Exhibit 10.1
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| Curtiss-Wright Corporation | |
Martin R. Benante
Chairman and Chief Executive Officer
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| March 19, 2012 |
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| To the Chairman of |
| Executive Compensation Committee |
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| Pursuant to my discussions with the Committee, I hereby agree to waive my single trigger “walk away” right as provided for in Section 2(b) of my Change-In-Control Agreement with the Company dated July 9, 2001 (the “Agreement”). |
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| I acknowledge that by voluntarily waiving this provision, my Change-In-Control Agreement would not be triggered unless my employment is terminated during the two year period following a “change in control” by the Company without “cause” or by me for “good reason”. All terms, conditions, and definitions of the Agreement shall remain in full force and effect. |
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| Very truly yours, |
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| Martin R. Benante |
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| Agreed to and Accepted by: |
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| Chairman of Executive |
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