EXHIBIT 10.26
TIME SHARING
AGREEMENT
This Agreement is made, effective as of the 18th
day of May 2005 (the “Effective Date”), by and between
California Pizza Kitchen, Inc. (“Lessor”) and Richard
L. Rosenfield (“Lessee”).
RECITALS:
WHEREAS , Lessor is the owner of that certain civil
aircraft known as Israeli Aircraft Industries 1994 Westwind Astra
SP model aircraft bearing United States Registration Number N789CA
and manufacturer’s serial number 074, together with two
Garrett TFE-731-3C-200G model engines bearing manufacturer’s
serial numbers P-109110 (L), and P-109108
(R) (“Aircraft”);
WHEREAS , Lessor employs/contracts for the services of a
fully qualified flight crew to operate the Aircraft; and
WHEREAS , Lessor and Lessee desire to lease said
Aircraft and flight crew on a time sharing basis as defined in
Section 91.501(c)(1) of the Federal Aviation Regulations
(“FAR”)
NOW, THEREFORE
, in consideration of the mutual
covenants contained herein, and for other good and valuable
consideration the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
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1.
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Lessor agrees
to lease the Aircraft to Lessee, on as “as needed — as
available” basis, pursuant to the provisions of FAR
91.501(c)(1) for a period of five (5) years, commencing on the
Effective Date.
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2.
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Lessee shall
pay Lessor for each flight conducted under this Agreement all or so
much of the actual expenses of each specific flight as authorized
by FAR Part 91.501(d) as may be requested for payment by Lessor.
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 including, but not limited
to, IRC Section 4261 and related excise taxes;
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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; and
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(j)
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An additional
charge equal to 100% of the expenses listed in subparagraph
(a) of this paragraph.
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1
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3
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Lessor will pay
all expenses related to the operation of the Aircraft when
incurred, and will provide an invoice and bill Lessee in accordance
with paragraph 2 above on the last day of the month in which any
flight for the account of Lessee occurs. Lessee shall pay Lessor
for said expenses within thirty days of receipt of the invoice and
bill therefor.
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4.
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Lessee will
provide Lessor with requests for flight time and proposed flight
schedules as far in advance of any given flight as possible, and in
any case, at least forty-eight (48) hours in advance of
Lessee’s planned departure. Requests for flight time shall be
in a form, whether written or oral, mutually convenient to, and
agreed upon by the parties and unless accepted by Lessor, shall be
deemed rejected. In addition to the 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 the Lessor or Lessor’s flight crew:
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(a)
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proposed
departure point;
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(c)
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date and time
of flight;
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(d)
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the number of
anticipated passengers;
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(e)
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the nature and
extent of luggage and/or cargo to be carried;
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(f)
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the date and
time of 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 Lessor or Lessor’s flight crew.
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5.
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Lessor shall
have final authority over the scheduling of the Aircraft, provided,
however, that Lessor will try to accommodate Lessee’s needs
and avoid conflicts in scheduling.
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6.
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Lessor shall be
solely responsible for seeking maintenance, preventive maintenance
and required or otherwise necessary inspections on the Aircraft,
and shall take such requirements into account in scheduling the
Aircraft. No period of maintenance, preventative maintenance, or
inspecti
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