EX-10.11









EXHIBIT 10.11




ASTRONICS CORPORATION

First Amendment of the Employment Termination Benefits Agreement Dated December 30, 2008 between

Astronics Corporation and Peter J. Gundermann, President and Chief Executive Officer of Astronics

Corporation.




FIRST AMENDMENT

of the

EMPLOYMENT TERMINATION BENEFITS AGREEMENT




          THIS AMENDMENT, dated as of December 31, 2008, is between ASTRONICS CORPORATION (the
“Company”), and PETER J. GUNDERMANN (the “Executive”).




RECITALS:




          A. The Company and the Executive have entered into an Employment Termination Benefits
Agreement dated as December 16, 2003 (the “Agreement”).




          B. It is intended that the Agreement comply with the provisions of Section 409A of the Code
and the regulations and guidance of general applicability issued thereunder (referred to herein as
“Section 409A”) so as to not subject the Executive to the payment of additional interest and taxes
under Section 409A. In furtherance of this intent, the Agreement shall be interpreted, operated
and administered in a manner consistent with these intentions, and to the extent Section 409A would
result in the Executive being subject to the payment of additional income taxes or interest under
Section 409A, the parties agree to amend the Agreement in order to avoid the application of such
taxes and interest. Consistent with this intent, the Company and the Executive desire to amend the
Agreement to reflect certain changes to the terms and conditions of the Agreement by entering into
this First Amendment to the Agreement (this “Amendment”).




          NOW THEREFORE, in consideration of the foregoing, the Company and the Executive agree to amend
the Agreement effective as of December 31, 2008 as follows:




          1. Termination of Employment. For purposes of Section 6.04 of the Agreement, no
Involuntary Termination of Employment, shall be considered to have occurred unless such Involuntary
Termination of Employment would also qualifies as a “separation from service” within the meaning of
Section 409A.




          2. Delayed Payments. Notwithstanding any provision in the Agreement to the contrary,
if the Executive is a “specified employee” (within the meaning of Section 409A), to the extent
needed to comply with Section 409A, payments due under Section 6.04 of the Agreement which are
considered part of a deferred compensation arrangement under Section 409A will be subject to a six
(6) month delay such that amounts otherwise payable during the six (6) month period following the
Executive’s separation from service shall be accumulated and paid in a lump-sum catch-up payment as
of the first day of the seventh month following the Executive’s separation from service (or, if
earlier, the date of the Executive’s death).




          3. Treatment as Separation Pay. Section 2 of this Amendment will not apply to the
extent such payments can be considered to be “separation pay” that is not part of a deferred
compensation arrangement under Section 409A. If permitted by Section 409A, payments to the
Executive pursuant to Section 6.04 of the Agreement shall be considered first to come from
“separation pay.”














 








          4. Timing of Reimbursement Payments. Notwithstanding any provision in Section 6.04 of
the Agreement to the contrary, any reimbursement of expenses provided for in this Section 6.04 will
be made no later than the last day of the calendar year following the year in which the Executive
incurred the expense.




          5. The second sentence of Section 6.04 is deleted in its entirety.




          Except as specifically amended hereby, the Agreement shall continue in full force and effect
as written.




          This Amendment may be executed in any number of counterparts, each of which will be deemed to
be an original and all of which taken together will be deemed to constitute one and the same
instrument.




          IN WITNESS WHEREOF, the parties have duly executed this Amendment as of this 31 day of
December, 2008.




COMPANY:




	 	 	 	 	 
	 	ASTRONICS CORPORATION

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



EXECUTIVE:




	 	 	 	 	 
	 	 	 
	 	
 	 
	 	 	Peter J. Gundermann