EXHIBIT 10(22)
EMPLOYMENT AGREEMENT
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AGREEMENT made as of January 6, 1998, by and between Tower Air, Inc.,
a Delaware corporation (the "Company") and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Executive").
WHEREAS, the Company desires to employ the Executive as its President
and Executive Vice President - Operations; and
WHEREAS, the Executive is willing to accept such employment in
accordance with the terms set forth herein; and
WHEREAS, the parties desire to enter into this Agreement setting forth
the terms and conditions of the employment relationship of the Executive with
the Company.
NOW, THEREFORE, the parties agree as follows:
1. Employment. The Company hereby employs the Executive, and the
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Executive hereby accepts employment with the Company, upon the terms and subject
to the conditions set forth herein.
2. Term. This Agreement is for the three-year period (the "Term")
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commencing on January 12, 1998 (the "Effective Date") and terminating on the
third anniversary of such date, or upon the Executive's earlier death,
disability or other termination of employment pursuant to Section 13; provided,
however, that on the third anniversary of the date hereof the Term shall
automatically be extended for two additional years on the terms set forth herein
subject to such increase in compensation as the Board of Directors of the
Company (the "Board") may reasonably determine unless, not later than sixty (60)
days prior to such anniversary, either the Company or the Executive shall notify
the other party that such extension shall not take effect.
3. Position. During the Term, the Executive shall serve as the
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President and Executive Vice President - Operations of the Company. At the
first annual meeting of shareholders after commencement of the Term, the
Executive
Shall also be elected as a member of the Company's Board of Directors (the
"Board").
4. Duties and Reporting Relationship. During the Term, the Executive
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shall use his skills and render services to the best of his abilities in
supervising and conducting the operations of the Company subject at all times to
the direction and control of the Chairman and Chief Executive Office of the
Company. As part of the his duties as President and Executive Vice President -
Operations, the Executive shall be responsible for, and have general supervisory
control over, the day-to-day operations of the Company and shall report to, and
be subject to direct supervision by, the Chairman and Chief Executive Officer of
the Company. The Executive shall be generally responsible for overseeing all
facets of the Company's operation. Without limitation on the generality of the
forego ing, the Executive shall have the authority normally accorded to a chief
operating officer and to the vice president - operations of the Company. During
the Term, the Executive's position, including, without limitation, his status,
offices, titles, reporting relationships, authority, duties and responsibilities
shall be at least com mensurate with those held at the commencement of the Term.
During the Term it shall not be a violation of this Agreement for the
Executive to (A) serve on corporate, civic or charitable boards or committees,
(B) deliver lectures, fulfill speaking engagements or teach at educational
institu tions or (C) manage personal investments in the airline industry or
otherwise, so long as no such investment exceeds five per cent (5%) of any class
of outstanding securities of a company in the airline industry and provided that
such activities do not interfere with the performance of the Executive's
responsibilities as an em ployee of the Company in accordance with this
Agreement. It is further under stood and agreed that before the Executive may
engage in such activities, they shall have been agreed to and approved by the
Chairman and Chief Executive Officer of the Company. It is also expressly
understood and agreed that to the extent that such activities have been
conducted by the Executive prior to the Effective Date hereof the continued
conduct of such activities (or the conduct of activities similar in nature and
scope thereto) subsequent to the Effective Date shall not thereafter be deemed
to therefore with the performance of the Executive's responsibilities to the
Company. In connection with the foregoing, the Executive hereby represents that
the only board on which he presently serves is the Board of Directors of the
Special Olympics and that he does not presently hold investments in a company in
the airline industry in excess of the limitation set forth above.
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5. Place of Performance. The Executive shall perform his duties at
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the principal executive offices of the Company in Jamaica, New York, except for
required travel on the Company's business.
6. Salary and Annual Bonus. (a) Base Salary. The Executive's base
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salary hereunder shall be $350,000 a year during the first six months of the
Term which shall automatically increase on the commencement of the seventh month
to $425,000 a year, payable in accordance with the Company's customary payroll
practices, but in no event less frequently than semi-monthly. The Board shall
review such Base Salary at least annually and make such increase, if any, from
time to time as it may deem advisable. The Executive's base salary shall not at
any time (after the first six months of the Term) be less than $425,000 a year.
(b) Annual Bonus. In addition to his Base Salary, the Executive
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shall be awarded, for each year, or partial year, during the Term commencing
with the year ending December 31, 1998, an annual bonus as shall be determined
by the Board or its Compensation and Benefits Committee provided that, if he
achieves goals and targets to be mutually agreed by the Executive and the
Chairman and Chief Executive Officer of the Company, the minimum bonus to which
the Executive shall be entitled will equal 50% of his annual Base Salary, such
minimum to be increased to such level as the Board or its Compensation and
Benefits Committee deems appropriate if the performance targets set forth on
Exhibit A hereto are met or exceeded by the Company. The annual bonus under
this Section 6(b) shall hereinafter be referred to as the "Annual Bonus."
7. Vacation, Holidays and Sick Leave. During the Term, the Executive
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shall be entitled to paid vacation, paid holidays and sick leave in accordance
with the Company's standard policies for its senior executive officers, which
policies shall provide the Executive with benefits no less favorable than those
provided to any other senior executive officers of the Company.
8. Relocation Payments. In order to assist the Executive in
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relocating to New York, the Company will (i) reimburse the Executive in an
amount not to exceed $3,000 per month for reasonable living expenses of the
Executive in New York for a period of up to six months following commence ment
of the Term, including rental expenses of a suitable apartment in New York City
or in another area in reasonable proximity to the Company's headquarters
selected by the Executive and (ii) pay the Executive an additional $150,000 to
assist the Executive in purchasing or otherwise acquiring permanent housing in
New York.
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9. Business Expenses. The Executive will be reimbursed for all
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ordinary and necessary business expenses incurred by him in connection with his
employment upon timely submission by the Executive of receipts and other
documentation as required by the Internal Revenue Code and in conformance with
the Company's normal procedures.
10. Pension and Welfare Benefits; Perquisites. During the Term, the
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Executive shall be eligible to participate fully in all health benefits,
insurance programs, bonus and stock option plans, pension and retirement plans
and other employee benefit and compensation arrangements (collectively, the
"Employee Benefits") available to officers of the Company generally, which
Employee Benefits shall provide the Executive with benefits no less favorable
than those provided to any other senior executive officer of the Company other
than the Chairman and Chief Executive Officer with any otherwise applicable
waiting period being waived. Notwithstanding anything to the contrary in the
foregoing sentence, nothing herein shall be deemed to make the Executive
eligible to participate in more than one bonus or stock option plan or program
at any one time. In addition, during the Term, the Executive and his family
shall be entitled to fringe benefits, including but not limited to pass
privileges for non-revenue transportation, in accordance with the most favorable
plans, practices, programs and policies of the Company applicable at any time on
or after the Effective Date to any other senior executive of the Company.
11. Stock Options. Contemporaneously with execution of this
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Agreement, the Company and the Executive shall enter into a stock option
agreement (the "Option Agreement"), subject to shareholder approval, which
shall provide for the grant to the Executive of an option to purchase up to
800,000 shares of common stock of the Company at the current market price per
share which shall be deemed to be the lowest reported closing sales price of the
Company's common stock (the "Purchase Price") for the period from December 29,
1997 through January 12, 1998. The Option Agreement shall provide that the
Options shall vest as follows: (i) 200,000 shares immediately upon execution of
the Option Agreement, (ii) an additional 200,000 shares at such time as the last
reported closing sales price of such shares (the "Closing Price") shall be at
least $6.50 per share for any consecutive three-day period, (iii) an additional
200,000 shares at such time as the Closing Price shall be at least $8 per share
for any consecutive three-day period and (iv) the final 200,000 shares at such
time as the Closing Price shall be at least $10 per share for any consecutive
three-day period provided, however, that in any event all such options shall
vest no later than the last day of the Term. Notwithstanding the foregoing, (x)
the Option Agreement
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shall provide that in the event that the Company shall terminate the Executive
for any reason other than Cause, or the death or disability of the Executive, or
the Executive shall terminate this Agreement for Good Reason as defined in
Section 12(d)), all such options shall immediately be deemed vested and (y) in
the event the Executive shall voluntarily resign other than for Good Reason, any
options not vested as of the effective date of such resignation shall be deemed
canceled effec tive upon such resignation.
12. Termination of Employment. (a) General. The Executive's
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employment hereunder may be terminated by the Company without any breach of this
Agreement only under the circumstances set forth in Sections 12(b) and (c)
hereof.
(b) Death or Disability. (i) The Executive's employment
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hereunder shall automatically terminate upon the death of the Executive.
(ii) If, as a result of the Executive's incapacity due to
physical or mental illness, the Executive shall have been absent from his
duties with the Company for any six (6) consecutive months or for 120 days
within a twelve month period, the Board may terminate the Executive's
employment hereunder for "Disability."
(c) Cause. The Company may terminate the Executive's employment
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hereunder for Cause. For purposes of this Agreement, "Cause" shall mean (i) an
act or acts of personal dishonesty which shall be deemed by the Board to
constitute material dishonesty, (ii) repeated and material violations by the
Executive of the Executive's obligations hereunder which are not remedied in a
reasonable period of time after receipt of written notice from the Company,
(iii) the conviction of the Executive of a crime involving moral turpitude or
(iv) such other acts as the Board may reasonably deem to constitute material
misfeasance or malfeasance. Notwithstanding the foregoing, the Executive's
employment here under shall not be deemed to have been terminated for Cause
unless and until there shall have been delivered to the Executive a copy of a
resolution duly adopted by the affirmative vote of the Board at a meeting of the
Board (after writ ten notice to the Executive and a reasonable opportunity for
the Executive, together with the Executive's counsel, to be heard before the
Board), finding that in the good faith opinion of the Board the Executive should
be terminated for Cause.
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(d) Termination by the Executive. The Executive shall be
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entitled to terminate his employment hereunder for Good Reason. For purposes of
this Agreement, "Good Reason" shall mean, without the Executive's express
written consent and unless remedied within a reasonable time after receipt of
written notice from the Executive, (i) the assignment to the Executive of any
duties inconsistent with, or the diminution of, the Executive's positions,
titles, offices, authority, duties, responsibilities or status with the Company,
(ii) a reduction by the Company in the Executive's annual Base Salary provided
for herein or as the same may be increased from time to time; (iii) the
relocation of the Company's principal executive offices to a location more than
25 miles from the location of such offices on the date hereof or the Company's
requiring the Executive to be based anywhere other than the Company's principal
executive offices except for required travel on the Company's business; (iv) the
failure by the Company to pay to the Executive any portion of the Executive's
current compensation or to pay to the Executive any portion of an installment of
deferred compensation under any deferred compensation program of the Company,
within fourteen (14) days of the date such compensation is due; (v) the failure
by the Company to continue in effect any benefit or compensation plan to which
the Executive is entitled, or plans providing the Executive with substantially
similar benefits, the taking of any action by the Company which would adversely
affect Executive's participation in or materially reduce the Executive's
benefits under any such benefit or compensation plan or deprive the Executive of
any material fringe benefit enjoyed by the Executive hereunder, or the failure
by the Company to provide the Executive with the number of paid vacation days to
which the Executive is then entitled on the basis of years of service with the
Company in accordance with the Company's normal vacation policies and practices
in effect on the date hereof or in effect from time to time hereafter; (vi) any
purported termination of the Executive's employment which is not effected
pursuant to a Notice of Termination satisfying the requirements of Section
12(f), which such purported termination shall not be effective for purposes of
this Agreement; (vii) the failure of the Company to obtain the explicit
assumption in writing of its obligation to perform this Agreement by any
successor as contemplated in Section 15 hereof; (viii) any other material
violation by the Company of this Agreement or the Option Agreement (as
hereinafter defined) shall occur. In addition, if the Executive elects to
terminate his employment within thirty (30) days of a Change in Control, as such
term is defined below, such termination shall be deemed to be for Good Reason.
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(e) Voluntary Resignation. Should the Executive wish to resign
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from his position with the Company or terminate his employment for other than
Good Reason during the Term, the Executive shall give sixty (60) days written
notice to the Company, specifying the date as of which his resignation is to
become effective.
(f) Notice of Termination. Any purported termination of the
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Executive's employment by the Company or by the Executive shall be commu nicated
by written Notice of Termination to the other party hereto in accordance with
Section 22. "Notice of Termination" shall mean a notice that shall indicate the
specific termination provision in this Agreement relied upon and shall set forth
in reasonable detail the facts and circumstances claimed to provide a basis for
Termination of the Executive's employment under the provision so indicated.
(g) Date of Termination. "Date of Termination" shall mean (i) if
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the Executive's employment is terminated because of death, the date of the
Executive's death, (ii) if the Executive's employment is terminated for
Disability, the date Notice of Termination is given, (iii) if the Executive's
employment is terminated pursuant to subsections (c), (d) or (e) hereof, the
date specified in the Notice of Termination.
13. Compensation During Disability, Death or Upon Termination. (a)
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During any period that the Executive fails to perform his duties hereunder as a
result of incapacity due to physical or mental illness ("disability period"),
the Executive shall continue to receive his Base Salary at the rate then in
effect for such period until his employment is terminated pursuant to Section
12(b)(ii) hereof, provided that payments so made to the Executive during the
disability period shall be reduced by the sum of the amounts, if any, payable to
the Execu tive with respect to such period under disability benefit plans of the
Company or under the Social Security disability insurance program, and which
amounts were not previously applied to reduce any such payment.
(b) If the Executive's employment is terminated by his death or
Disability, the Company shall pay all amounts due to the Executive under
Sections 6, 7 and 8, prorated through the Date of Termination, plus all other
amounts to which he is entitled under any compensation or benefit plan or
program of the Company and the Company shall have no further obligation to the
Executive under this Agreement.
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(c) If the Executive's employment shall be terminated by the
Company for Cause or by the Executive for other than Good Reason, the Company
shall pay the Executive his Base Salary and minimum Annual Bonus, if any,
prorated through the Date of Termination, at the rate in effect at the time
Notice of Termination is given plus all other amounts to which he is entitled
under any compensation or benefit plan or program of the Company, and the
Company shall have no further obligations to the Executive under this Agreement.
(d) If, at any time, including prior or subsequent to a "Change
in Control" (as defined in subsection 12(f) (below), (A) the Company shall
terminate the Executive's employment for any reason other than for Cause or on
account of the death or disability of the Executive or (B) the Executive shall
terminate his employment for Good Reason, then
(i) the Company shall pay the Executive his Base Salary and an
Annual Bonus equal to the highest annual bonus previously award ed to the
Executive pursuant to Section 6(b) hereof, prorated through the Date of
Termination, at the rate in effect at the time Notice of Termination is
given and all other unpaid amounts, if any, to which the Executive is
entitled as of the Date of Termination under any compensation or benefit
plan or program of the Company, at the time such payments are due; and
(ii) in lieu of any further salary payments to the Executive for
periods subsequent to the Date of Termination, the Company shall pay as
liquidated damages to the Executive an amount equal to two times the sum of
(A) the Executive's annual Base Salary in effect as of the Date of
Termination and (B) an additional amount equal to twenty five per cent
(25%) of said Base Salary in lieu of any bonus to which the Executive might
otherwise claim an entitlement; and
(iii) for a period of five years after the Date of Termina tion,
the Executive may retain the same travel privileges for himself and his
family as he was entitled to during the Term.
(e) All amounts required to be paid to the Executive under this
Section 13, would be paid to the Executive (or his estate) in a lump sum within
fifteen (15) days of the Date of Termination.
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(f) For purposes of this Agreement, a "Change in Control" shall
be deemed to have occurred if (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ceases to be the Chief
Executive Officer of the Company and a person other than the Executive is named
to such position, or (ii) any "Person" (as such term is used in Section 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")), other than (A) the Company or any of its subsidiaries, (B) a trustee or
other fiduciary holding securities under an employee benefit plan of the Company
or any of its subsidiaries , (C) an underwriter temporarily holding securities
pursuant to an offering of such securities, or (D) a corporation owned, directly
or indi rectly, by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company, is or becomes the
"Beneficial Owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company (not including in the securities
beneficially owned by such Persons any securities acquired directly from the
Company or its affiliates) representing a sufficient percentage of the combined
voting power of the Company's then outstanding securities that the holdings of
the Nachtomi Family Partnership, or its successors or assigns affiliated with or
controlled by members of the Nachtomi family, constitutes less than fifty per
cent (50%) of the then out standing voting securities of the Company; or (iii)
the shareholders of the Compa ny approve a merger or consolidation of the
Company with any other corporation, other than (x) a merger or consolidation
which would result in the voting securi ties of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity), in combination with the ownership of any trustee or other fiduciary
holding securities under an employee benefit plan of the Company, more than
fifty per cent (50%) of the combined voting power of the voting securities of
the Company or such surviving entity outstanding immediately after such merger
or consolidation, or (y) a merger or consolidation effected to implement a
recapi talization of the Company (or similar transaction) in which no Person
acquires more than 50% of the combined voting power of the Company's then
outstanding securities; or (iv) the shareholders of the Company approve a plan
of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company's assets.
(g) The Executive shall not be required to mitigate the amount
of any payment provided for in this Agreement by seeking other employment or
otherwise, and the amount of any payment or benefit provided for in this Agree
ment shall not be reduced by any compensation earned by the Executive as the
result of employment by another employer or by retirement benefits or otherwise.
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14. Representation.
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(a) The Company represents and warrants that this Agreement has been
authorized by all necessary corporate action of the Company and is a valid and
binding agreement of the Company enforceable against it in accordance with its
terms.
(b) The Executive represents and warrants that he is not a party to
any agreement or instrument which would prevent him from entering into or
performing his duties in any way under this Agreement.
15. Successors: Binding Agreement.
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(a) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation, sale of assets or otherwise) to
all or substantially all of the business and/or assets of the Company to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such
succession had taken place.
(b) This Agreement is a personal contract and the rights and interest
of the Executive hereunder may not be sold, transferred, assigned, pledged,
encumbered, or hypothecated by him, except as otherwise expressly permitted by
the provision of this Agreement. This Agreement shall inure to the benefits of
and be enforceable by the Executive and his personal or legal repre sentatives,
executors, administrators, successors, heirs, distributees, devises and
legatees. If the Executive should die while any amount would still be payable
to him hereunder had the Executive continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the term of this
Agreement to his devisee, legatee or other designee or, if there is no such
designee to his estate.
16. Confidentiality and Non-Competition Covenants.
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(a) The Executive covenants and agrees that he will not at any time
during and after the end of the Term, directly or indirectly, use for his own
account, or disclose to any person, firm or corporation, other than authorized
officers, directors, agents and employees of the Company or its subsidiaries,
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Confidential Information (as hereinafter defined) of the Company. As used
herein, "Confidential Information" of the Company means information of any kind,
nature or description which is disclosed to or otherwise known to the Executive
as a direct or indirect consequence of his association with the Compa ny, which
information is not generally known to the public or in the businesses in which
the Company is engaged.
(b) The Executive further covenants and agrees that in the event,
after the expiration of the first six (6) months of the Term, he shall (i)
voluntarily resign (for Good Reason or otherwise), (ii) be terminated for Cause
or Disability or (iii) be terminated not for Cause but upon a good faith
determination by the Board that the Executive's performance has been materially
deficient, then the Executive shall not engage in competition with the Company
for a period of one (1) year thereafter. For purposes of this Agreement,
"engaging in competition" shall mean becoming employed or retained by or
consulting with any airline or air carrier whose primary business is operating
long haul transcontinental or interna tional flights utilizing Boeing 747 or
similar large aircraft for the carriage of passengers, cargo or both on routes
now or hereafter served by the Company on a scheduled or non-scheduled basis,
charter or otherwise (including charters for the military or the carriage of
Hadj pilgrims.)
17. Entire Agreement. This Agreement contains all the under
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standings between the parties hereto pertaining to the matters referred to
herein, and supersedes all undertakings and agreements, whether oral or in
writing, previously entered into by them with respect thereto. The Executive
represents that, in executing this Agreement, he does not rely and has not
relied upon any representation or statement not set forth herein made by the
Company with regard to the subject matter, bases or effect of this Agreement or
otherwise.
18. Amendment or Modification Waiver. No provision of this Agreement
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may be amended or waived unless such amendment or waiver is agreed to in
writing, signed by the Executive and by a duly authorized officer of the
Company. No waiver by any party hereto of any breach by another party hereto of
any condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of a similar or dissimilar condition or provision at
the same time, any prior time or any subsequent time.
19. Arbitration. Any dispute or controversy arising under or in
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connection with this Agreement shall be settled exclusively by arbitration in
New York, New York in accordance with the rules of the American Arbitration
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Association then in effect. The Company shall pay all costs arising out of or
relating to such proceeding. Judgment may be entered on the arbitrator's award
in any court having jurisdiction.
20. Indemnification: Legal Fees. The Company shall indemnify the
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Executive and hold him harmless from any cost, expense or liability arising out
of or relating to any acts or decisions made by him, or in the course of
performing services hereunder, within the scope of his employment hereunder,
provided such acts or decisions are taken or made in good faith. The Company
shall bear, or reimburse the Executive for, all legal fees incurred by him in
connection with entering into this Agreement, and shall pay all legal fees and
other fees and expenses which the Executive may incur with respect to claims
arising under or in connection with this Agreement regardless of the outcome
thereof.
21. No Set Off. The Company's obligations to make the payments
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provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against the
Executive or others. The Company agrees to pay, to the full extent permitted by
law, all legal fees and expense incurred by the Executive, which the Executive
may reasonably incur as a result of any contest (regardless of the outcome
thereof) by the Compa ny or others of the validity or enforceability of, or
liability under, any provision of this Agreement or any guarantee of performance
thereof (including as a result of any contest by the Executive about the amount
of any payment pursuant to Section 14(h)-(k) of this Agreement), plus in each
case interest at the applicable federal rate provided for in Section 7872(f)(2)
of the Internal Revenue Code of 1986, as amended.
22. Notices. Any notice to be given hereunder shall be in writing
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and shall be deemed given when delivered personally, sent by courier or telecopy
or registered or certified mail, postage prepaid, return receipt requested,
addressed to the party concerned at the address indicated below or to each other
addressed as such party may subsequently give notice of hereunder in writing:
To Executive at:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
To the Company at:
Tower Air, Inc.
Hangar No. ▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Chief Executive Officer
Any notice delivered personally or by courier under this Section 23 shall
be deemed given on the date delivered and any notice sent by telecopy or regis
tered or certified mail, postage prepaid, return receipt requested, shall be
deemed given on the data telescoped or mailed.
23. Severability. If any provision of this Agreement or the
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application of any such provision to any party or circumstances shall be deter
mined by any court or competent jurisdiction to be invalid and unenforceable to
any extent, the remainder of this Agreement or the application of such provision
to such person or circumstances other than those to which it is so determined to
be invalid and unenforceable, shall not be affected thereby, and each other
provision hereof shall continue to be valid and shall be enforceable to the
fullest extent permitted by law.
24. Survivorship. The respective rights and obligations of the
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parties hereunder shall survive any termination of this Agreement to the extent
necessary to the intended preservation of such rights and obligations.
25. Governing Law. This agreement will be governed by and construed
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in accordance with the laws of the State of New York, without regard to its
conflicts of laws principles.
26. Headings. All descriptive headings of sections and paragraphs in
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this Agreement are intended solely for convenience, and no provision of this
Agreement is to be construed by reference to the heading of any section or
paragraph.
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27. Withholding. All payments to the Executive under this Agreement
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shall be reduced by all applicable withholding required by federal, state or
local law.
28. Counterparts. This Agreement may be executed in counter parts,
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each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto may be executed this Agreement
as of the date first above written.
TOWER AIR, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇.▇▇▇▇▇▇▇▇
Title: Chairman and Chief
Executive Officer
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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EXHIBIT A
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PERFORMANCE TARGETS
[TO COME]
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[To be prepared on Tower Air, Inc. Letterhead]
PERSONAL & CONFIDENTIAL
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January 6, 1998
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇▇▇:
We have discussed the possibility of Tower Air, Inc. (the "Company")
considering acquiring an interest in, or forming a code sharing or other
alliance with, one of the domestic regional airlines that you have been in
negotia tions with, such as Kiwi, Vanguard, Mesa, Eastwind or Nations Air,
and/or pursuing an arrangement with the Government of the Dominican Republic
concerning the re-establishment of a new Dominican national flag carrier. In
the event the Company decides not to proceed with an arrangement with one of the
domestic carriers or to pursue the Dominican Republic opportunity, the Company
agrees that, subject to the provisions of your Employment Agreement, you may
make an investment in, and/or become a director of, one or more of these
entities.
Very truly yours,
TOWER AIR, INC.
By ______________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chairman and Chief
Executive Officer
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