EXECUTIVE EMPLOYMENT AGREEMENT
AGREEMENT, dated as of February 1, 1997, by and between Tri-Star
Aerospace, Co., a Delaware corporation (the "Company"), and Xxxxxxx Xxxxxxxxx
(the "Executive").
WHEREAS, the Company desires to retain the Executive as its Chief
Operating Officer, and the Executive desires to provide his services to the
Company in such capacity, on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the respective
covenants and agreements of the parties set forth below, the parties agree as
follows:
1. EMPLOYMENT. Subject to all of the terms and conditions set forth in
this Agreement, the Company hereby employs the Executive, effective as of
February ___, 1997, as its Chief Operating Officer, and the Executive hereby
accepts such employment.
2. TERM. Unless earlier terminated pursuant to the provisions hereof,
the term of the Executive's employment (the "Term") shall have commenced on
February ___, 1997 and shall end on December 31, 1999.
3. DUTIES.
(a) During the Term, the Executive shall perform all duties and functions
reasonably appurtenant to his position as Chief Operating Officer, and as
reasonably directed by the Board of Directors of the Company.
(b) The Executive agrees to devote substantially all of his business time
to his duties as set forth above.
4. COMPENSATION.
(a) SALARY. During the term of the Executive's employment hereunder, the
Executive shall receive an annual salary of $200,000, payable in accordance
with the customary payroll practices of the Company, and shall be eligible for
such raises and bonuses as the compensation committee of the Board of Directors
of the Company, in its sole and absolute discretion, may provide.
(b) BENEFITS. The Executive shall receive such medical and other
benefits as are regularly offered to other senior executives of the Company.
5. EXPENSES. During the term of the Executive's employment hereunder,
the Executive shall be entitled to receive reimbursement for all reasonable
travel and business expenses incurred by him (in accordance with the policies
and procedures of the Company) in performing services hereunder, provided that
the Executive promptly and properly accounts therefor in accordance with the
Company's expense policy.
6. TERMINATION.
(a) TERMINATION WITHOUT CAUSE. If the Company terminates the employment
of the Executive other than for Cause (as defined herein) and other than by
reason of Disability (as defined herein):
(i) the Executive shall be entitled to receive (A) his salary and
personal time (I.E., vacation and sick time) accrued through the Date of
Termination (as defined herein) and (B) an amount equal to two times his base
compensation for the twelve-month period immediately preceding such termination
of employment, payable by the Company in equal installments, without
interruption, concurrently with the payment of the Company's normally scheduled
payroll for active employees, until the expiration of a period of two years
from the Date of Termination; and
(ii) the Executive shall be entitled to such medical and other benefits on
substantially the same terms as are regularly offered to senior executives of
the Company until the expiration of a period of two years from the Date of
Termination.
Notwithstanding the foregoing, if the Executive commences new full-time
employment during the two-year period beginning on the Date of Termination, the
payments and benefits described in Sections 6(a)(i) and (ii) shall cease
immediately upon the commencement of such employment.
(b) OTHER TERMINATION. In the event that the employment of the Executive
is terminated (i) due to the death or Disability (as defined herein) of the
Executive, (ii) by the Company for Cause, or (iii) for any other reason not
included in Section 6(a), the Executive shall have no right to receive any
unaccrued compensation or unaccrued personal time hereunder after the Date of
Termination (as defined herein).
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(c) DEFINITIONS. For purposes of this Agreement:
(i) "Disability" shall mean the inability (as reasonably determined
by the Board of Directors of the Company after consultation with the
Executive's regular attending physician) of the Executive, as a result of
incapacity due to physical or mental illness or disability, to substantially
perform his material duties with the Company for six consecutive months or
shorter periods aggregating six months during any twelve-month period; and
(ii) "Cause" shall mean the occurrence of one or more of the
following events: (A) any intentional or willful failure (other than a failure
resulting from the executive's physical illness or injury) by the Executive to
substantially perform his employment duties which shall not have been corrected
within 30 days following written notice from the Chairman of the Board of
Directors of the Company of the duties which such Executive has failed to
substantially perform, (B) any engaging by such Executive in misconduct which
is significantly injurious to the Company or any of its subsidiaries or
affiliates, (C) any breach by the Executive of any material covenant contained
in the Stockholders Agreement or any subscription agreement entered into by the
Executive with the Company, or (D) such Executive's conviction or entry of a
plea of NOLO CONTENDERE in respect of any felony, or of a misdemeanor which
results in or is reasonably expected to result in significant economic or
reputation injury to the Company or any of its subsidiaries or affiliates.
(d) NOTICE OF TERMINATION. Any termination of the Executive's employment
(other than a termination due to the death of the Executive) shall be
communicated by a written notice of termination (the "Notice of Termination")
which shall set forth in reasonable detail the basis for such termination of
employment under this agreement and shall be given in accordance with the
notice provisions herein. In the event that the Company terminates the
Executive's employment hereunder and does not provide a Notice of Termination
within 7 days thereafter, such termination shall be conclusively deemed to be
termination without Cause.
(e) DATE OF TERMINATION. For purposes of this Agreement, the "Date of
Termination" shall mean (i) if the Executive's employment is terminated by his
death, the date of his death, (ii) if the Executive's employment is
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terminated due to Disability, ten days after delivery to the Executive of the
Notice of Termination, (iii) in the case of non-renewal of the Term, at the
expiration of the Term, and (iv) in any other case, the date specified in the
Notice of Termination.
The performance by the Company of its obligations under this Section 6 shall
constitute full settlement and release of any claim or cause of action, of
whatsoever nature, which the Executive might otherwise assert against the
Company or any of its directors, stockholders, officers or employees pursuant
to this Agreement on account of the termination of the Executive's employment.
7. EXECUTIVE COVENANTS.
(a) NON-COMPETITION. During the Term and for a period of two years after
the Date of Termination, the Executive expressly covenants and agrees that he
shall not, without the express written consent of the Company, for his own
account or jointly with any other person, directly or indirectly, own, manage,
operate, join, control, loan money to, invest in, or otherwise participate in,
or be connected with, or become or act as an officer, employee, consultant,
representative or agent of, any business, individual, partnership, firm or
corporation (other than the Company and its subsidiaries or affiliates) which
is in competition with any business in which the Company or any of its
subsidiaries and affiliates are then engaged or planning to be engaged;
PROVIDED, HOWEVER, that the Executive may purchase or own, solely as an
inactive investor, the securities of any entity if (a) such securities are
publicly traded on a nationally-recognized stock exchange or on NASDAQ and (b)
the aggregate holdings of such securities by the Executive and his immediate
family do not exceed three percent (3%) of the voting power or three percent
(3%) of the capital stock of such entity.
(b) NO SOLICITATION. The Executive hereby agrees that during the Term
and for a period of two years after the Date of Termination, he shall not,
directly or indirectly, for his own account or jointly with another, or for or
on behalf of any entity, as principal, agent or otherwise, (i) solicit or
induce or in any manner attempt to solicit or induce any person employed by or
acting as a consultant to or agent of the Company or any of its subsidiaries or
affiliates to leave such position or (ii) interfere with, disrupt or attempt to
disrupt any relationship, contractual
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or otherwise, between the Company or any of its subsidiaries or affiliates
and any of the customers, clients or suppliers of the Company or any of its
subsidiaries or affiliates.
(c) CONFIDENTIAL INFORMATION. The Executive expressly covenants and
agrees that he will not at any time, whether during or after the Term, directly
or indirectly, disclose, use or permit the use of any trade secrets,
confidential information or proprietary information of, or relating to, the
Company or any of its subsidiaries or affiliates, other than as contemplated
hereunder during the Term. Notwithstanding the foregoing, the Executive shall
be permitted to disclose confidential information solely to the extent required
by court or administrative order, provided that the Executive immediately
provides notice to the Company that he is required by court or administrative
order to disclose such confidential information and the Company has had an
opportunity to protest and contest any assertion that the Executive is required
to make such disclosure and to seek a protective order or other remedy which
may narrow the scope of required disclosure or otherwise protect the
confidentiality of such information to the maximum extent possible. The
Executive agrees to cooperate and assist the Company, at the Company's expense,
in preparing any protest or contest of any such assertion and seeking any such
remedy. Confidential or proprietary information shall not include information
that is, at the time of receipt by Executive, in the public domain or is
otherwise generally known in the industry or subsequently enters the public
domain or becomes generally known in the industry through no fault of the
Executive.
(d) COVENANTS NON-EXCLUSIVE. The Executive acknowledges and agrees that
the covenants contained in this Section 7 shall not be deemed exclusive of any
common law rights of the Company or any of its subsidiaries or affiliates in
connection with the relationships contemplated hereby and that the Company
shall have any and all rights as may be provided by law in connection with the
relationships contemplated hereby.
8. INDEMNIFICATION. The Company agrees to indemnify and hold harmless
the Executive from and against any and all liabilities incurred or sustained by
him in connection with any claim, action, investigation, suit or proceeding to
which he may be made a party by reason of his acts or omissions in connection
with his being or having been an officer, director or employee of the Company
or
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Parent, to the maximum extent permitted by law. This Section a is not
intended to limit any rights which the Executive may have under the Company's
By-laws or under applicable law.
9. PURCHASE OF COMMON STOCK. Effective immediately and for a period of
30 days, the Executive shall have the right to purchase from Maple Leaf
Aerospace, Inc. ("Parent") 864 shares of the common stock of Parent, at a price
of $231.59 per share, subject to the terms and conditions of the Management
Stockholders' and Optionholders' Agreement, dated as of September 19, 1996,
among the Parent and the stockholders named therein, as the same may be amended
from time to time.
10. NOTICE. Any and all notices or any other communication provided for
herein shall be made in writing by hand-delivery, first-class mail (registered
or certified, with return receipt requested), telecopier, or overnight air
courier guaranteeing next day delivery, effective upon receipt, to the address
of the party appearing under his or its name below (or to such other address as
may be designated in writing by such party):
IF TO THE EXECUTIVE:
Xx. Xxxxxxx Xxxxxxxxx
[Address]
with a copy to:
IF TO THE COMPANY:
Tri-Star Aerospace, Co.
00000 Xxxx Xxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Attention: Chairman of the Board
With a copy to:
Odyssey Partners, L.P.
00 Xxxx 00xx Xxxxxx
0
Xxx Xxxx, Xxx Xxxx 00000
Attention: Mr. Xxxxxxx Xxxxxx
11. MISCELLANEOUS.
(a) AMENDMENT. Any provision of this Agreement may be amended or waived
if, but only if, such amendment or waiver is agreed to in writing signed by the
Executive and a duly authorized officer of the Company (other than the
Executive).
(b) WAIVER; ASSIGNMENT. No waiver by any party hereto at any time of any
breach of another party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of any other provision hereof. This Agreement shall be binding on and
inure to the benefit of the Company and its successors and permitted assigns.
This Agreement shall not be assignable by either party without the prior
written consent of the other party; PROVIDED, HOWEVER, that nothing contained
herein shall prohibit the Company from assigning this Agreement pursuant to a
merger, consolidation or sale of all or substantially all of the business or
assets of the Company. In addition, the Company shall require any such success
or to expressly assume and agree to perform this Agreement in the same manner
and to the same extent that the Company would be required to perform if no such
succession had taken place.
(c) GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the law of the State of Delaware without giving effect to the
conflict of laws provisions thereof.
(d) COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
(e) SEVERABILITY. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the
remainder of this Agreement.
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(f) ENTIRE AGREEMENT. This agreement supersedes any other agreement,
whether written or oral, that may have been made or entered into between the
parties hereto and constitutes the entire agreement by the parties related to
the matters specified herein.
(g) EQUITABLE RELIEF. It is hereby acknowledged that irreparable harm
would occur in the event that any of the provisions of this Agreement were not
performed fully by the undersigned in accordance with the terms specified
herein, and that monetary damages are an inadequate remedy for breach of this
Agreement because of the difficulty of ascertaining and quantifying the amount
of damage that will be suffered by the parties relying hereon in the event that
the undertakings and provisions contained in this Agreement were breached or
violated. Accordingly, each party hereto shall be entitled to an injunction or
injunctions to restrain, enjoin, and prevent breaches of the undertakings and
provisions hereof and to enforce specifically the undertakings and provisions
hereof in any court of the United States or any state having jurisdiction over
the matter, it being understood that any such remedies shall be in addition to,
and not in lieu of, any other rights and remedies available at law or in
equity.
[signature page follows]
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IN WITNESS WHEREOF, the parties have signed and delivered this Agreement
as of the date first above written.
TRI-STAR AEROSPACE, CO.
By: /s/ Xxxxxxx Xxxxxx
------------------------------
Name: Xxxxxxx Xxxxxx
Title:
/s/ Xxxxxxx Xxxxxxxxx
---------------------------------
Xxxxxxx Xxxxxxxxx
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