FORM OF EMPLOYMENT AGREEMENT
This Agreement is made and entered into as of July 10,
1995, between AIR METHODS CORPORATION, a Delaware corporation
(the "Company"), and Xxxxx Xxxx (the "Executive").
RECITALS
The Company desires to employ the Executive as Chief
Financial Officer, Secretary and Treasurer, and the Executive
desires to be employed by the Company, upon the terms and
conditions set forth in this Agreement.
In consideration of the mutual promises contained
herein, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
AGREEMENT
1. Employment; Position; Term. The Company hereby
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employs the Executive, and the Executive hereby accepts
employment with the Company, in the capacity of Chief Financial
Officer, Secretary and Treasurer. Subject to Section 4, the term
of the Executive's employment under this Agreement shall be for
one (1) year, beginning July 10, 1995. The term of this
Agreement shall be extended for successive one-year periods on
July 10 of each year beginning July 10, 1996, unless on or before
May 10, prior to any such renewal date the Company or the
Executive provides written notice to the other of its intention
not to renew.
2. Duties, Responsibilities and Authority. In his
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capacity as Chief Financial Officer, Secretary and Treasurer, the
Executive shall have primary responsibility for maintenance of
the Company's books and records including, without limitation,
its financial and general corporate records, and shall perform
such other duties as are prescribed by applicable law and the
Company's bylaws for the offices which the Executive shall hold
pursuant to this Agreement, all of which duties shall be
conducted in accordance with policies established by the
Company's board of directors (the "Board"). In his capacity as
Chief Financial Officer, Secretary and Treasurer, the Executive
shall report to the Chief Operating Officer and be subject to the
additional direction and control of the Board and the Company's
Chairman and Chief Executive Officer. The Executive shall devote
his full professional and managerial time and effort to the
performance of his duties as Chief Financial Officer, Secretary
and Treasurer of the Company and he shall not engage in any other
business activity or activities which, in the mutual judgment of
the Executive and the Board, do, in fact, conflict with the
performance of his duties under this Agreement.
3. Compensation.
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(a) Salary. For services rendered under this
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Agreement, the Company shall pay the Executive a salary of
$90,000 per annum beginning July 10, 1995.
(b) Annual Review. The Executive's salary will
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not be reviewed during the initial one-year term of the
Agreement. The Executive's first salary review shall be for the
period ending July 9, 1996, and, as appropriate, his salary shall
be adjusted effective July 10, 1996 and shall be reviewed
annually thereafter during the term of this Agreement.
(c) Stock Options. The Executive may participate
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in stock option programs of the Company in accordance with the
policies applicable to other officers of the Company, upon such
terms as the administrators of such programs in their discretion
determine.
(d) Benefits and Vacation. The Executive shall
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be eligible to participate in such insurance programs (health,
disability, or life) or such other health, dental, retirement, or
similar employee benefits programs as the Board may approve, on a
basis comparable to that available to other officers and
executive employees of the Company. The Executive shall be
entitled to three (3) weeks of paid vacation during the first
full year of employment, and the Executive shall be entitled to
four (4) weeks of paid vacation per year in the second and
subsequent years of employment. Vacation time may be accumulated
for one (1) year beyond the year for which it is accrued and used
any time during such year, but any vacation time not used during
such additional year shall be forfeited. The value of any
accrued but unused vacation time shall be paid in cash to the
Executive upon termination of his employment for any reason.
(e) Reimbursement of Expenses. The Company shall
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reimburse the Executive for all reasonable out-of-pocket expenses
incurred by the Executive in connection with the business of the
Company and in the performance of his duties under this Agreement
upon the Executive's presentation to the Company of an itemized
accounting of such expenses with reasonable supporting data.
4. Termination. Either party may terminate the
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Executive's employment under this Agreement, without cause, upon
ninety (90) days' written advance notice to the other party, but
subject to the provisions of Section 7 hereof. The Company may
terminate the Executive's employment for "Cause" (as hereinafter
defined) immediately upon written notice stating the basis for
such termination. "Cause" for termination of the Executive's
employment shall only be deemed to exist if the Executive has
breached this Agreement and if such breach continues or recurs
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more than 30 days after notice from the Company specifying the
action which constitutes the breach and demanding its
discontinuance, exhibited willful disobedience of reasonable
directions of the Board, or committed gross malfeasance in
performance of his duties hereunder or acts resulting in an
indictment charging the Executive with the commission of a
felony; provided that the commission of acts resulting in such an
indictment shall constitute Cause only if a majority of the
directors who are not also subject to any such indictment
determine that the Executive's conduct has substantially
adversely affected the Company or its reputation. A material
failure to perform his duties hereunder that results from the
disability of the Executive shall not be considered Cause for his
termination.
5. Disability. If the Executive shall be prevented
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by illness, accident, or other incapacity from properly
performing his duties hereunder (and, if required by the Company
upon the furnishing of evidence satisfactory to the Company of
such disability), the Company shall, during the continuance of
his disability but only for the remaining term of this Agreement,
pay the Executive his compensation payable under the provisions
of Section 3 (above) and continue to provide the Executive all
other benefits provided hereunder. As used herein, the term
"disability" shall mean the complete and total inability of the
Executive, due to illness, physical or comprehensive mental
impairment to substantially perform all of his duties as
described herein for a consecutive period of thirty (30) days or
more.
6. Death. In the event of the death of the
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Executive, except with respect to any benefits which have accrued
and have not been paid to the Executive hereunder, the provisions
of this Employment Agreement shall terminate immediately.
However, the Executive's estate shall have the right to receive
compensation due to the Executive as of and to the date of his
death and, furthermore, to receive an additional amount equal to
one-twelfth (1/12) of the Executive's annual compensation then in
effect as specified in Section 3, above.
7. Severance Pay. In the event that the Executive's
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employment is terminated by the Company other than for Cause,
whether during or after the term of this Agreement, the Executive
shall be entitled to receive his then current compensation,
payable at the Company's regular payment intervals, for a period
of one year following the date of termination; provided, that if
any of such payments would (i) constitute a "parachute payment"
within the meaning of Section 280G of the Internal Revenue Code
of 1986 (the "Code") and (ii) but for this proviso be subject to
the excise tax imposed by Section 4999 of the Code (the "Excise
Tax"), the amount payable hereunder shall be reduced to the
largest amount which the Executive determines would result in no
portion of the payments hereunder being subject to the Excise
Tax. If the Executive voluntarily resigns his employment
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hereunder, or if his employment is terminated for Cause, the
Executive shall not be entitled to any severance pay or other
compensation beyond the date of termination of his employment.
8. Covenant Not to Compete. During the continuance
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of his employment by the Company and for a period of twenty-four
(24) months after termination of his employment, the Executive
shall not, anywhere in the United States, engage in any business
which competes directly or indirectly with the Company.
9. Trade Secrets and Confidential Information.
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During his employment by the Company, and for a period of five
years thereafter, the Executive shall not, directly or
indirectly, use, disseminate, or disclose for any purpose other
than for the purposes of the Company's business, any of the
Company's confidential information or trade secrets, unless such
disclosure is compelled in a judicial proceeding. Upon
termination of his employment, all documents, records, notebooks,
and similar repositories of records containing information
relating to any trade secrets or confidential information then in
the Executive's possession or control, whether prepared by him or
by others, shall be left with the Company or returned to the
Company upon its request.
10. Severability. It is the desire and intent of the
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parties that the provisions of Sections 8 and 9 shall be enforced
to the fullest extent permissible under the laws and public
policies applied in each jurisdiction in which enforcement is
sought. Accordingly, if any particular sentence or portion of
either Section 8 or 9 shall be adjudicated to be invalid or
unenforceable, the remaining portions of such section
nevertheless shall continue to be valid and enforceable as though
the invalid portions were not a part thereof. In the event that
any of the provisions of Section 8 relating to the geographic
areas of restriction or the period of restriction shall be deemed
to exceed the maximum area or period of time which a court of
competent jurisdiction would deem enforceable, the geographic
areas and times shall, for the purposes of this Agreement, be
deemed to be the maximum areas or time periods which a court of
competent jurisdiction would deem valid and enforceable in any
state in which such court of competent jurisdiction shall be
convened.
11. Injunctive Relief. The Executive agrees that any
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violation by him of the agreements contained in sections 8 and 9
are likely to cause irreparable damage to the Company, and
therefore agrees that if there is a breach or threatened breach
by the Executive of the provisions of said sections, the Company
shall be entitled to an injunction restraining the Executive from
such breach. Nothing herein shall be construed as prohibiting
the Company from pursuing any other remedies for such breach or
threatened breach.
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12. Miscellaneous.
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(a) Notices. Any notice required or permitted to
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be given under this Agreement shall be directed to the
appropriate party in writing and mailed or delivered, if to the
Company, to X.X. Xxx 0000, 0000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx
00000 or to the Company's then principal office, if different,
and if to the Executive, to X.X. Xxx 0000, 0000 Xxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxx 00000 or to the Company's then principal
office, if different.
(b) Binding Effect. This Agreement is a personal
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service agreement and may not be assigned by the Company or the
Executive, except that the Company may assign this Agreement to a
successor by merger, consolidation, sale of assets or other
reorganization. Subject to the foregoing, this Agreement shall
be binding upon and inure to the benefit of the parties hereto
and their respective successors, assigns, and legal
representatives.
(c) Amendment. This Agreement may not be amended
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except by an instrument in writing executed by each of the
parties hereto.
(d) Applicable Law. This Agreement is entered
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into in the State of Colorado and for all purposes shall be
governed by the laws of the State of Colorado.
(e) Counterparts. This instrument may be
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executed in one or more counterparts, each of which shall be
deemed an original.
(f) Entire Agreement. This Agreement supersedes
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and replaces all prior agreements between the parties related to
the employment of the Executive by the Company.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written.
AIR METHODS CORPORATION
By: [FORM]
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Xxxxxx Xxxxxx, Chairman and
Chief Executive Officer
THE EXECUTIVE:
[FORM]
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Xxxxx Xxxx
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