EMPLOYMENT AGREEMENT
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This Agreement (the "Agreement") is dated September 28, 1998 between HAWKER
PACIFIC AEROSPACE ("HPA") having its principal place of business at 00000
Xxxxxxx Xxx, Xxx Xxxxxx, Xxxxxxxxxx 00000 AND XXXXXX X. XXXXX ("Employee") of
00000 Xxxxxxxx Xxx Xxxx, Xxxxx Xxxx, Xxxxxxxx 00000.
1. RECITALS. Employee will serve as Managing Director Hawker Pacific
Aerospace, Ltd. and Head of European Operations of HPA on the
agreements set forth below and for other consideration, HPA and
Employee agree that Employee will be employed by HPA in accordance
with the terms of this Agreement.
2. SERVICES. During the term of his employment, Employee shall be
responsible for effectively performing the duties of his position.
Employee will utilize HPA's resources as appropriate to best
fulfill his responsibilities. Employee agrees to devote his entire
productive time, ability and attention to the business of HPA.
During the term of his employment, Employee also agrees that he
shall not directly or indirectly perform any services of a
business, commercial or professional nature for any person or
organization, whether for compensation or otherwise, without HPA's
prior written consent.
3. PLACE OF PERFORMANCE. HPA shall provide Employee with an
appropriate office at its offices within the UK, and all supplies,
equipment, and office personnel reasonably necessary to perform
Employee's duties and services.
4. COMPENSATION AND BENEFITS. As compensation and benefits for
Employee's services, HPA shall provide the following compensation
and benefits to Employee during the term of employment and upon
termination of his employment as provided by this Agreement:
4.1 BASE SALARY HPA shall pay Employee a base salary of $160,000
(one hundred sixty thousand dollars) per year or at such
higher rate as HPA may from time to time determine, payable in
equal installments at HPA's regular payroll periods.
4.2 BONUS. Employee shall be eligible for a periodic bonus on the
terms and conditions of the Company's Incentive Compensation
Plan. Such Incentive Compensation Plan shall address bonus
based on HPA's performance.
4.3 BENEFITS. Employee shall be entitled to such fringe benefits
and perquisites as are generally made available to similarly
contracted employees of HPA, whether such benefits are
presently in effect or come into effect during the term of
this Agreement, and such other fringe benefits as may be
determined by HPA in its sole discretion, except that
Employee's benefits shall not be reduced from those benefits
specifically provided in this Agreement.
4.4 VACATIONS. Employee shall be entitled to a vacation period of
five (5) weeks per year. Administration of Employee's
vacation and vacation year to year carry over will be in
accordance with the applicable HPA Policies and Procedures.
Upon termination of his employment with HPA for any reason,
Employee shall be paid for all unused, accrued vacation time.
4.5 HOLIDAYS. Employee shall receive paid holidays in accordance
with applicable HPA Policies and Procedures.
4.6 SICK LEAVE. Employee shall be entitled to sick leave without
any loss in compensation.
4.7 INSURANCE. HPA shall provide to Employee paid health, dental,
disability and life insurance benefits in accordance with HPA
established plans. HPA shall reimburse Employee for insurance
premiums, deductibles and any other expenses not paid by the
Company Plan and for one comprehensive physical examination
annually.
4.8 PENSION PLAN(s). Employee will be eligible to participate in
HPA's Pension and 401k Plans in accordance with HPA Policies
and Procedures.
4.9 AUTOMOBILE. During the term of this Agreement, HPA will
provide Employee with an automobile appropriate to his
position with the Company.
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4.10 BUSINESS EXPENSES. HPA shall reimburse Employee for all
business expenses reasonably incurred by Employee in
connection with the performance of his duties under this
Agreement provided that Employee furnishes HPA with adequate
records or other evidence respecting such expenditures. HPA
shall reimburse Employee, or shall pay directly, all
reasonable entertainment, promotion, telephone and other
expenses incurred in connection with the performance of
Employee's duties under this Agreement as well as all
reasonable travel and living expenses while traveling business
related.
5. TERM AND TERMINATION.
5.1 TERM OF AGREEMENT. The term of Employee's employment with HPA
shall commence on October 1, 1998 and shall end on September
30, 2003 the ("Termination Date"), unless terminated earlier
in accordance with the terms of this Agreement or unless
extended in accordance with paragraph 5.2 below.
5.2 TERMINATION. Either party shall give at least three months
prior written notice to the other prior to the Termination
Date to terminate this Agreement or the Agreement shall be
extended for an additional year under the same terms and
conditions of this Agreement. For purposes of this Agreement,
the "Term of this Agreement" shall mean the full term of the
Agreement, including subsequent terms, and not only the
initial term.
5.3 RIGHTS OF EMPLOYEE UPON TERMINATION.
(A) HPA may terminate Employee "Without Cause" at any time
upon giving written notice to Employee. HPA shall then
pay Employee "Severance Pay" equal to Employee's Base
Salary and benefits in accordance with the paragraphs of
Article 4 above for the remaining term of this Agreement
until the Termination Date or for three years whichever
period is shorter. "Severance Pay" shall include a
calendar based pro-rata bonus for the year of
termination. Severance pay shall be paid in equal
installments on HPA's normal payment schedule or in lump
sum(s) at Employer's option. Additionally, the Employee
shall receive "Severance Pay" as described above if at
any time the Employee's duties or terms of employment
materially change and Employee elects to leave the employ
of HPA as a result of such change.
(B) HPA may terminate Employee for "Cause" at any time, with
or without advance notice upon giving written notice to
Employee, if Employee has: (i) committed fraud,
misappropriation or theft; ( ii) engaged in gross
misconduct in the performance of his duties; (iii)
engaged in unlawful conduct which has a material adverse
effect on HPA; or (iv) been convicted of a felony.
If Employee is terminated for "Cause" he shall have no
rights whatsoever pursuant to this Agreement except as
may be provided for in the Company's Incentive Stock
Option Plan(s). This Employment Agreement shall
terminate immediately upon such written notice to
Employee.
5.4 DEATH OR DISABILITY.
(A) Upon Employee's death, Employee's Base Salary and all
benefits payable to Employee shall be paid to his heirs
under the terms of this Agreement through the Termination
Date. Such amount to be reduced by proceeds of life
insurance paid by HPA.
(B) Upon Employee's "permanent disability", Employee's Base
Salary and fringe benefits payable shall be paid through
the Termination Date reduced by any disability insurance
proceeds received by him from any policy paid for by HPA
and any State disability insurance. "Permanent
disability" means Employee's inability to substantially
perform his duties for any physical, mental, emotional or
other reason for 90 consecutive days or more.
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6. MISCELLANEOUS PROVISIONS.
6.1 NOTICES. All notices, demands and other communications,
provided for in this Agreement ("Notice") shall be in writing
and shall be given to such party at its address as set forth
below or such address as such party may specify of the purpose
by Notice to the other party listed below. Each Notice shall
be deemed delivered to the party to whom it is addressed on
the next business day following its actual delivery at the
address specified in this paragraph.
TO: Hawker Pacific Aerospace
00000 Xxxxxxx Xxx
Xxx Xxxxxx, XX 00000
Attn: CFO
TO: Xxxxxx X. Xxxxx
00000 Xxxxxxxx Xxx Xxxx
Xxxxx Xxxx, XX 00000
6.2 NO ASSIGNMENT. This Agreement may not be assigned by any
party without the prior written consent of the other party.
6.3 INTERPRETATION. The resolution of ambiguities against the
drafting party shall not apply in the enforcement and
interpretation of this Agreement, and this Agreement shall be
given a fair and reasonable construction in accordance with
the intent of the parties.
6.4 GOVERNING LAW. This Agreement shall be governed by,
interpreted under, construed and enforced in accordance with
the laws of the State of California.
6.5 PARTIAL INVALIDITY. If any term or provision of this
Agreement or the application thereof shall, to any extent, be
invalid or unenforceable, then the remainder of this
Agreement, or the application of such term or provision other
than those as to which it is held invalid or unenforceable,
shall not be affected and shall be valid and enforceable to
the fullest extent permitted by law.
6.6 COUNTERPARTS AND PHOTOCOPIES. This Agreement may be executed
in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and
the same instrument. Photocopies of this Agreement shall also
be given the same effect as the original.
6.7 ENTIRE AGREEMENT. This Agreement and the offer letter to
which it is attached is the final expression of, and contains
the entire agreement between, the parties with respect to the
subject matter of this Agreement and supersedes all prior
negotiations, understandings and agreements. No statements,
promises or representations have been made by any party to any
other, or relied upon, and no consideration has been offered,
promised, expected or held out other than expressly provided
in this Agreement. This Agreement may not be modified,
changed, amended, supplemented or terminated, except by a
written instrument signed by the party to be charged or by its
duly authorized agent.
6.8 WAIVERS. The waiver by either party of the breach of any
term, provision, covenant or condition contained in this
Agreement, or the failure or either party to insist on strict
performance by the other, shall not be deemed to be a waiver
of such term, provision, covenant or condition contained in
this Agreement. The acceptance of performance by either party
shall not be deemed to be a waiver of any breach or default by
the other party, regardless of the non-defaulting party's
knowledge of such breach or default at the time of acceptance
of performance.
6.9 ATTORNEY'S FEES. If any action is commenced to enforce any of
the provisions of this Agreement or to enforce a judgment,
each party shall be responsible for its own costs incurred,
including reasonable
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attorneys' fees and costs, arbitration fees and costs, court
costs and reimbursements for any other expenses.
6.10 CAPTIONS. The paragraph and section headings in this
Agreement are solely for convenience of reference and are not
a part of an are not intended to govern, limit or aid in the
construction of any term provision of this Agreement.
6.11 FURTHER ASSURANCES. The parties agree, without any additional
consideration or any unreasonable delay, to execute all such
other instruments and documents and to take all actions as may
be reasonably necessary or desirable to further implement the
provisions of this Agreement.
7. ARBITRATION. All claims, disputes or other matters in question
arising out of, or relating to, this Agreement or the breach of
this Agreement shall be decided in accordance with the then current
California Employment Resolution Dispute Rules of the American
Arbitration Association. Arbitration shall be held in Los Angeles,
California. The award of the arbitrator shall be final and binding
upon the parties, and judgment may be entered upon it in accordance
with applicable law in any court having jurisdiction. This
agreement to arbitrate shall be self-executing without the
necessity of filing any action in any court and shall be
specifically enforceable under the prevailing arbitration law.
8. CHANGE IN CONTROL. In addition to any compensation, benefits or
rights Employee may have under Sections 4 and 5 above, in the event
of a "change in control," Employee will be paid twenty four (24)
months salary based on the total compensation package then in
effect, in accordance with a payment schedule to be determined at
the time of such "change in control". As used in this Agreement, a
"change in control" shall mean (i) the sale, transfer, conveyance
or disposition, whether direct or indirect, of all or
substantially all of the assets of HPA, (ii) a consolidation or
merger of HPA with or into any entity in which HPA is not the
surviving entity, (iii) a consolidation or merger of HPA with or
into any other entity in which HPA is the surviving entity, if
immediately after such transaction the shareholders of HPA own less
than 35% of the voting power of the capital stock of the surviving
entity that is normally entitled to vote in the election of
directors, or (iv) any "person" or "group" (as such terms are used
in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") whether or not applicable), other
than the shareholders of Unique Investment Corporation ("Unique")
or affiliates of Unique, becomes the beneficial owner or is deemed
to beneficially own (as described in Rule 13d-3 under the Exchange
Act) in excess of 30% of the HPA's voting power of the capital
stock normally entitled to vote in the election of directors of
HPA. The provisions of this Section 8 shall also apply if Employee
is terminated for any reason within 180 days of any "change in
control" of HPA, as defined above.
The parties execute this Agreement on the date set forth
above.
HAWKER PACIFIC AEROSPACE
By: /s/ XXXXX X. XXXXXX
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Its: President and Chief Executive Officer
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Date:10/1/98
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/s/ Xxxxxx X. Xxxxx
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Date:10/1/98
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