AMENDMENT NO. 1 TO
AMENDED AND RESTATED
AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
EMPLOYMENT AGREEMENT
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THIS AMENDMENT NO. 1 (this "Amendment") to the Amended and Restated
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Aircraft Services International Group, Inc. Employment Agreement dated March 7,
2000 (the "Employment Agreement") by and between Aircraft Service International
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Group, Inc., a Delaware corporation (the "Company"), and Stephen D. Townes
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("Executive") is made by and between the parties to the Employment Agreement as
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of August 31, 2000.
WHEREAS, the Parties desire to amend certain provisions of the Employment
Agreement as provided herein;
NOW, THEREFORE, in consideration for the mutual promises and agreements set
forth herein and other good and valuable consideration, the adequacy of which is
hereby confirmed, the parties to this Amendment hereby agree that the Employment
Agreement is amended as follows:
1. GROSS-UP LOAN-IN POOL. Paragraph 5(c) of the Employment Agreement
is hereby deleted and replaced in its entirety with the following:
(c) In connection with all future private placements of equity
securities of the Company, the Company shall offer to Executive the right to
purchase shares of such equity securities, at the price and on other terms
offered for sale by the Company as set forth in this Subsection 5(c):
(i) If the securities sold include common stock of the Company or
securities convertible into or otherwise giving the holder the right to acquire
common stock of the Company ("Common Equity Securities"), the number of Common
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Equity Securities Executive is entitled to purchase shall be the number
necessary to cause the percentage of the total common stock of the Company on a
fully-diluted basis owned by Executive after such private placement to equal the
percentage owned by Executive before such private placement; provided, that if
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the Company offers Common Equity Securities for sale only in connection with its
offer of other securities of the Company, Executive must also purchase such
other securities in the same proportion to the Common Equity Securities as other
purchasers in the private placement are required to purchase;
(ii) If the securities sold include voting stock of the Company or
securities convertible into or otherwise giving the holder the right to acquire
voting stock of the Company ("Voting Securities"), the number of Voting
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Securities Executive is entitled to purchase shall be the number necessary to
cause the percentage of the total voting stock of the Company on a fully-diluted
basis owned by Executive after such private placement to equal the percentage
owned by Executive before such private placement; provided, that if the Company
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offers Voting Securities for sale only in connection with its offer of other
securities of the Company, Executive must also purchase such other securities in
the same proportion to the Voting Securities as other purchasers in the private
placement are required to purchase;
(iii) If the securities sold include neither Common Equity Securities
nor Voting Securities, the percentage of the total of such securities sold which
Executive shall be entitled to purchase shall equal the percentage of all equity
securities of the Company owned by Executive prior to the private placement
(based on the aggregate fully diluted percentage of equity securities of the
Company owned by Executive);
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(iv) The Company shall make loans to Executive for the purpose of
acquiring securities as provided in this Subsection 5(c) on substantially the
same terms as the loan most recently made by the Company to Executive for
previous purchases of the Company's securities by Executive, except that the
Company shall not be obligated, under any circumstances, to loan Executive, in
the aggregate, an amount greater than $368,711.88;
(v) The maximum aggregate amount of securities of the Company that
Executive shall be entitled to purchase under this Subsection 5(c) (determined
by the purchase price paid by Executive for such securities) shall equal the
aggregate amount of loans the Company is required to make to Executive pursuant
to Paragraph 5(c)(iv) above.
2. FORCED RELOCATION. Paragraph 5(e) of the Employment Agreement is
hereby deleted in its entirety. The following Clause (d) is hereby added to the
list of events the occurrence of which (either alone or in conjunction with any
other event constituting a Constructive Termination) shall constitute a
Constructive Termination under the definition thereof set forth at the end of
Paragraph (6) of the Employment Agreement:
(d) Executive is required by the Company to permanently relocated his
primary residence for purposes of this Agreement and in connection therewith
Executive decides to move his family to such residence.
3. CHANGE-IN-CONTROL.
(a) The following Clause (e) is hereby added to the list of events the
occurrence of which (either alone or in conjunction with any other event
constituting a Constructive Termination) shall constitute a Constructive
Termination under the definition thereof set forth at the end of Paragraph (6)
of the Employment Agreement:
(e) Solely for purposes of any other contract or agreement referencing
or incorporating this definition (including without limitation, that certain
Amended & Restated Executive Stock Purchase Agreement dated as of March 7, 2000,
by and between Ranger Aerospace Corporation and Executive) but not for purposes
of this Employment Agreement, a Change-in-Control as defined in Section (6A) of
this Employment Agreement.
(b) The following paragraph (6A) is hereby added to the Employment
Agreement.
(6A) Change-in-Control. If Executive elects to terminate his
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employment 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 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
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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.
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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
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(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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4. CONFORMING AMENDMENT. Clause (c) of the definition of "Constructive
Termination" set forth in Section (6) of the Employment Agreement is hereby
deleted and replaced in its entirety with the following:
(c) The Company or any of its affiliates substantially breaches any
term of (i) this Agreement, (ii) the Amended and Restated Executive Stock
Agreement dated as of March 7, 2000 between Ranger Aerospace Corporation and
Executive, (iii) the Executive Stock Pledge Agreement dated April 2, 1998
between Ranger Aerospace Corporation and Executive, as amended, (iv) the Amended
& Restated Second Executive Stock Agreement dated August 31, 2000 between Ranger
Aerospace Corporation and Executive, (v) the Second Executive Stock Pledge
Agreement dated August 31, 2000 between Ranger Aerospace Corporation and
Executive, (vi) the Third Executive Stock Agreement dated August 31, 2000
between Ranger Aerospace Corporation and Executive, (vii) the Third Executive
Stock Pledge Agreement dated August 31, 2000 between Ranger Aerospace
Corporation and Executive, (viii) the Nonqualified Stock Option Agreement dated
March 7, 2000, as amended, between Ranger Aerospace Corporation and Executive,
(ix) the Ranger Aerospace Corporation Securityholders Agreement dated April 1,
1998, as amended, or (x) 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.
5. NO OTHER AMENDMENTS. Except as explicitly amended by this
Amendment, the Employment Agreement shall remain in full force and effect and
unamended.
6. APPLICABLE LAW. This Amendment shall be controlled, construed and
governed 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.
7. SEVERABILITY. If any paragraph, clause or provision of this
Amendment 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 Amendment shall not be thereby affected.
8. CAPTIONS. The captions of the various paragraphs are solely for the
convenience of the parties hereto and shall not control or affect the meaning or
construction of this Amendment.
9. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall constitute an original but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed and sealed this
Amendment No. 1 to Amended & Restated Employment Agreement the day and year
first above written.
AIRCRAFT SERVICES INTERNATIONAL
GROUP, INC.
By: ___________________________________
George Schwartz, Chairman of the Board
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STEPHEN D. TOWNES
Agreed and Accepted:
JOHN HANCOCK MUTUAL LIFE
INSURANCE COMPANY
By: __________________________
Name: ________________________
Title: _________________________
CIBC WOOD GUNDY VENTURES, INC.
By: __________________________
Name: ________________________
Title: _________________________
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