EXHIBIT 10.1
AIRCRAFT
TIME-SHARING AGREEMENT
This Agreement is made effective as of _________________, 20__ by
and between NIKE, Inc., an Oregon corporation, with principal offices
at Xxx Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxx 00000-0000 ("Owner"), and
____________, with a principal business xxxxxx xxxxxxx xx Xxx Xxxxxxxx
Xxxxx, Xxxxxxxxx, Xxxxxx 00000-0000 ("Lessee").
RECITALS
WHEREAS, Owner is the registered Owner of certain civil Aircraft
bearing the United States Registration Numbers and of the types set
forth on Exhibit A to this Agreement (collectively, the "Aircraft" or
individually an "Aircraft"); and
WHEREAS, Owner and Lessee desire to lease the Aircraft and flight
crew on a time-sharing basis as defined in Section 91-501(c)(1) of the
Federal Aviation Regulations ("FAR").
THEREFORE, for good and valuable consideration, Owner and Lessee
hereby agree as follows:
1. Lease of Aircraft. Owner agrees to lease the Aircraft to Lessee
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pursuant to the provisions of FAR 91-501(c)(1) and to provide a fully
qualified flight crew for all operations for the period commencing on
the date of this Agreement and terminating on the date Lessee ceases to
serve in the capacity of at least President or Chief Executive Officer
of NIKE, Inc.
2. Expenses. Lessee shall pay Owner for each flight conducted
________
under this Agreement the aggregate incremental cost of each specific
flight. Such cost shall in no event exceed the sum of the following
expenses authorized by FAR 91-501(d):
(a) Fuel, oil, lubricants, and other additives;
(b) Travel expenses of the crew, including food, lodging and ground
transportation;
(c) Hangar and tie down costs away from the Aircraft's base of
operation;
(d) Insurance obtained for a specific flight;
(e) Landing fees, airport taxes and similar assessments including,
but not limited to IRC Section 4261 and related excise taxes;
(f) Customs, foreign permit, and similar fees directly related to the
flight;
(g) In-flight food and beverages;
(h) Passenger ground transportation;
(i) Flight planning and weather contract services; and
(j) An additional charge equal to 100% of the expenses listed in
subparagraph (a) of this Section.
3. Payment of Expenses. Owner will pay all expenses related to the
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operation of the Aircraft when incurred, and will provide an invoice
and xxxx Lessee for the expenses enumerated in Section 2 above on the
last day of the month in which any flight or flights for the account of
Lessee occur. Lessee shall pay Owner for said expenses within 30 days
of receipt of the invoice and xxxx therefor.
4. Scheduling. Lessee will provide Owner with requests for flight
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time and proposed flight schedules as far in advance of any given
flight as possible, and in any case, at least 24 hours in advance of
Lessee's planned departure. Requests for flight time shall be in a
form, whether written or oral, mutually convenient to, and agreed upon
by the parties. In addition to the proposed schedules and flight times,
Lessee shall provide at least the following information for each
proposed flight at some time prior to scheduled departure as required
by the Owner or Owner's flight crew:
(a) proposed departure point;
(b) destination;
(c) date and time of flight;
(d) the number of anticipated passengers;
(e) the nature and extent of luggage and/or cargo to be carried;
(f) the date and time of return flight, if any; and
(g) any other information concerning the proposed flight that may be
pertinent or required by Owner or Owner's flight crew.
5. Conflicts in Scheduling. Owner shall have final authority over
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the scheduling of the Aircraft, provided, however, that Owner will use
its best efforts to accommodate Lessee's needs and to avoid conflicts
in scheduling.
6. Maintenance. Owner shall be solely responsible for securing
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maintenance, preventive maintenance and required or otherwise necessary
inspections on the aircraft, and shall take such requirements into
account in scheduling the Aircraft. No period of maintenance,
preventive maintenance or inspection shall be delayed or postponed for
the purpose of scheduling the aircraft, unless said maintenance or
inspection can be safely conducted at a later time in compliance with
all applicable laws and regulations, and within the sound discretion of
the pilot in command. The pilot in command shall have final and
complete authority to cancel any flight for any reason or condition
which in his judgment would compromise the safety of the flight.
7. Flight Crew. Owner shall employ, pay for, and provide to Lessee
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a qualified flight crew for each flight undertaken under this Agreement.
8. Judgment of Flight Crew. In accordance with applicable FAR, the
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qualified flight crew provided by Owner will exercise all of its duties
and responsibilities in regard to the safety of each flight conducted
hereunder. Lessee specifically agrees that the flight crew, in its
sole discretion, may terminate any flight, refuse to commence any
flight, or take other action, which in the considered judgment of the
pilot in command is necessitated by considerations of safety. No such
action of the pilot in command shall create or support any liability
for loss, injury, damage or delay to Lessee or any other person. The
parties further agree that Owner shall not be liable for delay or
failure to furnish the aircraft and crew pursuant to this Agreement
when such failure is caused by government regulation or authority,
mechanical difficulty, war, civil commotion, strikes or labor disputes,
weather conditions, or acts of God.
9. Additional Insurance. Owner will provide such additional
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insurance coverage as Lessee shall request or require, provided,
however, that the cost of such additional insurance shall be borne by
Lessee as set forth in Section 2(d) hereof.
10. Lessee Warranties. Lessee warrants that:
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(a) He will use the Aircraft for and on account of his own business
only, and will not use the Aircraft for the purpose of providing
transportation of passengers or cargo in air commerce for compensation
or hire;
(b) He shall refrain from incurring any mechanics or other lien in
connection with inspection, preventive maintenance, maintenance or
storage of the Aircraft, whether permissible or impermissible under
this Agreement, nor shall there be any attempt by any party hereto to
convey, mortgage, assign, lease or any way alienate the Aircraft or
create any kind of lien or security interest involving the Aircraft or
do anything or take any action that might mature into such a lien; and
(c) During the term of this Agreement, he will abide by and conform
to all such laws, governmental and airport orders, rules and
regulations, as shall from time to time be in effect relating in any
way to the operation and use of the Aircraft by a time-sharing Lessee.
11. Base of Operation. For purposes of this Agreement, the
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permanent base of operation of the Aircraft shall be the Hillsboro
airport, Hillsboro, Oregon.
12. Assignment; Binding Effect. Neither this Agreement nor any
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party's interest herein shall be assignable to any other party
whatsoever. This Agreement shall inure to the benefit of and be
binding upon the parties hereto, their heirs, representatives and
successors.
13. Truth in Leasing Statement.
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OWNER HEREBY CERTIFIES THAT EACH AIRCRAFT HAS BEEN INSPECTED AND
MAINTAINED WITHIN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF
THE AGREEMENT, EXCEPT TO THE EXTENT THE AIRCRAFT IS LESS THAN TWELVE
(12) MONTHS OLD, IN ACCORDANCE WITH THE PROVISIONS OF FAR PART 91 AND
ALL APPLICABLE REQUIREMENTS FOR THE MAINTENANCE AND INSPECTION THERE
UNDER HAVE BEEN MET.
THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER FAR PART 91
FOR OPERATIONS TO BE CONDUCTED UNDER THIS LEASE. DURING THE DURATION
OF THIS LEASE, NIKE, INC., XXX XXXXXXXX XXXXX, XXXXXXXXX, XXXXXX 00000-
6453 IS CONSIDERED RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT
UNDER THIS LEASE.
AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND
PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST
FAA FLIGHT STANDARDS DISTRICT OFFICE.
THE "INSTRUCTIONS FOR COMPLIANCE WITH TRUTH IN LEASING
REQUIREMENTS" ATTACHED HERETO ARE INCORPORATED HEREIN BY REFERENCE.
I, THE UNDERSIGNED XXXX X. XXXXXX III AS SECRETARY OF NIKE, INC.,
XXX XXXXXXXX XXXXX, XXXXXXXXX, XXXXXX 00000-0000, CERTIFY THAT IT IS
RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT AND THAT IT
UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FEDERAL
AVIATION REGULATIONS.
IN WITNESS WHEREOF, Owner and Lessee have executed this Agreement
as of the date first written above.
NIKE, Inc.
By:_____________________________ ___________________________
Date and Time of Execution
________________________________ ___________________________
[Lessee] Date and Time of Execution
EXHIBIT A
United States
Registration Number Aircraft Type
_________________________ ____________________________
N6453 Dassault Falcon 2000EX
X0000 Xxxxxxxxxx X-X
X0XX Gulfstream G-V
