SEVERANCE AND CHANGE IN CONTROL AGREEMENT
This Severance and Change in Control Agreement (“Agreement”) made and entered into as of
the 14th day of January, 2000, by and between AAR CORP., a Delaware corporation
(“Company”), and James J. Clark (“Employee”).
WHEREAS, the Company currently employs Employee as an employee at will in the capacity of Vice President;
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 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 the extent not inconsistent with Section 4 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,