Exhibit 10.1
AIRCRAFT TIME
SHARING
AGREEMENT
This Aircraft Time Sharing Agreement
(“Agreement”) is entered into this 21 st day
of December, 2006, between General Mills Sales, Inc., whose
principal address is Number One General Mills Boulevard,
Minneapolis, Minnesota 55426 (hereinafter referred to as
“Operator”) and Stephen W. Sanger, whose principal
address is Number One General Mills Boulevard, Minneapolis,
Minnesota 55426 (hereinafter referred to as
“Lessee”).
RECITALS
WHEREAS , Operator has operational control of certain
civil aircraft set forth on Exhibit A of this Agreement (herein
after referred to collectively as the “Aircraft” and
each individually as an “Aircraft”), and
WHEREAS , Operator employs a fully qualified flight crew
to operate the Aircraft, and
WHEREAS , Operator and Lessee desire to lease said
Aircraft and flight crew on a Time Sharing basis as defined in
Section 91.501(c)(1) of the Federal Aviation Regulations
(“FAR”) on such terms and conditions as are mutually
satisfactory to both parties.
The parties agree as follows:
TERM
This Agreement shall commence on
December 21, 2006, and continue until such time as Operator or
Lessee terminates this Agreement. Either party may at any time
terminate this Agreement upon thirty (30) days’ written
notice to the other party.
LEASE OF AIRCRAFT
Lessee shall pay Operator for
expenses related to each flight in the amounts allowed under FAR
91.501(d) for each specific flight. These expenses shall be limited
to:
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1)
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Fuel, oil, lubricants and other
additives.
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2)
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Travel expenses of the crew, including food,
lodging and ground transportation.
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3)
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Hangar and tie down costs away from the
Aircrafts’ base of operation.
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4)
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Insurance obtained for the specific
flight.
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5)
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Landing fees, airport taxes and similar
assessments.
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6)
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Customs, foreign permit, and similar fees
directly related to the flight.
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7)
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In-flight food and beverages.
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8)
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Passenger ground transportation.
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9)
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Flight planning and weather contract
services.
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10)
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An additional charge equal to up to 100% of the
expenses listed in (1) of this paragraph.
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1
Operator shall pay all expenses
related to the operation of the Aircraft and shall provide an
invoice and bill to Lessee for the expenses enumerated in the list
above by the 15 th day of the month following the month
in which any flight or flights for the account of the Lessee occur,
or with regard to expenses that remain undeterminable as of that
date, as soon as practicable thereafter. Lessee shall pay Operator
for said expenses within 14 days of receipt of the invoice and bill
therefore.
TAXES
Lessee shall pay to Operator the
commercial Federal excise tax imposed on the transportation of
persons for flights conducted under this Agreement. Amounts due for
taxes shall be included on the invoices submitted to
Lessee.
PILOTS
Operator shall employ, pay for and
provide to Lessee a qualified flight crew for each flight
undertaken under this Agreement.
SCHEDULING
Lessee shall provide Operator with
requests for flight time and proposed flight schedules as far in
advance of any given flight as possible, and in any case, at least
24 hours prior to Lessee’s planned departure. Requests for
flight time shall be in a form, whether oral or written, mutually
convenient to, and agreed to by the parties. The Lessee shall
provide at least the following for each proposed flight prior to
scheduled departure:
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1)
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Proposed departure point;
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3)
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The date and time of flight;
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4)
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The number of anticipated passengers;
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5)
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The nature and extent of luggage;
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6)
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The date and time of a return flight;
and
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7)
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Any other information concerning the proposed
flight that may be pertinent or required by Operator or
Operator’s flight crew.
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Operator shall have final authority
over the scheduling of the Aircraft, provided, however, that
Operator will use its best efforts to resolve any conflicts in
scheduling in a fair and equitable manner.
MAINTENANCE
Operator shall be solely responsible
for securing maintenance, preventative maintenance and required or
otherwise necessary inspections on the Aircraft. The Aircraft shall
be inspected in accordance with and maintained in an airworthy
condition in accordance with applicable rules and regulations of
FAR Part 91 during the term of this Agreement. No period of
maintenance, preventative maintenance or inspection shall be
delayed or postponed for the purpose of scheduling the Aircraft for
Lessee. The pilot in command shall have final and complete
authority to cancel any flight for any reason or condition, which
in his judgment would compromise the safety of the
flight.
2
OPERATIONAL
CONTROL
At any time during which a flight is
made by or on behalf of Lessee under this Agreement, Operator shall
have possession, command and control of the Aircraft. Operator
shall have complete and exclusive responsibility for (i)
scheduling, dispatching and flight of the Aircraft on all flights
conducted pursuant to this Agreement, (ii) the physical and
technical operation of the Aircraft and (iii) the sole performance
of all flights. Operator shall have operational control of the
Aircraft for all purposes of the Federal Aviation Regulations.
Notwithstanding the foregoing, the pilot-in-command of each flight
shall have the final authority with respect to (i) the initiation
or termination of any flight, (ii) selection of the routing of any
flight, (iii) determination of the load to be carried and (iv) all
decisions relating to the safety of any flight. The parties further
agree that Operator shall not be liable for delay or failure to
furnish the Aircraft and crew pursuant to this Agreement for any
reason.
WARRANTIES
Operator makes no representations or
warranties, whether expressed or implied, other than those set
forth in this Agreement, including, but not limited to, any
warranty of merchantability or fitness for a particular purpose
with respect to the services to be perf
