Exhibit 10.2
EMPLOYMENT AGREEMENT
AGREEMENT dated Xxxxx 00, 0000, xxxxxxx XXX Xxx - Xxxxxx Xxxx (the
"Company"), and Xxx X. Xxxxxx (the "Employee").
1. EMPLOYMENT. The Company employs the Employee and the Employee accepts
employment upon the terms and conditions of this Agreement.
2. TERM. The term of this Agreement shall be for eighteen (18) months, and
month-to-month thereafter, beginning upon the consummation of the transaction
between the Company and Central Plains Aviation.
3. DUTIES. The Employee is engaged as an FBO Manager to oversee the
operations of the Garden City facility; such specific duties may be defined from
time to time but shall encompass duties customary to the position of Employee.
4. COMPENSATION.
a. Base Salary. As compensation for the services to be rendered by
Employee during the period of his employment, and upon the condition
that Employee shall fully and faithfully keep and perform all of the
terms and conditions hereof, Company shall pay Employee a salary of
$50,000 per annum; salary shall be less income tax withholdings and
other normal employee deductions and shall be payable in equal
bi-monthly installments.
b. Incentive Bonus. In addition to the Base Salary, the Employee shall
be eligible while employed for an incentive bonus as described in
Exhibit 4b. When earned, such incentive bonus shall be paid within
four (4) weeks of the end of the applicable fiscal year of the
Company.
This Agreement shall not be deemed abrogated or terminated if the Company
shall determine to increase the compensation of Employee for any period of time.
5. CONFLICTING ACTIVITIES. Employee shall not, during the term of this
Agreement, be engaged in any business activity that is directly or indirectly in
competition with the primary business activity of the Company without the prior
written consent of the Company.
6. ADDITIONAL BENEFITS.
6.1 Health and Welfare Insurance Coverage: Company agrees to pay
premium expenses on behalf of Employee and family for medical,
dental and/or vision insurance coverage of a similar nature
offered all employees.
6.2 Vacation: The Employee shall be entitled each year to a
vacation of three (3) weeks, during which time his
compensation shall be paid in full. Each vacation shall be
taken at such time as to minimize its affect on the operations
of the Company.
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Exhibit 10.2
6.3 Reimbursement of Expenses: The Employee may incur reasonable
expenses for promoting the Company's business, including
expenses for entertainment, travel, and mobile telephone. The
Company will reimburse the Employee for all such expenses upon
the Employee's periodic presentation of an itemized account of
such expenditures.
7. DISCLOSURE OF INFORMATION. The Employee acknowledges that he may be
exposed to confidential information and that this information is a valuable,
special, and unique asset of the Company's business. The Employee will not,
during or after the term of his employment, disclose such confidential
information to any person, firm, corporation, association, or other entity
except for the specific purpose of accomplishing the Company's business
objectives. In the event of a breach or threatened breach by the Employee of the
provisions of this paragraph, the Company shall be entitled to an injunction
restraining the Employee from disclosing, in whole or in part, such confidential
information, or from rendering any services to any person, firm, corporation,
association, or other entity to whom such information, in whole or in part, has
been disclosed or is threatened to be disclosed. Nothing herein shall be
construed as prohibiting the Company from pursuing any other remedies available
to the Company for such breach or threatened breach, including the recovery of
damages from the Employee.
8. COMPETITION DURING AND AFTER TERM. Employee agrees that during the Term
hereof, and for a period of one year after the expiration of the Term, he will
not, either separately, jointly, or in association with others, directly or
indirectly, as an agent, employee, owner, partner, stockholder, or otherwise,
allow his name to be used by, or establish, engage in, or become interested in
any business substantially similar to those of the Company in any county in any
of the States of the United States in which Company's business is being
conducted at the time of termination, as long as Company carries on a like
business therein. Notwithstanding the preceding sentence, Employee shall be
allowed to engage in or be interested in businesses and activities provided that
his interest or involvement therein does not otherwise violate any other term or
provision of this Agreement. Company and Employee acknowledge that during the
Term of Employee's employment, Employee will acquire special knowledge and/or
skill that he can effectively utilize in competition with Company.
Employee agrees that the remedy at law for any breach by him of the
covenants contained herein will be inadequate, and that in the event of a
violation of the covenants contained herein, in addition to any and all legal
and equitable remedies which may be available, the said covenants may be
enforced by an injunction in a suit in equity, without the necessity of proving
actual damage, and that a temporary injunction may be granted immediately upon
the commencement of any such suit, and without notice.
9. FORCE MAJEURE AND DISABILITY. If Company is unable to conduct its
business, or a substantial portion thereof, by virtue of governmental regulation
or order, or by strike, war, fire, earthquake, hurricane, or similar acts of
god, or other calamity (declared or undeclared), or because of other similar or
dissimilar cause beyond control of Company (all of which events are hereinafter
sometimes referred to as "Force Majeure"), or in the event Employee suffers a
disability which prevents him from performing his services hereunder (herein
called a "Disability"), Company shall, in the event the Force Majeure and/or
Disability continue for at least eight aggregate weeks during any four-month
period, have the right to suspend the operation of this Agreement for the
duration of said Force Majeure and/or Disability (except for any benefits
payable to Employee under such benefit plans generally available to all Employee
employees), and Company shall, at its option, have the right to add a period
equal to such suspension to the Term hereof.
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Exhibit 10.2
10. SEVERABILITY. Nothing contained herein shall be construed to require
the commission of any act contrary to law. Should there be a conflict between
any of the provisions hereof and any present or future statute, law, ordinance,
regulation, or other pronouncement having the force of law, the latter shall
prevail, but the provision of this Agreement affected thereby shall be curtailed
and limited only to the extent necessary to bring it within the requirements of
the law, and the remaining provisions of this Agreement shall remain in full
force and effect.
11. ATTORNEY'S FEES AND COSTS. In the event of any dispute arising out of
the subject matter of the Agreement, the prevailing party shall recover, in
addition to any other damages assessed, its attorney's fees and court costs
incurred in litigating or otherwise settling or resolving such dispute whether
or not an action is brought or prosecuted to judgment. In construing the
Agreement, none of the parties hereto shall have any term or provision construed
against such party solely by reason of such party having drafted the same.
12. WAIVER. The waiver by the Company of a breach of any provision of this
Agreement by the Employee shall not operate or be construed as a waiver of any
subsequent breach by the Employee. No waiver shall be valid unless in writing
and signed by an authorized officer of the Company.
13. ENTIRE AGREEMENT. This Agreement contains the entire understanding of
the parties. It may not be changed orally but only by an agreement in writing
signed by the party against whom enforcement of any waiver, change,
modification, extension, or discharge is sought.
20. GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Kansas.
21. NOTICES. Notices shall be as given to each of the parties hereto at
such address or addresses as each party shall provide from time to time in
writing to the other. Initially such notices shall be sent,
If to Employee:
Xxx X. Xxxxxx
0000 Xxxxxx Xxxxx
Xxxxxx Xxxx, Xxxxxx 00000
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Exhibit 10.2
If to Company:
FBO Air - Garden City
c/o Xxx Xxxxxxxxx
President & CEO
0000 X Xxxxxxx Xxx
Xxxxxxxxxx, XX 00000
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
COMPANY: EMPLOYEE:
FBO Air - Garden City
--------------------------------- --------------------------------
Xxxxxx X. Xxxxxxxxx Xxx X. Xxxxxx
Its: President & CEO
Date: Date:
--------------------------- --------------------------
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Exhibit 10.2
EXHIBIT 4.B
FBO Air - Garden City shall establish an operating Plan prior to each
fiscal year and the Employee shall have input into the development of this
operating Plan.
The Employee shall be eligible while employed for an Incentive Bonus based
upon the operating income of the facility according to performance versus the
annual operating Plan and based on a two-level payout - a percentage of Base
Salary and an additional override on the difference between Actual and Plan
operating income:
DIFFERENCE IN
BASE SALARY OPERATING INCOME
PERFORMANCE V. PLAN PAY-OUT % PAY-OUT %
------------------- --------- ---------
95% or less 2.5% 0%
100 - 109.9% 10.0% 0%
110 - 114.9% 10.0% 2.5%
115 - 119.9% 10.0% 5.0%
120 - 124.9% 10.0% 7.5%
125 - 129.9% 10.0% 10.0%
130 - 134.9% 10.0% 12.5%
135 - 139.9% 10.0% 15.0%
140 - 144.9% 10.0% 17.5%
145 - 149.9% 10.0% 20.0%
150% + 10.0% 25.0%
Example #1: The Operating Plan calls for $100,000 in operating income; the
Actual results are $109,000 or 9% greater than Plan. The Employee is eligible
for 10% of the Base Salary but is not eligible for any additional override.
Example #2: The Operating Plan calls for $100,000 in operating income; the
Actual results are $130,000 or 30% greater than Plan. The Employee is eligible
for 10% of the Base Salary PLUS 12.5% of the difference between Plan and Actual,
which in this example equals $3,750.
Example #3: The Operating Plan calls for $100,000 in operating income; the
Actual results are $160,000 or 60% greater than Plan. The Employee is eligible
for 10% of the Base Salary PLUS 25% of the difference between Plan and Actual,
which in this example equals $15,000.
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