EXHIBIT 10.25
EXECUTIVE EMPLOYMENT AGREEMENT
EMPLOYEMENT AGREEMENT ("Agreement"), dated as of March 31, 2000, between
Worldwide Flight Services, Inc., a Delaware corporation (the "Company"), and
Xxxxxxx X. Xxxxx (the "Executive").
WHEREAS, the Executive, as Seller, and Oxford Acquisition Corp., a Delaware
corporation and wholly-owned subsidiary of the Company ("Acquisition Corp."), as
Buyer, concurrently herewith are entering into a certain Stock Purchase
Agreement dated as of the date hereof (the "Stock Purchase Agreement"), whereby
Acquisition Corp. will acquire all of the outstanding shares of capital stock of
Oxford Electronics, Inc., a New York corporation ("Oxford"), on the terms and
conditions set forth therein (the "Acquisition");
WHEREAS, it is the Company's stated intention to maintain Oxford as a
direct wholly-owned subsidiary until at least November 1, 2000; and
WHEREAS, the Company and the Executive's future employment with the
Company.
Accordingly, the parties agree as follows:
1. Employment, Duties and Acceptance.
1.1 Employment by the Company. Effective upon (and only upon)
consummation of the Acquisition (the "Effective Date"), the Company shall employ
the Executive to render exclusive and full-time services to the Company;
provided, however, from services to Oxford as President of Oxford (except that
the Executive may render services to the Company in his sole discretion during
such period), From and after November 1, 2000 the Executive shall be appointed
to the additional position of Senior Vice President of Airport Technical
Services of the Company. In each such position, the Executive shall at all times
report to the President & Chief Operating Officer of the Company. The Executive
will perform such duties as are imposed on the holder of his office by the
By-laws of the Company (or, prior to October 31, 2000, the By-laws of Oxford)
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,
subject to the restrictions on responsibilities set forth in the proviso in the
first sentence of this Section 1.1. The Executive will also perform such other
duties as may be reasonably and lawfully 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 (or, prior to November 1,
2000, Oxford). The parties hereto acknowledge that in his capacity as President
of Oxford prior to the Acquisition, the Executive discharged his services as
President of Oxford from Oxford's executive offices, certain non-executive
offices of Oxford and his existing residences (the "Existing Residences")
(collectively, "Past Practices"). The parties hereto agree that during the Term
(as defined herein) of this Agreement, in discharging his duties hereunder, the
Executive may continue Past Practices. In the event the Executive desires to
dispense his duties hereunder from residences other than the Existing
Residences, the Executive shall first obtain a written consent from the Company
(which will not be unreasonably withheld) and such residences shall be within
the 48 contiguous states in the United States of America. Notwithstanding the
foregoing, nothing contained herein shall 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 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 2 years from the Effective Date (the "Term"). At a time at least four
(4) 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 the Agreement.
3. Compensation by the Company.
3.1. Base Salary. As compensation for all services rendered pursuant to
the Agreement, the Company will pay to the Executive an annual base salary of
Two Hundred Thousand Dollars ($200,000), subject to an upward adjustment by the
Board of Directors of the Company, in its sole discretion, and payable in
accordance with the payroll practices of the Company ("Base Salary").
3.2. Bonuses. As additional compensation (the "Annual Bonus") for the
services to be rendered by the Executive pursuant to this Agreement, the Company
will pay the Executive a cash bonus with respect to each twelve-month period
during the Term of this Agreement in the amount and with respect to the
performance targets set forth on Schedule 1 attached hereto. The Company will
cause to be prepared, at its own expense and within a reasonable period tine
after the end of each fiscal year during the Term of this Agreement, financial
statements showing the Oxford's EBITDA (as defined on Schedule 1 attached
hereto). The Executive will be paid the Annual Bonus, if any, within 30 days
after the Company's accountants have completed the audit of the Company's fiscal
year-end financial statements.
3.3. 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 generally, on the same terms as such other
executives. Oxford shall continue to provide the Executive with a Ford Taurus
and a Chrysler Jeep for use in fulfilling his duties hereunder.
3.4. Stock Options.
(a) As of the Effective Date, the Company shall grant the Executive
incentive stock options under the WFS Holdings, Inc. 1999 Stock Option Plan (the
"Stock Option Plan") to purchase 1,000 shares of non-voting common stock of WFS
Holdings, Inc. ("Holdings") with an exercise price of $3.25 per share. All terms
and conditions applicable to such stock options shall be governed by the
provisions of the Stock Option Plan and any stock option agreements thereunder,
as approved by the Compensation Committee of the Board of Directors of Holdings;
provided that, notwithstanding any provision of the Stock Option Plan to the
contrary, (i) such options shall become exercisable according to the following
schedule: 20% as of the Effective Date; 20% on the 180th day following the
Effective Date; 20% on the 360th day following the Effective Date; 20% on the
540th day following the Effective Date and 20% on the 715th day following the
Effective Date (vesting shall be subject to the Executive's employment with the
Company on each such date) and (ii) the term "Yearly Allocable Options" under
the Stock Option Plan shall mean all of the Granted Options (as defined in the
Stock Option Plan).
(b) In addition, over a period of time of not less than two (2) years
and provided the Executive remains employed by the Company, the Executive shall
be allocated options under the Stock Option Plan for the purchase of up to an
additional 1,000 shares of non-voting common stock of Holdings. All terms and
conditions applicable to such stock options shall be governed by the provisions
of the Stock Option Plan and any stock option agreements thereunder, as approved
by the Compensation Committee of the Board of Directors of Holdings.
3.5. Purchase of Stock. For a period of two (2) months from the
Effective Date, the Executive shall be provided with the opportunity to purchase
additional equity in Holdings in the form of units ("Units"), up to a number of
Units as agreed with the Compensation Committee of the Board of Directors of
Holdings. Each Unit shall consist of one share of voting common stock of
Holdings, priced at $3.25,
and 2.5 shares of preferred stock of Holdings, priced at $10.00 per share,
yielding a Unit price of $28.25. The purchase of the Units shall be subject to
the Management Subscription Agreement and the Stock Buy-Back Agreement between
Holdings and the Executive, the Stockholders' Agreement among Holdings, the
Executive and other stockholders of Holdings and the Voting Trust Agreement
among Holdings, The Executive, other stockholders of Holdings and Xxxxxxx
Xxxxxx.
3.6. Vacation. The Executive shall be entitled to twenty (20) days of
vacation per year. The Executive may carry over up to one-half of his unused
vacation to the subsequent year, provided that all such carried over vacation
time shall be used in the following year.
3.7. 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 the
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.
4. Termination.
4.1. Termination Upon Death. If the Executive dies during the Term, the
Executive's legal representatives shall be entitled to receive (i) the
Executive's Base Salary and accrued Annual Bonus (based on the actual number of
days elapsed over a year of 365 or 366 days, as applicable), if any, for the
fiscal year during which the termination is effective, for the period ending on
the last day of the month in which the death of the Executive occur and (ii) any
unpaid accrued benefits of the Executive provided for in Section 3.3 and 3.7 as
of the effective date of termination, including any unused vacation time.
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 (i) receive the Executive's Base Salary
and accrued Annual Bonus (based on the actual number of days elapsed over a year
of 365 days or 366 days, as applicable), if any, for the fiscal year during
which the termination is effective, for the period ending on the last day of the
month in which such termination for disability is effective and (ii) any unpaid
accrued benefits of the Executive provided for in Sections 3.3 and 3.7 as of the
effective date of termination, including any unused vacation. 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) the Executive's willful and
continued failure to substantially perform the Executive's duties; (b) repeated
acts of insubordination, or willful failure to execute Company plans and/or
strategies; (c) acts of dishonesty resulting or intending to result in personal
gain or enrichment at the expense of the Company; (d) conviction or, or pleading
guilty or no contest to, a felony, all as determined by the Board of Directors
of the Company in its reasonable judgment; (e) reasonable evidence presented in
writing to the Executive that the Executive engaged in a criminal act involving
moral turpitude or willful misconduct or (f) conduct not conforming to standards
of good citizenship or good moral character (as determined on a reasonable
person standard), or which is potentially detrimental to the Company's business,
reputation, character or standing, provided that, in the case of clauses (a),
(b) and (f), the Executive shall be entitled to written notice from the Company
and twenty (20) days to cure such deficiency. Any material breach of the
Agreement, the Stock Purchase Agreement or any lease pursuant to which Oxford or
any affiliate of Oxford is a tenant and the Executive is landlord, and to the
extent that an Executive is subject to a non-competition and confidentiality
agreement, any material 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 through the date of termination.
4.4. Good Reason: Voluntary Termination.
(a) The Executive's employment hereunder may be terminated by the
Executive for good reason at any time. The phrase "for good reason" means any of
the following: (i) the Company's (or, if applicable, any of the Company's
Affiliate's) material breach of this Agreement, the Stock Purchase Agreement or
any lease pursuant to which Oxford or any affiliate of Oxford is a tenant and
the Executive or any affiliate of the Executive is landlord; (ii) the assignment
of the Executive without his consent to a position, responsibilities, or duties
of a materially lesser status or degree of responsibility than his position,
responsibilities, or duties at the Effective Date or as in effect on November 1,
2000; (iii) the relocation of Oxford's principal executive offices to a location
other than its location as of the Effective Date; or (iv) the requirement by the
Company that the Executive be based anywhere other than Oxford's principal
executive offices or his residences, in either case without the Executive's
consent; provided that, in the case of the clauses (i) or (ii), the Company
shall be entitled to written notice from the Executive and twenty (20) days to
cure such deficiency. Upon any termination for good reason the Company shall pay
to the Executive his (A) Base Salary and accrued Annual Bonus for the remaining
duration of the Term and (B) any unpaid accrued benefits of the Executive
provided for in Section 3.3 and 3.7 as of the effective date of termination,
including any unused vacation time.
(b) The Executive may terminate this Agreement and his employment
hereunder for any other reason upon sixty (60) days prior written notice from
the Executive to the Company. Upon any termination without good reason, the
Company shall pay to the Executive his (A) Base Salary through the date of
termination and (B) any unpaid accrued benefits of the Executive provided for in
Sections 3.3 and 3.7 as of the effective date of termination, including any
unused vacation time.
4.5. Termination by the Company Other Than For Cause.
(a) If, prior to the expiration of this Agreement, the Company
terminates the Executive's employment for any reason other than for Cause, in
lieu of additional salary payments to the Executive for periods subsequent to
the date of such termination, the Company shall pay to the Executive his Base
Salary and accrued Annual Bonus for the remaining duration of the Term.
Notwithstanding the foregoing, the Company agrees not to terminate the Executive
for any reason other than for Cause prior to November 1, 2000.
(b) For the length of the period for which severance benefits are
provided after any termination pursuant to this Sections 4.4 or 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
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 the 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 acts by the Executive or representatives of the
Executive in violation of this Agreement). Except as required by law or an order
of 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 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 purpose of the Agreement,
"Business" shall be defined in any non-competition 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, manipulations 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 proceedings
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, disk, diskettes, tapes and all other 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.
5.3. Non-competition. The Executive shall be bound by the terms of any
non-competition and confidentiality agreement established between the Executive
and the Company and/or Acquisition Corp. and/or Holdings (including, without
limitation, Section 6(c) of the Stock Purchase Agreement).
5.4. Prohibited Acts. The Executive agrees not to engage in any that is
intended, or may reasonably be 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 her or coming into her
possession during her 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 her duties under the
Agreement. When the Executive terminates her 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 her 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 her employment with the Company,
whether conceived by the Executive alone or working with others, and whether
patentable or not (the "1Work Product"), shall be owned by and belong
exclusively to the Company. The Executive hereby assigns to the Company her
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 her 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, XX 00000
Attention: Xxxx Xxxxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
With a copy to:
WFS Holdings, Inc.
c/o Xxxxxx Xxxxxx Partners III, L.P.
000 X. 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxxxxx
Xxxxxx Xxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
And a copy to:
Xxxxxxx Xxxx & Xxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxxxxxxx, Esq.
Telephone: (000) 000-0000
Fax: (000) 000-0000
(b) If the Executive, to his home address set forth in the records of
the Company. And a copy to:
Strook & Strook & Xxxxx LLP
000 Xxxxxx Xxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxxxxxx Xxxxx, Esq.
Telephone: (000) 000-0000
Fax: (000) 000-0000
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
January 21, 2002.
6.3 Representations and Warranties by Executive. The Executive
represents and warrants that she 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 Executive's
ability to perform her 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 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.
6.11 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.
6.12 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 Employment Agreement as of the day and year first
mentioned.
EXECUTIVE
/s/ Xxxxxxx X. Xxxxx
---------------------------------
Xxxxxxx X. Xxxxx
WORLDWIDE FLIGHT SERVICES, INC.
/s/ Xxxxx X. Xxxxxx
----------------------------------
Xxxxx X. Xxxxxx
Chairman & Chief Executive Officer
SCHEDULE A
ANNUAL CASH BONUS
YEAR BONUS CONDITION
---- ----- ---------
1 100% of Base Salary EBITDA (as defined in the Stock
Purchase Agreement) of Oxford for
the first twelve (12) months of
the Term ending March 31, 2001
equal to or greater than $2.7
million.
2 100% of Base Salary EBITDA (as defined in the Stock
Purchase Agreement) of Oxford for
the second twelve (12) months of
the Term ending March 31, 2002
equal to or greater than $3.5
million.
