Exhibit 10.4
October 1, 2006
Mr. Randall Shealy
5634 Double Oak Lane
Birmingham, AL 35242
Dear Mr. Shealy:
In recognition of your satisfactory performance
as Senior Vice President and Chief Financial Officer of Pemco
Aviation Group, Inc. for the past six months, the terms of your
employment in this role are confirmed to the following:
Base Salary
– $185,184
Annually
Incentive Compensation
– In addition to base salary,
you will be eligible to participate in our executive incentive
compensation program that is based upon your personal performance
and the performance of the corporation. All awards of incentive
compensation are at the discretion of the Board of Directors. The
incentive compensation target for this position is 40% of your base
salary. Because the actual amount will be based on future
performance, there is no guarantee that any amount will actually be
paid.
Stock Options – Under the
corporation’s stock option program, you received an initial
grant of 10,000 stock options and a supplementary grant of 1,500
stock options to purchase shares of the corporation’s stock
at a price that reflected the closing price of the stock on the
dates of grant. You are eligible for additional grants of stock
options; however, all stock option awards are at the discretion of
the Board of Directors and vest over a four-year schedule. Of the
10,000 options initially offered 2,500 shares vested immediately
and 2,500 shares will vest each year on your employment anniversary
date for 3 years. Of the supplementary grant of 1,500 options, 375
shares vested immediately and 375 shares will vest each year on
your employment anniversary date for 3 years.
Responsibilities
– Reporting to the President
and CEO, you will be responsible for managing and directing the
corporation’s financial department.
Benefits and
Perquisites – You
will be eligible for the benefits, allowance and perquisites
generally extended to other Vice Presidents of the
corporation.
Location – You will be based at the
corporation’s headquarters which is currently located in
Birmingham, Alabama.
Vacation – You shall be entitled to the 3 weeks of
vacation per year.
Change of Control
– In the event of a Change of
Control of the corporation as defined in Exhibit A hereto,
any unvested options provided for under this letter
between
