Letter Agreement Modifying Employment Agreement Between Thomas P. McCaffrey and B/E Aerospace, Inc.

Contract Categories: Human Resources › Employment Agreements
Summary

This letter agreement, dated August 29, 2014, is between Thomas P. McCaffrey and B/E Aerospace, Inc. It modifies McCaffrey's existing employment agreement by waiving his right to certain tax-related gross-up payments. Specifically, McCaffrey agrees to forgo payments related to Sections 280G, 4999, and 409A of the Internal Revenue Code. If he becomes subject to an excise tax, the company will reduce his payments to maximize his after-tax benefit. All other terms of the original employment agreement remain unchanged.

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EX-10.2 3 ss401457_ex1002.htm LETTER AGREEMENT OF THOMAS P. MCCAFFREY
August 29, 2014

B/E Aerospace, Inc.
1400 Corporate Center Drive
Wellington, FL  33414

Dear Sirs:

Reference is made to the Amended and Restated Employment Agreement between me and B/E Aerospace, Inc., a Delaware corporation (the “Company”), dated July 29, 2013 (the “Agreement”). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement.  In consideration of the mutual promises hereinafter set forth, and for other good and valuable consideration, I and the Company agree to modify the Agreement in the manner set forth below.

I hereby agree, effective as of the date hereof, to waive my rights to any Gross-Up Payment relating to the application of Sections 280G and 4999 of the Code pursuant to Section 5(h) of the Agreement and to the application of Section 409A of the Code pursuant to Section 14 of the Agreement.  This waiver is voluntary. In addition, I and the Company hereby agree that, in the event that I become subject to Excise Tax under Section 4999 of the Code, the Company will reduce the applicable payments (but not below zero) to the greatest amount which may be paid without me becoming subject to the Excise Tax, but only to the extent that the reduced amount would provide me with a greater after-tax benefit than an unreduced payment that would be subject to the Excise Tax.

Except as specified above, this letter does not affect any other terms of the Agreement, which remains in full force and effect.


  Very truly yours,  
     
     
     
 
/s/ Thomas P. McCaffrey  
 
Thomas P. McCaffrey
  

 
 
BE AEROSPACE, INC.    
     
     
/s/ Stephen Swisher    
Stephen Swisher
    
Vice President - Finance and Controller