1
EXHIBIT 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT ("Agreement") dated as of May 17, 2000
between Worldwide Flight Services, Inc., a Delaware corporation, together with
its subsidiaries (the "Company") and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (the "Executive").
WHEREAS, the parties wish to establish the terms of
Executive's future employment with the Company.
Accordingly, the parties agree as follows:
1. Employment, Duties and Acceptance.
1.1 Employment by the Company. The Company shall
employ the Executive effective as of the first day he reports to work at the
Company as agreed upon by the Company and the Executive (the "Effective Date")
(which date shall not be later than (DATE) to render exclusive and full-time
services to the Company. The Executive will serve in the capacity of SENIOR VICE
PRESIDENT, CHIEF FINANCIAL OFFICER and TREASURER of the Company and shall report
to the CHIEF EXECUTIVE OFFICER. The Executive will perform such duties as are
imposed on the holder of that office by the By-laws of the Company and such
other duties as are customarily performed by one holding such positions in the
same or similar businesses or enterprises as those of the Company, including,
but not limited to, the responsibilities outlined in the "Position and Candidate
Specifications" attached hereto. The Executive will perform such other duties as
may be assigned to him from time to time by the Board of Directors of the
Company. The Executive will devote all his full working-time and attention to
the performance of such duties and to the promotion of the business and
interests of the Company. This provision, however, will not prevent the
Executive from investing his funds or assets in any form or manner, or from
acting as a member of the board of directors of any companies, businesses, or
charitable organizations, so long as such actions do not violate the provisions
of Section 5 of this Agreement.
1.2 Location. The Executive's principal place of
employment shall be the Company's headquarters located in the Dallas/Fort Worth,
Texas area, subject to any travel required in connection with providing services
under this Agreement.
1.3 Acceptance of Employment by the Executive. The
Executive accepts such employment and shall render the services described above.
2. Duration of Employment.
This Agreement and the employment relationship
hereunder will continue in effect for THREE (3) years from the Effective Date
(the" Initial Term"). The terms of this Agreement shall continue beyond the
Initial Term in the following manner: upon the expiration of the Initial Term
and on each calendar year thereafter (each an "Anniversary Date"), the Term
shall be automatically extended by one (1) year (the "Extended Term") unless
either party gives the other party written notice at least three (3) months
prior to the expiration of the Initial Term
2
or the Anniversary Date, as applicable. If such notice is given, the Initial
Term or the Extended Term then in effect, as the case may be, shall not be
extended. Any extensions thereafter shall require a written contract or written
amendment hereto. The Initial Term and any extended term are sometimes referred
to in this Agreement as the "Term". In the event of the Executive's termination
of employment during the Term, the Company's obligation to continue to pay all
base salary, bonus and other benefits then accrued shall terminate except as may
be provided for in Section 4 of this Agreement.
3. Compensation by the Company.
3.1 Base Salary. As compensation for all services
rendered pursuant to this Agreement, the Company will pay to the Executive an
annual base salary of TWO HUNDRED THOUSAND ($200,000.00), subject to an upward
adjustment by the Board of Directors of the Company, in its sole discretion, and
payable in accordance with the payroll practices of the Company ("Base Salary").
3.2. Bonuses. The Executive shall be entitled to
receive from the Company an annual cash bonus in an amount determined by the
Compensation Committee of the Board of Directors of the Company, up to a maximum
amount of FIFTY percent (50%) of Base Salary. For calendar year 2000, the
Executive shall be entitled to receive a bonus of no less than 25% of his Base
Salary earned in 2000 to be accrued during the calendar year 2000 and paid
during the calendar year 2001, if the Company, at all times, is in full
compliance after taking into account such accrual or payment with all of the
Covenants ("Covenant Compliance") contained in (i) its credit facilities with
Chase Manhattan Bank and DLJ Capital Funding Inc. including without limitation
the Credit Agreement among WFS Holdings Inc. ("Holdings"), the Company, the
lenders party thereto, the Chase Manhattan Bank as administrative agent and DLJ
Capital Funding Inc. as syndication agent, dated as of August 12, 1999 (as such
Credit Agreement has been amended to the date thereof) and (ii) the Indenture
among the Company, the Guarantors, listed therein and the Bank of New York as
Trustee, dated as of August 12, 1999 relating to the 12 1/4% senior notes due
2007 (as such Indenture may have been amended to the date thereof).
3.3 Signing Bonus. The Company shall pay to the
Executive a onetime bonus of Twenty Five Thousand Dollars ($25,000) on the SIX
month anniversary of the Effective Date, provided that the Executive will at the
same time purchase TWENTY FIVE THOUSAND DOLLARS ($25,000) of stock on the same
terms as the Units contained in Section 3.6 herein. The taxes associated with
Signing Bonus shall be for the Executives account.
3.4 Participation in Employee Benefit Plans. The
Executive shall be permitted, during the Term, if and to the extent eligible, to
participate in any group life, hospitalization or disability insurance plan,
health program, pension plan or similar benefit plan of the Company, which may
be available to other executives of the Company generally, on the same terms as
such other executives.
3.5 Stock Options. Over a period of time of not less
than FIVE (5) years and provided the Executive remains employed by the Company,
the Executive shall be granted options under the WFS Holdings, Inc. 1999 Stock
Option Plan (the "Stock Option Plan")
- 2 -
3
for the purchase of NINE THOUSAND (9,000) shares of non-voting common stock of
WFS Holdings, Inc. ("Holdings"). All terms and conditions applicable to such
stock options shall be governed by the provisions of the Stock Option Plan and
any stock option agreements thereunder, as approved by the Compensation
Committee of the Board of Directors of Holdings.
3.6 Purchase of Stock. For a period of ONE (1) month
from the Effective Date, the Executive shall be provided with the opportunity to
purchase additional equity in Holdings in the form of units ("Units"), up to a
number of Units as agreed with the Compensation Committee of the Board of
Directors of Holdings. Each Unit shall consist of one share of voting common
stock of Holdings, priced at $3.25, and 2.5 shares of preferred stock of
Holdings, priced at $10.00 per share, yielding a Unit price of $28.25. The
purchase of the Units shall be subject to the Management Subscription Agreement
and the Stock Buy Back Agreement between Holdings and the Executive. The Company
and Executive may agree to have the Company finance, with full recourse, up to
FIFTY percent (50%) of the purchase price of such Units.
3.7 Car Allowance. The Executive shall be entitled to
a monthly car allowance equal to FOUR HUNDRED Dollars ($400).
3.8 Club Membership. The Company shall pay the
ongoing annual dues for a Dallas / Fort Worth, Texas area club membership,
during the Term, up to a maximum of TWENTY FIVE HUNDRED Dollars ($2,500) per
annum. Such reimbursement will be subject to required withholding taxes
(including FICA and Medicare), which are to be for the Executives account.
3.9 Vacation. The Executive shall be entitled to
TWENTY (20) days of vacation per year.
3.10 Expense Reimbursement. During the Term, the
Executive shall be entitled to receive prompt reimbursement of all reasonable
out-of-pocket expenses properly incurred by him in connection with his duties
under this Agreement, including reasonable expenses of entertainment and travel,
provided that such expenses are properly approved, documented and reported in
accordance with the policies and procedures of the Company applicable at the
time the expenses are incurred.
4. Termination.
4.1 Termination Upon Death. If the Executive dies
during the Term, the Executive's legal representatives shall be entitled to
receive the Executive's Base Salary and accrued bonus for the period ending on
the last day of the month in which the death of the Executive occurs.
4.2 Termination Upon Disability. If during the Term
the Executive meets the requirements for physical or mental disability under the
Company's long-term disability plan and is eligible to receive benefits
thereunder, the Company may at any time prior
- 3 -
4
to the Executive's recovery but after the last day of the sixth consecutive
month of such disability, by written notice to the Executive, terminate the
Executive's employment hereunder.
Additionally, in such event, the Executive (or his
legal representatives) shall be entitled to receive the Executive's Base salary
and accrued bonus for the period ending on the date such termination occurred.
Nothing in this Section 4.2 shall be deemed to in any way affect the Executive's
right to participate in any disability plan maintained by the Company and for
which the Executive is otherwise eligible.
4.3 Termination for Cause. The Executive's employment
hereunder may be terminated by the Company for "Cause" (as herein defined) at
any time. "Cause" shall mean with respect to the Executive, (a) the Executive's
willful and continued failure to substantially perform the Executive's duties,
(b) repeated acts of insubordination, or willful failure to execute Company
plans and/or strategies, (c) acts of dishonesty resulting or intending to result
in personal gain or enrichment at the expense of the Company, (d) conviction of;
or pleading guilty or no contest to, a felony, all as determined by the Board of
Directors of the Company in its reasonable judgment; (e) reasonable evidence
presented in writing to the Executive that the Executive engaged in a criminal
act involving moral turpitude or willful misconduct or (f) conduct not
conforming to standards of good citizenship or good moral character, or which is
potentially detrimental to the Company's business, reputation, character or
standing, provided that, in the case of clauses (a) and (b), the Executive shall
be entitled to written notice from the Company and twenty (20) days to cure such
deficiency. Breach of this Agreement and to the extent that an Executive is
subject to a non-competition and confidentiality agreement, breach of such
non-competition and confidentiality agreement, shall constitute Cause under this
Agreement.
Upon termination for Cause hereunder, the Executive
shall be entitled to receive the Executive's Base Salary through the date of
termination.
4.4 Voluntary Termination. The Executive may upon at
least ninety (90) days prior written notice to the Company terminate employment
hereunder.
(a) Upon a voluntary termination the
Executive shall be entitled to receive the Executive's Base Salary through the
date of termination other than for Good Reason.
(b) Upon a voluntary termination for Good
Reason prior to the second anniversary of the Effective Date, the Executive
shall be entitled to receive his Base Salary for the remaining duration of the
Term and a pro rata portion of the bonus pursuant to the annual bonus program
(as approved by the Compensation Committee of the Board of Directors of the
Company) (the "Bonus Program") through the date of termination. Such bonus shall
be paid to the Executive at the time bonuses are paid to other senior executive
employees of the Company. Upon a voluntary termination for Good Reason on or
after the second anniversary of the Effective Date, the Executive shall be
entitled to receive his Base Salary and a pro rata portion of the bonus pursuant
to the Bonus Program through the date of termination, for a period of twelve
(12) months after the date of termination. Such bonus shall be paid to the
Executive at the time bonuses are paid to other senior executive employees of
the Company. For the length of
- 4 -
5
the period for which payments are made after termination pursuant to this
Section 4.4 (b), the Company shall arrange to provide the Executive with life,
disability, accident and group health insurance benefits substantially similar
to those, which the Executive was receiving immediately prior to the notice of
termination. Benefits otherwise receivable by the Executive pursuant to this
provision (b) shall be reduced to the extent comparable benefits are actually
received by the Executive during the period following the Executive's
termination, and any such benefits actually received by the Executive shall be
reported to the Company.
The term "Good Reason" shall mean the
requirement, without the Executive's consent, that he relocate or perform a
significant portion of his duties under this Agreement outside a fifty (50) mile
radius from Euless, Texas.
(c) In the event of a Change in Control, the
Executive shall have the right (by written notice to the Company within ten (10)
business days of such Change in Control) to terminate his employment with the
Company upon his election. In that event, the Executive shall be entitled to
receive his Base Salary and a pro rata portion of the bonus pursuant to the
Bonus Program through the date of termination, for a period of twelve (12)
months after the date of termination. Such bonus shall be paid to the Executive
at the time bonuses are paid to other senior executive employees of the Company.
For the length of the period for which payments are made after termination
pursuant to this Section 4.4(c), the Company shall arrange to provide the
Executive with life, disability, accident and group health insurance benefits
substantially similar to those, which the Executive was receiving immediately
prior to the notice of termination. Benefits otherwise receivable by the
Executive pursuant to this provision (c) shall be reduced to the extent
comparable benefits are actually received by the Executive during the period
following the Executive's termination, and any such benefits actually received
by the Executive shall be reported to the Company.
The term "Change in Control" shall be as defined in Section 2
of the Stock Option Plan.
4.5 Termination by the Company Other Than For Cause.
(a) If the Company terminates the Executives
employment for any reason other than Cause on of after the second anniversary of
the Effective Date, the Company shall pay the Executive his Base Salary for a
period of twelve (12) months from the date of Termination, and a pro rata
portion of the bonus pursuant to the annual Bonus through the date of
termination. Such bonus shall be paid to the Executive at the time bonuses are
paid to other senior executive employees of the Company.
(b) For the length of the period for which
payments are provided after any termination pursuant to this Section 4.5, the
Company shall arrange to provide the Executive with life, disability, accident
and group health insurance benefits substantially similar to those which the
Executive was receiving immediately prior to the notice of termination. Benefits
otherwise receivable by the Executive pursuant to this paragraph (b) shall be
reduced to the extent comparable benefits are actually received by the Executive
during the
- 5 -
6
period following the Executive's termination, and any such benefits actually
received by the Executive shall be reported to the Company.
(c) Nothing contained in this Section 4.5
shall prevent the Executive from receiving any and all benefits payable under
any severance benefit plan or program maintained by the Company to which the
Executive is entitled.
5. Restrictions and Obligations of the Executive.
5.1 Confidentiality. (a) During the course of the
Executive's employment by the Company, the Executive will have access to certain
trade secrets and confidential information relating to the Company, which is not
readily available from sources outside the Company. The confidential and
proprietary information and, in any material respect, trade secrets of the
Company are among its most valuable assets, including but not limited to, its
customer and vendor lists, database, engineering, computer programs, frameworks,
models, its marketing programs, its sales, financial, marketing, training and
technical information, and any other information, whether communicated orally,
electronically, in writing or in other tangible forms concerning how the Company
creates, develops, acquires or maintains its products and marketing plans,
targets its potential customers and operates its retail and other businesses.
The Company invested, and continues to invest, considerable amounts of time and
money in its process, technology, know-how, obtaining and developing the
goodwill of its customers, its other external relationships, its data systems
and data bases, and all the information described above (hereinafter
collectively referred to as "Confidential Information"), and any
misappropriation or unauthorized disclosure of Confidential Information in any
form would irreparably harm the Company. The Executive acknowledges that such
Confidential Information constitutes valuable, highly confidential, special and
unique property of the Company. The Executive shall hold in a fiduciary capacity
for the benefit of the Company all Confidential Information relating to the
Company and its business, which shall have been obtained by the Executive during
the Executive's employment by the Company and which shall not be or become
public knowledge (other than by acts by the Executive or representatives of the
Executive in violation of this Agreement). Except as required by law or an order
of a court or governmental agency with jurisdiction, the Executive shall not,
during the period the Executive is employed by the Company or at any time
thereafter, disclose any Confidential Information, directly or indirectly, to
any person or entity for any reason or purpose whatsoever, nor shall the
Executive use it in any way, except as necessary in the course of the
Executive's employment with the Company. The Executive shall take all reasonable
steps to safeguard the Confidential Information and to protect it against
disclosure, misuse, espionage, loss and theft. The Executive understands and
agrees that the Executive shall acquire no rights to any such Confidential
Information.
(b) All files, records, documents, drawings,
specifications, data, computer programs, evaluation mechanisms and analytics and
similar items relating thereto or to the Business (for the purposes of this
Agreement, "Business" shall be as defined in any non competition and
confidentiality agreement that may be established between the Executive and the
Company and/or Holdings), as well as all customer lists, specific customer
information, compilations of product research and marketing techniques of the
Company, whether prepared by the Executive or otherwise coming into the
Executive's possession, shall remain the exclusive
- 6 -
7
property of the Company, and the Executive shall not remove any such items from
the premises of the Company, except in furtherance of the Executive's duties
under any employment agreement.
(c) It is understood that while employed by
the Company the Executive will promptly disclose to it, and assign to it the
Executive's interest in any invention, improvement or discovery made or
conceived by the Executive, either alone or jointly with others, which arises
out of the Executive's employment. At the Company's request and expense, the
Executive will assist the Company during the period of the Executive's
employment by the Company and thereafter in connection with any controversy or
legal proceeding relating to such invention, improvement or discovery and in
obtaining domestic and foreign patent or other protection covering the same.
(d) As requested by the Company from time to
time and upon the termination of the Executive's employment with the Company for
any reason, the Executive will promptly deliver to the Company all copies and
embodiments, in whatever form, of all Confidential Information in the
Executive's possession or within his control (including, but not limited to,
memoranda, records, notes, plans, photographs, manuals, notebooks,
documentation, program listings, flow charts, magnetic media, disks, diskettes,
tapes and all other materials containing any Confidential Information)
irrespective of the location or form of such material. If requested by the
Company, the Executive will provide the Company with written confirmation that
all such materials have been delivered to the Company as provided herein.
5.2 Non-Solicitation or Hire. During the Term and for
a one (1) year period following the termination of the Executive's employment
for any reason, the Executive shall not, (a) solicit, directly or indirectly,
any party who is a customer of the Company or its subsidiaries, or who was a
customer of the Company or its subsidiaries at any time during the twelve (12)
month period immediately prior to the relevant date, for the purpose of
marketing, selling or providing to any party any services or products offered by
or available from the Company or its subsidiaries and relating to the Business
(provided that if the Executive intends to solicit any such party for any other
purpose, it shall notify the Company of such intention) or (b) employ or
solicit, directly or indirectly, for employment any person who is an employee of
the Company or any of its subsidiaries or who was an employee of the Company or
any of its subsidiaries at any time during the twelve (12) month period
immediately prior to any such solicitation or employment.
5.3 Non-Competition. The Executive shall be bound by
the terms of any non-competition and confidentiality agreement that is
established between the Executive and the Company and/or Holdings.
5.4 The Executive agrees not to engage in any act
that is intended, or may reasonably be expected to harm the reputation,
business, prospects or operations of the Company, its officers, directors,
stockholders or employees. The Company further agrees that it will engage in no
act, which is intended, or may reasonably be expected to harm the reputation,
business or prospects of the Executive.
- 7 -
8
5.5 Property. The Executive acknowledges that all
originals and copies of materials, records and documents generated by him or
coming into his possession during his employment by the Company are the sole
property of the Company ("Company Property"). During the Term, and at all times
there after, the Executive shall not remove, or cause to be removed, from the
premises of the Company, copies of any record, file, memorandum, document,
computer related information or equipment, or any other item relating to the
business of the Company, or any affiliate, except in furtherance of his duties
under the Agreement. When the Executive terminates his employment with the
Company, or upon request of the Company at any time, the Executive shall
promptly deliver to the Company all copies of Company Property in his possession
or control.
5.6 Work Product. The Executive agrees that all
inventions, discoveries, systems, interfaces, protocols, concepts, formats,
creations, developments, designs, programs, products, processes, investment
strategies, materials, computer programs or software, data bases, improvements,
or other properties related to the business of the Company or any of its
affiliates, conceived, made or developed during the term of his employment with
the Company, whether conceived by the Executive alone or working with others,
and whether patentable or not (the "Work Product"), shall be owned by and
belong exclusively to the Company. The Executive hereby assigns to the Company
his entire rights to the Work Product and agrees to execute any documents and
take any action reasonably requested by the Company to protect the rights of the
Company in any Work Product. The Executive acknowledges that any copyrightable
subject matter created by the Executive within the scope of his employment,
whether containing or involving Confidential Information or not, is deemed a
work-made-for-hire under Chapter 17 of the United States Code, entitled
"Copyrights," as amended, and the Company shall be deemed the sole author and
owner thereof for any purposes whatsoever. In the event of any unauthorized
publication of any Confidential Information, the Company shall automatically own
the copyright in such publication. Further, the Company shall automatically hold
all patents and/or trademarks, if any, with respect to any Work Product.
5.7 Tax Withholding. The Company or other payor is
authorized to withhold, from any benefit provided or payment due hereunder, the
amount of withholding taxes due any federal, state or local authority in respect
of such benefit or payment and to take such other action as may be necessary in
the opinion of the Board of Directors of the Company to satisfy all obligations
for the payment of such withholding taxes.
6. Other Provisions.
6.1. Notices. Any notice or other communication
required or which may be given hereunder shall be in writing and shall be
delivered personally, telegraphed, telexed, sent by facsimile transmission or
sent by certified, registered or express mail, postage prepaid, and shall be
deemed given when so delivered personally, telegraphed, telexed, or sent by
facsimile transmission or, if mailed, four (4) days after the date of mailing,
as follows:
- 8 -
9
(a) If the Company, to:
Worldwide Flight Services, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
With a copy to:
WFS Holdings, Inc.
c/o ▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners III, L.P.
▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(b) If the Executive, to his home
address set forth in the records of
the Company.
6.2 Entire Agreement. Except as provided in Sections
3.5, 3.6 and 5.3 hereof, this Agreement contains the entire agreement between
the parties with respect to the subject matter hereof and supersedes all prior
agreements, written or oral, with respect thereto.
6.3 Representations and Warranties by Executive. The
Executive represents and warrants that he is not a party to or subject to any
restrictive covenants, legal restrictions or other agreements in favor of any
entity or person which would in any way preclude, inhibit, impair or limit the
Executive1s ability to perform his obligations under this Agreement, including,
but not limited to, non-competition agreements, non-solicitation agreements or
confidentiality agreements.
6.4 Waiver and Amendments. This Agreement may be
amended, modified, superseded, canceled, renewed or extended, and the terms and
conditions hereof may be waived, only by a written instrument signed by the
parties or, in the case of a waiver, by the party waiving compliance. No delay
on the part of any party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof, nor shall any waiver on the part of any
right, power or privilege hereunder, nor any single or partial exercise of any
right, power or privilege hereunder, preclude any other or farther exercise
thereof or the exercise of any other right, power or privilege hereunder.
6.5 Governing Law. This Agreement shall be governed
and construed in accordance with the laws of the State of New York.
6.6 Assignability. This Agreement, and the
Executive's rights and may not be assigned by the Executive. The Company may
assign this Agreement and its rights,
- 9 -
10
together with its obligations, to any other entity that will substantially carry
on the business of the Company.
6.7 Counterparts. This Agreement may be executed in
two (2) or more counterparts, each of which shall be deemed an original but all
of which shall constitute one and the same instrument, and it shall not be
necessary in making proof of this Agreement to produce or account for more than
one such counterpart.
6.8 Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning of terms contained herein.
6.9 Remedies: Specific Performance. The parties
hereto hereby acknowledge that the provisions of Section 5 are reasonable and
necessary for the protection of the Company. In addition, the Executive further
acknowledges that the Company will be irrevocably damaged if such covenants are
not specifically enforced. Accordingly, the Executive agrees that, in addition
to any other relief to which the Company may be entitled, the Company will be
entitled to seek and obtain injunctive relief (without the requirement of any
bond) from a court of competent jurisdiction for the purposes of restraining the
Executive from any actual or threatened breach of such covenants. In addition,
without limiting the Company's remedies for any breach of any restriction on the
Executive set forth in Section 5, except as required by law, the Executive shall
not be entitled to any payments set forth in Section 4 hereof if the Executive
breaches any of the covenants applicable to the Executive contained in Section
5, the Executive will immediately return to the Company any such payments
previously received under Section 4.5 upon such a breach, and, in the event of
such breach, the Company will have no obligation to pay any of the amounts that
remain payable by the Company under Section 4.
6.10 Tax Gross-Up. In the event that any payment made
to the Executive pursuant to this Agreement with the Company becomes subject to
excise taxes under Section 4999 of the Internal Revenue Code of 1986, as amended
(the "Code"), the Company will pay to the Executive the amount of such excise
taxes plus all federal, state and local taxes applicable to the Company's
payment of such excise taxes including any additional excise taxes due under
Section 4999 of the Code with respect to payments made pursuant to this
Agreement.
6.11 Severability. If any term, provision, covenant
or restriction of this Agreement, or any part thereof, is held by a court of
competent jurisdiction of any foreign, federal, state, county or local
government or any other governmental, regulatory or administrative agency or
authority to be invalid, void, unenforceable or against public policy for any
reason, the remainder of the terms, provisions, covenants and restrictions of
this Agreement shall remain in full force and effect and shall in no way be
affected or impaired or invalidated. The Executive acknowledges that the
restrictive covenants contained in Section 5 are a condition of this Agreement
and are reasonable and valid in geographical and temporal scope and in all other
respects.
6.12 Judicial Modification. If any court or
arbitrator determines that any of the covenants in Section 5, or any part of any
of them, is invalid or unenforceable, the remainder of such covenants and parts
thereof shall not thereby be affected and shall be given
- 10 -
11
full effect, without regard to the invalid portion. If any court or arbitrator
determines that any of such covenants, or any part thereof, is invalid or
unenforceable because of the geographic or temporal scope of such provision,
such court or arbitrator shall reduce such scope to the minimum extent necessary
to make such covenants valid and enforceable.
IN WITNESS WHEREOF, the parties hereto, intending to
be legally bound hereby, have executed this Agreement as of the day and year
first above mentioned.
EXECUTIVE
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
WORLDWIDE FLIGHT SERVICES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chairman and CEO
- 11 -