AGREEMENT
Exhibit 10.2
AGREEMENT
This Agreement (this “Agreement”), effective as of September 1, 2005, is made by and between
Xxxxxx Aircraft Industries, Inc., a Delaware corporation (the “Company”), and Xxxxxx Xxxxxxxx (the
“Director”).
WHEREAS, the Director is a member of the Board of Directors of the Company (the “Board”);
WHEREAS, the Company and the Director wish to discontinue the Director’s service as a member
of the Board; and
WHEREAS, the Director has been entitled to receive certain compensation from the Company in
connection with his service as a member of the Board, including certain Board fees and certain
Stock Options (the “Options”) under the Amended and Restated 2001 Xxxxxx Aircraft Industries, Inc.
Stock Option Plan (the “Plan”);
WHEREAS, in connection with his service as a member of the Board, the Director has purchased
certain shares of common stock of the Company (the “Shares”); and
WHEREAS, the Company and the Director mutually desire to settle and forever resolve any and
all obligations that may exist regarding compensation payable to the Director as a result of his
service as a member of the Board.
NOW, THEREFORE, in consideration of the covenants and undertakings contained herein, and for
other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Company
and the Director hereby agree as follows:
1. Resignation of Directorship. Effective as of September 1, 2005, the Director
hereby resigns his membership on the Board.
2. Payment by Company. The Company shall pay the Director an amount of cash equal to
one hundred eighty thousand dollars ($180,000), subject to reduction for all applicable withholding
taxes.
3. Full Settlement of All Obligations. The Director acknowledges and agrees that the
foregoing consideration represents settlement in full of all outstanding obligations owed to the
Director by the Company with respect to all compensation to which the Director may otherwise be
entitled in connection with his service as a member of the Board. The Director hereby waives,
relinquishes and gives up all of his right, title and interest in or to all such compensation
including his right, title and interest in or to the Shares and his right, title and interest in or
to the Options and the shares subject thereto (including under the applicable option agreement(s)
and the Plan as it relates to the Options), and Director hereby agrees that such Options are hereby
cancelled and shall be deemed null and void and of no force or effect.
IN WITNESS WHEREOF, the Company and the Director have caused this Agreement to be executed
effective as of the date first above written.
| XXXXXX AIRCRAFT INDUSTRIES, INC. |
||||
| By: | /s/ Xxx X. Xxxxxx | |||
| Name: | Xxx X. Xxxxxx | |||
| Title: | Chairman, President & Chief Executive Officer | |||
| DIRECTOR |
||||
| /s/ Xxxxxx Xxxxxxxx | ||||
| Xxxxxx Xxxxxxxx | ||||
