Contents:
                Employment Agreement
                Amendment to Employment Agreement
 
 
EX-10.35
R. KHOURY EMPLOYMENT AGREEMENT
<PAGE> 1
 EMPLOYMENT AGREEMENT
 THIS EMPLOYMENT AGREEMENT is made as of this 1st day of March, 1992 by
and between BE Avionics, Inc., a Delaware corporation (the "Company" or
"Employer"), and Robert J. Khoury (the "Executive").
 RECITALS
 1. The Executive has been employed by the Employer as President.
 2. The services and ability of the Executive have constituted a major
factor in the growth and development of the Employer.
 3. The Employer desires to continue to employ and retain the Executive
and to make secure for itself the experience, abilities and services of the
Executive and to prevent the loss of such experience, services and abilities.
 4. In consideration of the employment to be provided hereby and the
amounts to be paid as provided herein, the Executive desires to be employed by
the Employer and to agree with the Employer as further provided herein.
 NOW THEREFORE, the parties hereto hereby agree as follows:
1. EMPLOYMENT. The Employer shall employ the Executive, and the Executive shall
perform services for and continue in the employment of the Employer, for a
period of six (6) years (the "Employment Period") commencing on March 1, 1992
and ending on February 28, 1997 (the "Expiration Date") unless such employment
shall have been sooner terminated as hereinafter set forth. In consideration of
such employment and in consideration of any subsequent retention as a consultant
as provided in Section 4(f) hereof, the Executive has concurrently executed a
Proprietary Rights Agreement, a copy of which is attached as Exhibit A hereto.
2. POSITION AND DUTIES. The Executive shall serve in the capacity of President,
Cabin Products Division or in such other executive position as 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 his capacity, as the
Board of Directors 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.
 
 
<PAGE> 2
 
 
 
 (a) SALARY. During each year of the Employment Period, the Executive
shall receive an annual salary (the "Salary") of $200,000. 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 $200,000. The Salary shall
be payable biweekly or in accordance with the Company's current payroll
practices. Except as otherwise provided in this Agreement, the Salary shall be
pro-rated for any period of service less than a full year.
 (b) INCENTIVE BONUS. During each year of the Employment Period, the
Executive shall receive an incentive bonus for such year as determined in
advance by the Board of Directors of the Company at the end of the year, which
bonus shall not exceed 100% of the Salary.
 (c) EXPENSES. During the Employment Period, the Executive shall be
entitled to receive prompt reimbursement for all reasonable business expenses
incurred by him on behalf of the Employer.
 (d) FRINGE BENEFITS. During the Employment Period, the Executive 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 executives and key management
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.
 (e) AUTOMOBILE. Without limiting the generality of the foregoing,
during the Employment Period, the Executive shall be furnished with a
Company-owned automobile or an automobile allowance, at the discretion of the
Company.
4. TERMINATION AND COMPENSATION THEREON.
 (a) TERMINATION DATE. The term (the "Termination Date") shall mean the
earlier of (i) the Expiration Date or (ii) if the Executive's employment is
terminated (A) by his death, the date of his death, or (B) 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
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.
 -2-
 
 
<PAGE> 3
 
 
 (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 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 hereunder by notice to the Executive. In such event, the
Employer shall continue to pay the Executive his Salary (at the rate in effect
as of the Termination Date) and (to the extent legally practicable) extend to
him the applicable fringe benefits referred to in Section 3(d) hereof until the
Expiration Date. The Company's obligation to pay the Executive his Salary and
extend to him such benefits shall terminate if the Executive subsequently takes
other employment to the extent of the Executive's salary and benefits from such
other employment. 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, whose decision shall be binding on all parties.
 (d) RETIREMENT. If the Executive terminates his employment hereunder or
under any renewal hereof on or after his fifty-fifth birthday and after at least
10 years of service to the Company, then the Company shall pay to the Executive
(or in the event of the Executive's death after such termination, 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) for ten successive
years after such termination an annual sum equal to one-half TIMES the
Executive's annual salary for the three fiscal years most recently completed
immediately preceding such termination. Notwithstanding the termination of the
Employment Period by the Executive in accordance with this Section 4(d), the
obligations of the Company pursuant to this Section 4(d) shall survive such
termination.
 (e) TERMINATION BY THE COMPANY. The Company may terminate the
Executive's employment hereunder for "cause". For purposes of this Agreement,
"cause" shall mean (A) the Executive's material failure, refusal or neglect to
perform and discharge his duties and responsibilities hereunder (including
duties prescribed by the Board of Directors pursuant to Section 2), other
material breach of the terms hereof, or breach of his fiduciary duties as an
officer or member of the Board of Directors of the Company or any subsidiary or
affiliate thereof, as applicable, or (B) 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(e), the
Employer shall have no further obligations to the Executive hereunder after the
Termination Date, except for unpaid Salary and benefits accrued through the
Termination Date.
 (f) CONSULTING PERIOD UPON TERMINATION. If the Company (i) terminates
the Executive's employment hereunder prior to the Expiration Date for any reason
whatsoever or (ii) fails to extend the Executive's employment hereunder for a
period of at least three years beyond the Expiration Date at his then current
Salary and otherwise on the terms and 
 
 -3-
 
<PAGE> 4
conditions set forth herein, then the Company shall have the option, at its sole
discretion, of retaining the Executive as a consultant to perform such services
as the Company may reasonably request, in consideration for which services the
Company shall continue to pay the Executive the same Salary and (to the extent
legally practicable) extend to him the applicable fringe benefits referred to in
Section 3(d), as in effect on the Termination Date (in the case of (i) above) or
the Expiration Date (in the case of (ii) above) for the period commencing on the
Termination Date or Expiration Date and ending on the date five years after the
Expiration Date or on such earlier date as the Company may otherwise specify by
at least two weeks' prior written notice (the "Consulting Period").
5. AMENDMENTS. No amendment to this Agreement or any schedule hereto shall be
effective unless it shall be in writing and signed by each party hereto.
6. NOTICES. All notices and other communications hereunder shall be in writing
and shall be deemed given when delivered personally 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):
 (i) if to Employer, to it at:
 c/o The K.A.D. Companies, Inc.
 36 Washington Street, Suite 190
 Wellesley, MA 02181
 Attention: Amin J. Khoury
 with copies to
 Ropes & Gray
 One International Place
 Boston, Massachusetts 02110
 Attention: C. Dean Dusseault
 (ii) if to the Executive, to him at:
 975 Sunshine Lane
 Altamonte Springs, FL 32714
7. ENTIRE AGREEMENT. This Agreement and the Proprietary Rights Agreement of even
date herewith constitute the entire agreement among the parties hereto
pertaining to the subject matter hereof and supersede all prior and
contemporaneous agreements, understandings, negotiations and discussions,
whether oral or written, of the parties.
 
 
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<PAGE> 5
8. MISCELLANEOUS. The invalidity or 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 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 and assigns.
 
 
 -5-
 
 
<PAGE> 6
 
 
 
 IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the
date first written above.
 BE AVIONICS, INC.
 
 By:___________________________
 Amin J. Khoury
 Chairman of the Board
 
 ROBERT J. KHOURY
 
 
 
 
 ------------------------------
 
 
 
 
 
 
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<PAGE> 7
 
 
 Exhibit A
 PROPRIETARY RIGHTS AND CONSULTING AGREEMENT
This Agreement is intended to set forth in writing my responsibility to BE
Avionics, Inc. (the "Company") during my employment with the Company, during any
subsequent consulting period and thereafter. I recognize that the Company is
engaged in a continuous program of research, development, and production
respecting its business, present and future. As part of my employment with the
Company and any subsequent consultancy, I have certain obligations relating to
confidential information of the Company and inventions which I develop during my
employment or consultancy.
In return for my employment by the Company, I acknowledge and agree that:
1. AGREEMENT; EFFECTIVE DATE. I have today executed an Employment Agreement of
even date herewith (the "Employment Agreement") between the Company and myself.
In return for my employment pursuant thereto and any subsequent consulting
pursuant to Section 4(f) thereof, I agree to abide by the terms of this
Proprietary Rights Agreement during my employment with the Company and any
subsequent Consulting Period (as defined in Section 4(f) of the Employment
Agreement). This Proprietary Rights Agreement shall be effective on March 1,
1992 and shall continue in effect throughout my employment and the Consulting
Period, if any (the "Agreement Period").
2. CONFIDENTIALITY. I will maintain in confidence and will not disclose or use,
either during or after the Agreement Period, any proprietary or confidential
information or know-how belonging to the Company ("Proprietary Information"),
whether or not in written form, except to the extent required to perform duties
on behalf of the Company. Proprietary Information refers to any information, not
generally known in the relevant trade or industry, which was obtained from the
Company, or which was learned, discovered, developed, conceived, originated or
prepared by me in the scope of my employment or consultancy. Such Proprietary
Information includes, but is not limited to, the Company's inventions or
products, research and development, production processes, manufacturing and
engineering processes, machines and equipment, finances, customers, marketing,
and production and future business plans, information belonging to customers or
suppliers of the Company disclosed incidental to my employment or consultancy
and any other information which is identified as confidential by the Company.
 
 
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<PAGE> 8
3. INVENTIONS.
 3.1. DEFINITION OF INVENTIONS. As used in this Agreement, the term
"Invention" means any new or useful art, discovery, contribution, finding or
improvement, whether or not patentable, and all related know-how. Inventions
include, but are not limited to, all designs, discoveries, formulas, processes,
manufacturing techniques, semiconductor designs, computer software, inventions,
improvements and ideas.
 3.2. DISCLOSURE AND ASSIGNMENT OF INVENTIONS.
 (a) I will promptly disclose and describe to the Company all Inventions
which I may solely or jointly conceive, develop, or reduce to practice during
the Agreement Period (i) which relate, at the time of conception, development,
or reduction to practice of the Invention, to the Company's business or actual
or demonstrably anticipated research or development, (ii) which were developed,
in whole or in part, on the Company's time or with the use of any of the
Company's equipment, supplies, facilities or trade secret information, or (iii)
which resulted from any work I performed for the Company (the "Company
Inventions"). I assign all my right, title, and interest worldwide in the
Company Inventions and in all intellectual property rights based upon the
Company Inventions. However, I do not assign or agree to assign any Inventions
relating in any way to the Company business or demonstrably anticipated research
and development which were made by me prior to my employment with the Company,
which Inventions, if any, are identified on Exhibit "A" to this Agreement.
Exhibit "A" contains no confidential information. I have no rights in any
Inventions other than the inventions specified in Exhibit "A". If no such list
is attached, I have no such Inventions or I grant an irrevocable, nonexclusive,
royalty-free, worldwide license to the Company to make, use and sell Inventions
developed by me prior to my employment with the Company.
 (b) I recognize that Inventions relating to my activities while working
for the Company and conceived or made by me, alone or with others, within one
(1) year after termination of the Agreement Period may have been conceived in
significant part while I was retained by the Company. Accordingly, I agree that
such Inventions shall be presumed to have been conceived during my employment or
consultancy with the Company and are to be assigned to the Company as a Company
Invention unless and until I have established the contrary. I agree to disclose
promptly in writing to the Company all Inventions made or conceived by me for
one (1) year after the Agreement Period, whether or not I believe such
Inventions are subject to this Agreement, to permit a determination by the
Company as to whether or not the Inventions should be the property of the
Company. Any such information will be received in confidence by the Company.
4. DOCUMENTS AND MATERIAL. Upon termination of my employment with the Company
(regardless of whether or not the Company retains me as a consultant) or at any
other time upon the Company's request, I will promptly deliver to the Company,
without retaining any 
 
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<PAGE> 9
 
copies, all documents and other materials furnished to me by the Company,
prepared by me for the Company or otherwise relating to the Company's business,
including without limitation all written and tangible material in my possession
incorporating any Proprietary Information.
5. COMPETITIVE EMPLOYMENT. During the Agreement Period, I will not engage in any
employment, consulting, or other activity in any business competitive with the
Company without the Company's written consent.
6. NON-SOLICITATION. During the Agreement Period and for a period of two (2)
years thereafter, I will not solicit or encourage, or cause others to solicit or
encourage, any employees of the Company to terminate their employment with the
Company.
7. ACTS TO SECURE PROPRIETARY RIGHTS.
 7.1. FURTHER ACTS. I agree to perform, during and after the Agreement
Period, all acts deemed necessary or desirable by the Company to permit and
assist it, at its expense, in perfecting and enforcing the full benefits,
enjoyment, rights and title throughout the world in the Company Inventions. Such
acts may include, but are not limited to, execution of documents and assistance
or cooperation in the registration and enforcement of applicable patents and
copyrights or other legal proceedings.
 7.2. APPOINTMENT OF ATTORNEY-IN-FACT. In the event that the Company is
unable for any reason whatsoever to secure my signature to any lawful and
necessary document required to apply for or execute any patent, copyright or
other applications with respect to any Company Inventions (including
improvements, renewals, extensions, continuations, divisions or continuations in
part thereof), I hereby irrevocably appoint the Company and its duly authorized
officers and agents as my agents and attorneys-in-fact to execute and file any
such application and to do all other lawfully permitted acts to further the
prosecution and issuance of patents, copyrights or other rights thereon with the
same legal force and effect as if executed by me.
8. NO CONFLICTING OBLIGATIONS. My performance of this Agreement does not and
will not breach any agreement to keep in confidence proprietary information,
knowledge or data acquired by me prior to my employment with the Company. I will
not disclose to the Company, or induce the Company to use, any confidential or
proprietary information or material belonging to any previous employer or other
person or entity. I am not a party to any other agreement which will interfere
with my full compliance with this Agreement. I will not enter into any
agreement, whether written or oral, conflicting with the provisions of this
Agreement.
9. SURVIVAL. Notwithstanding the termination of the Agreement Period, Sections
2, 3.2, 4, 6 and 7 hereof shall survive such termination. This Agreement does
not in any way restrict my 
 
 
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<PAGE> 10
right or the right of the Company to terminate my employment at any time, for
any reason or for no reason. I understand, however, that only the Company may
terminate my consultancy, in its sole discretion, by at least two (2) weeks
written notice.
10. SPECIFIC PERFORMANCE. A breach of any of the promises or agreements
contained herein will result in irreparable and continuing damage to the Company
for which there will be no adequate remedy at law, and the Company shall be
entitled to injunctive relief and/or a decree for specific performance, and such
other relief as may be proper (including monetary damages if appropriate).
11. WAIVER. The waiver by the Company of a breach of any provision of this
Agreement by me will not operate or be construed as a waiver of any other or
subsequent breach by me.
12. SEVERABILITY. If any part of this Agreement is found invalid or
unenforceable, that part will be amended to achieve as nearly as possible the
same economic effect as the original provision, and the remainder of this
Agreement will remain in full force.
13. GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the laws (other than the conflict of laws rules) of the State of
Florida.
14. ENTIRE AGREEMENT. This Agreement, the Exhibits to this Agreement and the
Employment Agreement of even date herewith constitute the entire agreement
between the parties relating to this subject matter and supersede all prior or
simultaneous representations, discussions, negotiations, and agreements, whether
written or oral. This Agreement may be amended or modified only with the written
consent of both me and the Company. No oral waiver, amendment or modification
will be effective under any circumstances whatsoever.
 
 
 
 
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<PAGE> 11
 
 
 
15. ASSIGNMENT. This Agreement may be assigned by the Company. I may not assign
or delegate my duties under this Agreement without the Company's prior written
approval. This Agreement shall be binding upon my heirs, successors, and
permitted assignees.
 EMPLOYEE:
 
Date: March 1, 1992 _________________________
 Signature
 
 -------------------------
 Printed Name
 BE AVIONICS, INC.
 
Date: March 1, 1992 By:______________________
 Title:___________________
top

 

TYPE: EX-10.57
 SEQUENCE: 6
 DESCRIPTION: RJK AGREEMENT
 
 
 
 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
This Amendment ("Amendment") dated as of September 30, 1999 is between BE
Aerospace, Inc., a Delaware corporation (the "Company") and Robert J. Khoury
("Khoury"). The parties agree as follows:
 1. REFERENCE TO AGREEMENT: DEFINITIONS. Reference is made to an Employment
Agreement dated as of May 29, 1998, as amended by Amendment No. 1 dated as of
November 12, 1998, between the Company and Khoury (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
as of the date first written above:
 2.1 AMENDMENT TO SECTION 3. Section 3 is hereby amended to read as follows:
 "3. TERM. Executive shall provide to the Company services hereunder during
the term of this Agreement which, unless otherwise terminated pursuant to the
provisions of Article 5 hereof, shall be the period ending on the later of (i)
May 28, 2003, or, (ii) three (3) years from any date as of which the term is
being determined (the 'Employment Term"). The date on which the Employment Term
ends, including any extensions thereof, is sometimes hereinafter referred to as
the "Expiration Date"."
 2.2 AMENDMENT TO SECTION 5.3. The last sentence of Section 5.3 is hereby
amended to read as follows:
 "In addition, Executive and his spouse, for as long as they
each may live, shall be entitled to all medical, dental and health benefits
available from time to time to the Company's executive officers and their
spouses, respectively, and the Executive and his spouse, for as long as they
each may live, shall be entitled to the benefits available under the Company's
executive medical reimbursement plan in effect as of December 31, 1998 and this
provision shall survive the termination or expiration of this Agreement for any
reason."
 2.3 Section 7.1 of the Agreement is hereby amended to read as follows:
 "7.1 TERMINATION DATE/VOLUNTARY TERMINATION PRIOR TO CHANGE OF CONTROL.
 
 (i) The term "Termination Date" shall mean the earlier of (a) the
Expiration Date, or (b) the date on which the Executive's employment with the
Company terminates for any reason prior to the Expiration Date.
 (ii) If the Executive voluntarily resigns prior to the occurrence of a
Change of Control, and prior to the Expiration Date, then the Executive shall
receive payment of his unpaid Salary through the Termination Date, the
Retirement Compensation shall become due pursuant to Sections 7.6 and 7.7
hereof, and the Severance Pay shall become due pursuant to Section 7.5 hereof.
In addition, the Executive and his spouse shall be entitled to a continuation of
their medical, dental and health benefits pursuant to the last sentence of
Section 5.3 hereof."
 2.4 Amendment to Section 7.3. Clause (ii) of Section 7.3 is hereby
amended to read as follows:
 "(ii) until the Expiration Date, (a) pay to Executive or in the event
of Executive's subsequent death, such person as Executive shall have designated
in a notice filed with the Company, or, if no such person shall have been
designated, to Executive's estate, two (2) times the highest annual Salary paid
to the Executive prior to the Termination Date, (b) continue to provide
Executive with the disability insurance and life insurance coverage, in the same
amounts and upon the same terms and conditions provided pursuant to Section 5.3
hereof immediately prior to the Termination Date, (c) reimburse the Executive
for business expenses in the same manner and to the same extent required
pursuant to Section 5.4 hereof prior to the Termination Date, including without
limitation the reimbursement of travel expenses and other travel benefits as
were afforded to Executive under the Company's policy regarding Authorization
and Limitation on Officer Travel as in effect in December 1998, and (d) continue
to provide the Executive with the automobile allowance provided pursuant to
Section 5.5 hereof immediately prior to the Termination Date."
 2.5 Amendment to Sections 7.4 and 7.5. Sections 7.4 and 7.5 of the
Agreement are hereby amended in their entirety to read as follows:
 "7.4 Change of Control.
 
 (a) If a "Change of Control" of the Company occurs during the
Employment Term, and the Executive's employment with the Company is terminated
for any reason (other than by reason of the Executive's death pursuant to
Section 7.2 or incapacity pursuant to Section 7.3) after the Change in Control,
then the Company or its successors in interest shall:
 (i) Within thirty (30) days after the Termination
Date, pay to the Executive, (or in the event of Executive's subsequent death,
such person as Executive shall have designated in a notice filed with the
Company, or, if no such person shall have been designated, the Executive's
estate) a lump sum payment equal to the sum of: (a) the unpaid Salary, at the
rate in effect on the Termination Date, payable to the Executive through the
Expiration Date, (b) the unpaid amount of any bonuses declared to be payable to
the Executive for any fiscal periods of the Company ending prior to the
Termination Date, (c) an amount equal to two (2) times the Salary, determined at
the highest rate that was in effect at any time from the 180 day period
preceding the Change of Control until the Termination Date (the "Highest
Salary"), that would have been payable for the period from the Termination Date
through the Expiration Date, and (d) an amount equal to two (2) times the
Executive's Highest Salary, which lump sum shall not be prorated and shall be
paid in addition to the Retirement Compensation payable under (ii) of this
Section 7.4, the Salary and benefits payable under (iii) of this Section 7.4,
and any Severance Pay payable pursuant to Section 7.5 hereof;
 (ii) pay to Executive (or in the event of Executive's
subsequent death, such person as Executive shall have designated in a notice
filed with the Company, or, if no such person shall have been designated, to
Executive's estate) a lump sum payment equal to the annual Retirement
Compensation that would have been payable to the Executive pursuant to Section
7.6 hereof if he had continued to be employed by the Company until May 28, 2003;
 (iii) until the xpiration Date, (a) pay to Executive
(or in the event of Executive's subsequent death, such person as Executive shall
have designated in a notice filed with the Company, or, if no such person shall
have been designated, to Executive's estate) two (2) times Executive's Highest
Salary, (b) provide Executive with continued life insurance and disability
insurance coverage in the same amounts and upon the same terms and conditions as
in effect on his Termination Date, or if greater, as those provided immediately
prior to the Change of Control, (c) reimburse Executive for business expenses in
the same manner and to the same extent required pursuant to Section 5.4 hereof
prior to the Termination Date, or if greater, to the extent provided immediately
prior to the Change of Control, including without limitation, the reimbursement
of travel expenses and other travel benefits as were afforded to Executive under
the Company's policy regarding Authorization and Limitation on Officer Travel as
in effect in December 1998, (d) continue to provide Executive with the
automobile allowance provided pursuant to Section 5.5 hereof as of the
Termination Date, or if greater, as provided immediately prior to the Change in
Control, and (e) reimburse the Executive for the reasonable costs of leasing and
operating an office at a location selected by Executive that is outside of the
Company's office, including without limitation, the cost of a full-time
assistant;
 (iv) continue to provide to Executive and his spouse,
for their respective lifetimes, substantially the same medical, dental and
health benefits, and on substantially similar terms, as the Executive and his
spouse were receiving as of the Termination Date, or if greater, as they were
receiving immediately prior to the Change of Control;
 (v) provide that any stock options granted Executive
that would not vest on or prior to the effective date of the Change of Control
shall be exercisable immediately upon the execution of any agreement that would
constitute a Change in Control (regardless of whether such agreement is
consummated), and such stock options shall continue to be exercisable until the
later of their expiration date or the date on which shares of the Company are no
longer traded as such; and
 (vi) pay to Executive the amount of any Gross-Up
Payment payable by the Company to the Executive under Section 7.8 hereof.
 (b) For purposes of this Agreement, a "Change of Control" means:
 (i) The entering into of any agreement relating to
a transaction or series of related transactions involving the ownership of the
Company that requires a shareholder vote for the consummation of such
transaction;
 (ii) Individuals who, as of September 30, 1999 (the
"Effective Date") constitute the Board of Directors of the Company (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board of Directors of the Company, provided that any person becoming a director
subsequent to the Effective Date whose election, or nomination for election by
the Company's shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board (other than an election or
nomination of an individual whose initial assumption of office is in connection
with an actual or threatened election contest relating to the election of the
directors of the Company, as such terms are used in Rule 14a-11 of Regulation
14A promulgated under the Securities Exchange Act) shall be, for purposes of
this Agreement, considered as though such person were a member of the Incumbent
Board;
 (iii) The acquisition (other than from the Company)by
any person, entity or "group", within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act, of 25% or more of either the then
outstanding shares of the Company's Common Stock or the combined voting power of
the Company's then outstanding voting securities entitled to vote generally in
the election of directors (hereinafter referred to as the ownership of a
"Controlling Interest") excluding, for this purpose, any acquisitions by (1) the
Company or its subsidiaries, (2) any person, entity or "group" that as of the
Effective Date owns beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Securities Exchange Act) of a Controlling Interest or (3)
any employee benefit plan of the Company or its subsidiaries; or
 (iv) The sale or other disposition by the Company of 25%
or more of the value of its assets to any person or entity that is not
controlled by the Company.
 7.5 Severance Pay. If the Executive's employment hereunder is
terminated for any reason, other than the Executive's death pursuant to Section
7.2 hereof, or the Executive's incapacity pursuant to Section 7.3 hereof, then
within thirty (30) days after the Executive's Termination Date, the Company
shall 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 Executive's
estate) a lump sum amount equal to the Executive's annual Salary in effect as of
the Termination Date, which lump sum shall not be pro-rated. The obligations of
the Company pursuant to this Section 7.5 shall survive any termination of this
Agreement or the Executive's employment as aforesaid, and shall be in addition
to any amounts payable to the Executive pursuant to Section 7.4 hereof in the
event of a Change of Control of the Company."
 3. Miscellaneous. Except as amended by this Amendment, all terms and
conditions of the Agreement shall remain in full force and effect. 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
 
 
 BE AEROSPACE, INC.

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