22
EXHIBIT 10.7
AMENDED AND RESTATED
AIRCRAFT SERVICES INTERNATIONAL GROUP, INC.
EMPLOYMENT AGREEMENT
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THIS AMENDMENT (this "Amendment") to the Aircraft Services International
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Group, Inc. Employment Agreement by and between Aircraft Services International
Group, Inc., a Delaware corporation, (the "Company") and Stephen D. Townes
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("Executive") is made as of March 7, 2000.
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WHEREAS, the Parties desire to amend certain provisions of the Aircraft
Services International Group, Inc. Employment Agreement, dated as of April 2,
1998 (the "Employment Agreement").
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NOW, THEREFORE, the parties to this Amendment hereby agree that the Employment
Agreement is amended and restated to read as follows:
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of
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April 2, 1998, by and among STEPHEN D. TOWNES ("Executive"), and AIRCRAFT
SERVICES INTERNATIONAL GROUP, INC., a Delaware corporation (the "Company").
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:
Employment. The Company hereby employs Executive and Executive hereby
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accepts such employment upon the terms and conditions set forth herein.
Term. The initial term of this Agreement shall run from April 1, 1998
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until March 31, 2003 (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.
Executive's Position and Duties. Executive shall (a) serve as President and
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Chief Executive Officer of both the Company and its stockholder. Ranger
Aerospace Corporation ("Ranger"), during the Employment Period, (b) render such
administrative, sales, marketing 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 directions
<PAGE>
from the Board. 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.
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.
Compensation. For all services rendered by Executive under this Agreement,
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compensation shall be paid to Executive as follows:
(a) Executive shall be paid a minimum base salary of $275,000 per year,
beginning April 1, 1998 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) In addition to Executive's base salary, the Board 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.
(c) In connection with 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 pro rata (based on the aggregate fully diluted percentage of
equity securities of the Company owned by Executive) up to an amount equal to
the product determined below in this paragraph (c) and in connection therewith,
the Company shall make additional loans to Executive for the purpose of
acquiring such equity, except that the Company shall not be obligated, under any
circumstances, to loan Executive, in the aggregate, an amount greater than an
amount equal to the product of (i) $1,500,000 multiplied by (ii) a fraction, the
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numerator of which is the aggregate number of fully vested shares of Common
Stock held by Executive and his Family Group (as defined in the Securityholders
Agreement dated as of the date hereof) and the denominator of which is the
aggregate number of fully vested shares of Common Stock held by George Schwartz,
George W. Watts, and Executive and their Family Groups on such date.
(d) At any time prior to a Qualified Public Offering (as that term is
defined in the SecurityHolders Agreement of even date herewith), in the event
the Company offers common equity securities for sale to any of John Hancock
Mutual Life Insurance Company, CIBC Wood Gundy Ventures, Inc., Gregory Engles or
Randolph Street Partners II or any affiliate of the foregoing (each an
"Investor" and collectively, the "Investors"), at a price per share below the
<PAGE>
price per share paid by the Investors for common equity securities purchased
under the Securities Purchase Agreement dated April 1, 1998, Executive shall
have the right to purchase for cash at the same price and on the same terms his
pro rata share (based on the percentage of the total common equity securities of
the Company held by the Executive or his Family Group (as defined in the
Securityholders Agreement dated April 1, 1998) of the securities offered by the
Company; provided that if the Company offers common equity securities for sale
only in connection with its offer of other securities of the Company, Executive
must also purchase his pro rata share of such other securities.
(e) If Executive is required by the Company to permanently relocate his
primary residence for purposes of this Agreement and in connection therewith
Executive decides to move his family to such residence, the Company shall
compensate Executive by (i) reimbursing Executive for all costs and expenses
associated with such relocation, (ii) increasing Executive's annual salary by
$75,000 commencing on the date such relocation is complete, and (iii) granting
to Executive additional options to purchase the common stock of the Company
representing 3/8% of the then outstanding common stock of the Company which
options shall be fully vested and immediately exercisable, have an exercise
price of $100 per share and otherwise have the same terms and conditions as the
Ranger Nonqualified Stock Option Agreement between the Executive and Ranger
dated March 7, 2000.
Severance Compensation. Upon termination of Executive's employment by the
-----------------------
Company prior to the expiration of the Employment Period other than (a) for
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 twenty-four (24) 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 twenty-four (24) monthly
installments commencing thirty (30) business days after the date of termination
of Executive's employment with the Company; provided that such severance
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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. A Constructive Termination shall be deemed to have
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 President and Chief Executive 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 March 7, 2000
between Ranger Aerospace Corporation and Executive, (iii) the Nonqualified Stock
Option Agreement dated March 7, 2000 between Ranger Aerospace Corporation and
<PAGE>
Executive, (iv) the Amended and Restated Executive Stock Agreement dated as of
March 7, 2000 between Ranger Aerospace Corporation and Executive, (v) the
Executive Stock Pledge Agreement dated April 2, 1998 between Ranger Aerospace
Corporation and Executive, as amended, (vi) the Ranger Aerospace Corporation
Securityholders Agreement dated April 1, 1998, as amended or (vi) any amendment
or successor to any of the foregoing agreements, which breach is not cured
within fifteen (45) 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.
Withholding. All payments of compensation paid to Executive under this
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Agreement shall be reduced by applicable federal, state and local withholding
taxes.
Additional Benefits. During the Employment Period, Executive shall be
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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).
Working Facilities. The Company will furnish Executive with an office,
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technical and secretarial assistance and other facilities and services suitable
to his position of President and Chief Executive Officer and fully adequate for
the performance of his duties.
Expenses. As a condition of his employment, Executive is required to incur
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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.
Vacations and Holidays. Executive shall be entitled each calendar year (or
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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
not be carried over to the succeeding calendar year, nor may Executive 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.
Leaves of Absence. Executive will be granted leaves of absence with full
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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
<PAGE>
activities. Executive shall accrue all of such days for calendar year 1998 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.
Sick Leave. Executive shall be entitled to ten (10) days of sick leave with
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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 1998 on the effective date of this Agreement and thereafter on the
first day of each calendar year.
Confidentiality. Executive understands and agrees that the nature of the
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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.
Non-Competition and Non-Solicitation Covenant. During the Employment
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Period and for a period of eighteen (18) months after Executive's employment
with the Company terminates for any reason, 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
<PAGE>
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 a period of eighteen (18) months after the Employee's employment
terminates with the Company for any reason, 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.
Termination. Notwithstanding anything herein contained to the contrary.
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Executive's employment and this Agreement may be terminated by either Executive
or the Company at any time and for any reason.
(1) Cause. For purposes of this Agreement "Cause" shall mean (i)
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Executive's theft or embezzlement, or attempted theft or embezzlement, of money
or property of the Company or any of its subsidiaries, Executive's perpetration
or attempted perpetration of fraud, or Executive's participation in a fraud or
attempted fraud, on the Company or any of its subsidiaries or Executive's
unauthorized appropriation of, or Executive's attempt to misap-propriate, any
substantial tangible or intangible assets or property of the Company or any of
its subsidiaries, (ii) Executive's conviction of any criminal felony involving
the Company or any of its subsidiaries, or (iii) Executive's willful failure to
substantially follow any reasonable instructions of the Board and/or other
<PAGE>
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 Executive's employment with the Company for
Cause. Should the Company and you be unable to agree on whether or not the
Executive's conduct, acts or omissions constitute Cause within thirty (30)
business days after Executive's employment with the Company has been terminated,
the controversy as to whether Executive's 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.
(2) 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.
(3) 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.
(4) 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.
(5) 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
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.
Survival. Notwithstanding anything to the contrary in this Agreement, the
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only provisions of this Agreement which survive expiration of the Employment
Period (and any subsequent renewal thereof) pursuant to Paragraph 2 are
<PAGE>
Paragraphs 14, 15, 18, 19, 20, 21, 22, 23, 25, 26, 27, 29 and 31 hereof.
(6) 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.
8240 NW 52 Terrace, #200
Miami, FL 33 166-7766
Telephone: (305) 597-1600
Facsimile: (305) 592-7864
<PAGE>
With copies to:
CIBC Wood Gundy Ventures. Inc.
425 Lexington Avenue, 3rd Floor
New York, NY 10017
Telephone: (212) 885-4400
Facsimile: (212) 885-4493
Attention: Jay Levine
William S. Kirsch, P.C.
Kirkland & Ellis
200 East Randolph Drive
Chicago. IL 60601
Telephone: (312) 861-2000
Facsimile: (312) 861-2200
To Executive:
Stephen D. Townes
318 Scarborough Drive
Greer, SC 29650
Telephone: (864) 848-2760
Facsimile: (864) 848-2759
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.
Situs. This Agreement shall be controlled, construed and governed under
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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.
Amendment. This Agreement may not be amended changed, altered or modified
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except by a writing signed by Executive and the Company.
Severability. If any Paragraph, clause or provision of this Agreement is
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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.
Entire Agreement. This Agreement sets forth all of the promises,
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covenants, agreements, conditions and understandings between the parties hereto
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with respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements, understandings, inducement or conditions, express or
<PAGE>
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.
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.
Specific Performance. If a party to this Agreement fails to comply with
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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 part shall be entitled to equitable relief including, without
limitation, the right to specific performance of the terms and conditions of
this Agreement.
Counterparts. This Agreement may be executed in one or more counterparts,
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each of which shall constitute an original Agreement but all of which together
shall constitute one and the same instrument.
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.
* * * * *
<PAGE>
IN WITNESS WHEREOF, by its duly authorized officer, has executed and sealed
this Agreement the day and year first above written.
AIRCRAFT SERVICES INTERNATIONAL GROUP, INC.
By:_____________________________________________
Its:
_
___________________________________________
_______________________________________________
Stephen D. Townes
<PAGE>
33
AMENDED AND RESTATED
AIRCRAFT SERVICES INTERNATIONAL GROUP, INC.
EMPLOYMENT AGREEMENT
---------- ---------
THIS AMENDMENT (this "Amendment") to the Aircraft Services International
---------
Group, Inc. Employment Agreement by and between Aircraft Services International
Group, Inc., a Delaware corporation, (the "Company") and Stephen D. Townes
-------
("Executive") is made as of March 7, 2000.
------
WHEREAS, the Parties desire to amend certain provisions of the Aircraft
Services International Group, Inc. Employment Agreement, dated as of April 2,
1998 (the "Employment Agreement").
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NOW, THEREFORE, the parties to this Amendment hereby agree that the
Employment Agreement is amended and restated to read as follows:
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of
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April 2, 1998, by and among STEPHEN D. TOWNES ("Executive"), and AIRCRAFT
SERVICES INTERNATIONAL GROUP, INC., a Delaware corporation (the "Company").
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:
Employment. The Company hereby employs Executive and Executive hereby
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accepts such employment upon the terms and conditions set forth herein.
Term. The initial term of this Agreement shall run from April 1, 1998
----
until March 31, 2003 (the "Employment Period") unless further extended or sooner
-----------------
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.
<PAGE>
Executive's Position and Duties. Executive shall (a) serve as President and
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Chief Executive Officer of both the Company and its stockholder. Ranger
Aerospace Corporation ("Ranger"), during the Employment Period, (b) render such
administrative, sales, marketing 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 directions
from the Board. 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.
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.
Compensation. For all services rendered by Executive under this Agreement,
------------
compensation shall be paid to Executive as follows:
(a) Executive shall be paid a minimum base salary of $275,000 per year,
beginning April 1, 1998 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) In addition to Executive's base salary, the Board 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.
(c) In connection with 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 pro rata (based on the aggregate fully diluted percentage of
equity securities of the Company owned by Executive) up to an amount equal to
the product determined below in this paragraph (c) and in connection therewith,
the Company shall make additional loans to Executive for the purpose of
acquiring such equity, except that the Company shall not be obligated, under any
circumstances, to loan Executive, in the aggregate, an amount greater than an
amount equal to the product of (i) $1,500,000 multiplied by (ii) a fraction, the
----------
numerator of which is the aggregate number of fully vested shares of Common
Stock held by Executive and his Family Group (as defined in the Securityholders
Agreement dated as of the date hereof) and the denominator of which is the
aggregate number of fully vested shares of Common Stock held by George Schwartz,
George W. Watts, and Executive and their Family Groups on such date.
<PAGE>
(d) At any time prior to a Qualified Public Offering (as that term is
defined in the SecurityHolders Agreement of even date herewith), in the event
the Company offers common equity securities for sale to any of John Hancock
Mutual Life Insurance Company, CIBC Wood Gundy Ventures, Inc., Gregory Engles or
Randolph Street Partners II or any affiliate of the foregoing (each an
"Investor" and collectively, the "Investors"), at a price per share below the
price per share paid by the Investors for common equity securities purchased
under the Securities Purchase Agreement dated April 1, 1998, Executive shall
have the right to purchase for cash at the same price and on the same terms his
pro rata share (based on the percentage of the total common equity securities of
the Company held by the Executive or his Family Group (as defined in the
Securityholders Agreement dated April 1, 1998) of the securities offered by the
Company; provided that if the Company offers common equity securities for sale
only in connection with its offer of other securities of the Company, Executive
must also purchase his pro rata share of such other securities.
(e) If Executive is required by the Company to permanently relocate his
primary residence for purposes of this Agreement and in connection therewith
Executive decides to move his family to such residence, the Company shall
compensate Executive by (i) reimbursing Executive for all costs and expenses
associated with such relocation, (ii) increasing Executive's annual salary by
$75,000 commencing on the date such relocation is complete, and (iii) granting
to Executive additional options to purchase the common stock of the Company
representing 3/8% of the then outstanding common stock of the Company which
options shall be fully vested and immediately exercisable, have an exercise
price of $100 per share and otherwise have the same terms and conditions as the
Ranger Nonqualified Stock Option Agreement between the Executive and Ranger
dated March 7, 2000.
Severance Compensation. Upon termination of Executive's employment by the
-----------------------
Company prior to the expiration of the Employment Period other than (a) for
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 twenty-four (24) 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 twenty-four (24) monthly
installments commencing thirty (30) business days after the date of termination
of Executive's employment with the Company; provided that such 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. A Constructive Termination shall be deemed to have
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;
<PAGE>
(b) The Company assigns to Executive any duties inconsistent with his
duties or responsibilities as President and Chief Executive 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 March 7, 2000
between Ranger Aerospace Corporation and Executive, (iii) the Nonqualified Stock
Option Agreement dated March 7, 2000 between Ranger Aerospace Corporation and
Executive, (iv) the Amended and Restated Executive Stock Agreement dated as of
March 7, 2000 between Ranger Aerospace Corporation and Executive, (v) the
Executive Stock Pledge Agreement dated April 2, 1998 between Ranger Aerospace
Corporation and Executive, as amended, (vi) the Ranger Aerospace Corporation
Securityholders Agreement dated April 1, 1998, as amended or (vi) any amendment
or successor to any of the foregoing agreements, which breach is not cured
within fifteen (45) 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.
Withholding. All payments of compensation paid to Executive under this
-----------
Agreement shall be reduced by applicable federal, state and local withholding
taxes.
Additional Benefits. During the Employment Period, Executive shall 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).
Working Facilities. The Company will furnish Executive with an office,
-------------------
technical and secretarial assistance and other facilities and services suitable
to his position of President and Chief Executive Officer and fully adequate for
the performance of his duties.
Expenses. As a condition of his employment, Executive is required 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.
Vacations and Holidays. Executive shall be entitled each calendar 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
not be carried over to the succeeding calendar year, nor may Executive 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.
<PAGE>
Leaves of Absence. Executive will be granted leaves of absence 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 1998 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.
Sick Leave. Executive shall be entitled to ten (10) days of sick 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 1998 on the effective date of this Agreement and thereafter on the
first day of each calendar year.
Confidentiality. Executive understands and agrees that the nature 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.
Non-Competition and Non-Solicitation Covenant. During the Employment
------------------------------------------------
Period and for a period of eighteen (18) months after Executive's employment
with the Company terminates for any reason, 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
<PAGE>
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 a period of eighteen (18) months after the Employee's employment
terminates with the Company for any reason, 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.
Termination. Notwithstanding anything herein contained to the contrary.
-----------
Executive's employment and this Agreement may be terminated by either Executive
or the Company at any time and for any reason.
(7) Cause. For purposes of this Agreement "Cause" shall mean (i)
-----
Executive's theft or embezzlement, or attempted theft or embezzlement, of money
or property of the Company or any of its subsidiaries, Executive's perpetration
or attempted perpetration of fraud, or Executive's participation in a fraud or
attempted fraud, on the Company or any of its subsidiaries or Executive's
unauthorized appropriation of, or Executive's attempt to misap-propriate, any
substantial tangible or intangible assets or property of the Company or any of
its subsidiaries, (ii) Executive's conviction of any criminal felony involving
<PAGE>
the Company or any of its subsidiaries, or (iii) Executive's 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 Executive's employment with the Company for
Cause. Should the Company and you be unable to agree on whether or not the
Executive's conduct, acts or omissions constitute Cause within thirty (30)
business days after Executive's employment with the Company has been terminated,
the controversy as to whether Executive's 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.
(8) Executive's Representations. Executive hereby represents and
----------------------------
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.
(9) Arbitration. Any dispute or controversy arising under or in
-----------
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.
(10) Binding Effect. Except as provided in Paragraph (25) below, this
---------------
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.
(11) Application to Subsidiaries. The promises and covenants made by
-----------------------------
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
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.
Survival. Notwithstanding anything to the contrary in this 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.
<PAGE>
(12) Notice. Any notice required or permitted to be given under this
------
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.
8240 NW 52 Terrace, #200
Miami, FL 33 166-7766
Telephone: (305) 597-1600
Facsimile: (305) 592-7864
<PAGE>
With copies to:
CIBC Wood Gundy Ventures. Inc.
425 Lexington Avenue, 3rd Floor
New York, NY 10017
Telephone: (212) 885-4400
Facsimile: (212) 885-4493
Attention: Jay Levine
William S. Kirsch, P.C.
Kirkland & Ellis
200 East Randolph Drive
Chicago. IL 60601
Telephone: (312) 861-2000
Facsimile: (312) 861-2200
To Executive:
Stephen D. Townes
318 Scarborough Drive
Greer, SC 29650
Telephone: (864) 848-2760
Facsimile: (864) 848-2759
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.
Situs. This Agreement 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.
Amendment. This Agreement may not be amended changed, altered or modified
---------
except by a writing signed by Executive and the Company.
Severability. If any Paragraph, clause or provision of this Agreement 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.
<PAGE>
Entire Agreement. This Agreement sets forth all of the promises,
-----------------
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.
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 Agreement.
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 part shall be entitled to equitable relief including, without
limitation, the right to specific performance of the terms and conditions of
this Agreement.
Counterparts. This Agreement may be executed in one or more counterparts,
------------
each of which shall constitute an original Agreement but all of which together
shall constitute one and the same instrument.
Non-Assignable. This Agreement is personal to Executive and he may not
---------------
assign this Agreement. Any attempted assignment shall be null and void.
* * * * *
<PAGE>
IN WITNESS WHEREOF, by its duly authorized officer, has executed and sealed
this Agreement the day and year first above written.
AIRCRAFT SERVICES INTERNATIONAL GROUP, INC.
By:_____________________________________________
Its:
_
___________________________________________
_______________________________________________
Stephen D. Townes
<PAGE>
