Post-Retirement Agreement dated May 24, 2018 between AAR CORP. and David P. Storch (incorporated by reference to Exhibit 10.3 to the Registrants Current Report on Form 8-K dated May 25, 2018), as amended May 31, 2019 (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K dated June 4, 2019), as amended July 11, 2019 (incorporated by reference to Exhibit 10.24 to the Registrants Annual Report on Form 10-K for the fiscal year ended May 31, 2019), and as amended July 13, 2021
July 13, 2021
Mr. David P. Storch
1270 Linden Avenue
Highland Park, IL 60035
You and AAR CORP. (“AAR”) entered into a letter agreement dated May 24, 2018, as amended on May 31, 2019 and July 11, 2019 (collectively, the “Agreement”) relating to your service as Chairman of the Board of Directors of AAR and as a consultant to AAR.
You and AAR now desire to further amend the Agreement to reduce the annual retainer payable to you during your tenure as Chairman of the Board.
In consideration of the mutual promises in this letter agreement, you and AAR hereby agree, effective as of the date of this letter, to amend and supplement the Agreement as follows:
1. Amendments. Section 1(c) of the Agreement is amended and restated as follows:
(c)For each year during which you serve as Non-Executive Chairman of the Board, you will receive a separate annual cash retainer of $150,000. In addition, during your tenure (i) you will retain access to your AAR-provided telephone, I-Pad, laptop and similar equipment, (ii) you will be reimbursed by the Company in an annual amount not to exceed $30,000 for an outside office and/or secretarial support, (iii) the Company will provide AAR office equipment and supplies for your outside office and (iv) you will have access to use of the corporate jet for travel on AAR business (including medical).
Section 1(e) of the Agreement is added, as follows
(e) You will be nominated for an additional three-year term as a Class I director at the 2021 annual meeting of stockholders. Unless otherwise determined by the Board of Directors, you shall serve as Chairman of the Board until the expiration of your term as a Class I director in 2024.
2. No Other Changes. In all other respects, the Agreement shall remain unchanged and shall continue in full force and effect.
Please indicate your acknowledgment of, and agreement to, the terms and conditions of this letter agreement by signing and returning a copy of this letter agreement to AAR.
Very truly yours,
/s/ James E. Goodwin
James E. Goodwin
Chairman of the Nominating and Governance Committee of the Board of Directors
July 13, 2021
/s/ H. John Gilbertson
H. John Gilbertson
Chairman of the Compensation Committee of the Board of Directors
July 13, 2021
Acknowledged and Agreed:
/s/ David P. Storch
David P. Storch
July 13 2021