Exhibit 10.11
EMPLOYMENT AGREEMENT
Signed on January 10, 2007
BETWEEN
XXXXX XXXX, ("Xxxxx")
AND
LIMCO AIREPAIR INC., a company organized and existing under the laws of OK, of
0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx Xxxxxxxx 00000, XXX. (THE "COMPANY")
WHEREAS -
(a) As of Nov 27th, 2006 Xxxxx is acting as the General Manager of the Company;
and
(b) The Company and Xxxxx ("THE PARTIES") wish to establish the terms of Xxxxx
employment by the Company;
NOW THEREFORE in consideration of the mutual covenants set out herein, the
Parties agree as follows:
1. THE OFFICE - Xxxxx shall serve as a President of the Company and shall
report and be subject to the instructions of CEO of the Company.
2. BASE SALARY - Effective Nov 27th, 2006 Natan's gross salary is $120,000 per
year. The salary will be adjusted once a year (commencing Jan 1st 2008)
according to the United States Consumer Price Index (CPI), but not less
than 3% subject to annual profits will be over $500K (before tax and
excluding capital gains for the previous year) according to the annual
audited financial statements of the Company.
3.
a) YEARLY BONUS - following the end of every full year of employment by
the Company (starting 2007) Xxxxx will be entitled to a yearly bonus
of 1.00% of the net profit from operation (excluding profit).
b) On 1/1/08 the percentage of the bonus will be changed to 1.5% per
year.
c) Maximum yearly bonus will not exceed $60,000 (sixty thousands per
year).
d) Net profit means net profit from operation of the Company (from Limco
Plant) excluding profit from subsidiaries and/or other connected
companies and excluding gains from capital profits.
4. EXPENSES REIMBURSEMENT - The Company shall reimburse Xxxxx for all expenses
required in the performance of his duties under this agreement, including
car, traveling expenses inside and outside the USA. (This includes 3 to 4
times a year air tickets for visiting the parent company in Israel).
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5. MOVING EXPENSE - The Company will pay one time $2000, 30 days after arrival
for all relocation cost and one time $2000 at termination for moving back
to Israel, if the contract will be terminated after more than a year.
6.
a) ADDITIONAL BENEFITS - All company benefits not including bonuses as
per para 3 above as paid to other managers of the Company (excluding
the CEO).
b)
1) Xxxxx will be entitled to a yearly vacation of 22 working days,
medical insurance, 401K fund and other social benefits as
customary by the Company.
2) Xxxxx will be entitled to accrue vacation for maximum of 100
hours
c) Xxxxx will be considered a senior employee for the purpose of IPO of
the Company subject to being employed by the Company at least 12
months. Any benefit related to the IPO will be prorated to years of
seniority and management level.
7. TAXES - Salary, bonus and benefits are taxable and are gross amounts. Any
tax will be born by Xxxxx.
8. TERMINATION - Each Party may terminate this Agreement without cause, with
90 days advance written notice ("THE ADVANCE NOTICE PERIOD") to the other
Party. The Company, at its sole discretion, may terminate the employment of
Xxxxx prior to the end of the Advance Notice Period, but will have to pay
Xxxxx all his salary and other benefits for the entire Advance Notice
Period.
Notwithstanding the above the Company may terminate this Agreement at any
time with an immediate effect provided it is "for cause" and without any
obligation of the Company to bear or to pay any amount for the period after
such a termination.
"TERMINATION FOR CAUSE" includes conviction in a criminal offence with
degradation or if Xxxxx acted in disloyal manner vis a vis the Company,
disobedience to the instructions of the C.E.O and/or Board of Directors, or
makes a substantial breach of this agreement.
9. INDEMNIFICATION _ The Company's officers are indemnified by the Company
with regards to normal business activities, to include third party actions
provided it is not a claim "for cause" by Xxxxx (as defined above). In
addition, and for clarification, legal defense against any actions by third
parties with regards to Xxxxx employment with the Company will be provided
to him by the Company and any costs arising from such action, other than
those for cause, will be the responsibility of the Company.
10. SECRECY, CONFIDENTIALLY AND NON COMPETE. During the Agreement term and
afterwards, Xxxxx shall keep and treat this Agreement any other information
deriving from his employment or connecting with the Company operations as
confidential information.
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During the term of employment and for a period of twelve months after
termination for any reason, Xxxxx shall not - within any jurisdiction in
which the Company is transacting business or has authorized others to do
business - directly or indirectly own, manage, operate, control, be
employed by, provide consulting services to or for, or participate in the
ownership, management, operation or control of, any manner with, any
business of the type and character engaged in or competitive with that have
been conducted by the Company including the manufacturing, sale and/or
overhaul of aircraft ducts and heat exchangers and their components and
other business engaged in by the Company at the time during the term of
employment.
If this Agreement is terminated for any reason Xxxxx agrees not to disclose
or use any information of the Company that is not available to the public,
not to hire, employ or offer directly or indirectly, to any employee of the
Company an alternative employment opportunity.
11. NOTICES - Any notice under the Agreement shall be in writing and shall be
effective when actually delivered in person or three days after being
mailed to the party at the address stated in the Agreement or such other
address as either party may designate by written notice.
12. ENTIRE AND BINDING AGREEMENT. The Agreement contains the full understanding
and agreement between and among the Parties regarding Natan's employment
and the termination and supersedes any prior understandings and agreements.
The Agreement and any subsequent amendments or attachments formally
executed shall be binding upon the heirs, executors, administrators,
successors and assignees of the parties hereto.
13. GOOD FAITH AND COOPERATION. The parties hereto covenant, warrant and
represent to each other good faith, complete cooperation and honesty in
fact in the performance of all obligations pursuant to the Agreement. All
promises and covenants are mutual and dependent.
14. SAVING CLAUSE. If any provision of the Agreement, or the application of
such provision shall be held invalid, the remainder of the Agreement or the
application of such provision shall not be affected thereby.
IN WITNESS WHEREOF, the Parties have agreed and are duly authorized to execute
this Agreement the day and year first herein above written.
For and on behalf of
/s/ Xxxxx Xxxxxxxx /s/ Xxxxx Xxxx
________________________ ___________________
Limco Airepair Inc. Xxxxx Xxxx
By: _Shaul Xxxxxxxx
Title: ___CEO__________
Date: 1/10/07
