Exhibit 10
EMPLOYMENT AGREEMENT
Agreement made as of July 1, 1997, by and between AIR EXPRESS INTERNATIONAL
CORPORATION, a Delaware corporation with its offices at 000 Xxxxxxxx Xxxx,
Xxxxxx, Xxxxxxxxxxx 00000 ("AEI") and XXXXXXX X. XXXXXXX, XX. of Two Soundview
Drive, Greenwich, Connecticut 06830 ("HJH").
The parties agree as follows:
1. That HJH is hereby employed by AEI as the Chairman of the Board of
Directors of AEI to:
* Serve as Chairman of the Meetings of the Board of Directors of AEI.
* Serve as Chairman of the Meetings of the Shareholders of AEI.
* Serve as Chairman of the Executive Committee of the Board of
Directors of AEI.
In addition, HJH shall provide such evaluation and due diligence of
acquisition candidates and investor relations services as shall be
requested by the Chief Executive Officer of AEI.
2. This Agreement shall commence on July 1, 1997 and end on June 30,
2002. The Agreement may be terminated at any time by the Board of
Directors of AEI or by mutual agreement of HJH and the Board of
Directors of AEI. In either event, on termination of this Agreement,
HJH will be paid a sum equal to the annual salary payable by AEI to
HJH hereunder for the remaining term of this Agreement.
3. If there is a "change in control" of AEI, as is defined in this
Agreement, either party will have the right to terminate this
Agreement at any time after the change in control, and in the event of
such termination, HJH will be paid a sum equal to the annual salary
payable by AEI to HJH hereunder for the remaining term of this
Agreement. "Change in control" is defined to have occurred when: a)
more than 40 percent of AEI's outstanding common stock (or the
equivalent in voting power of any class or classes of outstanding
securities of AEI ordinarily entitled to vote in the election of
directors) shall be beneficially held or acquired by any corporation
or person or group; or (b) there is a sale or other disposition of all
or substantially all of the assets or business of AEI.
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4. HJH will receive an annual salary of $150,000.00 and shall be eligible
to participate in the AEI medical/dental/life insurance and 401(k)
benefit plans.
5. AEI will continue to provide life insurance coverage to HJH under
General American Life Insurance Policy Number 6127139 during the term
of this Agreement.
6. This Agreement shall be governed by the laws of the State of
Connecticut and constitutes the only agreement between the parties
relating to the employment of HJH by AEI, and supersedes and
terminates all previous consulting, employment and severance
agreements between HJH and AEI.
AIR EXPRESS INTERNATIONAL CORPORATION
Attest: By: ________________________________________
Xxxxxxx Xxxxxxxx, President
______________________________ and Chief Executive Officer
Xxxxxx X. XxXxxxxx, Secretary
________________________________________
XXXXXXX X. XXXXXXX, XX.
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