EXECUTIVE EMPLOYMENT AGREEMENT
AGREEMENT, dated as of January 15, 1998, by and between Tristar
Aerospace Co., a Delaware corporation (the "Company"), and ▇▇▇▇ Childress
(the "Executive").
WHEREAS, the Company desires to retain the Executive as its
Executive Vice President of Finance and Chief Financial Officer, 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 January 15, 1998 as its Executive Vice President of Finance and Chief
Financial Officer, and the Executive hereby accepts such employment. The term
of employment contemplated hereby shall commence on January 15, 1998 (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 Executive
Vice President of Finance and Chief Financial Officer, which shall include
responsibilities relating to finance, budgeting, financial planning,
accounting, tax, controls and treasury.
3. (a) SALARY. During the Term, the Executive shall receive an
annual salary of $150,000, 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 therefore 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), the Executive shall receive an amount equal to
two times his base compensation for the twelve-month period immediately
preceding such termination of employment, payable by the Company in equal
installments, without interruption, concurrently with the payment of the
Company's
normally scheduled payroll for active employees, until the expiration of a
period of two years from the date of Termination.
(a)(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.
Notwithstanding the foregoing, if the Executive commences new
full-time employment during the two-year period beginning on the Date of
Termination, the benefits described in Section 7(a)(i) and Section 7(a)(ii)
shall cease immediately upon the commencement of such employment.
(b) OTHER TERMINATION. In the event that 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 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)(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 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 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
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, client 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 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:
▇▇▇▇ Childress
▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
IF TO THE COMPANY:
Tri-Star Aerospace Co.
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
With a copy to:
Odyssey Investment Partners, L.P.
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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.
(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.
IN WITNESS WHEREOF the parties have signed and delivered this
Agreement as of the date first above written.
TRISTATE AEROSPACE CO.
By: /s/ Q. Bourjeaurd
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Name: Q. Bourjeaurd
Title: President
/s/ ▇▇▇▇ Childress
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▇▇▇▇ Childress
1/20/98
