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Employment Termination Benefits Agreement

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Title:

Employment Termination Benefits Agreement

Entities:

Astronics Corp.; Hodgson Russ LLP

Date:

2004

Size:

Preview shows 8KB of 24KB total

Price:

$34

ID:

#411387

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EMPLOYMENT TERMINATION BENEFITS AGREEMENT

AGREEMENT, made this 16^th day of December, 2003, between ASTRONICS CORPORATION, a New York corporation with an office and place of business at 1801 Elmwood Avenue, Buffalo, New York 14207 (the "Company"), and Peter J. Gundermann, who resides at 11 Conant Road, Hanover, New Hampshire 03755 ("Executive").

RECITALS:

A. Executive is presently employed by Company and the Board of Directors of Company (the "Board") recognizes that Executive's contribution to the growth and success of Company has been substantial;

B. The Board desires to establish appropriate employment arrangements which the Board has determined will reinforce and encourage Executive's continued attention and dedication to the Company's business and success as a member of the Company's management, furthering the best interest of the Company and its shareholders; and

C. Executive is willing to commit himself to continue to serve Company on the terms and conditions herein provided.

NOW, THEREFORE, in consideration of the mutual promises and the respective covenants and agreements of the parties herein contained and intending to be legally bound hereby, the parties hereto agree as follows:

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ARTICLE I - DEFINITIONS

1.01 Terms Defined. In addition to any words and terms elsewhere defined herein, the following words and terms shall have the meanings indicated below unless the context or use indicates a different meaning:

	(a)	"CAUSE" shall mean any act that is materially inimical to the best interests of the Company and that constitutes, on the part of the Executive, intentional or grievous wrong, including, but not limited to, common law fraud, a felony, or other gross malfeasance of duty.

	(b)	A "CHANGE OF CONTROL" shall mean the transfer in one or more transactions, extending over a period of not more than 24 months, of Common Stock of the Company possessing 25% or more of the total combined voting power of all Class A and Class B Shares of Common Stock. A transfer shall be deemed to occur if shares of Common Stock are either transferred or made the subject of options, warrants, or similar rights granting a third party the opportunity to acquire ownership or voting control of such Common Stock.

	(c)	"COMMON STOCK" shall mean the Class A and Class B $1.00 par value shares of the capital stock of the Company, as well as all other securities with voting rights or convertible into securities with voting rights.

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	(d)	"COMPENSATION" shall mean the base salary paid to the Executive for a calendar year plus any cash bonus or cash incentive payments earned for or attributable to that year, whether or not the bonus or incentive payments are paid during that year. "AVERAGE ANNUAL COMPENSATION" shall mean the average of the Compensation paid to Executive for the two years preceding termination.

	(e)	"COMPENSATION COMMITTEE" shall mean the Executive Compensation Committee of Board, as it is constituted from time to time.

	(f)	"COMPANY" shall mean ASTRONICS CORPORATION, as well as any successors or assigns of ASTRONICS CORPORATION, whether by transfer, merger, consolidation, acquisition of all or substantially all of the business assets, change in identity, or otherwise by operation of law and for purposes of employment of Executive shall also mean any parent, subsidiary or affiliated entity to whom Executive's services may be assigned.

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	(g)	"DISABILITY" shall mean the inability of Executive to perform a substantial portion of his duties hereunder for a continuous period of 6 months or more.

	(h)	"EFFECTIVE DATE" shall mean the date of this Agreement.

	(i)

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