Exhibit 10.2
TIME SHARING
AGREEMENT
THIS TIME SHARING AGREEMENT (the
“Agreement”) is made and entered into this 28th day of
January, 2009, by and between Altria Client Services Inc., with an
address of 6601 West Broad Street; Richmond, VA 23230
(“Operator”) and Michael E. Szymanczyk, with an address
of 6601 West Broad Street; Richmond, VA 23230
(“User”).
WITNESSETH, that
WHEREAS, Operator owns the aircraft
more particularly described on Exhibit A attached hereto
(collectively, the “Aircraft”);
WHEREAS, Operator employs a fully
qualified flight crew to operate the Aircraft; and
WHEREAS, Operator desires to lease
said Aircraft with flight crew to User and User desires to lease
said Aircraft and flight crew from Operator on a time sharing basis
pursuant to Section 91.501(b)(6) of the Federal Aviation
Regulations (the “FARs”).
NOW THEREFORE, Operator and User
declaring their intention to enter into and be bound by this
Agreement, and for the good and valuable consideration set forth
below, hereby covenant and agree as follows:
1. Operator agrees to lease the
Aircraft to User pursuant to the provisions of FAR 91.501(b)(6) and
to provide a fully qualified flight crew for all operations on a
non-continuous basis commencing on the first date set forth
hereinabove and continuing unless and until terminated. Either
party may terminate this Agreement by giving thirty (30) days
written notice to the other party.
2. User shall pay Operator for each
flight conducted under this Agreement the actual expenses of each
specific flight, including the actual expense of any
“deadhead” flights made for User, as authorized by FAR
Part 91.501(d). The expenses authorized by FAR Part 91.501(d)
include:
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(a)
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Fuel, oil,
lubricants and other additives.
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(b)
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Travel expenses
of the crew, including food, lodging and ground
transportation.
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(c)
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Hangar and tie
down costs away from the Aircrafts’ base of
operations.
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(d)
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Insurance
obtained for the specific flight.
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(e)
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Landing fees,
airport taxes and similar assessments.
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(f)
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Customs, foreign permit and
similar fees directly related to the
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(g)
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In flight food
and beverages.
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(h)
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Passenger
ground transportation.
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(i)
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Flight planning
and weather contract services.
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In addition, User shall pay Operator
for each such flight and “deadhead” flight the costs of
engine maintenance, aircraft cleaning, and, if applicable, any
contracted (temporary) flight crew, which cost shall not exceed
100% of the expenses listed in subparagraph (a) of this
paragraph, as authorized by FAR 91.501(d).
3. User agrees to pay any federal
transportation excise tax (“FET”) due on the fees set
forth in paragraph 2 above. FET is currently imposed at a rate of
7.5% of the amount paid for taxable transportation, with an
additional fee of $3.60 per passenger per segment. For certain
international flights, the tax is instead imposed as a per
passenger international facilities fee currently at the rate of
$16.10 per passenger per arrival to or departure from the United
States. In addition, there are special rules for flights to and
from Alaska and Hawaii. The per passenger fees are periodically
updated by the IRS. Operator shall include the appropriate FET
amount on each invoice. Operator shall be responsible for
collecting, reporting and remitting FET to the U.S. Internal
Revenue Service.
4. Operator will pay all expenses
related to the operation of the Aircraft when incurred. Operator
will provide an invoice to User for the fees described herein
within 30 days of the last flight of a particular trip. User shall
pay Operator for said expenses within thirty (30) days of
receipt of the invoice therefore.
5. User will provide Operator with
requests for flight time and proposed flight schedules as far in
advance of any given flight as possible. Requests for flight time
and proposed flight schedules shall be made in compliance with
Operator’s scheduling procedures. In addition to proposed
schedules and flight times, User shall provide at least the
following information for each proposed flight at some time prior
to scheduled departure as required by Operator or Operator’s
flight crew.
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(a)
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Proposed
departure point;
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(c)
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Date and time
of flight;
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(d)
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The number and
names of anticipated passengers;
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(e)
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Designation of
each passenger’s trip purpose (personal or
business);
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(f)
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The nature and
extent of unusual luggage and/or cargo to be carried;
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(g)
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The date and
time of a return flight, if any; and
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(h)
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Any other
information concerning the proposed flig
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