0001104659-05-008139 Sample Contracts

SEVERANCE PROTECTION AGREEMENT
Severance Protection Agreement • February 24th, 2005 • Axsys Technologies Inc • Optical instruments & lenses • Delaware

WHEREAS, the Board of Directors of the Company (the “Board”) recognizes that the possibility of a Change in Control (as hereinafter defined) exists and that the threat or the occurrence of a Change in Control can result in significant distraction of the Company’s key management personnel because of the uncertainties inherent in such a situation;

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November 11, 2004 Mr. Stephen W. Bershad
Axsys Technologies Inc • February 24th, 2005 • Optical instruments & lenses
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