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Exhibit
10.1
EMPLOYMENT AGREEMENT
This
is an Agreement made and entered into as of February 22, 2008,
between AIR METHODS CORPORATION, a Delaware corporation (the
“Company”), and Paul Tate (the
“Executive”).
RECITALS
The
Company wishes to employ the Executive in the executive
positions described below, and the Executive wishes to accept
such employment. The Company and the Executive
desire to set forth in this Agreement the terms and conditions
of the Executive’s employment by the Company, effective
as the date hereof.
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 Executive, and the Executive hereby accepts employment
with the Company, in the capacity of Chief Operating
Officer. Subject to Section 4, the term of the
Executive’s employment under this Agreement shall be for
one (1) year, beginning March 31, 2008 (the “Start
Date”). The term of this Agreement shall be
extended for successive one-year periods on March 1 of each
year beginning March 1, 2009, 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 Chief Operating Officer, the Executive shall have
primary responsibility for the overall operation and the
day-to-day management of the business of the
Company. In the absence or of the Chief Executive
Officer, the Chief Operating Officer shall assume and
discharge the responsibilities of that office. In this
capacity, he shall also perform such other duties as are
prescribed by applicable law and the Company’s bylaws
for the office which the Executive shall hold pursuant to this
Agreement, all of which responsibilities shall be discharged
in accordance with policies established by the Company’s
Board of Directors (the “Board”). In
his capacity as Chief Operating Officer, the Executive shall
report to the Chief Executive Officer and be subject to the
additional direction and control of the Board. The
Executive shall devote his full professional and managerial
time and effort to the performance of his duties as Chief
Operating Officer, 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
.
(a)
Salary
. For services rendered under this Agreement, the
Company shall pay the Executive a salary of $295,000 per annum
(as adjusted pursuant to Section 3(b), the
"Salary").
(b)
Annual Review
and Salary Adjustment . The
Executive’s salary will not be reviewed during the
calendar year 2008. The Executive’s first
salary review shall be for the period ending December 31,
2009, and, as appropriate, his salary shall be adjusted
effective January 1, 2009 and shall be reviewed annually
thereafter during the term of this Agreement.
(c)
Bonus
. In addition to the Salary, the Executive shall be
eligible to receive an annual bonus for each year of his
employment ending on and after December 31, 2008, as
determined by the Board or by the Chief Executive Officer if
and to the extent the authority to make such determination is
delegated by the Board to the Chief Executive
Officer.
(d)
Equity
Awards .
(i) The
Executive may participate in stock option 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.
(ii)
Options .
As additional consideration for the Executive’s
performance of services hereunder, effective upon the Start
Date, the Company hereby issues to the Executive, under and
subject to the Company’s 2006 Equity Compensation Plan
(the “Plan”), options (the “Options”)
to purchase 25,000 shares of the Company’s common stock,
par value $0.06 per share (the “Common
Stock”). It is intended that the maximum
amount of these Options as permitted under law shall qualify
as an “incentive stock option” under Section 422
of the Internal Revenue Code of 1986, as amended (the
“Code”), and to the extent that all or any portion
of the Options do not so qualify, the Options shall be treated
as non-qualified options. The Options shall have an
exercise price equal to the Fair Market Value of the Common
Stock (as such term is defined in the Plan) on the Start Date
(subject to customary adjustments for stock splits and stock
dividends) and shall expire on the tenth (10th) anniversary of
the Start Date. The Options shall vest and become exercisable
one-third (1/3) on each anniversary of the Start
Date.
(iii)
Restricted
Shares . As additional consideration for the
Executive’s performance of services hereunder, effective
upon the Start Date, the Company hereby issues to the
Executive, under and subject to the Plan, 3,500
restricted shares of Common Stock (the “Restricted
Shares”). The Executive’s rights with respect to
the Restricted Shares shall remain forfeitable at all times
prior to the dates set forth below (each a “Lapse
Date”):
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Number of Shares
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Lapse Date
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1,166
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1
st
anniversary of Start Date
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1,166
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2
nd
anniversary of Start Date
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1,167
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3
rd
anniversary of Start Date
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provided however ,
that, notwithstanding anything to the contrary in the Plan, the
Executive shall not be entitled to sell the Restricted Shares until
the first (1 st
) anniversary following the Lapse Date applicable
thereto.
(e)
Benefits and
Vacation . The Executive shall be eligible
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 senior officers
and executive employees of the Company, including such
long-term disability benefits as may be available to other
executive officers 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.
(f)
Reimbursement of
Expenses . The Company shall reimburse 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
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
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
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