Exhibit
10
AIRCRAFT
TIME SHARING AGREEMENT
THIS TIME SHARING
AGREEMENT (this
“Agreement”) is entered into on June 15, 2005 by
General Electric Company (“Owner”), a New York
corporation, with principal offices at 3135 Easton Turnpike,
Fairfield, CT and Dennis D. Dammerman
(“Lessee”).
BACKGROUND:
A.
Owner is the
registered owner of certain civil aircraft bearing the United
States Registration Numbers and of the types set forth on Exhibit A
to this Agreement (collectively, the “Aircraft” or
individually an “Aircraft”).
B.
Owner employs
fully qualified flight crews to operate the Aircraft;
and
C.
From time to time,
Lessee may desire to lease the Aircraft and flight crews from owner
for Lessee’s personal travel at Lessee’s discretion on
a time sharing basis as defined in Section 91.501(c)(1) of the
Federal Aviation Regulations (“FAR”).
NOW,
THEREFORE, Owner and Lessee agree as
follows:
1.
Subject to the
terms and conditions of this Agreement, Owner agrees to lease the
Aircraft to Lessee for Lessee’s personal travel at
Lessee’s discretion pursuant to the provisions of FAR
Section 91.501(c)(1) and to provide a fully qualified flight
crew for all operations for flights scheduled in accordance with
the terms of this Agreement during the period, commencing on the
date of this Agreement and terminating on the earlier of (a) the
termination of this Agreement by consent of Owner and Lessee, (b)
the date of Lessee’s termination of employment with Owner and
(c) the date of Lessee’s death. Owner shall have the right to
add or substitute aircraft of similar type, quality, and equipment,
and to remove aircraft from the fleet, from time to time during the
term of this Agreement. Owner shall send Lessee a revised Exhibit A
upon each such change in the Aircraft.
2.
Lessee shall pay
Owner for each flight conducted under this Agreement the actual
expenses of each specific flight as authorized by FAR
Section 91.501(d) as in effect from time to time. On the date
of this Agreement these expenses include and are limited
to:
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(a)
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fuel, oil, lubricants and
other additives;
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(b)
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travel expenses of the crew,
including food, lodging and ground transportation;
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(c)
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hangar and tie down costs away
from the Aircraft’s base of operation;
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(d)
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insurance obtained for the
specific flight;
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(e)
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landing fees, airport taxes
and similar assessments;
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(f)
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customs, foreign permit and
similar fees directly related to the flight;
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(g)
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in-flight food and
beverages;
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(h)
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passenger ground
transportation;
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(i)
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flight planning and weather
contract services;
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(j)
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an additional charge equal to
one hundred percent (100%) of the expenses listed in clause (a)
above.
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3.
Owner will pay
all expenses related to the operation of each Aircraft when
incurred and will provide monthly invoices to Lessee for the
expenses enumerated in Section 2 above. Lessee shall pay Owner
for these expenses within fifteen (15) days after receipt of the
related invoice.
4.
In the event that
Lessee desires to use the Aircraft pursuant to this Agreement,
Lessee will so notify Owner and will provide Owner with requests
for flight time and proposed flight schedules as far as possible in
advance of any given flight. Requests for flight time shall be in a
form, whether oral or written, mutually convenient to and agreed
upon by Owner and Lessee. In addition to proposed schedules and
flight times, Lessee shall provide at least the following
information for each proposed flight at some time prior to
scheduled departure as required by Owner or Owner’s flight
crew:
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(d)
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the identity of each
anticipated passenger;
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(e)
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the nature and extent of
luggage or cargo to be carried;
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(f)
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the date and time of a return
flight, if any; and
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(g)
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any other information
concerning the proposed flight that may be pertinent or required by
Owner or Owner’s flight crew.
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5.
Owner shall have
sole and exclusive authority over the scheduling of the Aircraft,
including which Aircraft is used for any particular
flight.
6.
Owner shall be
solely responsible for securing maintenance, preventive
maintenance, and required or otherwise necessary inspections on the
Aircraft and shall take such requirements into account in
scheduling flights of the various Aircraft. No period of
maintenance, preventive maintenance, or inspection shall be delayed
or postponed for the purpose of scheduling the Aircraft, unless
such maintenance or inspection can be safely conducted at a later
time in compliance with all applicable laws and regulations, and
within the sound discretion of the pilot-in-command. The
pilot-in-command shall have final and complete authority to cancel
any flight for any reason or condition that in his or her judgment
would compromise the safety of the flight.
7.
Owner shall
employ, pay for, and provide to Lessee a qualified flight crew for
each flight undertaken under this Agreement. In accordance with
applicable FAR, the qualified flight crew provided by Owner will
exercise all of its duties and responsibilities with respect to the
safety of each flight conducted under this Agreement. Lessee agrees
that the flight crew, in its sole discretion, may terminate any
flight, refuse to commence any flight, or take other action that in
the considered judgment of the pilot-in-command is necessitated by
considerations of safety. Without limiting the generality of
Section 8, no such action of the pilot-in-command shall create or
support any liability for loss, injury, damage, or delay to Lessee
or any other person.
8.
The Owner and
Lessee agree that Owner shall not be liable to Lessee or any other
person for loss, injury, or damage occasioned by the delay or
failure to furnish the Aircraft and crew pursuant to this Agreement
for any reason.
9.
The risk of loss
during the per
