Employer Initial:__________ Employee Initial:__________
Date:__________ Date:__________
CARDINAL AIRLINES, INC.
EMPLOYMENT AGREEMENT
This Agreement made, effective as of July 1, 1998, by and between Cardinal
Airlines, Inc., a corporation duly organized and existing under the laws of the
State of Delaware, having its principal place of business at 0000 Xxxxx Xxxx
Xxxxx "X", Xxxxxxxxx, Xxxxxxx 00000 hereinafter referred to as ("Company"), and
H. Xxxxxxxx Xxxxx, residing at 000 Xx. Xxxxx Xx., Xxxxxxxxx Xxxxx, XX 00000,
hereinafter referred to as ("Employee").
For the reasons in consideration of the mutual promises and agreements set forth
in this agreement, Company and Employee agree as follows:
1. EMPLOYMENT
1.1 Employment and Acceptance. Company hereby employs, engages, and hires
Employee as Vice President of Finance and Administration, and Employee hereby
accepts and agrees to such hiring, engagement, and employment
1.2 Description of Employee's Duties. Subject to the supervision and pursuant to
the orders, advice, and direction of employer, employee shall perform such
duties as are customarily performed by one holding such position in other
business or enterprises of the same or similar nature as that engaged in by
employer. Employee shall additionally render such other and unrelated services
and duties as may be assigned to him from time to time by employer.
1.3 Best Efforts. Employee shall at all times faithfully, industriously, and to
the best of his ability, experience, and talents, perform all of the duties that
may be required of and from him pursuant to the express and implicit terms
hereof, to the reasonable satisfaction of employer. Such duties shall be
rendered at the above mentioned premises and at such other place or places as
employer shall in good faith require or as the interests, needs, business, and
opportunities of employer shall require or make advisable.
2. TERM OF EMPLOYMENT
2.1 Term of Employment. The term of employment shall be for a period of three
(3) consecutive years, beginning on the date Company completes a successful
Initial Public Stock Offering, subject to the provisions set forth in paragraph
2.2 below.
2.2 Date of Employment Effectivity The date of employment shall be used as the
date that Employee is placed on the Company payroll. The date of employment may
occur prior to the completion of the registered Initial Public Stock Offering if
agreed to by both Company and Employee.
2.2 Continuance of Employment. Employment shall be considered continued for
regular periods of three (3) years, provided neither party submits a notice of
termination or resignation within 60 days of the expiration date, succeeding
expiration dates or by termination as set forth in this agreement.
3. COMPENSATION OF EMPLOYEE
3.1 Base Salary. During the term of employment and commencing on the date of
employment effectivity, Company shall pay Employee an annual base salary of
$100,000.00. However, Employee base salary will increase to $110,000.00 upon
Company reaching break even load factor and maintaining that level for thirty
(30) consecutive days. The break even load factor will be calculated using the
higher base salary. Employee base salary may be increased or decreased at the
sole discretion of the Board of Directors.
4. TERMINATION
4.1 Termination Due to Discontinuance of Business. In the event that Company
shall discontinue operating its business, then this agreement shall terminate as
of the day in which Company ceases operations with the same force and effect as
if such were originally set as the expiration date of this agreement.
4.2 Termination upon Death. If Employee shall die during the term of this
Agreement, the agreement shall terminate, except that Employee's dependants
shall be entitled to receive Employee's base salary for a period of twelve
months following the month in which his death occurs and, such dependants shall
be entitled to receive the amount of incentive or other bonuses, if any, that
would otherwise have been payable to employee under Section 3. and which have
accrued through the end of the twelve month period in which his death occurs.
4.3 Termination upon Disability. If during the term Employee shall become
physically or mentally disabled, whether totally or partially, so that he is
unable substantially to perform his services hereunder for (i) a period of nine
consecutive months, or (ii) for shorter periods aggregating nine months during
any twelve month period, Company may at any time after the last day of the nine
consecutive months of disability or the day on which the shorter periods of
disability shall have equaled an aggregate of nine months, by written notice to
Employee, terminate the term of Employee's employment hereunder. Notwithstanding
such disability Company shall continue to pay Employee's base salary up to and
including the date of such termination, and receive the amount of incentive or
other bonuses, if any, that would otherwise have been payable to Employee under
section 3 and which have accrued through nine month period in which such
termination occurs.
4.4 Termination by Company for Cause. Company may at any time during the term of
this agreement, by 30 days written notice to Employee, terminate for cause (as
hereafter defined), Employee's employment hereunder, in which event Employee
shall only be entitled to receive his Base Salary accrued through the effective
date of such termination. Company may not require Employee to render any further
services to Company, Employee shall have no right to receive any other
compensation or benefit hereunder after the effective date of such termination;
provided, however, that the foregoing shall not affect Employee's right to
receive any compensation or benefit under any other agreement accrued to the
date of such termination in accordance with the terms thereof. As used herein
the term for "Cause" shall be deemed to mean and include with respect to
Employee (i) conduct of Employee, at anytime, which has involved criminal
dishonesty, conviction of Employee of any felony, or of any lesser crime or
offense involving the property of Company or any of its subsidiaries or
affiliates, significant conflicts of interest, serious impropriety, or breach of
corporate duty, misappropriation of any money or other assets or properties of
Company or its Subsidiaries, (ii) willful violation of specific and lawful
directions from the Board of Directors of Company, failure or refusal to perform
the services customarily performed by a senior executive officer (and such
failure or refusal continues after a written direction from the Board of
Directors) or expressly required by the terms of this Agreement, or willful
misconduct or gross negligence by Employee in connection with the performance of
his duties hereunder, (iii) chronic alcoholism or drug addiction and (iv) any
other acts or conduct inconsistent with the standards of loyalty, integrity or
care reasonably required by Company of its Employees.
4.5 Termination by Company Without Cause. Company may terminate this agreement
without cause with 60 days written notice to Employee. If Employee is terminated
(other than upon death, disability, voluntary resignation or by Company for
cause), Company may not require Employee to render any further services to
Company, further Company will pay to Employee the following amounts:
(i) Employees base salary through the 60 day notice and additionally
(ii) an amount equal to one half (1/2) of Employees base salary for the
remainder of the agreement.
This will constitute the total amount of Company's obligations to Employee under
this agreement. This does not limit Employee to other benefits to which he may
be entitled under law.
5. CONFIDENTIAL INFORMATION
5.1 Other Employment. Employee shall devote time, attention, knowledge, and
skills to the business and interest of Company, and Company shall be entitled to
all of the benefits, profits, or other issues arising from or incident to all
work, services, and advice of Employee, and Employee shall not, during the term
of this agreement, be interested directly or indirectly, in any manner, as
partner, officer, director, shareholder, advisor, Employee, or in any other
capacity in any other business similar to Company's business unless express
written consent is obtained from the board of directors.
5.2 ` Trade Secrets. Employee shall not at any time or in any manner, either
directly or indirectly, divulge, disclose or communicate to any person, firm,
corporation, or other entity in any manner whatsoever any information concerning
any matters affecting or relating to the business of Company, including without
limitation, any of its customers, its products, or any other information
concerning the business of Company, its manner of operation, its plans,
processes, or other data without regard to whether all of the above stated
matters will be deemed confidential, material, or important, Company and
Employee specifically and expressly stipulating that as between them, such
matters are important, material, confidential and gravely affect the effective
and successful conduct of the business of Company, and Company's good will, and
that any breach of the terms of this section shall be a breach of this
agreement.
5.3 Employee's Inability to Contract for Company. In spite of anything contained
in this agreement to the contrary, Employee shall not have the right to make any
contracts or commitments for or on behalf of Company without proper
authorization.
6. AGREEMENTS
6.1 Modification of Agreement. Any modification of this agreement or additional
obligation assumed by either party in connection with this agreement shall be
binding only if evidenced in writing signed by each party or an authorized
representative of each party.
6.2 Effect of Partial Invalidity. The invalidity of any portion of this
agreement will not and shall not be deemed to affect the validity of any other
provision, in the event that any provision of this agreement is held to be
invalid, the parties agree that the remaining provisions shall be deemed to be
in full force and effect as if they had been executed by both parties subsequent
to the expungement of the invalid provision.
6.3 Entire Agreement. This agreement shall constitute the entire agreement
between the parties and any prior understanding or representation of any kind
preceding the date of this agreement shall not be binding upon either party
except to the extent incorporated in this agreement.
7. GENERAL
7.1 Governing Law. It is agreed that this agreement shall be governed by,
construed, and enforced in accordance with the laws of the State of Florida.
7.2 No Waiver. The failure of either party to this agreement to insist upon the
performance of any of the terms and conditions of this agreement, or the waiver
of any breach of any of the terms and conditions of this agreement, shall not be
construed as thereafter waiving any such terms and conditions, but the same
shall continue and remain in full force and effect as if no such forbearance or
waiver had occurred.
7.3 Attorney Fees. In the event that any action is filed in relation to this
agreement, each party shall be responsible to pay for all his or her own sums
and attorney's fees.
7.4 Notices. Any notice provided for or concerning this agreement shall be in
writing and shall be deemed sufficiently given when sent by certified or
registered mail if sent to the respective address of each party as set forth at
the beginning of) this agreement.
7.5 Assignability; Successors. This Agreement, and Employee's rights and
obligations hereunder, may not be assigned by Employee. Company may assign its
rights, together with its obligations, hereunder in connection with any sale,
transfer or other disposition of all or substantially all of its business or
assets; in any event the obligations of Company hereunder shall be binding on
its successors or assigns, whether by merger, consolidation or acquisition of
all or substantially all of its business or assets.
In witness whereof, each party to this agreement has caused it to be executed at
0000 Xxxxx Xxxx Xxxxx "X", Xxxxxxxxx, XX 00000 on the date indicated below.
/S/ /S/
______________________________ _____________________________
Xxxxxxxx X. Xxxxxx H. Xxxxxxxx Xxxxx
President Employee
Date: _______________ Date: _______________
/S/
Witness: __________________________
