AIRCRAFT SERVICES INTERNATIONAL GROUP, INC.
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of
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August 31, 2000, by and among XXXXXXX X. XXXXXXX ("Executive"), and AIRCRAFT
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SERVICES INTERNATIONAL GROUP, INC., a Delaware corporation (the "Company").
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WHEREAS, the Company desires to employ Executive to render employment
services for the Company; and
WHEREAS, Executive desires and is willing to become employed by the Company
under the terms and conditions hereof.
NOW THEREFORE, in consideration of the mutual covenants herein contained
and for other good and valuable consideration. the receipt and sufficiency of
which is hereby acknowledged. the Company and Executive hereby covenant and
agree as follows:
27 Employment. The Company hereby employs Executive and Executive hereby
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accepts such employment upon the terms and conditions set forth herein.
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28 Term. The initial term of this Agreement shall run from August 2, 1999
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until August 1, 2002 (the "Employment Period") unless further extended or sooner
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terminated as herein provided. The Employment Period shall be automatically
renewed for additional terms of one (1) year each, unless the Company notifies
Executive in writing or Executive notifies the Company in writing of its
intention not to renew this Agreement no less than ninety (90) days prior to the
expiration of the then current term. References to this Agreement's term shall
mean the initial term and all successive terms unless the context dearly
indicates otherwise.
29 Executive's Position and Duties. Executive shall (a) serve as Senior Vice
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President and Chief Financial Officer of both the Company and its
stockholder, Ranger Aerospace Corporation ("Ranger"), during the Employment
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Period, (b) render such financial management and other executive and managerial
services to the Company, Ranger and its Subsidiaries as Ranger's board of
directors (the "Board") may from time to time direct, and (c) report to and take
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directions from the President and Chief Executive Officer of the Company.
Executive shall devote his full working time and attention to the performance of
services for the benefit of the Company. Executive shall present to the Board
and to Ranger every acquisition or investment opportunity in the aerospace and
related industries, whether foreign or domestic, of which Executive becomes
aware and desires to pursue. Executive shall not pursue any such opportunity
(as investor or otherwise) unless the Board has indicated in writing its
intention not to pursue such opportunity.
30 Performance of Duties. Executive will, at all times, faithfully,
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industriously. and to the best of Executive's ability, experience and talents
perform his duties and responsibilities to the Company.
31 Compensation. For all services rendered by Executive under this
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Agreement, compensation shall be paid to Executive as follows:
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(a) Base Salary. Executive shall be paid a minimum base salary of
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$150,000 per year, beginning August 2, 1999 and payable in equal monthly
installments or more frequently as the Company shall determine. The base salary
may be increased from time to time by the Company and the Executive by entering
such adjusted base salary upon SCHEDULE A attached hereto, which, when signed by
Executive and the Company, shall become effective as an amendment to this
Agreement. At minimum, the base salary shall adjust automatically on each
anniversary hereof by the then current Consumer Price Index percentage. The
Board may elect at any time hereafter to increase Executive's base salary in its
sole discretion.
(b) Annual Bonus. In addition to Executive's base salary, the Board
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may, in its sole discretion, award a bonus to Executive following the end of
each fiscal year during the Employment Period based on Executive's performance
and the Company's operating results in accordance with the management bonus plan
to be adopted by the Board.
32 Severance Compensation. Upon termination of Executive's employment by
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the Company prior to the expiration of the Employment Period other than (a) for
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Cause as defined in Paragraph (17) or (b) Executive's choice to terminate his
employment for a reason other than his Constructive Termination as defined
below, the Company shall pay to Executive (subject to the terms hereof)
severance compensation equal to twelve (12) months (x) of Executive's base
salary at the rate of base salary in effect immediately preceding the date of
termination and (y) of the then current health benefit coverage in effect. The
Company shall pay the severance compensation in twelve (12) monthly installments
commencing thirty (30) business days after the date of termination of
Executive's employment with the Company; provided that such severance payments
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shall be made to Executive only if Executive fully complies with the surviving
terms of this Agreement, including, without limitation, Paragraphs 14 and 15
hereof. Executive may, at any time and from time to time, designate a
beneficiary to receive the severance compensation in the event of his death, or
if no beneficiary is designated then the severance compensation shall be paid to
Executive's estate. A "Constructive Termination" shall be deemed to have
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occurred if Executive's employment with the Company terminates, either
voluntarily or involuntarily, following any one of the following:
(a) The Company reduces Executive's base salary;
(b) The Company assigns to Executive any duties inconsistent with his
duties or responsibilities as Senior Vice President and Chief Financial Officer,
or changes his reporting responsibilities or title; or
(c) The Company or any of its affiliates substantially breaches any term
of (i) this Agreement, (ii) the Executive Stock Agreement dated August 31, 2000
between Ranger Aerospace Corporation and Executive, (iii) the Nonqualified Stock
Option Agreement dated August 31, 2000 between Ranger Aerospace Corporation and
Executive, or (iv) any amendment or successor to any of the foregoing
agreements, which breach is not cured within fifteen (15) days of receipt by the
Company of written notice from you of such breach, and which breach has a
material adverse effect on the Executive.
(6A) Change-in-Control. If Executive elects to terminate his employment
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for any reason within twelve (12) months following the occurrence of a
Change-in-Control (as defined below, the Company shall pay to Executive (subject
to the terms hereof) severance compensation equal to nine (9) months (x) of
Executive's base salary at the rate of base salary in effect immediately
preceding the date of termination and (y) of the then current health benefit
coverage in effect. The Company shall pay the severance compensation in nine
(9) monthly installments commencing thirty (30) business days after the date of
termination of Executive's employment with the Company; provided that such
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severance payments shall be made to Executive only if Executive fully complies
with the surviving terms of this Agreement, including, without limitation,
Paragraphs 14 and 15 hereof. Executive may, at any time and from time to time,
designate a beneficiary to receive the severance compensation in the event of
his death, or if no beneficiary is designated then the severance compensation
shall be paid to Executive's estate. If Executive's employment is terminated
for any reason which would entitle Executive to severance compensation under
both Paragraph (6) above and this Paragraph (6A) but for this sentence, then the
provisions of Paragraph (6) shall apply and the provisions of this Paragraph
(6A) shall not apply.
If Executive elects to terminate his employment for the reason set forth in
this Section (6A), then (i) if Executive subsequently obtains other employment
providing him with base salary and health benefit coverage equal to or greater
than Executive's base salary and health benefit coverage in effect immediately
preceding the date of termination, then the obligation of the Company to pay
severance compensation as provided for in this Section (6A) shall terminate upon
the date such other employment begins (with a pro rata fractional monthly
payment to be made to Executive based on the number of days between the date
Executive's new employment begins and the date of the last full monthly payment
of severance compensation to Executive if the new employment begins on a date
other than the beginning of a monthly pay period for Executive's severance
compensation ) and (ii) if Executive subsequently obtains employment providing
him with base salary and health benefit coverage less than Executive's base
salary and health benefit coverage in effect immediately preceding the date of
termination, then the amount of the monthly payments of severance compensation
provided for in this Section (6A) shall be reduced to the amount necessary to
make the sum of (A) Executive's base salary and health benefit coverage from his
new employment plus (B) the reduced monthly payment of severance compensation,
equal to the original amount of the monthly payment of severance compensation
provided for in this Section (6A) prior to the reduction.
A "Change-of-Control" means the occurrence of one or more of the following
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events:
(i) any Person (including a Person's Affiliates and associates), other than
a Permitted Holder, becomes the beneficial owner (as defined under 13d-3 or any
successor rule or regulation promulgated under the Exchange Act) of 50% or more
of the total voting or economic power of the Common Stock of the Company or
Ranger;
(ii) any Person (including a Person's Affiliates and associates), other than
a Permitted Holder, becomes the beneficial owner of more than 33-1/3% of the
total voting power of the Common Stock of the Company or Ranger, and the
Permitted Holders beneficially own, in the aggregate, a lesser percentage of the
total voting power of the Common Stock of the Company or Ranger, as the case may
be, than such other Person and do not have the right or ability by voting power,
contract or otherwise to elect or designate for election a majority of the Board
of Directors of the Company or Ranger, as the case may be;
(iii) there shall be consummated any consolidation or merger of the Company
or Ranger in which the Company or Ranger, respectively, is not the continuing or
surviving corporation or pursuant to which the Common Stock of the Company or
Ranger would be converted into cash, securities or other property, other than a
merger or consolidation of the Company or Ranger in which the holders of the
Common Stock of the Company or Ranger, as the case may be, outstanding
immediately prior to the consolidation or merger hold, directly or indirectly,
at least a majority of the Common Stock of the surviving corporation immediately
after such consolidation or merger;
(iv) there shall be consummated a sale of all or substantially all of the
assets of the Company or Ranger in one transaction or series of related
transactions; or
(v) during any period of two consecutive years, individuals who at the
beginning of such period constituted the Board of Directors of the Company or
Ranger (together with any new directors whose election by such Board of
Directors or whose nomination for election by the shareholders of the Company or
Ranger, as the case may be, has been approved by a majority of the directors
then still in office who either were directors at the beginning of such period
or whose election or recommendation for election was previously so approved)
cease to constitute a majority of the Board of Directors of the Company or
Ranger, as the case may be.
For purposes of this definition, "voting power" shall be deemed to include the
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potential for voting power upon conversion of outstanding non-voting securities
into voting securities, and "Affiliate," "Board of Directors," "Common Stock,"
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"Permitted Holders" and "Person" shall have the meanings set forth in the
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Indenture dated August 18, 1998, pertaining to the Company's 11% Senior Notes
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due 2005.
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(1) Withholding. All payments of compensation paid to Executive under
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this Agreement shall be reduced by applicable federal, state and local
withholding taxes.
(8) Additional Benefits. During the Employment Period, Executive shall
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be entitled to receive Executive benefits at levels and coverage generally
provided to senior executives of the Company, including health benefits, life
and disability insurance, and participation in the Company's retirement plan(s).
(9) Working Facilities. The Company will furnish Executive with an
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office, technical and secretarial assistance and other facilities and services
suitable to his position of Senior Vice President and Chief Financial Officer
and fully adequate for the performance of his duties.
(10) Expenses. As a condition of his employment, Executive is required
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to incur reasonable and necessary expenses for the promotion of the business of
the Company, including expenses of entertainment, travel, dues and similar
expenses. Provided that Executive provides the Company with reasonable written
documentation as required under the Company's policies and procedures to support
reimbursement, the Company shall reimburse Executive for all travel and other
expenses reasonably incurred by Executive in the performance of his duties under
this Agreement.
(11) Vacations and Holidays. Executive shall be entitled each calendar
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year (or portion thereof) during the Employment Period to a vacation of twenty
(20) working days during which time his salary shall be paid in full. Executive
shall accrue all of his vacation days for calendar year 1998 on the effective
date of this agreement and thereafter on the first day of each calendar year.
Executive shall take his vacation at such time or times as shall be reasonably
approved by the Company. The Company may grant additional vacation time and
time off to Executive in its sole discretion. The length of Executive's
vacation may from time to time be adjusted by the Company by entering such
change upon Schedule B attached hereto which, when signed by Executive and the
Company, shall become effective as an amendment to this Agreement. If Executive
fails to use his permitted vacation in any calendar year, the unused time may be
carried over to the succeeding calendar year. Executive may not elect to
receive an equivalent amount of cash, based on his base salary, in lieu of
accrued vacation time. In addition to the above, Executive shall be entitled to
be off from work on all regular Company holidays including, but not limited to
New Year's Day, July 4, Labor Day, Thanksgiving, and Christmas with full
compensation.
(12) Leaves of Absence. Executive will be granted leaves of absence
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with full payment of salary up to five (5) working days each calendar year (or
portion thereof) during the Employment Period for attendance at professional
conventions, continuing education seminars and other professional or business
activities. Executive shall accrue all of such days for calendar year 2000 on
the effective date of this Agreement and thereafter on the first day of each
calendar year. All expenses reasonable and necessarily incurred by the
Executive for such activities shall be paid for, or reimbursed by, the Company.
In addition, the Company may grant, in its sole discretion, Executive's requests
for leaves of absence with full or partial payment of salary and other expenses
for reasons other than those described in this Paragraph.
(13) Sick Leave. Executive shall be entitled to ten (10) days of sick
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leave with payment of his base salary base the Company each calendar year during
the Employment Period. Executive shall accrue all of his sick leave days for
calendar year 2000 on the effective date of this Agreement and thereafter on the
first day of each calendar year. If Executive fails to use his permitted sick
leave in any calendar year, the unused time may be carried over to the
succeeding calendar year. Executive may not elect to receive an equivalent
amount of cash, based on his base salary, in lieu of accrued sick leave.
(14) Confidentiality. Executive understands and agrees that the nature
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of the Company's business, including the Company's customer lists, business
plans, budgets, contracts, personnel information, methods and systems used in
conducting business, pricing policies, technical bulletins, manuals, profit and
loss information, prospects, business opportunities and other related internal
business information and trade secrets are all of a confidential nature and are
valuable assets of the Company. Executive covenants and agrees, upon
termination of the Employment Period for any reason, to immediately return to
the Company all such confidential information and documents referred to in the
preceding sentence (including any other trade secret information) and will not
make copies of such materials. Further, Executive covenants and agrees that he
will not at any time furnish, divulge or otherwise disclose such confidential
information or material to anyone other than those authorized by the Company to
receive such information, and will not otherwise use or disclose such material
and information, except as required by law. In the event of any actual or
threatened breach by Executive of the provisions of this confidentiality
covenant, the Company shall be entitled to a temporary and/or permanent
injunction from any court of competent jurisdiction, without posting bond or
other security, restraining Executive from violating this confidentiality
covenant. Nothing herein stated shall be construed as prohibiting the Company
from pursuing any other remedies available to Employer for such breach or
threatened breach. including the recovery of damages from Executive.
Executive's obligation of confidentiality in this Agreement shall not apply
to:
(a) information which at the time of disclosure is in the public domain
or becomes generally known within the Company's industry without the breach of
any confidentiality obligation owed to the Company by Executive or any other
person or entity bound by any confidentiality agreement with the Company or its
affiliates; or
(b) a disclosure by Executive to the extent required by law.
(15) Non-Competition and Non-Solicitation Covenant. During the
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Employment Period and for so long after Executive's employment with the Company
terminates as Executive receives payments from the Company provided for in
Paragraph 6 of this Agreement, Executive will not (for himself or on behalf of,
or in conjunction with any other person or persons, limited liability company,
partnership, proprietorship, corporation or other business entity), directly or
indirectly, own, manage, operate, control, be employed by, consult with,
participate in, or be connected in any manner with the ownership, management,
operation, consulting or control of any business engaged in the Company's
Business as defined below, and operating anywhere in North America, Continental
Europe and the United Kingdom, the Bahamas and any other country where the
Company is operating or has a joint venture on the date of Executive's
termination of employment. The Company's Business, for the purpose of this
paragraph, is (a) to provide fueling services at airports, (b) to own or operate
fuel storage and distribution facilities, (c) to provide ground handling,
baggage and supply services at airports, and (d) any other activity in which the
Company is engaged at the time of the termination of Executive's employment with
the Company. Notwithstanding anything contrary in this Paragraph, this covenant
not to compete shall not prohibit Executive from owning less than 2% of any
class of stock in any publicly traded corporation, provided that Executive has
no rights of affiliation with such corporation other than his rights as a
stockholder. In the event of any actual or threatened breach by Executive of
the provisions of this non-competition covenant, the Company shall be entitled
to a temporary and/or permanent injunction from any court of competent
jurisdiction, without posting bond or other security, restraining Executive from
owning, managing, operating, controlling, being employed by, participating in or
being in any way so connected with any such business. Nothing herein stated
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 monetary damages from Executive. The Company will not unreasonably
prohibit Executive from securing new employment after leaving the Company, so
long as such employment is not competitive (whether directly or indirectly) with
the Company.
For so long as Executive receives payments from the Company provided for in
Paragraph 6 of this Agreement after the Employee's employment with the Company
terminates, the Employee shall not directly or indirectly through another entity
(i) induce or attempt to induce any employee of the Company, or in any way
interfere with the relationship between the Company and any employee thereof,
(ii) hire any person who was an employee of the Company at any time during the 6
months preceding Executive's termination or (iii) induce or attempt to induce
any customer, supplier, licensee, licensor, franchisee or other business
relation of the Company to cease doing business with the Company, or in any way
interfere with the relationship between any such customer, supplier, licensee or
business relation and the Company (including, without limitation, making any
negative statements or communications about the Company).
If any one of the restrictions contained herein shall for any reason be held to
be excessively broad as to duration or geographical area, it shall be deemed
amended by limiting and reducing it so as to be valid and enforceable to the
extent compatible with applicable law.
(16) Termination. Notwithstanding anything herein contained to the
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contrary, Executive's employment and this Agreement may be terminated by either
Executive or the Company at any time and for any reason.
(17) Cause. For purposes of this Agreement "Cause" shall mean (i)
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your theft or embezzlement, or attempted theft or embezzlement, of money or
property of the Company or any of its subsidiaries, your perpetration or
attempted perpetration of fraud, or your participation in a fraud or attempted
fraud, on the Company or any of its subsidiaries or your unauthorized
appropriation of, or your attempt to misap-propriate, any substantial tangible
or intangible assets or property of the Company or any of its subsidiaries, (ii)
your conviction of any criminal felony involving the Company or any of its
subsidiaries, or (iii) your willful failure to substantially follow any
reasonable instructions of the Board and/or other policies of the Company, which
failure is not corrected within 15 business days after you receive notice from
the Board describing such failure. You shall not be deemed to have been
terminated for Cause unless the Company has delivered to you a written notice
specifying in reasonable detail the facts and circumstances that are the basis
for terminating your employment with the Company for Cause. Should the Company
and you be unable to agree on whether or not the your conduct, acts or omissions
constitute Cause within thirty (30) business days after your employment with the
Company has been terminated, the controversy as to whether your conduct
constitutes Cause shall be settled exclusively by arbitration in accordance with
the requirements of the labor arbitration rules of the American Arbitration
Association then in effect. Arbitration shall commence upon the appointment of
arbitrators mutually agreeable to the parties and shall continue, without
interruption unless required by the arbitrator(s), with the written decision of
the arbitrator(s) to be issued within one-hundred fifty (150) business days
after filing a Notice of Arbitration. All expenses and fees incurred in the
conduct of the arbitration shall be borne by the parties equally. Each party
shall bear its own respective attorneys' and other legal fees and any decision,
award or order by arbitration shall be binding upon the parties hereof.
(18) Executive's Representations. Executive hereby represents and
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warrants to the Company that (a) the execution, delivery and performance of this
Agreement by Executive does not and shall not conflict with, breach, violate or
cause a default under any contract, agreement, instrument, order, judgment or
decree to which Executive is a party or by which he is bound, (b) Executive is
not a party to or bound by any employment agreement, noncompete agreement or
confidentiality agreement with any other person or entity and (c) upon the
execution and delivery of this Agreement by the Company, this Agreement shall be
the valid and binding obligation of Executive enforceable in accordance with its
terms. Executive hereby acknowledges and represents that he has consulted with
independent legal counsel regarding his rights and obligations under this
Agreement and that he fully understands the terms and conditions contained
herein.
(19) Arbitration. Any dispute or controversy arising under or in
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connection with this Agreement shall be settled exclusively by arbitration in
accordance with the requirements of the Florida arbitration law then in effect.
All arbitrators' expenses and fees incurred in the conduct of the arbitration
shall be shared by Executive and the Company. Each party shall bear its own
respective attorneys' and other legal fees.
(20) Binding Effect. Except as provided in Paragraph (25) below, this
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Agreement together with any amendments hereto, shall be binding upon and inure
to the benefit of Executive and the Company, their heirs, personal
representatives, legal representatives, executors, administrators, permitted
successors and permitted assigns. Executive hereby consents to the Company's
assignment of this Agreement to a successor entity.
(21) Application to Subsidiaries. The promises and covenants made by
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Executive to the Company in this Agreement shall apply with the same force and
effect and shall inure to the benefit of any Subsidiary or joint venture of the
Company, whether such Subsidiary or joint venture exists as of the date hereof
or shall exist at any date for which a promise or covenant made by Executive
pursuant to this Agreement shall be in effect. "Subsidiary" shall mean any
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corporation of which the Company owns securities having a majority of the
ordinary voting power in electing the board of directors directly or through one
or more subsidiaries.
(22) Survival. Notwithstanding anything to the contrary in this
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Agreement, the only provisions of this Agreement which survive expiration of the
Employment Period (and any subsequent renewal thereof) pursuant to Paragraph 2
are Paragraphs 14, 15, 18, 19, 20, 21, 22, 23, 25, 26, 27, 29 and 31 hereof.
(23) Notice. Any notice required or permitted to be given under this
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Agreement must be in writing and must be either personally delivered, mailed by
first class mail (postage prepaid and return receipt requested) or sent by
reputable overnight courier service (charges prepaid) to the recipient at the
address below indicated:
To the Company:
Aircraft Services International Group, Inc.
0000 XX 00 Xxxxxxx, #000
Xxxxx, XX 00 000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With copies to:
CIBC Wood Gundy Ventures. Inc.
000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxx Xxxxxx
Xxxxxxx X. Xxxxxx, P.C.
Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx. XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
To Executive:
Xxxxxxx X. Xxxxxxx
0000 Xx. Xxxxxxxxx Xxxx #0000
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to:
Xxxx X. Xxxxxx
Wyche, Burgess, Xxxxxxx & Xxxxxx, P.A.
00 Xxxx Xxxxxxxxxx Xxx (29601)
Xxxx Xxxxxx Xxx 000
Xxxxxxxxxx, XX 00000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
or such other address or to the attention of such other person as the
recipient party shall have specified by prior written notice to the sending
party. Any notice under this Agreement shall be deemed to have been given when
so delivered or sent or, if mailed, five days after deposit in the U.S. mail.
(24) Situs. This Agreement shall be controlled, construed and governed
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under the laws of the State of Florida regardless of the fact that one or more
parties is now, or may become, residents of another state, and without regard to
any conflict of laws.
(25) Amendment. This Agreement may not be amended changed, altered or
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modified except by a writing signed by Executive and the Company.
(26) Severability. If any Paragraph, clause or provision of this Agreement
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is or becomes illegal, invalid or unenforceable because of present or future
laws, rules or regulations of any governmental body, or become unenforceable for
any reason, the intention of Executive and the Company is that the remaining
parts of this Agreement shall not be thereby affected.
(27) Entire Agreement. This Agreement sets forth all of the promises,
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covenants, agreements, conditions and understandings between the parties hereto
with respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements, understandings, inducement or conditions, express or
implied, oral or written, with respect thereto, except as contained herein.
Moreover, no waiver by any party of any condition or breach or any term,
covenant, representation or warranty contained in this Agreement, whether by
conduct or otherwise, in any one or more instances, shall be deemed or construed
as a further or continuing waiver of any such condition or breach, nor shall it
be deemed or construed as a waiver of any other condition or as a waiver of the
breach of any other term, covenant, representation or warranty set forth in this
Agreement.
(28) Captions. The captions of the various Paragraphs are solely for the
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convenience of the parties hereto and shall not control or affect the meaning or
construction of this Agreement.
(29) Specific Performance. If a party to this Agreement fails to comply
---------------------
with any of the covenants, provisions or conditions contained in this Agreement,
then, in addition to any other remedy provided by law or equity, the
non-defaulting party shall be entitled to equitable relief including, without
limitation, the right to specific performance of the terms and conditions of
this Agreement.
(30) Counterparts. This Agreement may be executed in one or more
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counterparts, each of which shall constitute an original Agreement but all of
which together shall constitute one and the same instrument.
(31) Non-Assignable. This Agreement is personal to Executive and he may not
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assign this Agreement. Any attempted assignment shall be null and void.
* * * * *
IN WITNESS WHEREOF, by its duly authorized officer, has executed and sealed
this Employment Agreement the day and year first above written.
AIRCRAFT SERVICES INTERNATIONAL GROUP, INC.
By:_____________________________________________
Its:
_
___________________________________________
_______________________________________________
Xxxxxxx X. Xxxxxxx
Agreed and Accepted:
XXXX XXXXXXX MUTUAL LIFE
INSURANCE COMPANY
By: __________________________
Name: ________________________
Title: _________________________
CIBC WOOD GUNDY VENTURES, INC.
By: __________________________
Name: ________________________
Title: _________________________
SCHEDULE A
to
Employment Agreement
among
XXXXXXX X. XXXXXXX AND
AIRCRAFT SERVICES INTERNATIONAL GROUP, INC.
