EXHIBIT 10.2
EMPLOYMENT AGREEMENT
This Employment Agreement is made and effective this 1st day of June of
1998 between AVTEAM, Inc., a Florida corporation ("Company"), and Xxxx Xxxxxxx
("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 Chief
Financial Officer, Treasurer, and Assistant Secretary and be
responsible for overseeing the preparation of financial
statements, budgets, forecasts, and external filings. Employee
will coordinate reviews/audits, assist in company strategic
planning, establish and monitor internal controls, coordinate
banking matters, and perform other duties consistent with this
position.
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 one (1) year following termination of
Employee's employment with the Company if Employee
resigns during the term hereof or nine (9) months
following termination of Employees 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 $130,000 ("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.
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. Employee
shall also be reimbursed for professional memberships and CPE
course requirements to maintain his CPA license.
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 obligations under this
Agreement, suspend Employee from the performance of his
duties
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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 nine (9) months
base salary (at Employee's then current base) plus
COBRA premiums for nine (9) months 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.
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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.
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.
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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 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
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with copy to:
Xxxxx & XxXxxxxx
000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxx, Xxxxxxx 00000
Attention: Xxxx X. Nation, Esq.
If notice is to Employee, to:
Xxxx Xxxxxxx
00000 X.X. 00xx Xxxxx
Xxxxx Xxxxxxx, Xxxxxxx 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.
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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.
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.
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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.
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
-----------------------------------------
Name: Xxxxxx X. Xxxx
Title: President and Chief Executive Officer
EMPLOYEE:
By: /s/ Xxxx Xxxxxxx
-----------------------------------------
Name: Xxxx Xxxxxxx
