Exhibit 10.7
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("Agreement"), dated as of the 15th day of
January, 2002, by and between AVIATION SALES COMPANY, a Delaware corporation
(the "Company"), and C. XXXXXX XXXXXXXX (the "Employee").
In consideration of the mutual representations, warranties, covenants
and agreements contained in this Agreement and other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
1. EMPLOYMENT.
(a) RETENTION. The Company agrees to employ Employee as its
Executive Vice President and Chief Financial Officer and Employee agrees to
accept such employment, subject to the terms and conditions of this Agreement.
(b) EMPLOYMENT PERIOD. This Agreement shall commence on January 15,
2002 (the "Effective Date") and, unless terminated in accordance with the terms
of this Agreement, shall continue in effect until January 15, 2005 (the
"Employment Period").
(c) DUTIES AND RESPONSIBILITIES. During the Employment Period, the
Employee shall serve as Executive Vice President and Chief Financial Officer of
the Company and its subsidiaries. In such role, Employee shall have such
authority and responsibility and perform such duties as may be assigned to him
from time to time by the Chief Executive Officer and Chief Operating Officer of
the Company, and in the absence of such assignment, such duties as are customary
to Employee's office and as are necessary or appropriate to the business and
operations of the Company and its subsidiaries. During the Employment Period,
the Employee's employment shall be full time. Employee shall perform his duties
honestly, diligently, in good faith and in the best interests of the Company and
its subsidiaries, and Employee shall use his best efforts to promote the
interests of the Company and its subsidiaries.
(d) OTHER ACTIVITIES. Except upon the prior written consent of the
Company, the Employee, during the Employment Period, will not accept any other
employment. The Employee shall be permitted to serve in ventures such as passive
real estate investments, serving on charitable and civic boards and
organizations, and similar activities, so long as such activities do not
materially interfere with or detract from the performance of Employee's duties
or constitute a breach of any of the provisions contained in this Agreement.
2. COMPENSATION.
(a) BASE SALARY. In consideration for the Employee's services
hereunder and the restrictive covenants contained herein, the Employee shall be
paid an annual base salary of $240,000 (the "Salary"), payable in accordance
with the Company's customary payroll practices. Notwithstanding the foregoing,
Employee's annual Salary may be increased at anytime and from time to time to
levels greater than the level set forth in the preceding sentence at the
discretion of the Board of Directors of the Company to reflect merit or other
increases.
(b) BONUS. In addition to the Salary, the Employee shall be eligible
to receive an annual bonus ("Bonus") equal to 50% of the Employee's Salary. The
Bonus shall be based on the achievement of corporate goals and objectives as
established by the Compensation Committee of the Board of Directors. The
achievement of said goals and objectives shall be determined by the Compensation
Committee of the Board of Directors. With respect to any Fiscal Year during
which the Employee is employed by the Company for less than the entire Fiscal
Year, the Bonus shall be prorated for the period during which the Employee was
so employed. The Bonus shall be payable within thirty (30) days after the end of
the Company's Fiscal Year. The term "Fiscal Year" as used herein shall mean each
period of twelve (12) calendar months commencing on January 1st of each calendar
year during the Employment Period and expiring on December 31st of such year.
(c) MERIT AND OTHER BONUSES. Employee shall be entitled to such
other bonuses, payments and benefits may be determined by the Board of Directors
of the Company or by a committee of the Board of Directors as determined by the
Board of Directors, in its sole discretion.
(d) SIGNING BONUS. Employee shall be entitled to a signing bonus
(the "Signing Bonus") in the amount of $100,000 which shall be grossed-up for
all taxes imposed on Employer with respect to the Signing Bonus, including
income taxes and the Employee's share of FICA and all other payroll taxes. For
purposes of determining the amount of the gross-up, the Employee shall be deemed
to pay Federal income taxes at the highest marginal rate of Federal income
taxation in the calendar year in which the Signing Bonus (or any portion of the
Signing Bonus) is paid, and state and local income taxes at the highest marginal
rate of taxation in the state and locality of the Employee's residence in the
calendar year in which the Signing Bonus (or any portion of the Signing Bonus)
is paid, net of the maximum reduction in Federal income taxes which could be
obtained from deduction of such state and local taxes. The Signing Bonus shall
be payable in four monthly installments, with the first installment due 30 days
after the Effective Date and each month thereafter on the same date. Employee
shall repay a pro-rata portion of the Signing Bonus to Employer if he resigns
from his employment prior to the last date of the Employment Period.
(e) STOCK OPTIONS. On the Effective Date, the Company shall issue to
the Employee a five-year option to purchase 100,000 shares of the Company's
authorized but unissued common stock at an exercise price equal to the last
closing price of the common stock on the date on which this Agreement was
approved by the Compensation Committee of the Board of Directors of the Company
($_____ per share). The options shall vest 1/3 on date of grant, 1/3 on the
first anniversary of the Effective Date and 1/3 on the second anniversary of the
Effective Date. The Employee shall be entitled to participate and receive option
grants in the future, as may be determined by the Compensation Committee of the
Board of Directors of the Company. Notwithstanding the foregoing, Employee has
been advised by Company that it is currently negotiating with the holders of the
Company's outstanding senior subordinated notes to restructure the Company's
currently outstanding debt and equity and to recapitalize the Company. The
Company hereby agrees to adjust Employee's option grant hereunder after the
completion of the restructuring/recapitalization to provide an equivalent
benefit to Employee such that Employee is not prejudiced by the
restructuring/recapitalization.
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(f) OTHER COMPENSATION PROGRAMS. The Employee shall be entitled to
participate in the Company's incentive and deferred compensation programs and
such other programs as are established and maintained generally for the benefit
of the Company's employees or executive officers, subject to the provisions of
such plans or programs.
(g) VACATIONS. The Employee shall be entitled to three weeks of
vacation on an annual basis. Employee shall be entitled to be reimbursed for any
accrued and unused vacation time as of the date he is no longer an employee of
the Company.
(h) ANNUAL EXECUTIVE PHYSICAL. The Company shall pay all direct
costs of Employee's annual executive physical; provided, however, that direct
costs to be reimbursed under this Section 2(h) shall not exceed $1,500.
(i) OTHER BENEFITS. During the term of this Agreement, the Employee
shall also be entitled to participate in any other health insurance programs,
life insurance programs, disability programs, stock option plans, bonus plans,
pension plans and other fringe benefit plans and programs as are from time to
time established and maintained for the benefit of the Company's employees or
executive officers, subject to the provisions of such plans and programs.
(j) EXPENSES. The Employee shall be reimbursed for all out-of-pocket
expenses reasonably incurred by him on behalf of or in connection with the
business of the Company, pursuant to the normal standards and guidelines
followed from time to time by the Company.
(k) RELOCATION EXPENSES. Upon submission of appropriate
documentation, the Company shall reimburse Employee for the full and total cost
of (i) transporting all household goods currently residing at [intentionally
omitted], by a company widely recognized as an expert in relocation matters, to
the permanent residence the Employee shall establish in Greensboro, North
Carolina, (ii) all reasonable real estate fees and costs in connection with
Employee's purchase of a permanent residence in Greensboro, North Carolina, and
(iii) direct costs of temporary housing in Greensboro for a period of up to 90
days from the Effective Date.
3. TERMINATION.
(a) FOR CAUSE. The Company shall have the right to terminate this
Agreement and to discharge the Employee for Cause (as defined below), at any
time during the term of this Agreement. Termination for Cause shall mean, during
the term of this Agreement, (i) Employee's conduct that would constitute under
federal or state law either a felony or a misdemeanor involving moral turpitude,
or a determination by the Company's Board of Directors, after consideration of
all available information and following the procedures set forth below, that
Employee has willfully violated Company policies or procedures involving
discrimination, harassment, alcohol or substance abuse, or work place violence
causing material injury to the Company, (ii) Employee's actions or omissions
that constitute fraud, dishonesty or gross misconduct, (iii) Employee's knowing
and intentional breach of any fiduciary duty that causes material injury to the
Company, and (iv) Employee's inability to perform his material duties, after
reasonable notice and an opportunity to resolve the issues, due to alcohol or
other
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substance abuse. Any termination for Cause pursuant to this Section shall be
given to the Employee in writing and shall set forth in detail all acts or
omissions upon which the Company is relying to terminate the Employee for Cause.
Upon any determination by the Company that Cause exists to terminate
the Employee, the Company shall cause a special meeting of the Board of
Directors to be called and held at a time mutually convenient to the Board of
Directors and Employee, but in no event later than ten (10) business days after
Employee's receipt of the notice that the Company intends to terminate the
Employee for Cause. Employee shall have the right to appear before such special
meeting of the Board of Directors with legal counsel of his choosing to refute
such allegations and shall have a reasonable period of time to cure any actions
or omissions which provide the Company with a basis to terminate the Employee
for Cause (provided that such cure period shall not exceed 30 days). A majority
of the members of the Board of Directors must affirm that Cause exists to
terminate the Employee. No finding by the Board of Directors will prevent the
Employee from contesting such determination through appropriate legal
proceedings provided that the Employee's sole remedy shall be to xxx for
damages, not reinstatement, and damages shall be limited to those that would be
paid to the Employee if he had been terminated without Cause. In the event the
Company terminates the Employee for Cause, the Company shall only be obligated
to continue to pay in the ordinary and normal course of its business to the
Employee his Salary plus accrued but unused vacation time through the
termination date and the Company shall have no further obligations to Employee
from and after the date of termination.
(b) RESIGNATION BY EMPLOYEE. If the Employee shall resign or
otherwise terminate his employment with the Company at anytime during the term
of this Agreement, the Employee shall only be entitled to receive his accrued
and unpaid Salary through the termination date, and the Company shall have no
further obligations under this Agreement from and after the date of resignation.
(c) TERMINATION BY COMPANY WITHOUT CAUSE. At any time during the
term of this Agreement the Company shall have the right to terminate this
Agreement and to discharge the Employee without Cause effective upon delivery of
written notice to the Employee. Upon any such termination by the Company without
Cause, the Company shall pay to the Employee all of the Employee's accrued but
unpaid Salary through the date of termination, and thereafter, the Company: (i)
shall continue to pay to the Employee his Salary payable in accordance with
Section 2(a) for six (6) months from the date of termination, when and as the
same would have been due and payable hereunder but for such termination, (ii)
shall continue Employee's health benefits under the Company's then health
insurance program(s) for six months from the date of termination (or until
Employee's death or the date on which Employee becomes covered by the health
plan of a subsequent employer, to the extent that either of these events occurs
earlier). Additionally, if Employee is terminated without Cause, all stock
options previously granted to him will immediately vest (to the extent not then
already vested), and all such stock options shall remain exercisable for the
lesser of the unexpired term of such options or six months from the date of
Employee's termination. All payments made to the Employee pursuant to this
Section 3(c) are collectively, referred to herein as the "Severance Payment."
Other than the Severance Payment, the Company shall have no further obligation
to the Employee except for the obligations set forth in Section 12 of this
Agreement after the date of such termination; provided, however, that the
Employee shall only be entitled to continuation of the Severance Payments as
long as he is in compliance with the provisions of Sections 6 and 7 of this
Agreement.
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(d) DISABILITY OF THE EMPLOYEE. This Agreement may be terminated by
the Company upon the Disability of the Employee. "Disability" shall mean any
mental or physical illness, condition, disability or incapacity which prevents
the Employee from reasonably discharging his duties and responsibilities under
this Agreement for a period of 180 consecutive days. In the event that any
disagreement or dispute shall arise between the Company and the Employee as to
whether the Employee suffers from any Disability, then, in such event, the
Employee shall submit to the physical or mental examination of a physician
licensed under the laws of the State of Florida, who is mutually agreeable to
the Company and the Employee, and such physician shall determine whether the
Employee suffers from any Disability. In the absence of fraud or bad faith, the
determination of such physician shall be final and binding upon the Company and
the Employee. The entire cost of such examination shall be paid for solely by
the Company. In the event the Company has purchased Disability insurance for
Employee, the Employee shall be deemed disabled if he is completely (fully)
disabled as defined by the terms of the Disability policy. In the event that at
any time during the term of this Agreement the Employee shall suffer a
Disability and the Company terminates the Employee's employment for such
Disability, the Company shall continue to pay to the Employee his Salary,
payable in accordance with Section 2(a) for three (3) months from the date of
the termination, when and as the same would have been due and payable hereunder
but for such termination, except that payment of the Salary in accordance with
said paragraph shall be mitigated to the extent payments are made to the
Employee pursuant to disability insurance programs maintained by the Company.
(e) DEATH OF THE EMPLOYEE. In the event of the death of Employee,
the employment of the Employee by the Company shall automatically terminate on
the date of the Employee's death and the Company shall only be obligated to pay
Employee's estate Employee's accrued and unpaid Salary through the termination
date plus accrued but unused vacation time through the termination date and the
Company shall have no further obligations to Employee from and after the date of
termination.
4. TERMINATION OF EMPLOYMENT BY EMPLOYEE FOR CHANGE OF CONTROL.
(a) TERMINATION RIGHTS. Notwithstanding the provisions of Section 2
and Section 3 of this Agreement, in the event that there shall occur a Change of
Control (as defined below) of the Company and within two years after such Change
of Control the Employee's employment hereunder is terminated by the Company
without Cause, then the Company shall be required to pay to the Employee (i) the
product of 1.5 multiplied by the Employee's then current Salary, plus (ii) the
product of three multiplied by the maximum Bonus that Employee received in the
Fiscal Year prior to the Fiscal Year in which such termination occurs, assuming
that all performance objectives are met (collectively, the foregoing
consideration payable to the Employee shall be referred to herein as the "Change
in Control Payment"). The Change in Control Payment shall be made no later than
10 days after the Employee's termination pursuant to this Section 4. To the
extent that payments are owed by the Company to the Employee pursuant to this
Section 4, they shall be made in lieu of payments pursuant to Section 3, and in
no event shall the Company be required to make payments or provide benefits to
the Employee under both Section 3 and Section 4.
(b) CHANGE OF CONTROL OF THE COMPANY DEFINED. For purposes of this
Section 4, a "Change of Control of the Company" shall be deemed to have occurred
if:
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(i) Any "person" (as such term is defined in Sections 13(d)(3)
and Section 14(d)(3) of the Exchange Act), other than the Company, any
majority-owned subsidiary of the Company, any compensation plan of the Company,
any majority-owned subsidiary of the Company or Xxxx X. Xxxxxx and his
affiliates, becomes the "beneficial owner" (as such term is defined in Rule
13d-3 of the Exchange Act), directly or indirectly, of securities of the Company
representing more than 50% of the combined voting power of the Company; or
(ii) The shareholders of the Company approve (1) a
reorganization, merger, or consolidation with respect to which persons who were
the shareholders of the Company immediately prior to such reorganization,
merger, or consolidation do not immediately thereafter own more than 50% of the
combined voting power entitled to vote generally in the election of the
directors of the reorganized, merged or consolidated entity; (2) a liquidation
or dissolution of the Company; or (3) the sale of all or substantially all of
the assets of the Company or of a subsidiary of the Company that accounts for
more than 66 2/3% of the consolidated revenues of the Company, but not including
a reorganization, merger or consolidation of the Company.
5. SUCCESSOR TO COMPANY. The Company shall require any successor,
whether direct or indirect, to all or substantially all of the business,
properties and assets of the Company whether by purchase, merger, consolidation
or otherwise, prior to or simultaneously with such purchase, merger,
consolidation or other acquisition to execute and to deliver to the Employee a
written instrument in form and in substance reasonably satisfactory to the
Employee pursuant to which any such successor shall agree to assume and to
timely perform or to cause to be timely performed all of the Company's
covenants, agreements and obligations set forth in this Agreement (a "Successor
Agreement"). The failure of the Company to cause any such successor to execute
and deliver a Successor Agreement to the Employee shall constitute a material
breach of the provisions of this Agreement by the Company.
6. RESTRICTIVE COVENANTS. In consideration of his employment and the
other benefits arising under this Agreement, the Employee agrees that during the
term of this Agreement, and for a period of six months following the termination
of this Agreement, the Employee shall not directly or indirectly:
(a) alone or as a partner, joint venturer, officer, director,
member, employee, consultant, agent, independent contractor or stockholder of,
or lender to, any company or business, engage in any business which competes,
directly or indirectly, with any business of the Company; provided, however,
that the beneficial ownership of less than one percent (1%) of the shares of
stock of any corporation having a class of equity securities actively traded on
a national securities exchange or over-the-counter market shall not be deemed,
in and of itself, to violate the prohibitions of this Section; or
(b) for any reason, (i) induce any customer of the Company or any of
its subsidiaries or affiliates to patronize any business directly or indirectly
in competition with the businesses conducted by the Company or any of its
subsidiaries or affiliates in any market in which the Company or any of its
subsidiaries or affiliates does business; (ii) canvass, solicit or accept from
any customer of the Company or any of its subsidiaries or affiliates any such
competitive business; or (iii) request or advise any customer or vendor of the
Company or any of
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its subsidiaries or affiliates to withdraw, curtail or cancel any such
customer's or vendor's business with the Company or any of its subsidiaries or
affiliates; or
(c) for any reason, employ, or knowingly permit any company or
business directly or indirectly controlled by him, to employ, any person who was
employed by the Company or any of its subsidiaries or affiliates at or within
the prior six months, or in any manner seek to induce any such person to leave
his or her employment.
The provisions of this Section 6 shall apply to Employee whether or not
Employee's employment with the Company has been terminated for Cause or without
Cause and whether or not the Company is required to pay Employee severance
benefits under Section 3 of this Agreement. Notwithstanding the foregoing, if
this Agreement expires by its terms at the end of the Employment Period, then
the provisions of this Section 6 shall only apply to Employee if the Company
provides Employee with all of the severance benefits which it would be obligated
to provide to him under Section 3(c) of this Agreement as if the Employee had
been terminated from his employment with the Company without Cause.
7. CONFIDENTIALITY. The Employee agrees that at all times during the
term of this Agreement and after the termination of employment for as long as
such information remains non-public information, the Employee shall (i) hold in
confidence and refrain from disclosing to any other party all information,
whether written or oral, tangible or intangible, of a private, secret,
proprietary or confidential nature, of or concerning the Company or any of its
subsidiaries or affiliates and their business and operations, and all files,
letters, memoranda, reports, records, computer disks or other computer storage
medium, data, models or any photographic or other tangible materials containing
such information ("Confidential Information"), including without limitation, any
sales, promotional or marketing plans, programs, techniques, practices or
strategies, any expansion plans (including existing and entry into new
geographic and/or product markets), and any customer lists, (ii) use the
Confidential Information solely in connection with his employment with the
Company or any of its subsidiaries or affiliates and for no other purpose, (iii)
take all precautions necessary to ensure that the Confidential Information shall
not be, or be permitted to be, shown, copied or disclosed to third parties,
without the prior written consent of the Company or any of its subsidiaries or
affiliates, and (iv) observe all security policies implemented by the Company or
any of its subsidiaries or affiliates from time to time with respect to the
Confidential Information. In the event that the Employee is ordered to disclose
any Confidential Information, whether in a legal or regulatory proceeding or
otherwise, the Employee shall provide the Company or any of its subsidiaries or
affiliates with prompt notice of such request or order so that the Company or
any of its subsidiaries or affiliates may seek to prevent disclosure. In
addition to the foregoing the Employee shall not at any time libel, defame,
ridicule or otherwise disparage the Company.
8. SPECIFIC PERFORMANCE; INJUNCTION. The parties agree and acknowledge
that the restrictions contained in Sections 6 and 7 are reasonable in scope and
duration and are necessary to protect the Company or any of its subsidiaries or
affiliates. If any provision of Section 6 or 7 as applied to any party or to any
circumstance is adjudged by a court to be invalid or unenforceable, the same
shall in no way affect any other circumstance or the validity or enforceability
of any other provision of this Agreement. If any such provision, or any part
thereof, is held to be unenforceable because of the duration of such provision
or the area covered thereby, the parties agree that the court making such
determination shall have the power to
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reduce the duration and/or area of such provision, and/or to delete specific
words or phrases, and in its reduced form, such provision shall then be
enforceable and shall be enforced. The Employee agrees and acknowledges that the
breach of Section 6 or 7 will cause irreparable injury to the Company or any of
its subsidiaries or affiliates and upon breach of any provision of such
Sections, the Company or any of its subsidiaries or affiliates shall be entitled
to injunctive relief, specific performance or other equitable relief, without
being required to post a bond; provided, however, that, this shall in no way
limit any other remedies which the Company or any of its subsidiaries or
affiliates may have (including, without limitation, the right to seek monetary
damages).
9. NOTICES. All notices, requests, demands, claims and other
communications hereunder shall be in writing and shall be deemed given if
delivered by hand delivery, by certified or registered mail (first class postage
pre-paid), guaranteed overnight delivery or facsimile transmission if such
transmission is confirmed by delivery by certified or registered mail (first
class postage pre-paid) or guaranteed overnight delivery to, the following
addresses and telecopy numbers (or to such other addresses or telecopy numbers
which such party shall designate in writing to the other parties): (a) if to the
Company, at its principal executive offices, addressed to the Chief Executive
Officer, with a copy to Xxxxxx X. Xxxxxxxx, Esq., Akerman, Senterfitt & Xxxxxx,
P.A., Xxx Xxxxxxxxx Xxxxx Xxxxxx, Xxxxx, Xxxxxxx 00000; and (b) if to the
Employee, at the address listed on the signature page hereto.
10. AMENDMENT; WAIVER. This Agreement may not be modified, amended, or
supplemented, except by written instrument executed by all parties. No failure
to exercise, and no delay in exercising, any right, power or privilege under
this Agreement shall operate as a waiver, nor shall any single or partial
exercise of any right, power or privilege hereunder preclude the exercise of any
other right, power or privilege. No waiver of any breach of any provision shall
be deemed to be a waiver of any preceding or succeeding breach of the same or
any other provision, nor shall any waiver be implied from any course of dealing
between the parties. No extension of time for performance of any obligations or
other acts hereunder or under any other agreement shall be deemed to be an
extension of the time for performance of any other obligations or any other
acts. The rights and remedies of the parties under this Agreement are in
addition to all other rights and remedies, at law or equity, that they may have
against each other.
11. ASSIGNMENT; THIRD PARTY BENEFICIARY. This Agreement, and the
Employee's rights and obligations hereunder, may not be assigned or delegated by
him. The Company may assign its rights, and delegate its obligations, hereunder
to any affiliate of the Company, or any successor to the Company or its aviation
services business, specifically including the restrictive covenants set forth in
Section 6 hereof. The rights and obligations of the Company under this Agreement
shall inure to the benefit of and be binding upon its respective successors and
assigns.
12. SEVERABILITY; SURVIVAL. In the event that any provision of this
Agreement is found to be void and unenforceable by a court of competent
jurisdiction, then such unenforceable provision shall be deemed modified so as
to be enforceable (or if not subject to modification then eliminated herefrom)
to the extent necessary to permit the remaining provisions to be enforced in
accordance with the parties intention. The provisions of Sections 6 and 7 will
survive the termination for any reason of the Employee's relationship with the
Company.
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13. INDEMNIFICATION. The Company agrees to indemnify the Employee
during the term and after termination of this Agreement in accordance with the
provisions of the Company's certificate of incorporation and bylaws and the
Delaware General Corporation Law.
14. COUNTERPARTS. This Agreement may be signed in any number of
counterparts, each of which shall be an original but all of which together shall
constitute one and the same instrument.
15. GOVERNING LAW. This Agreement shall be construed in accordance with
and governed for all purposes by the laws of the State of North Carolina
applicable to contracts executed and to be wholly performed within such State.
16. ENTIRE AGREEMENT. This Agreement contains the entire understanding
of the parties in respect of its subject matter and supersedes all prior
agreements and understandings (oral or written) between or among the parties
with respect to such subject matter.
17. HEADINGS. The headings of Paragraphs and Sections are for
convenience of reference and are not part of this Agreement and shall not affect
the interpretation of any of its terms.
18. CONSTRUCTION. This Agreement shall be construed as a whole
according to its fair meaning and not strictly for or against any party. The
parties acknowledge that each of them has reviewed this Agreement and has had
the opportunity to have it reviewed by their respective attorneys and that any
rule of construction to the effect that ambiguities are to be resolved against
the drafting party shall not apply in the interpretation of this Agreement.
19. RESOLUTION OF DISPUTES. Any disputes arising under or in connection
with this Agreement shall be resolved by third party mediation of the dispute
and, failing that, by binding arbitration to be held in Greensboro, North
Carolina in accordance with the rules and procedures of the American Arbitration
Association. Judgment upon the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof.
20. ATTORNEY'S FEES. If at any time during the term of this Agreement
or afterwards there should arise any dispute as to the validity, interpretation
or application of any term or condition of this agreement, the Company agrees,
upon written demand by the Employee (and Employee shall be entitled upon
application to any court of competent jurisdiction, to the entry of a mandatory
injunction, without the necessity of posting any bond with respect thereto,
compelling the Company) to promptly provide sums sufficient to pay on a current
basis (either directly or by reimbursing Employee) Employee's costs and
reasonable attorneys' fees (including expenses of investigation and
disbursements for the fees and expenses of experts, etc.) incurred by the
Employee in connection with any such dispute or any litigation, provided that
Employee shall repay any such amounts paid or advanced if Employee is not the
prevailing party with respect to at least one material claim or issue in such
dispute or litigation. The provisions of this Section 19, without implication as
to any other section hereof, shall survive the expiration or termination of this
Agreement and Employee's employment hereunder.
21. WITHHOLDING. All payments made to the Employee shall be made net of
any applicable withholding for income taxes and the Employee's share of FICA,
FUTA or other
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taxes. The Company shall withhold such amounts from such payments to the extent
required by applicable law and remit such amounts to the applicable governmental
authorities in accordance with applicable law.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
date first above written.
AVIATION SALES COMPANY, a Delaware
corporation
By: /s/ Xxx X. Xxxxxx, Xx.
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Xxx X. Xxxxxx, Xx., Chairman and CEO
EMPLOYEE:
/s/ C. Xxxxxx Xxxxxxxx
----------------------------------------
C. XXXXXX XXXXXXXX
Address for Notices:
[intentionally omitted]
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