FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
FOR ▇▇▇▇▇ ▇. ▇▇▇▇
This First Amendment (this "Amendment") is dated November 14, 1997 BETWEEN
HAWKER PACIFIC AEROSPACE (formerly Hawker Pacific, Inc.) ("HPI"), having its
principal place of business at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, AND ▇▇▇▇▇ ▇. ▇▇▇▇ ("Employee") of ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in order to amend that certain Employment Agreement, dated
November 1, 1996 (the "Agreement") between HPI and Employee as herein set
forth:
1. Section 4.1 of this Agreement is hereby amended to read in its entirety as
follows:
"4.1 BASE SALARY. Effective October 6, 1997, HPI shall pay Employee a
base salary of $130,000 (one hundred thirty thousand dollars) per year."
2. This Agreement is hereby amended to add a new Section 8 of the Agreement
to read in its entirety as follows:
"8. CHANGE IN CONTROL. In addition to any compensation, benefits or
rights Employee may have under Sections 4 and 5 above, in the event of a
"change in control," Employee will be paid twelve (12) months salary
based on the total compensation package then in effect, in accordance
with a payment schedule to be determined at the time of such "change in
control." As used in this Agreement, a "change in control" shall mean (i)
the sale, transfer, conveyance or disposition, whether direct or
indirect, of all or substantially all of the assets of HPI, (ii) a
consolidation or merger of HPI with or into any entity in which HPI is
not the surviving entity, (iii) a consolidation or merger of HPI with or
into any other entity in which HPI is the surviving entity, if
immediately after such transaction the shareholders of HPI own less than
35% of the voting power of the capital stock of the surviving entity that
is normally entitled to vote in the election of directors, or (iv) any
"person" or "group" (as such terms are used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
whether or not applicable), other than the shareholders of Unique
Investment Corporation ("Unique") or affiliates of Unique, becomes the
beneficial owner or is deemed to beneficially own (as described in Rule
13d-3 under the Exchange Act) in excess of 30% of the HPI's voting power
of the capital stock normally entitled to vote in the election of
directors of HPI. The provisions of this Section 8 shall also apply if
Employee is terminated for any reason within 90 days of any "change in
control" of HPI, as defined above.
The parties execute this Agreement on the date set forth above.
HAWKER PACIFIC AEROSPACE EMPLOYEE
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------ ------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇
Its: President & CEO
Page 1 of 1