EMPLOYMENT AND SEVERANCE AND CHANGE IN CONTROL AGREEMENT
This Employment and Severance and Change in Control Agreement ("Agreement") made and entered into as of
the 1st day of June, 2001, by and between AAR CORP., a Delaware corporation ("Company"), and JOSEPH
M. GULLION ("Employee").
WHEREAS, the Employee has been employed with the Company as its Vice President-Strategic Planning &
Acquisitions since March 1, 2001, on an employment-at-will basis; and
WHEREAS, the Company has offered Employee continued employment for a specified term, as provided for
below, and Employee has accepted such offer of continued employment pursuant to the terms and conditions set
NOW, THEREFORE, in consideration of the mutual agreements herein set forth and other good and valuable
consideration, the parties hereto agree as follows:
(a) Employee agrees to continue his employment with the Company through May 31, 2005 subject to the terms
and conditions set forth herein. After May 31, 2005 Employee's employment shall continue on an employment-
at-will basis terminable by either party at any time for any reason or no reason, and subject to the terms and
conditions set forth herein. The Company may change Employee's title, duties and location of employment from
time to time as the Company determines, in its sole discretion, to be in the bests interest of the Company.
b. Compensation and benefits shall be as set forth in Attachment A hereto.
2. DUTIES. During his employment, Employee shall:
(a) well and faithfully serve the Company and do and perform assigned duties and responsibilities in the ordinary
course of his employment and the business of the Company (within such limits as the Company may from time to
time prescribe), professionally, faithfully and diligently.
(b) devote his full time, energy and skill to the business of the Company and his assigned duties and
responsibilities, and to the promotion of the best interests of the Company; provided that Employee shall not (to