TriStar Aerospace Co.
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October 31, 1999
P. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
President and Chief Executive Officer
TriStar Aerospace Co.
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Dear ▇▇▇▇▇▇▇:
You and TriStar Aerospace Co. (the "Company") hereby agree that this letter
amends your Executive Employment Agreement (the "Agreement"), dated September
19, 1996, in the manner set forth herein. Capitalized terms not defined in this
letter shall have the meanings set forth in the Agreement.
1. To reflect our agreement that, upon termination of your employment by
the Company other than for Cause, you shall continue to receive salary and
benefits as currently provided in Section 5(a) of the Agreement through
September 19, 2001, Section 5(a) of the Agreement is hereby amended and restated
in full as follows:
(a) TERMINATION WITHOUT CAUSE. If, prior to the expiration of the
Term, the Company terminates the employment of the Executive other than for
Cause (as defined herein), the Executive shall continue to receive his
salary set forth in Section 4(a) hereof (and such medical and life
insurance and other benefits as are regularly offered to senior executives
of the Company) until the earlier to occur of (i) the fifth anniversary of
the Commencement Date and (ii) a period of two years from the Date of
Termination (as defined herein).
2. To reflect our agreement that the non-competition covenant contained in
Section 6(a) of the Agreement shall continue to apply through September 19, 2001
under all circumstances, Section 6(a) of the Agreement is hereby amended and
restated in full as follows:
(a) NON-COMPETITION. During the Term and through September 19, 2001,
the Executive expressly covenants and agrees that he shall not, without the
express written consent of the Company, for his own account or jointly with
any other person, directly or indirectly, own, manage, operate, join,
control, loan money to, invest in, or otherwise participate in, or be
connected with, or become or act as an officer, employee, consultant,
representative or agent of any business, individual, partnership, firm or
corporation (other than the Company and its subsidiaries and affiliates)
which is in competition with any business in which the Company or any of
its subsidiaries and affiliates are then engaged or planning to be engaged;
PROVIDED, HOWEVER, that the Executive may purchase or own, solely as an
inactive investor, the securities of any entity if (a) such securities are
publicly traded on a nationally-recognized stock exchange or on NASDAQ and
(b) the aggregate holdings of such securities by the Executive and his
immediate family do not exceed three percent (3%) of the voting power or
three percent (3%) of the capital stock of such entity.
You acknowledge that, following the consummation of the transactions
contemplated by the Agreement and Plan of Merger between AlliedSignal Inc. and
the Company, dated October 31, 1999, the AlliedSignal Inc. Hardware Product
Group (but not AlliedSignal Inc. or any of its other divisions, subsidiaries or
affiliates (excluding the Company)) will be an "affiliate" of the Company for
purposes of Section 6(a) of the Agreement.
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IN WITNESS WHEREOF, the undersigned acknowledge and agree to the foregoing
amendments to the Agreement and have executed this letter in one or more
counterparts, each of which shall be deemed to be one and the same instrument,
as of the date first written above.
Very truly yours,
TRISTAR AEROSPACE CO.
/s/ ▇▇▇▇ Childress
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By: ▇▇▇▇ Childress
Its: Executive Vice President and Chief
Financial Officer
Agreed and accepted this
31st day of October, 1999.
/s/ P. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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P. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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