Exhibit 10.30
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("Agreement"), dated as of July 15, 2002 is
entered into by and between Xxxxxx Aerospace Group, Ltd. a Delaware corporation
(the "Company"), and Xxxxxxx Xxxxxxxx, (the "Employee").
INTRODUCTION
The parties hereto desire to provide for the employment of the Employee
with the Company. In order to accomplish such purposes and in consideration of
the terms, covenants and conditions hereinafter set forth, the parties hereby
enter into this Agreement.
ARTICLE 1
EMPLOYMENT; TERM; DUTIES
1.1. EMPLOYMENT. Upon the terms and conditions hereinafter set forth,
the Company hereby employs the Employee, and the Employee hereby accepts
employment, as Executive Vice President, Sales and Marketing to be Located in
Long Beach, California or another location designated by the Chief Executive
Officer.
1.2. TERM. Unless sooner terminated as hereinafter provided, the
Employee's employment hereunder shall be for a term (the "Term") commencing on
his reporting for work on July 15 2002 and terminating on July 15, 2005. Such
employment may continue in accordance with the terms of this Agreement upon
mutual agreement of the parties. On or before October 15, 2004, Employee shall
notify the board of directors of Company of the ending date of the Term,
whereupon Company may elect to give the Employee nine (9) months' notice of its
intent not to extend the Term. Upon expiration of the Term, Employee shall
receive one month of the Severance Payments and Benefits set forth in Section
4.03 for each month during which the Company failed to give notice of its intent
not to extend the Term.
1.3. DUTIES. During the Term, the Employee shall perform such duties
for the Company as are prescribed by the Bylaws of the Company as of the date of
this Agreement and such additional duties, consistent with such Bylaws and his
position hereunder, as may be assigned to him from time to time by the Chief
Executive Officer of the Company. The Employee shall work for the Company
exclusively, and devote his best efforts, attention and energies to the
performance of his duties hereunder.
ARTICLE 2
COMPENSATION
2.1. COMPENSATION. For all services rendered by the Employee hereunder
and all caveats and conditions undertaken by him pursuant to this Agreement the
Company shall pay, and the Employee shall accept, as compensation, an annual
base salary ("Base Salary") of One Hundred Fifty Thousand Dollars ($ 150,000),
payable in equal bi-weekly installments.
2.2 STOCK OPTIONS. As additional consideration for the services to be
rendered by Employee hereunder, Employee shall have the option to purchase up to
300,000 shares of the Class A Common Stock of Employer at the price of the
shares at the close of the market on July l, 2002.
2.3. BONUS. As additional consideration for the service to be rendered
by Employee, the Company will award incentive compensation that will be paid on
a "per airplane sold" basis. Initially, for the fist six months or until the
Company begins volume deliveries, this compensation will be based on the placing
of a firm order for an aircraft. After six months, this compensation will be
paid on delivery of the aircraft. The incentive plan will be designed to pay
Employee $100,000 per year for achieving plan objectives, and will be
supplemented at the same per aircraft rate, if plan objectives are exceeded.
During the first year of this Agreement, the plan will be adjusted to pay you a
pro rata amount based on six months performance, i.e., if Employee achieves the
objectives of the six months sales plan he will be paid $50,000 as incentive
compensation for the period.
ARTICLE 3
BENEFITS
3.1. BENEFITS. During the Term, the Employee shall be provided, at
Company's expense, a PPOS health insurance plan for the Employee and family and
the accident, disability or hospitalization insurance plans, pension plans or
retirement plans as the Board of Directors makes available to the executive
employees of the Company as a group. Employee shall be entitled to 3 weeks of
vacation annually.
3.2. L1FE INSURANCE. During the Term, the Company will purchase and
maintain a term life insurance policy insuring the life of the Employee in the
amount of $300,000, and the Employee shall be entitled to designate the
beneficiary of the policy.
3.3. AUTOMOBILE. During the Term, the Company shall provide Employee
with a company owned automobile of a type customary to his position as approved
by the Chief Executive Officer. The Employee may use such automobile for his
private purposes, but shall maintain the car in good condition and assure that
the provisions and conditions of any policy of insurance relating to the car are
observed. The Company shall reimburse Employee for all reasonable sums expended
by him on fuel and oil while engaged in Company business. Employee shall observe
any regulations the Company may impose in relation to its vehicles. Such vehicle
shall not become the property of the Employee and shall be subject to
replacement by the Company from time to time in accordance with the Company's
policy regarding replacement cars. Employee shall return the vehicle to the
Company within ten (10) days of the termination of this Agreement.
3.4. RELOCATION. The Company agrees to reimburse Employee for all costs
and expenses reasonably incurred by Employee in connection with his relocation
to Southern California up to $10,000. The Company also agrees to pay for the
cost of Employee's entire family to travel round trip (coach fare) not to exceed
$5000. Employee shall be granted one week off at full pay after working for four
weeks during the first two months of employment, (i.e., up to two weeks) or
until Employee's family moves to Southern California, whichever occurs first.
Employee shall also be provided with two business class round trip tickets to
Europe during the first two months of employment, and thereafter be shall
receive one round trip ticket per year for the entire family at coach fare, not
to exceed $5000.00.
3.5. HOUSING. The Company agrees to pay the cost of an extended stay
hotel until Employee's family moves to California, or for two months, whichever
comes first, and then up to $2500 per month for housing during the term of this
Agreement.
ARTICLE 4
TERMINATION; DEATH; DISABILITY
4.1 TERMINATION OF EMPLOYMENT WITH CAUSE. If the employee (a) breaches
any material provision of this Agreement or fails to satisfactorily perform his
obligations hereunder in a fashion that has a material and significantly adverse
effect on the operations of the Company, and such breach and/or failure to
perform is not remedied within thirty (30) days after written notice thereof
from the Company (except that any violation of Article V of this Agreement may
at the Company's discretion result in immediate termination); (b) has been
convicted of or entered a guilty plea to any felony; (c) has committed any act
of fraud, misappropriation of funds, embezzlement or any other act of moral
turpitude as determined by the Board of Directors, in good faith; or (d) has
engaged in willful, reckless, fraudulent dishonest or grossly negligent
misconduct; then, in addition to any other remedies available to it at law, in
equity or as set forth in this Agreement, the Company shall have the tight, upon
written notice to the Employee, to immediately terminate his employment
(a"Termination With Cause") hereunder, without any further liability or
obligation to hint hereunder or otherwise in respect of his employment, other
than its obligation to abide by the terms of the attached Stock Restriction
Agreement and its obligation to pay accrued but unpaid Base Salary and vacation
time as of the date of termination.
4.2. RESIGNATION. If the Employee resigns, this Agreement shall
immediately terminate and the Company shall have no further liability or
obligation to Employee hereunder or otherwise in respect of his employment,
other than its obligation to pay accrued but unpaid Base Salary and vacation
time as of the date of resignation and to abide by the terms of the attached
Stock Restriction Agreement. Employee shall comply with the provisions of
Paragraph V, below, however.
4.3. TERMINATION OF EMPLOYMENT WITHOUT CAUSE. Notwithstanding any
provision to the contract herein, the Company may at any time, in its sole and
absolute discretion and for any or no reason, terminate the employment of the
Employee hereunder (change of control of an aggregate block of shares that can
vote 50% or more of the voting shares of company, through sale, merger,
consolidation, or other transaction, shall constitute termination without cause
at the election of the Employee) PROVIDED, that if such termination is not a
Termination With Cause, the Company shall pay and/or provide the Employee as
follows:
(a) Any accrued but unpaid Base Salary as of the date of the
termination as and when such amount is due and payable hereunder.
(b) Provided Employee has not accepted employment with another
employer (as provided below), Employer shall pay monthly to Employee one-twelfth
(1/12) of the Base Salary in effect as of the date of such termination (the
"Severance Payments") for a period of twelve (12) months (the "Severance
Period"), with the first payment being made on the thirtieth (30th) day
following such date of termination and with each subsequent payment being made
on the same day of each successive month. The obligation of the Company to
provide the Benefits shall continue for twelve months following the date of such
termination or expiration without offer of renewal, PROVIDED, that the Company
may, at its option, pay for and acquire insurance which will provide to Employee
the Benefits for the duration of the Severance Period.
Notwithstanding the foregoing paragraph (b), the Severance Period,
Severance Payments and the provision of Benefits shall terminate when (i) the
Employee has secured new employment with a base salary equal to or greater than
the Base Salary in effect as of the date of termination. If the Employee accepts
new employment with a base salary (the "New Salary") less than the Base Salary
in effect as of the date of termination and the Severance Period set forth above
has not expired, the Company, in lieu of the remaining Severance Payments to be
made, shall pay the Employee the difference between the total amount of the
remaining Severance Payments due and the total amount of New Salary payable
during the remaining applicable Severance Period.
(c) A cash payment immediately upon the date of termination
equal to the Employee's Base Salary on a daily basis (computed on a 260 workday
year) in effect on the date of termination multiplied by the number of accrued
and unused vacation days at the date of termination.
(d) The provisions of article 5 below will not apply unless
Employee is being paid a salary pursuant to this agreement.
(e) The costs of moving and other relocation costs not to
exceed $15,000.00.
(f) The stock options and bonus earned to date of termination
on a pro-rata basis basis,
4.4. DEATH; DISABILITY. Employee's employment hereunder shall
terminate (x) upon his death or (y) if the Employee becomes Disabled (as such
term IS hereinafter defined), at the election of the Company by written notice
to the Employee. In the event of a termination of the Employee's employment for
death or Disability, the Company shall pay the Employee (or his legal
representatives, as the case may be) as follows:
(a) Any accrued but unpaid compensation for base Salary as of
the date of death or termination for Disability, as and when such amounts are
due End payable hereunder;
(b) A cash payment payable on the date of termination equal to
the Employee's Base Salary on a daily basis (computed on a 260 workday year) in
effect on the date of death or termination, multiplied BY the number of accrued
and unused vacation days at the date of such termination; and
(c) In the event the Employee is Disabled, the Company will
continue to pay Base Salary and Benefits for the Employee for a period of six
(6) months, until and unless the Employee obtains other employment with a
comparable base salary within such period, PROVIDED, that the Company may, at
its option, pay for and acquire insurance which will provide to Employee the
Base Salary and Benefits for the duration of the Severance Period.
(d) Stock Options vest pro-rata to the date of death.
For the purpose of this Agreement, the Employee shall be deemed to be
"Disab1ed" or have a "Disability" if he has been unable to perform his duties
hereunder for three (3) consecutive months or ninety (90) days in any twelve
(12) consecutive month period, or if a physician certifies that disability will
continue for 90 days, or if Employee has been unable to work for 150 days during
any 16 month period as determined in good faith by the Board of Directors of the
Company and in accordance with applicable laws.
The Employee acknowledges that the payments referred to in this Section
4.03 constitute the only payments to which the Employee (or his legal
representatives, as the case may be) shall be entitled to receive from the
Company hereunder in the event of a termination of his employment for death or
Disability, and that except for such payments the Company shall have no further
liability or obligation to him (or his legal representatives, as the case may
be) hereunder or otherwise in respect of his employment.
ARTICLE 5
INVENTIONS; NON-DISCLOSURE; NON-COMPETITION
5.1. INVENTIONS. All processes, technologies and inventions relating to
the aircraft business (collectively, "Inventions"), including new contributions,
improvements, ideas, discoveries, trademarks and trade names, conceived,
developed, invented, made or found by the Employee, alone or with others, during
his employment by the Company, whether or not patentable and whether or not
conceived, developed, invented, made or found on the Company's time or with the
use of the Company's facilities or materials, shall be the property of the
Company and shall be promptly and fully disclosed by the Employee to the
Company. The Employee shall perform all necessary acts (including, without
limitation, executing and delivering any confirmatory assignments, documents or
instruments requested by the Company) to vest title to any such Inventions in
the Company and to enable the Company, at its expense, to secure and maintain
domestic and/or foreign patents or any other rights far such Inventions.
5.2. NON-DISCLOSURE. The Employee shall not, at any time during the
Term or thereafter, directly or indirectly disclose or furnish to any other
person, firm or corporation, except in the course of the proper performance of
his duties hereunder (a) any information relating to any process, technique or
procedure used by the Company which is not, specifically, a matter of public
knowledge; or (b) any information relating to the operations or financial status
of the Company (including, without limitation, all financial data and sources of
financing), which information is not specifically a matter of public knowledge;
or (c) any information of a confidential nature obtained as a result of his
present or future relationship with the Company, which information is not
specifically a matter of public knowledge; or (c) the name, address or other
information relating to any customer or supplier of the Company; or (e) any
other trade secrets of the Company. Promptly upon the expiration or termination
of the Employee's employment hereunder for any reason, the Employee (or his
personal representative's as the case may be) shall surrender to the Company all
documents, drawings, work papers, lists, memoranda, records and other data
(including all copies) constituting or pertaining in any way to any of the
foregoing information.
5.3. NON-COMPETITION, The employee shall not compete with the Company
for a period of 12 months after his resignation or termination with cause by
being employed in a management capacity with another company that manufactures
piston powered general aviation aircraft.
5.4. NON-SOLICITATION. The Employee shall not, during the Term, and for
an eighteen (18) month period following the date of a resignation by Employee or
a Termination With Cause or without cause, directly or indirectly solicit or
attempt to solicit the Company's customers, suppliers or any of its employees.
5.5. BREACH OF PROVISIONS. If a party breaches any of the provisions of
this Article V, or in the event that any such breach is threatened, in addition
to and without limiting or waiving any other remedies available at law or in
equity, the other party shall be entitled to immediate injunctive relief in any
court, domestic or foreign, having the capacity to grant such relief, to
restrain any such breach or threatened breach and to enforce the provisions of
this Article V. The parties acknowledge and agree that there is no adequate
remedy at law for any such breach or threatened breach and, in the event that
any action or proceeding is brought seeking injunctive relief, the parties shall
not use as a defense thereto that there is an adequate remedy at law.
5.6. REASONABLE RESTRICTIONS. The parties acknowledge that the
foregoing restrictions, as well as the duration and the territorial scope
thereof as set forth in this Article V, are under all of the circumstances
reasonable and necessary for the protection of the Company and its business.
5.7. DEFINITION. For purposes of this Article V, the term "Company"
shall be deemed to include any subsidiary or affiliate of the Company.
ARTICLE 6
MISCELLANEOUS
6.1. BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective legal representatives,
heirs, distributees, successors and assigns; PROVIDED, that the rights and
obligations of the Employee hereunder shall not be assignable by him.
6.2. NOTICES. Any notice provided for herein shall be in writing and
shall be deemed to have been given or made (a) when personally delivered or (b)
when sent by telecopier and confirmed within forty-eight (48) hours by letter
mailed or delivered to the party to be notified at its or his address set forth
herein; or three (3) days after being sent by registered or certified mail,
return receipt requested, to the address of the other party set forth or to such
other address as may be specified by notice given in accordance with this
Section 6.02:
If to the Company: Xxxxxx Aerospace Group, Ltd.
0000 Xxxxxxxx Xxxxxxxxx
Xxxx Xxxxx, Xxxxxxxxxx 00000
Facsimile: (000) 000-0000
Telephone:(000) 000-0000
If to the Employee: Xxxxxxx Xxxxxxxx
00 Xxxxxxxxx Xxxxxxxx XXX
X-00000
Xxxxxxx
XXXXXX
011-335-62-590370
6.3. SEVERABILITY, If any provision of this Agreement or portion
thereof, shall be held invalid or unenforceable by a court of competent
jurisdiction, such invalidity or unenforceability shall attach only to such
provision or portion thereof, and shall not in any manner affect or render
invalid or unenforceable any other provision of this Agreement or portion
thereof, and this Agreement shall be carried out as if any such invalid or
unenforceable provision or portion thereof were not contained herein. In
addition, any such invalid or unenforceable provision or portion thereof shall
be deemed, without further action on the part of the parties hereto, modified,
amended or limited to the extent necessary to render the same valid and
enforceable.
6.4. WAIVER. No waiver by a party hereto of a breach or default
hereunder by the other party shall be considered valid, unless expressed in a
writing signed by such first party, and no such waiver shall be deemed a waiver
of any subsequent breach or default of the same or any other nature.
65. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement
between the parties with respect to the subject matter hereto and supersedes any
and all prior agreements between the Company and Employee, whether written or
oral, relating to any or all matters covered by and contained or otherwise dealt
with in this Agreement. This Agreement does not constitute a commitment of the
Company with regard to the Employee's employment, express or implied, other than
to the extent expressly provided for herein.
6.6. AMENDMENT. No modification, change or amendment of this Agreement
or any of its provisions shall be valid, unless in writing and signed by the
party against whom such claimed modification, change or amendment is sought to
be enforced.
6.7. AUTHORITY. The parties each represent and warrant that they have
the power, authority and right to enter into this Agreement and to carry out and
perform the terms, covenants and condition hereof.
6.8. TITLES. The titles of the Articles and Sections of this Agreement
are inserted merely for convenience and ease of reference and shall not affect
or modify the meaning of any of the terms, covenants or conditions of this
Agreement.
6.9. APPLICABLE LAW. This Agreement, and all of the tights and
obligations of the parties in connection with the employment relationship
established hereby, shall be governed by and construed in accordance with the
substantive laws of the State of California without giving effect to principles
relating to conflicts of law.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
XXXXXX AEROSPACE GROUP, LTD.
/S/ XXX X. XXXXXX
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Chairman, CEO, and President
EMPLOYEE
/S/ XXXXXXX XXXXXXXX
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Xxxxxxx Xxxxxxxx
