Exhibit 10.46
Management Incentive Program Agreements, dated February 4, 2000,
for the following individuals:
Biety, Xxxxxx
Xxxx, Xxxxx
Xxxxx, Xxxxx
Xxxxxx, Xxxxx
Xxxxxx, Xxxx
Xxxxxx, Xxxxxxxx
Xxxxxx, Xxxxx
Xxxxxxxxx, Xxxx
Xxxxxxx, Xxxxxx
Xxxxx, Xxxxxxx
MANAGEMENT INCENTIVE PROGRAM AGREEMENT
This Management Incentive Program Agreement ("the Agreement") is executed as of
February 4, 2000, by and between Hawker Pacific Aerospace, a California
corporation (the "Company") and Xxxxxx X. Xxxxx (the "Employee").
RECITALS
WHEREAS, the Board of Directors of the Company (the "Board") is currently
in the process of exploring strategic combinations with other organizations, and
is actively seeking to sell the Company;
WHEREAS, the Board has concluded that providing incentives to certain
members of management with regard to the sale of the Company will serve to
enhance shareholder value;
WHEREAS, the Board has resolved on October 27, 1999, to implement a
Management Incentive Program to provide such incentives; and
NOW, THEREFORE, in consideration of the foregoing premises, and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged; the parties hereby agree as follows:
1. Employment Agreement. This Agreement amends and supersedes any contract of
--------------------
employment or stock option agreement the Employee may have with the Company. In
the event of a conflict with any provision of such contracts, this Agreement
shall control. However, nothing in this Agreement is intended to remove any
right or benefit in such contracts where no conflict exists.
2. Change of Control. For the purposes of this Agreement, a "Change of
-----------------
Control" shall be defined as (i) the sale, transfer, conveyance or disposition,
whether direct or indirect, of all or substantially all of the assets of the
Company, (ii) a consolidation or merger of the Company with or into any entity
in which the Company is not the surviving entity, (iii) a consolidation or
merger of the Company with or into any other entity in which the Company is the
surviving entity, if immediately after such transaction the shareholders of the
Company as of November 1, 1996 (i.e., the shareholders of Unique Investment
Corporation ("Unique") and management only) own less than 35% of the voting
power of the capital stock of the surviving entity that is normally entitled to
vote in the election of directors, or (iv) any "person" or "group" (as such
terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") whether or not applicable), other than the
shareholders or affiliates of Unique, becomes the beneficial owner or is deemed
to beneficially own (as described in Rule 13d-3 under the Exchange Act) in
excess of 30% of the Company's voting power of the capital stock normally
entitled to vote in the election of directors of the Company. The provisions of
this Agreement shall also apply if Employee is terminated for any reason within
ninety days of any Change in Control.
3. Incentive Payment. In addition to any compensation, benefits or rights
-----------------
Employee may have under any contract of employment with the Company, in the
event of a Change of Control, Employee shall receive an Incentive Payment based
on the Purchase Price of the Company.
3.1. The "Purchase Price" per share shall be defined as (i) the gross amount of
proceeds (before any deductions for commissions, fees or other transaction
costs) paid or payable, directly or indirectly, to or for the benefit of the
Company and/or its security holders in cash or any other form of consideration
(excluding the assumption or retirement of any of the Company's debt), divided
by (ii) the number of fully diluted common shares of the Company on the date
that the Change in Control occurs (the "Closing
Date"). For this purpose, the number of fully diluted shares shall be calculated
after any automatic vesting of shares (as provided in Section 5), but without
the dilutive effect of any shares which may have been issued with regard to the
private placement equity transaction executed by the Company in December 1999.
3.2. Upon the occurrence of a Change in Control, if the Purchase Price is at
least $6.00 per share, then the Company shall make an Incentive Payment to the
Employee as follows.
(a) Purchase Price from $6.00 up to $7.00: a fixed amount of $37,500.
(b) Purchase Price of $7.00 or over: $75,000, plus $25,000 for every dollar,
or pro rata portion thereof, over $7.00. For example, a Purchase Price of $8.20
would yield an Incentive Payment of $105,000.
4. Change of Control Payment. For the purpose of determining the Change of
-------------------------
Control Payment only (as provided for in Section 8 of Employee's Employment
Agreement), "Total Compensation Package" shall be defined to include only the
base salary then in effect, plus the annual cost of insurance benefits and an
automobile allowance. The financial cost of other fringe benefits, including
bonus, housing costs, vacations, holidays, sick leave and pension plans, shall
not be included. As of the date of this Agreement, Employee's annual Total
Compensation Package amounts to $184,089.
5. Stock Options Payment. Any unvested stock options of the Company which have
---------------------
been issued to the Employee shall automatically vest on the Closing Date. All
vested options of the Employee for which the Purchase Price is greater than the
option price shall be referred to as the "Exercisable Options". The Employee
shall be paid a net amount equal to (i) the product of the Purchase Price times
the number of all Exercisable Options, less (ii) the product of the option price
and the number of all Exercisable Options, less (iii) any applicable transaction
costs or fees payable to an entity other than the Company.
6. Time and Form of Payment. The Change of Control Payment required under
------------------------
Employee's Employment Agreement, plus the payments required under Sections 3 and
5 of this Agreement, shall be paid in full, by certified or cashier's check in
U.S. dollars, on the Closing Date. Any termination payments required under
Section 5.3 of Employee's Employment Agreement shall be paid in full, by
certified or cashier's check in U.S. dollars, on the date of termination.
7. Miscellaneous. This Agreement constitutes the entire agreement with regard
-------------
to the subject matter hereof. This Agreement may not be assigned, and shall not
be modified or amended except in writing signed by both parties. This Agreement
may be executed in counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same document. Photocopies of
this Agreement shall be given the same effect as the original. This Agreement
shall be governed by and interpreted under the laws of the State of California.
The resolution of ambiguities against the drafting party shall not apply in the
enforcement and interpretation of this Agreement.
8. Arbitration. All claims, disputes or other matters in question arising out
-----------
of or relating to this Agreement shall be decided in accordance with the
California Employment Resolution Dispute Rules of the American Arbitration
Association. The 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 any court having jurisdiction. If any arbitration or other
action is commenced to enforce any of the provisions of this Agreement, 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, plus interest in the
amount of 12% per annum from the Closing Date on any payments required under
Sections 3, 4 or 5 of this Agreement.
IN WITNESS WHEREOF, the parties hereto, being duly authorized and
empowered, have executed and delivered this Agreement as of the date first set
forth above.
HAWKER PACIFIC AEROSPACE
By: /s/ Xxxxx X. Xxxxxx
----------------------
Xxxxx X. Xxxxxx
President & CEO
EMPLOYEE
By: /s/ Xxxxxx Xxxxx
---------------------
Xxxxxx X. Xxxxx
MANAGEMENT INCENTIVE PROGRAM AGREEMENT
This Management Incentive Program Agreement ("the Agreement") is executed as of
February 4, 2000, by and between Hawker Pacific Aerospace, a California
corporation (the "Company") and Xxxxx X. Xxxx (the "Employee").
RECITALS
WHEREAS, the Board of Directors of the Company (the "Board") is currently
in the process of exploring strategic combinations with other organizations, and
is actively seeking to sell the Company;
WHEREAS, the Board has concluded that providing incentives to certain
members of management with regard to the sale of the Company will serve to
enhance shareholder value;
WHEREAS, the Board has resolved on October 27, 1999, to implement a
Management Incentive Program to provide such incentives; and
NOW, THEREFORE, in consideration of the foregoing premises, and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged; the parties hereby agree as follows:
1. Employment Agreement. This Agreement amends and supersedes any contract of
--------------------
employment or stock option agreement the Employee may have with the Company. In
the event of a conflict with any provision of such contracts, this Agreement
shall control. However, nothing in this Agreement is intended to remove any
right or benefit in such contracts where no conflict exists.
2. Change of Control. For the purposes of this Agreement, a "Change of
-----------------
Control" shall be defined as (i) the sale, transfer, conveyance or disposition,
whether direct or indirect, of all or substantially all of the assets of the
Company, (ii) a consolidation or merger of the Company with or into any entity
in which the Company is not the surviving entity, (iii) a consolidation or
merger of the Company with or into any other entity in which the Company is the
surviving entity, if immediately after such transaction the shareholders of the
Company as of November 1, 1996 (i.e., the shareholders of Unique Investment
Corporation ("Unique") and management only) own less than 35% of the voting
power of the capital stock of the surviving entity that is normally entitled to
vote in the election of directors, or (iv) any "person" or "group" (as such
terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") whether or not applicable), other than the
shareholders or affiliates of Unique, becomes the beneficial owner or is deemed
to beneficially own (as described in Rule 13d-3 under the Exchange Act) in
excess of 30% of the Company's voting power of the capital stock normally
entitled to vote in the election of directors of the Company. The provisions of
this Agreement shall also apply if Employee is terminated for any reason within
ninety days of any Change in Control.
3. Incentive Payment. In addition to any compensation, benefits or rights
-----------------
Employee may have under any contract of employment with the Company, in the
event of a Change of Control, Employee shall receive an Incentive Payment based
on the Purchase Price of the Company.
3.1. The "Purchase Price" per share shall be defined as (i) the gross amount
of proceeds (before any deductions for commissions, fees or other transaction
costs) paid or payable, directly or indirectly, to or for the benefit of the
Company and/or its security holders in cash or any other form of consideration
(excluding the assumption or retirement of any of the Company's debt), divided
by (ii) the number of fully diluted common shares of the Company on the date
that the Change in Control occurs (the "Closing
Date"). For this purpose, the number of fully diluted shares shall be calculated
after any automatic vesting of shares (as provided in Section 5), but without
the dilutive effect of any shares which may have been issued with regard to the
private placement equity transaction executed by the Company in December 1999.
3.2. Upon the occurrence of a Change in Control, if the Purchase Price is at
least $6.00 per share, then the Company shall make an Incentive Payment to the
Employee as follows.
(a) Purchase Price from $6.00 up to $7.00: a fixed amount of $37,500.
(b) Purchase Price of $7.00 or over: $75,000, plus $25,000 for every dollar,
or pro rata portion thereof, over $7.00. For example, a Purchase Price of $8.20
would yield an Incentive Payment of $105,000.
4. Change of Control Payment. For the purpose of determining the Change of
-------------------------
Control Payment only (as provided for in Section 8 of Employee's Employment
Agreement), "Total Compensation Package" shall be defined to include only the
base salary then in effect, plus the annual cost of insurance benefits and an
automobile allowance. The financial cost of other fringe benefits, including
bonus, housing costs, vacations, holidays, sick leave and pension plans, shall
not be included. As of the date of this Agreement, Employee's annual Total
Compensation Package amounts to $177,537.
5. Stock Options Payment. Any unvested stock options of the Company which have
---------------------
been issued to the Employee shall automatically vest on the Closing Date. All
vested options of the Employee for which the Purchase Price is greater than the
option price shall be referred to as the "Exercisable Options". The Employee
shall be paid a net amount equal to (i) the product of the Purchase Price times
the number of all Exercisable Options, less (ii) the product of the option price
and the number of all Exercisable Options, less (iii) any applicable transaction
costs or fees payable to an entity other than the Company.
6. Time and Form of Payment. The Change of Control Payment required under
------------------------
Employee's Employment Agreement, plus the payments required under Sections 3 and
5 of this Agreement, shall be paid in full, by certified or cashier's check in
U.S. dollars, on the Closing Date. Any termination payments required under
Section 5.3 of Employee's Employment Agreement shall be paid in full, by
certified or cashier's check in U.S. dollars, on the date of termination.
7. Miscellaneous. This Agreement constitutes the entire agreement with regard
-------------
to the subject matter hereof. This Agreement may not be assigned, and shall not
be modified or amended except in writing signed by both parties. This Agreement
may be executed in counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same document. Photocopies of
this Agreement shall be given the same effect as the original. This Agreement
shall be governed by and interpreted under the laws of the State of California.
The resolution of ambiguities against the drafting party shall not apply in the
enforcement and interpretation of this Agreement.
8. Arbitration. All claims, disputes or other matters in question arising out
-----------
of or relating to this Agreement shall be decided in accordance with the
California Employment Resolution Dispute Rules of the American Arbitration
Association. The 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 any court having jurisdiction. If any arbitration or other
action is commenced to enforce any of the provisions of this Agreement, 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, plus interest in the
amount of 12% per annum from the Closing Date on any payments required under
Sections 3, 4 or 5 of this Agreement.
IN WITNESS WHEREOF, the parties hereto, being duly authorized and
empowered, have executed and delivered this Agreement as of the date first set
forth above.
HAWKER PACIFIC AEROSPACE
By: /s/ Xxxxx X. Xxxxxx
----------------------
Xxxxx X. Xxxxxx
President & CEO
EMPLOYEE
By: /s/ Xxxxx X. Xxxx
-------------------
Xxxxx X. Xxxx
MANAGEMENT INCENTIVE PROGRAM AGREEMENT
This Management Incentive Program Agreement ("the Agreement") is executed as of
February 4, 2000, by and between Hawker Pacific Aerospace, a California
corporation (the "Company") and Xxxxx X. Xxxxx (the "Employee").
RECITALS
WHEREAS, the Board of Directors of the Company (the "Board") is currently
in the process of exploring strategic combinations with other organizations, and
is actively seeking to sell the Company;
WHEREAS, the Board has concluded that providing incentives to certain
members of management with regard to the sale of the Company will serve to
enhance shareholder value;
WHEREAS, the Board has resolved on October 27, 1999, to implement a
Management Incentive Program to provide such incentives; and
NOW, THEREFORE, in consideration of the foregoing premises, and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged; the parties hereby agree as follows:
1. Employment Agreement. This Agreement amends and supersedes Employee's stock
--------------------
option agreement with the Company. In the event of a conflict with any provision
of such contract, this Agreement shall control. However, nothing in this
Agreement is intended to remove any right or benefit in such contract where no
conflict exists.
2. Change of Control. For the purposes of this Agreement, a "Change of
-----------------
Control" shall be defined as (i) the sale, transfer, conveyance or disposition,
whether direct or indirect, of all or substantially all of the assets of the
Company, (ii) a consolidation or merger of the Company with or into any entity
in which the Company is not the surviving entity, (iii) a consolidation or
merger of the Company with or into any other entity in which the Company is the
surviving entity, if immediately after such transaction the shareholders of the
Company as of November 1, 1996 (i.e., the shareholders of Unique Investment
Corporation ("Unique") and management only) own less than 35% of the voting
power of the capital stock of the surviving entity that is normally entitled to
vote in the election of directors, or (iv) any "person" or "group" (as such
terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") whether or not applicable), other than the
shareholders or affiliates of Unique, becomes the beneficial owner or is deemed
to beneficially own (as described in Rule 13d-3 under the Exchange Act) in
excess of 30% of the Company's voting power of the capital stock normally
entitled to vote in the election of directors of the Company. The provisions of
this Agreement shall also apply if Employee is terminated for any reason within
ninety days of any Change in Control.
3. Incentive Payment. In addition to any compensation, benefits or rights
-----------------
Employee may have under any stock option with the Company, in the event of a
Change of Control, Employee shall receive an Incentive Payment based on the
Purchase Price of the Company.
3.1. The "Purchase Price" per share shall be defined as (i) the gross amount
of proceeds (before any deductions for commissions, fees or other transaction
costs) paid or payable, directly or indirectly, to or for the benefit of the
Company and/or its security holders in cash or any other form of consideration
(excluding the assumption or retirement of any of the Company's debt), divided
by (ii) the number of fully diluted common shares of the Company on the date
that the Change in Control occurs (the "Closing Date"). For this purpose, the
number of fully diluted shares shall be calculated after any automatic vesting
of shares (as provided in Section 5), but without the dilutive effect of any
shares which may have been issued with regard to the private placement equity
transaction executed by the Company in December 1999.
3.2. Upon the occurrence of a Change in Control, if the Purchase Price is at
least $6.00 per share, then the Company shall make an Incentive Payment to the
Employee as follows.
(a) Purchase Price from $6.00 up to $7.00: a fixed amount of $25,000.
(b) Purchase Price of $7.00 or over: $50,000, plus $10,000 for every dollar,
or pro rata portion thereof, over $7.00. For example, a Purchase Price of $8.20
would yield an Incentive Payment of $62,000.
4. Stock Options Payment. Any unvested stock options of the Company which have
---------------------
been issued to the Employee shall automatically vest on the Closing Date. All
vested options of the Employee for which the Purchase Price is greater than the
option price shall be referred to as the "Exercisable Options". The Employee
shall be paid a net amount equal to (i) the product of the Purchase Price times
the number of all Exercisable Options, less (ii) the product of the option price
and the number of all Exercisable Options, less (iii) any applicable transaction
costs or fees payable to an entity other than the Company.
5. Time and Form of Payment. The payments required under Sections 3 and 4 of
------------------------
this Agreement, shall be paid in full, by certified or cashier's check in U.S.
dollars, on the Closing Date.
6. Miscellaneous. This Agreement constitutes the entire agreement with regard
-------------
to the subject matter hereof. This Agreement may not be assigned, and shall not
be modified or amended except in writing signed by both parties. This Agreement
may be executed in counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same document. Photocopies of
this Agreement shall be given the same effect as the original. This Agreement
shall be governed by and interpreted under the laws of the State of California.
The resolution of ambiguities against the drafting party shall not apply in the
enforcement and interpretation of this Agreement.
7. Arbitration. All claims, disputes or other matters in question arising out
-----------
of or relating to this Agreement shall be decided in accordance with the
California Employment Resolution Dispute Rules of the American Arbitration
Association. The 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 any court having jurisdiction. If any arbitration or other
action is commenced to enforce any of the provisions of this Agreement, 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, plus interest in the
amount of 12% per annum from the Closing Date on any payments required under
Sections 3 or 4 of this Agreement.
IN WITNESS WHEREOF, the parties hereto, being duly authorized and
empowered, have executed and delivered this Agreement as of the date first set
forth above.
HAWKER PACIFIC AEROSPACE
By: /s/ Xxxxx X. Xxxxxx
----------------------
Xxxxx X. Xxxxxx
President & CEO
EMPLOYEE
By: /s/ Xxxxx X. Xxxxx
---------------------
Xxxxx X. Xxxxx
MANAGEMENT INCENTIVE PROGRAM AGREEMENT
This Management Incentive Program Agreement ("the Agreement") is executed as of
February 4, 2000, by and between Hawker Pacific Aerospace, a California
corporation (the "Company") and Xxxxx Xxxxxx (the "Employee").
RECITALS
WHEREAS, the Board of Directors of the Company (the "Board") is currently
in the process of exploring strategic combinations with other organizations, and
is actively seeking to sell the Company;
WHEREAS, the Board has concluded that providing incentives to certain
members of management with regard to the sale of the Company will serve to
enhance shareholder value;
WHEREAS, the Board has resolved on October 27, 1999, to implement a
Management Incentive Program to provide such incentives; and
NOW, THEREFORE, in consideration of the foregoing premises, and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged; the parties hereby agree as follows:
1. Employment Agreement. This Agreement amends and supersedes Employee's stock
--------------------
option agreement with the Company. In the event of a conflict with any provision
of such contract, this Agreement shall control. However, nothing in this
Agreement is intended to remove any right or benefit in such contract where no
conflict exists.
2. Change of Control. For the purposes of this Agreement, a "Change of
-----------------
Control" shall be defined as (i) the sale, transfer, conveyance or disposition,
whether direct or indirect, of all or substantially all of the assets of the
Company, (ii) a consolidation or merger of the Company with or into any entity
in which the Company is not the surviving entity, (iii) a consolidation or
merger of the Company with or into any other entity in which the Company is the
surviving entity, if immediately after such transaction the shareholders of the
Company as of November 1, 1996 (i.e., the shareholders of Unique Investment
Corporation ("Unique") and management only) own less than 35% of the voting
power of the capital stock of the surviving entity that is normally entitled to
vote in the election of directors, or (iv) any "person" or "group" (as such
terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") whether or not applicable), other than the
shareholders or affiliates of Unique, becomes the beneficial owner or is deemed
to beneficially own (as described in Rule 13d-3 under the Exchange Act) in
excess of 30% of the Company's voting power of the capital stock normally
entitled to vote in the election of directors of the Company. The provisions of
this Agreement shall also apply if Employee is terminated for any reason within
ninety days of any Change in Control.
3. Incentive Payment. In addition to any compensation, benefits or rights
-----------------
Employee may have under any stock option with the Company, in the event of a
Change of Control, Employee shall receive an Incentive Payment based on the
Purchase Price of the Company.
3.1. The "Purchase Price" per share shall be defined as (i) the gross amount
of proceeds (before any deductions for commissions, fees or other transaction
costs) paid or payable, directly or indirectly, to or for the benefit of the
Company and/or its security holders in cash or any other form of consideration
(excluding the assumption or retirement of any of the Company's debt), divided
by (ii) the number of fully diluted common shares of the Company on the date
that the Change in Control occurs (the "Closing Date"). For this purpose, the
number of fully diluted shares shall be calculated after any automatic vesting
of shares (as provided in Section 5), but without the dilutive effect of any
shares which may have been issued with regard to the private placement equity
transaction executed by the Company in December 1999.
3.2. Upon the occurrence of a Change in Control, if the Purchase Price is at
least $6.00 per share, then the Company shall make an Incentive Payment to the
Employee as follows.
(a) Purchase Price from $6.00 up to $7.00: a fixed amount of $25,000.
(b) Purchase Price of $7.00 or over: $50,000, plus $10,000 for every dollar,
or pro rata portion thereof, over $7.00. For example, a Purchase Price of $8.20
would yield an Incentive Payment of $62,000.
4. Stock Options Payment. Any unvested stock options of the Company which have
---------------------
been issued to the Employee shall automatically vest on the Closing Date. All
vested options of the Employee for which the Purchase Price is greater than the
option price shall be referred to as the "Exercisable Options". The Employee
shall be paid a net amount equal to (i) the product of the Purchase Price times
the number of all Exercisable Options, less (ii) the product of the option price
and the number of all Exercisable Options, less (iii) any applicable transaction
costs or fees payable to an entity other than the Company.
5. Time and Form of Payment. The payments required under Sections 3 and 4 of
------------------------
this Agreement, shall be paid in full, by certified or cashier's check in U.S.
dollars, on the Closing Date.
6. Miscellaneous. This Agreement constitutes the entire agreement with regard
-------------
to the subject matter hereof. This Agreement may not be assigned, and shall not
be modified or amended except in writing signed by both parties. This Agreement
may be executed in counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same document. Photocopies of
this Agreement shall be given the same effect as the original. This Agreement
shall be governed by and interpreted under the laws of the State of California.
The resolution of ambiguities against the drafting party shall not apply in the
enforcement and interpretation of this Agreement.
7. Arbitration. All claims, disputes or other matters in question arising out
-----------
of or relating to this Agreement shall be decided in accordance with the
California Employment Resolution Dispute Rules of the American Arbitration
Association. The 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 any court having jurisdiction. If any arbitration or other
action is commenced to enforce any of the provisions of this Agreement, 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, plus interest in the
amount of 12% per annum from the Closing Date on any payments required under
Sections 3 or 4 of this Agreement.
IN WITNESS WHEREOF, the parties hereto, being duly authorized and
empowered, have executed and delivered this Agreement as of the date first set
forth above.
HAWKER PACIFIC AEROSPACE
By: /s/ Xxxxx X. Xxxxxx
----------------------
Xxxxx X. Xxxxxx
President & CEO
EMPLOYEE
By: /s/ Xxxxx Xxxxxx
-------------------
Xxxxx Xxxxxx
MANAGEMENT INCENTIVE PROGRAM AGREEMENT
This Management Incentive Program Agreement ("the Agreement") is executed as of
February 4, 2000, by and between Hawker Pacific Aerospace, a California
corporation (the "Company") and Xxxx X. Xxxxxx (the "Employee").
RECITALS
WHEREAS, the Board of Directors of the Company (the "Board") is currently
in the process of exploring strategic combinations with other organizations, and
is actively seeking to sell the Company;
WHEREAS, the Board has concluded that providing incentives to certain
members of management with regard to the sale of the Company will serve to
enhance shareholder value;
WHEREAS, the Board has resolved on October 27, 1999, to implement a
Management Incentive Program to provide such incentives; and
NOW, THEREFORE, in consideration of the foregoing premises, and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged; the parties hereby agree as follows:
1. Employment Agreement. This Agreement amends and supersedes Employee's stock
--------------------
option agreement with the Company. In the event of a conflict with any provision
of such contract, this Agreement shall control. However, nothing in this
Agreement is intended to remove any right or benefit in such contract where no
conflict exists.
2. Change of Control. For the purposes of this Agreement, a "Change of
-----------------
Control" shall be defined as (i) the sale, transfer, conveyance or disposition,
whether direct or indirect, of all or substantially all of the assets of the
Company, (ii) a consolidation or merger of the Company with or into any entity
in which the Company is not the surviving entity, (iii) a consolidation or
merger of the Company with or into any other entity in which the Company is the
surviving entity, if immediately after such transaction the shareholders of the
Company as of November 1, 1996 (i.e., the shareholders of Unique Investment
Corporation ("Unique") and management only) own less than 35% of the voting
power of the capital stock of the surviving entity that is normally entitled to
vote in the election of directors, or (iv) any "person" or "group" (as such
terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") whether or not applicable), other than the
shareholders or affiliates of Unique, becomes the beneficial owner or is deemed
to beneficially own (as described in Rule 13d-3 under the Exchange Act) in
excess of 30% of the Company's voting power of the capital stock normally
entitled to vote in the election of directors of the Company. The provisions of
this Agreement shall also apply if Employee is terminated for any reason within
ninety days of any Change in Control.
3. Incentive Payment. In addition to any compensation, benefits or rights
-----------------
Employee may have under any stock option with the Company, in the event of a
Change of Control, Employee shall receive a stock option payment based on the
Purchase Price of the Company.
3.1. The "Purchase Price" per share shall be defined as (i) the gross amount
of proceeds (before any deductions for commissions, fees or other transaction
costs) paid or payable, directly or indirectly, to or for the benefit of the
Company and/or its security holders in cash or any other form of consideration
(excluding the assumption or retirement of any of the Company's debt), divided
by (ii) the number of fully diluted common shares of the Company on the date
that the Change in Control occurs (the "Closing
Date"). For this purpose, the number of fully diluted shares shall be calculated
after any automatic vesting of shares (as provided in Section 5), but without
the dilutive effect of any shares which may have been issued with regard to the
private placement equity transaction executed by the Company in December 1999.
3.2. Any unvested stock options of the Company which have been issued to the
Employee shall automatically vest on the Closing Date. All vested options of
the Employee for which the Purchase Price is greater than the option price shall
be referred to as the "Exercisable Options". The Employee shall be paid a net
amount equal to (i) the product of the Purchase Price times the number of all
Exercisable Options, less (ii) the product of the option price and the number of
all Exercisable Options, less (iii) any applicable transaction costs or fees
payable to an entity other than the Company.
4. Time and Form of Payment. The payment required under this Agreement, shall
------------------------
be paid in full, by certified or cashier's check in U.S. dollars, on the Closing
Date.
5. Miscellaneous. This Agreement constitutes the entire agreement with regard
-------------
to the subject matter hereof. This Agreement may not be assigned, and shall not
be modified or amended except in writing signed by both parties. This Agreement
may be executed in counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same document. Photocopies of
this Agreement shall be given the same effect as the original. This Agreement
shall be governed by and interpreted under the laws of the State of California.
The resolution of ambiguities against the drafting party shall not apply in the
enforcement and interpretation of this Agreement.
6. Arbitration. All claims, disputes or other matters in question arising out
-----------
of or relating to this Agreement shall be decided in accordance with the
California Employment Resolution Dispute Rules of the American Arbitration
Association. The 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 any court having jurisdiction. If any arbitration or other
action is commenced to enforce any of the provisions of this Agreement, 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, plus interest in the
amount of 12% per annum from the Closing Date on any payment required under this
Agreement.
IN WITNESS WHEREOF, the parties hereto, being duly authorized and
empowered, have executed and delivered this Agreement as of the date first set
forth above.
HAWKER PACIFIC AEROSPACE
By: /s/ Xxxxx X. Xxxxxx
----------------------
Xxxxx X. Xxxxxx
President & CEO
EMPLOYEE
By: /s/ Xxxx X. Xxxxxx
---------------------
Xxxx X. Xxxxxx
MANAGEMENT INCENTIVE PROGRAM AGREEMENT
This Management Incentive Program Agreement ("the Agreement") is executed as of
February 4, 2000, by and between Hawker Pacific Aerospace, a California
corporation (the "Company") and Xxxxxxxx X. Xxxxxx, Xx. (the "Employee").
RECITALS
WHEREAS, the Board of Directors of the Company (the "Board") is currently
in the process of exploring strategic combinations with other organizations, and
is actively seeking to sell the Company;
WHEREAS, the Board has concluded that providing incentives to certain
members of management with regard to the sale of the Company will serve to
enhance shareholder value;
WHEREAS, the Board has resolved on October 27, 1999, to implement a
Management Incentive Program to provide such incentives; and
NOW, THEREFORE, in consideration of the foregoing premises, and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged; the parties hereby agree as follows:
1. Employment Agreement. This Agreement amends and supersedes Employee's stock
--------------------
option agreement with the Company. In the event of a conflict with any provision
of such contract, this Agreement shall control. However, nothing in this
Agreement is intended to remove any right or benefit in such contract where no
conflict exists.
2. Change of Control. For the purposes of this Agreement, a "Change of
-----------------
Control" shall be defined as (i) the sale, transfer, conveyance or disposition,
whether direct or indirect, of all or substantially all of the assets of the
Company, (ii) a consolidation or merger of the Company with or into any entity
in which the Company is not the surviving entity, (iii) a consolidation or
merger of the Company with or into any other entity in which the Company is the
surviving entity, if immediately after such transaction the shareholders of the
Company as of November 1, 1996 (i.e., the shareholders of Unique Investment
Corporation ("Unique") and management only) own less than 35% of the voting
power of the capital stock of the surviving entity that is normally entitled to
vote in the election of directors, or (iv) any "person" or "group" (as such
terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") whether or not applicable), other than the
shareholders or affiliates of Unique, becomes the beneficial owner or is deemed
to beneficially own (as described in Rule 13d-3 under the Exchange Act) in
excess of 30% of the Company's voting power of the capital stock normally
entitled to vote in the election of directors of the Company. The provisions of
this Agreement shall also apply if Employee is terminated for any reason within
ninety days of any Change in Control.
3. Incentive Payment. In addition to any compensation, benefits or rights
-----------------
Employee may have under any stock option with the Company, in the event of a
Change of Control, Employee shall receive a stock option payment based on the
Purchase Price of the Company.
3.1. The "Purchase Price" per share shall be defined as (i) the gross amount
of proceeds (before any deductions for commissions, fees or other transaction
costs) paid or payable, directly or indirectly, to or for the benefit of the
Company and/or its security holders in cash or any other form of consideration
(excluding the assumption or retirement of any of the Company's debt), divided
by (ii) the number of fully diluted common shares of the Company on the date
that the Change in Control occurs (the "Closing
Date"). For this purpose, the number of fully diluted shares shall be calculated
after any automatic vesting of shares (as provided in Section 5), but without
the dilutive effect of any shares which may have been issued with regard to the
private placement equity transaction executed by the Company in December 1999.
3.2. Any unvested stock options of the Company which have been issued to the
Employee shall automatically vest on the Closing Date. All vested options of
the Employee for which the Purchase Price is greater than the option price shall
be referred to as the "Exercisable Options". The Employee shall be paid a net
amount equal to (i) the product of the Purchase Price times the number of all
Exercisable Options, less (ii) the product of the option price and the number of
all Exercisable Options, less (iii) any applicable transaction costs or fees
payable to an entity other than the Company.
4. Time and Form of Payment. The payment required under this Agreement, shall
------------------------
be paid in full, by certified or cashier's check in U.S. dollars, on the Closing
Date.
5. Miscellaneous. This Agreement constitutes the entire agreement with regard
-------------
to the subject matter hereof. This Agreement may not be assigned, and shall not
be modified or amended except in writing signed by both parties. This Agreement
may be executed in counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same document. Photocopies of
this Agreement shall be given the same effect as the original. This Agreement
shall be governed by and interpreted under the laws of the State of California.
The resolution of ambiguities against the drafting party shall not apply in the
enforcement and interpretation of this Agreement.
6. Arbitration. All claims, disputes or other matters in question arising out
-----------
of or relating to this Agreement shall be decided in accordance with the
California Employment Resolution Dispute Rules of the American Arbitration
Association. The 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 any court having jurisdiction. If any arbitration or other
action is commenced to enforce any of the provisions of this Agreement, 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, plus interest in the
amount of 12% per annum from the Closing Date on any payment required under this
Agreement.
IN WITNESS WHEREOF, the parties hereto, being duly authorized and
empowered, have executed and delivered this Agreement as of the date first set
forth above.
HAWKER PACIFIC AEROSPACE
By: /s/ Xxxxx X. Xxxxxx
----------------------
Xxxxx X. Xxxxxx
President & CEO
EMPLOYEE
By: /s/ Xxxxxxxx X. Xxxxxx, Xx.
-----------------------------
Xxxxxxxx X. Xxxxxx, Xx.
MANAGEMENT INCENTIVE PROGRAM AGREEMENT
This Management Incentive Program Agreement ("the Agreement") is executed as of
February 4, 2000, by and between Hawker Pacific Aerospace, a California
corporation (the "Company") and Xxxxx X. Xxxxxx (the "Employee").
RECITALS
WHEREAS, the Board of Directors of the Company (the "Board") is currently
in the process of exploring strategic combinations with other organizations, and
is actively seeking to sell the Company;
WHEREAS, the Board has concluded that providing incentives to certain
members of management with regard to the sale of the Company will serve to
enhance shareholder value;
WHEREAS, the Board has resolved on October 27, 1999, to implement a
Management Incentive Program to provide such incentives; and
NOW, THEREFORE, in consideration of the foregoing premises, and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged; the parties hereby agree as follows:
1. Employment Agreement. This Agreement amends and supersedes any contract of
--------------------
employment or stock option agreement the Employee may have with the Company. In
the event of a conflict with any provision of such contracts, this Agreement
shall control. However, nothing in this Agreement is intended to remove any
right or benefit in such contracts where no conflict exists.
2. Change of Control. For the purposes of this Agreement, a "Change of
-----------------
Control" shall be defined as (i) the sale, transfer, conveyance or disposition,
whether direct or indirect, of all or substantially all of the assets of the
Company, (ii) a consolidation or merger of the Company with or into any entity
in which the Company is not the surviving entity, (iii) a consolidation or
merger of the Company with or into any other entity in which the Company is the
surviving entity, if immediately after such transaction the shareholders of the
Company as of November 1, 1996 (i.e., the shareholders of Unique Investment
Corporation ("Unique") and management only) own less than 35% of the voting
power of the capital stock of the surviving entity that is normally entitled to
vote in the election of directors, or (iv) any "person" or "group" (as such
terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") whether or not applicable), other than the
shareholders or affiliates of Unique, becomes the beneficial owner or is deemed
to beneficially own (as described in Rule 13d-3 under the Exchange Act) in
excess of 30% of the Company's voting power of the capital stock normally
entitled to vote in the election of directors of the Company. The provisions of
this Agreement shall also apply if Employee is terminated for any reason within
ninety days of any Change in Control.
3. Incentive Payment. In addition to any compensation, benefits or rights
-----------------
Employee may have under any contract of employment with the Company, in the
event of a Change of Control, Employee shall receive an Incentive Payment based
on the Purchase Price of the Company.
3.1. The "Purchase Price" per share shall be defined as (i) the gross amount
of proceeds (before any deductions for commissions, fees or other transaction
costs) paid or payable, directly or indirectly, to or for the benefit of the
Company and/or its security holders in cash or any other form of consideration
(excluding the assumption or retirement of any of the Company's debt), divided
by (ii) the number of fully diluted common shares of the Company on the date
that the Change in Control occurs (the "Closing
Date"). For this purpose, the number of fully diluted shares shall be calculated
after any automatic vesting of shares (as provided in Section 5), but without
the dilutive effect of any shares which may have been issued with regard to the
private placement equity transaction executed by the Company in December 1999.
3.2. Upon the occurrence of a Change in Control, if the Purchase Price is at
least $6.00 per share, then the Company shall make an Incentive Payment to the
Employee as follows.
(a) Purchase Price from $6.00 up to $7.00: a fixed amount of $25,000.
(b) Purchase Price of $7.00 or over: $50,000, plus $25,000 for every dollar,
or pro rata portion thereof, over $7.00. For example, a Purchase Price of $8.20
would yield an Incentive Payment of $80,000.
4. Change of Control Payment. For the purpose of determining the Change of
-------------------------
Control Payment only (as provided for in Section 8 of Employee's Employment
Agreement), "Total Compensation Package" shall be defined to include only the
base salary then in effect, plus the annual cost of insurance benefits and an
automobile allowance. The financial cost of other fringe benefits, including
bonus, housing costs, vacations, holidays, sick leave and pension plans, shall
not be included. As of the date of this Agreement, Employee's annual Total
Compensation Package amounts to $229,918.
5. Stock Options Payment. Any unvested stock options of the Company which have
---------------------
been issued to the Employee shall automatically vest on the Closing Date. All
vested options of the Employee for which the Purchase Price is greater than the
option price shall be referred to as the "Exercisable Options". The Employee
shall be paid a net amount equal to (i) the product of the Purchase Price times
the number of all Exercisable Options, less (ii) the product of the option price
and the number of all Exercisable Options, less (iii) any applicable transaction
costs or fees payable to an entity other than the Company.
6. Time and Form of Payment. The Change of Control Payment required under
------------------------
Employee's Employment Agreement, plus the payments required under Sections 3 and
5 of this Agreement, shall be paid in full, by certified or cashier's check in
U.S. dollars, on the Closing Date. Any termination payments required under
Section 5.3 of Employee's Employment Agreement shall be paid in full, by
certified or cashier's check in U.S. dollars, on the date of termination.
7. Miscellaneous. This Agreement constitutes the entire agreement with regard
-------------
to the subject matter hereof. This Agreement may not be assigned, and shall not
be modified or amended except in writing signed by both parties. This Agreement
may be executed in counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same document. Photocopies of
this Agreement shall be given the same effect as the original. This Agreement
shall be governed by and interpreted under the laws of the State of California.
The resolution of ambiguities against the drafting party shall not apply in the
enforcement and interpretation of this Agreement.
8. Arbitration. All claims, disputes or other matters in question arising out
-----------
of or relating to this Agreement shall be decided in accordance with the
California Employment Resolution Dispute Rules of the American Arbitration
Association. The 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 any court having jurisdiction. If any arbitration or other
action is commenced to enforce any of the provisions of this Agreement, 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, plus interest in the
amount of 12% per annum from the Closing Date on any payments required under
Sections 3, 4 or 5 of this Agreement.
IN WITNESS WHEREOF, the parties hereto, being duly authorized and
empowered, have executed and delivered this Agreement as of the date first set
forth above.
HAWKER PACIFIC AEROSPACE
By: /s/ Xxxxxx X. Xxxxxx
-----------------------
Xxxxxx X. Xxxxxx
Chairman
EMPLOYEE
By: /s/ Xxxxx X. Xxxxxx
----------------------
Xxxxx X. Xxxxxx
MANAGEMENT INCENTIVE PROGRAM AGREEMENT
This Management Incentive Program Agreement ("the Agreement") is executed as of
February 4, 2000, by and between Hawker Pacific Aerospace, a California
corporation (the "Company") and Xxxx X. Xxxxxxxxx (the "Employee").
RECITALS
WHEREAS, the Board of Directors of the Company (the "Board") is currently
in the process of exploring strategic combinations with other organizations, and
is actively seeking to sell the Company;
WHEREAS, the Board has concluded that providing incentives to certain
members of management with regard to the sale of the Company will serve to
enhance shareholder value;
WHEREAS, the Board has resolved on October 27, 1999, to implement a
Management Incentive Program to provide such incentives; and
NOW, THEREFORE, in consideration of the foregoing premises, and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged; the parties hereby agree as follows:
1. Employment Agreement. This Agreement amends and supersedes Employee's stock
--------------------
option agreement with the Company. In the event of a conflict with any provision
of such contract, this Agreement shall control. However, nothing in this
Agreement is intended to remove any right or benefit in such contract where no
conflict exists.
2. Change of Control. For the purposes of this Agreement, a "Change of
-----------------
Control" shall be defined as (i) the sale, transfer, conveyance or disposition,
whether direct or indirect, of all or substantially all of the assets of the
Company, (ii) a consolidation or merger of the Company with or into any entity
in which the Company is not the surviving entity, (iii) a consolidation or
merger of the Company with or into any other entity in which the Company is the
surviving entity, if immediately after such transaction the shareholders of the
Company as of November 1, 1996 (i.e., the shareholders of Unique Investment
Corporation ("Unique") and management only) own less than 35% of the voting
power of the capital stock of the surviving entity that is normally entitled to
vote in the election of directors, or (iv) any "person" or "group" (as such
terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") whether or not applicable), other than the
shareholders or affiliates of Unique, becomes the beneficial owner or is deemed
to beneficially own (as described in Rule 13d-3 under the Exchange Act) in
excess of 30% of the Company's voting power of the capital stock normally
entitled to vote in the election of directors of the Company. The provisions of
this Agreement shall also apply if Employee is terminated for any reason within
ninety days of any Change in Control.
3. Incentive Payment. In addition to any compensation, benefits or rights
-----------------
Employee may have under any stock option with the Company, in the event of a
Change of Control, Employee shall receive an Incentive Payment based on the
Purchase Price of the Company.
3.1. The "Purchase Price" per share shall be defined as (i) the gross amount
of proceeds (before any deductions for commissions, fees or other transaction
costs) paid or payable, directly or indirectly, to or for the benefit of the
Company and/or its security holders in cash or any other form of consideration
(excluding the assumption or retirement of any of the Company's debt), divided
by (ii) the number of fully diluted common shares of the Company on the date
that the Change in Control occurs (the "Closing Date"). For this purpose, the
number of fully diluted shares shall be calculated after any automatic vesting
of shares (as provided in Section 5), but without the dilutive effect of any
shares which may have been issued with regard to the private placement equity
transaction executed by the Company in December 1999.
3.2. Upon the occurrence of a Change in Control, if the Purchase Price is at
least $6.00 per share, then the Company shall make an Incentive Payment to the
Employee as follows.
(a) Purchase Price from $6.00 up to $7.00: a fixed amount of $25,000.
(b) Purchase Price of $7.00 or over: $50,000, plus $10,000 for every dollar,
or pro rata portion thereof, over $7.00. For example, a Purchase Price of $8.20
would yield an Incentive Payment of $62,000.
4. Stock Options Payment. Any unvested stock options of the Company which have
---------------------
been issued to the Employee shall automatically vest on the Closing Date. All
vested options of the Employee for which the Purchase Price is greater than the
option price shall be referred to as the "Exercisable Options". The Employee
shall be paid a net amount equal to (i) the product of the Purchase Price times
the number of all Exercisable Options, less (ii) the product of the option price
and the number of all Exercisable Options, less (iii) any applicable transaction
costs or fees payable to an entity other than the Company.
5. Time and Form of Payment. The payments required under Sections 3 and 4 of
------------------------
this Agreement, shall be paid in full, by certified or cashier's check in U.S.
dollars, on the Closing Date.
6. Miscellaneous. This Agreement constitutes the entire agreement with regard
-------------
to the subject matter hereof. This Agreement may not be assigned, and shall not
be modified or amended except in writing signed by both parties. This Agreement
may be executed in counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same document. Photocopies of
this Agreement shall be given the same effect as the original. This Agreement
shall be governed by and interpreted under the laws of the State of California.
The resolution of ambiguities against the drafting party shall not apply in the
enforcement and interpretation of this Agreement.
7. Arbitration. All claims, disputes or other matters in question arising out
-----------
of or relating to this Agreement shall be decided in accordance with the
California Employment Resolution Dispute Rules of the American Arbitration
Association. The 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 any court having jurisdiction. If any arbitration or other
action is commenced to enforce any of the provisions of this Agreement, 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, plus interest in the
amount of 12% per annum from the Closing Date on any payments required under
Sections 3 or 4 of this Agreement.
IN WITNESS WHEREOF, the parties hereto, being duly authorized and
empowered, have executed and delivered this Agreement as of the date first set
forth above.
HAWKER PACIFIC AEROSPACE
By: /s/ Xxxxx X. Xxxxxx
----------------------
Xxxxx X. Xxxxxx
President & CEO
EMPLOYEE
By: /s/ Xxxx X. Xxxxxxxxx
------------------------
Xxxx X. Xxxxxxxxx
MANAGEMENT INCENTIVE PROGRAM AGREEMENT
This Management Incentive Program Agreement ("the Agreement") is executed as of
February 4, 2000, by and between Hawker Pacific Aerospace, a California
corporation (the "Company") and Xxxxxx X. Xxxxxxx (the "Employee").
RECITALS
WHEREAS, the Board of Directors of the Company (the "Board") is currently
in the process of exploring strategic combinations with other organizations, and
is actively seeking to sell the Company;
WHEREAS, the Board has concluded that providing incentives to certain
members of management with regard to the sale of the Company will serve to
enhance shareholder value;
WHEREAS, the Board has resolved on October 27, 1999, to implement a
Management Incentive Program to provide such incentives; and
NOW, THEREFORE, in consideration of the foregoing premises, and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged; the parties hereby agree as follows:
1. Employment Agreement. This Agreement amends and supersedes any contract of
--------------------
employment or stock option agreement the Employee may have with the Company. In
the event of a conflict with any provision of such contracts, this Agreement
shall control. However, nothing in this Agreement is intended to remove any
right or benefit in such contracts where no conflict exists.
2. Change of Control. For the purposes of this Agreement, a "Change of
-----------------
Control" shall be defined as (i) the sale, transfer, conveyance or disposition,
whether direct or indirect, of all or substantially all of the assets of the
Company, (ii) a consolidation or merger of the Company with or into any entity
in which the Company is not the surviving entity, (iii) a consolidation or
merger of the Company with or into any other entity in which the Company is the
surviving entity, if immediately after such transaction the shareholders of the
Company as of November 1, 1996 (i.e., the shareholders of Unique Investment
Corporation ("Unique") and management only) own less than 35% of the voting
power of the capital stock of the surviving entity that is normally entitled to
vote in the election of directors, or (iv) any "person" or "group" (as such
terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") whether or not applicable), other than the
shareholders or affiliates of Unique, becomes the beneficial owner or is deemed
to beneficially own (as described in Rule 13d-3 under the Exchange Act) in
excess of 30% of the Company's voting power of the capital stock normally
entitled to vote in the election of directors of the Company. The provisions of
this Agreement shall also apply if Employee is terminated for any reason within
ninety days of any Change in Control.
3. Incentive Payment. In addition to any compensation, benefits or rights
-----------------
Employee may have under any contract of employment with the Company, in the
event of a Change of Control, Employee shall receive an Incentive Payment based
on the Purchase Price of the Company.
3.1. The "Purchase Price" per share shall be defined as (i) the gross amount
of proceeds (before any deductions for commissions, fees or other transaction
costs) paid or payable, directly or indirectly, to or for the benefit of the
Company and/or its security holders in cash or any other form of consideration
(excluding the assumption or retirement of any of the Company's debt), divided
by (ii) the number of fully diluted common shares of the Company on the date
that the Change in Control occurs (the "Closing
Date"). For this purpose, the number of fully diluted shares shall be calculated
after any automatic vesting of shares (as provided in Section 5), but without
the dilutive effect of any shares which may have been issued with regard to the
private placement equity transaction executed by the Company in December 1999.
3.2. Upon the occurrence of a Change in Control, if the Purchase Price is at
least $6.00 per share, then the Company shall make an Incentive Payment to the
Employee as follows.
(a) Purchase Price from $6.00 up to $7.00: a fixed amount of $50,000.
(b) Purchase Price from $7.00 up to $8.00: $100,000, plus $50,000 per dollar
for any pro rata portion over $7.00.
(c) Purchase Price of $8.00 or over: $150,000, plus $100,000 for every
dollar, or pro rata portion thereof, over $8.00. For example, a Purchase Price
of $8.20 would yield an Incentive Payment of $170,000.
4. Change of Control Payment. For the purpose of determining the Change of
-------------------------
Control Payment only (as provided for in Section 8 of Employee's Employment
Agreement), "Total Compensation Package" shall be defined to include only the
base salary then in effect, plus the annual cost of insurance benefits and an
automobile allowance. The financial cost of other fringe benefits, including
bonus, housing costs, vacations, holidays, sick leave and pension plans, shall
not be included. As of the date of this Agreement, Employee's annual Total
Compensation Package amounts to $177,537.
5. Stock Options Payment. Any unvested stock options of the Company which have
---------------------
been issued to the Employee shall automatically vest on the Closing Date. All
vested options of the Employee for which the Purchase Price is greater than the
option price shall be referred to as the "Exercisable Options". The Employee
shall be paid a net amount equal to (i) the product of the Purchase Price times
the number of all Exercisable Options, less (ii) the product of the option price
and the number of all Exercisable Options, less (iii) any applicable transaction
costs or fees payable to an entity other than the Company.
6. Cash Management Payment. If Employee shall manage the cash and working
-----------------------
capital of the Company so that no additional external financing is raised prior
to the Closing Date, then Employee shall receive an additional payment of
$25,000.
7. Time and Form of Payment. The Change of Control Payment required under
------------------------
Employee's Employment Agreement, plus the payments required under Sections 3, 5
and 6 of this Agreement, shall be paid in full, by certified or cashier's check
in U.S. dollars, on the Closing Date. Any termination payments required under
Section 5.3 of Employee's Employment Agreement shall be paid in full, by
certified or cashier's check in U.S. dollars, on the date of termination.
8. Miscellaneous. This Agreement constitutes the entire agreement with regard
-------------
to the subject matter hereof. This Agreement may not be assigned, and shall not
be modified or amended except in writing signed by both parties. This Agreement
may be executed in counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same document. Photocopies of
this Agreement shall be given the same effect as the original. This Agreement
shall be governed by and interpreted under the laws of the State of California.
The resolution of ambiguities against the drafting party shall not apply in the
enforcement and interpretation of this Agreement.
9. Arbitration. All claims, disputes or other matters in question arising out
-----------
of or relating to this Agreement shall be decided in accordance with the
California Employment Resolution Dispute Rules of
the American Arbitration Association. The 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 any court having
jurisdiction. If any arbitration or other action is commenced to enforce any of
the provisions of this Agreement, 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, plus interest in the amount of 12% per annum from the Closing Date on
any payments required under Sections 3, 4, 5 or 6 of this Agreement.
IN WITNESS WHEREOF, the parties hereto, being duly authorized and
empowered, have executed and delivered this Agreement as of the date first set
forth above.
HAWKER PACIFIC AEROSPACE
By: /s/ Xxxxx X. Xxxxxx
----------------------
Xxxxx X. Xxxxxx
President & CEO
EMPLOYEE
By: /s/ Xxxxxx X. Xxxxxxx
------------------------
Xxxxxx X. Xxxxxxx
MANAGEMENT INCENTIVE PROGRAM AGREEMENT
This Management Incentive Program Agreement ("the Agreement") is executed as of
February 4, 2000, by and between Hawker Pacific Aerospace, a California
corporation (the "Company") and Xxxxxxx X. Xxxxx (the "Employee").
RECITALS
WHEREAS, the Board of Directors of the Company (the "Board") is currently
in the process of exploring strategic combinations with other organizations, and
is actively seeking to sell the Company;
WHEREAS, the Board has concluded that providing incentives to certain
members of management with regard to the sale of the Company will serve to
enhance shareholder value;
WHEREAS, the Board has resolved on October 27, 1999, to implement a
Management Incentive Program to provide such incentives; and
NOW, THEREFORE, in consideration of the foregoing premises, and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged; the parties hereby agree as follows:
1. Employment Agreement. This Agreement amends and supersedes any contract of
--------------------
employment or stock option agreement the Employee may have with the Company. In
the event of a conflict with any provision of such contracts, this Agreement
shall control. However, nothing in this Agreement is intended to remove any
right or benefit in such contracts where no conflict exists.
2. Change of Control. For the purposes of this Agreement, a "Change of
-----------------
Control" shall be defined as (i) the sale, transfer, conveyance or disposition,
whether direct or indirect, of all or substantially all of the assets of the
Company, (ii) a consolidation or merger of the Company with or into any entity
in which the Company is not the surviving entity, (iii) a consolidation or
merger of the Company with or into any other entity in which the Company is the
surviving entity, if immediately after such transaction the shareholders of the
Company as of November 1, 1996 (i.e., the shareholders of Unique Investment
Corporation ("Unique") and management only) own less than 35% of the voting
power of the capital stock of the surviving entity that is normally entitled to
vote in the election of directors, or (iv) any "person" or "group" (as such
terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") whether or not applicable), other than the
shareholders or affiliates of Unique, becomes the beneficial owner or is deemed
to beneficially own (as described in Rule 13d-3 under the Exchange Act) in
excess of 30% of the Company's voting power of the capital stock normally
entitled to vote in the election of directors of the Company. The provisions of
this Agreement shall also apply if Employee is terminated for any reason within
ninety days of any Change in Control.
3. Incentive Payment. In addition to any compensation, benefits or rights
-----------------
Employee may have under any contract of employment with the Company, in the
event of a Change of Control, Employee shall receive an Incentive Payment based
on the Purchase Price of the Company.
3.1. The "Purchase Price" per share shall be defined as (i) the gross amount
of proceeds (before any deductions for commissions, fees or other transaction
costs) paid or payable, directly or indirectly, to or for the benefit of the
Company and/or its security holders in cash or any other form of consideration
(excluding the assumption or retirement of any of the Company's debt), divided
by (ii) the number of fully diluted common shares of the Company on the date
that the Change in Control occurs (the "Closing
Date"). For this purpose, the number of fully diluted shares shall be calculated
after any automatic vesting of shares (as provided in Section 5), but without
the dilutive effect of any shares which may have been issued with regard to the
private placement equity transaction executed by the Company in December 1999.
3.2. Upon the occurrence of a Change in Control, if the Purchase Price is at
least $6.00 per share, then the Company shall make an Incentive Payment to the
Employee as follows.
(a) Purchase Price from $6.00 up to $7.00: a fixed amount of $37,500.
(b) Purchase Price of $7.00 or over: $75,000, plus $10,000 for every dollar,
or pro rata portion thereof, over $7.00. For example, a Purchase Price of $8.20
would yield an Incentive Payment of $87,000.
4. Change of Control Payment. For the purpose of determining the Change of
-------------------------
Control Payment only (as provided for in Section 8 of Employee's Employment
Agreement), "Total Compensation Package" shall be defined to include only the
base salary then in effect, plus the annual cost of insurance benefits and an
automobile allowance. The financial cost of other fringe benefits, including
bonus, housing costs, vacations, holidays, sick leave and pension plans, shall
not be included. As of the date of this Agreement, Employee's annual Total
Compensation Package amounts to $145,918.
5. Stock Options Payment. Any unvested stock options of the Company which have
---------------------
been issued to the Employee shall automatically vest on the Closing Date. All
vested options of the Employee for which the Purchase Price is greater than the
option price shall be referred to as the "Exercisable Options". The Employee
shall be paid a net amount equal to (i) the product of the Purchase Price times
the number of all Exercisable Options, less (ii) the product of the option price
and the number of all Exercisable Options, less (iii) any applicable transaction
costs or fees payable to an entity other than the Company.
6. Time and Form of Payment. The Change of Control Payment required under
------------------------
Employee's Employment Agreement, plus the payments required under Sections 3 and
5 of this Agreement, shall be paid in full, by certified or cashier's check in
U.S. dollars, on the Closing Date. Any termination payments required under
Section 5.3 of Employee's Employment Agreement shall be paid in full, by
certified or cashier's check in U.S. dollars, on the date of termination.
7. Miscellaneous. This Agreement constitutes the entire agreement with regard
-------------
to the subject matter hereof. This Agreement may not be assigned, and shall not
be modified or amended except in writing signed by both parties. This Agreement
may be executed in counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same document. Photocopies of
this Agreement shall be given the same effect as the original. This Agreement
shall be governed by and interpreted under the laws of the State of California.
The resolution of ambiguities against the drafting party shall not apply in the
enforcement and interpretation of this Agreement.
8. Arbitration. All claims, disputes or other matters in question arising out
-----------
of or relating to this Agreement shall be decided in accordance with the
California Employment Resolution Dispute Rules of the American Arbitration
Association. The 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 any court having jurisdiction. If any arbitration or other
action is commenced to enforce any of the provisions of this Agreement, 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, plus interest in the
amount of 12% per annum from the Closing Date on any payments required under
Sections 3, 4 or 5 of this Agreement.
IN WITNESS WHEREOF, the parties hereto, being duly authorized and
empowered, have executed and delivered this Agreement as of the date first set
forth above.
HAWKER PACIFIC AEROSPACE
By: /s/ Xxxxx X. Xxxxxx
----------------------
Xxxxx X. Xxxxxx
President & CEO
EMPLOYEE
By: /s/ Xxxxxxx X. Xxxxx
-----------------------
Xxxxxxx X. Xxxxx
