AMENDMENT NO. 1 TO
RANGER AEROSPACE CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT
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August 31, 0000
Xxxxxx X. Xxxxx
000 Xxxxx Xxxxx Xxxx
Xxxxx, XX 00000
Re: Ranger Aerospace Corporation (the "Company")
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Amendment of Nonqualified Stock Option granted on March 7, 2000
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Dear Xxxxxx:
The Company is pleased to advise you that its Board of Directors has
amended your stock option dated March 7, 20000 (the "Option"), as provided
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below.
1. The definition of "Good Reason" set forth in Section 1 of your
Option is hereby deleted and replaced in its entirety with the following
definition:
"Good Reason" shall mean any of the following: (a) the Company reduces your
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base salary; (b) the Company assigns to you any duties inconsistent with your
duties or responsibilities as President and Chief Executive Officer of the
Company or changes your reporting responsibilities or title; (c) the Company or
any of its affiliates breaches any of the terms of this agreement or any other
agreement between the Company or any of its affiliates and you which breach is
not cured within fifteen (15) days of receipt by the Company of written notice
from you of such breach; (d) you are required by the Company to permanently
relocated your primary residence for purposes of your Employment with Aircraft
Service International Group, Inc. and in connection therewith you decide to move
your family to such residence; or (e) you elect to terminate your Employment
with Aircraft Service International Group, Inc. in connection with the
occurrence of a Change-in-Control as defined in that certain Amendment No.1 to
the Amended & Restated Aircraft Service International Group, Inc. Employment
Agreement of even date herewith by and between Aircraft Service International
Group, Inc. and you.
2. Except as explicitly amended hereby, your Option shall remain in
full force and effect and unamended.
3. This amendment to your Option shall be controlled, construed and
governed under the laws of the State of Delaware regardless of the fact that one
or more parties is now, or may become, residents of another state, and without
regard to any conflict of laws.
4. If any paragraph, clause or provision of this amendment to your
Option is or becomes illegal, invalid or unenforceable because of present or
future laws, rules or regulations of any governmental body, or become
unenforceable for any reason, the intention of the Company and you is that the
remaining parts of this amendment to your Option shall not be thereby affected.
5. This amendment to your Option may be executed in one or more
counterparts, each of which shall constitute an original but all of which
together shall constitute one and the same instrument.
Please execute the extra copy of this agreement to your Option in the space
below and return it to the Company's Secretary at its executive offices to
confirm your understanding and acceptance of the agreements contained in this
amendment to your Option.
Very truly yours,
Ranger Aerospace Corporation
By: ___________________________
Xxxxxxx X. Xxxxxx
President & CEO
The undersigned hereby acknowledges having read this amendment to his Plan
and hereby agrees to be bound by all provisions set forth herein.
Dated as of OPTIONEE
August 31, 2000
___________________________________
Xxxxxx X. Xxxxx
Agreed and Accepted:
XXXX XXXXXXX MUTUAL LIFE
INSURANCE COMPANY
By: __________________________
Name: ________________________
Title: _________________________
CIBC WOOD GUNDY VENTURES, INC.
By: __________________________
Name: ________________________
Title: _________________________
