EXECUTIVE EMPLOYMENT AGREEMENT
This Employment Agreement (this
“ Agreement ”) is entered into as of
September , 2010 (the “ Effective
Date ”), between U.S. Aerosapace, Inc., a Delaware
corporation (the “ Company ”) and James Worsham
(the “ Executive ”).
1. Employment.
(a) Subject to the
terms and conditions contained herein, the Company agrees to employ
the Executive, and the Executive accepts such employment commencing
on the Effective Date and continuing for an initial period of one
year, subject to extension as mutually agreed between the parties
(the “ Employment Term ”).
(b) The Executive shall
have the title of Chief Executive Officer (CEO) of the
Company, reporting to the Board of Directors of the Company (the
“ Board ”). Executive shall have the authority
and responsibility normally inherent in such capacity in public
corporations of similar size and character. In addition, the Board
shall nominate Executive to serve as a member of the Board.
Executive will devote at least 30 hours per week to the business
and affairs of the Company.
(c) So long as the
Executive is employed by the Company, Executive shall not, without
the written consent of the Company, render or perform services of a
business, professional, or commercial nature, either alone or as an
employee, consultant, director, officer, or partner of another
business entity, whether or not for compensation, which is similar
to, competitive with, or adverse to the business or welfare of the
Company.
(d) Notwithstanding the
foregoing, Executive shall have the right to devote a portion of
his business time to personal investments, civic commitments, the
Southern California Logistics Airport (SCLA) School of
Aviation Technology, and other activities related to SCLA that are
not competitive with the Company’s business.
2. Location of Employment. The
Executive’s principal place of employment shall be at the
executive offices of the Company. Provided, however, that the
Executive may work out of any other office location within Southern
California at Executive’s own expense. The Company shall
provide Executive with telephone, computer, secretarial and
professional staff support at Company’s expense for any
location desired by Executive.
3. Standard Agreements . The
Company and Executive shall execute and Executive shall be a party
to the Company’s standard form of (a) Indemnification
Agreement, (b) Code of Ethics, and (c) Confidentiality
Agreement. The Executive shall abide by all of the policies and
procedures of the Company applicable to officers, directors and
employees of the Company, including all policies forth in the
standard Employee Manual.
4. Compensation .
(a) Base
Salary . In exchange for full performance of the
Executive’s obligations and duties under this Agreement, the
Company shall pay the Executive an annual base salary (the
“Base Salary”) equal to $100,000.00, payable in
installments quarterly or in accordance with the Company’s
standard payroll practices. The Base Salary may be modified each
anniversary as mutually agreed between the parties. In addition,
the Compensation Committee of the Board may at any time, in its
sole discretion, increase the Base Salary based upon the
performance of the Executive, the financial condition of the
Company, and such other factors as the Board determines.
(b) Performance
Bonuses . Upon achieving increased sales, revenues, or
earnings, entering into sales or strategic cooperation agreements,
or other improvements in the business or financial performance of
the Company, Executive may receive cash bonuses as the Compensation
Committee may, in its sole discretion, determine to be reasonable
and appropriate.
(c) Stock
Options . On the Effective Date, the Company shall grant
the Executive a non-transferable option to purchase two million
(2,000,000) shares of common stock of the Company (the “
Option ”) at a price equal to $.08 per share. Half the
Option shall vest in four equal installments of one third (333,333
shares) each, the first 10 days after the Effective Date and
the remaining three on each of the first and second anniversaries
of the Effective Date, subject to the Executive’s continued
employment or Board service through the applicable vesting dates.
Half of the Option shall vest pro rata from time to time, upon
achieving milestones and performance targets mutually agreed
between Executive and the Compensation Committee.
(d) Business
Expenses . During the Executive’s employment under
this Agreement, the Executive shall be reimbursed by the Company
for reasonable, necessary and customary business expenses actually
incurred or paid by the Executive, consistent with the policies of
the Company, in rendering to the Company the services provided for
in this Agreement, upon presentation of expense statements or such
other supporting information as is consistent with the policies of
the Company. Executive shall be subject to the Company’s
travel policy as applicable to senior Company executives, except
that Executive shall be entitled to book business class
tickets for all international flights.
(e) Employee
Benefits . During the Executive’s employment under
this Agreement, the Executive shall be entitled to participate in a
Company dental plan, and any other benefit plans which may be
available from time to time
