Second Amendment to Amended and Restated Employment Agreement between B/E Aerospace, Inc. and Ryan M. Patch

Summary

This amendment updates the employment agreement between B/E Aerospace, Inc. and Ryan M. Patch. It changes the language in Section 5(a) to clarify the timing of certain provisions following a Change of Control. All other terms of the original agreement remain unchanged unless they conflict with this amendment, in which case this amendment takes precedence. Both parties signed the amendment on May 12, 2014.

EX-10.5 7 a50911397ex10_5.htm EXHIBIT 10.5 a50911397ex10_5.htm

Exhibit 10.5

Second Amendment to Amended and Restated Employment Agreement

1. This second amendment (the “Second Amendment”) is made by B/E Aerospace, Inc. (the “Company”) and Ryan M. Patch (“Executive”), parties to that certain Amended and Restated Employment Agreement dated July 29, 2013 (the “Agreement”).

2. The Agreement is amended as follows:

In the second sentence of Section 5(a) of the Agreement, the phrase “or (ii)” shall be deleted and replaced by the phrase “(ii) for purposes of Section 5(f), and following the occurrence of a Change of Control, the date of the Change of Control, or (iii)”.

3. Except as set forth in this Second Amendment, the Agreement is unaffected and shall continue in full force and effect in accordance with its terms, and any previous amendments thereto. If there is conflict between this Second Amendment and the Agreement or any earlier amendment, the terms of this Second Amendment will prevail.

IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of the date written below.

	EXECUTIVE



	/s/ Ryan M. Patch
	Ryan M. Patch

	Dated:	May 12, 2014

	B/E Aerospace, Inc.



	/s/ Thomas P. McCaffrey
	Thomas P. McCaffrey
	Senior Vice President and Chief Financial Officer

	Dated:	May 12, 2014