EXHIBIT 10.18
EXECUTIVE EMPLOYMENT AGREEMENT
AGREEMENT, dated as of September 19, 1996, by and between Tri-Star
Aerospace Co., a Delaware corporation (the "Company"), and Xxxxxxx X.
Xxxxxxxxxx (the "Executive").
WHEREAS, the Company desires to retain the Executive as its President,
and the Executive desires to provide his services to the Company in such
capacity, on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the respective
covenants and agreements of the parties set forth below, the parties agree as
follows:
1. EMPLOYMENT. Subject to all of the terms and conditions set forth in
this Agreement, the Company hereby employs the Executive, effective as of
September 19, 1996, as its President, and the Executive hereby accepts such
employment. The term of employment contemplated hereby shall commence on
September 19, 1996 (the "Commencement Date") and shall end on the fifth
anniversary of the Commencement Date, unless sooner terminated as hereinafter
provided (the "Term").
2. DUTIES. During the Term, the Executive shall perform all duties and
functions reasonably appurtentant to his position as President, as defined in
the By-Laws of the Company in effect from time to time (PROVIDED that the
Executive shall not serve as the chief operating officer of the Company) and
as reasonably directed by the Board of Directors of the Company.
3. (a) SALARY. During the Term, the Executive shall receive an annual
salary of $200,000, payable in accordance with the customary payroll
practices of the Company and subject to review on an annual basis.
(b) BENEFITS. The Executive shall receive such medical and other
benefits as are regularly offered to other senior executives of the Company.
4. EXPENSES. During the Term, the Executive shall be entitled to
receive reimbursement for all reasonable travel and business expenses
incurred by him (in accordance with the policies and procedures of the
Company) in performing services hereunder, provided that the
Executive promptly and properly accounts therefor in accordance with the
Company's expense policy.
5. TERMINATION.
(a) TERMINATION WITHOUT CAUSE. If, prior to the expiration of the
Term, the Company terminates the employment of the Executive other than for
Cause (as defined herein), the Executive shall continue to receive his salary
set forth in Section 4(a) hereof (and such medical and life other benefits as
are regularly offered to senior executives of the Company) until the earlier
to occur of (i) the fifth anniversary of the Commencement Date and (ii) a
period of two years from the Date of Termination (as defined herein);
PROVIDED, HOWEVER, that if the Executive commences new full-time employment
during such period, such salary payments shall cease immediately upon the
commencement of such employment.
(b) OTHER TERMINATION. In the event the employment of the Executive
is terminated (i) due to the death or Disability (as defined herein) of the
Executive, (ii) by the Company for "Cause", or (iii) for any other reason not
included in Section 5(a), the Executive shall have no right to receive any
compensation hereunder after the Date of Termination (as defined herein).
(c) DEFINITIONS. For purposes of this Agreement, (i) "Disability"
shall mean the inability (as determined by the Board of Directors of the
Company after consultation with the Executive's regular attending physician)
of the Executive, as a result of incapacity due to physical or mental illness
or disability, to perform his duties with the Company for six consecutive
months or shorter periods aggregating six months during any twelve-month
period; and (ii) "Cause" shall mean the occurrence of one or more of the
following events: (A) any intentional or willful failure by the Executive to
substantially perform his or her employment duties which shall not have been
corrected within thirty days following written notice of the duties which
such Executive has failed to substantially perform, (B) any engaging by such
Executive in misconduct which is significantly injurious to the Company or
any of its subsidiaries or affiliates, (C) any breach by the Executive of any
material covenant contained in the Management Stockholders' and
Optionholders' Agreement or the subscription agreement entered into by the
Executive with the Company, or (D) such Executive's conviction or entry of
2
a plea of NOLO CONTENDERE in respect of any felony, or of a misdemeanor which
results in or is reasonably expected to result in economic or reputational
injury to the Company or any of its subsidiaries or affiliates.
(d) NOTICE OF TERMINATION. Any termination of the Executive's
employment (other than a termination due to the death of the Executive) shall
be communicated by a written notice of termination (the "Notice of
Termination") in accordance with the notice provisions herein.
(e) DATE OF TERMINATION. For purposes of this Agreement, the "Date of
Termination" shall mean (i) if the Executive's employment is terminated by
his death, the date of his death, (ii) if the Executive's employment is
terminated due to Disability, ten days after delivery to the Executive of the
Notice of Termination, and (iii) in any other case, the date specified in the
Notice of Termination.
6. EXECUTIVE COVENANTS.
(a) NON-COMPETITION. During the Term and for such period of time
following the Term as the Executive shall receive payments pursuant to
Section 5(a)(ii) hereof, the Executive expressly covenants and agrees that he
shall not, without the express written consent of the Company, for his own
account or jointly with any other person, directly or indirectly, own,
manage, operate, join, control, loan money to, invest in, or otherwise
participate in, or be connected with, or become or act as an officer,
employee, consultant, representative or agent of any business, individual,
partnership, firm or corporation (other than the Company and its subsidiaries
and affiliates) which is in competition with any business in which the
Company or any of its subsidiaries and affiliates are then engaged or
planning to be engaged; PROVIDED, HOWEVER, that the Executive may purchase or
own, solely as an inactive investor, the securities of any entity if (a) such
securities are publicly traded on a nationally-recognized stock exchange or
on NASDAQ and (b) the aggregate holdings of such securities by the Executive
and his immediate family do not exceed three percent (3%) of the voting power
or three percent (3%) of the capital stock of such entity.
(b) NO SOLICITATION. The Executive hereby agrees that during the Term
and for a period of two years after the Date of Termination, he shall not,
directly or indirectly, for his own account or jointly with another, or for or
on
3
behalf of any entity, as principal, agent or otherwise, (i) solicit or induce
or in any manner attempt to solicit or induce any person employed by or
acting as a consultant to or agent of the Company or any of its subsidiaries
or affiliates to leave such position or (ii) interfere with, disrupt or
attempt to disrupt any relationship, contractual or otherwise, between the
Company or any of its subsidiaries or affiliates and any of the customers,
clients or suppliers of the Company or any of its subsidiaries or affiliates.
(c) CONFIDENTIAL INFORMATION. The Executive expressly covenants and
agrees that he will not at any time, whether during or after the Term,
directly or indirectly, disclose, use or permit the use of any trade secrets,
confidential information or proprietary information of, or relating to, the
Company or any of its subsidiaries or affiliates, other than as contemplated
hereunder during the Term.
(d) COVENANTS NON-EXCLUSIVE. The Executive acknowledges and agrees
that the covenants contained in this Section 6 shall not be deemed exclusive
of any common law rights of the Company or any of its subsidiaries or
affiliates in connection with the relationships contemplated hereby and that
the Company shall have any and all rights as may be provided by law in
connection with the the relationships contemplated hereby.
7. BOARD OF DIRECTORS. During the Term, the Executive shall be a
member of the Board of Directors of the Company and its indirect parent
company, Maple Leaf Aerospace, Inc., a Delaware corporation ("Parent").
8. LOAN. The Company will, upon such terms as shall be mutually
agreed, lend to the Executive up to $200,000 to enable Executive to pay
personal taxes attributable to the issuance of certain shares of the Parent's
common stock to the Executive as of the date hereof.
9. NOTICE. Any and all notices or any other communication provided for
herein shall be made in writing by hand-delivery, first-class mail
(registered or certified, with return receipt requested), telecopier, or
overnight air courier guaranteeing next day delivery, effective upon receipt,
to the address of the party appearing under his or its name below (or to such
other address as may be designated in writing by such party):
4
IF TO THE EXECUTIVE
-------------------
Xx. Xxxxxxx X. Xxxxxxxxxx
0000 Xxxxxxxxxx
Xxxxx Xxxx, Xxxxx 00000
IF TO THE COMPANY
-----------------
Tri-Star Aerospace Co.
00000 Xxxx Xxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxxxxx X. Small
With a copy to:
Odyssey Partners, L.P.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Mr. Xxxxxxx Xxxxxx
10. MISCELLANEOUS
(a) AMENDMENT. Any provision of this Agreement may be amended or
waived if, but only if, such amendment or waiver is agreed to in writing
signed by the Executive and a duly authorized officer of the Company (other
than the Executive).
(b) WAIVER. No waiver by any party hereto at any time of any
breach of another party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be
deemed a waiver of any other provision hereof. This Agreement shall be
binding on and inure to the benefit of the Company and its successors and
permitted assigns.
(c) GOVERNING LAW. This Agreement shall be governed and construed
in accordance with the law of the State of Delaware without giving effect to
the conflict of laws provisions thereof.
(d) COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original, but all of which together
shall constitute one and the same instrument.
5
(e) SEVERABILITY. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement.
(f) ENTIRE AGREEMENT. This agreement supersedes any other
agreement, whether written or oral, that may have been made or entered into
between the parties hereto and constitutes the entire agreement by the
parties related to the matters specified herein.
(g) EQUITABLE RELIEF. It is hereby acknowledged that irreparable
harm would occur in the event that any of the provisions of this Agreement
were not performed fully by the undersigned in accordance with the terms
specified herein, and that monetary damages are an inadequate remedy for
breach of this Agreement because of the difficulty of ascertaining and
quantifying the amount of damage that will be suffered by the parties relying
hereon in the event that the undertakings and provisions contained in this
Agreement were breached or violated. Accordingly, each party hereto shall be
entitled to an injunction or injunctions to restrain, enjoin, and prevent
breaches of the undertakings and provisions hereof and to enforce
specifically the undertakings and provisions hereof in any court of the
United States or any state having jurisdiction over the matter, it being
understood that any such remedies shall be in addition to, and not in lieu
of, any other rights and remedies available at law or in equity.
[Signature page follows]
6
IN WITNESS WHEREOF, the parties have signed and delivered this
Agreement as of the date first above written.
TRI-STAR AEROSPACE CO.
By: /s/ Xxxxxxx X. Small
-----------------------------------
Name: Xxxxxxx X. Small
Title: CEO
/s/ Xxxxxxx X. Xxxxxxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxxxxxx
7
