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Consulting Agreement

This is an actual contract by AAR.

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Sectors: Manufacturing
Governing Law: Illinois, View Illinois State Laws
Effective Date: June 01, 1999
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This Consulting Agreement is entered into this 1 st day of June, 1999, by and between AAR CORP. ("Company"), a Delaware corporation, and Ira A. Eichner, having his principal place of business at 301 Polmer Park, Palm Beach, Florida 33480 ("Consultant").

WHEREAS, Consultant recently retired from active employment as a senior executive officer of the Company, pursuant to the terms of Consultant92s Employment Agreement having founded the Company and served as its Chairman and Chief Executive Officer for over 40 years, and is presently continuing to serve the Company as a non-executive, elected director and Chairman of the Board; and

WHEREAS, Consultant and the Company mutually desire Consultant to provide consulting services to senior management of the Company on operational and strategic planning issues and other projects, in addition to and beyond Consultant92s duties as Chairman of the Board.

NOW, THEREFORE, the parties agree as follows:

1. Company hereby retains Consultant to provide consulting services to Company in connection with operational and strategic issues and other projects relating to AAR92s business activities as may be requested from time to time, at times convenient to Consultant, by Company92s Chief Executive Officer, or his designee, subject to the terms and conditions below.

2. This Agreement will commence as of June 1, 1999 and continue thereafter for four years and shall be governed by the laws of the State of Illinois.

3.a. AAR will pay Consultant a retainer in the amount of Four Hundred Thousand dollars ($400,000). The retainer will be payable in 16 quarterly payments of $25,000 each, irrespective of whether any services are requested and provided.

b. The foregoing retainer will be the only remuneration paid to Consultant for any services provided hereunder and no other compensation or benefits will be paid or payable; provided, however, Company will reimburse Consultant for business expenses reasonably incurred by Consultant in connection with the performance of services hereunder; and provided further Company will indemnify and hold Consultant harmless from all liabilities (including attorneys92 fees, judgements, fines, and amounts paid in settlement) in connection with any threatened, pending or completed action, suit, or proceeding whether civil, criminal, administrative, or investigative as a result of consulting services provided to Company hereunder to the same extent and on the same terms and conditions as Consultant is indemnified by Company pursuant to that certain Indemnification Agreement between the parties dated the 7 th day of January, 1988.

4. Consultant will provide the services contemplated hereunder as an independent contractor and not as an employee of Company.
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