SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-K/A
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the year ended June 30, 1996 Commission File Number: 1-373
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RHI HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 34-1545939
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Washington Dulles International Airport
300 West Service Road, P.O. Box 10803
Chantilly, Virginia 20153
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(Address of principal executive offices) (Zip Code)
(703) 478-5800
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(Registrant's Telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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11 7/8% Senior Subordinated Debentures Due 1999 New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
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<PAGE>
AMENDMENT
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The primary purpose of this Amendment is to provide an Exhibit listing
which incorporates by reference the December 31, 1996 Form 10-K recently
filed by Shared Technologies Fairchild Inc., who has a fiscal year which
differs from the Registrant's. (See new Exbigit 99(c)). The Registrant
holds a significant equity investment interest in Shared Technologies
Fairchild Inc. Other minor modifications to Exhibit 10(a)(xi), Exhibit
10(a)(xii), Exhibit 10(a)(h) and Exhibit 10(a)(i) have been made. The full
exhibit index is being provided.
ITEM 14. EXHIBITS:
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3. Articles of Incorporation and By-Laws, as amended.
4(a) Indenture between Rexnord Acquisition Corp ("RAC") and Irving
Trust Company dated as of March 2, 1987, pursuant to which RAC's
Senior Subordinated Debentures due 1990 (the "Rexnord Senior
Debentures") were issued (the "Rexnord Senior Indenture"), and
specimen of Rexnord Senior Debenture (incorporated by reference
from the 1987 10-K).
4(b) First Supplemental Indenture between Rexnord Inc. ("Rexnord")
(as successor to RAC) and Irving Trust Company dated as of July
1, 1987, to the Rexnord Senior Indenture (incorporated by
reference to Registration Statement No. 33-15359 on Form S-2).
4(c) Second Supplemental Indenture between Rexnord Holdings, Inc.,
now known as RHI Holdings, Inc. ("RHI") (as successor to Rexnord)
and Irving Trust Company dated as of August 16, 1988, to the
Rexnord Senior Indenture (incorporated by reference to the 1988
10-K).
4(d) Securities Purchase Agreement dated as of March 2, 1987, by and
among Registrant, RAC and each of the Purchasers of the Senior
Subordinated Debentures and other securities (incorporated by
reference from Exhibit 4(k) of the Registration Statement on Form
S-2 of Banner Industries, Inc. filed with the Securities and
Exchange Commission on June 26, 1987 (No. 33-15359)).
4(e) Registration Rights Agreement dated as of March 2, 1987 by and
among Registrant, RAC and each of the Purchasers of the Senior
Subordinated Debentures and other securities (incorporated by
reference to Exhibit 4(d) of Report on Form 8-K of Banner
Industries, Inc., filed with the Securities and Exchange
Commission on March 17, 1987).
4(f) Indenture between Rex-PT, Inc. ("Rex-PT") and Irving Trust
Company dated as of August 15, 1988, pursuant to which Rex-PT
Senior Subordinated Notes due 1988 ("Rex-PT Notes") were issued,
and specimen of Rex-PT Note (incorporated by reference from
Registrant's Report on Form 8-K dated August 16, 1988).
4(g) Indenture between Rexnord and First Wisconsin Trust Company
dated as of June 1, 1983 (The "Rexnord Indenture"), First
Supplemental Indenture between Rexnord and First Wisconsin
Trust Company dated as of October 1, 1984, to the Rexnord
Indenture, pursuant to which Rexnord's Debentures due 1994
(the "Rexnord Debentures") were issued, and specimen of
Rexnord Debenture (incorporated by reference to Form 8-A of
Rexnord dated October 3, 1984).
4(h) Second Supplemental Indenture among Rexnord, RHI and First
Wisconsin Trust Company dated as of August 16, 1988, to
the Rexnord Indenture (incorporated by reference to the 1988
10-K).
4(i) Indenture dated as of November 1, 1982, between Fairchild
Industries, Inc. ("Fairchild") and Continental Illinois National
Bank and Trust Company of Chicago, pursuant to which certain debt
securities of Fairchild were issued (incorporated by reference to
Registration Statement No. 2-80009 on Form S-3).
4(j) Indenture dated as of January 1, 1978, between Fairchild and
Bankers Trust Company, pursuant to which Fairchild's 9-3/4%
Subordinated Debentures due April 1, 1988 were issued
(incorporated by reference to Registration Statement No. 2-60451
on Form S-7).
10(a) Restated and Amended Credit Agreement dated as of July 27, 1992
(incorporated by reference in the 1993 10-K).
10(a)(i) Amendment No. 1 dated as of June 30, 1993 to Restated and
Amended Credit Agreement dated as of July 27, 1992 (incorporated
by reference in the 1993 10-K).
10(a)(ii) Amendment No. 2, dated as of October 1, 1993, to Restated and
Amended Credit Agreement dated as of July 27, 1992 (incorporated
by reference in the 1994 10-K).
10(a)(iii) Amendment No. 3, dated as of December 23, 1993, to Restated
and Amended Credit Agreement dated as of July 27, 1992
(incorporated by reference in the 1994 10-K).
10(a)(iv) Amendment No. 4, dated as of March 31, 1994, to Restated
and Amended Credit Agreement dated as of July 27, 1992
(incorporated by reference in the 1994 10-K).
10(a)(v) Amendment No. 5, dated as of July 29, 1994, Restated and
Amended Credit Agreement dated as of July 27, 1992
(incorporated by reference in the 1995 10-K).
10(a)(vi) Amendment No. 6, dated as of October 15, 1994, to Restated and
Amended Credit Agreement dated as of July 27, 1992
(incorporated by reference in the 1995 10-K).
10(a)(vii) Amendment No. 7, dated as of January 18, 1995, to Restated and
Amended Credit Agreement dated as of July 27, 1992
(incorporated by reference in the 1995 10-K).
10(a)(viii)Amendment No. 8, dated as of February 15, 1995, to Restated and
Amended Credit Agreement dated as of July 27, 1992
(incorporated by reference in the 1995 10-K).
10(a)(ix) Amendment No. 9, dated as of May 25, 1995, to Restated and
Amended Credit Agreement dated as of July 27, 1992
(incorporated by reference in the 1995 10-K).
10(a)(x) Amendment No. 10, dated as of June 30, 1995, to Restated and
Amended Credit Agreement dated as of July 27, 1992
(incorporated by reference in the 1995 10-K).
10(a)(xi) Amendment No. 11, dated as of September 6, 1995, to Restated and
Amended Credit Agreement dated as of July 27, 1992.
10(a)(xii) Amendment No. 12, dated as of January 22, 1996, to Restated and
Amended Credit Agreement dated as of July 27, 1992.
10(b) Share Purchase Agreement dated January 13, 1989, between
Textron, Inc. and Registrant regarding sale to Textron Inc. of
all shares of Avdel PLC held by Registrant or Rexnord Holdings
(U.K.) PLC (incorporated by reference to the 1989 10-K).
10(c) Form of Agreement among Registrant, Transcontinental Services
Group, N.V., Jeffrey J. Steiner, Nathaniel de Rothschild, Robert
P. Burrow and Daniel Lebard (incorporated by reference to
Schedule 13D of Transcontinental Services Group N.V. dated
January 28, 1988).
10(d) Securities Purchase Agreement dated as of August 15, 1988, by
and among Registrant, Rex-PT, Inc. ("Rex-PT"), Rex-PT Holdings
Inc. ("Rex-PT Holdings") and certain Purchasers, including (i) as
Exhibit 2, Debt Registration Rights Agreement dated as of August
15, 1988, by and among Rex-PT and certain Purchasers, (ii) as
Exhibit 3, Common Stock Registration Rights Agreement dated as of
August 16, 1988, by and among Rex-PT Holdings and certain
Purchasers, and (iii) as Exhibit 4, Stockholders' Agreement dated
as of August 16, 1988, by and among Registrant, Rex-PT Holdings,
RHI and certain holders of Rex-PT Holdings common stock
(incorporated by reference to the August 16, 1988 8-K).
10(e) Form of Securities Purchase Agreement among Rex-PT Holdings,
Rex-PT, Registrant and Rex-PT Investors Inc. ("Rex-PT Investors")
(incorporated by reference to Registrant's Current Report on Form
8-K dated September 29, 1988 (the "September 29, 1988 8-K")).
10(f) Form of Agreement of Merger between Rex-PT Holdings and Rex-PT
Investors (incorporated by reference to the September 29, 1988
8-K).
10(g) Form of Securities Purchase Agreement among Rex-PT Investors,
Rex-PT Holdings, Rex-PT, Registrant and certain purchasers
(incorporated by reference to the September 29, 1988 8-K).
10(h) Form of Stockholders' Agreement among Rex-PT Holdings,
Registrant, RHI and Rex-PT Investors (incorporated by reference
to
the September 29, 1988 8-K).
10(i) Form of Voting Trust Agreement among certain holders of Rex-PT
Holdings common stock (incorporated by reference to the September
29, 1988 8-K).
10(j) Form of Amended and Restated Common Stock Registration Rights
Agreement among Rex-PT Holdings and certain purchasers
(incorporated by reference to the September 29, 1988 8-K).
10(k) Form of Common Stock Registration Rights Agreement between
Rex-PT Holdings and Rex-PT Investors (incorporated by reference
to the September 29, 1988 8-K).
10(l) Form of Common Stock Registration Rights Agreement between
Rex-PT Holdings and RHI (incorporated by reference to the
September 29, 1988 8-K).
10(m) Form of Registration Rights Agreement between Rex-PT Holdings,
RHI and certain purchasers (incorporated by reference to the
September 29, 1988 8-K).
10(n) Form of Registration Rights Agreement between Rex-PT Holdings,
RHI and certain purchasers (incorporated by reference to the
September 29, 1988 8-K).
10(o) Form of Amended and Restated Stockholders' Agreement between
Rex-PT Holdings, Registrant, RHI and certain investors
(incorporated by reference to the September 29, 1988
8-K).
10(p) Share Purchase Agreement dated October 4, 1988, by and between
Rexnord Holdings, Registrant, ChemRex Inc. and SKW Alloys, Inc.,
ABM Investments Ltd., SKW Bauchemie GmbH and SKW Trostberg Ag
(incorporated by reference to Registrant's Current Report on Form
8-K dated November 15, 1988 (the "November 15, 1988 8-K")).
10(q) Asset Purchase Agreement dated November 15, 1988, by and among
RHI, ChemRex Inc. and J.W. Brett, Inc. (incorporated
by reference to the September 29, 1988 8-K).
10(r) Asset Purchase Agreement dated as of December 16, 1988, between
RHI and Ilium Industries, Inc. (the "Ilium Agreement"); Amendment
to the Ilium Agreement dated as of February 21, 1989; and Second
Amendment to the Ilium Agreement dated as of March 15, 1989)
(incorporated by reference to Registrant's Current Report on Form
8-K dated March 17, 1989).
10(s) Agreement and Plan of Merger dated as of May 7, 1989, among
Registrant, Specialty Fastener Holdings, Inc. and Fairchild, and
Amendment thereto dated May 12, 1989 (incorporated by reference
to Registrant's Current Report on Form 8-K dated June 19, 1989).
10(t) Assets Purchase Agreement dated May 31, 1989, among Matra S.A.,
AERO Acquisition Corp., Registrant and Fairchild Acquisition
Corp. ("FAC") (incorporated by reference to Exhibit (a)(10) to
Amendment No. 2 to Tender Offer Statement on schedule 14D-1 and
Schedule 13D of Registrant and FAC, dated May 31, 1989).
10(u) Agreement dated as of June 28, 1992, between Banner Investments,
Inc. and Registrant (incorporated by reference to 1992 10-K).
10(v) Agreement dated as of June 26, 1993, between Banner Investments,
Inc. and Registrant (incorporated by reference to 1993 10-K).
10(w) Exchange and Standstill Agreement dated July 19, 1993, among The
Fairchild Corporation, Registrant, RHI and Rex-PT Holdings, Inc.
(incorporated by reference to 1993 10-K).
10(x) Registration Rights Agreement dated July 9, 1993 between
Rexnord Corporation and RHI (incorporated by reference to 1994
10-K).
10(y) Allocation Agreement dated April 13, 1993 by and among The
Fairchild Corporation, RHI, Rex-PT Holdings, Rexnord Corporation,
Rexnord Puerto Rico, Inc. and Rexnord
Canada Limited (incorporated by reference to 1993 10-K).
10(z) Trademark Purchase Agreement dated April 13, 1993 by and
between Rexnord Corporation and RHI (incorporated by reference
to 1993 10-K).
10(a)(a) Purchase Agreement by and between BTR Dunlop Holdings, Inc., The
Fairchild Corporation and Registrant dated as of December 2, 1993
(incorporated by reference to Registrant's Current Report on
Form 8-K dated December 23, 1993).
10(a)(b) Agreement and Plan of Merger dated as of November 9, 1995 by and
among The Fairchild Corporation, RHI, FII and Shared Technologies,
Inc. ("STI Merger Agreement") (incorporated by reference from the
Registrant's Form 8-K dated as of November 9, 1995).
10(a)(b)(i) Amendment No. 1 to STI Merger Agreement dated as of February 2,
1996 (incorporated by reference from the Registrant's Form 8-K
dated as of March 13, 1996).
10(a)(b)(ii) Amendment No. 2 to STI Merger Agreement dated as of February
23, 1996 (incorporated by reference from the Registrant's Form 8-K
dated as of March 13, 1996).
10(a)(b)(iii) Amendment No. 3 to STI Merger Agreement dated as of March 1,
1996 (incorporated by reference from the Registrant's Form 8-K
dated as of March 13, 1996).
10(a)(c) Asset Purchase Agreement dated as of January 23, 1996, between
The Fairchild Corporation, RHI and Cincinnati Milacron, Inc.
(incorporated by reference from the Registrant's Form 8-K dated
as of January 26, 1996).
10(a)(d) Credit Agreement dated as of March 13, 1996, among Fairchild
Holding Corporation ("FHC"), Citicorp USA, Inc. and certain
financial institutions.
10(a)(e) Restated and Amended Credit Agreement dated as of May 27, 1996,
(the "RHI Credit Agreement"), among RHI, Citicorp USA, Inc. and
certain financial institutions.
10(a)(e)(i) Amendment No. 1 dated as of July 29, 1996, to the RHI Credit
Agreement dated as of May 27, 1996.
10(a)(f) Restated and Amended Credit Agreement dated as of July 26, 1996,
(the "FHC Credit Agreement"), among FHC, Citicorp USA, Inc. and
certain financial institutions.
10(a)(g) Stock Exchange Agreement between The Fairchild Corporation and
Banner Aerospace, Inc. pursuant to which the Registrant exchanged
Harco, Inc. for shares of Banner Aerospace, Inc. (incorporated
by reference to the Banner Aerospace, Inc. Definitive Proxy
Statement dated and filed with the SEC on February 23, 1996
with respect to the Special Meeting of Shareholders of
Banner Aerospace, Inc. held on March 12, 1996).
*10(a)(h) Employment Agreement between RHI Holdings, Inc., and Jacques
Moskovic, dated as of December 29, 1994.
*10(a)(i) Employment Agreement between RHI Holdings, Inc., and Jacques
Moskovic, dated as of December 29, 1994.
21 List of subsidiaries of RHI Holdings, Inc.
27 Financial Data Schedules.
28(a) Form 11-K Annual Report of the Rexnord Savings and Investment
Plan for the year ended December 31, 1987 (incorporated by
reference to 1988 Form 10-K).
99(a) Registrant's press release, dated December 23, 1993
(incorporated by reference to Registrant's Current Report on
Form 8-K dated December 23, 1993).
99(b) Financial statements, related notes thereto, financial
statement schedules, and Auditors' Reports of Banner Aerospace,
Inc. for the fiscal year ended March 31, 1996 (incorporated by
reference to Banner Aerospace, Inc.'s Form 10-K for fiscal year
ended March 31, 1996).
99(c) Financial statements, related notes thereto and Auditors'
Report of Shared Technologies Fairchild Inc. for the fiscal
year ended December 31, 1996 (incorporated by reference to the
Shared Technologies Fairchild Inc. Form 10-K for fiscal year
ended December 31, 1996).
* Filed herewith
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
RHI HOLDINGS, INC.
Registrant
By: Colin M. Cohen
Vice President and
Chief Financial Officer
Date: May 13, 1997
EMPLOYMENT AGREEMENT WITH JACQUES S. MOSKOVIC
Parties:
RHI HOLDINGS, INC. ("RHI") and JACQUES S. MOSKOVIC. All references
to "you" shall mean Jacques S. Moskovic.
Position:
Your position will be President of Fairchild's Advanced Technologies
Division, reporting directly to the Chief Operating Officer of The Fairchild
Corporation ("Fairchild").
Compensation:
Your base salary ("base salary") will be at a rate not less than $100,000 per
year, payable bi-weekly in accordance with Fairchild's usual payroll policies.
Commencing as of July 1, 1994, but prorated from September 1, 1994
through June 30, 1995, you will be eligible to participate in Fairchild's
Executive Incentive Compensation Plan, and to receive additional
compensation ("incentive bonus") at a factor of 50% of your base salary, as
the same shall be established from time to time; provided, however, any
incentive bonus to which you may from time to time be or become entitled,
shall be computed as if your base salary were the greater of $190,000, or
$190,000 plus an amount equal to any increase in your actual base salary
on a dollar for dollar basis.
Your base salary will be reviewed annually by the Fairchild Compensation
and Stock Option Committee (the "Compensation Committee"), and
adjustments, if any, to your base salary will be at the discretion of the Board
of Directors.
Stock Options:
A recommendation shall be made to the Compensation Committee and to
Fairchild's board of Directors for an initial award to you of an option to
acquire up to 25,000 shares of Class A Common Stock of Fairchild, in
accordance with the 1986 Non-Qualified and Incentive Stock Option Plan of
Fairchild, as amended. This plan, provides, inter alia, for vesting of 25% of
the shares subject to the option, on the first anniversary of the award, and
for vesting of an additional 25% of the original number of shares subject to
the option, on each anniversary thereafter.
Automotive Allowance:
You will be eligible to participate in the Fairchild Executive Automobile
Ownership Plan at a reimbursement rate ($650 per month) equal to that of
other senior officers of Fairchild, other than the CEO.
Other Benefits:
You will be eligible to participate in all Fairchild employee benefit plans but
only to the extent that you do not receive comparable benefits under your
employment arrangement with Fairchild France. Fairchild employee benefits
include Fairchild's Group Health Insurance Plan, Fairchild's Pension Plan,
Fairchild's Long Term Disability Plan, and Fairchild's Savings Plan (401(k)),
and to receive Fairchild paid group life insurance (up to three times base
salary).
Physical Examination:
You will be entitled to go the Greenbriar Clinic for an annual physical
examination at Fairchild expense.
Vacation:
You will be entitled to four weeks vacation per year, in accordance with the
Fairchild vacation policy.
Change of Control:
As a senior office of Fairchild, you will be covered by a "Change in Control"
provision including the same "triggers", and at the same level as other
senior officers of Fairchild, other than the CEO. Any benefits available to
you under such provision shall be computed as if your base salary were the
greater of $190,000, or $190,000 plus an amount equal to any increase in
your actual base salary on a dollar for dollar basis.
Term:
The initial term of your employment shall commence as of September 1,
1994.
Termination:
If your employment shall be terminated for any reason other than Cause (as
defined below), you shall be entitled to receive as severance the standard
and customary severance package paid by Fairchild to senior officers
employed for a similar time period as you were employed by Fairchild.
Duties:
As President of Fairchild's Advanced Technologies Division, you shall
perform such reasonable duties with respect to Fairchild Convac GmbH, the
activities of Fairchild France in countries other than France, Compagnie
pour le Developpment Industrial ("CDI"), Fairchild's Advanced Technologies
Division and any current or future business ventures of Fairchild in the
semiconductor equipment industry or any other high technology enterprise
as you shall be directed to perform, by the Chief Operating Officer and the
Board of Directors. You acknowledge that your office will require your full-
time efforts and attention, and that you shall not, during the term of your
employment, engage in any other business activity, whether or not such
other business activity is for your own behalf or for any other person, firm,
corporation or other entity (together, a "Person") and whether or not such
other Person is in competition with Fairchild. Notwithstanding the foregoing,
you shall be allowed to manage and oversee passive investments in
noncompeting businesses, provided that such management and oversight
does not interfere with the performance of your duties for Fairchild.
Confidentiality:
You shall enter into a Confidentiality Agreement and an Agreement to
Assign to Fairchild inventions and designs, whether patentable or not,
conceived or improved by you during your employment by Fairchild or any
affiliate.
Non Competition:
You agree that for a period of 2 years after the expiration or termination of
your employment by RHI, you shall not, except with the prior written
consent of Fairchild, engage in, be employed by or in any way advise or act
for, or have any financial interest in any business that is a competitor of
Fairchild's Advanced Technologies Division or any of the companies within
such division, all as may be determined by the Board of Directors of
Fairchild. Notwithstanding the foregoing, if you purchase from Fairchild all
of Fairchild's interest in CDI under the terms of the Stock Repurchase
Agreement dated the date hereof, between Fairchild, you and certain
others, you may be employed by CDI so long as CDI does not compete
with any of the companies within the Fairchild Advanced Technologies
Division. Moreover, the ownership of 5% or less of the outstanding voting
or other securities of any corporation whose shares are listed on a
recognized stock exchange or traded in an over the counter market, even
though such corporation may be a competitor of Fairchild Advanced
Technologies Division or any of the companies within such division, shall
not be deemed as constituting a financial interest in such competitor.
Moreover, you agree that for a period of 2 years after the expiration of the
termination of your employment by RHI, you shall not take any action or
assist any successor employer or any other entity in recruiting any
employee who had worked for any company in the Fairchild Advanced
Technologies Division (a "Co-Worker") nor shall you in any way solicit, or
cause to be solicited any Co-Worker to leave the employment of Fairchild
or its Advanced Technologies Division. This includes (a) identifying to your
successor employer or such entity any Co-Worker who has special
knowledge concerning Fairchild's inventions, processes, methods,
suppliers, customers or confidential affairs or (b) commenting to your
successor employer or its agents or such other entity that the quantity of
work, quality of work, special knowledge or personal characteristics of any
Co-Worker. You also agree that you will not provide such information to
any prospective employer during an interview preceding possible
employment. You understand that establishing the precise amount of
damages for breach of this provision might be difficult. For that reason, you
agree that if you should be found to have breached this provision, for each
Co-Worker about whom you have provided information in violation of this
provision, liquidated damages for such violation shall be in the amount of
the annual salary of that Co-Worker at Fairchild. You understand that the
covenants contained in this paragraph shall be deemed to be a series of
separate covenants, one for each line of business for Fairchild Advanced
Technologies Division. You agree that the character, duration and
geographical scope of this covenant not to compete is reasonable in light
of the circumstances as they exist as of the date of this Agreement.
However, should a determination nonetheless be made by a court of
competent jurisdiction that the character, duration or geographical scope of
this covenant not to compete is unreasonable in light of the circumstances
as they then exist, then it is your intention and agreement that this covenant
not to compete shall be construed by the court in such a manner as to
impose only those restrictions on your conduct that are reasonable in light
of the circumstances as they then exist and necessary to insure Fairchild
the intended benefits of this covenant not to compete. If, in any judicial
proceeding, a court refuses to enforce all of the separate covenants
deemed included herein because, taken together they are more extensive
then necessary to insure Fairchild of the intended benefit of this covenant
not to compete, you understand and agree that those of such covenants
which, if eliminated, would permit the remaining separate covenants to be
enforced in such proceeding shall, for the purpose of such proceeding be
deemed eliminated from this section.
Cause:
Your employment may be terminated at any time for Cause, which shall
include (i) conduct, at any time, which has involved criminal dishonesty,
conviction of any felony, or conviction of any lesser crime or offense
involving the property of Fairchild, or any of its affiliates, significant
conflict of interest, serious impropriety, or breach of corporate duty,
misappropriation of any money or other assets or properties of Fairchild, or
that of its subsidiaries or affiliates, (ii) willful violation of specific
and lawful directions form the Fairchild's Chief Operating Officer or its
Board of Directors, failure or refusal to perform services customarily
performed by a person in your office, or as otherwise as specifically required
by agreement, or willful misconduct or gross negligence in connection with the
performance of your duties, (iii) chronic alcoholism or drug addiction, and
(iv) any other acts or conduct inconsistent with the standards of loyalty,
integrity or care reasonably required by Fairchild of its senior management.
Location:
You understand that your obligations under this employment arrangement
will require you to spend considerable time in Germany and the United
States. You agree to spend such time in Germany and the United States
as is necessary to fully and timely satisfy your duties and obligations as
President of Fairchild's Advanced Technologies Division or as may be
requested by the Chief Operating Officer of Fairchild or the Board of
Directors of Fairchild or RHI.
Conflicting Arrangements:
You represent and warrant to Fairchild that there is no agreement to which
you are a party or under which you are bound which would prohibit your
employment by Fairchild, or which would in any other manner interfere with
the performance by you of your duties for Fairchild, its affiliates and
subsidiaries.
Governing Law:
Our understandings shall be governed by the laws of the Commonwealth
of Virginia, exclusive of its choice of law provisions.
Binding Effect:
This Agreement supersedes all prior negotiations and represents the entire
Agreement of the parties, and our signatures hereon will bind us hereto.
This Agreement binds and inures to the benefit of Fairchild, its successors
and assigns.
Accepted: Accepted:
RHI HOLDINGS, INC.
Jacques S. Moskovic Donald E. Miller
Vice President
Dated: December 29, 1994 Dated: December 29, 1994
EMPLOYMENT AGREEMENT WITH JACQUES S. MOSKOVIC
Parties:
FAIRCHILD FRANCE, INC. ("Fairchild France") and JACQUES S.
MOSKOVIC. All references to "you" shall mean Jacques S. Moskovic.
Position:
Your position will be Commercial Manager, reporting directly to the Chief
Operating Officer of The Fairchild Corporation ("Fairchild").
Compensation:
Your base salary ("base salary") will be at a rate not less than $90,000 per
year, payable bi-weekly in accordance with Fairchild's usual payroll policies.
Your base salary will be reviewed annually by Fairchild France, and
adjustments, if any, to your base salary will be at the discretion of the Board
of Directors of Fairchild France.
Other Benefits:
You will be eligible to participate in all Fairchild France employee benefit
plans. You shall pay the portion of French social costs and taxes required
to be paid by the employee. Fairchild France shall pay the portion required
to be paid by the employee.
Term:
The initial term of your employment shall commence as of January 15,
1995.
Termination:
If your employment shall be terminated, for any reason other than Cause
(as defined below), you shall be entitled to receive as severance the
standard and customary severance package paid by Fairchild France to
senior officers employed for a similar time period as you were employed by
Fairchild France.
Duties:
As Commercial Manager of Fairchild France, you shall perform such
reasonable duties with respect to Fairchild France as you shall be directed
to perform by the Chief Operating Officer of Fairchild, the Board of Directors
of Fairchild France and the Board of Directors of Fairchild. Your duties will
include, without limitation, making business decisions within the limits of the
corporate purpose of Fairchild France, representing Fairchild France before
any applicable governmental office and hiring and discharging the
necessary personnel.
Confidentiality:
You shall enter into a Confidentiality Agreement and an Agreement to
Assign to Fairchild inventions and designs, whether patentable or not,
conceived or improved by you during the Initial Term or during any
extension thereof.
Cause:
Your employment may be terminated at any time for Cause, which shall
include (i) conduct, at any time, which has involved criminal dishonesty,
conviction of any felony, or conviction of any lesser crime or offense
involving the property of Fairchild, or any of its affiliates, significant
conflict of interest, serious impropriety, or breach of corporate duty,
misappropriation of any money or other assets or properties of Fairchild, or
that of its subsidiaries or affiliates, (ii) willful violation of specific and
lawful directions form the Fairchild's CEO or its Board of Directors, failure or
refusal to perform services customarily performed by a person in your
office, or as otherwise as specifically required by agreement, or willful
misconduct or gross negligence in connection with the performance of your
duties, (iii) chronic alcoholism or drug addiction, and (iv) any other acts or
conduct inconsistent with the standards of loyalty, integrity or care
reasonably required by Fairchild of its senior management.
Location:
You understand that your obligations under this employment arrangement
will require you to live in or spend considerable time in France.
Conflicting
Arrangements:
You represent and warrant to Fairchild that there is no agreement to which
you are a party or under which you are bound which would prohibit your
employment by Fairchild, or which would in any other manner interfere with
the performance by you of your duties for Fairchild, its affiliates and
subsidiaries.
Governing Law:
Our understandings shall be governed by the laws of France, exclusive of
its choice of law provisions.
Binding Effect:
This Agreement supersedes all prior negotiations and represents the entire
Agreement of the parties, and our signatures hereon will bind us hereto.
This Agreement binds and inures to the benefit of Fairchild, its successors
and assigns.
Accepted: Accepted:
FAIRCHILD FRANCE, INC.
Jacques S. Moskovic John L. Flynn
Vice President
Dated: December 29, 1994 Dated: December 29, 1994
