SECOND AMENDMENT
SECOND
AMENDMENT
WHEREAS,
FBO
Air,
Inc., an Arizona corporation (the “Arizona FBO Air”), and Xxxxxx X. Xxxxxxxxx
(the “Executive”) entered into an Employment Agreement dated as of January 2,
2004 (the “Employment Agreement”);
WHEREAS,
pursuant
to an Agreement and Plan of Merger dated as of July 26, 2004 (the “Merger
Agreement”) the Arizona FBO Air was merged with and into FirstFlight, Inc., a
Nevada corporation then named Shadows Bend Development, Inc. (the “Company”),
and, pursuant to the Merger Agreement, the Company assumed all of the
obligations of the Arizona FBO Air pursuant to the Employment
Agreement;
WHEREAS,
the
Company and the Executive have heretofore executed the First Amendment effective
April 1, 2005 to the Employment Agreement; and
WHEREAS,
the
Company and the Executive have mutually determined to amend the Employment
Agreement as set forth in this Second Amendment;
NOW,
THEREFORE,
the
parties agree that following amendments shall replace the identified paragraphs
in the Employment Agreement as previously amended by the First Amendment
effective as of December 12, 2006 or as of the later date so
indicated:
3. Duties.
(a)
The
Executive is engaged, until the close of the meeting of the Board of Directors
of the Company held on December 12, 2006, as the President and Chief Executive
Officer of the Company, to oversee the operations of the Company; such specific
duties may be defined from time by the Board of Directors, but shall encompass
duties customary to the offices of President and/or Chief Executive
Officer.
(b)
Thereafter the Executive is engaged as the Vice Chairman of the Board, to
perform the following duties: (i) assisting the Chairman of the Board of the
Company with respect to corporate governance matters, such as (A) initiating
and
coordinating communications or other interactions with other members of the
Board of Directors, (B) managing directors’ meetings and, in cooperation with
the respective Chairman of the Board Committee, arranging for Committee
meetings; (C) coordinating the scheduling and conduct of stockholders’ meetings
and obtaining stockholders’ consents when authorized by the Board and (D)
developing and executing a program to send communications to stockholders on
an
annual and quarterly basis; (ii) building expertise to create ultimately an
internal investor relations capability for the Company and taking the lead
role
on behalf of the Company in working with the Company’s investment bankers and
other outside firms to be designated to improve investor and public relations
for the Company, particularly in the interim period before the Company has
its
own internal capabilities; (iii) with respect to the Company’s public reporting
obligations, (A) coordinating with the Chief Financial Officer of the Company
and its independent registered public accounting firm and its corporate counsel
the preparation and filing of all reports, statements and other documents
required by the Securities Exchange Act of 1934, as amended, the Securities
Act
of 1933, as amended, and all other applicable federal and state statutes, rules
and regulations, (B) developing and preparing, on an annual and quarterly basis,
in cooperation with the Chief Executive and Chief Financial Officers of the
Company, the Company’s disclosures with respect to Management Discussion and
Analysis and Compensation Discussion and Analysis as required by the rules
and
regulations of the Securities and Exchange Commission and (C) coordinating,
on
behalf of the Company and its subsidiaries, compliance with all of their legal
requirements and issues; (iv) assisting in implementing transactional matters
for the Company and its subsidiaries, including (A) working with the President
of the Company, other executive officers, investment bankers and other
designated consultants to identify, assess and structure potential acquisitions
and financial transactions, (B) implementing and coordinating all due diligence
efforts relating to the foregoing, (C) coordinating with outside counsel their
legal efforts on behalf of the Company and its subsidiaries and (D) taking
the
lead role on behalf of the Company in its relationships with its investment
banking firm(s) ; and (v) any other duties as may be assigned to the Executive
by the Board of Directors or the Chairman of the Board consistent with his
position as an executive officer of the Company and a member of its Board of
Directors.
(c)
The
Executive agrees to spend on the average at least two business days per week
at
the new corporate headquarters of the Company in Horseheads, New York and the
Company shall provide him with appropriate accommodations and reimbursement
for
his other away-from-home expenses.
3. Term.
The
term of the Executive’s employment under this Agreement (the “Term”)
will
begin on April 1, 2005 and will continue, subject to the termination provisions
set forth in paragraphs 11-13 below, until March 31, 2009; provided that this
Agreement will automatically renew for additional one-year periods unless either
party gives written notice to the other not to extend the Term not less than
90
days prior to then next upcoming expiration date.
4.
(a)
Base
Salary.
Commencing on April 1, 2005 and ending on December 31, 2006, the Executive
will
receive a salary at the annual rate of $175,000 and thereafter at annual rate
of
$125,000 (the “Base Salary”). The Base Salary shall be payable in equal
bi-weekly installments. The Board of Directors of the Company (or its
Compensation Committee) may increase the Base Salary at any time and from time
to time.
21. Notices.
Notices
shall be given to each of the parties hereto in writing at such address or
addresses as each party shall provide from time to time in writing to the other.
As of the date of this Second Amendment, such notices shall be
sent:
If
to the
Executive:
Xxxxxx
X.
Xxxxxxxxx
0
Xxxxxxxxx Xxxxx
Xxxxxx,
XX 00000
If
to the
Company:
FirstFlight,
Inc.,
Attn:
President and Chief Executive Officer
236
Sing
Sing Road
Elmira-Corning
Regional Airport
Xxxxxxxxxx,
XX 00000
The
parties have executed this Second Amendment as of this 27th
day of
March, 2007.
COMPANY: | EXECUTIVE: | ||
FIRSTFLIGHT, INC. | |||
Xxxxxxx X. Xxxxxxx |
Xxxxxx X. Xxxxxxxxx |
||
Chairman
of the Board
|
-2-