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EXHIBIT 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT ("Agreement") dated as of April 1, 2001 between
Worldwide Flight Services, Inc., a Delaware corporation, together with its
subsidiaries (the "Company") and Xxxxx Xxxxxx (the "Executive").
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 (which date shall be no later than
April 1, 2001) (the "Effective Date") to render exclusive and full-time services
to the Company. The Executive will serve in the capacity of Vice President and
Controller of the Company and shall report to the Senior Vice President and
Chief Financial Officer of the Company. 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. The
Executive will perform such other duties as may be assigned to him from time to
time by the Chief Executive Officer or the Board of Directors of the Company or
Executive Chairman of the Board. 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 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 this Agreement.
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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 One Hundred Seventy Five Thousand Dollars ($175,000) 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 Bonus for Calendar Year 2001 and Subsequent Calendar
Years. For calendar year 2001 and subsequent calendar years, the Executive shall
be entitled to receive a bonus of 40% of earned Base Salary if, after accruing
for such bonus, the Company is in Covenant Compliance and the CHP III investment
in Holdings has achieved, after accruing for such bonus, equal to or greater
than a 30% IRR for calendar year 2001 and each applicable subsequent calendar
year.
3.3 Payment of Bonuses. Notwithstanding any provision
contained herein to the contrary, the payment of any bonuses pursuant to Section
3 of this Agreement shall be subject to the recommendation of the Executive
Chairman and approval of the Compensation Committee of the Board of Directors of
the Company, including, but not limited to, the determination that all
conditions contained in this Section 3 relating to the bonuses have been met.
Any bonus amount due to the Executive shall be paid by the Company as soon as
practical after the Compensation Committee has made its award, so long as the
Company is in covenant compliance after accruing for all bonuses under all bonus
plans.
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, disability insurance plan, dental plan, 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.
3.5 Stock Options. The Executive shall be eligible to
participate in the WFS Holdings, Inc. 1999 Stock Option Plan (the "Stock Option
Plan") with respect to the grant of stock options for the purchase of shares of
non-voting common stock of WFS Holdings, Inc. ("Holdings"). Over a period of
time, not less than five (5) years and provided the Executive remains employed
by the Company, the Executive shall be granted options under the Stock Option
Plan for the purchase of 6,000 thousand 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.
Notwithstanding any provisions of the Employment Agreement,
the WFS Holdings, Inc. 1999 Stock Option Plan (the "Plan") or any stock option
agreements thererunder to the contrary, if you terminate your employment with
the Company upon a "Change in Control" (as defined in Section 2 of the Plan) in
accordance with the terms of the Employment Agreement, all of your options that
would become exercisable under Section 6 (c) of the Plan shall become
immediately vested.
3.6 Purchase of Stock. For a period of one (1) month 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 up to $50,000. Each Unit shall consist of one
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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 Company and Executive may agree to have the Company finance, with
full recourse, the entire purchase price of such units until such time as the
year 2001 stock bonus is determined. Upon determination of the year 2001 stock
bonus, Executive shall immediately pay to the Company one-half of the principal
loan amount outstanding at that time plus accrued interest. 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.
3.7 Vacation. The Executive shall be entitled to twenty (20)
days of vacation per year.
3.8 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.
3.9 Car Allowance. The Executive shall be entitled to a
monthly car allowance equal to Six Hundred and Fifty Dollars ($650).
4. Termination.
4.1 Termination Upon Death. If the Executive dies during the
Term, the Executive's legal representatives shall be entitled to receive the
Executive's Base Salary and accrued bonus 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 the Executive's Base Salary and
accrued bonus 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) the Executive's
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 of or pleading
guilty or no contest to, a
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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, or which is potentially detrimental to the
Company's business, reputation, character or standing, provided that, in the
case of clauses (a) and (b), the Executive shall be entitled to written notice
from the Company and twenty (20) days to cure such deficiency. Breach of this
Agreement and 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 this 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 Voluntary Termination. The Executive may upon at least
ninety (90) days prior written notice to the Company terminate employment
hereunder. Upon a voluntary termination the Executive shall be entitled to
receive the Executive's Base Salary through the date of termination.
(a) Upon a voluntary termination for Good Reason
prior to the second anniversary of the Effective Date, the Executive shall be
entitled to receive his Base Salary for the remaining duration of the Term and a
pro rata portion of the bonus pursuant to the annual bonus program (as approved
by the Compensation Committee of the Board of Directors of the Company) (the
"Bonus Program") through 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. Upon a voluntary termination for Good Reason on or after the
second anniversary of the Effective Date, the Executive shall be entitled to
receive his Base Salary and a pro rata portion of the bonus pursuant to the
Bonus Program through the date of termination, for a period of twelve (12)
months after 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 (b), the Company shall arrange to provide the
Executive with life, disability and accident 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 (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.
The term "Good Reason" shall mean the requirement,
without the Executive's consent, that he relocate or perform a significant
portion of his duties under this Agreement outside a fifty (50) mile radius from
Euless, Texas.
(b) In the event of a Change in Control, the
Executive shall have the right (by written notice to the Company within ten (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 a pro rata portion of the bonus pursuant to the
Bonus Program through the date of termination, for a period of twelve (12)
months after 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 dental insurance benefits
substantially similar to those, which the Executive was receiving immediately
prior to the notice of termination. Benefits
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otherwise receivable by the Executive pursuant to this provision (c) 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.
The term "Change in Control" shall be as defined in
Section 2 of the Stock Option Plan.
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
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 for the remaining duration of the Term.
(b) For the length of the period for which severance
benefits are provided after any termination pursuant to this Section 4.5, the
Company shall arrange to provide the Executive with life, disability, and
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
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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 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, 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 of 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 purposes 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.
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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 The Executive agrees not to engage in any act 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 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 thereafter, 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 "Work Product"), 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", 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.
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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: Xxxxx Xxxxxx
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
Telephone: (000) 000-0000
Fax: (000) 000-0000
and
Attention: 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.
6.2 Entire Agreement. Except as provided in Sections 3.4, 3.5
and 5.3 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.
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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 Executive's
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 further 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 obligations hereunder, may not be assigned by the Executive. The Company may
assign this Agreement and its rights, together with its obligations, to any
other entity which 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
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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.
6.13 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 Internal Revenue Code of 1986, as amended (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 due under Section 4999
of the Code with respect to payments made pursuant to this Agreement.
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/ XXXXX XXXXXX
---------------------------------
Xxxxx Xxxxxx
WORLDWIDE FLIGHT SERVICES, INC.
By: /s/ XXXXXXX X. XXXXXXX
-----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Chairman
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