<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): March 26, 1996
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BE AEROSPACE, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 0-18348 06-1209796
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER IDENTIFICATION NO.)
1400 Corporate Center Way, Wellington, FL 33414
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER: (407) 791-5000
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N/A
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(c) Exhibits. The following material contracts or amendments to existing
material contracts of the Company are filed herewith:
10.1 Employment Agreement dated as of April 1, 1996 by and between the
Company and Paul E. Fulchino.
10.2 Amendment No. 2 dated as of April 1, 1996 to Employment Agreement
dated as of January 1, 1992 between the Company and Amin J.
Khoury.
10.3 Amendment No. 2 dated as of January 1, 1996 to Employment
Agreement dated as of March 1, 1992 between the Company and
Robert J. Khoury.
10.4 Amendment No. 1 dated as of January 1, 1996 to Employment
Agreement dated as of May 1, 1993 between the Company and
Thomas P. McCaffrey.
10.5 Amendment No. 1 dated as of January 1, 1996 to Employment
Agreement dated as of March 1, 1992 between the Company and
Marco C. Lanza.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BE AEROSPACE, INC.
Date: April 5, 1996 By: /s/ Thomas P. McCaffrey
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
10.1 Employment Agreement dated as of April 1, 1996 by
and between the Company and Paul E. Fulchino.
10.2 Amendment No. 2 dated as of April 1, 1996 to
Employment Agreement dated as of January 1, 1992
between the Company and Amin J. Khoury.
10.3 Amendment No. 2 dated as of January 1, 1996 to
Employment Agreement dated as of March 1, 1992
between the Company and Robert J. Khoury.
10.4 Amendment No. 1 dated as of January 1, 1996 to
Employment Agreement dated as of May 1, 1993
between the Company and Thomas P. McCaffrey.
10.5 Amendment No. 1 dated as of January 1, 1996 to
Employment Agreement dated as of March 1, 1992
between the Company and Marco C. Lanza.
<PAGE>
Exhibit 10.1
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EMPLOYMENT AGREEMENT
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This Employment Agreement (the "Agreement") is made as of the 1st day
of April, 1996 by and between BE Aerospace, Inc., a Delaware corporation (the
"Company"), and Paul E. Fulchino (the "Executive").
RECITALS
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WHEREAS, the Company desires to employ the Executive and the Executive
wishes to accept such employment on the terms and conditions hereafter set
forth; and
WHEREAS, the Company wishes to make secure for itself the experience,
abilities and services of the Executive and to prevent the loss of such
experience, abilities and services; and
WHEREAS, the Executive has successfully completed drug/substance abuse
testing and the Company has received the results of such testing;
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto, each intending to
be legally bound, do hereby agree as follows:
1. Employment. The Company shall employ the Executive, and the
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Executive shall perform services for and continue in the employment of the
Company, for an initial period of three (3) years commencing on April 1, 1996,
and ending on March 31, 1999, whereupon the Executive's employment hereunder
shall automatically be extended from year to year on and after April 1, 1999,
until either the Company or the Executive gives the other party at least ninety
(90) days' written notice prior to the then-applicable "Expiration Date" (as
hereinafter defined) of its or his desire to terminate this Agreement, unless
such employment shall have been sooner terminated as hereinafter set forth. For
purposes of this Agreement, (i) the term "Employment Period" shall mean the
initial three (3) year period and all extensions thereof, if any, as aforesaid,
and (ii) the term "Expiration date" shall mean March 31 of either calendar year
1999 or any subsequent calendar year if the Employment Period is extended on and
after April 1, 1999, as aforesaid.
2. Position and Duties. The Executive shall serve the Company in the
-------------------
capacity of President and Chief Operating Officer, or in such other position as
the Chief Executive Officer of the Company, his designee or the Board of
Directors of the Company may designate from time to time, shall be accountable
to, and shall have such other powers, duties and
<PAGE>
responsibilities, consistent with this capacity, as the Chief Executive Officer
of the Company, his designee or the Board of Directors of the Company and the
Executive shall by mutual agreement from time to time determine. The Executive
shall perform and discharge, faithfully, diligently and to the best of his
ability, such duties and responsibilities. The Executive shall devote
substantially all of his working time and efforts to the business and affairs of
the Company.
3. Compensation.
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(a) Salary. During the Employment Period, the Executive shall
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receive a salary (the "Salary") payable at the initial rate of $450,000 per
annum. Such rate shall be subject to adjustment from time to time by the Board
of Directors as hereinafter provided; provided, however, that it shall at no
-------- -------
time be adjusted below $450,000. Commencing on April 1, of 1997, and of each
year thereafter during the Employment Period, the Salary shall be increased by
an amount not less than the amount determined by applying to the Salary then in
effect the percentage increase in the U.S. Bureau of Labor Statistics Consumer
Price Index Revised -Urban Wage Earners and Clerical Workers - National - All
Items (1982-84= 100) (the "Index") for the twelve month period (April through
March) of the calendar year immediately preceding such April. If the Index is
no longer issued, the Board of Directors and Executive shall agree upon a
substitute adjustment index issued by such agency which most reasonably reflects
the criteria utilized in the most recent issue of the Index. Except as
otherwise provided in this Agreement, the Salary shall be payable biweekly or in
accordance with the Company's current payroll practices, less all required
deductions.
(b) Incentive Bonus. During the Employment Period, the Executive may
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receive an incentive bonus (the "Bonus") for each fiscal year or portion thereof
during which the Executive has been employed hereunder as determined by the
Board of Directors of the Company at the end of the applicable fiscal year which
Bonus shall not exceed 100% of the Salary.
(c) Expenses. During the Employment Period, the Executive shall be
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entitled to receive prompt reimbursement for all reasonable business expenses
incurred by him on behalf of the Company in accordance with Company policy.
(d) Fringe Benefits. During the Employment Period, the Executive
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shall be entitled to participate in or receive benefits under any life or
disability insurance, health, pension, retirement and accident plans or
arrangements made generally available by the Company to its employees, subject
to and on a basis consistent with the terms, conditions and overall
administration of such plans and arrangements. In accordance with the Company
policy, the Executive shall also be entitled to paid vacation in any fiscal year
during the Employment Period as well as all paid holidays given by the Company
to its employees.
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<PAGE>
(e) Automobile. During the Employment Period, the Executive shall be
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furnished with an automobile either owned or leased by the Company or an
automobile allowance of $800 per month, at the discretion of the Company.
(f) Stock Option Grant. As soon as practicable after the
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commencement of the Employment Period, the Company shall grant to the Executive
options to purchase 200,000 shares of the Company's Common Stock pursuant to the
terms of the Company's Amended and Restated 1989 Stock Option Plan.
(g) Moving Expenses. The Company will reimburse the Executive for
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reasonable expenses incurred for relocation from Massachusetts to Florida in
accordance with the terms and conditions set forth in the Company's Relocation
Program, a copy of which is attached as Exhibit A hereto and made a part hereof.
4. Termination and Compensation Thereon.
------------------------------------
(a) Termination Date. The term "Termination Date" shall mean the
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earlier of (i) the Expiration Date; or (ii) if the Executive's employment is
terminated (x) by his death, the date of his death; or (y) for any other reason,
the date on which such termination is to be effective pursuant to the notice of
termination given by the party terminating the employment relationship.
(b) Death. The Executive's employment hereunder shall terminate upon
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his death. In such event, the Company shall pay to such person as the Executive
shall have designated in a notice filed with the Company, or, if no such person
shall have been designated, to his estate, an amount equal to the Salary that
would have been due to the Executive had this Agreement been in effect from the
date of his death until the Expiration Date.
(c) Incapacity. If in the reasonable judgment of the Board of
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Directors of the Company, as a result of the Executive's incapacity due to
physical or mental illness or otherwise, the Executive shall for at least six
(6) consecutive months during the term of this Agreement have been unable to
perform his duties under this Agreement on a full-time basis, the Company may
terminate the Executive's employment as provided in this Section 4(c). If the
Company desires to so terminate the Executive, the Company shall:
(i) give prompt notice to the Executive of any such termination; and
(ii) until the Expiration Date, continue to pay to the Executive (or in the
event of the Executive's subsequent death, such person as the Executive
shall have designated in a notice filed with the Company, or, if no such
person shall have been designated, to his estate) his Salary (in effect as
of the date of such termination) and extend to him the incentive bonus,
expenses, fringe benefits and automobile set forth in Section 3 above.
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<PAGE>
Any dispute between the Board of Directors of the Company and the
Executive with respect to the Executive's incapacity shall be settled by
reference to a competent medical authority mutually agreed to by the Board of
Directors and the Executive or his duly authorized representative, whose
decision shall be binding on all parties. The obligations of the Company
pursuant to this Section 4(c) shall survive any termination of the Executive's
employment pursuant to this Section 4(c).
(d) Termination by the Company. The Company may terminate the
--------------------------
Executive's employment hereunder for "cause". For purposes of this Agreement,
"cause" shall mean (i) the Executive's material failure, refusal or neglect to
perform and discharge his duties and responsibilities hereunder, other material
breach of the terms hereof, or breach of any fiduciary duties he may have
because of any position he holds with the Company or any subsidiary or affiliate
thereof; or (ii) a felony conviction or a conviction for any crime involving the
Executive's personal dishonesty or moral turpitude. If the Executive's
employment is terminated pursuant to this Section 4(d), the Company shall have
no further obligations to the Executive hereunder after the Termination Date,
except for unpaid Salary and benefits accrued through the Termination Date.
(e) Change of Control. If a "Change of Control" (as that term is
-----------------
defined in that certain Indenture dated as of March 3, 1993, by and between the
Company and United States Trust Company of New York, as trustee, in connection
with the Company's 9 3/4% Senior Notes due 2003) occurs during the Employment
Period and, as a result of such Change of Control, this Agreement or the
Executive's employment is terminated for any reason, or the Executive resigns
his employment because any of the Executive's position, powers, duties or
responsibilities under Section 2 above are changed without his agreement, or any
compensation or benefit payable or otherwise extended to the Executive hereunder
(including without limitation Salary, incentive bonus, expenses, fringe benefits
and automobile set forth in Section 3 above) is eliminated or reduced, the
Company or its successor in interest shall:
(i) give prompt notice to the Executive of any such termination, change,
elimination or reduction;
(ii) within thirty (30) days after the Termination Date, pay to the Executive
(or in the event of the Executive's subsequent death, such person as the
Executive shall have designated in a notice filed with the Company, or, if
no such person shall have been designated, to his estate) the lump sum
amount equal to two times the Executive's Salary in effect as of the
Termination date, which lump sum amount shall not be pro-rated and shall
be paid in addition to the Salary due and payable under (iii) below; and,
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<PAGE>
(iii) until the Expiration Date, continue to pay to the Executive (or in the
event of the Executive's subsequent death, such person as the Executive
shall have designated in a notice filed with the Company, or, if no such
person shall have been designated, to his estate) his Salary (in effect as
of the date of the Change of Control), and (to the extent legally
practicable) extend to the Executive the applicable fringe benefits
referred to in Section 3(d) above.
The obligations of the Company pursuant to this Section 4(e) shall
survive any termination of this Agreement or the Executive's employment
pursuant to this Section 4(e).
(f) Severance Pay. If the Executive's employment hereunder is not
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extended and this Agreement is terminated as set forth in Section 1 above, or
this Agreement or the Executive's employment is terminated as a result of any
Change of Control under Section 4(e) above, the Company or its successor in
interest shall (i) give to the Executive ninety (90) days' prior notice of such
termination, and (ii) within thirty (30) days after the Termination Date, pay to
the Executive (or in the event of the Executive's subsequent death, such person
as the Executive shall have designated in a notice filed with the Company, or,
if no such person shall have been designated, to his estate) a lump sum amount
equal to the Executive's Salary in effect as of the Termination Date, which lump
sum amount shall not be pro-rated. The obligations of the Company pursuant to
this Section 4(f) shall survive any termination of this Agreement or the
Executive's employment as aforesaid.
5. Amendments. No amendment to this Agreement shall be effective
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unless it shall be in writing and signed by each party hereto.
6. Notices. All notices and other communications hereunder shall be
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in writing and shall be deemed given when delivered personally or sent by
telecopy or three days after being mailed by registered or certified mail
(return receipt requested) to the parties at the following addresses (or at such
other address for a party as shall be specified by like notice):
If to the Company, to it at:
BE Aerospace, Inc.
1400 Corporate Center Way
Wellington, FL 33414
Attention: Vice Chairman
with a copy to:
BE Aerospace, Inc.
1400 Corporate Center Way
Wellington, FL 33414
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<PAGE>
Attention: General Counsel
If to the Executive, to him, at:
11831 Pebblewood Drive
West Palm Beach, FL 33414
7. Entire Agreement. This Agreement constitutes the entire agreement
----------------
among the parties hereto pertaining to the subject matter hereof and supersedes
all prior and contemporaneous agreements, understandings, negotiations and
discussions, whether oral or written, of the parties.
8. Miscellaneous.
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(a) Enforceability. The invalidity and unenforceability of any term
--------------
or provision hereof shall not affect the validity or enforceability of any other
term or provision hereof. The headings in this Agreement are for convenience of
reference only and shall not alter or otherwise affect the meaning hereof. This
Agreement may be executed in any number of counterparts which together shall
constitute one instrument and shall be governed by and construed in accordance
with the laws (other than the conflict of law rules) of the State of Florida.
(b) Assignment. This Agreement shall be binding upon and inure to
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the benefit of the parties hereto and their respective heirs, successors and
permitted assigns. This Agreement may be assigned by the Company. Executive
may not assign or delegate Executive's duties under this Agreement without the
Company's prior written approval.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
EXECUTIVE
/s/ Paul E. Fulchino
----------------------------
Paul E. Fulchino
BE AEROSPACE, INC.
/s/ R. J. Khoury
-------------------------------
Robert J. Khoury
Vice Chairman & CEO
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<PAGE>
Exhibit 10.2
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AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
This Amendment ("Amendment") dated as of April 1, 1996, is between
BE Aerospace, Inc. a Delaware corporation (the "Company") and Amin J. Khoury
("Khoury"). The parties agree as follows:
1. Reference to Agreement; Definitions. Reference is made to that
-----------------------------------
certain Employment Agreement dated as of January 1, 1992, between the Company
and Khoury (the "Employment Agreement"), as amended by that certain Amendment
No. 1 To Agreement dated as of August 1, 1992 ("Amendment No. 1") (the
Employment Agreement and Amendment No. 1 are hereinafter collectively referred
to as the "Agreement"). Terms defined in the Agreement and not otherwise
defined herein are used herein with the meanings so defined.
2. Amendments to Agreement. Except as otherwise provided in Section
-----------------------
3 below, the Agreement is amended as follows, effective upon the date first
written above:
2.1. Amendment to Section 3.1. Section 3.1 of the Agreement
-------------------------
is deleted in its entirety and replaced with the following:
"3.1 Capacity. Khoury shall serve BE Aerospace, Inc. as its
--------
Chairman of the Board, or in such other Board capacity as the Board of
Directors of the Company may designate from time to time, but only
upon agreement with Khoury."
2.2. Amendment to Section 4.1. Section 4.1 of the Agreement
------------------------
is deleted in its entirety and replaced with the following:
"3.1 Salary. Effective as of April 1, 1996, Khoury shall
------
receive an annual salary (the "Salary") of $450,000 during each year
of the Employment Period. Such rate shall be subject to adjustment
from time to time by the Board of Directors; provided, however, that
it shall at no time be adjusted below $450,000. Commencing on April
1, 1997, and of each year thereafter during the Employment Period, the
Salary shall be increased by an amount not less than the amount
determined by applying to the Salary then in effect the percentage
increase in the U.S. Bureau of Labor Statistics Consumer Price Index
Revised -Urban Wage Earners and Clerical Workers - National - All
Items (1982-84=100) (the "Index") for the twelve month period (April
<PAGE>
through March) of the calendar year immediately preceding such April.
If the Index is no longer issued, the Board of Directors
and Khoury shall agree upon a substitute adjustment index issued by
such agency which most reasonably reflects the criteria utilized in
the most recent issue of the Index. Except as otherwise provided in
this Agreement, the Salary shall be payable biweekly or in accordance
with the Company's current payroll practices, and shall be pro-rated
for any period of service less than a full year."
2.3. Amendment to Section 4. Section 4 of the Agreement is amended by
----------------------
adding a new paragraph 4.6 as follows:
"4.6 Change of Control. If a "Change of Control" (as that term
-----------------
is defined in that certain Indenture dated as of March 3, 1993, by and
between the Company and United States Trust Company of New York, as
trustee, in connection with the Company's 9 3/4% Senior Notes due
2003) occurs during the Employment Period and, as a result of such
Change of Control, this Agreement or Khoury's employment is terminated
for any reason, or Khoury resigns his employment because any of
Khoury's position, powers, duties or responsibilities under Section 3
above are changed without his agreement or any compensation or benefit
payable or otherwise extended to Khoury hereunder (including without
limitation Salary, incentive bonus, expenses, fringe benefits and
automobile set forth in Section 4 above) is eliminated or reduced, the
Company or its successor in interest shall:
(i) give prompt notice to Khoury of any such termination, change,
elimination or reduction;
(ii) within thirty (30) days after the Termination Date, pay to
Khoury ( or in the event of the Executive's subsequent death, such
person as Khoury shall have designated in a notice filed with the
Company, or, if no such person shall have been designated, to his
estate) a lump sum amount equal to two times Khoury's Salary in effect
as of the Termination Date, which lump sum amount shall not be pro-
rated and shall be paid in addition to the Salary due and payable
under (iii) below;
-2-
<PAGE>
(iii) until the Expiration Date, continue to pay to Khoury (or in
the event of the Executive's subsequent death, such person as Khoury
shall have designated in a notice filed with the Company, or, if no
such person shall have been designated, to his estate) his Salary (in
effect as of the date of the Change of Control), and to extend to him
the incentive bonus, expenses, fringe benefits and automobile set
forth in Section 4 above; and,
The obligations of the Company pursuant to this Section 4.6 shall
survive any termination of this Agreement or Khoury's employment or
any resignation of such employment by Khoury pursuant to this Section
4.6."
2.4. Amendment to Section 4. Section 4 of the Agreement is amended by
----------------------
adding a new paragraph 4.7 as follows:
"4.7 Severance Pay. If Khoury's employment hereunder is not
-------------
extended and this Agreement is terminated as set forth in Section 1
above, or this Agreement or Khoury's employment is terminated as a
result of any Change of Control under Section 4(f) above, the Company
or its successor in interest shall (i) give to Khoury ninety (90)
days' prior notice of such termination, and (ii) within thirty (30)
days after the Termination Date, pay to Khoury (or in the event of
Khoury's subsequent death, such person as Khoury shall have designated
in a notice filed with the Company, or, if no such person shall have
been designated, to his estate) a lump sum amount equal to Khoury's
Salary in effect as of the Termination Date, which lump sum amount
shall not be pro-rated. The obligations of the Company pursuant to
this Section 4.7 shall survive any termination of this Agreement of
Khoury's employment as aforesaid."
2.5. Amendment to Section 6.3. Section 6.3 of the Agreement is deleted in
-------------------------
its entirety and replaced with the following:
"6.3 Incapacity. If in the reasonable judgment of the Board of
----------
Directors of the Company, as a result of Khoury's incapacity due to
physical or mental illness or otherwise, Khoury shall for at least six
(6) consecutive months during the term of this Agreement have been
unable to perform his duties under this Agreement on a full-time
basis, the Company may terminate
-3-
<PAGE>
Khoury's employment as provided in this Section 4(c). If the Company
desires to so terminate Khoury, the Company shall:
(i) give prompt notice to Khoury of any such termination;
(ii) until the Expiration Date, continue to pay to Khoury (or in
the event of Khoury's subsequent death, such person as Khoury shall
have designated in a notice filed with the Company, or, if no such
person shall have been designated, to his estate) his Salary (in
effect as of the date of such termination) and to extend to him the
incentive bonus, expenses, fringe benefits and automobile set forth in
Section 3 above; and,
Any dispute between the Board of Directors of the Company and Khoury
with respect to Khoury's incapacity shall be settled by reference to a competent
medical authority mutually agreed to by the Board of Directors and Khoury or his
duly authorized representative, whose decision shall be binding on all parties.
The obligations of the Company pursuant to this Section 6.3 shall survive any
termination of Khoury's employment pursuant to this Section 6.3."
2.6. Amendment to Section 12. Section 12 of the Agreement is deleted in
------------------------
its entirety and replaced with the following:
"12. NOTICES. Any notice or other communication in connection
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with this Agreement shall be deemed to be delivered if in writing,
addressed as provided below and actually delivered at said address,
If to BE Aerospace, Inc., to it at:
BE Aerospace, Inc.
1400 Corporate Center Way
Wellington, Florida 33414
If to Khoury, to him at:
11332 Longmeadow Drive
Wellington, Florida 33414"
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<PAGE>
3. Amendment to Amendment No. 1. Effective as of August 1, 1992, Section
----------------------------
3 of Amendment No. 1 is deleted in its entirety and replaced with the following,
thereby rendering Section 3 of Amendment No. 1 void ab initio:
---------
"3. Miscellaneous. This Amendment constitutes the entire
-------------
understanding of the parties with respect to the subject matter hereof and
supersedes all prior and current understandings and agreements, whether
written or oral. This Amendment may be amended or modified only by a
written instrument signed by the Executive and by a duly authorized
representative of the Company. This Amendment may be executed in any
number of counterparts which together shall constitute one instrument and
shall be governed by and construed in accordance with the laws (other than
the conflict of laws rules) of the State of Florida and shall bind and
inure to the benefit of the parties hereto and their respective successors,
assigns and heirs."
4. Miscellaneous. Except as amended by this Amendment, all terms and
--------------
conditions of the Agreement shall remain in full force and effect. This
Amendment constitutes the entire understanding of the parties with respect to
the subject matter hereof and supersedes all prior and current understandings
and agreements, whether written or oral. This amendment may be amended or
modified only by a written instrument signed by the Executive and by a duly
authorized representative of the Company. This amendment may be executed in any
number of counterparts which together shall constitute one instrument, shall be
governed by and construed in accordance with the laws (other than the conflict
of laws rules) of the State of Florida and shall bind and inure to the benefit
of the parties hereto and their respective successors, assigns and heirs.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands, as of
the date first written above.
AMIN J. KHOURY
/s/ Amin J. Khoury
----------------------------------------
BE AEROSPACE, INC.
By: /s/ R. J. Khoury
-------------------------------------
Title: Vice Chairman of the Board
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<PAGE>
Exhibit 10.3
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AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
This Amendment ("Amendment") dated as of January 1, 1996, is between
BE Aerospace, Inc., a Delaware corporation (the "Company") and Robert J. Khoury
(the "Executive"). The parties agree as follows:
1. Reference to Agreement; Definitions. Reference is made to that certain
-----------------------------------
Employment Agreement dated as of March 1, 1992, between the Company and the
Executive (the "Employment Agreement"), as amended by that certain Amendment No.
1 To Employment Agreement dated as of August 1, 1992 ("Amendment No. 1") (the
Employment Agreement and Amendment No. 1 are hereinafter collectively referred
to as the "Agreement"). Terms defined in the Agreement and not otherwise
defined herein are used herein with the meanings so defined.
2. Amendments to Agreement. Except as otherwise provided in Section 3 below,
-----------------------
the Agreement is amended as follows, effective upon the date first written
above:
2.1. Amendment to Section 1. Section 1 of the Agreement is deleted in its
----------------------
entirety and replaced with the following:
"1. Employment. The Company shall employ the Executive, and the
----------
Executive shall perform services for and continue in the employment of the
Company, for an initial period of nine (9) years commencing on March 1,
1992, and ending on February 28, 2001, whereupon the Executive's employment
hereunder shall automatically be extended from year to year on and after
March 1, 2001, until either the Company or the Executive gives the other
party at least ninety (90) days' written notice prior to the then-
applicable "Expiration Date" (as hereinafter defined) of its or his desire
to terminate this Agreement, unless such employment shall have been sooner
terminated as hereinafter set forth. For purposes of this Agreement, (i)
the term "Employment Period" shall mean the initial nine (9) year period
and all extensions thereof, if any, as aforesaid, and (ii) the term
"Expiration Date" shall mean February 28 of either calendar year 2001 or
any subsequent calendar year if the Employment Period is extended on and
after March 1, 2001, as aforesaid."
2.2. Amendment to Section 2. Section 2 of the Agreement is deleted in its
----------------------
entirety and replaced with the following:
<PAGE>
"2. Positions and Duties. The Executive shall serve the Company in
--------------------
the capacity of Vice Chairman and Chief Executive Officer, or in such other
executive position as the Chairman of the Board of Directors of the
Company, his designee or the Board of Directors of the Company may
designate from time to time (but only upon agreement with the Executive),
shall be accountable to, and shall have such other powers, duties and
responsibilities consistent with this capacity, as the Chairman of the
Board of Directors of the Company, his designee or the Board of Directors
of the Company and the Executive shall by mutual agreement from time to
time determine. The Executive shall perform and discharge, faithfully,
diligently and to the best of his ability, such duties and
responsibilities. The Executive shall devote substantially all of his
working time and efforts to the business and affairs of the Company."
2.3. Amendment to Section 3(a). Section 3(a) of the Agreement is deleted
-------------------------
in its entirety and replaced with the following:
"(a) Salary. Effective as of April 1, 1996, the Executive shall
------
receive an annual salary (the "Salary") of $450,000 during each year of the
Employment Period. Such rate shall be subject to adjustment from time to
time by the Board of Directors; provided, however, that it shall at no time
-------- -------
be adjusted below $450,000. Commencing on April 1 of 1997, and of each
year thereafter during the Employment Period, the Salary shall be increased
by an amount not less than the amount determined by applying to the Salary
then in effect the percentage increase in the U.S. Bureau of Labor
Statistics Consumer Price Index Revised - Urban Wage Earners and Clerical
Workers - National -All Items (1982-84=100) (the "Index") for the twelve
month period (January through December) of the calendar year immediately
preceding such April. If the Index is no longer issued, the Board of
Directors and Executive shall agree upon a substitute adjustment index
issued by such agency which most reasonably reflects the criteria utilized
in the most recent issue of the Index. Except as otherwise provided in this
Agreement, the Salary shall be payable biweekly or in accordance with the
Company's current payroll practices, and shall be pro-rated for any period
of service less than a full year."
2.4. Amendment to Section 4(c). Section 4(c) of the Agreement is deleted
-------------------------
in its entirety and replaced with the following:
"(c) Incapacity. If in the reasonable judgment of the Board of
----------
Directors of the Company, as a result of the Executive's incapacity due to
physical or mental illness or otherwise, the Executive shall for at least
six (6) consecutive months during the term of this Agreement have been
unable to perform his duties under this Agreement on a full-time basis, the
Company may terminate
-2-
<PAGE>
the Executive's employment as provided in this Section 4(c). If the
Company desires to so terminate the Executive, the Company shall:
(i) give prompt notice to the Executive of any such termination;
(ii) until the Expiration Date, continue to pay to the Executive
(or in the event of the Executive's subsequent death, such person as
the Executive shall have designated in a notice filed with the
Company, or, if no such person shall have been designated, to his
estate) his Salary (in effect as of the date of such termination) and
to extend to him the incentive bonus, expenses, fringe benefits and
automobile set forth in Section 3 above; and,
(iii) for ten (10) successive years after the Expiration Date,
pay to the Executive (or in the event of the Executive's subsequent
death, such person as the Executive shall have designated in a notice
filed with the Company, or, if no such person shall have been
designated, to his estate) an annual amount equal to the Executive's
Salary in effect as of the Termination Date, which annual amount shall
not be pro-rated, and extend to him the incentive bonus, expenses,
fringe benefits and automobile set forth in Section 3 above.
Any dispute between the Board of Directors of the Company and the
Executive with respect to the Executive's incapacity shall be settled by
reference to a competent medical authority mutually agreed to by the Board
of Directors and the Executive or his duly authorized representative, whose
decision shall be binding on all parties. The obligations of the Company
pursuant to this Section 4(c) shall survive any termination of the
Executive's employment pursuant to this Section 4(c)."
2.5. Amendment to Section 4(d). Section 4(d) of the Agreement is deleted
-------------------------
in its entirety and replaced with following:
"(d) Retirement. If the Executive terminates his employment
----------
hereunder on or after either his fifty-fourth birthday or his anniversary
date of nine (9) years of service to the Company, whichever occurs first,
then the Company shall, for ten (10) successive years after the Termination
Date, (i) pay to the Executive (or in the event of the Executive's
subsequent death, such person as the Executive shall have designated in a
notice filed with the Company, or, if no such person shall have been
designated, to his estate) an annual amount equal to the Executive's Salary
in effect as of the Termination Date, which annual
-3-
<PAGE>
amount shall not be pro-rated, and (ii) extend to the Executive the
incentive bonus, expenses, fringe benefits and automobile set forth in
Section 3 above. The obligations of the Company pursuant to this Section
4(d) shall survive any termination of the Executive's employment pursuant
to this Section 4(d)."
2.6. Amendment to Section 4(f). Section 4(f) of the Agreement is deleted
-------------------------
in its entirety and replaced with the following:
"(f) Change of Control. If a "Change of Control" (as that term is
-----------------
defined in that certain Indenture dated as of March 3, 1993, by and between
the Company and United States Trust Company of New York, as trustee, in
connection with the Company's 9 3/4% Senior Notes due 2003) occurs during
the Employment Period and, as a result of such Change of Control, this
Agreement or the Executive's employment is terminated for any reason, or
the Executive resigns his employment because any of the Executive's
position, powers, duties or responsibilities under Section 2 above are
changed without his agreement or any compensation or benefit payable or
otherwise extended to the Executive hereunder (including without limitation
Salary, incentive bonus, expenses, fringe benefits and automobile set forth
in Section 3 above) is eliminated or reduced, the Company or its successor
in interest shall:
(i) give prompt notice to the Executive of any such termination,
change, elimination or reduction;
(ii) within thirty (30) days after the Termination Date, pay to
the Executive (or in the event of the Executive's subsequent death,
such person as the Executive shall have designated in a notice filed
with the Company, or, if no such person shall have been designated, to
his estate) a lump sum amount equal to two times the Executive's
Salary in effect as of the Termination Date, which lump sum amount
shall not be pro-rated and shall be paid in addition to the Salary due
and payable under (iii) below;
(iii) until the Expiration Date, continue to pay to the
Executive (or in the event of the Executive's subsequent death, such
person as the Executive shall have designated in a notice filed with
the Company, or, if no such person shall have been designated, to his
estate) his Salary (in effect as of the date of the Change of
Control), and to extend to him the incentive bonus, expenses, fringe
benefits and automobile set forth in Section 3 above; and
-4-
<PAGE>
(iv) for ten (10) successive years after the Expiration Date, pay
to the Executive (or in the event of the Executive's subsequent death,
such person as the Executive shall have designated in a notice filed
with the Company, or, if no such person shall have been designated, to
his estate) an annual amount equal to the Executive's Salary in effect
as of the Termination Date, which annual amount shall not be pro-
rated, and to extend to him the incentive bonus, expenses, fringe
benefits and automobile set forth in Section 3 above.
The obligations of the Company pursuant to this Section 4(f) shall
survive any termination of this Agreement or the Executive's employment or
any resignation of such employment by the Executive pursuant to this
Section 4(f)."
2.7. Amendment to Section 4. Section 4 of the Agreement is amended by
----------------------
adding a new paragraph (g) as follows:
"(g) Severance Pay. If the Executive's employment hereunder is not
-------------
extended and this Agreement is terminated as set forth in Section 1 above,
or this Agreement or the Executive's employment is terminated as a result
of any Change of Control under Section 4(f) above, the Company or its
successor in interest shall (I) give to the Executive ninety (90) days'
prior notice of such termination, and (ii) within thirty (30) days after
the Termination Date, pay to the Executive (or in the event of the
Executive's subsequent death, such person as the Executive shall have
designated in a notice filed with the Company, or, if no such person shall
have been designated, to his estate) a lump sum amount equal to the
Executive's Salary in effect as of the Termination Date, which lump sum
amount shall not be pro-rated. The obligations of the Company pursuant to
this Section 4(g) shall survive any termination of this Agreement of the
Executive's employment as aforesaid."
2.8. Amendment to Section 6. Paragraphs (i) and (ii) in Section 6 of the
----------------------
Agreement are deleted in their entirety and replaced with the following:
"(i) if to Employer, to it at:
BE Aerospace, Inc.
1400 Corporate Center Way
Wellington, Florida 33414
(ii) if to the Executive, to him at:
-5-
<PAGE>
889 Cutler Road
Longwood, Florida 32779"
3. Amendment to Amendment No. 1. Effective as of August 1, 1992, Section 3 of
----------------------------
Amendment No. 1 is deleted in its entirety and replaced with the following,
thereby rendering Section 3 of Amendment No. 1 void ab initio:
---------
"3. Miscellaneous. This Amendment constitutes the entire
-------------
understanding of the parties with respect to the subject matter hereof and
supersedes all prior and current understandings and agreements, whether
written or oral. This Amendment may be amended or modified only by a
written instrument signed by the Executive and by a duly authorized
representative of the Company. This Amendment may be executed in any
number of counterparts which together shall constitute on instrument and
shall be governed by and construed in accordance with the laws (other than
the conflict of laws rules) of the State of Florida and shall bind and
inure to the benefit of the parties hereto and their respective successors,
assigns and heirs."
4. Miscellaneous. Except as amended by this Amendment, all terms and
-------------
conditions of the Agreement shall remain in full force and effect. This
Amendment constitutes the entire understanding of the parties with respect to
the subject matter hereof and supersedes all prior and current understandings
and agreements, whether written or oral. This Amendment may be amended or
modified only by a written instrument signed by the Executive and by a duly
authorized representative of the Company. This Amendment may be executed in any
number of counterparts which together shall constitute one instrument, shall be
governed by and construed in accordance with the laws (other than the conflict
of laws rules) of the State of Florida and shall bind and inure to the benefit
of the parties hereto and their respective successors, assigns and heirs.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands, as of
the date first written above.
ROBERT J. KHOURY
/s/ R. J. Khoury
--------------------------------
BE Aerospace, Inc.
By: /s/ Amin Khoury
-----------------------------
Title: Chairman of the Board
-6-
<PAGE>
-7-
<PAGE>
Exhibit 10.4
------------
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment ("Amendment") dated as of January 1, 1996, is between
BE Aerospace, Inc., a Delaware corporation (the "Company") and Thomas P.
McCaffrey (the "Executive"). The parties agree as follows:
1. Reference to Agreement; Definitions. Reference is made to that
-----------------------------------
certain Employment Agreement dated as of May 1, 1993, between the Company and
the Executive (the "Agreement"). Terms defined in the Agreement and not
otherwise defined herein are used herein with the meanings so defined.
2. Amendments to Agreement. The Agreement is amended as follows,
-----------------------
effective upon the date first written above:
2.1. Amendment to Section 1. Section 1 of the Agreement is
----------------------
deleted in its entirety and replaced with the following:
"1. Employment. The Company shall employ the Executive, and
----------
the Executive shall perform services for and continue in the employment of
the Company, for an initial period of three (3) years commencing on January
1, 1996, and ending on December 31, 1999, whereupon the Executive's
employment hereunder shall automatically be extended from year to year on
and after January 1, 2000, until either the Company or the Executive gives
the other party at least ninety (90) days' written notice prior to the then
applicable "Expiration Date" (as hereinafter defined) of its or his desire
to terminate this Agreement, unless such employment shall have been sooner
terminated as hereinafter set forth. For purposes of this Agreement, (i)
the term "Employment Period" shall mean the initial five (5) year period
and all extensions thereof, if any, as aforesaid, and (ii) the term
"Expiration Date" shall mean December 31 of either calendar year 1999, or
any subsequent calendar year if the Employment Period is extended on and
after January 1, 2000, as aforesaid."
2.2. Amendment to Section 3(a). Section 3(a) of the Agreement is deleted
-------------------------
in its entirety and replaced with the following:
"(a) Salary. Effective as of August 21, 1995, the Executive shall
------
receive an annual salary (the "Salary") of $225,000 during each
<PAGE>
year of the Employment Period. Such rate shall be subject to adjustment
from time to time by the Board of Directors; provided, however, that it
-------- -------
shall at no time be adjusted below $225,000. Except as otherwise provided
in this Agreement, the Salary shall be payable biweekly or in accordance
with the Company's current payroll practices, and shall be pro-rated for
any period of service less than a full year."
2.3. Amendment to Section 4(c). Section 4(c) of the Agreement is deleted
--------------------------
in its entirety and replaced with the following:
"(c) Incapacity. If in the reasonable judgment of the Board of
Directors of the Company, as a result of the Executive's incapacity
due to physical or mental illness or otherwise, the Executive shall
for at least six (6) consecutive months during the term of this
Agreement have been unable to perform his duties under this Agreement
on a full-time basis, the Company may terminate the Executive's
employment as provided in this Section 4(c). If the Company desires
to so terminate the Executive, the Company shall:
(i) give prompt notice to the Executive of any such
termination; and,
(ii) until the Expiration Date, continue to pay to the Executive
(or in the event of the Executive's subsequent death, such person as
the Executive shall have designated in a notice filed with the
Company, or, if no such person shall have been designated, to his
estate) his Salary (in effect as of the date of such termination) and
(to the extent legally practicable) extend to the Executive the
applicable fringe benefits referred to in Section 3(d) above.
Any dispute between the Board of Directors of the Company and the
Executive with respect to the Executive's incapacity shall be settled
by reference to a competent medical authority mutually agreed to by
the Board of Directors and the Executive or his duly authorized
representative, whose decision shall be binding on all parties. The
obligations of the Company pursuant to this Section 4(c) shall survive
any termination of the Executive's employment pursuant to this Section
4(c)."
-2-
<PAGE>
2.4. Amendment to Section 4(e). Section 4(e) of the Agreement is deleted
-------------------------
in its entirety and replaced with the following:
"(e) Change of Control. If a "Change of Control" (as that term
-----------------
is defined in that certain Indenture dated as of March 3, 1993, by and
between the Company and United States Trust Company of New York, as
trustee, in connection with the Company's 9 3/4% Senior Notes due
2003) occurs during the Employment Period and, as a result of such
Change of Control, this Agreement or the Executive's employment is
terminated for any reason, or the Executive resigns his employment
because any of the Executive's position, powers, duties or
responsibilities under Section 2 above are changed without his
agreement or any compensation or benefit payable or otherwise extended
to the Executive hereunder (including without limitation Salary,
incentive bonus, expenses, fringe benefits and automobile set forth in
Section 3 above) is eliminated or reduced, the Company or its
successor in interest shall:
(i) give prompt notice to the Executive of any such termination,
change, elimination or reduction; and
(ii) within thirty (30) days after the Termination Date, pay to
the Executive (or in the event of the Executive's subsequent death,
such person as the Executive shall have designated in a notice filed
with the Company, or, if no such person shall have been designated, to
his estate) a lump sum amount equal to the Executive's Salary in
effect as of the Termination Date, which lump sum amount shall not be
pro-rated and shall be paid in addition to the Salary due and payable
under (iii) below;
(iii) until the Expiration Date, continue to pay to the
Executive (or in the event of the Executive's subsequent death, such
person as the Executive shall have designated in a notice filed with
the Company, or, if no such person shall have been designated, to his
estate) his Salary (in effect as of the date of the Change of
Control), and to extend to him the incentive bonus, expenses, fringe
benefits and automobile set forth in Section 3 above.
The obligations of the Company pursuant to this Section 4(e)
shall survive any termination of this
-3-
<PAGE>
Agreement or the Executive's employment or any resignation of such
employment by the Executive pursuant to this Section 4(e)."
2.5. Amendment to Section 4. Section 4 of the Agreement is amended by
----------------------
adding a new paragraph (f) as follows:
"(f) Severance Pay. If the Executive's employment hereunder is
-------------
not extended and this Agreement is terminated as set forth in Section
1 above, or this Agreement or the Executive's employment is terminated
as a result of any Change of Control under Section 4(c) above, the
Company or its successor in interest shall (i) give to the Executive
ninety (90) days' prior written notice of such termination, and (ii)
within thirty (30) days after the Termination Date, pay to the
Executive (or in the event of the Executive's subsequent death, such
person as the Executive shall have designated in a notice filed with
the Company, or if no such person shall have been designated, to his
estate) a lump sum amount equal to the Executive's Salary in effect as
of the Termination Date, which lump sum amount shall not be pro-rated.
The obligations of the Company pursuant to this Section 4(f) shall
survive any termination of this Agreement or the Executive's
employment as aforesaid."
2.6. Amendment to Section 6. Paragraphs (i) and (ii) in Section 6 of the
----------------------
Agreement are deleted in their entirety and replaced with the following:
"(i) if to Employer, to it at:
BE Aerospace, Inc.
1400 Corporate Center Way
Wellington, Florida 33414
(ii) if to the Executive, to him at:
c/o BE Aerospace, Inc.
1400 Corporate Center Way
Wellington, Florida 33414"
3. Miscellaneous. Except as amended by this Amendment, all terms and
-------------
conditions of the Agreement shall remain in full force and effect. This
Amendment constitutes the entire understanding of the parties with respect to
the subject matter hereof and supersedes all prior
-4-
<PAGE>
and current understandings and agreements, whether written or oral. This
Amendment may be amended or modified only by a written instrument signed by the
Executive and by a duly authorized representative of the Company. This
Amendment may be executed in any number of counterparts which together shall
constitute one instrument, shall be governed by and construed in accordance with
the laws (other than the conflict of laws rules) of the State of Florida and
shall bind and inure to the benefit of the parties hereto and their respective
successors, assigns and heirs.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands, as
of the date first written above.
THOMAS P. MCCAFFREY
/s/ Thomas P. McCaffrey
-----------------------
BE AEROSPACE, INC.
By: /s/ R. J. Khoury
----------------------
Title: President
-5-
<PAGE>
Exhibit 10.5
------------
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment ("Amendment") dated as of January 1, 1996, is between
BE Aerospace, Inc., a Delaware corporation (the "Company") and Marco Lanza (the
"Executive"). The parties agree as follows:
1. Reference to Agreement; Definitions. Reference is made to that certain
-----------------------------------
Employment Agreement dated as of March 1, 1992, between the Company (formerly
known as BE Avionics, Inc.) and the Executive (the "Agreement"). Terms defined
in the Agreement and not otherwise defined herein are used herein with the
meanings so defined.
2. Amendments to Agreement. The Agreement is amended as follows, effective
-----------------------
upon the date first written above:
2.1. Amendment to Section 1. Section 1 of the Agreement is deleted in
----------------------
its entirety and replaced with the following:
"1. Employment. The Company shall employ the Executive, and the
----------
Executive shall perform services for and continue in the employment of the
Company, for an initial period of three (3) years commencing on January 1,
1996, and ending on December 31, 1999, whereupon the Executive's employment
hereunder shall automatically be extended from year to year on and after
January 1, 2000, until either the Company or the Executive gives the other
party at least ninety (90) days' written notice prior to the then
applicable "Expiration Date" (as hereinafter defined) of its or his desire
to terminate this Agreement, unless such employment shall have been sooner
terminated as hereinafter set forth. For purposes of this Agreement, (i)
the term "Employment Period" shall mean the initial three (3) year period
and all extensions thereof, if any, as aforesaid, and (ii) the term
"Expiration Date" shall mean December 31 of either calendar year 1999 or
any subsequent calendar year if the Employment Period is extended on and
after January 1, 2000, as aforesaid."
2.2. Amendment to Section 2. Section 2 of the Agreement is deleted in its
----------------------
entirety and replaced with the following:
"2. Positions and Duties. The Executive shall serve the Company in
--------------------
the capacity of Executive Vice President, shall be accountable to, and
shall have such other powers, duties and responsibilities consistent with
this capacity as may from time to time be prescribed by, the President of
the Company, his designee or the Board of Directors. The Executive shall
perform and discharge,
<PAGE>
faithfully, diligently and to the best of his ability, such duties and
responsibilities. The Executive shall devote substantially all of his
working time and efforts to the business and affairs of the Company."
2.3. Amendment to Section 3(a). Section 3(a) of the agreement is deleted
-------------------------
in its entirety and replaced with the following:
"(a) Salary. Effective as of August 21, 1995, the Executive shall
------
receive an annual salary (the "Salary") of $240,000 during each year of the
Employment Period. Such rate shall be subject to adjustment from time to
time by the Board of Directors; provided, however, that it shall at no time
-------- -------
be adjusted below $240,000. Except as otherwise provided in this
Agreement, the Salary shall be payable biweekly or in accordance with the
Company's current payroll practices, and shall be pro-rated for any period
of service less than a full year."
2.4. Amendment to Section 4(c). Section 4(c) of the Agreement is deleted
-------------------------
in its entirety and replaced with the following:
"(c) Incapacity. If in the reasonable judgment of the Board of
----------
Directors of the Company, as a result of the Executive's incapacity due to
physical or mental illness or otherwise, the Executive shall for at least
six (6) consecutive months during the term of this Agreement have been
unable to perform his duties under this Agreement on a full-time basis, the
Company may terminate the Executive's employment as provided in this
Section 4(c). If the Company desires to so terminate the Executive, the
Company shall:
(i) give prompt notice to the Executive of any such termination;
and
(ii) until the Expiration Date, continue to pay to the Executive
(or in the event of the Executive's subsequent death, such person as
the Executive shall have designated in a notice filed with the
Company, or, if no such person shall have been designated, to his
estate) his Salary (in effect as of the date of such termination) and
(to the extent legally practicable) extend to the Executive the
applicable fringe benefits referred to in Section 3(d) above.
Any dispute between the Board of Directors of the Company and the
Executive with respect to the Executive's incapacity shall be settled by
reference to a competent medical authority mutually agreed to by the Board
of Directors and the Executive or his duly authorized representative, whose
decision shall be
-2-
<PAGE>
binding on all parties. The obligations of the Company pursuant to this
Section 4(c) shall survive any termination of the Executive's employment
pursuant to this Section 4(c)."
2.5. Amendment to Section 4. Section 4 of the Agreement is amended by
----------------------
adding a new paragraph (f) as follows:
"(f) Change of Control. If a 'Change of Control' (as that term is
-----------------
defined in that certain Indenture dated as of March 3, 1993, by and between
the Company and United States Trust Company of New York, as trustee, in
connection with the Company's 9 3/4% Senior Notes due 2003) occurs during
the Employment Period and, as a result of such Change of Control, this
Agreement or the Executive's employment is terminated for any reason, or
the Executive resigns his employment because any of the Executive's
position, powers, duties or responsibilities under Section 2 above are
changed without his agreement or any compensation or benefit payable or
otherwise extended to the Executive hereunder (including without limitation
Salary, incentive bonus, expenses, fringe benefits and automobile set forth
in Section 3 above) is eliminated or reduced, the Company or its successor
in interest shall:
(i) give prompt notice to the Executive of any such termination,
change, elimination or reduction;
(ii) within thirty (30) days after the Termination Date, pay to
the Executive (or in the event of the Executive's subsequent death,
such person as the Executive shall have designated in a notice filed
with the Company, or, if no such person shall have been designated, to
his estate) a lump sum amount equal to the Executive's Salary in
effect as of the Termination Date, which lump sum amount shall not be
pro-rated and shall be paid in addition to the Salary due and payable
under (iii) below;
(iii) until the Expiration Date, continue to pay to the
Executive (or in the event of the Executive's subsequent death, such
person as the Executive shall have designated in a notice filed with
the Company, or, if no such person shall have been designated, to his
estate) his Salary (in effect as of the date of the Change of
Control), and to extend to him the incentive bonus, expenses, fringe
benefits and automobile set forth in Section 3 above.
-3-
<PAGE>
The obligations of the Company pursuant to this Section 4(f) shall
survive any termination of this Agreement or the Executive's employment or
any resignation of such employment by the Executive pursuant to this
Section 4(e)."
2.6. Amendment to Section 6. Paragraphs (i) and (ii) in Section 6 of
----------------------
the Agreement are deleted in their entirety and replaced with the following:
"(i) if to Employer, to it at:
BE Aerospace, Inc.
1400 Corporate Center Way
Wellington, Florida 33414
(ii) if to the Executive, to him at:
c/o BE Aerospace, Inc.
1400 Corporate Center Way
Wellington, Florida 33414"
2.7. Amendment to Section 8. Section 8 of the Agreement is deleted in its
----------------------
entirety and replaced with the following:
"8. Miscellaneous.
-------------
(a) Enforceability. The invalidity and unenforceability of any term
--------------
or provision hereof shall not affect the validity or enforceability of any
other term or provision hereof. The headings in this Agreement are for
convenience of reference only and shall not alter or otherwise affect the
meaning hereof. This Agreement may be executed in any number of
counterparts which together shall constitute one instrument and shall be
governed by and construed in accordance with the laws (other than the
conflict of laws rules) of the State of Florida.
(b) Assignment. This Agreement shall be binding upon and inure to
----------
the benefit of the parties hereto and their respective heirs, successors
and permitted assigns. This Agreement may be assigned by the Company.
Executive may not assign or delegate Executive's duties under this
Agreement without the Company's prior written approval."
3. Miscellaneous. Except as amended by this Amendment, all terms and
-------------
conditions of the Agreement shall remain in full force and effect. This
Amendment constitutes the entire understanding of the parties with respect to
the subject matter hereof and supersedes all prior and current understandings
and agreements, whether written or oral. This Amendment may be amended or
modified only by a written instrument signed by the Executive and by a duly
authorized representative of the Company. This Amendment may be executed in any
number
-4-
<PAGE>
of counterparts which together shall constitute one instrument, shall be
governed by and construed in accordance with the laws (other than the conflict
of laws rules) of the State of Florida and shall bind and inure to the benefit
of the parties hereto and their respective successors, assigns and heirs.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands, as of
the date first written above.
MARCO LANZA
/s/ Marco Lanza
--------------------------
BE Aerospace, Inc.
By: /s/ R. J. Khoury
------------------------
Robert J. Khoury
President
-5-
