EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the
“Agreement”), dated and effective as of the 1 day of
April, 2007, is entered by and between
Halcyon Jets, Inc. ,
a Nevada corporation (the “Company”), located at 336
West 37
th Street,
Eighth Floor, New York, New York 10018 and Jonathan R. Gilbert (the
“Executive”) having an address at 36 Sycamore Lane
Roslyn Heights, NY 11577. The Company and the Executive may
hereinafter be referred to individually as a “Party” or
collectively as the “Parties”.
W I T N E S S E T H:
WHEREAS ,
the Company desires to procure the services of the Executive as its
Chief Executive Officer, and the Executive desires to provide such
services to the Company, all upon the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in
consideration of the mutual promises contained herein, and for
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and intending to be legally bound
hereby, the Company and the Executive agree as
follows:
1.
Employment
The
Company agrees to employ the Executive as the Chief Executive
Officer of the Company, and the Executive accepts the
employment, on the terms and conditions hereafter set forth.
The Executive will perform his duties hereunder at the
Company’s New York City office. During the Employment
Term and any Renewal Terms, as those terms are hereinafter
defined, the Executive shall devote his best efforts,
knowledge and skill, and his full business time and efforts to
the Company’s business and affairs. The Executive will
have the rights, duties and obligations customarily associated
with the position of chief executive officer of a comparably
sized company and will report directly to the Board of
Directors of the Company.
2.
Term of Employment; Renewals;
Termination
.
2.1
Term
. The
employment hereunder shall commence on the date hereof (the
“Commencement Date”), and shall continue until the end
of the Employment Term, unless sooner terminated pursuant to the
terms of this Agreement. The “Employment Term” shall
mean the period commencing on the Commencement Date and continuing
until the third (3
rd )
anniversary of the Commencement Date.
2.2
Automatic Renewals upon Expiration of Employment
Term
. Following
the expiration of the Employment Term, this Agreement shall
automatically renew for terms of one (1) year (each, a
“Renewal Term”) unless either the Company or the
Executive provides to the other not less than thirty (30) days
notice of non-renewal prior to the expiration of the Employment
Term or any Renewal Term. In the event of such an automatic
renewal, the terms and conditions of this Agreement shall continue
to apply to each such Renewal Term.
2.3
Termination For Cause .
The employment of Executive may be terminated by the Company at any
time for Cause. For purposes of this Agreement, “Cause”
is defined as (i) the occurrence of a breach of any material
covenant contained in this Agreement by the Executive and the
failure to cure such breach after thirty (30) days prior written
notice to Executive specifying the basis of such breach; or (ii)
Executive’s willful malfeasance, gross negligence or gross or
willful misconduct in the performance of his duties hereunder after
thirty (30) days prior written notice to the Executive specifying
the basis of such neglect and the failure of the Executive to
correct such neglect; or (iii) the Executive’s theft or
embezzlement from the Company, or (iv) the Executive’s
conviction of a felony under the laws of the United States or any
state of the United States; or (v) a final order by the Securities
and Exchange Commission pertaining to the Executive that could
reasonably be expected to impair or impede the Executive from
performing the functions and duties contemplated by this Agreement.
To be effective the determination of Cause for termination of
Executive’s employment hereunder must be made by a majority
of the Board of Directors after notice to Executive and an
opportunity for Executive to be heard by the Board of
Directors.
2.4
Termination upon Death or Disability
. This
Agreement shall automatically terminate in the event of the
Executive’s death or Permanent Disability. “Permanent
Disability” is defined as physical or mental incapacity
resulting in the absence from or inability to properly perform his
duties hereunder (as determined by the Company) on a full time
basis of the Executive for one hundred, eighty (180) consecutive
days, provided the Executive has met the requirements to receive
benefits under any long term disability policy then maintained by
the Company and applicable to the Executive. Returns to work for
periods of less than one (1) week shall not toll the passing of the
time required to establish Permanent Disability hereunder. In the
event of termination due to death or Permanent Disability, the
Company shall continue to pay the Executive or his designated
beneficiary (as applicable) Executive’s Base Salary (defined
below) for twelve (12) months and continue to provide health
insurance at the Company’s expense for the Executive (if
applicable) and his family (provided an appropriate COBRA election
is made) for twelve (12) months following such termination and the
Company shall provide Executive or his designated beneficiary (if
applicable) any options and shares due him pursuant to Sections 3.6
and 3.8, but the Executive shall be entitled to no other
compensation or benefits.
2.5
Compensation upon Termination for Cause or A Resignation
Without Good Reason
. In
the event that the Executive’s employment is terminated for
Cause pursuant to the terms of Section 2.3, the Company shall only
be obligated to pay the Executive, or his legal representatives, as
the case may be, any unpaid portion of his Base Salary at the rate
herein provided, which would have been earned had the Executive
remained in the employment of the Company until the effective date
of such termination. If the Executive voluntarily terminates his
employment with the Company other than for Good Reason, then the
Executive will not be entitled to receive any compensation after
the Effective Date of the termination. Nevertheless, in the event
of a Termination for Cause or termination by the Executive without
Good Reason, Base Salary will be paid to the Executive through the
date of such termination of employment, all prior benefits, vested
shares and vested options given to Executive may be retained by the
Executive (and exercised in the time provided originally), and
Executive will be entitled to exercise his COBRA rights to continue
benefits covered by COBRA.
2.6
Compensation Upon Termination Without Cause or A
Resignation For Good Reason .
In the event the Executive’s employment is terminated by the
Company without Cause or the Executive resigns for Good Reason (as
defined in Section 2.7), then the Company shall continue to pay
Executive his Base Salary and Annual Bonus (defined below), for the
greater of the remaining period of the initial Employment Term or
for twelve (12) months following such termination, in accordance
with the Company’s then-current payroll practices. Executive
shall be permitted to retain (and exercise) any shares and options
provided him under this Agreement (the “Equity
Interests” as defined in Section 3.6), and Executive shall be
provided health insurance at the Company’s expense for the
same period (provided he makes an appropriate COBRA election). The
payment of the Base Salary and Annual Bonus due hereunder shall be
paid in accordance with the Company’s regular payroll
practices following a termination without Cause or a resignation
with Good Reason. As to the shares and options issued to or due
Executive hereunder, Executive shall continue to be able to
exercise the options and transfer the shares pursuant to the
original terms governing the grant or issuance of the shares and
options. Upon a termination of Executive’s employment without
Cause or a Resignation for Good Reason, in order to receive the
compensation and benefits provided by this Section 2.6, the
Executive shall sign and deliver to the Company (for the benefit of
the Company and its officers and directors) a general release
whereby he releases any claim by him, whether pursuant to this
Agreement or otherwise, except for the payment of his Base Salary
and Annual Bonus and vesting of Equity Interests provided in this
Section 2.6.
2.7
Executive’s Resignation for Good
Reason .
“Good Reason,” as used in this Agreement, shall mean
the resignation of Executive from employment by the Company after
any of the following events:
(a)
a
reduction in his Base Salary, Annual Bonus or
benefits;
(b)
a
diminution of his duties, responsibilities or reporting
responsibility as Chief Executive Officer of the
Company;
(c)
a
breach by the Company of any provision of this Agreement,
provided that the Executive must first give the Company
written notice of the breach and 30 days to cure the breach;
or
(d)
a
requirement that Executive spend more than 50% of his business
hours at a location other than Executive’s principal
office set forth in Section 1.
2.8
Any
payments of Base Salary, Annual Bonuses, Equity Interests and
other benefits due to Executive or his designated beneficiary
(as applicable) pursuant to Sections 2.4, 2.5 or 2.6 shall not
be subject to offset for any income or benefits Executive
receives or could receive from any other employer or any other
individual or entity after the termination of employment with
the Company.
3.
Compensation .
3.1
Base Salary
. As
compensation for the services to be rendered by the Executive
hereunder, the Company shall pay the Executive an annual base
salary (the “Base Salary) of (i) Year One (
i.e. ,
from the Commencement Date until the first Anniversary Date): Two
Hundred and Thirty Five Thousand Dollars ($235,000); (ii) Year Two:
Two Hundred Forty Six Thousand Seven Hundred Fifty Dollars
($246,750); and (iii) Year Three: Two Hundred Fifty Nine Thousand
Dollars ($259,000) paid bi-week
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