Amendment No. 1 to
Amended and Restated Employment Agreement
Between David P. Storch ("Employee") and
AAR CORP. ("Company") dated July 14, 1998 ("Agreement")
WHEREAS, the Company currently employs Employee pursuant to the terms of the Agreement; and
WHEREAS, the Long-Term Incentive Plan for Employee set forth in Appendix (i) of the Agreement expired by its terms on
May 31, 2000; and
WHEREAS, the Company and Employee desire to amend the Agreement to incorporate a new Long-Term Incentive Plan for
Employee and make certain other changes to the Agreement.
NOW, THEREFORE, in consideration of the mutual agreement set forth herein, and other good and valuable consideration,
the parties hereto agree as follows:
Paragraph 6 of the Agreement is hereby amended to read as follows:
"6. Vacation and Fringe Benefits.
(a) Employee will accrue vacation in accordance with the Company's policy in effect from time to time for other
executive officers; provided that no decrease in vacation benefits from those available on the date hereof shall be
applicable to Employee during the term hereof. Employee shall be entitled to participate, according to eligibility
provisions of each, in such medical, life and disability insurance programs, profit sharing plans, retirement plans and in
other fringe benefit plans as may be in effect from time to time during the term hereof and available to other executive
officers of the Company.
(b) During the term of this Agreement and any extension thereof, Employee shall be entitled to reasonable personal
use (including transportation of accompanying dependent family members) of any corporate business aircraft owned or
chartered by the Company for Company business purposes from time to time, subject to payment of the standard
industry fare level ("SFL") as published by the Internal Revenue Service from time to time."
Appendix (i), dated June 1, 1994, to the Agreement, which expired by its terms on May 31, 2000, is hereby superced