Exhibit 10.5


 


AMENDMENT
NO. 2 TO

AMENDED AND RESTATED SEVERANCE PROTECTION AGREEMENT


 


This Amendment No. 2 is effective as of June 3,
2009, by and between Axsys Technologies, Inc. (the “Company”) and David
A. Almeida (“Executive”)
and hereby amends the Amended and Restated Severance Protection Agreement dated
December 22, 2008, as amended on May 7, 2009, by and between the
Company and Executive (the “Agreement”). 
Words and phrases used herein with initial capital letters that are
defined in the Agreement are used herein as so defined.


 


I.


 


Section 3(a) of the Agreement is hereby
amended in its entirety to read as follows:


 


“Anything in this
Agreement to the contrary notwithstanding, in the event that this Agreement
becomes operative and it is determined (as hereafter provided) that any payment
(other than the Gross-Up payments provided for in this Section 3 and
Annex A) or distribution by the Company or any of its Affiliates to or for
the benefit of the Executive, whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement or otherwise pursuant to or by reason
of any other agreement, policy, plan, program or arrangement, including without
limitation any stock option, performance share, performance unit, stock
appreciation right or similar right, or the lapse or termination of any
restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would be
subject to the excise tax imposed by Section 4999 of the Code (or any
successor provision thereto) by reason of being considered “contingent on a
change in ownership or control” of the Company, within the meaning of Section 280G
of the Code (or any successor provision thereto) or to any similar tax imposed
by state or local law, or any interest or penalties with respect to such tax
(such tax or taxes, together with any such interest and penalties, being
hereafter collectively referred to as the “Excise Tax”), then the Executive will be
entitled to receive an additional payment or payments (collectively, a “Gross-Up Payment”).  The Gross-Up Payment will be in an amount
such that, after payment by the Executive of all taxes, including any Excise
Tax, imposed upon the Gross-Up Payment, and any and all interest or penalties
with respect to any such taxes, the Executive retains an amount of the Gross-Up
Payment equal to the Excise Tax imposed upon the Payment.  The purpose of the Gross-Up Payment is to put
the Executive in the same after-tax position with respect to any Payment, after
payment of all federal, state, and local taxes (whether income taxes, Excise
Taxes or other taxes) and any and all interest or penalties with respect to any
such taxes, as the Executive would have been in after payment of all federal,
state, and local taxes if the Payment had not given rise to an Excise Tax and
no such penalties or interest had been imposed, and this Section 3 shall
be construed in a manner consistent with such purpose.”


 

















 


IN WITNESS WHEREOF, the Company has caused this
Amendment No. 2 to be executed on its behalf by its duly authorized
officer and Executive has executed this Amendment No. 2, as of the date
first written above.


 


	
   

  	
  AXSYS TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Stephen W. Bershad

  
	
   

  	
  Name:
  Stephen W. Bershad

  
	
   

  	
  Title:
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  David A. Almeida

  
	
   

  	
  DAVID
  A. ALMEIDA

  



 


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