AMENDED AND RESTATED
SEVERANCE AND CHANGE IN CONTROL AGREEMENT
This Amended and Restated Severance and Change in Control Agreement ("Agreement") made and entered into
as of the 1st day of August, 2000, by and between AAR CORP., a Delaware corporation ("Company"), and
Michael J. Sharp ("Employee").
WHEREAS, the Company currently employs Employee as an employee at will in the capacity of Vice President,
Controller and Chief Accounting Officer; and
WHEREAS, Employee desires the Company to pay Employee certain severance payments upon a Change in
Control of AAR CORP. and upon termination of employment prior to a Change in Control; and
WHEREAS, the Company is willing to pay Employee severance payments under certain circumstances if
Employee agrees to confidentiality, non-compete and certain other covenants.
NOW, THEREFORE, in consideration of the mutual agreements herein set forth and other good and valuable
consideration, the parties hereto agree as follows:
1. EMPLOYMENT. Employee will continue employment with the Company as an at will employee subject to
the terms and conditions hereinafter set forth.
2. DUTIES. During the continuation of Employee's employment, Employee shall:
(a) well and faithfully serve the Company and do and perform assigned duties and responsibilities in the ordinary
course of Employee's 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 Employee's full time, energy and skill to the business of the Company and Employee's assigned duties
and responsibilities, and to the promotion of the best interests of the Company; provided that Employee shall not
(to the extent not inconsistent with Section 5 below) be prevented from (a) serving as a director of any
corporation consented to in advance in writing by the Company, (b) engaging in charitable, religious, civic or
other non-profit community activities, or (c) investing his personal assets in such form o