EXH 10.18
EMPLOYMENT AGREEMENT
For and in consideration of the commitments set forth herein, MARC
ANDERSON,
("Employee") and AeroCentury Corp. (the"Company") agree as
follows:
1.
Position and Duties
(a) The Company agrees to employ the Employee and Employee agrees
to
be employed by the Company in the capacity of Chief Operating
Officer and Senior
Vice President in the event any of the following occur:
(1) the Company terminates the Management Agreement
currently in effect between the Company and
JetFleet Management Corp. ("JMC") (hereinafter "the Management
Agreement"); or
(2) there is a "Change in Control" (as defined below) in
the Company.
Employee's employment with the Company shall begin on the date of
the
termination of the Management Agreement, or the date that the
Change in Control
is completed (hereinafter "Effective Date of Employment"). Employee
shall be
given such duties, responsibilities and authorities as are
appropriate to his
position. Employee shall have the option, at his sole discretion,
to decline
employment if (i) there is a Change in Control or (ii) the
termination of the
Management Agreement described in clause (1) above is not in
connection with the
acquisition of JMC by the Company. However, if Employee declines
employment
following a given Change in Control, he shall not forfeit his
employment rights
with respect to any subsequent Change in Control. "Change in
Control" shall mean
the occurrence of any of the following events, after the date on
which this
Agreement is executed:
(i) Any person or entity other than Employee or Neal D. Crispin
is or becomes the beneficial owner, directly or indirectly, of
securities of the
company representing 25% or more of the combined voting power of
the Company's
then-outstanding securities other than in connection with the
issuance of
additional securities by the Company for capital-raising
purposes;
(ii) There occurs a merger or consolidation of the Company with
any other corporation or entity, other than 1) a merger or
consolidation which
would result in the voting securities of the Company's outstanding
immediately
prior thereto continuing to represent (either by remaining
outstanding or by
being converted into voting securities of the surviving entity)
more than 85% of
the combined voting power of the voting securities of the Company
or such
surviving entity outstanding immediately after such merger or
consolidation or
2) a merger or consolidation effected to implement a
recapitalization of the
Company (or similar transaction) in which no person or entity
acquires more than
85% or more of the combined voting power of the Company's then
outstanding
securities; or
(iii) The Company sells or disposes of substantially all or a
significant portion of its assets in a series of transactions not
recommended by
JMC. For purposes of this subsection, a sale of a "significant
portion" of the
assets of the Company shall mean a sale or other disposition in a
single
transaction or a series of related transactions of 25% or more of
the assets
(based on fair market value) of the Company.
(b) Initial Term. The Company agrees to continue the Employee's
employment, and the Employee agrees to remain in employment with
the Company,
from the Effective Date of Employment, until the earliest of:
(1) December
31, 2007; or
(2) The date of the Employee's death or when the Employee's
employment
terminates pursuant to Section 4 below.
2.
Compensation and Expense Reimbursement
(a) Base Salary. During the term of employment under this
Agreement,
the Company agrees to pay the Employee as compensation for services
a Base
Salary at the annual rate of $250,000, or at such higher salary
rate that was
payable immediately prior to the Effective Date of Employment under
Employee's
Employment Agreement with JMC ("JMC Agreement"), a copy of which is
attached
hereto as Exhibit A. Such salary shall be payable in accordance
with the
standard payroll procedures of the Company.
(b) Expense Reimbursements. The Company shall reimburse Employee
for
reasonable travel and other business expenses incurred by Employee
in the
performance of his duties hereunder.
(c) Signing Bonus. Upon effectiveness of Employee's employment with
the
Company under Section 1(a), the Company shall pay Employee a
one-time cash bonus
of $50,000.
3. Benefits.
During the term of employment under this Agreement, the Employee
shall be
eligible to participate in the employee benefit plans and executive
compensation
and fringe benefit programs maintained by the Company, including
(without
limitation) savings, pension or profit-sharing plans, deferred
compensation
plans, stock option, incentive or other bonus plans, life,
disability, health,
accident and other insurance programs, paid vacations, automobile
and similar
plans or programs, subject in each case to the generally applicable
terms and
conditions of the plan or program in question and to the discretion
and
determinations of any person, committee or entity administering
such plan or
program. The Company shall pay through theterm of this Agreement
the annual life
insurance premiums insuring ANDERSON'S life to Banner Life
Insurance Company
(Policies No. 17B020176 and 17B024184.
4. Term
of Agreement
The Term of this Agreement, and the term of Employee's employment
with the
Company, shall be the period beginning on the Effective Date of
Employment and
ending on December 31, 2007, unless terminated earlier as set forth
below:
(a) Termination By The Company for Cause. The Company may
terminate
Employee's employment at any time, for Cause by giving Employee
immediately
effective written notice. For all purposes under this Agreement,
"Cause" shall
mean (1) a willful failure by the Employee to substantially perform
the
Employee's duties under this Agreement, other than a failure
resulting from the
Employee's complete or partial incapacity due to physical or mental
illness or
impairment, (2) a willful act by the Employee that constitutes
gross misconduct
and that is materially injurious to the Company, (3) a willful
breach by the
Employee of a material provision of this Agreement or (4) a
material and willful
violation of a federal or state law or regulation applicable to the
business of
the Company that is materially and demonstrably injurious to the
Company. No
act, or failure to act, by the Employee shall be considered
"willful" unless
committed without good faith and without a reasonable belief that
the act or
omission was in the Company's best interest.
However, if such Cause is reasonably curable, the Company shall not
terminate
the Employee's employment hereunder unless the Company first gives
written
notice of its intention to terminate and of the grounds for
suc
