AMENDMENT NO. 6 TO EMPLOYMENT AGREEMENT
AMENDMENT NO. 6 TO THE EMPLOYMENT AGREEMENT (this "Amendment") made as of the
28th day of September 2012 by and between AEROFLEX INCORPORATED, a Delaware
corporation (hereinafter the "Company") and JOHN ADAMOVICH, JR. (hereinafter the
"Executive" and together with the Company, the "Parties").
WITNESSETH:
WHEREAS, the Parties entered into an Employment Agreement dated November 9, 2005
(as amended, the "Agreement") under which the Parties agreed upon the terms
pursuant to which the Executive would provide services to the Company as further
described therein, and
WHEREAS, the parties desire to amend the Agreement as set forth herein.
NOW, THEREFORE, the parties hereto agree as follows, effective as of the date
hereof:
1. Section 2(b)(ii) of the Employment Agreement is hereby amended and restated,
which shall read in its entirety as follows:
"Bonus. For each Fiscal Year ending during the Employment Period, the Executive
shall be eligible to receive an annual bonus of between 33 1/3% and 100% of his
Base Salary based upon the achievement of the Company's EBITDA targets for such
Fiscal Year as established by the Board of Directors of the Company (the
"Board"). More particularly, (i) 33-1/3%% of the Executive's Base Salary will be
awarded to the Executive as a bonus if the Company's EBITDA is equal to the
minimum EBITDA target established by the Board (the "Threshold EBITDA"); (ii)
66-2/3% of the Executive's Base Salary will be awarded as a bonus if the
Company's EBITDA is equal to the FY EBITDA Target established by the Board (the
"FY EBITDA Target" or the "Target Bonus"); and (iii) 100% of the Executive's
Base Salary will be awarded to the Executive as a bonus if the Company's EBITDA
is equal to or greater than the maximum EBITDA Target established by the Board
(the "Maximum EBITDA"). The Executive's bonus shall be determined by linear
interpolation if the Company's EBITDA is between the Threshold EBITDA and the FY
EBITDA Target or between the FY EBITDA Target and the Maximum EBITDA, as the
case may be. If the Board fails to establish the Threshold EBITDA or the Maximum
EBITDA for any fiscal year, such targets shall be presumed to be, respectively,
$10,000,000 less and $10,000,000 more than the FY EBITDA Target. No annual bonus
will be paid if the Company's EBITDA is below the Threshold EBITDA for any
Fiscal Year. The FY EBITDA Target shall be subject to equitable redetermination
by the Board in the event of any divestiture, acquisition or other extraordinary
event and to such modification, as may be appropriate, to reflect various types
of accounting adjustments that historically and otherwise have been or are
approved by the Compensation Committee. Any annual bonus payable hereunder shall
be paid on or prior to March 15 of the year following the year such bonus is
earned."
1
2. Section 4(a) of the Agreement is hereby amended and restated, which shall
read in its entirety as follows:
"(a) Without Cause. If during the Employment Period, the Company shall