EMPLOYMENT AGREEMENT
This Agreement (the "Agreement") is dated November 1st, 1996 BETWEEN HAWKER
PACIFIC, INC. ("HPI") having its principal place of business at 00000 Xxxxxxx
Xxx, Xxx Xxxxxx, Xxxxxxxxxx 00000 AND XXXXX X. XXXX ("Employee") of 00000 X.
Xxxx Xxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxxxx, 00000.
1. RECITALS. HPI desires to continue to benefit from Employee in his
capacity as Vice President, Finance & Administration and Chief
Financial Officer of HPI; and Employee will serve as Vice President,
Finance & Administration and Chief Financial Officer of HPI on the
agreements set forth below and for other consideration, HPI and
Employee agree that Employee will be employed by HPI in accordance
with the terms of this Agreement.
2. SERVICES. During the term of his employment, Employee shall be
responsible for effectively performing the duties of his position and
such other duties assigned to him which are consistent with his
position and such other duties assigned to him which are consistent
with his position. Employee will utilize HPI's resources as
appropriate to best fulfill his responsibilities. Employee agrees to
devote his entire productive time, ability and attention to the
business of HPI. During the term of his employment, Employee also
agrees that he shall not directly or indirectly perform any services
of a business, commercial or professional nature for any person or
organization, whether for compensation or otherwise, without HPI's
prior written consent.
3. PLACE OF PERFORMANCE. HPI shall provide Employee with an appropriate
office at its offices, and all supplies, equipment, and office
personnel reasonably necessary to perform Employee's duties and
services.
4. COMPENSATION AND BENEFITS. As compensation and benefits for
Employee's services, HPI shall provide the following compensation and
benefits to Employee during the term of employment and upon
termination of his employment as provided by this Agreement:
4.1 BASE SALARY HPI shall pay Employee a base salary of $95,050
(ninety five thousand fifty dollars) per year or at such
higher rate as HPI may from time to time determine, payable
in equal installments at HPI's regular payroll periods.
4.2 BONUS. Employee shall be eligible for a periodic bonus on
the terms and conditions of a separate Executive Bonus Plan
Agreement between Employee and HPI. Such Executive Bonus
Plan Agreement shall address bonus based on HPI's
performance. The foregoing notwithstanding, the bonus
calculation for 1996 will be in accordance with the BTR plan
and payable in February 1997 subsequent to confirmation of
results by external audit and approval by Unique Investment
Corporation.
4.3 BENEFITS. Employee shall be entitled to such fringe
benefits and perquisites as are generally made available to
similarly contracted employees of HPI, whether such benefits
are presently in effect or come into effect during the term
of this Agreement, and such other fringe benefits as may be
determined by HPI in its sole discretion, except that
Employee's benefits shall not be reduced from those benefits
specifically provided in this Agreement.
4.4 VACATIONS. Employee shall be entitled to a vacation period
of three (3) weeks per year. Administration of Employee's
vacation and vacation year to year carry over xxxx
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be in accordance with the applicable HPI Policies and
Procedures. Upon termination of his employment with HPI for
any reason, Employee shall be paid for all unused, accrued
vacation time.
4.5 HOLIDAYS. Employee shall receive paid holidays in accordance
with applicable HPI Policies and Procedures.
4.6 SICK LEAVE. Employee shall be entitled to sick leave without
any loss in compensation.
4.7 INSURANCE. HPI shall provide to Employee paid health, dental,
disability and life insurance benefits in accordance with HPI
established plans. HPI shall reimburse Employee for insurance
premiums, deductibles and any other expenses not paid by the
Company Plan and for one comprehensive physical examination
annually.
4.8 PENSION PLAN(S). Employee will be eligible to participate in
HPI's Pension and 401k Plans in accordance with HPI Policies
and Procedures.
4.9 AUTOMOBILE. During the term of this Agreement, HPI will pay
Employee a $750 (seven hundred fifty dollars) per month
automobile allowance.
4.10 BUSINESS EXPENSES. HPI shall reimburse Employee for all
business expenses reasonably incurred by Employee in
connection with the performance of his duties under this
Agreement provided that Employee furnishes HPI with adequate
records or other evidence respecting such expenditures. HPI
shall reimburse Employee, or shall pay directly, all
reasonable entertainment, promotion, telephone and other
expenses incurred in connection with the performance of
Employee's duties under this Agreement as well as all
reasonable travel and living expenses while traveling business
related.
4.11 EQUITY PARTICIPATION. Employee will acquire equity in HPI in
accordance with terms and conditions of a separate Executive
Equity Plan Agreement between Employee and HPI.
5. TERM AND TERMINATION.
5.1 TERM OF AGREEMENT. The term of Employee's employment with HPI
shall commence on November 1, 1996 and shall end on October
31, 1999 the ("Termination Date"), unless terminated earlier
in accordance with the terms of this Agreement or unless
extended in accordance with paragraph 5.2 below.
5.2 TERMINATION. Either party shall give at least three months
prior written notice to the other prior to the Termination
Date to terminate this Agreement or the Agreement shall be
extended for an additional year under the same terms and
conditions of this Agreement. For purposes of this Agreement,
the "Term of this Agreement" shall mean the full term of the
Agreement, including subsequent terms, and not only the
initial term.
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5.3 RIGHTS OF EMPLOYEE UPON TERMINATION.
(A) HPI may terminate Employee "Without Cause" at any time
upon giving written notice to Employee. HPI shall then
pay Employee "Severance Pay" equal to Employee's Base
Salary and benefits in accordance with the paragraphs of
Article 4 above for the remaining term of this Agreement
until the Termination Date or for one year whichever
period is longer. "Severance Pay" shall include a
calendar based pro-rata bonus for the year of termination.
Severance pay shall be paid in equal installments on
HPI's normal payment schedule or in lump sum(s) at
Employer's option. Additionally, the Employee shall
receive "Severance Pay" as described above if at any time
the Employee's duties or terms of employment materially
change and Employee elects to leave the employ of HPI as a
result of such change.
(B) HPI may terminate Employee for "Cause" at any time, with
or without advance notice upon giving written notice to
Employee, if Employee has: (i) committed fraud,
misappropriation or theft; ( ii) engaged in gross
misconduct in the performance of his duties; (iii) engaged
in unlawful conduct which has a material adverse effect on
HPI; or (iv) been convicted of a felony.
If Employee is terminated for "Cause" he shall have no
rights whatsoever pursuant to this Agreement except as
provided for in the Executive Equity Plan Agreement. This
Employment Agreement shall terminate immediately upon such
written notice to Employee.
5.4 DEATH OR DISABILITY.
(A) Upon Employee's death, Employee's Base Salary and all
benefits payable to Employee shall be paid to his heirs
under the terms of this Agreement through the Termination
Date. Such amount to be reduced by proceeds of life
insurance paid by HPI.
(B) Upon Employee's "permanent disability", Employee's Base
Salary and fringe benefits payable shall be paid through
the Termination Date reduced by any disability insurance
proceeds received by him from any policy paid for by HPI
and any State disability insurance. "Permanent
disability" means Employee's inability to substantially
perform his duties for any physical, mental, emotional or
other reason for 90 consecutive days or more.
6. MISCELLANEOUS PROVISIONS.
6.1 NOTICES. All notices, demands and other communications,
provided for in this Agreement ("Notice") shall be in writing
and shall be given to such party at its address as set forth
below or such address as such party may specify of the purpose
by Notice to the other party listed below. Each Notice shall be
deemed delivered to the party to whom it is addressed on the
next business day following its actual delivery at the address
specified in this paragraph.
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TO: Hawker Pacific, Inc.
00000 Xxxxxxx Xxx
Xxx Xxxxxx, XX 00000
Attn: CFO
TO: Xxxxx X. Xxxx
00000 X. Xxxx Xxxxx
Xxxxxxxxx Xxxxx, XX 00000
6.2 NO ASSIGNMENT. This Agreement may not be assigned by any party
without the prior written consent of the other party.
6.3 INTERPRETATION. The resolution of ambiguities against the
drafting party shall not apply in the enforcement and
interpretation of this Agreement, and this Agreement shall be
given a fair and reasonable construction in accordance with the
intent of the parties.
6.4 GOVERNING LAW. This Agreement shall be governed by, interpreted
under, construed and enforced in accordance with the laws of the
State of California.
6.5 PARTIAL INVALIDITY. If any term or provision of this Agreement
or the application thereof shall, to any extent, be invalid or
unenforceable, then the remainder of this Agreement, or the
application of such term or provision other than those as to
which it is held invalid or unenforceable, shall not be affected
and shall be valid and enforceable to the fullest extent
permitted by law.
6.6 COUNTERPARTS AND PHOTOCOPIES. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the
same instrument. Photocopies of this Agreement shall also be
given the same effect as the original.
6.7 ENTIRE AGREEMENT. This Agreement is the final expression of,
and contains the entire agreement between, the parties with
respect to the subject matter of this Agreement and supersedes
all prior negotiations, understandings and agreements. No
statements, promises or representations have been made by any
party to any other, or relied upon, and no consideration has
been offered, promised, expected or held out other than
expressly provided in this Agreement. This Agreement may not be
modified, changed, amended, supplemented or terminated, except
by a written instrument signed by the party to be charged or by
its duly authorized agent.
6.8 WAIVERS. The waiver by either party of the breach of any term,
provision, covenant or condition contained in this Agreement, or
the failure or either party to insist on strict performance by
the other, shall not be deemed to be a waiver of such term,
provision, covenant or condition contained in this Agreement.
The acceptance of performance by either party shall not be
deemed to be a waiver of any breach or default by the other
party, regardless of the non-defaulting party's knowledge of
such breach or default at the time of acceptance of performance.
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6.9 ATTORNEY'S FEES. If any action is commenced to enforce any of
the provisions of this Agreement or to enforce a judgment, the
unsuccessful party shall pay all costs incurred by the
prevailing party, including reasonable attorneys' fees and
costs, arbitration fees and costs, court costs and
reimbursements for any other expenses.
6.10 CAPTIONS. The paragraph and section headings in this Agreement
are solely for convenience of reference and are not a part of an
are not intended to govern, limit or aid in the construction of
any term provision of this Agreement.
6.11 FURTHER ASSURANCES. The parties agree, without any additional
consideration or any unreasonable delay, to execute all such
other instruments and documents and to take all actions as may
be reasonably necessary or desirable to further implement the
provisions of this Agreement.
7. ARBITRATION. All claims, disputes or other matters in question arising
out of, or relating to, this Agreement or the breach of this Agreement
shall be decided in accordance with the then current California
Employment Resolution Dispute Rules of the American Arbitration
Association. Arbitration shall be held in Los Angeles, California. The
award of the arbitrator shall be final and binding upon the parties, and
judgment may be entered upon it in accordance with applicable law in any
court having jurisdiction. This agreement to arbitrate shall be
self-executing without the necessity of filing any action in any court
and shall be specifically enforceable under the prevailing arbitration
law.
The parties execute this Agreement on the date set forth above.
HAWKER PACIFIC, INC.
By: /s/ X. XXXXXX
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Its: President
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Date: 27 November 1996
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XXXXX X. XXXX
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Date: 27 November 1996
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