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Employment Agreement

This is an actual contract by American Aircarriers.

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Sectors: Aerospace and Defense
Governing Law: South Carolina, View South Carolina State Laws
Effective Date: January 01, 1998
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EXECUTIVE EMPLOYMENT AGREEMENT effective January 31, 1998 (the "Agreement") by and between AMERICAN AIRCARRIERS SUPPORT, INC., a South Carolina corporation (the "Company"), with principal offices located at 3516 Centre Circle Drive, Fort Mill, South Carolina 29715 and KARL F. BROWN (the "Executive").

NOW THEREFORE, in consideration of the foregoing premises and mutual covenants herein contained, the parties hereto agree as follows:

1. Employment. The Company agrees to employ the Executive and the Executive agrees to serve the Company as its Chief Executive Officer and President.

2. Position and Responsibilities. The Executive shall exert his best efforts and devote full time and attention to the affairs of the Company. The Executive shall be in charge of formulating general policy and direction of the Company, including strategic inventory and engine purchases and sales, and developing, negotiating and concluding acquisitions, and shall have full authority and responsibility with respect thereto, subject to the general direction, approval and control of the Board of Directors and to the restrictions, limitations and guidelines set forth by the Board of Directors in resolutions adopted in the minutes of the Board of Directors meetings, copies of which will be provided to the Executive from time to time and will be incorporated herein by reference. His powers shall include the authority to hire and fire personnel of the Company except for members of the Board of Directors and to retain consultants when he deems necessary in order to implement Company policies.

3. Board of Directors. The Executive shall at all times discharge his duties in consultation with and under the supervision of the Board of Directors of the Corporation. In the performance of his duties the Executive shall make his principal office at the corporate headquarters of the Company in Fort Mill, South Carolina.

4. Term of Employment. The term of the Executive's employment under this Agreement shall be deemed to have commenced on January 1, 1998 and shall continue for a three-year period until December 31, 2000, subject to extension as hereinafter provided or termination pursuant to the provisions set forth in Paragraph 15 hereafter. Provided that Executive is in compliance with all of his obligations hereunder, the term of Executive's employment shall be extended for one additional year at the end of each year of the term or extended term of this Agreement. For example, if Executive is in compliance with all of his obligations hereunder on January 1, 1999, the term shall be extended until December 31, 2001, on January 1, 2000, the term shall be extended until December 31, 2002, and so on.

5. Duties. During the period of his employment hereunder and except for illness, specified vacation periods and reasonable leaves of absence, the Executive shall devote his best efforts and full, attention and skill to the business and affairs of the Company, as such business and affairs now exist and as they may be hereinafter changed or added to, under and pursuant to the general direction of the Board of Directors of the Company.

6. Compensation. Commencing on January 1, 1998, the Company shall pay to the Executive as compensation for his services the sum of $200,000 per year, payable bi-weekly, or such higher salary as may be from time to time approved by the Board of Directors. In addition, the Executive shall receive such additional compensation and/or bonuses or stock options as may be voted to him at the sole discretion of the Board of Directors.

7. Expense Reimbursement. The Company will reimburse the Executive, at least monthly, for all reasonable and necessary expenses incurred by him in carrying out his duties under

this Agreement. The Executive shall present to the Chief Financial Officer or Controller each month an itemized account of such expenses in such form as is reasonably required by the Board of Directors. Such expenses shall include attorneys' fees and disbursements of Executive in connection with any legal proceedings (including, but not limited to, arbitration), whether or not instituted by the Company or Executive, relating to the interpretation or enforcement of any provision of this Agreement; provided, however, that in the case of any such proceeding to which the Company and the Executive are adverse parties, the losing party shall reimburse the prevailing party for all costs and expenses, including attorneys' fees and disbursements, incurred by the prevailing party in defense or prosecution of any such proceeding. Prior to advancing costs and expenses to Executive, the Board of Directors shall have the right to obtain an agreement, and to require acceptable security therefor, from Executive requiring him to repay Company for the same should it be determined that Executive is not entitled to payment of such costs and expenses.

8. Medical and Dental Coverage. The Executive, his wife, and those children who qualify will be entitled to participate in the Company's employee group medical and other group insurance programs on the same basis as other executives of the Company.

9. Medical Examination. The Executive agrees to submit himself for physical examination on one occasion per year as requested by the Company for the purpose of the Company's obtaining life insurance on the life of the Executive for the benefit of the Company; provided, however, that the Company shall bear the entire cost of such examinations and shall pay all premiums on any key man life insurance obtained for the benefit of the Company as beneficiary.

10. Life Insurance Premiums. If the Executive qualifies for coverage, the Company agrees to reimburse the Executive up to $10,000 per year for life insurance premiums which the Executive may pay as premiums on any policy of life insurance he may purchase for the benefit of his designated beneficiary or beneficiaries.

11. Automobile or Automobile Allowance. The Company will provide the Executive with an automobile or with an automobile allowance in the amount of $10,000 per year for the duration of his employment with the Company under this Agreement. The Company shall also provide insurance on such automobile or will include a reimbursement for insurance in the automobile allowance.

12. Vacation Time. The Executive shall be entitled to take six (6) weeks paid vacation per calendar year. Such vacation may not be taken in any greater than consecutive two (2) week increments. Vacation not used by the Executive during the calendar year will be carried forward up to a maximum of twelve (12) weeks accrual going forward.

13. Benefits Payable on Disability. If the Executive becomes disabled from properly performing services hereunder by reason of illness or other physical or mental incapacity, the Company shall continue to pay the Executive his then current salary hereunder for the first twelve (12) months of such continuous disability commencing with the first date of such disability.

If the Executive qualifies for coverage, during the term of this Agreement, the Company shall purchase and maintain a policy of Disability Insurance which, after twelve (12) continuous months of disability, will pay up to $12,000 per month of the Executive's salary until Executive reaches the age of 65. After the first twelve (12) months of disability, the Company has no obligation to supplement or augment disability payments made under any such disability policy or plan or make any other payment in connection with such disability.

If the Company is unable to obtain a policy of Disability Insurance, the Company shall pay $10,000 per month to the Executive for a twelve (12) month period from the twelfth to the twenty-four
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