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EXHIBIT 10.3
AMENDMENT TO AVIALL, INC.
STOCK INCENTIVE PLAN
THIS AMENDMENT TO AVIALL, INC. STOCK INCENTIVE PLAN (this
"Amendment"), dated as of April 16, 1999 is made and entered into by Aviall,
Inc., a Delaware corporation (the "Company"). Terms used in this Amendment with
initial capital letters that are not otherwise defined herein shall have the
meanings ascribed to such terms in the Aviall, Inc.
Stock Incentive Plan (the "Plan").
RECITALS
WHEREAS, Section 17 of the Plan provides that the Board of Directors of
the Company (the "Board") may amend the Plan at any time; and
WHEREAS, the Board desires to amend the definition of Change of Control
set forth in Section 2(d) of the Plan;
NOW, THEREFORE, in accordance with Section 17 of the Plan, the Company
hereby amends the Plan as follows:
1. Section 2(d) of the Plan is hereby amended and restated in
its entirety to read as follows:
(d) A "Change of Control" shall be deemed to have occurred
if:
(i) The Company is merged or consolidated or
reorganized into or with another corporation or other legal
person, and as a result of such merger, consolidation or
reorganization less than a majority of the combined voting
power of the then-outstanding securities of such
corporation or person immediately after such transaction
are held in the aggregate by the holders of securities
entitled to vote generally in the election of directors
("Voting Stock") of the Company immediately prior to such
transaction;
(ii) The Company sells or otherwise transfers all or
substantially all of its assets to any other corporation or
other legal person, and less than a majority of the
combined voting power of the then-outstanding securities of
such corporation or person immediately after such sale or
transfer is held in the aggregate by the holders of Voting
Stock of the Company immediately prior to such sale or
transfer;
(iii) There is a report filed on Schedule 13D or
Schedule 14D-l (or any successor schedule, form or report),
each as promulgated pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), disclosing that
any person (as the term "person" is used in Section
13(d)(3) or Section 14(d)(2) of the Exchange Act) has
become
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the beneficial owner (as the term "beneficial owner" is
defined under Rule 13d-3 or any successor rule or
regulation promulgated under the Exchange Act) of
securities representing 20% or more of the then outstanding
Voting Stock of the Company;
(iv) If during any period of two consecutive years,
individuals who at the beginning of any such period
constitute the Directors of the Company cease for any
reason to constitute at least a majority thereof, unless
the election, or the nomination for election by the
Company's shareholders of each Director first elected
during such period was approved by a vote of at least
two-thirds of the Directors of the Company then still in
office who were Directors of the Company at the beginning
of any such period.
Notwithstanding the foregoing provisions of Subsections
(ii) and (iii) above, a "Change of Control" shall not be deemed to have
occurred for purposes of this Agreement (i) solely because (A) the
Company; (B) a Subsidiary; or (C) a Company-sponsored employee stock
ownership plan or other employee benefit plan of the Company either
files or becomes obligated to file a report under or in response to
Schedule 13D, Schedule 14D-1 or Form 8-K (or any successor schedule,
form or report or item therein) under the Exchange Act, disclosing
beneficial ownership by it of shares of Voting Stock, whether in excess
of 20% or otherwise, or because the Company reports that a change of
control of the Company has or may have occurred or will or may occur in
the future by reason of such beneficial ownership or (ii) solely
because of a change of control of any Subsidiary.
2. This Amendment shall be effective immediately.
3. Except as expressly amended by this Amendment, the Plan
shall continue in full force and effect in accordance with the provisions
thereof.
IN WITNESS WHEREOF, the Company has caused this Amendment to be duly
executed as of the date first above written.
AVIALL, INC.
By: /s/ Eric E. Anderson
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Eric E. Anderson, President and
Chief Executive Officer
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