Exhibit 10.17
EMPLOYMENT AGREEMENT
This Employment Agreement is entered into and effective this 13th day
of October 1997 by and between Jet Aviation Trading, Inc., a Florida Corporation
(the "Company"), and Xxxxxx Xxxxxx ("Employee").
Witnesseth
WHEREAS, the Company desires to enter into an agreement providing for
the Employee's employment as Chief Financial Officer;
WHEREAS, the Employee is willing to be employment by the Company for
two (2) years;
NOW, THEREFORE, in consideration of the premises and covenants set
forth herein, the parties agree as follows:
1.) The Company will employ Employee and Employee will serve the
Company as Chief Financial Officer for a period of two (2)
years (The "Employment Period")
2.) Employee will devote his best efforts and attention to the
affairs of the Company.
3.) (a) As Compensation hereunder, the Company will pay,
and Employee will accept:
(i) Base Compensation of $78,000.00 per annum for the
period of employment from the date hereof through the
second anniversary hereof, payable biweekly, with
such upward adjustments as may from time to time be
granted.
(ii) Such bonus, supplemental or incentive
compensation and health, disability or other payment
or benefits as are consistent with the Company's then
current policies.
(iii) Such discretionary expenses as are necessary
for his performance of this agreement and for the
benefit of the Company, subject to the submission and
approval of written statements in accordance with the
Company's standard policies as in effect from time to
time.
(b) Employee will be entitled to two (2) weeks of paid
vacation per year.
(c) Employee will participate in the Company's stock
option plan. The Company will grant options to
purchase 20,000 shares of the Common Stock of Jet
Aviation Trading, Inc. under the Company's stock
option plan.
4.) Employee's employment hereunder may be terminated by the Company at
any time for "cause" or "disability" as defined herein. "Cause" shall mean
conviction of a felony relating to the business of the Company, or act of
dishonesty either involving Employee's employment or harmful to Employer or
other employees, including fraud, misappropriation, embezzlement or the like or
the misfeasance, malfeasances or non-feasance of Employee in carrying out the
duties of Employee's employment with Employer, not cured with thirty (30) days
prior notice. "Disability" shall mean a physical condition of employee which
renders him unable to perform his duties for the Company for a period of six
months or longer, as confirmed in writing by Employee's independent physician,
Employee's employment hereunder will terminate upon Employee's attainment of age
65 or upon the death of Employee. Upon any such termination of employment for
cause, disability, attainment of age 65 or because of death, the Company will
have no further obligations hereunder.
a) Upon termination of employee's employment hereunder
at the end of the Term or because of the death or
permanent disability of Employees, Employee or in the
event of his death or his mental incapacity his
person representative, shall be paid his Basis
Compensation hereunder, prorated through the date of
termination. In addition if termination of this
agreement is due to the death of the Employee, his
estate shall be entitled to the payment of the
Employee's Basis Compensation for sixty (60) days
after the date of Employee's death.
b) In the event that employee incurs a disability of
either a physical or mental character which, in the
opinion of the physician selected by the employer,
which physician shall be approved by Employee (which
approval shall not be unreasonably withheld), renders
him disabled from performing the usual and customary
duties to be rendered hereunder or heretofore
rendered by Employee, he shall receive his full Basis
Compensation for the first ninety (90) days or any
part thereof of continuous disability.
c) Upon termination of Employees employment hereunder,
for reasons not for cause, death, permanent
disability, his voluntary leaving or the expiration
of the Term hereof, such reasons to include, without
limitation, the dismissal of the Employee by Employer
for reasons not for cause, or the dissolution of the
Employer, Employee shall be
entitled to receive his Basis Compensation for twelve
(12) months payable no less often than semi-monthly
following Termination of employee's employment under
this Employment Agreement immediately above,
("Severance") prorated, annualized and calculated
through the Employment Period.
5.) Any dispute or controversy arising under or in connection with
this agreement will be settled by arbitration, conducted
before a panel of three arbitrator in Miami, Florida in
accordance with the rules of the American Arbitration
Association then in effect. The arbitrators must be approved
by both the Company and Employee and their decision will be
binding on the parties and conclusive for all purposes.
Judgment may be entered on the arbitrator's award in any court
having jurisdiction. The expenses of such arbitration will be
borne by the Company.
6.) The Company will pay or reimburse Employee for all cost and
expenses (including without limitation, attorney's fees, fines
and penalties) incurred by Employee as a result of (i) any
claim action or proceeding ("claim"), including, without
limitation, a claim by Employee against the Company arising
out of, or challenging the validity, advisability or
enforceability of this Agreement or any provision hereof and
(ii) any claim in which Employee is a defendant and with
respect to which Employee certifies to the Company that the
claim resulted from action or the failure to act by Employee
in the interest of, or not contrary to the interest of, the
Company or any corporation, person or other entity affiliated
with the Company.
7.) The Company will promptly require any successor (whether
direct or indirect, by purchase, merger consolidation or
otherwise) to all or substantially all of the business or
assets of the Company, by agreement in form and substance
satisfactory to Employee expressly, absolutely, and
unconditionally to assume and agree to perform this agreement
in the same manner and to the same extent that the Company
would be required to perform if no such succession had taken
place.
As used herein, "the Company" includes any successor to all or
substantially all of the Company's business or assets which
executes and delivers an agreement provided for in this
Section 7 or which otherwise becomes bound by all the terms
and provision of this Agreement by law.
8.) Any termination of Employee's employment by the Company will
be communicated to the Employee at the address set forth below
(or such other address as Employee shall have notified the
Company of in writing for purposes of this agreement) in a
written notice and, will specify a termination date no sooner
than 30 days after giving such notice.
9.) Employee represents and warrants to the Company that he is
under no contractual or other restriction which is
inconsistent with his execution of this Agreement the
performance by him of his duties hereunder, or with the rights
of the Company hereunder.
10.) It is the desire and the intent of the parties that the terms
and conditions of this Agreement be enforced to the fullest
extent permissible under the laws and public policies applied
in each jurisdiction in which enforcement is sought.
Accordingly, if any particular term or condition of this
Agreement is adjudicated or becomes by operation of law
invalid or unenforceable, the Agreement will be deemed amend
to delete therefrom such terms or condition to the extent
necessary to preserve its validity and enforceability, and the
remainder of this Agreement will remain in full force and
effect. A deletion resulting from adjudication will apply only
with respect to the operation of that term or condition in the
particular jurisdiction in which such adjudications's made.
11.) Except as otherwise specifically provided, herein, Employee's
entitlement to benefits hereunder will not be governed by any
duty to mitigate his damages by seeking further employment no
offset by any compensation which he may receive from future
employment.
12.) No right, benefit, or interest hereunder will be subject to
assignment, anticipation, alienation, sale, encumbrances,
charge, pledge hypothecation or set-off in respect to any
claim, debt or obligation, or to execution, attachment, levy
or similar process; provided, however, that Employee may
assign any right, benefit or interest hereunder if such
assignment is permitted under the terms of any plan or policy
of insurance or annuity contract governing such right, benefit
or interest.
13.) This Agreement constitute the full and complete understanding
and agreement of the parties with respect to the subject
matter hereof and may not be changed or terminated orally.
14.) This Agreement will be governed by and construed in accordance
with the law of the State of Florida conflict of law
principles.
15.) Each notice or communication required or permitted to be given
hereunder will be in writing and will be delivered or mailed
by air or express mail to the address of the Company, or of
Employee, as the case may be, set forth below (or such other
address as any of them may specify as its address by written
notice to the other):
If to the Company:
Jet Aviation Trading, Inc.
00000 X.X. 00 xxx Xxxxxx
Xxxxx, Xxxxxxx 00000
If to the Employee:
Xxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxx Xxxxx, Xxxxxxx 00000
16.) This Agreement may be executed in one or more counterpart
copies, each of which will be deemed an original and will
become effective when one or more counterparts shall have been
signed by each of the parties hereto and delivered to the
other party.
In Witness whereof, the parties have duly executed this Agreement on the date
first above written.
JET AVIATION TRADING, INC.
By:
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Xxxxxx X. Xxxxxx
President & CEO
Date:
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EMPLOYEE
By:
-----------------------------------
Xxxxxx Xxxxxx
Date:
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EXTENSION OF EMPLOYMENT AGREEMENT
FOR XXXXXX XXXXXX
This extension of employment agreement referring to the employment agreement
dated 13th day of October 1997 is made and entered into this 11th day of June
1999 and effective October 14th 1999 by and between Xxxxxx Xxxxxx ("employee")
and Aviation Holding International, Inc. fka (Jet Aviation Trading, Inc.) a
Florida Corporation.
WITNESSETH
The parties agree as follows:
1. The term of employment has been extended for the period
commencing as of October 14th, 1999 and continuing until April
30th, 2000 (extension period) or unless sooner terminated as
provided in employment agreement dated 13 day of October 1997.
2. Basic Compensation in extension period of employees term of
employment. Employee shall receive as basis compensation
("Basis Compensation") for all services rendered by the
employee hereunder, an annual salary during the extension
period of $89,500,00 payable in accordance with the customary
payroll practices of employee, but in no event less frequently
than semi-monthly.
3. Employee will participate in Aviation Holdings Group, Inc.
Stock Option Plan. All 55,000 stock options granted to the
employee by Aviation Holdings Group, Inc., which replaced the
same number of options granted under the predecessor plan of
Aviation Holdings International, Inc. shall expire five (5)
year from the date hereof.
Employer
Attest: Aviation Holdings, International, Inc.
Fka (Jet Aviation Trading, Inc.)
By: By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
President & CEO
Witnesses:
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
