Exhibit 10.39
TIME SHARING
AGREEMENT
This Time Sharing Agreement (the
“Agreement”) is effective as of [date] by and between
The PNC Financial Services Group, Inc., a Pennsylvania corporation,
with offices at [address] (“Lessor”), and
[employee’s name], with a business address of [address]
(“Lessee”);
RECITALS
WHEREAS, Lessor is the
[owner]/[lessee] of that certain [aircraft model description(s)]
aircraft bearing the United States Registration Number
[registration number(s)] and Manufacturer’s Serial Number
[serial number(s)] (being referred to as [registration number(s)]
or the “Aircraft”);
WHEREAS, Lessor employs a fully
qualified flight crew to operate the Aircraft; and
WHEREAS, Lessor and Lessee desire to
lease said Aircraft with flight crew on a non-exclusive
time-sharing basis as defined in Section 91.501
(c) (1) of the Federal Aviation Regulations
(“FAR”);
The parties agree as
follows:
1. Lessor agrees to
lease the Aircraft to Lessee pursuant to the provisions of FAR
91.501 (c) (1) and to provide a fully qualified flight
crew for all operations. This Agreement shall commence on a date to
be specified by Lessor and communicated to the Lessee in writing
(the “Effective Date”), and continue for the remaining
portion of the Calendar Year (“Calendar Year” being
defined as the period beginning January 1
st
of each year and
ending December 31 st of the same year). Thereafter,
this Agreement may be renewed by Lessor upon the designation of a
new Effective Date (the “New Effective Date”), in each
subsequent Calendar Year, in which case this Agreement shall
continue on from the New Effective Date for the remaining portion
of that Calendar Year. Except as otherwise provided in
Section 9, either party may at any time terminate this
Agreement upon thirty (30) days written notice to the other
party.
2. Lessee shall pay Lessor the
actual expenses of each flight conducted under this Agreement, but
NO MORE THAN the actual expenses of each specific flight as
authorized by FAR Part 91.501 (d). Such expenses will
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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Time Sharing Agreement
Between The PNC Financial Services Group, Inc.
and
[employee name]
Page 1 of 8
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(c)
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Hangar and tie
down costs away from the Aircraft’s base of
operation;
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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
flight;
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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; and
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(i)
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Flight planning
and weather contract services.
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3. Lessor will pay all expenses
related to the operation of the Aircraft when incurred, and will
provide an invoice to Lessee for the expenses enumerated in
paragraph 2 above within ten business days of the last day of the
month in which any flight or flights for the account of Lessee
occur. Lessee shall pay Lessor for said expenses within thirty
(30) calendar days of receipt of the invoice
therefor.
4. Lessee will provide Lessor 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
twenty-four (24) hours in advance of Lessee’s planned
departure. Requests for flight time shall be in a form, whether
written or oral, mutually convenient to, and agreed upon by the
parties. In addition to the proposed schedules and flight times,
Lessee shall provide at least the following information for each
proposed flight at some time prior to scheduled departure as
required by the Lessor or Lessor’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 of
anticipated passengers;
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(e)
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the nature and
extent of luggage and/or cargo to be carried;
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(f)
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the date and
time of return flight, if any; and
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(g)
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any other
information concerning the proposed flight that may be pertinent or
required by Lessor or Lessor’s flight crew.
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Time Sharing Agreement
Between The PNC Financial Services Group, Inc.
and
[employee name]
Page 2 of 8
5. Lessor shall have final authority
over the scheduling of the Aircraft; provided, that Lessor will use
its best efforts to accommodate Lessee’s needs and to avoid
conflicts in scheduling, consistent with the Lessor’s use of
the Aircraft in connection with its business operations. Lessor
shall have no obligation under this Agreement to arrange for or to
provide air travel in the event that the Aircraft is unavailable to
satisfy Lessee’s requests for flight time.
6. Lessor shall be solely
responsible for securing repairs, maintenance, preventive
maintenance and required or otherwise necessary inspections of the
Aircraft, and shall take such requirements into account in
scheduling the Aircraft. No repair, period of maintenance,
preventive maintenance, or inspection shall be delayed or postponed
for the purpose of scheduling the Aircraft, unless said repair,
maintenance, or inspection can be safely conducted at a later time
in compliance with all applicable laws and regulations, and within
the sound discretion of the pilot in command. The pilot in command
shall have final and complete authority to delay or cancel any
flight for any reason or condition which in his judgment would
compromise the safety of the flight. No such action of the pilot in
command shall create or support any liability for loss, injury,
damage, or delay to Lessee or any other person.
7. Lessor shall employ, p
