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EXHIBIT 10.2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is entered into as of
November 5, 1997 by and between International Aircraft Investors,
a California corporation ("Employer") and Xxxxxxx X. Xxxxxx
("Employee").
WITNESSETH:
WHEREAS, Employee has been employed by Employer in various
capacities, most recently as President, and Employer desires to obtain the
benefit of continued service by Employee, and Employee desires to render
services to Employer;
WHEREAS, the Board of Directors of Employer (the "Board") has
determined that because of Employee's substantial experience and business
relationships in connection with the business of aircraft leasing and Employee's
familiarity with the clientele served by Employer, it is in Employer's best
interest and that of its stockholders to secure the services of Employee, to
secure certain additional commitments from Employee and to provide Employee
certain additional benefits; and
WHEREAS, Employer and Employee desire to set forth in this
Agreement the terms and conditions of Employee's employment with Employer.
NOW, THEREFORE, in consideration of the mutual promises and
covenants herein contained, the parties agree as follows:
1. Term. Employer agrees to employ Employee and Employee agrees
to serve Employer, in accordance with the terms of this Agreement, for a term of
three years, commencing as of November 5, 1997 and ending December 31, 2000,
unless this Agreement is earlier terminated in accordance with the provisions
which follow; provided, however, that unless Employer or Employee gives written
notice to the other party to the contrary at least 30 days prior to any
anniversary of the date hereof, the term of this Agreement shall automatically
be extended for an additional term of one (1) year on such anniversary date. The
term of this Agreement shall include any automatic extensions pursuant to the
preceding sentence.
2. Services and Exclusivity of Services. So long as this
Agreement shall continue in effect, Employee shall devote his full business
time, energy and ability exclusively to the business, affairs and interests of
Employer and its subsidiaries and matters related thereto, shall use Employee's
best efforts and abilities to promote Employer's interests, and shall perform
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the services contemplated by this Agreement in accordance with policies
established by and under the direction of the Board.
Employee agrees to serve without additional remuneration in such
official capacities for one or more direct or indirect subsidiaries of Employer
as the Board may from time to time request, subject to appropriate authorization
by the subsidiary or subsidiaries involved and any limitations under applicable
law. Employee agrees to faithfully and diligently promote the business, affairs
and interests of Employer and its subsidiaries.
Without the prior express written authorization of the Board,
Employee shall not, directly or indirectly, during the term of this Agreement:
(a) render services to any other person or firm for compensation or (b) engage
in any activity competitive with or adverse to Employer's business, whether
alone, as a partner, or as an officer, director, employee or significant
investor of or in any other entity; provided, however, that Employee may
continue to own an investment in Great Lakes Holdings, which is the parent of
Northern Lakes Financial Corp. and Northern Lakes Equity, which are special
purposes companies that each own one B 727-200 aircraft on lease to Sun Country
Airlines, Inc. (An investment of greater than 10% of the outstanding capital or
equity securities of an entity shall be deemed significant for these purposes.)
Employee may make and manage personal business investments of his
choice and serve in any capacity with any civic, educational or charitable
organization without seeking or obtaining approval by the Board, provided that
such activities and services do not substantially interfere or conflict with the
performance of duties hereunder or create any conflict of interest with such
duties. An investment that exceeds 10% of the equity securities or
capitalization of a competitor, supplier or customer of Employer shall be deemed
to constitute such a conflict. Employee shall not serve in any of such
capacities for any business enterprise unless such service is expressly
authorized by the Board in advance.
3. Specific Position; Duties and Responsibilities. Employer and
Employee agree that, subject to the provisions of this Agreement, Employer will
employ Employee and Employee will serve Employer as a senior officer for the
duration of this Agreement. The specific position in which Employee shall
initially serve shall be President. Employee agrees to observe and comply with
the rules and regulations of Employer as adopted by the Board respecting the
performance of Employee's duties and agrees to carry out and perform orders,
directions and policies of Employer and its Board as they may be, from time to
time, stated either orally or in writing. Employee shall have such corporate
power and authority as shall reasonably be required to enable the discharge of
duties in any office that may be held.
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4. Compensation.
(a) Base Compensation.
During the term of this Agreement, Employer agrees to pay
Employee a base salary at the rate set forth below, payable in equal twice
monthly installments. From the effective date of this Agreement through
September 30, 1998, Employee's base salary shall be $140,000 per year.
Thereafter, Employee's base salary shall be determined by the Board of Directors
for each subsequent 12-month period and the Board of Directors shall notify
Employee of his base salary in advance of the applicable period. Employee's base
salary in each successive 12-month period shall not be less than the preceding
12-month period. The Board of Directors will retain a qualified compensation
consultant to determine a competitive base salary range for the position. The
Board of Directors will then set the Employee's base salary at an appropriate
level based on the advice of the compensation consultant and the result of the
Employee's annual performance review.
(b) Bonus.
Employee shall be eligible to participate in Employer's current
long-term and annual bonus programs and any other incentive programs hereafter
established for senior officers of Employer. The bonus amounts (the "Bonus")
shall be determined each calendar year at the time of the annual salary review
and shall be based on Employee's performance against a mutually agreed upon
written performance criteria. The Bonus program for the first year shall be as
follows and for subsequent years shall in no event be less than the preceding
12-month period.
% of Employee's % of Employer's
Base Compensation Target Pretax Income
----------------- --------------------
50% 100%
75% 120%
100% 140%
125% 159%
The Bonus shall be calculated on a pro rata basis between the bonus percentages
set forth above. If the Employer's consolidated pretax income is greater than
160% of Target Pretax Income, Employee shall be entitled to such other or
additional Bonus as the Employer's Board of Directors may deem appropriate. The
Employer's consolidated pretax income shall be calculated in accordance with
generally accepted accounting principles, except that consolidated pretax income
shall be calculated prior to any deductions for any bonuses payable to any
employees. "Target Pretax Income" means the targeted consolidated pretax income
for a fiscal year established by the Board of Directors. The Bonus
for any fiscal year shall be payable on or before the date 60
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days after the end of such fiscal year and shall be payable one-half in cash and
one-half in Common Stock of Employer, valued at the closing price of the Common
Stock of Employer on NASDAQ on the date three business days after the Employer
publicly discloses its financial results for the fiscal year.
(c) Additional Benefits.
Employee shall also be entitled to all rights and benefits for
which Employee is otherwise eligible under any bonus plan, incentive,
participation or extra compensation plan, pension plan, profit-sharing plan,
life, medical, dental, disability, or insurance plan or policy or other plan or
benefit that Employer or its subsidiaries may provide for Employee or (provided
Employee is eligible to participate therein) for senior officers or for
employees of Employer generally, as from time to time in effect, during the term
of this Agreement (collectively, "Additional Benefits"). The Additional Benefits
shall be provided at the level commensurate with the office held at the time.
(d) Perquisites.
Employee shall be entitled to paid vacation in accordance with
Employer's policies which are applicable to other executive employees of
Employer. Commencing with this Agreement, the annual paid vacation shall be four
(4) weeks.
During the term of this agreement, Employer shall provide
Employee a vehicle or vehicle allowance in accordance with Employer's automobile
policy as from time to time in effect.
(e) Limited Benefit Succession.
If Employee's full-time services are terminated hereunder, other
than pursuant to Section 5(c), and Employee is no longer eligible for Additional
Benefits because of such termination, Employee (or in event of death, such
person or persons as Employee shall have directed in writing or, in the absence
of a designation, the estate of Employee (the "Beneficiary")) shall be entitled
to and Employer shall provide benefits substantially equivalent to those
benefits in the nature of health and welfare type benefits to which Employee was
entitled immediately prior to such termination, but shall not be entitled to
option, equity, appreciation, profit sharing, deferred compensation, savings,
bonus, participation, pension, extra compensation and other incentive plan
benefits except to the extent otherwise expressly provided in any then
outstanding awards to such Employee, but in each case (1) only for the period
(if any) during which Employee (or (if expressly entitled thereto) Beneficiary,
as the case may be) remains entitled to receive Base Salary, (2) only to the
extent that Employee or such Beneficiary is not entitled to comparable benefits
from another
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employer or provider, and (3) subject to any other express limitations elsewhere
in this Agreement or any applicable plan.
(f) Overall Qualification.
Employer reserves the right to modify, suspend or discontinue any
and all of the above referenced benefit plans, practices, policies and programs
at any time (whether before or after termination of employment) without notice
to or recourse by Employee so long as (i) such action is taken generally with
respect to other similarly situated persons and does not single out Employee,
and (ii) Employer makes provision that all benefits accrued to Employee to the
date such plan is terminated will be paid to Employee.
5. Termination. The employment of Employee by Employer, shall be
terminated prior to expiration of the term of this Agreement only as provided in
this Section 5 or Section 6:
(a) Disability.
In the event that Employee shall fail, because of illness,
incapacity or injury which is determined to be total and permanent by a
physician selected by Employer or its insurers and acceptable to
Employee or Employee's legal representative (such agreement as to
acceptability not to be withheld unreasonably) to render for three
consecutive months or for shorter periods aggregating 75 or more
business days in any twelve (12)-month period, the services contemplated
by this Agreement, Employee's employment hereunder may be terminated by
written notice of termination from Employer to Employee. Thereafter,
Employer shall continue for the then remaining term of this Agreement to
pay Base Salary to Employee at a rate and time and in an amount and
manner equal to (i) the Base Salary payable immediately prior to the
termination, minus (ii) the amount of any cash payments to Employee
under the terms of any Employer's disability insurance. Thereafter, no
further salary shall be paid.
(b) Death.
In the event of Employee's death during the term, Employee's Base
Salary and any other right or benefit which does not by its terms end at
the death of Employee shall be paid to the Beneficiary for the then
remaining term of this Agreement. This Agreement in all other respects
will terminate upon the death of Employee, except as otherwise expressly
provided in Section 4(f).
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(c) For Cause.
Employee's employment hereunder shall be terminated and all of
his rights to receive Base Salary, Bonus and (subject to the terms of
any plans relating thereto) Additional Benefits hereunder in respect of
any period after such termination, shall terminate upon a determination
by the Board, acting in good faith based upon actual knowledge at such
time, that Employee is engaging or has engaged in willful misconduct, or
has willfully violated any law, rule or regulation or has been convicted
of a felony. Notwithstanding the foregoing, Employee shall not be
terminated for cause pursuant to this Section 5(c) unless and until
Employee has received notice of a proposed termination for cause and
Employee has had an opportunity to be heard before at least a majority
of the members of the Board.
(d) Without Cause.
Notwithstanding any other provision of this Section 5, the Board
shall have the right to terminate Employee's employment with Employer at
any time, but any such termination other than as expressly provided in
Section 5(c) herein shall be without prejudice to Employee's rights to
receive Base Salary and the Additional Benefits provided under this
Agreement for the remainder of the term. If Employee is so terminated
without cause, Employee may elect to receive a lump sum payment
representing the present value of aggregate unpaid Base Salary
discounted to present value at a rate of 7% per annum in lieu of all
rights of Employee, including any rights to Additional Benefits
hereunder, all of which shall terminate upon the payment of such lump
sum amount.
(e) Exclusive Remedy. Employee agrees that the payments expressly
provided and contemplated by this Agreement shall constitute the sole
and exclusive obligation of Employer in respect of Employee's employment
with and relationship to the Company and that the payment thereof shall
be the sole and exclusive remedy for any termination of Employee's
employment. Employee covenants not to assert or pursue any other
remedies, at law or in equity, with respect to any termination of
employment.
6. Change in Control. If a "Change in Control" of Employer (or
any successor), as defined below, occurs during the term of this Agreement and
if, within one year after the Change in Control Employee's employment hereunder
is terminated for any reason other than pursuant to Section 5(c) hereof or
Employee terminates his employment hereunder for "good reason", as defined
below, then the Base Salary and all of the other benefits to
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which Employee is entitled under Section 4 hereof shall continue to the
expiration of the term of this Agreement.
For purposes of the foregoing provisions, "Change in Control"
shall mean the occurrence of any of the following: (i) approval by the
shareholders of Employer of the dissolution or liquidation of Employer; (ii)
approval by the shareholders of Employer of an agreement to merge or
consolidate, otherwise reorganize, with or into one or more entities, as a
result of which less than 50% of the outstanding voting securities of the
surviving or resulting entity immediately after the reorganization are, or will
be, owned, directly or indirectly, by shareholders of the Employer immediately
before such reorganization (assuming for purposes of such determination that
there is no change in the record ownership of Employer's securities from the
record date for such approval until such reorganization and that such record
owners hold no securities of the other parties to such reorganization, but
including in such determination any securities of the other parties to such
reorganization held by affiliates of Employer); (iii) approval by the
shareholders of Employer of the sale, lease, conveyance or other disposition of
all or substantially all of Employer's business and/or assets to a person or
entity which is not a wholly-owned subsidiary of Employer; (iv) any "person" (as
such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934 (the "Exchange Act"), but excluding any person described in and satisfying
the conditions of Rule 13d- 1(b)(1) thereunder), other than a person who is the
beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of more than
20% of the outstanding shares of Common Stock of Employer at the date of this
Agreement (or an affiliate, successor, heir, descendent or related party of or
to any such person), becomes the beneficial owner (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of Employer
representing more than 25% of the combined voting power of Employer's then
outstanding securities entitled to then vote generally in the election of
directors of Employer; or (v) a majority of the Board of Directors of Employer
not being comprised of Continuing Directors. For purposes of this clause,
"Continuing Directors" are persons who were (A) members of the Board of
Directors of Employer on the date of this Agreement or (B) nominated for
election or elected to the Board of Directors of Employer with the affirmative
vote of at least a majority of the directors who were Continuing Directors at
the time of such nomination or election.
For purposes of the foregoing provisions, "good reason" shall
mean: (i) the assignment to Employee of any duties inconsistent in any respect
with Employee's position (including status, offices and reporting requirements),
authority, duties or responsibilities as of the date immediately preceding the
Change in Control of Employer or any other action by Employer which
results in a diminishment in such position, authority, duties or
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responsibilities, excluding for this purpose an isolated and insubstantial
action not taken in bad faith and not intended to be inconsistent with this
Agreement and which is remedied by Employer promptly after receipt of notice
thereof given by Employee; (ii) any reduction in salary or percentages of
compensation available as target incentives, or any material change in fringe
benefits or perquisites not agreed to by Employee; (iii) the cessation of
Employee's eligibility to participate in any stock-based compensation plans
maintained by Employer for executives prior to the Change in Control of
Employer; (iv) Employer requiring Employee to be based in any office or location
other than one within 30 miles of the office at which Employee is based at the
time of the Change in Control of Employer, except for travel reasonably required
in the performance of Employee's responsibilities; and (v) failure of any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of Employer
to expressly assume this Agreement.
7. Business Expenses. During the term of this Agreement, to the
extent that such expenditures satisfy the criteria under the Internal Revenue
Code for deductibility by Employer (whether or not fully deductible by Employer)
for federal income tax purposes as ordinary and necessary business expenses,
Employer shall reimburse Employee promptly for reasonable business expenditures,
including travel, entertainment, parking, business meetings and professional
dues made and substantiated in accordance with policies, practices and
procedures established from time to time by the Board and incurred in pursuit
and furtherance of Employer's business and good will.
8. Indemnity. To the fullest extent permitted by applicable law
and the bylaws of Employer, as from time to time in effect, Employer shall
indemnify Employee and hold Employee harmless for any acts or decisions made in
good faith while performing services for Employer. To the same extent, Employer
will pay and, subject to any legal limitations, advance all expenses, including
reasonable attorneys' fees and costs of court approved settlements, actually and
necessarily incurred by Employee in connection with the defense of any action,
suit or proceeding and in connection with any appeal thereon, which has been
brought against Employee by reason of Employee's service as an officer or agent
of Employer or of a subsidiary of Employer.
9. Miscellaneous.
(a) Succession; Survival.
This Agreement shall inure to the benefit of and shall
be binding upon Employer, its successors and assigns, but
without the prior written consent of Employee this Agreement
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may not be assigned other than in connection with a merger or sale of
substantially all the assets of Employer or a similar transaction in
which the successor or assignee assumes (whether by operation of law or
express assumption) all obligations of Employer hereunder including
without limitation those in Section 6 hereof in respect of such
successor or assignee. The obligations and duties of Employee hereunder
are personal and otherwise not assignable. Employee's obligations and
representations under this Agreement will survive the termination of
Employee's employment, regardless of the manner of such termination.
(b) Notices.
Any notice or other communication provided for in this Agreement
shall be in writing and sent if to Employer to its office at:
International Aircraft Investors
0000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
Attention: Chairman of the Board
or at such other address as Employer may from time to time in writing
designate, and if to Employee at such address as Employee may from time
to time in writing designate (or Employee's business address of record
in the absence of such designation). Each such notice or other
communication shall be effective (i) if given by telecommunication, when
transmitted to the applicable number so specified in (or pursuant to)
this Section 9(b) and an appropriate answerback is received, (ii) if
given by mail, three days after such communication is deposited in the
mails with first class postage prepaid, addressed as aforesaid or (iii)
if given by any other means, when actually delivered at such address.
(c) Entire Agreement; Amendments.
This Agreement contains the entire agreement of the parties
relating to the subject matter hereof and it supersedes any prior
agreements, undertakings, commitments and practices relating to
Employee's employment by Employer. No amendment or modification of the
terms of this Agreement shall be valid unless made in writing and signed
by Employee and, on behalf of Employer, by an officer expressly so
authorized by the Board.
(d) Waiver.
No failure on the part of any party to exercise or
delay in exercising any right hereunder shall be deemed a
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waiver thereof or of any other right, nor shall any single or partial
exercise preclude any further or other exercise of such right or any
other right.
(e) Choice of Law.
This Agreement, the legal relations between the parties and any
action, whether contractual or non-contractual, instituted by any party
with respect to matters arising under or growing out of or in connection
with or in respect of this Agreement, the relationship of the parties or
the subject matter hereof shall be governed by and construed in
accordance with the laws of the State of California applicable to
contracts made and performed in such State and without regard to
conflicts of law doctrines, to the extent permitted by law.
(f) Agreement to Mediate Dispute.
If any dispute, controversy or claim (collectively, a "Dispute")
under, arising out of, in connection with, or relating to this Agreement
or the respective obligations of the parties hereto including, without
limitation, any Dispute involving an alleged breach of this Agreement
shall arise, representatives of the parties hereto shall meet and
attempt to resolve the Dispute. If they cannot resolve the Dispute
within 15 days, the parties shall, in good faith, attempt to select a
third party to mediate the Dispute. The cost and expenses of the person
selected to mediate the Dispute shall be paid by Employer.
(g) Attorneys' Fees in Action on Contract.
If any litigation shall occur between Employee and Employer which
litigation arises out of or as a result of this Agreement or the acts of
the parties hereto pursuant to this Agreement, or which seeks an
interpretation of this Agreement. The prevailing party shall be entitled
to recover all costs and expenses of such litigation, including
reasonable attorneys' fees and costs.
(h) Waiver of Jury Trial. EMPLOYER AND EMPLOYEE HEREBY AGREE TO
WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE EMPLOYMENT
RELATIONSHIP BETWEEN THEM OR ANY DEALINGS BETWEEN THEM RELATING TO THE
SUBJECT MATTER OF THIS AGREEMENT OR SUCH RELATIONSHIP. The scope of this
waiver is intended to be all-encompassing of any and all disputes that
may be filed in any court or that relate to the subject matter of this
Agreement, including without limitation, contract claims, tort claims,
breach of duty claims, and all other common law and statutory claims, to
the maximum extent permitted by law. Employer and Employee
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each acknowledge that this waiver is a material inducement to enter into
this Agreement, that each has already relied on the waiver in entering
into this Agreement, and that each will continue to rely on the waiver
in their related future dealings. EMPLOYER AND EMPLOYEE FURTHER WARRANT
AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL,
AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS
FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE,
MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING. THIS
WAIVER SHALL APPLY TO ANY SUBSEQUENT MODIFICATIONS TO OR EXTENSIONS OF
THIS AGREEMENT. In the event of litigation, this Agreement may be filed
as a written consent to a trial by the court.
(i) Confidentiality; Proprietary Information.
Employee agrees to not make use of, divulge or other wise
disclose, directly or indirectly any trade secret or other confidential
or proprietary information concerning the business (including but not
limited to its products, employees, services, practices or policies) of
Employer or any of its affiliates of which Employee may learn or be
aware as a result of Employee's employment during the Term or prior
thereto as stockholder, employee, officer or director of or consultant
to Employer, except to the extent such use or disclosure is (i)
necessary to the performance of this Agreement and in furtherance of
Employer's best interests, (ii) required by applicable law, (iii)
lawfully obtainable from other sources, or (iv) authorized in writing by
Employer. The provisions of this subsection (h) shall survive the
expiration, suspension or termination, for any reason, of this
Agreement.
(j) Trade Secrets.
Employee, prior to and during the term of employment, has had and
will have access to and become acquainted with various trade secrets,
consisting of customer lists, contracts, and compilations of
information, records and specifications, which are owned by Employer and
regularly used in the operation of their respective businesses and which
may give Employer an opportunity to obtain an advantage over
competitors, who do not know or use such trade secrets. Employee agrees
and acknowledges that Employee has been granted access to these valuable
trade secrets only by virtue of the confidential relationship created by
Employee's employment and Employee's prior relationship to, interest in
and fiduciary relationships to Employer. Employee shall not disclose any
of the aforesaid trade secrets, directly or indirectly, or use them in
any way, either during the term of this Agreement or at any time
thereafter, except as required in the course of employment by Employer
and for its benefit.
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All records, files, documents, specifications, equipment, and
similar items relating to the business of Employer or its affiliates,
including without limitation all records relating to customers (the
"Documents"), whether prepared by Employee or otherwise coming into
Employee's possession, shall remain the exclusive property of Employer
or such affiliates and shall not be removed from the premises of
Employer or its affiliates under any circumstances whatsoever without
the prior consent of a Senior Officer. Upon termination of employment,
Employee agrees to promptly deliver to Employer all Documents in the
possession or under the control of Employee.
(k) Severability.
If this Agreement shall for any reason be or become unenforceable
in any material respect by any party, this Agreement shall thereupon
terminate and become unenforceable by the other party as well. In all
other respects, if any provision of this Agreement is held invalid or
unenforce able, the remainder of this Agreement shall nevertheless
remain in full force and effect, and if any provision is held invalid or
unenforceable with respect to particular circumstances, it shall
nevertheless remain in full force and effect in all other circumstances,
to the fullest extent permitted by law.
(l) Withholding; Deductions.
All compensation payable hereunder, including salary, Bonus and
other benefits, shall be subject to applicable taxes, withholding and
other required, normal or elected employee deductions.
(m) Section Headings.
Section and other headings contained in this Agreement are for
convenience of reference only and shall not affect in any way the
meaning or interpretation of this Agreement.
(n) Counterparts.
This Agreement and any amendment hereto may be executed in one or
more counterparts. All of such counterparts shall constitute one and the
same agreement and shall become effective when a copy signed by each
party has been delivered to the other party.
(o) Representation By Counsel; Interpretation.
Employer and Employee each acknowledge that each party to this
Agreement has been represented by counsel in connection with this
Agreement and the matters contemplated
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by this Agreement. Accordingly, any rule of law, including but not
limited to Section 1654 of the California Civil Code, or any legal
decision that would require interpretation of any claimed ambiguities in
this Agreement against the party that drafted it has no application and
is expressly waived. The provisions of this Agreement shall be
interpreted in a reasonable manner to effect the intent of the parties.
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IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first above written.
"EMPLOYER"
INTERNATIONAL AIRCRAFT INVESTORS
By /s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
Its Compensation Committee Chairman
"EMPLOYEE"
/s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
0000 Xxxxxxxx Xxxx., Xxxxx 000
Xxxxxxxx, XX 00000
-------------------------------
[address]
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