EXHIBIT 10.47
THIRD AMENDMENT
TO FIRST AMENDED AND
RESTATED EMPLOYMENT AGREEMENT
This Third Amendment to First Amended and Restated Employment Agreement
(the "Amendment") is made and entered into between Aviation Group, Inc., a Texas
corporation (the "Company"), and Xxx Xxxxxxx ("Employee"), effective as of
February 23, 2000.
WHEREAS, Employee and the Company have entered into that First Amended and
Restated Employment Agreement dated as of April 15, 1997, as previously amended
by the First Amendment and Second Amendment (collectively, the "Employment
Agreement");
WHEREAS, as compensation for the Employee's services to the Company and
other duties and responsibilities contemplated in the Employment Agreement, the
Company and Employee desire to amend the Employment Agreement as set forth
herein;
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants herein set forth, the parties hereto agree to amend the Employment
Agreement as follows:
1. Section 3.4 of the Employment Agreement shall be amended to read in
its entirety as follows:
3.4 Bonus Compensation. As additional compensation to Employee for
his services to the Company and other duties and responsibilities
herein contemplated, Employee may receive additional compensation
(the "Bonus Compensation") when, as and if determined by the
Board. The Bonus Compensation for the calendar year 2000 shall
at a minimum be $300,000 (the "Minimum Bonus") and such Minimum
Bonus shall be payable in full upon the earlier of (i) January 2,
2001 or (ii) the sale or other disposition, in one or more
transactions, of the Company's operating subsidiaries, General
Electrodynamics Corporation, Aero Design, Inc., Battery Shop
L.L.C., Aviation Exteriors Louisiana, Inc., Aviation Exteriors
Portland, Inc. and Aviation Exteriors Greenville, Inc., or all or
substantially all of their assets, on terms as may be approved by
the Board. Notwithstanding any other provision of this Agreement
to the contrary, in the event of the termination of this
Agreement or Employee's employment for any reason by the Company,
the Company shall pay the Minimum Bonus to Employee in addition
to any other sums that may be owing to Employee hereunder.
2. The Employment Agreement, as amended hereby, shall continue in full
force and effect.
EXECUTED as of the date first above written.
AVIATION GROUP, INC.
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: Executive Vice President
/s/ Xxx Xxxxxxx
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Xxx Xxxxxxx
