EMPLOYMENT AGREEMENT
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This Agreement (the "Agreement") is dated October 1, 1998 BETWEEN HAWKER
PACIFIC AEROSPACE ("HPA") having its principal place of business at ▇▇▇▇▇
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1. RECITALS. Employee will serve as Vice President Corporate
Development of HPA on the agreements set forth below and for
other consideration, HPA and Employee agree that Employee will be
employed by HPA in accordance with the terms of this Agreement.
2. SERVICES. During the term of his employment, Employee shall be
responsible for effectively performing the duties of his position
and such other duties assigned to him which are consistent with
his position. Employee will utilize HPA's resources as
appropriate to best fulfill his responsibilities. Employee
agrees to devote his entire productive time, ability and
attention to the business of HPA. During the term of his
employment, Employee also agrees that he shall not directly or
indirectly perform any services of a business, commercial or
professional nature for any person or organization, whether for
compensation or otherwise, without HPA's prior written consent.
3. PLACE OF PERFORMANCE. HPA shall provide Employee with an
appropriate office at its offices, and all supplies, equipment,
and office personnel reasonably necessary to perform Employee's
duties and services.
4. COMPENSATION AND BENEFITS. As compensation and benefits for
Employee's services, HPA shall provide the following compensation
and benefits to Employee during the term of employment and upon
termination of his employment as provided by this Agreement:
4.1 BASE SALARY HPA shall pay Employee a base salary of $130,000
(one hundred thirty thousand dollars) per year or at such
higher rate as HPA may from time to time determine, payable
in equal installments at HPA's regular payroll periods.
Employee shall receive an annual salary review during
December of each year (or at such other time as HPA conducts
reviews of similar contracted employees). HPA may also at
the sole discretion of the Compensation Committee of the
Board of Directors, increase Employee's base salary at any
time other than the normal review period.
4.2 BONUS. Employee shall be eligible for a periodic bonus on
the terms and conditions of the Company's Incentive
Compensation Plan. Such Incentive Compensation Plan shall
address bonus based on HPA's performance. Upon
recommendation of the chief executive officer, and approval
of the Compensation Committee of the Board of Directors,
Employee may also receive a discretionary bonus based on his
individual performance.
4.3 BENEFITS. Employee shall be entitled to such fringe benefits
and perquisites as are generally made available to similarly
contracted employees of HPA, whether such benefits are
presently in effect or come into effect during the term of
this Agreement, and such other fringe benefits as may be
determined by HPA in its sole discretion, except that
Employee's benefits shall not be reduced from those benefits
specifically provided in this Agreement.
4.4 VACATIONS. Employee shall be entitled to a vacation period
of three (3) weeks per year. Administration of Employee's
vacation and vacation year to year carry over will be in
accordance with the applicable HPA Policies and Procedures.
Upon termination of his employment with HPA for any reason,
Employee shall be paid for all unused, accrued vacation time.
4.5 HOLIDAYS. Employee shall receive paid holidays in accordance
with applicable HPA Policies and Procedures.
4.6 SICK LEAVE. Employee shall be entitled to sick leave without
any loss in compensation.
4.7 INSURANCE. HPA shall provide to Employee and his dependents
paid health, dental, disability and life insurance benefits
in accordance with HPA established plans. HPA shall
reimburse Employee for insurance premiums, deductibles and
any other expenses not paid by the Company Plan and for one
comprehensive physical examination annually.
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4.8 PENSION PLAN(S). Employee will be eligible to participate in
HPA's Pension and 401k Plans in accordance with HPA Policies
and Procedures.
4.9 AUTOMOBILE. During the term of this Agreement, HPA will pay
Employee a $750 (seven hundred fifty dollars) per month
automobile allowance.
4.10 BUSINESS EXPENSES. HPA shall reimburse Employee for all
business expenses reasonably incurred by Employee in
connection with the performance of his duties under this
Agreement provided that Employee furnishes HPA with adequate
records or other evidence respecting such expenditures. HPA
shall reimburse Employee, or shall pay directly, all
reasonable entertainment, promotion, telephone and other
expenses incurred in connection with the performance of
Employee's duties under this Agreement as well as all
reasonable travel and living expenses while traveling
business related.
5. TERM AND TERMINATION.
5.1 TERM OF AGREEMENT. The term of Employee's employment with
HPA shall commence on October 1, 1998 and shall end on
September 30, 2001 the ("Termination Date"), unless
terminated earlier in accordance with the terms of this
Agreement or unless extended in accordance with paragraph
5.2 below.
5.2 TERMINATION. Either party shall give at least three months
prior written notice to the other prior to the Termination
Date to terminate this Agreement or the Agreement shall be
extended for an additional year under the same terms and
conditions of this Agreement. For purposes of this
Agreement, the "Term of this Agreement" shall mean the full
term of the Agreement, including subsequent terms, and not
only the initial term.
5.3 RIGHTS OF EMPLOYEE UPON TERMINATION.
(A) HPA may terminate Employee "Without Cause" at any
time upon giving written notice to Employee. HPA
shall then pay Employee "Severance Pay" equal to
Employee's Base Salary and benefits in accordance
with the paragraphs of Article 4 above for the
remaining term of this Agreement until the
Termination Date or for one year whichever period is
shorter. "Severance Pay" shall also include a
calendar based pro-rata bonus for the year of
termination. Severance pay shall be paid in equal
installments on HPA's normal payment schedule or in
lump sum(s) at Employer's option, however in no event
shall any lump sum payments be paid in a manner
slower than Employee's normal payment schedule.
Additionally, the Employee shall receive "Severance
Pay" as described above if at any time the Employee's
duties or terms of employment materially change and
Employee elects to leave the employ of HPA as a
result of such change.
If Employee is terminated Without Cause, he shall
also be paid on the date of termination: any earned
base salary, any earned but unpaid bonuses from a
prior year, any accrued vacation time, and any
unreimbursed business expenses submitted in
accordance with the provisions of paragraph 4.10.
(B) HPA may terminate Employee for "Cause" at any time,
with or without advance notice upon giving written
notice to Employee, if Employee has: (i) committed
material fraud, material misappropriation or material
theft; ( ii) engaged in gross misconduct in the
performance of his duties; (iii) engaged in unlawful
conduct which has a material adverse effect on HPA;
or (iv) been convicted of a felony.
If Employee is terminated for "Cause" he shall also
be paid on the date of termination: any earned base
salary, any earned but unpaid bonuses from a prior
year, any accrued vacation time, and any unreimbursed
business expenses submitted in accordance with the
provisions of paragraph 4.10. Employee shall have no
other rights whatsoever pursuant to this Agreement
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except as may be provided for in the Company's
Incentive Stock Option Plan(s). This Employment
Agreement shall terminate immediately upon such
written notice to Employee.
5.4 DEATH OR DISABILITY.
(A) Upon Employee's death, Employee's Base Salary and all
benefits payable to Employee shall be paid to his
heirs under the terms of this Agreement through the
Termination Date. Such amount to be reduced by
proceeds of life insurance paid by HPA.
(B) Upon Employee's "permanent disability", Employee's
Base Salary and fringe benefits payable shall be paid
through the Termination Date reduced by any
disability insurance proceeds received by him from
any policy paid for by HPA and any State disability
insurance. "Permanent disability" means Employee's
inability to substantially perform his duties for any
physical, mental, emotional or other reason for 90
consecutive days or more.
6. MISCELLANEOUS PROVISIONS.
6.1 NOTICES. All notices, demands and other communications,
provided for in this Agreement ("Notice") shall be in
writing and shall be given to such party at its address as
set forth below or such address as such party may specify
of the purpose by Notice to the other party listed below.
Each Notice shall be deemed delivered to the party to whom
it is addressed on the next business day following its
actual delivery at the address specified in this paragraph.
TO: Hawker Pacific Aerospace
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Attn: CFO
TO: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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6.2 NO ASSIGNMENT. This Agreement may not be assigned by any
party without the prior written consent of the other party.
6.3 INTERPRETATION. The resolution of ambiguities against the
drafting party shall not apply in the enforcement and
interpretation of this Agreement, and this Agreement shall
be given a fair and reasonable construction in accordance
with the intent of the parties.
6.4 GOVERNING LAW. This Agreement shall be governed by,
interpreted under, construed and enforced in accordance
with the laws of the State of California.
6.5 PARTIAL INVALIDITY. If any term or provision of this
Agreement or the application thereof shall, to any extent,
be invalid or unenforceable, then the remainder of this
Agreement, or the application of such term or provision
other than those as to which it is held invalid or
unenforceable, shall not be affected and shall be valid and
enforceable to the fullest extent permitted by law.
6.6 COUNTERPARTS AND PHOTOCOPIES. This Agreement may be
executed in one or more counterparts, each of which shall
be deemed an original, but all of which together shall
constitute one and the same instrument. Photocopies of this
Agreement shall also be given the same effect as the
original.
6.7 ENTIRE AGREEMENT. This Agreement is the final expression
of, and contains the entire agreement between, the parties
with respect to the subject matter of this Agreement and
supersedes all prior negotiations, understandings and
agreements. No statements, promises or representations
have been made by any party to any other, or relied upon,
and no consideration has been offered, promised,
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expected or held out other than expressly provided in this
Agreement. This Agreement may not be modified, changed,
amended, supplemented or terminated, except by a written
instrument signed by the party to be charged or by its duly
authorized agent.
6.8 WAIVERS. The waiver by either party of the breach of any
term, provision, covenant or condition contained in this
Agreement, or the failure or either party to insist on
strict performance by the other, shall not be deemed to be
a waiver of such term, provision, covenant or condition
contained in this Agreement. The acceptance of performance
by either party shall not be deemed to be a waiver of any
breach or default by the other party, regardless of the
non-defaulting party's knowledge of such breach or default
at the time of acceptance of performance.
6.9 ATTORNEY'S FEES. If any action is commenced to enforce any
of the provisions of this Agreement or to enforce a
judgment, the unsuccessful party shall pay all costs
incurred by the prevailing party, including reasonable
attorneys' fees and costs, arbitration fees and costs,
court costs and reimbursements for any other reasonable
expenses.
6.10 CAPTIONS. The paragraph and section headings in this
Agreement are solely for convenience of reference and are
not a part of an are not intended to govern, limit or aid
in the construction of any term provision of this
Agreement.
6.11 FURTHER ASSURANCES. The parties agree, without any
additional consideration or any unreasonable delay, to
execute all such other instruments and documents and to
take all actions as may be reasonably necessary or
desirable to further implement the provisions of this
Agreement.
7. ARBITRATION. All claims, disputes or other matters in question
arising out of, or relating to, this Agreement or the breach of
this Agreement shall be decided in accordance with the then
current California Employment Resolution Dispute Rules of the
American Arbitration Association. Arbitration shall be held in
Los Angeles, California. The award of the arbitrator shall be
final and binding upon the parties, and judgment may be entered
upon it in accordance with applicable law in any court having
jurisdiction. This agreement to arbitrate shall be
self-executing without the necessity of filing any action in any
court and shall be specifically enforceable under the prevailing
arbitration law.
8. CHANGE IN CONTROL. In addition to any compensation, benefits
or rights Employee may have under Sections 4 and 5 above, in the
event of a "change in control," Employee will be paid twelve (12)
months salary based on the total compensation package then in
effect, in accordance with a payment schedule to be determined at
the time of such "change in control". However, in no event shall
such salary be paid in a manner slower than Employee's normal
payment schedule. As used in this Agreement, a "change in
control" shall mean (I) the sale, transfer, conveyance or
disposition, whether direct or indirect, of all or substantially
all of the assets of HPA, (ii) a consolidation or merger of HPA
with or into any entity in which HPA is not the surviving entity,
(iii) a consolidation or merger of HPA with or into any other
entity in which HPA is the surviving entity, if immediately after
such transaction the shareholders of HPA own less than 35% of the
voting power of the capital stock of the surviving entity that is
normally entitled to vote in the election of directors, or (iv)
any "person" or "group" (as such terms are used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") whether or not applicable), other than the
shareholders of Unique Investment Corporation ("Unique") or
affiliates of Unique, becomes the beneficial owner or is deemed
to beneficially own (as described in Rule 13d-3 under the
Exchange Act) in excess of 30% of the HPA's voting power of the
capital stock normally entitled to vote in the election of
directors of HPA. The provisions of this Section 8 shall also
apply if Employee is terminated for any reason within 90 days of
any "change in control" of HPA, as defined above.
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The parties execute this Agreement on the date set forth
above.
HAWKER PACIFIC AEROSPACE
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its: President and Chief Executive Officer
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Date: 10/1/98
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Date: 10/1/98
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