Amend. To Employment Agreement (brian A. Byrne)

EXHIBIT 10.3


AMENDMENT TO
EXECUTIVE EMPLOYMENT AGREEMENT


This AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this "Amendment") is made as of February 16, 2006, by and among Aavid Thermal Technologies, Inc., a Delaware corporation (the "Company"), Aavid Thermalloy, LLC, a Delaware limited liability company ("Subsidiary"), and Brian A. Byrne ("Executive") and amends certain provisions of the Executive Employment Agreement among the Company, Subsidiary and Executive dated as of July 1, 2000 (the "Agreement"). Capitalized terms not defined in this Amendment shall have the meanings set forth in the Agreement.


The parties desire to make certain amendments to the terms and conditions of the Agreement. NOW, THEREFORE, the parties hereto agree as follows:


1. Employment Period.


(a) The first sentence of Section 4(a) of the Agreement is amended and
restated to read as follows:


"The Employment Period commenced on July 1, 2000 and shall terminate on
July 1, 2008; provided that (i) the Employment Period shall terminate
prior to such date upon Executive's death or Incapacity; (ii) the
Employment Period may be terminated by the Company at any time prior to
such date with Cause or without Cause; and (iii) the Employment Period may
be terminated by Executive at any time for any reason (a "Voluntary
Termination")."


(b) The first sentence of Section 4(d) of the Agreement is amended and
restated to read as follows:


"In the event that Executive's employment is terminated by the Company
without Cause or by Executive for Good Reason, following such Termination
and upon execution by Executive of a general release on employment matters
in favor of the Company, Subsidiary and their Affiliates, in form
satisfactory to the Company, releasing any and all claims, including
claims for payments (other than those payments due under this Section 4
and Section 3(c)), due to Executive arising under or pursuant to this
Agreement against the Company, Subsidiary and their Affiliates as of the
Termination Date, the Company shall pay Executive his annual Base Salary
(as in effect on the Termination Date) and provide benefits equivalent to
those provided at the Termination Date for a period of nine months or, if
longer, until the earlier of (i) the two-year anniversary of the
Termination Date and (ii) July 1, 2008."


(c) The references in Section 7(a) and 7(b) of the Agreement to "one (1) year thereafter" shall be amended to read "two (2) years thereafter." Executive expressly acknowledges and agrees that he has agreed to this extension of the Noncompete Period and the nonsolicitation period in consideration of the additional severance benefits provided by this Amendment.


2. Extension of the Employment Period.


If (i) the Employment Period expires upon expiration of its term on July 1, 2008 (and not as a result of Executive's death, Incapacity, termination by the Company with Cause or without Cause, or a Voluntary Termination) and (ii) the Company has not offered to extend the Employment Period for a period of at least nine months on substantially the same terms as contained in the Agreement and this Amendment, then Executive shall be entitled to a severance payment, at the time and on the terms and conditions set forth in Section 4(d) of the Agreement (including without limitation the execution by Executive of a general release), in an amount equal to E ...