Exhibit 10.17
EMPLOYMENT AGREEMENT
This Employment Agreement is entered into and effective this 11th day
of June, 1999, by and between Aviation Holdings International, Inc., a Florida
corporation (the "Company") and Xxxxxx Xxxxxx ("Employee").
W I T N E S S E T H
WHEREAS, the Company desires to enter into an agreement providing for
the Employee's employment as Chief Financial Officer;
WHEREAS, the Employee is willing to be employed by the Company for two
(2) years;
NOW, THEREFORE, in consideration of the premises and covenants set
forth herein, the parties agree as follows:
1.) The Company will employ Employee and Employee will serve the
Company as Chief Financial Officer for a period of two (2) years
(the "Employment Period").
2.) Employee will devote his best efforts and attention to the affairs
of the Company with emphasis in the following areas:
(a) more accurate and timely reporting of the Company's financial
condition and results of operations;
(b) improvement in employee relations within those departments
which report to him and throughout the corporation and its
affiliates;
(c) improving efficiencies as regards the various accounting
functions (inventory reporting, accounts receivable and
accounts payable management).
3.) (a) As Compensation hereunder, the Company will pay, and Employee
will accept:
(i) Base Compensation of $89,500.00 per annum for the period of
employment from the date hereof through the second anniversary
hereof, payable biweekly, with such upward adjustments as may
from time to time is granted/ At the end of each Employment
Year, Employee and Employer shall negotiate in good faith any
increase in Basic Compensation as may be appropriate for the
next Employment Year.
(ii) Such bonus, supplemental or incentive compensation and
health, disability or other payment or benefits as are
consistent with the Company's then current policies.
(iii) Such discretionary expenses as are necessary for his
performance of this agreement and for the benefit of the
Company, subject to the submission and approval of written
statements in accordance with the Company's standard policies
as in effect from time to time.
(b) Employee will be entitled to two (2) weeks of paid vacation per
year.
(c) Employee will participate in Aviation Holdings Group, Inc.
Stock Option Plan. All 55,000 stock options granted to the
Employee by Aviation Holdings Group, Inc., which replaced the
same number of options granted under the predecessor plan of
Aviation Holdings International, Inc., shall expire five (5)
years from the date hereof.
4.) The Company hereunder may terminate employee's employment at any
time for "cause" or "disability" as defined herein. "Cause" shall
mean conviction of a felony relating to the business of the
Company, or act of dishonesty either involving Employee's
employment or harmful to Employer or other employees, including
fraud, misappropriation, embezzlement or the like or the
misfeasance, malfeasance or non- feasance of Employee in carrying
out the duties of Employee's employment with Employer, not cured
within thirty (30) days prior notice. "Disability" shall mean a
physical condition of employee which renders him unable to perform
his duties for the Company for a period of six months or longer, as
confirmed in writing by Employee's independent physician,
Employee's employment hereunder will terminate upon Employee's
attainment of age 65 of upon the death of Employee. Upon any such
termination of employment for cause, disability, attainment of age
65 or because of death, the Company will have no further
obligations hereunder.
(a) Upon termination of employee's employment hereunder at the end
of the Term or because of the death or permanent disability of
Employee, Employee or in the event of his death or his mental
incapacity his personal representative, shall be paid his Basic
Compensation hereunder, prorated through the date of
termination. In addition, if termination of this Agreement is
due to the death of the Employee, his estate shall be entitled
to the payment of the Employee's Basic Compensation for six (6)
months after the date of Employee's death.
(b) In the event that employee incurs a disability of either a
physical or mental character which, in the opinion of a
physician selected by the employer, which physician shall be
approved by Employee (which approval shall not be unreasonably
withheld), renders him disabled from performing the usual and
customary duties to be rendered hereunder or heretofore
rendered by Employee, he shall receive his full Basic
Compensation for the first six (6) months or any part thereof
of continuous disability.
(c) Upon termination of Employee's employment hereunder, for
reasons not for cause, death, permanent disability, his
voluntary leaving or the expiration of the Term hereof, such
reasons to include, without limitation, the dismissal of the
Employee by Employer for reasons not for cause, or the
dissolution of the Employer, Employee shall be entitled to
receive his Basic Compensation for twelve (12) months payable
no less often than semi-monthly following Termination of
Employee's employment under this Employment Agreement
immediately above ("Severance"), prorated, annualized and
calculated through the date of termination.
5.) Any dispute or controversy arising under or in connection with this
agreement will be settled by arbitration, conducted before a panel
of three arbitrators in Miami, Florida, in accordance with the
rules of the American Arbitration Association then in effect. The
arbitrators must be approved by both the Company and the Employee
and their decision will be binding on the parties and conclusive
for all purposes. Judgment may be entered on the arbitrator's award
in any court having jurisdiction. The expense of such arbitration
will be borne by the Company.
6.) The Company will defend any action in which Employee is named
defendant and to which Employee certified to the Company that the
claim resulted from his acting either as directed by the Company or
in the interest of the Company or any corporation, person or other
entity affiliated with the Company.
7.) the Company will promptly require any successor (whether direct or
indirect, to purchase, merger, consolidation, change of control or
otherwise) to all or substantially all of the business or assets of
the Company, by agreement in form and substance satisfactory to
Employee expressly, absolutely, and unconditionally to assume and
agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform in no such
succession had taken place.
As used herein, "the Company" includes any successor to all or
substantially all of the Company's business or assets which
executes and delivers an agreement provided for in this Section 7
or which otherwise becomes bound by all the terms and provisions of
this Agreement by law.
8.) Any termination of Employee's employment by the Company will be
communicated to Employee at the address set forth below (or such
other address as Employee shall have notified the Company of in
writing for purposes of this Agreement) in a written
notice and, will specify a termination date no sooner than 30 days
after giving such notice.
9.) Employee represents and warrants to the Company that he is under
no contractual or other restrictions which is inconsistent with
his execution of this Agreement, the performance by him of his
duties hereunder, or with the rights of the Company hereunder.
10.) Employee further agrees that he is being employed by the Company
in a position of trust and responsibility and as a member of
senior management and in consideration thereof, not to take
advantage of or disclose any trade secrets, proprietary, or
confidential information not generally known to the public until
June 11, 2003.
11.) It is the desire and the intent of the parties that the terms and
conditions of this Agreement be enforced to the fullest extent
permissible under the laws and public policies applied in each
jurisdiction in which enforcement is sought. Accordingly, if any
particular term or condition of this Agreement is adjudicated or
becomes by operation of law invalid or unenforceable, the
Agreement will be deemed amended to delete therefrom such term or
condition to the extent necessary to preserve its validity and
enforceability, and the remainder of this Agreement will remain in
full force and effect. A deletion resulting from adjudication will
apply only with respect to the operation of that term or,
condition in the particular jurisdiction in which such
adjudication is made.
12.) Except as otherwise specifically provided herein, Employee's
entitlement to benefits hereunder will not be governed by any duty
to mitigate his damages by seeking further employment nor offset
by any compensation which he may receive from future employment.
13.) No right, benefit, or interest hereunder will be subject to
assignment, anticipation, alienation, sale, encumbrances, charge,
pledge hypothecation or set-off in respect to any claim, debt r
obligation, or to execution, attachment, levy or similar process;
provided, however, that Employee may assign any right, benefit or
interest hereunder if such assignment is permitted under the terms
of any plan or policy of insurance or annuity contract governing
such right, benefit or interest.
14.) This Agreement constitutes the full and complete understanding and
agreement of the parties with respect to the subject matter hereof
and may not be changed or terminated orally.
15.) This Agreement will be governed by and construed in accordance
with the laws of the Sate of Florida, without giving effect to the
Florida conflict of law principles.
16.) Each notice or communication required or permitted to be given
hereunder will be in writing and will be delivered or mailed by
air or express mail to the address of the Company, or of Employee,
as the case may be, set forth below (or such other address as any
of them may specify as its address by written notice to the
other):
If to the Company:
.
Aviation Holdings International, Inc.
00000 X.X. 00xx Xxxxxx
Xxxxx, Xxxxxxx 00000
If to the Employee:
Xxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxx Xxxxx, Xxxxxxx 00000
17.) This Agreement may be executed in one or more counterpart copies,
each of which will be deemed an original and will become effective
when one or more counterparts shall have been signed by each of
the parties hereto and delivered to the other party.
IN WITNESS WHEREOF, the parties have duly executed this Agreement on
the date first above written.
AVIATION HOLDINGS INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------
Xxxxxx X. Xxxxxx
President & C.E.O.
Date: 6/11/99
EMPLOYEE
By: /s/ Xxxxxx Xxxxxx
-------------------------------
Xxxxxx Xxxxxx
Date: 6/11/99
