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Executive Employment Agreement

Executive Employment Agreement

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 This Executive Employment Agreement involves


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Date: 7/27/2016

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This Executive Employment Agreement (this “ Agreement ”) is made effective as of February 1, 2016 (“ Effective Date ”), by and between ASI Aviation Inc. a Nevada corporation (“ Company ”), and James P. Flynn (“ Executive ”).


The parties agree as follows:


1.     D efinitions. For the purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1.


Board ” — means the board of directors of Company.


Cause ” — means the occurrence of any of the following events during Executive’s employment under this Agreement: (a) Executive’s conviction of a felony involving fraud, misappropriation, embezzlement or dishonesty in conjunction with Executive’s duties to Company; or (b) Executive’s repeated and willful failure to perform Executive’s job duties as defined by the Board or material breach of this Agreement or the PIIA, provided, in each case, that the Board notifies the Executive of the acts deemed to constitute such repeated and willful failure or material breach in writing and Executive fails to cure such failure or breach within sixty (60) days after written notice is given.


Continuation Period ” — means a period of time commencing upon the consummation of a Liquidation Event and terminating upon the later to occur of (a) the first anniversary of the Liquidation Event and (b) the fourth anniversary of the Effective Date.


Disabilit y ” — means i f (a ) the Executiv e i s unabl e to perfor m the essential dutie s o f the Executive ’s employment du e to physica l o r emotional incapacit y o r illness , where such inabilit y i s reasonably expected to b e o f lon g - - continue d and indefinit e duratio n (i.e. , for at leas t three (3 ) months); o r (b ) the Executiv e i s entitled to (i ) disabilit y retirement benefit s unde r the federa l Socia l Securit y Act o r (ii ) recover benefit s unde r any lon g- - term disabilit y pla n o r polic y maintained b y Compan y o r the Executive.



Good Reason ” — means the occurrence of any of the following events during Executive’s employment under this Agreement: (a) any material reduction in Base Salary or target Performance Bonus(es); (b) any reduction in Executive’s duties (including title, responsibilities and/or authorities), provided, that that the Board may elect to separate the Chairman and Chief Executive Officer roles if they deem such separation is in the best interests of the stockholders without such separation constituting Good Reason; (c) requiring Executive to report to anyone other than the Board or employees of Company



or any subsidiary of Company that reported to Executive to report directly to the Board;

(d) any requirement that the Executive relocate without appropriate relocation compensation and consideration, including not requiring Executive to maintain two households, consideration of family circumstances, and providing a relocation package consistent with Company’s industry, the Executive’s position and taking into consideration Executive’s specific housing situation.


IPO ” – means (a) a firm commitment underwritten public offering of Company’s Common Stock pursuant to an effective registration statement under the Securities Act of 1933, as amended, immediately following which Company’s Common Stock is listed on a national securities exchange, or (b) another equity financing transaction by Company immediately following which Company’s Common Stock is either (i) listed on a national securities exchange, or (ii) otherwise publicly traded and listed, with material public float and trading volume, as determined in good faith by the Board.


Liquidation Event ” – means a merger, acquisition, consolidation or other transaction (other than an Equity Financing) following which the holders of Company’s outstanding voting securities prior to such transaction hold less than 50% of the outstanding voting securities of the acquiring or surviving corporation, or a sale, license or transfer of all or substantially all of Company’s assets.


Section 409A ” – means Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder.


2.   Employment . Company hereby employs Executive, and Executive hereby accepts such employment, upon the terms and conditions set forth herein.



D uties.


3.1       P osition. Executive is employed as Company’s President and shall have the duties and responsibilities as are normally related to such position, as well as such additional duties and responsibilities as may be reasonably assigned by Company’s Board of Directors (the “ Board ”) from time to time. Executive shall perform faithfully and diligently all such duties and responsibilities. Executive shall report to the Board.


3.2    Best Efforts/Full- - time . Executive shall expend Executive’s best efforts on behalf of Company, and will abide by all policies and decisions made by Company, as well as all applicable federal, state and local laws, regulations or ordinances. Executive shall act in the best interest of Company at all times. Executive shall devote Executive’s full business



time and efforts to the performance of Executive’s assigned duties for Company, unless otherwise approved in advance by the Board; provided, however, that the Executive shall be permitted to serve as a member of the board of directors or managers of up to two corporations, limited liability companies or other entities other than Company, or to participate in other advisory or charitable activities, provided further that such activities do not conflict with Company’s core business and such service does not materially interfere with Executive’s duties at Company.


4.   A t - - Will E m ploymen t . Executive ’s employment with Compan y i s at- - will and no t fo r any specifie d perio d and may b e terminated at any time with o r without cause o r advance notic e b y either Executiv e o r Company , subjec t to the conditions se t fort h i n Sectio n 7 below . No representative o f Company , othe r than the Board, ha s the authority to alter the at- - will employment relationship. N othin g i n this Agreement i s intende d to o r should b e construed to contradict, modify o r alter this at- - will relationship.



C ompensation.


5.1     Base S alary. As compensation for Executive’s performance of Executive’s duties hereunder, Company shall pay to Executive an initial base salary of $60,000 per year prior to the consummation of the IPO and $120,000.00 per year beginning immediately following the consummation the IPO; (the “ Base Salary ”). Subject to Company’s capital needs and compliance with Section 409A and applicable minimum wage requirements, the Executive may elect to defer the payment of some or all of the Base Salary earned prior to the IPO until the consummation of the IPO (but no later than then one year after deferral). The Base Salary shall be payable in accordance with the normal payroll practices of Company, less required deductions for state and federal withholding tax, social security and all other employment taxes and payroll deductions. In the event Executive’s employment under this Agreement is terminated by either party, for any reason, Executive shall earn the Base Salary prorated to the date of termination. The Base Salary shall be subject to periodic review and increase in the discretion of the Board. This position is an exempt position, which means Executive is paid for the job and not by the hour. Accordingly, Executive shall not receive overtime pay if Executive works more than 8 hours in a workday or 40 hours in a workweek.


5.2       Performance B onuses. Executive shall be eligible to receive up to five (5) performance bonuses (the “ Performance Bonuses ” and each, a “ Performance Bonus ”) per year in the amount of $20,000.00 each, up to $100,000.00 in the aggregate, four (4) of which Performance Bonuses shall be payable with respect to the completion of each fiscal quarter and one (1) of which shall be payable with respect to the completion of the fiscal year. Each Performance Bonus shall be payable in accordance with the normal payroll practices of Company on the first payroll date following the completion of each fiscal quarter, less required deductions for state and federal withholding tax, social security and all other employment taxes and payroll deductions. The criteria for the payment of the Performance Bonuses shall be based upon the achievement of



objectives (the “ Objectives ”) as mutually agreed between the Executive and the Board prior to the beginning of each fiscal year or as otherwise agreed in writing thereafter. In the event Executive’s employment by Company terminates for any reason prior to the completion of a fiscal quarter, the Performance Bonus for such fiscal quarter shall be pro- - rated based upon the number of days of such fiscal quarter serve and the achievement or partial achievement of any Objectives during such fiscal quarter. No Performance Bonuses shall be earned or payable with respect to the period of Executive’s employment prior to the consummation of the IPO.


5.3       Signing Bonus . The Executive shall receive one million (1,000,000) share of the company’s common stock upon execution of this agreement.


6.     B enefits. Executive shall be eligible for all customary and usual fringe benefits generally available to senior executives of Company, including group health insurance coverage, subject to the terms and conditions of Company’s benefit plan documents.


7.     Business Expenses . Executive will be reimbursed for all reasonable, out- - of- - pocket business expenses incurred in the performance of Executive’s duties on behalf of Company (“ Business Expenses ”). To obtain reimbursement, expenses must be submitted promptly with appropriate supporting documentation in accordance with Company’s policies.




Termination of E mployment.


8.1    By Death or D isability . Executive ’s employment will terminate automatically o n the deat h o f Executiv e o r upo n Executive ’s Disability . In suc h event, Compan y will pa y to Executive ’s beneficiarie s o r estate, as appropriate, i n a lum p su m les s required deduction s fo r stat e and federa l withholding tax, socia l securit y and all other employment taxes and payrol l deductions , within thirty (30 ) day s o f Executive ’s death, an amount equal to the su m o f (a ) on e year o f additional Base Salar y at the rate i n effect o f suc h termination date , (b ) fiv e (5 ) Performance Bonuses, with each suc h Performance Bonus equal to the average o f the Performance Bonuses pai d with respect to the two (2) fisca l quarter s o r the fisca l quarte r and fisca l year end, as applicable, immediately precedin g Executive ’s deat h o r Disabilit y (suc h amount i n this Sectio n 8.2(b) together with that i n Sectio n 8.2(a) bein g referred to i n this Agreement as the Severance Amoun t ”) , and (c ) any Base Salar y as shal l hav e accrued bu t remain unpai d and any un- - reimbursed Business Expense s as o f the dat e o f Executive ’s deat h o r Disability.



Fo r purpose s o f this Agreement, i n the event o f a dispute , the determinatio n o f a Disabilit y shal l b e made reasonably b y the Board o f Director s acting i n good fait h a nd shal l b e supporte d b y advice o f an independen t physicia n competent i n the area to which suc h Disabilit y relates. Executiv e must submi t to a reasonable numbe r of examinations b y the physicia n making the determinatio n o f disability , and the Executive h er e b y authorizes the disclosur e and release to the Compan y o f suc h determinatio n and all supportin g medical records. If Executiv e i s no t legall y competent, Executive ’s legal guardian o r dul y authorized attorney- - in - - fac t will act i n Executive ’s stead , fo r the purpose s o f submittin g Executiv e to the examinations, and providin g the authorization o f disclosur e as required unde r this Sectio n 8.2.


8.2      By Company for C ause. Executive’s employment with the Company may be terminated at the option of and by written notice from the Company for Cause (which notice shall specify the applicable Cause, in reasonable detail). Upon any such termination, all rights, obligations and duties of the parties hereunder shall immediately cease (including, but not limited to, the payment by the Company of any Performance Bonuses or severance payments as set forth in this Section 8), except for the Executive’s obligations under Section 10 and Company’s obligation; provided, that Company shall pay any accrued but unpaid Base Salary and reimburse any Business Expenses as provided in Section 7.


8.3      By Company without Cause or by Employee for Good Reason . Company may terminate Executive “at will” and without Cause at any time, and Executive may terminate Executive’s employment for Good Reason. In the event Company terminates Executive’s employment without Cause or Executive terminates Executive’s employment with Good Reason during Executive’s employment hereunder, all of the following will apply: immediately upon termination, Company will pay to Executive the Severance Amount.


8.4        By Executive without Good R eason. Executive may terminate Executive’s Employment at will (without Good Reason) upon written notic

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