MANAGEMENT SERVICES AGREEMENT
This Management Services Agreement ("Agreement") is made this 14th day of
November, 1997 by and between Unique Investment Corp., a California corporation
("Unique"), and Hawker Pacific Aerospace, a California corporation ("Hawker
Pacific"), with reference to the following:
X. Xxxxxx Pacific is engaged in the repair and overhaul of landing gear
and hydromechanical components for a variety of aircraft.
B. Unique is in the business of providing management, strategic planning
assistance, general business advice and other services to companies and their
executive management.
C. In their capacities as principal shareholders and members of the Board
of Directors of Hawker Pacific, certain of Unique's executive officers have
gained extensive knowledge and a unique understanding of Hawker Pacific's
business and its operations, and as such, the Company and its executive
management ("Management") have determined that Unique's services would benefit
the Company in the future.
X. Xxxxxx Pacific desires to retain Unique and Unique agrees to be
retained, on the terms set forth below, to consult with Hawker Pacific in its
operations, render certain management services to Hawker Pacific and Management
and advise on such other matters as Hawker Pacific may require.
AGREEMENT
In consideration of the foregoing and of the mutual covenants herein
contained, the parties, intending to be legally bound, agree as follows:
1. MANAGEMENT SERVICES. Beginning January 1, 1999, Hawker Pacific
engages Unique, and Unique accepts such engagement to render such management,
advisory and consulting services with respect to Hawker Pacific's business as
Management may request from time to time, including, without limitation, the
following: (i) general consulting on Hawker Pacific's operations and strategic
plan; (ii) assistance and advice regarding hiring of executive management
personnel; (iii) assistance in obtaining or providing of funding to meet Hawker
Pacific's working capital requirements; and (iv) any such other role as
Management may require on Hawker Pacific's behalf.
2. TERM. This Agreement shall commence upon the closing of a bona fide
underwritten initial public offering (the "Public Offering") of Hawker Pacific's
securities registered under the Securities Act of 1933, as amended (the "Act")
and shall continue until terminated pursuant to Paragraph 4 below (the
"Management Term"). Upon the
1.
closing of the Public Offering, that certain Management Agreement dated as of
March 1, 1997 by and between Hawker Pacific and Unique shall terminate
automatically without further action.
3. MANAGEMENT FEES AND EXPENSES. As compensation for the services to be
rendered under this Agreement, Unique shall receive a fee of $12,500 per month
commencing on January 1, 1999 and continuing throughout the Management Term. In
addition, Hawker Pacific shall reimburse Unique for all reasonable and necessary
expenses incurred in carrying out its duties under this Agreement. Any such
reimbursement shall be made within 30 days following submission to Hawker
Pacific of invoices or other reasonable documentation of such expenses so
incurred.
4. TERMINATION. This Agreement shall terminate upon the closing of a
bona fide underwritten public offering of the Company's securities registered
under the Act in which at least 25% of the securities sold in such public
offering are sold by selling shareholders of the Company; PROVIDED, HOWEVER,
that termination of the Management Term under this Paragraph 4 shall not affect,
limit, waive or otherwise modify Hawker Pacific's obligation to pay Unique all
fees and reimbursable expenses incurred up to and through the effective date of
termination.
5. STATUS. The parties intend and agree that Unique is a consultant and
not an employee, agent, partner or joint venturer of Hawker Pacific. Unique
shall not represent to any third party that it is an employee, agent, partner or
joint venturer of Hawker Pacific. Unique shall not be entitled to receive any
employment benefits offered to employees of Hawker Pacific.
6. ATTORNEY'S FEES. In the event any legal action or proceeding is
commenced under or pursuant to any of the terms and conditions of this
Agreement, or to interpret or enforce the terms of or obligations arising out of
this Agreement, or to recover damages for the breach of this Agreement, the
party prevailing in any such action or proceeding shall be entitled, in addition
to any other relief awarded by a Court of competent jurisdiction, or other
tribunal, to recover from the other party all reasonable attorneys' fees, costs
and expenses incurred.
7. CHOICE OF LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of California, without reference to
principles governing conflict of laws. HAWKER PACIFIC AND UNIQUE HEREBY CONSENT
TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN ORANGE COUNTY
OF THE STATE OF CALIFORNIA OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR
RELATED TO THIS AGREEMENT AND AGREE THAT SERVICE ON THEM IN ANY SUCH SUIT,
ACTION OR PROCEEDING MAY BE EFFECTED BY GIVING NOTICE AS PROVIDED IN PARAGRAPH
12 HEREOF.
2.
8. HEADINGS. The headings of the sections and paragraphs of this
Agreement have been inserted for convenience of reference only and do not
constitute a part of this Agreement.
9. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
Unique and Hawker Pacific with respect to the subject matter hereof and
supersedes all prior and contemporaneous arrangements or understandings with
respect thereto.
10. AMENDMENTS; WAIVERS. The terms and provisions of this Agreement may
not be modified or amended, nor may any provision be waived, except pursuant to
a writing signed by both parties.
11. CONFIDENTIALITY. During the Term of this Agreement, Unique may have
access to certain confidential information and trade secrets relating to Hawker
Pacific's business. Except as may be required to carry out its duties as
defined in Paragraph 1 above, Unique, during the Management Term and for three
years thereafter, agrees not to disclose directly or indirectly any such
confidential information or trade secrets to any third party without Hawker
Pacific's prior consent.
12. NOTICES. All notices, requests, consents and other communications
hereunder to any party shall be deemed to be sufficient if contained in a
written instrument delivered in person or sent telecopy, nationally-recognized
overnight courier or first class registered or certified mail, return receipt
requested, postage prepaid, addressed to such party at the following addresses
set forth or such address as a party may designate in writing to the other
party.
If to Hawker Pacific: 00000 Xxxxxxx Xxx
Xxx Xxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx Xxxxxx
Tel. # (000) 000-0000
Fax # (000) 000-0000
If to Unique: 0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx Xxxxxxx
Tel. # (000) 000-0000
Fax # (000) 000-0000
All such notices, requests, consents and other communications shall be
deemed to have been delivered (a) in the case of personal delivery or delivery
by telecopy, on the date of such delivery, (b) in the case of dispatch by
nationally-recognized overnight courier, on the next business day following such
dispatch and (c) in the case of mailing, on the third business day after the
posting thereof.
3.
13. SEVERABILITY. Should any provision of this Agreement be deemed
unenforceable by any arbitrator or court of competent jurisdiction, the
remainder of the Agreement shall not be affected thereby.
14. CORPORATE AUTHORIZATION. Hawker Pacific hereby represents and
warrants that it has all corporate authority for the execution and performance
of this Agreement.
15. COUNTERPARTS. This Agreement may be executed concurrently in two or
more counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
HAWKER PACIFIC AEROSPACE
By: /s/ XXXXX XXXXXX
----------------
Xxxxx Xxxxxx
President and Chief Executive
Officer
UNIQUE INVESTMENT CORP.
By: /s/ XXXXX XXXXXXX
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Xxxxx Xxxxxxx
Chief Operating Officer
4.
