Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In October 2006, the Board of Directors of HEICO Corporation (the "Company") established the HEICO Corporation Leadership Compensation Plan (the "Plan"), a nonqualified deferred compensation plan. The Plan provides eligible employees, officers and directors of the Company the opportunity to voluntarily defer base salary, bonus payments, commissions, long-term incentive awards and directors fees, as applicable, on a pre-tax basis.

On September 14, 2009, the Board of Directors of the Company approved amendments to the Plan to comply with the final Section 409A regulations issued by the Internal Revenue Service, effective January 1, 2009. A copy of the Plan, as re-amended and restated, is attached as Exhibit 10.1 to this Current Report on Form 8-K and the terms of which are hereby incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

10.1 HEICO Corporation Leadership Compensation Plan effective October 1, 2006, as Re-amended and Restated, effective January 1, 2009.

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