EMPLOYMENT AGREEMENT
AGREEMENT, dated as of December 8, 1997, by and between Tristar
Aerospace Co., a Delaware corporation (the "Company"), and Xxxxx X. Xxxxx
(the "Executive").
WHEREAS, the Company desires to retain the Executive as its Vice
President of Strategic Planning, 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 December 8, 1997 as its Vice President of Strategic Planning, and the
Executive hereby accepts such employment. The term of employment contemplated
hereby shall commence on December 8, 1997 (the "Commencement Date") and shall
end on the second 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 appurtenant to his position as Vice President
of Strategic Planning, which shall include responsibilities relating to
implementation of supply chain management initiatives.
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 shall be eligible for such raises and bonuses as
the Compensation Committee of the Board of Directors of the Company may
provide.
(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) (i) 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) and other than by reason of
Disability (as defined herein), or the Executive terminates his employment for
Good Reason (as defined herein), the Executive shall receive an amount equal
to one times his base compensation for the twelve-month period immediately
preceding such termination of employment, payable in one lump sum, thirty
days following the Date of Termination.
(ii) The Executive shall be entitled to such medical and
other benefits on substantially the same terms as are regularly offered to
senior executives of the Company until the expiration of a period of one year
from the Date of Termination.
(b) OTHER TERMINATION. In the event that the employment of
the Executive is terminated (i) due to 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 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 any subscription agreement entered into by
the Executive with the Company, or (D) such Executive's conviction or entry
of 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;
(iii) "Good Reason" shall mean (A) a material breach of this Agreement by the
Company, which breach shall not have been cured within 30 days after the
Executive shall have given written notice thereof to the Board of Directors,
or (B) the material diminution of the Executive's stature or his authority or
responsibility for matters relating to supply chain management. Notwithstanding
the foregoing, any event described in this Section 5(c)(iii)(B) shall not
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constitute "Good Reason" in the event that the Company, within 14 days
following written notice by the Executive to the Board of Directors of the
Company setting forth a description thereof, cures such event or occurrence.
For purposes of clause (B) of this Section 5(c)(iii), the determination
whether the Executive's stature, authority or responsibility shall have been
diminished shall be determined after giving effect to any acquisition,
consolidation, merger or reorganization transaction, if any.
(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)(i) 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 an 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 outstanding capital stock of such entity.
(b) NO SOLICITATION. The Executive hereby agrees that during
the Term and for a period of one year after the Date of Termination, he shall
not, directly or indirectly, for his own account or jointly with another, or
for or on 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 by any of its
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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 7 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 relationships contemplated hereby.
7. 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 under his or its name below) or such other address as may be
designated in writing by such party):
IF TO THE EXECUTIVE:
Xxxxx X. Xxxxx
0000 Xxxxxxx Xxxxxx, #000
Xxxxxx, Xxxxx 00000
IF TO THE COMPANY:
Tri-Star Aerospace Co.
00000 Xxxx Xxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxxxxx Xxxxxxxxxx
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With a copy to:
Odyssey Investment Partners, L.P.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Mr. Xxxxxxx Xxxxxx
8. 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.
(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
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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.
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IN WITNESS WHEREOF, the parties have signed and delivered this
Agreement as of the date first above written.
TRISTAR AEROSPACE CO.
By: /s/ XXXXXXX XXXXXXXXXX
---------------------------------
Name: XXXXXXX XXXXXXXXXX
Title: PRESIDENT & CHIEF EXECUTIVE OFFICER
/s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx
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