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Exhibit 10.51
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is entered into as of
September 10, 1997, between Aero Support Holdings, Inc., a Delaware corporation,
having its principal place of business at 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000 (the "Company"), and Xxxxxxx Xxxxx, an individual (the "Employee").
W I T N E S S E T H :
WHEREAS, Aero Support USA Inc. ("Aero"), a New York corporation, and
the Employee, Zvi Bar-On and Xxxxxxxxx Xxxxxxxxx, the owners of all the
outstanding capital stock of Aero (the "Principals"), on the one hand, and
Xxxxxxxxx Industries, Inc. ("Xxxxxxxxx"), a Delaware corporation, having its
principal place of business at 00000 Xxxxxxxxx 0xx Xxxxxx, Xxxxxxx, Xxxxxxx
00000, and the Company, a wholly-owned subsidiary of Xxxxxxxxx, on the other
hand, have entered into a Purchase Agreement, dated as of September 10, 1997
(the "Purchase Agreement"), pursuant to which Xxxxxxxxx. has agreed to acquire,
through the Company, substantially all of the assets of Aero;
WHEREAS, the Employee is a principal executive of Aero with unique and
special skills, and as a material inducement to Xxxxxxxxx to enter into the
Purchase Agreement, the Employee has agreed to be employed by the Company
pursuant to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the Company and the Employee hereby agree as follows:
1. Definitions.
(a) The "Board" shall mean the Board of Directors of the Company.
(b) The "Effective Date" shall mean September 10, 1997.
(c) The "Employment Period" shall mean the period commencing on the
Effective Date and ending on the third anniversary of the Effective Date.
(d) The "Executive Committee" shall mean the Executive Committee of the
Board of Directors of Xxxxxxxxx.
(e) "GAAP" shall mean generally accepted accounting principles in the
United States as in effect from time to time.
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2. Employment Period. The Company hereby agrees to employ the Employee,
and the Employee hereby agrees to be employed by the Company, for the duration
of the Employment Period and pursuant to the other terms and conditions provided
herein. This Agreement shall terminate at the end of the Employment Period,
unless earlier terminated under Section 5 below.
3. Terms of Employment.
(a) Position and Duties. During the Employment Period the Employee
shall serve as an Executive Vice President of the Company. The Employee shall
perform such duties as the Board or Chief Executive Officer of the Company shall
from time to time determine, consistent with Employee's duties in respect of his
employment with the Company through the date hereof and with his position as an
Executive Vice President. In the performance of his duties, the Employee shall
comply with the stated policies of the Company.
(b) Relocation. The principal place of employment of the Employee shall
be the principal offices of the Company, which shall be maintained in New York
City until at least June 30, 1998. Following such date, the Company may relocate
the Employee to a location of Xxxxxxxxx in Florida, in which case, it shall
reimburse the Employee for reasonable moving expenses actually incurred up to
$10,000.
(c) Compensation.
(i) Base Salary. The Employee's annual salary (the "Salary") shall
be at the rate of $140,000 per annum, payable twice monthly, for the duration of
the Employee's employment hereunder. During the Employment Period, the
Employee's Salary may be reviewed and changed by the Board of Directors;
however, the Company shall not pay the Employee a Salary less than such amount
during the Employment Period.
(ii) Annual Company Bonus. Subject to paragraph (F) below, for each
calendar year commencing with the year ending December 31, 1998, during which
the Employee is employed by the Company:
(A) if Xxxxxxxxx has Net Income (as hereinafter defined) for such
year of an amount equal to Xxxxxxxxx'x target net income as determined in the
sole discretion of the Board of Directors of Xxxxxxxxx (or the Executive
Committee) for such year, which target shall be no higher than the target
established for Xxxxxxxxx'x other officers (the "Target"), the Employee shall be
entitled to a bonus in the amount equal to $100,000.
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(B) if Xxxxxxxxx has Net Income for such year more than the Target
and less than 150% of the Target, the Employee shall be entitled to a bonus as
calculated below:
B = $100,000 + [$100,000 x (NI-T)]
------
T
where:
B = the bonus earned in such year.
T = the Target for such year.
NI = the actual Net Income of Xxxxxxxxx. for such year as
determined in accordance with GAAP.
(C) if Xxxxxxxxx has Net Income for such year of 150% of the Target
or more, the Employee shall be entitled to a bonus of $150,000.
(D) if Xxxxxxxxx. has Net Income for such year of less than 50% of
the Target, the Employee shall not be entitled to a bonus.
(E) if Xxxxxxxxx has Net Income for such year of at least 50% of
the Target but less than the Target, the Employee shall be entitled to a bonus
as calculated below:
B = $100,000 - [$100,000 x 2 x(T-NI)]
------
T
where:
B = the bonus earned in such year.
T = the Target for such year.
NI = the actual Net Income of Xxxxxxxxx for such year as determined
in accordance with GAAP.
(F) for any calendar year regarding which the Employee is entitled
to a Bonus under the foregoing provisions of this clause (ii) but during which
year the Employee did not work the entire calendar year, the Employee shall be
entitled to a Bonus equal to the product of the Bonus, as calculated under the
foregoing provisions, multiplied by a fraction, the numerator of which is the
number of months during such calendar year that the Employee was employed with
the Company and the denominator of which is twelve. For purposes of calculating
the Bonus, if any, of Employee for the year ending December 31, 1998 (and for no
other purposes) the Employee shall be deemed to have commenced employment
hereunder on September 10, 1998.
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(d) Benefits. In addition to the compensation payable to the Employee
as set forth in Section 3(b) above, during the Employment Period the Employee
shall be eligible, if so determined in the sole discretion of the Board of
Directors of Xxxxxxxxx (or the Executive Committee), for similar health
insurance, pension plan, incentive, stock option grants, savings, welfare
(including without limitation medical and dental insurance) plans, practices,
policies and programs on or after the Effective Date applicable generally to
employees of Xxxxxxxxx or such plans, practices, policies and programs
applicable generally to employees of Aero prior to the Effective Date, or a
combination thereof. Exhibit A, annexed hereto, includes a list of those benefit
plans or programs applicable generally to employees of Xxxxxxxxx, and in which,
so long as such plans (as they may from time to time be amended, modified or
replaced) are maintained, the Employee shall be entitled to participate.
(e) Vacation. During the Employment Period, the Employee shall be
entitled to paid vacation in accordance with the policies and practices
applicable on or after the Effective Date to other officers of the Company,
provided that the Employee shall be entitled to a minimum of three (3) weeks of
paid vacation per full calendar year (pro rated if the Employee serves for less
than the full calendar year). Vacation accrued but unused at the end of a
calendar year may be carried over into the following calendar year or years,
provided that unused vacation days shall be accrued up to a maximum of six
weeks.
(f) Holidays and Sick Leave. The Employee shall be entitled to all
holidays' that are prescribed by the Company's policies and practices. The
Employee shall be entitled to 6 days paid sick leave per year. Unused sick leave
days may not be carried over to the following calendar year or years.
(g) Automobile. During the Employment Period, the Company shall make
available to the Employee an automobile similar to the automobiles currently
made available to other officers of Xxxxxxxxx with similar seniority, and the
Company shall pay or reimburse the Employee for all expenses of insurance,
maintenance and operation of such automobile, it being understood that the
Toyota Land Cruiser owned by the Company complies with the foregoing
specifications and the Company shall continue to make such automobile available
to Employee and pay the related expenses set forth above during the Employment
Period.
(h) Expenses. The Company shall pay or reimburse the Employee for
reasonable expenses incurred or paid by him during the Employment Period in the
performance of his services under this Agreement upon presentation of expense
statements or such other supporting information as may be required for other
officers of Xxxxxxxxx in accordance with Xxxxxxxxx'x policy.
(i) Life Insurance. The Company shall assume and maintain the life
insurance policy with The Equitable Life Assurance Society of the United States
on the life of the Employee in the amount of $1,000,000 and will pay the premium
on such policy during the Employment Period.
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4. Employee's Obligations and Representations; Indemnity.
(a) During the Employment Period, and excluding any periods of vacation
and sick leave to which the Employee is entitled, the Employee agrees to devote
substantially all of his attention and time during normal business hours to the
business and affairs of the Company and to perform faithfully and efficiently
the responsibilities assigned to the Employee by the Company.
(b) The Employee represents and warrants to the Company that there are
no agreements or arrangements, whether written or oral, in effect which would
prevent the Employee from rendering exclusive service to the Company during the
Employment Period. The Employee further represents, warrants and agrees with the
Company that as of the Effective Date he has not made and will not make during
the Employment Period any commitment or do any act in conflict with this
Agreement, or take any action that might divert from the Company any opportunity
which would be in the scope of any present or future business of the Company or
any subsidiary thereof.
(c) The Company shall indemnify and hold harmless the Employee from all
claims, losses, liabilities, damages and causes of action relating to or arising
out of the Employee's performance, duties and responsibilities to, for, or on
behalf of the Company to the extent provided by the Company's certificate of
incorporation and bylaws.
5. Termination.
(a) Death. This Agreement shall terminate automatically upon the
Employee's death. If the Employee's employment is terminated by reason of the
Employee's death, the Employee's legal representative shall be entitled to
receive (i) the Employee's full Salary through the last day of the month in
which his death occurs, payable as and when such Salary would otherwise have
been payable to the Employee, and (ii) an amount equal to the Employee's Annual
Company Bonus, pro rated through the date of the Employee's death in accordance
with Section 3(c)(ii)(F), payable when such bonus would otherwise have been paid
to the Employee.
(b) Disability. If the Company determines in good faith that the
Employee has a "disability" (as defined below), it may give the Employee written
notice of its intention to terminate the Employee's employment. In such event,
the Employee's employment with the Company shall terminate effective on the 30th
day after receipt by the Employee of such notice. No such notice of termination
by reason of disability shall be given until the Employee has experienced a
period of two consecutive months of disability and the disability is continuing.
The notice of termination shall not be effective if the Employee returns to
full-time performance of his duties prior to the expiration of the 30-day notice
period. For purposes of this Agreement, "disability" shall mean a physical or
mental condition which, two months after its commencement, is determined by a
physician selected by the Company to be a total and permanent condition which
substantially prevents Employee from performing the services to be
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provided by him hereunder. The Employee shall be entitled to all compensation
and benefits provided for under this Agreement during the two-month waiting
period for the disability determination and during the 30-day notice of
termination period. In the event that the Company provides long-term disability
benefits for the Employee, such benefits shall not commence until after the
employment of the Employee has been terminated and the Company has ceased paying
the Employee compensation pursuant to the foregoing sentence. If the Employee's
employment is terminated by reason of the Employee's disability, this Agreement
shall terminate without further obligations to the Employee or the Employee's
legal representatives under this Agreement, other than those obligations
accrued, earned or vested by the Employee as of the date of the termination,
including, without limitation, an amount equal to the Employee's Annual Company
bonus, pro rated through the date of termination in accordance with Section
3(c)(ii)(F), payable when such bonus would otherwise have been paid to the
Employee.
(c) Cause. During the Employment Period, the Company may terminate the
Employee's employment for "cause", as determined by Xxxxxxxxx'x Board of
Directors (or the Executive Committee) and as defined below. For purposes of
this Agreement, "cause" shall mean:
(i) an act or acts of fraud, embezzlement or any other act that
would constitute a felony under the laws of the state of New York taken by the
Employee;
(ii) repeated violations by the Employee of his obligations under
Section 4(a) of this Agreement which are not remedied within a reasonable period
of time after receipt of written notice from the Company of such violations or a
breach by the Employee of his representations or obligations under any of
Section 4(b), 6, 7 or 8 of this Agreement; or
(iii) the indictment of the Employee of a crime, where the Company
reasonably believes it would impair the Employee's ability to perform his
services under this Agreement.
If the Employee's employment is terminated for cause, this Agreement shall
terminate without further obligations to the Employee under this Agreement,
other than those obligations accrued, earned or vested by the Employee as of the
date of the termination. The Employee shall not be entitled to any Bonus in
respect of the year of termination in the event the Employee's employment is
terminated for cause pursuant to this Section 5(c).
(d) Involuntary Termination. Notwithstanding anything herein to the
contrary, the Company shall have the right, at any time upon notice to the
Employee, to terminate the Employment. If during the Employment Period the
Company terminates the Employee's employment other than for cause or disability
it shall be deemed to be an involuntary termination and the Company shall pay to
the Employee the following amounts:
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(i) to the extent not theretofore paid, the Company shall pay the
Employee's Salary through the date of such involuntary termination;
(ii) the Company shall pay the Employee an amount equal to the
Employee's Annual Company Bonus, pro rated through the date of such involuntary
termination in accordance with Section 3(c)(ii)(F), payable when such bonus
would otherwise have been paid to the Employee;
(iii) the Company shall pay the Employee on the date of such
involuntary termination an amount equal to one month of the Employee's Salary
for every 12 months that the Employee was employed under this Agreement; and
(iv) the Company shall pay cash in a lump sum as compensation for
any vacation days accrued but unused as of the date of termination to be paid
within 30 days of such involuntary termination.
(e) Good Reason. During the Employment Period, the Employee may
terminate his employment for "good reason" as defined below. For purposes of
this Agreement, "good reason" shall mean:
(i) the assignment to the Employee of any duties materially
inconsistent in any respect with Employee's position, duties and
responsibilities as set forth in Section 3(a) of this Agreement or any action by
the Company which materially results in a diminution in such position,
authority, duties or responsibilities, excluding for this purpose any isolated,
insubstantial and inadvertent action by the Company which is not taken in bad
faith and which is remedied by the Company promptly after receipt of notice
thereof given by the Employee; or
(ii) any failure by the Company to comply with any of the
provisions of Sections 3(b) through 3(h) of this Agreement regarding the
Employee's compensation, benefits, vacation, holidays and sick leave other than
an isolated, insubstantial and inadvertent action by the Company which is not
taken in bad faith and which is remedied by the Company promptly after receipt
of notice thereof given by the Employee; or
(iii) the Company requiring the Employee to be based at any office
or location other than that described in Section 3(b) of this Agreement, except
for travel reasonably required in the performance of Employee's
responsibilities.
In the event that the Employee terminates his employment for good reason as
defined in this Section 5(e), it shall be deemed to be an "involuntary
termination" as set forth in Section 5(d) above and the Employee shall be
entitled to (i) all payments and obligations set forth in Sections 5(d)(i)
through 5(d)(iv) of this Agreement as if the Employee's employment had been
involuntarily terminated.
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(f) Voluntary Termination. The Employee agrees to provide the Company
with 15 days notice prior to voluntarily terminating his employment (other than
for "good reason" as defined in Section 5(e) above). At the end of such 15-day
period, this Agreement shall terminate automatically and the Company shall have
no further obligations to the Employee under this Agreement, other than those
obligations accrued, earned or vested by the Employee as of the date of the
termination. The Employee shall not be entitled to any Bonus in respect of the
year of termination in the event the Employee's employment is terminated
pursuant to this Section 5(f).
(g) Additional Payments under Purchase Agreement. Anything contained in
this Agreement to the contrary notwithstanding, the termination of this
Agreement for any reason, whether pursuant to the terms and conditions of this
Agreement or otherwise at law or in equity, prior to its expiration by its terms
shall not affect the Employee's right to receive and retain all Additional
Payments to which he is entitled under the Purchase Agreement, except to the
extent specifically set forth therein.
6. Confidentiality.
(a) Acknowledgement and Purposes. The Employee acknowledges that, with
respect to Aero, he has learned, developed and had access to, and with respect
to the Company and Xxxxxxxxx during the Employment Period, he will learn,
develop and have access to Confidential Information relating to the business and
affairs of the Company and Xxxxxxxxx. As used in this Agreement, "Confidential
Information" shall mean all trade secrets and other confidential information
concerning the business and affairs of Aero, the Company and Xxxxxxxxx
including, without limitation, information regarding the operations, future
plans, projected and historical sales, marketing, costs, production, growth and
distribution, any customer lists, customer information, information relating to
governmental relations, information relating to the products or services,
whether patentable or not.
The Company, Aero and Xxxxxxxxx are engaged in a highly competitive
business; their competitive position depends in great measure upon the ability
to develop or acquire and maintain the confidentiality of Confidential
Information; and they may have expended and are likely to continue to expend
considerable efforts and resources in the development or acquisition of
Confidential Information. Based upon the foregoing, the Employee recognizes that
the unauthorized disclosure of Confidential Information in violation of the
terms hereof is likely to result in serious and irrevocable harm to the Company,
Aero and Xxxxxxxxx.
(b) Restrictions on the Use of Confidential Information. The Employee
agrees and covenants as follows:
(i) All documents and other materials made or compiled by or made
available to the Employee prior to the date hereof by Aero or during the
Employment Period by the Company and Xxxxxxxxx and any copies thereof, whether
or not' containing Confidential Information, are and shall be the property of
the Company and
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Xxxxxxxxx, respectively and shall, at the request of the Company or Xxxxxxxxx,
be delivered to the Company or Xxxxxxxxx by the Employee immediately upon the
conclusion of his engagement as an Employee. Except as required in connection
with the services to be performed hereunder, the Employee agrees not to remove
from the Company's premises, without permission, any and all papers or drawings
belonging to the Company, including those prepared or worked on by him. The
Employee will treat as trade secrets all Confidential Information acquired by
him prior to the date hereof with respect to Aero or during the Employment
Period with respect to the Company and Xxxxxxxxx, and shall not at any time use
any Confidential Information for his own benefit nor disclose it or any part of
it to any other person, firm or corporation not connected with the Company (i)
without the prior written consent of the Company or (ii) unless such disclosure
is required by law or in response to a legal order or (iii) unless such
Confidential Information has become generally available to the public other than
through the breach the Employee of the terms hereof.
(ii) All ideas, reports, and other creative works conceived by the
Employee during the Employment Period and relating to Confidential Information,
shall be disclosed to the Company and shall be the sole property of the Company.
7. Non-Competition. The Employee agrees that (a) during the Employment
Period and (b) unless the employment is terminated under Section 5(d) or 5(e),
for two (2) years thereafter (or, in the case of termination under Section 5(d)
or 5(e), for 6 months thereafter) he will not, anywhere in the world, directly
or indirectly, engage or participate or make any financial investments in or
become employed by or render advisory or other services to or for any person,
firm or corporation, or in connection with any business activity which directly
or indirectly is in competition with any of the business operations or
activities of the Company or Xxxxxxxxx as of the date of termination of his
employment, or of the Company, Xxxxxxxxx or Aero for any time prior thereto.
Nothing herein contained, however, shall restrict the Employee from making any
investments in any company (but without otherwise participating in the
activities of such company) whose stock is listed on a national securities
exchange or actively traded in the over-the-counter market, as long as such
investment does not give him the right to control or influence the policy
decisions of any such business or enterprise which is or might be directly or
indirectly in competition with any of such business operations or activities of
the Company or Xxxxxxxxx.
Termination of this Agreement or the provisions of this Section 7 shall
in no way affect or diminish the obligations of the Employee pursuant to the
non-competition requirements contained in the Purchase Agreement.
8. Restriction on Solicitation. The Employee agrees that (a) during
the Employment Period and (b) unless the employment is terminated under Section
5(d) or 5(e), for two (2) years thereafter (or, in the case of termination under
Section 5(d) or 5(e), for 6 months thereafter) he will not:
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(i) directly or indirectly solicit, raid, entice or induce any
employee of the Company or Xxxxxxxxx to become an employee of any person, firm
or corporation which is, directly or indirectly, in competition with the
business or activities of Aero, the Company or Xxxxxxxxx;
(ii) directly or indirectly approach any such employee for these
purposes;
(iii) authorize or knowingly approve the taking of such actions by
other persons on behalf of any such person, firm or corporation, or assist any
such person, firm or corporation in taking such action; or
(iv) directly or indirectly solicit, raid, entice or induce any
person, firm or corporation who or which on the date hereof is, or at the time
during his employment with the Company or Xxxxxxxxx shall be, a customer of the
Company or Xxxxxxxxx to become a customer for the same or similar products which
it purchased from the Company or Xxxxxxxxx, of any other person, firm or
corporation, and the Employee shall not approach any such customer for such
purpose or authorize or knowingly approve the taking of such actions by any
other person.
9. Remedies. The Employee hereby acknowledges that in the event of a
breach or threatened breach by him of the provisions of Section 6, 7 or 8 of
this Agreement, the Company or Xxxxxxxxx would suffer irreparable harm for which
there would be no adequate remedy at law. Accordingly, the Employee agrees that
in such event, in addition to any other remedies which the Company or Xxxxxxxxx
may have in law or in equity for money damages or other relief, the Company or
Xxxxxxxxx shall be entitled to temporary and/or injunctive relief, without the
necessity of proving damages, to enforce the provisions hereof.
10. Successors. This Agreement is personal to the Employee and without
the prior written consent of the Company shall not be assignable by the
Employee. The Company may assign its rights and obligations hereunder, provided
that the Company will require the assignee to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform if no such assignment had taken place.
11. Binding Arbitration. In the event that the Company and the Employee
cannot agree on an interpretation of any provision of this Agreement, or in the
event that either of the parties fails to make any payments or otherwise fulfill
any obligations required by the terms of this Agreement, the Company and the
Employee agree to resolve any such dispute through arbitration in Broward
County, Florida, under the rules then obtaining of the American Arbitration
Association in the State of Florida.
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12. Miscellaneous.
(a) This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
(b) The captions of this Agreement are not part of the provisions
hereof and shall have no force or effect. This Agreement may not be amended or
modified otherwise than by a written agreement executed by the parties hereto or
their respective successors and legal representatives.
(c) All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been given if sent by facsimile
transmission, delivered by overnight or other carrier service, or mailed,
certified first class mail, postage prepaid, return receipt requested, to the
parties hereto at the following addresses:
If to the Company, to:
Aero Support Holdings, Inc.
00 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Chief Executive Officer Telecopier:
If to the Employee, to:
Xxxxxxx Xxxxx
or to such other address as either party shall have furnished to the other in
accordance herewith.
(d) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.
(e) The Company may withhold from any amounts payable under this
Agreement such Federal, state, local or foreign taxes as shall be required to be
withheld pursuant to any applicable law or regulation.
(f) A party's failure to insist upon strict compliance with any
provision hereof shall not be deemed to be a waiver of such provision or any
other provision thereof.
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(g) This Agreement embodies the entire agreement between the Company
and the Employee and supersedes all prior agreements and understandings, oral or
written, with respect to the subject matter hereof.
(h) This Agreement has been duly authorized by all required action on
behalf of the Company, is a valid and binding obligation of the Company, is
enforceable against the Company in accordance with its terms, and does not
violate the Company's Certificate of Incorporation, by-laws, or any material
agreement to which the Company is a party or by which it may be bound, or any
laws or regulations applicable to the Company.
(i) This Agreement may be executed in counterparts, each of which shall
be deemed an original and all of which, together, shall constitute one and the
same instrument.
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IN WITNESS WHEREOF, the Employee has hereunto set his hand and,
pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.
AERO SUPPORT HOLDINGS, INC.
By: /S/ Zivi X. Xxxxxx
-------------------------------------
Zivi X. Xxxxxx
President
EMPLOYEE
/s/ Xxxxxxx Xxxxx
-----------------------------------------
Xxxxxxx Xxxxx
The undersigned, Xxxxxxxxx Industries, Inc., hereby guarantees all
payments and obligations of the Company and its assignees under this Agreement,
and hereby waives, to the extent permitted by applicable law, any circumstance
which might constitute a legal or equitable discharge, release or defense of a
guarantor or surety, or which might otherwise limit recourse against Xxxxxxxxx
(it being understood that the obligations of Xxxxxxxxx hereunder shall not be
discharged except by payment or performance as herein provided). Nothing herein
shall constitute a waiver by Xxxxxxxxx of any defense that the Company may have
as a result of a breach by the Employee of his obligations under the Employment
Agreement.
XXXXXXXXX INDUSTRIES, INC.
By: /S/ Zivi X. Xxxxxx
-------------------------------------
Zivi X. Xxxxxx
President
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Exhibit A
XXXXXXXXX INDUSTRIES, INC.
BENEFITS
(i) Automobile and related expenses of automobile insurance, maintenance
and operation
(ii) Fully paid medical and dental insurance
(iii) All business travel expenses:
(A) Employee may retain frequent flyer mileage and hotel points
(B) Employee may fly business class for international travel
(C) Employee may fly coach class for domestic travel but the
Company will pay for "upgrade stickers"
(iv) Participation in future employee stock option plans
(v) Cellular phones and related expenses
(vi) Participation in 401K plan, if any (anticipated for 1998)
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