EXHIBIT 10.1
EMPLOYMENT AGREEMENT
This is an Agreement made and entered into as of January 4,
2006,
between AIR
METHODS CORPORATION, a Delaware corporation (the
"Company"), and
Michael D.
Allen (the "Executive").
RECITALS
Executive is presently
employed by the Company and has been since the
year 1992.
As of the date of this Agreement, the
Executive has been appointed
to the position of Senior Vice President, Air Medical Services.
The Company and
the Executive desire
to set forth in this Agreement the terms and conditions of
the Executive's continued employment by the Company, effective as
the date first
set forth above.
AGREEMENT
In consideration of
the mutual promises contained herein, the receipt
and sufficiency
of which are hereby acknowledged, the
parties hereby agree as
follows:
1.
Employment; Position;
Term. The Company hereby employs the
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Executive, and the
Executive hereby accepts employment with the Company, in the
capacity of Senior
Vice President, Air Medical Services. Subject to Section 4,
the term of the Executive's employment under this
Agreement shall be through
December 31, 2006.
The term of this
Agreement shall be extended for successive
one-year periods on
January 1 of each year beginning January 1, 2007, unless on
or before three months prior to any such renewal date the Company or
the
Executive provides
written notice to the other of its or his
intention not to
renew.
2.
Duties,
Responsibilities and
Authority.
In his capacity as
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Senior Vice
President,
Air Medical Services,
the Executive shall have primary
responsibility for
the management of the hospital based operations of the
Company, which shall be conducted in accordance with policies
established by the
Company's board
of directors (the
"Board"). The
Executive shall report to and
be subject
to the direction and control of the Chief
Operating Officer.
The
Executive shall
devote his full
professional and managerial time and effort to
the performance
of his duties as Senior Vice
President, Air Medical Services,
and he shall not engage in any other
business activity or activities which, in
the mutual
judgment of the
Executive and the Board, do, in fact, conflict with
the performance
of his duties under this Agreement.
3.
Compensation.
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(a)
Salary. For
services rendered
under this Agreement, the
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Company shall
pay the Executive a salary of $180,000 per annum.
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(b)
Annual Review
and Salary Adjustment. The Executive's
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salary will not be subject to adjustment during the initial
calendar year of the
Agreement. The
Executive's
first salary review shall occur prior to
December
31, 2006, and, as appropriate, his salary shall be adjusted
effective January 1,
2007 and shall be reviewed annually thereafter during the term of this
Agreement.
(c)
Stock Options.
The Executive may participate in
equity
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compensation programs
of the Company in accordance with the policies applicable
to other officers of the Company upon such
terms as the administrators of such
programs in
their discretion determine.
(d)
Benefits and
Vacation. The Executive shall be
eligible
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to participate in such
insurance programs (health, disability, or life) or such
other health,
dental, retirement, or
similar employee benefits programs as the
Board may approve, on a basis comparable to that available to other
officers and
executive employees of the Company. The Executive shall be entitled to
four (4)
weeks of paid vacation per year. The Executive may accumulate up to
one and
one-half times
his annual vacation
accrual rate at any one time. The value of
any unforfeited,
accrued but unused
vacation time shall be paid in cash to the
Executive upon
termination
of his employment for any reason.
(e)
Reimbursement of
Expenses. The Company shall reimburse
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the Executive
for all reasonable out-of-pocket expenses incurred by the
Executive in
connection with the business of the Company and in the
performance
of his duties under this Agreement upon the Executive's
presentation to the
Company of
an itemized accounting of such
expenses with reasonable supporting
data.
4.
Termination. Either
party may terminate the Executive's
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employment under
this Agreement,
without cause, upon ninety (90) days' written
advance notice
to the other party, but subject to
the provisions of Section 7
hereof. The
Company may terminate the Executive's
employment for "Cause" (as
hereinafter defined)
immediately upon written notice stating the basis for such
termination. "Cause"
for termination of the Executive's
employment shall only
be deemed to exist if the Executive has breached this
Agreement and if such
breach continues
or recurs more than 30 days after notice from the
Company
specifying the
action which constitutes the breach and demanding its
discontinuance,
exhibited willful
disobedience of reasonable directions of the
Chief Executive
Officer or the Board, or committed gross malfeasance in
performance of his
duties hereunder or acts resulting in an indictment charging
the Executive
with the commission of
a felony; provided that the commission of
acts resulting
in such an indictment
shall constitute Cause only if a majority
of the directors who
are not also subject to any such indictment determine that
the Executive's conduct was willful and has substantially adversely
affected the
Company or
its reputation.
A material failure to
perform his duties hereunder
that results from the
disability of the Executive shall not be considered Cause
for his termination.
5.
Disability. If
the Executive shall be prevented by illness,
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accident, or
other incapacity from properly performing his duties
hereunder
(and, if required by the Company, upon the
furnishing of evidence satisfactory
to the Company of such disability), the
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Company shall,
during the continuance of his disability but only for the
remaining term
of this Agreement or six (6) months,
whichever is greater, pay
the Executive his compensation payable under the provisions of
Section 3 (above)
and continue
to provide the Executive all other benefits
provided hereunder,
provided that
any amount received during such time by the Executive
under a
disability insurance policy carried by the Company shall be
credited against the
compensation due to
the Executive. As used
herein, the term "disability" shall
mean the complete and total inability of the Executive, due to
illness, physical
or comprehensive mental impairment to substantially perform all of
his duties as
described herein
for a consecutive period of thirty (30) days or more.
6.
Death. In the event of
the death of the Executive, except with
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respect to
any benefits which have accrued and have not been paid to the
Executive hereunder, the provisions of this Employment Agreement
shall terminate
immediately. However,
the Executive's estate shall have the right to
receive
compensation due
to the Executive as of and to the date of his death
and,
furthermore, to
receive an additional amount equal to one-twelfth (1/12) of the
Executive's annual compensation then in effect as specified in
Section 3, above.
7.
Severance Pay.
Subject to the conditions set forth below,
in
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the event that the Executive's employment is
terminated by the Com
