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Employment Agreement

This is an actual contract by Timco Aviation Services.

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Sectors: Transportation
Governing Law: Florida, View Florida State Laws
Effective Date: August 23, 2001
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EXHIBIT 10.79


EMPLOYMENT AGREEMENT
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This EMPLOYMENT AGREEMENT ("Agreement"), dated this 23rd day of August, 2001, by and between AVIATION SALES COMPANY, a Delaware corporation (the "Company"), and GIL WEST (the "Employee").


In consideration of the mutual representations, warranties, covenants and agreements contained in this Agreement and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:


1. Employment.


(a) Retention. The Company agrees to employ Employee as its Executive Vice President and Chief Operating Officer, and the Employee agrees to accept such employment, subject to the terms and conditions of this Agreement.


(b) Employment Period. This Agreement shall commence on August 24, 2001 (the "Effective Date") and, unless terminated in accordance with the terms of this Agreement, shall continue in effect until December 31, 2004 (the "Employment Period").


(c) Duties and Responsibilities. During the Employment Period, the Employee shall serve as Executive Vice President (or, at the discretion of the Board of Directors of the Company, as President) and as Chief Operating Officer of the Company and its subsidiaries. In such role, Employee shall have such authority and responsibility and perform such duties as may be assigned to him from time to time by the Chief Executive Officer of the Company, and in the absence of such assignment, such duties as are customary to Employee's office and as are necessary or appropriate to the business and operations of the Company and its subsidiaries. During the Employment Period, the Employee's employment shall be full time, Employee shall perform his duties honestly, diligently, in good faith and in the best interests of the Company and its subsidiaries, and Employee shall use his best efforts to promote the interests of the Company and its subsidiaries.


(d) Other Activities. Except upon the prior written consent of the Company, the Employee, during the Employment Period, will not accept any other employment. The Employee shall be permitted to serve in ventures such as passive real estate investments, serving on charitable and civic boards and organizations, and similar activities, so long as such activities do not materially interfere with or detract from the performance of Employee's duties or constitute a breach of any of the provisions contained in this Agreement.


2. Compensation.


(a) Base Salary. In consideration for the Employee's services hereunder and the restrictive covenants contained herein, the Employee shall be paid an annual base salary of $300,000 (the "Salary"), payable in accordance with the Company's customary payroll practices. Notwithstanding the foregoing, Employee's annual Salary may be increased at anytime and from time to time to levels greater than the level set forth in the preceding sentence at the discretion of the Board of Directors of the Company to reflect merit or other increases.


(b) Bonus. In addition to the Salary, the Employee shall be eligible to receive an annual bonus ("Bonus") equal to 100% of the Employee's Base Salary. The Bonus shall be based on the achievement of corporate goals and objectives as established by the Compensation Committee of the Board of Directors. The achievement of said goals and objectives shall be determined by the Compensation Committee of the Board of Directors. With respect to any Fiscal Year during which the Employee is employed by the Company for less than the entire Fiscal Year, the Bonus shall be prorated for the period during which the Employee was so employed. The Bonus shall be payable within thirty (30) days after the end of the Company's Fiscal Year. The term "Fiscal Year" as used herein shall mean each period of twelve (12) calendar months commencing on January 1st of each calendar year during the Employment Period and expiring on December 31st of such year.


(c) Merit and Other Bonuses. Employee shall be entitled to such other bonuses, payments and benefits may be determined by the Board of Directors of the Company or by a committee of the Board of Directors as determined by the Board of Directors, in its sole discretion.


(d) Signing Bonus. Employee shall be entitled to a signing bonus (the "Signing Bonus") in the amount of $200,000 which shall be grossed-up for all taxes imposed on Employer with respect to the Signing Bonus, including income taxes and the Employee's share of FICA and all other payroll taxes. For purposes of determining the amount of the gross-up, the Employee shall be deemed to pay Federal income taxes at the highest marginal rate of Federal income taxation in the calendar year in which the Signing Bonus (or any portion of the Signing Bonus) is paid, and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Employee's residence in the calendar year in which the Signing Bonus (or any portion of the Signing Bonus) is paid, net of the maximum reduction in Federal income taxes which could be obtained from deduction of such state and local taxes. The Signing Bonus shall be payable in three monthly installments, with the first installment due 30 days after the Effective Date and each month thereafter on the same date. Employee shall repay a pro-rata portion of the Signing Bonus to Employer if he resigns from his employment prior to the second anniversary of the Effective Date.


(e) Stock Options. On the Effective Date, the Company shall issue to the Employee a five-year option to purchase 300,000 shares of the Company's authorized but unissued common stock at an exercise price equal to the last closing price of the common stock on the date on which this Agreement was approved by the Compensation Committee of the Board of Directors of the Company ($1.20 per share). The options shall vest 1/3 on date of grant, 1/3 on the first anniversary of the Effective Date and 1/3 on the second anniversary of the Effective Date. The Employee shall be entitled to participate and receive option grants in the future, as may be determined by the Compensation Committee of the Board of Directors of the Company. Notwithstanding the foregoing, Employee has been advised by Company that it is currently negotiating with the holders of the Company's outstanding senior subordinated notes to restructure the Company's currently outstanding debt and equity and to recapitalize the Company. The Company hereby agrees to adjust Employee's option grant hereunder after the completion of the restructuring/recapitalization to provide an equivalent benefit to Employee such that Employee is not prejudiced by the restructuring/recapitalization.


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(f) Other Compensation Programs. The Employee shall be entitled to participate in the Company's incentive and deferred compensation programs and such other programs as are established and maintained generally for the benefit of the Company's employees or executive officers, subject to the provisions of such plans or programs.


(g) Vacations. The Employee shall be entitled to three weeks of vacation on an annual basis. Employee shall be entitled to be reimbursed for any accrued and unused vacation time as of the date he is no longer an employee of the Company.


(h) Annual Executive Physical. The Company shall pay all direct costs of Employee's annual executive physical at the Mayo Clinic in Rochester, Minnesota.


(i) Other Benefits. During the term of this Agreement, the Employee shall also be entitled to participate in any other health insurance programs, life insurance programs, disability programs, stock option plans, bonus plans, pension plans and other fringe benefit plans and programs as are from time to time established and maintained for the benefit of the Company's employees or executive officers, subject to the provisions of such plans and programs.


(j) Expenses. The Employee shall be reimbursed for all out-of-pocket expenses reasonably incurred by him on behalf of or in connection with the business of the Company, pursuant to the normal standards and guidelines followed from time to time by the Company.


(k) Relocation Expenses. Upon submission of appropriate documentation, the Company shall reimburse Employee for the full and total cost of (i) transporting all household goods currently residing at 4291 Dartmouth Court, Eagan, MN, by a company widely recognized as an expert in relocation matters, to the permanent residence the Employee shall establish in Greensboro, North Carolina, (ii) flying the Employee and his immediate family to and from Eagan, MN to Greensboro, North Carolina and (iii) direct costs of temporary housing in Greensboro for a period of up to 180 days from the date Employee begins his residence in Greensboro.


(l) Real Estate Fees. Upon submission of appropriate documentation, the Company shall reimburse the Employee for full and total costs of any and all reasonable real estate fees or costs normally involved in the sale and purchase of residential real estate. These costs may include or all of the following; loan origination fees, appraisal fees, credit reports, mortgage broker fees, real estate broker fees, title insurance and recording fees resulting from the sale of Employee's current residence at 4291 Dartmouth Court, Eagan, MN.


3. Termination.


(a) For Cause. The Company shall have the right to terminate this Agreement and to discharge the Employee for Cause (as defined below), at any time during the term of this Agreement. Termination for Cause shall mean, during the term of this Agreement, (i) Employee's conduct that would constitute under federal or state law either a felony or a misdemeanor involving moral turpitude, or a determination by the Company's Board of


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Directors, after consideration of all available information and following the procedures set forth below, that Employee has willfully violated Company policies or procedures involving discrimination, harassment, alcohol or substance abuse, or work place violence causing material injury to the Company, (ii) Employee's actions or omissions that constitute fraud, dishonesty or gross misconduct, (iii) Employee's knowing and intentional breach of any fiduciary duty that causes material injury to the Company, and (iv) Employee's inability to perform his material duties, after reasonable notice and an opportunity to resolve the issues, due to alcohol or other substance abuse. Any termination for Cause pursuant to this Section shall be given to the Employee in writing and shall set forth in detail all acts or omissions upon which the Company is relying to terminate the Employee for Cause.


Upon any determination by the Company that Cause exists to terminate the Employee, the Company shall cause a special meeting of the Board of Directors to be called and held at a time mutually convenient to the Board of Directors and Employee, but in no event later than ten (10) business days after Employee's receipt of the notice that the Company intends to terminate the Employee for Cause. Employee shall have the right to appear before such special meeting of the Board of Directors with legal counsel of his choosing to refute such allegations and shall have a reasonable period of time to cure any actions or omissions which provide the Company with a basis to terminate the Employee for Cause (provided that such cure period shall not exceed 30 days). A majority of the members of the Board of Directors
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