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Exhibit 10.3
EMPLOYMENT AGREEMENT
This Employment Agreement is made and effective this 5th day of January
of 1998 between AVTEAM, Inc., a Florida corporation ("Company"), and Xxx
XxXxxxxxx ("Employee").
AGREEMENTS
In consideration of the mutual covenants contained herein, and for
other good and valuable consideration, receipt of which is acknowledged by the
parties, the Company and Employee agree as follows:
1. TERM OF EMPLOYMENT: The Company employs Employee and Employee
accepts employment with the Company for a period of three (3)
years beginning on the Effective Date of this Agreement as set
forth above ("Initial Employment Term"). This Agreement shall be
renewed automatically for an additional one-year period on the
third anniversary date and on each subsequent one-year
anniversary date unless the Company notifies Employee in writing
or Employee notifies the Company in writing that such renewal
shall not take place. Said notice shall be given not less than
ninety (90) days prior to any such anniversary date.
In the event of any extension of this Agreement for one or more
consecutive one (1) year terms, the terms of this Agreement shall
be deemed to continue in effect for the term of such extension
("Extended Employment Term"). The Initial Employment Term and the
Extended Employment Term will be collectively referred to as the
"Employment Term", unless otherwise specified by the Company. Any
Extended Employment Term must be in writing, signed by the
President of the Company.
2. DUTIES OF EMPLOYEE: Employee shall currently serve as the Vice
President of Business Development and be responsible for
maintaining and developing business relationships, actively
pursue corporate acquisition candidates, and assist in the
procurement and sale of engines, parts, and aircraft.
3. EXCLUSIVE SERVICES: Employee's services shall be exclusive to the
Company, and Employee shall devote such portion of his productive
time and attention to the business of the Company as shall be
reasonably necessary to carry out his duties during the
Employment Term. Employee shall not engage in any other
businesses, duties, or pursuits whatsoever, or directly or
indirectly render any services of a business, commercial, or
professional nature to any other person or organization, whether
for compensation or otherwise, unless such activity is fully
disclosed to the Company and approved by the Company's President.
This Agreement shall not be interpreted to prohibit Employee from
making passive personal investments or conducting private
business affairs if such activities do not materially interfere
with the services required under this Agreement.
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4. NON-COMPETITION: To induce the Company to enter into this
Agreement, Employee agrees that:
A. DEFINED TERMS: The principal business of the Company is
value-added reselling of aftermarket jet engines, jet engine
components and new and used aircraft material to other
suppliers of aftermarket engines and components, aircraft
engine and component manufacturers and their affiliates,
overhaul facilities, international and regional air carriers
and operators, and leasing companies (the "Business").
Employee's employment with the Company will bring Employee
into close contact with the members and other customers of
the Company and with the trade secrets and other confidential
affairs of the Company. The Company has a significant
interest in protecting its proprietary interest in, and the
goodwill associated with, the foregoing. As used in this
Section 4, the term "Restricted Period" means the period of
nine (9) months following termination of Employee's
employment with the Company if Employee resigns during the
term hereof or one (1) year following termination of
Employee=s employment with the Company if Employer terminates
Employee during the term hereof.
B. PERIOD OF EMPLOYMENT: During the term of Employee's
employment hereunder, Employee shall not, directly or
indirectly, either as an employee, employer, consultant,
agent, principal, partner, stockholder, corporate officer,
director, or in any other individual or representative
capacity, engage or participate in or acquire, hold, or
retain any interest in any business which is competitive with
the Business of the Company in any location, or any business
selling to or doing business with the Company, unless such
participation or interest is fully disclosed to the Company
and approved by a majority of the Company's President. The
foregoing notwithstanding, Employee may acquire, hold or
retain equity ownership of any publicly held company,
provided that such equity ownership does not exceed five (5%)
of the issued and outstanding shares of the voting stock of
such company.
C. RESTRICTED PERIOD: During the Restricted Period, unless the
Company and Employee shall otherwise agree in writing,
Employee shall not, (i) compete directly with the Company,
(ii) enter into the employ of, or render any services to, as
an independent contractor or otherwise, any person or entity
engaged in the Business (or any aspect thereof) in
competition with the Company, (iii) become interested, as an
individual, partner, co-venturer, shareholder, officer,
director, employee, principal, agent, trustee or in any other
relationship or capacity, in any person or entity engaged in
the Business (or any aspect thereof) in competition with the
Company; or (iv) on his own behalf or on behalf of or as an
employee or agent of any other person or business, contact or
approach any person or business wherever located, with a view
to selling or assisting others to sell products or services
substantially competing with the Business.
D. ENFORCEABILITY: If any portion of Section 4 is held to be
illegal, unenforceable, void, or voidable, the remainder
shall remain in full force and effect, and Section 4 shall be
deemed altered and amended to the minimum extent necessary to
bring it within the legal requirements of enforceability.
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5. UNIQUE SERVICES: Employee hereby represents and agrees that the
services to be performed under the terms of this Agreement are of
a special, unique, unusual, extraordinary, and intellectual
character that gives them a peculiar value, the loss of which
cannot be reasonably or adequately compensated in damages in any
action at law. Employee, therefore, expressly agrees that the
Company, in addition to any rights or remedies that the Company
might posses, shall be entitled to injunctive and other equitable
relief to prevent or remedy a breach of this Agreement by
Employee.
6. INDEMNIFICATION: The Company shall defend Employee against all
claims made against Employee, and it shall indemnify Employee for
all losses sustained by Employee, in direct consequence of the
discharge of Employee's duties on the Company's behalf, including
any claim brought against, or any loss sustained by, Employee in
his role as an officer or employee of the Company based on a
claim that any of the Company's products or services infringe a
third party patent, copyright or trade secret; provided, that
Employee promptly notifies the Company in writing of any such
claim, gives the Company full authority for the conduct of such
defense and participates in and aids the Company's counsel by
giving whatever time, information, expertise and assistance is
reasonably requested for such defense. Employee agrees to
indemnify and hold the Company and its shareholders harmless,
individually and collectively, from and against any liabilities,
claims, costs, or expenses (including shareholders) as a result
of actions by Employee in excess of his authority as set forth
herein.
7. CONFIDENTIAL INFORMATION: Employee acknowledges that in his
employment hereunder, and during prior period of employment with
the Company, he has occupied and will continue to occupy a
position of trust and confidence. During the period of Employee's
employment hereunder and the Restricted Period thereafter,
Employee shall not, except as may be required to perform his
duties hereunder or as required by applicable law, without
limitation in time or until such information shall have become
public other than by Employee's unauthorized disclosure, disclose
to others or use, whether directly or indirectly, any
Confidential Information regarding the Company. "Company
Information" shall mean information about the Company, and its
respective clients and customers that is not disclosed by the
Company that was learned by Employee in the course of his
employment by the Company, including (without limitation) any
proprietary knowledge, trade secrets, data, formulae, information
and client and customer lists, pricing policies, suppliers,
market strategies, product development concepts and all papers,
resumes, and records (including computer records) of the
documents containing such Confidential Information. Employee
acknowledges that such Confidential Information is specialized,
unique in nature and of great value to the Company, and that such
information gives the Company a competitive advantage. The
Employee agrees to deliver or return to the Company, at the
Company's request at any time or upon termination or expiration
of his employment or as soon thereafter as possible, all
documents, computer tapes and disks, records, lists, data,
drawings, prints, notes and written information (and all copies
thereof) furnished by the Company or prepared by the Employee
during the term of his employment by the Company.
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8. COMPENSATION:
A. SALARY: The Company shall pay Employee an annual base salary
of $140,000 ("Salary"), payable in accordance with the normal
payroll procedures of the Company or at such other time or
times as Employee and the Company shall agree. Except as
otherwise provided herein, the Company's obligation to pay
Employee's Salary under this Agreement shall cease as of the
date of termination of Employee's employment. Employer shall
review performance of Employee on or about each annual
anniversary of this agreement and in conjunction with the
overall Employee=s performance evaluation, Employer shall
modify the compensation to reflect industry pay for other
comparable positions of publicly held aftermarket companies.
B. INCENTIVE COMPENSATION: Employee shall be eligible to
participate in the Company's Executive Incentive Compensation
Plan for each year of the term of this agreement. If Employee
is eligible for an annual incentive, his threshold for such
incentive will be 50.0% of base salary.
9. TAX WITHHOLDING: The Company shall have the right to deduct or
withhold from the compensation due to Employee hereunder any and
all sums required for any and all federal, social security, state
and local taxes, assessments or charges now applicable or that
may be enacted and become applicable in the future.
10. EMPLOYEE BENEFITS:
A. VACATION TIME AND SICK LEAVE: Employee shall be entitled to
three (3) weeks of vacation and six (6) days of sick leave
without loss of compensation each year during the Employment
Term. For the purposes of this paragraph, a year shall begin
on the effective date of this Agreement as set forth above.
In the event that Employee takes vacation time or sick leave
in excess of the minimum numbers set forth in this paragraph,
the President shall determine whether or not Employee shall
receive compensation for such excess days. Unless otherwise
established by the Company's President, in the event that
Employee does not for any reason take the total amount of
vacation time authorized during any year, he shall be deemed
to have waived any entitlement to vacation time for that
year. Sick days may not be accumulated.
B. ADDITIONAL BENEFITS: Employee shall be entitled to all
employment benefits made available to other employees of the
Company. Such benefits shall include, but are not limited to,
health insurance, dental insurance, disability insurance,
life insurance, stock options, and retirement plan (effective
5/1/98).
11. TERMINATION OF AGREEMENT:
A. TERMINATION FOR CAUSE: The Company may terminate Employee's
employment under this Agreement for "Cause", at any time, but
only in the event of (a) Employee's conviction of a felony
(provided, however, that following indictment for a felony,
and prior to conviction, the Company may, without limiting or
modifying in any other way its
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obligations under this Agreement, suspend Employee from the
performance of his duties hereunder), or (b) a determination
by the Company's President, acting reasonably and in good
faith, that Employee has (1) neglected his material duties or
performed his material duties in an incompetent manner, (2)
committed fraudulent or dishonest actions, or (3)
deliberately injured or attempted to injure the Company;
provided, however, that Employee shall not be deemed to have
been terminated for Cause unless and until there shall have
been delivered to him a copy of a resolution duly adopted by
the affirmative vote of not less than a majority of the
entire membership of the President of the Company, finding
that, in the good faith opinion of such board, he was guilty
of or had engaged in conduct constituting Cause as set forth
herein and specifying the particulars thereof in detail.
B. EFFECT OF TERMINATION FOR CAUSE: In the event of
termination of Employee for cause as set forth in
Subsection 11.A., or a voluntary termination by
Employee in breach of this Agreement without the
consent of the Company, Employee shall have no right to
any bonuses, salaries, benefits or entitlements other
than those required by law or specifically provided
under the terms of the applicable plan document.
Payment of any further bonuses or other salaries
claimed by Employee will be in the sole and absolute
discretion of the Company, and Employee shall have no
entitlement thereto.
C. DISABILITY AND DEATH: If, during the Employment Term,
Employee should die or suffer any physical or mental
illness that renders him incapable of fulfilling his
obligation under this Agreement; and such incapacity
exists or may reasonably be expected to exist for more
than forty-five (45) calendar days in the aggregate,
the Company may, upon five (5) calendar days written
notice to Employee, terminate this Agreement. The
determination of the Company that Employee is incapable
of fulfilling his obligations under this Agreement
shall be final and binding.
D. VOLUNTARY TERMINATION BY EMPLOYEE AT THE END OF THE
EMPLOYMENT TERM: In the event of voluntary termination
by Employee at the end of the Initial Employment Term,
or any Extended Employment Term, Employee shall be
entitled only to those amounts that have accrued to the
date of termination or are expressly payable under the
terms of the Company's applicable benefit plans or are
required by applicable law. The Company may, in its
sole and absolute discretion, confer such other
benefits or payments as it determines, but Employee
shall have not entitlement thereto.
E. TERMINATION BY EMPLOYER AT THE END OF THE EMPLOYMENT
TERM: In the event that Employee's employment is
terminated by the Company at the end of the Initial
Employment Term or any Extended Employment Term as a
result of the Company's notice specified in Section 1
above, Employee shall be treated as in Subsection 11.D.
F. TERMINATION BY EMPLOYER DURING THE EMPLOYMENT TERM: In
the event of termination by the Employer other than at
the end of the Initial Employment Term or Extended
Employment Term, other than for cause under Subsection
11.A., Employee shall be entitled to one (1) year base
salary (at Employee's then current base) plus COBRA
premiums for one (1) year payable in bi-weekly
installments similar to if Employee had continued
employment with the Company.
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G. CONFIDENTIALITY. Nothing in this Section 11 shall
affect the rights of the parties under Section 4 above.
12. ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS:
A. DEFINITION OF "INVENTIONS": As used herein, the term
"Inventions" shall mean all inventions, discoveries,
improvements, trade secrets, formulas, techniques,
data, programs, systems, specifications, documentation,
algorithms, flow charts, logic diagrams, source codes,
processes, and other information, including
works-in-progress, whether or not subject to patent,
trademark, copyright, trade secret, or mast work
protection, and whether or not reduced to practice,
which are made, created, authored, conceived or reduced
to practice by Employee, either alone or jointly with
others, during the period of employment with the
Company and for one year following the termination of
Employee's employment with the Company which (1) relate
to the actual or anticipated business, activities,
research, or investigations of the Company, or (2)
result from or is suggested by work performed by
Employee for the Company (whether or not made or
conceived during normal working hours or on the
premises of the Company), or (3) which result, to any
extent, from use of the Company's premises or property.
B. WORK FOR HIRE: Employee expressly acknowledges that all
copyrightable aspects of the Inventions are to be
considered "works made for hire" within the meaning the
Copyright Act of 1976, as amended (the "Act"), and that
the Company is to be "author" within the meaning of
such Act for all purposes. All such copyrightable
works, as well as all copies of such works in whatever
medium fixed or embodied, shall be owned exclusively by
the Company as of its creation, and Employee hereby
expressly disclaims any and all interest in any of such
copyrightable works and waives any right of DROIT
MORALE or similar rights.
C. ASSIGNMENT: Employee acknowledges and agrees that all
Inventions constitute trade secrets of the Company or
the member of the Company, as applicable, and shall be
the sole property of the Company, as applicable or any
other entity designated by the Company. In the event
that title to any or all of the Inventions or any part
or element thereof, may not, by operation of law, vest
in the Company, as applicable, or such Inventions may
be found as a matter of law not to be "works made for
hire" within the meaning of the Act, Employee hereby
conveys and irrevocably assigns to the Company, as
applicable, without further consideration, all his
right, title and interest throughout the universe and
in perpetuity, in all Inventions and all copies of
them, in whatever medium fixed or embodied, and in all
written records, graphics, diagrams, notes, or reports
relating thereto in Employee's possession or under his
control, including, with respect to any of the
foregoing, all rights of copyright, patent, trademark,
trade secret, mask work, and any and all other
proprietary rights therein, the right to modify and
create derivative works, the right to invoke the
benefit of any priority under any international
convention and all rights to register and renew same.
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D. PROPRIETARY NOTICES; NO FILINGS; WAIVER OF MORAL
RIGHTS: Employee acknowledges that all Inventions shall
at the sole option of the Company bear the Company's
patent, copyright, trademark, trade secret, and mask
work notices. Employee agrees not to file any patent,
copyright, or trademark applications relating to any
Invention, except with prior written consent of an
authorized representative of the Company. Employee
hereby expressly disclaims any and all interest in any
Inventions and waives any right of DROIT MORALE or
similar rights, such as rights of integrity or the
right to be attributed as the creator of the Invention.
E. FURTHER ASSURANCE: Employee agrees to assist the
Company, or any party designated by the Company,
promptly on the Company's request, whether before or
after the termination of employment, however such
termination may occur, in perfecting, registering,
maintaining, and enforcing, in any jurisdiction, the
Company's rights in the Inventions by performing all
acts and executing all documents and instruments deemed
necessary or convenient by the Company, including, by
way of illustration and not limitation:
1. Executing assignments, applications, and other
documents and instruments in connection with (a)
obtaining patents, copyrights, trademarks, mask
works, or other proprietary protections for the
Inventions and (b) confirming the assignment to the
Company of all right, title, and interest in the
Inventions or otherwise establishing the Company's
exclusive ownership rights therein.
2. Cooperating in the prosecution of patent,
copyright, trademark and mask work applications, as
well as in the enforcement of the Company's rights
in the Inventions, including, but not limited to,
testifying in court or before any patent,
copyright, trademark or mask work registry office,
or any other administrative body.
Employee will be reimbursed for all out-of-pocket
costs incurred in connection with the foregoing, if
such assistance is requested by the Company after
the termination of employment. In addition, to the
extent that, after the termination of employment
for whatever reason, Employee's technical expertise
shall be required in connection with the
fulfillment of the aforementioned obligations, the
Company will compensate Employee at a reasonable
rate for the time actually spent by Employee at the
Company's request rendering such assistance.
F. POWER OF ATTORNEY: Employee hereby irrevocably appoints
the Company to be his Attorney-in-Fact in his name and
on his behalf to execute any document and to take any
action and generally to use his name for the purpose of
giving to the Company the full benefit of the
assignment provisions set forth above.
G. CONSENT TO USE OF NAME: The Company reserves the right
(but shall not have the obligation) to publicize
Employee's name and background in connection with the
marketing of the Inventions or the enforcement of the
Company's rights therein. Employee is responsible for
supplying to the Company his resume or curriculum vitae
for such purposes. Employee agrees that the Company
shall have the sole control over the type style, type
size, or placement of his name on any materials, or
over the final content of any biography used in said
material.
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H. DISCLOSURE OF INVENTIONS: Employee will make full and
prompt disclosure to the Company of all Inventions
subject to assignment to the Company, and all
information relating thereto in Employee's possession
or under his control as to possible applications and
use thereof.
I. NO VIOLATION OF THIRD PARTY RIGHTS: Employee
represents, warrants, and covenants that he:
1. will not, in the course of employment, infringe
upon or violate any proprietary rights of any third
party (including, without limitation, any third
party confidential relationships, patents,
copyrights, mask works, trade secrets, or other
proprietary rights);
2. is not a party to any conflicting agreements with
third parties which will prevent him from
fulfilling the terms of employment and the
obligations of this Agreement;
3. does not have in his possession any confidential or
proprietary information or documents belonging to
others and will not disclose to the Company, use,
or induce the Company to use, any confidential or
proprietary information or documents of others; and
4. agrees to respect any and all valid obligations
which he may now have to prior employers or to
others relating to confidential information,
inventions, or discoveries which are the property
of those prior employers or others, as the case may
be.
Employee has supplied or shall promptly supply to
the Company a copy of each written agreement to
which Employee is subject (other than any agreement
to which the Company is a party) which includes any
obligation of confidentiality, assignment of
Inventions, or non-competition.
Employee agrees to indemnify and save harmless the
Company from any loss, claim, damage, costs or
expenses of any kind (including without limitation,
reasonable attorney's fees) to which the Company
may be subjected by virtue of a breach by Employee
of the foregoing representations, warranties, and
covenants.
J. OBLIGATIONS UPON TERMINATION: In the event of any
termination of his employment, for whatever reason,
Employee will promptly (1) deliver to the Company all
physical property, discs, documents, notes, printouts,
and all copies thereof and other materials in
Employee's possession or under Employee's control
pertaining to the business of
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the Company, including, but not limited to, those
embodying or relating to the Inventions and the
Confidential Information (as defined in Sections 7 and
12.A. herein), (2) deliver to the Company all notebooks
and other data relating to research or experiments or
other work conducted by Employee in the scope of
employment or any Inventions made, created, authored,
conceived, or reduced to practice by Employee, either
alone or jointly with others, and (3) make full
disclosure relating to any Inventions.
If Employee would like to keep certain property, such
as material relating to professional societies or other
non-confidential material, upon the termination of
employment with the Company, he agrees to discuss such
issues with the Company. Where such a request does not
put Confidential Information of the Company at risk,
the Company will customarily grant the request.
Upon termination of employment with the Company,
Employee's obligations under this Section 12 shall
survive and the Employee shall, if requested by the
Company, reaffirm Employee's recognition of the
importance of maintaining the confidentiality of the
Company's Confidential Information and reaffirm all of
the Employee's obligations set forth in this Section
12.
13. LIFE INSURANCE: The Company may, in its sole discretion, purchase
such life insurance policies as it deems necessary or
appropriate, naming Employee as the insured and the Company as
beneficiary. Employee hereby agrees to submit to any reasonable
medical examination required for the purchase of such insurance.
14. NOTICES: Any notices to be given hereunder by either party to the
other shall be in writing and may be transmitted by personal
delivery or by certified mail, return receipt requested. Mailed
notices shall be addressed to the parties as follows:
If notice is to the Company, to:
AVTEAM, Inc.
Miramar Park of Commerce
0000 Xxxxxxxxx Xxx
Xxxxxxx, Xxxxxxx 00000
Attention: President
with copy to:
Xxxxx & XxXxxxxx
000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxx, Xxxxxxx 00000
Attention: Xxxx X. Nation, Esq.
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If notice is to Employee, to:
Xxx XxXxxxxxx
00000 X.X. 00xx Xx.
Xxxxxxxx Xxxxx, XX 00000
Either party may change its address by written notice in
accordance with this Section 14. Notices delivered personally
shall be deemed communicated as of the dates of actual receipt;
mailed notices shall be deemed communicated as of forty-eight
(48) hours after the date of mailing.
15. ARBITRATION: Any controversy between the parties involving the
construction or application of any of the terms, provisions or
conditions of this Agreement or in any way connected with
Employee's employment with the Company, including, but not
limited to, breach of this Agreement, termination or discharge,
claims of age, gender, race or disability discrimination, sexual
harassment or civil rights violations shall, within thirty (30)
days of the written notice to the other party, be submitted to
final and binding arbitration as follows:
A. The arbitration shall be held in Miami, Florida
B. The arbitration shall be conducted by one arbitrator, who is
a member of the American Arbitration Association ("AAA") and
in accordance with the rules of the AAA then in effect,
subject to the specific exceptions set out in Subsection
15.C., unless both parties agree otherwise. The arbitrator
shall be chosen from a panel of persons with knowledge of an
experience in employment and employment law issues.
C. Notwithstanding any rule of the AAA to the contrary, (1) the
parties shall be entitled to conduct discovery (i.e.,
investigation of facts through deposition and other means)
which shall be governed by the Florida Rules of Civil
Procedure then in effect; (2) the arbitrator shall have all
power and authority relating to such discovery as are allowed
under the Florida Rules of Civil (3) the arbitrator shall
apply Florida substantive law; (4) at the election and at the
expense of either party, a Court Reporter may record the
hearing and such recording will be the official record of the
proceeding; and (5) the arbitrator shall specify the basis
for, and the type of damage award, if any, entered.
D. The arbitrator's authority to order discovery and enter
judgement shall be final and binding. It may be enforced
through an order of a court of competent jurisdiction. Such
judgement may be reviewed by a court only on the grounds of
bias, improper conduct of the arbitrator, abuse of
discretion, or violation of public policy.
Notwithstanding the foregoing agreement to arbitrate, either
party may apply to any court of competent jurisdiction for
temporary restraining orders, preliminary injunctions,
permanent injunctions, or other extraordinary relief, to
remedy any actual or threatened unauthorized disclosure of
confidential information or unauthorized use, copying,
marketing, or distribution of confidential information. Such
application shall be made before the arbitrator is appointed
and assumes his or her responsibilities. The seeking of
injunctive relief shall not operate to prejudice the rights
of the parties to arbitrate their disputes.
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16. ATTORNEYS' FEES AND COSTS: If either party fails to perform its
respective obligations under this Agreement, and the other party
is thereby required to incur attorneys' fees or other fees or
costs, including but not limited to the costs of arbitration, the
party so incurring such fees and costs shall be entitled to the
payment of those fees and costs by the breaching party.
17. ENTIRE AGREEMENT: This Agreement supersedes any and all other
agreements, either oral or in writing, between the parties hereto
with respect to the employment of Employee by the Company and
contains all of the covenants and agreements between the parties
with respect to that employment in any manner whatsoever. Each
party to this Agreement acknowledges that no representations,
inducements, promises, or agreements, oral or written, have been
made by any party, or anyone acting on behalf of any party, which
are not embodied herein, and that no other agreement, statement,
or promise not contained in this Agreement shall be valid or
binding on either party.
18. MODIFICATIONS: Any modification of this Agreement shall be
effective only if it is in writing and signed by both parties.
19. EFFECT OF WAIVER: The failure of either party to insist on strict
compliance with any of the terms, covenants, or conditions of
this Agreement by the other party shall not be deemed a waiver of
that term, covenant, or condition, nor shall any waiver or
relinquishment of any right or power at any one time or times be
deemed a waiver or relinquishment of that right or power for all
or any other times.
20. PARTIAL INVALIDITY: If any provision of this Agreement is held by
a court of competent jurisdiction to be invalid, void, or
unenforceable, the remaining provisions shall nevertheless
continue in full force without being impaired or invalidated in
any way, unless such partial invalidity materially affects the
intent of the parties.
21. GOVERNING LAW: This Agreement shall be governed by and construed
in accordance with the laws of the State of Florida.
22. ASSIGNABILITY: The rights and duties of either party hereunder
shall not be assignable by either party, except that this
Agreement and all rights and obligations hereunder may be
assigned by the Company to, and be assumed by, any corporation or
other business entity which succeeds to all or substantially all
of the assets and business of the Company through merger,
consolidation, acquisition of assets, or other corporate
reorganization.
23. SURVIVAL: The covenants, agreements, representations and
warranties contained in or made pursuant to this Agreement shall
survive Employee=s termination of employment irrespective of any
investigation made by or on behalf of any party.
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IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the day and year first above written.
AVTEAM, INC.
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
President and Chief Executive Officer
EMPLOYEE:
/s/ Xxx Xxxxxxxxx
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Xxx XxXxxxxxx
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