (other than
an employee stock ownership plan as defined in Code Section 4975(e)(7) or 409(a), a simplified employee pension as defined in Code
Section 408(k), a SIMPLE IRA plan as defined in Code Section 408(p), a plan or contract that satisfies the requirements of Code
Section 403(b), or a plan that is described in Code Section §457(b) or (f) ), the Participant’s account balance will,
without the Participant’s consent, be distributed to the Participant.”


 


Section (e)(1) is hereby amended
by adding the following sentence to the end thereof:


 


“Effective with respect
to Plan Years beginning after December 31, 2007, a Participant who elects to waive the Qualified Joint and Survivor Annuity form
of benefit, if offered under the Plan, is entitled to elect the “Qualified Optional Survivor Annuity” at any time during
the applicable election period. Furthermore, the written explanation of the Qualified Joint and Survivor Annuity shall explain
the terms and conditions of the Qualified Optional Survivor Annuity.”


 






    	 



    	 



    
 


Section (f) is hereby amended by adding
the following new definition to the end thereof:


 


“(9) “Qualified
Optional Survivor Annuity.” A Survivor annuity for the life of the Participant with a survivor annuity for the life of
the spouse which is equal to the “applicable percentage” of the amount of the annuity which is payable during the joint
lives of the Participant and the spouse, and which is the actuarial equivalent of a single annuity for the life of the Participant.
The “applicable percentage” is based on the survivor annuity percentage (i.e., the percentage which the survivor annuity
under the Plan’s Qualified Joint and Survivor Annuity bears to the annuity payable during the joint lives of the participant
and the spouse). If the survivor annuity percentage is less than 75 percent, then the “applicable
percentage” is 75 percent; otherwise, the “applicable percentage” is 50 percent.”


 


Section (g)(1) is hereby amended
in its entirety to read as follows:


 


“(1)In the case of
a Qualified Joint and Survivor Annuity, the Committee shall no less than 30 days and no more than 90 days (180 days beginning July
1, 2009) prior to the annuity starting date provide each Participant a written explanation of: (i) the terms and conditions of
a Qualified Joint and Survivor Annuity; (ii) the Participant’s right to make and the effect of an election to waive the Qualified
Joint and Survivor Annuity form of benefit; (iii) the rights of Participant’s spouse; and (iv) the right to make, and the
effect of, a revocation of a previous election to waive the Qualified Joint and Survivor Annuity.”


 


 


Article
III


AMENDMENTS FOR THE HEROES EARNINGS ASSISTANCE
AND RELIEF TAX ACT OF 2008 (HEART ACT)


 


		3.1.	Section 8.01(c) of the Plan is hereby amended by adding the following to the end thereof:



 


“In the case of a death
occurring on or after January 1, 2007, if a Participant dies while performing qualified military service (as defined in Code Section
414(u)), the survivors of the Participant are entitled to any additional benefits (other than benefit accruals relating to the
period of qualified military service) provided under the Plan as if the Participant had resumed and then terminated employment
on account of death.”


 


		3.2.	Section 17.03 of the Plan is hereby amended in its entirety to read as follows:



 





“17.03Credit
for Qualified Military Service; Treatment of Differential Wage Payments.
Notwithstanding any provision of this Plan to the contrary, effective as required by USERRA (i.e., December 12, 1994), contributions,
benefits and service credit with respect to qualified military service will be provided in accordance with Code Section 414(u).
In addition, effective as required by the HEART Act (i.e., January 1, 2009), the differential wage


 






    	 



    	 



    
 


payment rules contained in Code
Section 414(u)(12) shall apply with respect to individuals performing services in the uniformed services described in Code Section
3401(h)(2)(A).”







  


 


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