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Executive Employment Agreement

Executive Employment Agreement

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Date: 9/30/2010
Industry: Aerospace and Defense     Sector: Capital Goods

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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 to senior executives of the Company generally.

5. Termination .

(a)  If the Executive’s employment is terminated for any reason, the Executive shall be entitled to the Base Salary and reasonable business expenses incurred but not yet reimbursed through the date of such termination. Subject to the Executive’s execution of a general release and waiver in standard Company form, Executive shall also be entitled to the following:

(b)  Options . If the Executive’s employment is terminated for any reason, Executive shall be entitled to retain and exercise all vested stock options for a period of three years.

(c)  Death or Disability . The employment of the Executive under this Agreeme

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