January 8, 1997
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▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇
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Dear ▇▇. ▇▇▇▇:
Reference is made to that certain Employment Agreement dated as of December 1,
1993 between Compuflight, Inc. ("Compuflight") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ("▇▇▇▇") (the
"Employment Agreement") and the amendment thereto dated as of March 14, 1996
("Amendment # 1").
Compuflight and Thal hereby agree that the provisions of Section 8 of the
Employment Agreement, as modified by Amendment #1, dated March 14, 1996 and
effective as of March 1, 1996, and specifically with regard to the date
Compuflight was required to obtain an annuity, is null and void as of March 1,
1996 and has been replaced, effective as of January 1, 1997, with a new
Paragraph 8 of the Employment Agreement as follows:
'8. Retirement:
The Company agrees to acquire on or before March 1, 1997 an annuity and/or
universal life insurance policy (the "Policy") taken out with an insurance
company licensed to do business in the State of New York and having a
BEST/MOODYS/STANDARD&POORS rating of not less than "A", which will provide for
the following: (a) the Employee being the beneficiary thereof; (b) commencing
one (1) month following the later of (i) the end of the Employment Period or
(ii) the cessation date of the Employee's employment with the Company, the
payment to the Employee of sixty (60) equal monthly installments of Ten Thousand
Dollars ($10,000.00) (such payments not to extend beyond the Employee's death,
except that, if the cessation date of the Employee's employment with the Company
is after March 31, 1999, and the Employee dies after March 31, 2004, the
Employee shall be entitled to receive all sixty (60) monthly payments provided
for hereunder); and, (c) a death benefit in the amount of Six Hundred Thousand
Dollars ($600,000.00) covering the Employee's death through March 31, 2004,
which amount shall decrease to the extent of any payments pursuant to (b) above.
The Policy shall be paid for in equal monthly installments over the period
ending March 31, 1999. Notwithstanding the foregoing, the Employee shall not be
entitled to any of the payments set forth in (b) above if, prior to the end of
the Employment Period, the Employee voluntarily terminates his employment with
the Company. Notwithstanding the foregoing, in the event a "change in control"
of Compuflight or "business combination" shall occur, such terms defined below,
the annuity must be in place prior to the finalization of either of these
occurrences.
As used in the Section 8, a "change in control" shall only be deemed to have
occurred if any "person" (as such term is defined in Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "1934 Act")) hereafter becomes
the "beneficial owner" (as such term is defined in Section 13d-3, promulgated
under the ▇▇▇▇ ▇▇▇) of securities of the Company representing more than fifty
percent (50%) of the Company's then outstanding securities having the right to
vote on the election of directors (calculated in accordance with the provisions
of Rule 13d-3) ("Voting Securities"), except that changes in direct or indirect
ownership of Company securities resulting from or relating to the following
shall not be considered to or result in a "change in control":
(i) transfers by ▇▇▇ ▇▇▇▇▇▇▇ and Associates ("RE&A") or ▇▇▇▇▇▇▇ ▇. English
(collectively, the "Beneficial Owners") to ▇▇▇▇▇▇▇ ▇. English, as Voting
Trustee under that certain Voting Trust Agreement dated July 15, 1995 (the
"Voting Trustee"), or from the Voting Trustee to either or both of the
Beneficial Owners;
(ii) transfers by the Voting Trustee to any successor voting trustee; or
(iii) transfers by RE&A to any "affiliate" thereof (as such term is defined
in Rule 405, promulgated under the Securities Act of 1933, as amended).
As used in this Section 8, the term "business combination" shall mean any sale
by the Company of all or substantially all of its assets or any merger or
consolidation to which the Company is a party (other than one consummated for
the purpose of changing the Company's domicile or one of the following
stockholders of the Company retain or obtain at least fifty percent (50%) of the
Voting Securities of the surviving or consolidated entity or the parent
thereof).
Except as amended hereby, the provisions of the Employment Agreement, as amended
by Amendment # 1, shall continue in full force and effect in accordance with its
terms.
This agreement shall be binding upon and shall inure to the benefit of the
successors, assigns and legal representatives of Compuflight and Thal.
The Employment Agreement and Amendment # 1, as amended hereby, may be amended
only by a writing executed by Compuflight and Thal.
If the foregoing is acceptable, please indicate your agreement thereto by
signing in the space provided below and returning and executed copy to the
undersigned.
Yours very truly
Compuflight, Inc.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Agreed to:
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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