EXHIBIT 10.24
EXECUTIVE EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT ("Agreement") dated as of February 1, 2002 between
Worldwide Flight Services, Inc., a Delaware corporation, together with its
subsidiaries (the "Company") and Xxxx-Xxxxxxxx Gouedard (the "Executive"),
having a mailing address at 00000, Xxxxxxx Xxxx, Xxxxxx, Xxxxx 00000.
WHEREAS, the parties wish to establish the terms of Executive's future
employment with the Company.
Accordingly, the parties agree as follows:
1. Employment, Duties and Acceptance.
1.1 Employment by the Company. The Company shall employ the Executive
effective as of the first day he reports to work at the Company as agreed upon
by the Company and the Executive (the "Effective Date") (which date shall not be
later than February 1, 2002 to render exclusive and full-time services to the
Company. The Executive will serve in the capacity of President and Chief
Operating Officer of the Company and shall report to the Chief Executive
Officer, Vinci Airports. The Executive will perform such duties as are imposed
on the holder of that office by the By-laws of the Company and such other duties
as are customarily performed by one holding such positions in the same or
similar businesses or enterprises as those of the Company, including, but not
limited to, the responsibilities outlined in the "Position and Candidate
Specifications" attached hereto. The Executive will perform such other duties as
may be assigned to him from time to time by the President and Chief Operating
Officer, the Chief Executive Officer or the Board of Directors of the Company.
The Executive will devote all his full working-time and attention to the
performance of such duties and to the promotion of the business and interests of
the Company. This provision, however, will not prevent the Executive from
investing his funds or assets in any form or manner, or from acting as a member
of the board of directors of any companies, businesses, or charitable
organizations, so long as such actions do not violate the provisions of Section
5 of this Agreement.
1.2 Location. The Executive's principal place of employment shall be
the Company's headquarters located in the Dallas/Fort Worth, Texas area, subject
to any travel required in connection with providing services under this
Agreement.
1.3 Acceptance of Employment by the Executive. The Executive accepts
such employment and shall render the services described above.
2. Duration of Employment.
This Agreement and the employment relationship hereunder will continue
in effect for three (3) years from the Effective Date (the "Term"). At a time at
least three (3) months prior to the expiration of the Term, the Company and the
Executive shall discuss whether the Agreement should be renewed upon mutual
written agreement. In the event of the Executive's termination of employment
during the Term, the Company's obligation to continue to pay all base salary,
bonus and other benefits then accrued shall terminate except as may be provided
for in Section 4 of this Agreement.
3. Compensation by the Company.
3.1 Base Salary. As compensation for all services rendered pursuant to
this Agreement, the Company will pay to the Executive an annual base salary of
$144,000 after federal and state imposed deductions, payable in accordance with
the payroll practices of the Company and subject to upward adjustments as
determined by the Executive Committee (the "Committee") of the Company,
consistent with WFS policy ("Base Salary"). Minimum increase in any year will be
equal to the increase in the Consumer Price Index (CPI) for the previous year.
3.2. Bonus. The Executive shall receive an annual bonus of up to
$100,000 based on performance targets to be established annually by the
Committee and provided to the Executive in advance of the applicable year.
Additionally, the Executive shall receive a guaranteed annual bonus of $40,000
for the first year. Notwithstanding any provision contained herein to the
contrary, the payment of any bonuses pursuant to the Section 3.2 shall be
subject to the approval of the Committee of the Company, including, but not
limited to, the determination that all conditions contained in this Section 3.2
relating the bonuses have been met. Any bonus amount due to the Executive shall
be paid by the Company as soon as practical after the Committee has made its
determination.
3.4 Participation in Employee Benefit Plans. The Executive shall be
permitted, during the Term, if and to the extent eligible, to participate in any
group life, hospitalization or disability insurance plan, health program,
pension plan or similar benefit plan of the Company, which may be available to
other executives of the Company. The Company shall pay all applicable payroll
deductions based on the Executive's selected options in the Company's insurance
plans including contributory term life insurance equal to four times Base
Salary, as adjusted. In addition the company provides, as part of the benefits
plan, basic term life insurance equal to one times Base Salary, as adjusted.
3.6 Car Allowance. The Executive shall be entitled to the use of a
company owned vehicle.
3.7 School Tuition. The Company shall pay the ongoing cost of school
tuition for the Executive's dependents at Dallas International School.
3.8 Vacation. The Executive shall be entitled to twenty-five (25) days
of vacation per year.
3.9 Expense Reimbursement. During the Term, the Executive shall be
entitled to receive prompt reimbursement of all reasonable out-of-pocket
expenses properly incurred by him in connection with his duties under this
Agreement, including reasonable expenses of entertainment and travel, provided
that such expenses are properly approved, documented and reported in accordance
with the policies and procedures of the Company applicable at the time the
expenses are incurred.
3.10 Relocation Package. The Company shall offer to the Executive a
comprehensive relocation package designed to cover or reimburse the Executive
for all reasonable expenses associated with the Executive's move from Paris,
France to the Dallas/Fort Worth, Texas area.
4. Termination.
4.1 Termination Upon Death. If the Executive dies during the Term, the
Executive's legal representatives shall be entitled to receive payment of the
Executive's Base Salary, as adjusted, accrued bonus, unpaid vacation days and
any other earned or vested benefit set forth in Section 3 hereof for the period
ending on the last day of the month in which the death of the Executive occurs.
4.2 Termination Upon Disability. If during the Term the Executive meets
the requirements for physical or mental disability under the Company's long-term
disability plan and is eligible to receive benefits thereunder, the Company may
at any time prior to the Executive's recovery but after the last day of the
sixth consecutive month of such disability, by written notice to the Executive,
terminate the Executive's employment hereunder.
Additionally, in such event, the Executive (or his legal
representatives) shall be entitled to receive payment of the Executive's Base
salary, as adjusted, and accrued bonus, unpaid vacation days and any other
earned or vested benefit set forth in Section 3 hereof for the period ending on
the date such termination occurred. Nothing in this Section 4.2 shall be deemed
to in any way affect the Executive's right to participate in any disability plan
maintained by the Company and for which the Executive is otherwise eligible.
4.3 Termination for Cause. The Executive's employment hereunder may be
terminated by the Company for "Cause" (as herein defined) at any time. "Cause"
shall mean with respect to the Executive, (a) acts of dishonesty resulting or
intending to result in personal gain or enrichment at the expense of the
Company, (b) conviction of; or pleading guilty to a felony, not including any
vehicular driving offenses or (c) willfully engaging in a criminal act which is
materially detrimental to the Company's business, reputation, character or
standing. To the extent that an Executive is subject to a non-competition and
confidentiality agreement, breach of such non-competition and confidentiality
agreement, shall constitute Cause under the Agreement.
Upon termination for Cause hereunder, the Executive shall be entitled
to receive the Executive's Base Salary, as adjusted, other earned or vested
benefits set forth in Section 3 hereof and a pro rated bonus through the date of
termination.
4.4 Voluntary Termination. The Executive may upon at least thirty (30)
days prior written notice to the Company terminate employment hereunder.
(a) Upon a voluntary termination other than for Good Reason, the
Executive shall be entitled to receive payment of the Executive's Base Salary,
as adjusted, earned or vested benefits set forth in Section 3 hereof and a pro
rated bonus through the date of termination.
(b) Upon a voluntary termination for Good Reason, the Executive
shall be entitled to receive, (i) for a period of twelve months of such
termination, payment of his Base Salary, as adjusted, other earned or vested
benefits set forth in Section 3 hereof and accrued vacation days, (ii) a pro
rated annual bonus (ref. Section 3.2) to the date of termination and (iii) for
the period of twelve months after such voluntary termination for Good Reason,
the Company shall arrange to provide the Executive with Life, disability,
accident and group health insurance benefits substantially similar to those
which the Executive was receiving immediately prior to the notice of
termination. Benefits otherwise receivable by the Executive pursuant to this
provision (iii) shall be reduce to the extent comparable benefits are actually
received by the Executive during the period following the Executive's
termination, and any such benefits actually received by the Executive shall be
reported to the Company.
The term "Good Reason" shall mean: (1) a reduction in Base
Salary, as adjusted, or any agreed upon benefit under this Agreement without the
Executive's consent; provide, that the Company many at any time or from time to
time amend, modify, suspend or terminate any bonus, incentive compensation or
other benefit plan or program provided to the Executive for any reason and with
out the Executive's consent if such modification, suspension or termination is
consistent with similarly situated senior executive employees of the Company;
(2) a material change in the Executive's responsibilities, position, duties,
resources, benefits, reporting responsibilities or support personnel assigned
without his prior consent.
(c) In the event of a Change in Control, the Executive shall have
the right (by written notice to the Company within 10 business days of such
Change in Control) to terminate his employment with the Company upon his
election. In that event, the Executive shall be entitled to receive his Base
Salary and any other earned and vested benefit set forth in Section 3 hereof for
a period of 12 months from the date of termination and a pro rated bonus to the
date of termination. Such bonus shall be paid to the Executive at the time
bonuses are paid to other senior executive employees of the Company. For the
length of the period for which payments are made after termination pursuant to
this Section 4.4(c), the Company shall arrange to provide the Executive with
life, disability, accident and group health insurance benefits substantially
similar to those, which the Executive was receiving immediately prior to the
notice of termination. Benefits otherwise receivable by the Executive pursuant
to this provision (c) shall be reduce to the extent comparable benefits are
actually received by the Executive during the period following the Executive's
termination, and any such benefits actually received by the Executive shall be
reported to the Company.
The term "Change in Control" shall mean an event or series of
events in which (i) any persons who are not Stockholders of the Company, or
Affiliates of Stockholders, as of the Effective Date shall become the beneficial
owners of shares of the Company which represent fifty and one-tenth of one
percent (50.1%) or more of all classes of stock of the Company, except pursuant
to a public offering of securities of the Company or (ii) there shall occur a
sale or other disposition of all or substantially all of the assets of the
Company.
4.5 Termination by the Company Other Than For Cause.
(a) The Company may upon at least ninety (90) days prior written
notice to the Executive termination the Executive's employment hereunder for a
reason other than for Cause. If, prior to the expiration of the Agreement, the
Company terminates the Executive's employment for any reason other than Cause,
the Company shall pay to the Executive (i) for a period of twelve months of such
termination of employment, payment of his Base Salary, as adjusted other earned
or vested benefits set forth in Section 3 here of and accrued vacation days and
(ii) a pro rated bonus to the date of termination. Notwithstanding any provision
contained in the Plan to the contrary, in the event that the Company terminates
the Executive's employment other than for Cause, all Options granted under the
Plan that have
not become fully exercisable prior to the Executive's termination, shall become
fully vested and exercisable as of the date of termination and may be exercised
by the Executive for 3 months after termination (or such longer period as may be
provide under the Plan).
(b) For the length of the period of twelve months after any
termination pursuant to this Section 4.5, the Company shall arrange to provide
the Executive with life, disability, accident and group health insurance
benefits substantially similar to those, which the Executive was receiving
immediately prior to the notice of termination. Benefits otherwise receivable by
the Executive pursuant to this paragraph (b) shall be reduced to the extent
comparable benefits are actually received by the Executive during the period
following the Executive's termination, and any such benefits actually received
by the Executive shall be reported to the Company.
(c) Nothing contained in this Section 4.5 shall prevent the
Executive from receiving any and all benefits payable under any severance
benefit plan or program maintained by the Company to which the Executive is
entitled.
5. Restrictions and Obligations of the Executive.
5.1 Confidentiality. (a) During the course of the Executive's
employment by the Company, the Executive will have access to certain trade
secrets and confidential information relating to the Company which is not
readily available from sources outside the Company. The confidential and
proprietary information and, in any material respect, trade secrets of the
Company are among its most valuable assets, including but not limited to, its
customer and vendor lists, database, engineering, computer programs, frameworks,
models, its marketing programs, its sales, financial, marketing, training and
technical information, and any other information, whether communicated orally,
electronically, in writing or in other tangible forms concerning how the Company
creates, develops, acquires or maintains its products and marketing plans,
targets its potential customers and operates its retail and other businesses.
The Company invested, and continues to invest, considerable amounts of time and
money in its process, technology, know-how, obtaining and developing the
goodwill of its customers, its other external relationships, its data systems
and data bases, and all the information described above (hereinafter
collectively referred to as "Confidential Information"), and any
misappropriation or unauthorized disclosure of Confidential Information in any
form would irreparably harm the Company. The Executive acknowledges that such
Confidential Information constitutes valuable, highly confidential, special and
unique property of the Company. The Executive shall hold in a fiduciary capacity
for the benefit of the Company all Confidential Information relating to the
Company and its business, which shall have been obtained by the Executive during
the Executive's employment by the Company and which shall not be or become
public knowledge (other than by acts by the Executive or representatives of the
Executive in violation of this Agreement). Except as required by law or an order
of a court or governmental agency with jurisdiction, the Executive shall not,
during the period the Executive is employed by the Company or at any time
thereafter, disclose any Confidential Information, directly or indirectly, to
any person or entity for any reason or purpose whatsoever, nor shall the
Executive use it in any way, except as necessary in the course of the
Executive's employment with the Company. The Executive shall take all reasonable
steps to safeguard the Confidential Information and to protect it against
disclosure, misuse, espionage, loss and theft. The Executive understands and
agrees that the Executive shall acquire no rights to any such Confidential
Information.
(b) All files, records, documents, drawings, specifications,
data, computer programs, evaluation mechanisms and analytics and similar items
relating thereto or to the Business (for the purposes of this Agreement,
"Business" shall be as defined in any noncompetition and confidentiality
agreement that may be established between the Executive and the Company and/or
Holdings), as well as all customer lists, specific customer information,
compilations of product research and marketing techniques of the Company,
whether prepared by the Executive or otherwise coming into the Executive's
possession, shall remain the exclusive property of the Company, and the
Executive shall not remove any such items from the premises of the Company,
except in furtherance of the Executive's duties under any employment agreement.
(c) It is understood that while employed by the Company the
Executive will promptly disclose to it, and assign to it the Executive's
interest in any invention, improvement or discovery made or conceived by the
Executive, either alone or jointly with others, which arises out of the
Executive's employment. At the Company's request and expense, the Executive will
assist the Company during the period of the Executive's employment by the
Company and thereafter in connection with any controversy or legal proceeding
relating to such invention, improvement or discovery and in obtaining domestic
and foreign patent or other protection covering the same.
(d) As requested by the Company from time to time and upon the
termination of the Executive's employment with the Company for any reason, the
Executive will promptly deliver to the Company all copies and embodiments, in
whatever form, of all Confidential Information in the Executive's possession or
within his control (including, but not limited to, memoranda, records, notes,
plans, photographs, manuals, notebooks, documentation, program listings, flow
charts, magnetic media, disks, diskettes, tapes and all other materials
containing any Confidential Information) irrespective of the location or form of
such material. If requested by the Company, the Executive will provide the
Company with written confirmation that all such materials have been delivered to
the Company as provided herein.
5.2 Non-Solicitation or Hire. During the Term and for a three (3) year
period following the termination of the Executive's employment for any reason,
the Executive shall not, (a) solicit, directly or indirectly, any party who is a
customer of the Company or its subsidiaries, or who was a customer of the
Company or its subsidiaries at any time during the twelve (12) month period
immediately prior to the relevant date, for the purpose of marketing, selling or
providing to any party any services or products offered by or available from the
Company or its subsidiaries and relating to the Business (provided that if the
Executive intends to solicit any such party for any other purpose, it shall
notify the Company of such intention) or (b) employ or solicit, directly or
indirectly, for employment any person who is an employee of the Company or any
of its subsidiaries or who was an employee of the Company or any of its
subsidiaries at any time during the twelve (12) month period immediately prior
to any such solicitation or employment. Notwithstanding the foregoing, if the
Executive is subject to any non-competition and confidentiality agreement that
is established between the Executive and the Company, the provisions of such
agreement shall govern non-solicitation and hiring.
5.3 Non-Competition. The Executive shall be bound by the terms of any
non-competition and confidentiality agreement that may be established between
the Executive and the Company and/or Holdings.
5.4 Reputation. The Executive agrees not to engage in any act that is
intended, or may reasonably by expected to harm the reputation, business,
prospects or operations of the Company, its officers, directors, stockholders or
employees. The Company further agrees that it will engage in no act which is
intended, or may reasonably be expected to harm the reputation, business or
prospects of the Executive.
5.5 Property. The Executive acknowledges that all originals and copies
of materials, records and documents generated by him or coming into his
possession during his employment by the Company are the sole property of the
Company ("Company Property"). During the Term, and at all times there after, the
Executive shall not remove, or cause to be removed, from the premises of the
Company, copies of any record, file, memorandum, document, computer related
information or equipment, or any other item relating to the business of the
Company, or any affiliate, except in furtherance of his duties under the
Agreement. When the Executive terminates his employment with the Company, or
upon request of the Company at any time, the Executive shall promptly deliver to
the Company all copies of Company Property in his possession or control.
5.6 Work Product. The Executive agrees that all inventions,
discoveries, systems, interfaces, protocols, concepts, formats, creations,
developments, designs, programs, products, processes, investment strategies,
materials, computer programs or software, data bases, improvements, or other
properties related to the business of the Company or any of its affiliates,
conceived, made or developed during the term of his employment with the Company,
whether conceived by the Executive alone or working with others, and whether
patentable or not (the t1Work Product91), shall be owned by and belong
exclusively to the Company. The Executive hereby assigns to the Company his
entire rights to the Work Product and agrees to execute any documents and take
any action reasonably requested by the Company to protect the rights of the
Company in any Work Product. The Executive acknowledges that any copyrightable
subject matter created by the Executive within the scope of his employment,
whether containing or involving Confidential Information or not, is deemed a
work-made-for-hire under Chapter 17 of the United States Code, entitled
"Copyrights,"t as amended, and the Company shall be deemed the sole author and
owner thereof for any purposes whatsoever. In the event of any unauthorized
publication of any Confidential Information, the Company shall automatically own
the copyright in such publication. Further, the Company shall automatically hold
all patents and/or trademarks, if any, with respect to any Work Product.
5.7 Tax Withholding. The Company or other payor is authorized to
withhold, from any benefit provided or payment due hereunder, the amount of
withholding taxes due any federal, state or local authority in respect of such
benefit or payment and to take such other action as may be necessary in the
opinion of the Board of Directors of the Company to satisfy all obligations for
the payment of such withholding taxes.
6. Other Provisions.
6.1. Notices. Any notice or other communication required or which may
be given hereunder shall be in writing and shall be delivered personally,
telegraphed, telexed, sent by facsimile transmission or sent by certified,
registered or express mail, postage prepaid, and shall be deemed given when so
delivered personally, telegraphed, telexed, or sent by facsimile transmission
or, if mailed, four (4) days after the date of mailing, as follows:
(a) If the Company, to:
Worldwide Flight Services, Inc.
0000 Xxxx Xxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Xxx Xxxxxxx
Telephone: 000-000-0000
Fax: 000-000-0000
With a copy to:
Worldwide Flight Services, Inc.
0000 Xxxx Xxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxx Xxxxxxx
Telephone: 000-000-0000
Fax: 000-000-0000
(b) If the Executive, to his home address set forth in the
records of the Company.
6.2 Entire Agreement. Except as provided in Sections 3 and 5 hereof,
this Agreement contains the entire agreement between the parties with respect to
the subject matter hereof and supersedes all prior agreements, written or oral,
with respect thereto , including, but not limited to, the Executive Employment
Agreement between Worldwide Flight Services, Inc. and the Executive, dated as of
February 1, 2002.
6.3 Representations and Warranties by Executive. The Executive
represents and warrants that he is not a party to or subject to any restrictive
covenants, legal restrictions or other agreements in favor of any entity or
person which would in any way preclude, inhibit, impair or limit the Executive1s
ability to perform his obligations under this Agreement, including, but not
limited to, non-competition agreements, non-solicitation agreements or
confidentiality agreements.
6.4 Waiver and Amendments. This Agreement may be amended, modified,
superseded, canceled, renewed or extended, and the terms and conditions hereof
may be waived, only by a written instrument signed by the parties or, in the
case of a waiver, by the party waiving compliance. No delay on the part of any
party in exercising any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any waiver on the part of any right, power or
privilege hereunder, nor any single or partial exercise of any right, power or
privilege hereunder, preclude any other or farther exercise thereof or the
exercise of any other right, power or privilege hereunder.
6.5 Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Texas applicable to agreements made and
not to be performed entirely within such state, without regard to conflicts of
laws principles.
6.6 Assignability. This Agreement, and the Executive's rights and may
not be assigned by the Executive. The Company may assign this Agreement and its
rights, together with its obligations, to any other entity that will
substantially carry on the business of the Company.
6.7 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument, and it shall not be necessary in making
proof of this Agreement to produce or account for more than one such
counterpart.
6.8 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning of terms
contained herein.
6.9 Remedies: Specific Performance. The parties hereto hereby
acknowledge that the provisions of Section 5 are reasonable and necessary for
the protection of the Company. In addition, the Executive further acknowledges
that the Company will be irrevocably damaged if such covenants are not
specifically enforced. Accordingly, the Executive agrees that, in addition to
any other relief to which the Company may be entitled, the Company will be
entitled to seek and obtain injunctive relief (without the requirement of any
bond) from a court of competent jurisdiction for the purposes of restraining the
Executive from any actual or threatened breach of such covenants. In addition,
without limiting the Company's remedies for any breach of any restriction on the
Executive set forth in Section 5, except as required by law, the Executive shall
not be entitled to any payments set forth in Section 4 hereof if the Executive
breaches any of the covenants applicable to the Executive contained in Section
5, the Executive will immediately return to the Company any such payments
previously received under Section 4.5 upon such a breach, and, in the event of
such breach, the Company will have no obligation to pay any of the amounts that
remain payable by the Company under Section 4.
6.10 Tax Gross-Up. In the event that any payment made to the Executive
pursuant to this Agreement with the Company becomes subject to excise taxes
under Section 4999 of the Code, the Company will pay to the Executive the amount
of such excise taxes plus all federal, state and local taxes applicable to the
Company's payment of such excise taxes including any additional excise taxes
under Section 4999 of the Code with respect to payments made pursuant to this
Agreement.
6.11 Severability. If any term, provision, covenant or restriction of
this Agreement, or any part thereof, is held by a court of competent
jurisdiction of any foreign, federal, state, county or local government or any
other governmental, regulatory or administrative agency or authority to be
invalid, void, unenforceable or against public policy for any reason, the
remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected or
impaired or invalidated. The Executive acknowledges that the restrictive
covenants contained in Section 5 are a condition of this Agreement and are
reasonable and valid in geographical and temporal scope and in all other
respects.
6.12 Judicial Modification. If any court or arbitrator determines that
any of the covenants in Section 5, or any part of any of them, is invalid or
unenforceable, the remainder of such
covenants and parts thereof shall not thereby be affected and shall be given
full effect, without regard to the invalid portion. If any court or arbitrator
determines that any of such covenants, or any part thereof; is invalid or
unenforceable because of the geographic or temporal scope of such provision,
such court or arbitrator shall reduce such scope to the minimum extent necessary
to make such covenants valid and enforceable.
6.13 Attorney Fees. The prevailing party in any litigation between the
Company and the Executive with respect to this Agreement shall be entitled to an
award of the reasonable legal fees and disbursements incurred by such party with
respect to third party claims.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have executed this Agreement as of the day and year first above
mentioned.
EXECUTIVE
/s/ Xxxx-Xxxxxxxx Gouedard
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Xxxx-Xxxxxxxx Gouedard
WORLDWIDE FLIGHT SERVICES, INC.
/s/ Xxxx-Xxxxxx Xxxxxxxx-Arpoume
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Xxxx-Xxxxxx Xxxxxxxx-Arpoume
Chief Executive Officer
Vinci Airport
