EXHIBIT 10.46B
PAYMENT DEFERMENT AGREEMENT
This Payment Deferment Agreement (the "Agreement") is entered into this
15th day of August, 2000 (the "Effective Date") by and among Hawker Pacific
Aerospace ("Hawker Pacific"), Lufthansa Technik AG ("Lufthansa") and David
Lokken (the "Employee") for the purpose of deferring certain payments due to the
Employee pursuant to Employee's Employment Agreement, as amended, and the
Management Incentive Program Agreement between the Employee and Hawker Pacific
dated February 4, 2000 (the "MIP"), and referenced in that certain Loan
Agreement between Hawker Pacific and Lufthansa (the "Loan Agreement").
WHEREAS, Employee's Employment Agreement, contains certain provisions
whereby the Employee is entitled to receive a Change of Control Payment in the
amount set forth in the Loan Agreement, which is $344,877, upon a Change of
Control of Hawker Pacific, as defined in the Employment Agreement, and restated
in the MIP;
WHEREAS, the transaction between Lufthansa and the shareholders of Unique
Investment Corporation (the "Transaction") constitutes such a Change of Control
of Hawker Pacific and therefore, upon the closing of such Transaction, the
Change of Control Payment to the Employee becomes due and payable in accordance
with the terms of the MIP;
WHEREAS, the Employee voluntarily desires to assist Hawker Pacific and
improve the company's liquidity until such time as additional financing can be
secured; and
WHEREAS, the Employee has accordingly agreed to defer his Change of Control
Payment as set forth below.
NOW, THEREFORE, the parties agree as follows:
1. Deferment of Change of Control Payment. The Employee shall defer
--------------------------------------
receipt of 100% of the Change of Control Payment due to him after the closing of
the Transaction until the first to occur of (i) October 31, 2000, or (ii) the
replacement or restructuring of the senior financing with Heller Financial,
Inc.; provided that the Employee shall give Lufthansa 30 days prior notice of
his intent to receive the Change of Control Payment as set forth below.
2. Interest. Hawker Pacific shall pay the Employee simple interest
--------
at the rate of 11% per year on the principal amount of any deferred portion of
his Change of Control Payment. Such interest shall be calculated from the
Effective Date of this Agreement and shall be paid along with any principal
amount of the Change of Control Payment.
3. Prepayment. Notwithstanding the terms of Section 1 above, at any
----------
time after October 31, 2000, Hawker Pacific may, at its sole discretion, pay to
the Employee the Change of Control Payment and all interest accrued as of such
date of payment.
4. Vesting. Lufthansa and Hawker Pacific hereby acknowledge and
agree that despite the payment deferral provided for in this Agreement, the
Change of Control Payment
is 100% vested and earned by the Employee, and shall remain so regardless of
death, disability or termination for any reason.
5. Waiver of Payment for Vested Options. Employee expressly waives
------------------------------------
his right to receive any payment under Section 5 of the MIP that would otherwise
become due upon the closing of the Transaction.
6. Notice. Notice of intent to receive the Change of Control Payment
------
must be provided in writing to the following persons at the following addresses
(or at such other addresses as shall be specified by either of the entities
below, provided that notices of a change of address shall be effective only upon
receipt of such notice):
Hawker Pacific Aerospace
11240 Sherman Way
Sun Valley, California 91352
Attention: Chief Financial Officer
Fax: 818-765-2416
with a copy to:
Lufthansa Technik AG
Dept. TUL TS/U
6501 East Apache, Suite 206
Tulsa, Oklahoma 74115
Attention: James Stoecker, General Manager, North American
Business Development
Fax: 918-835-4592
Notice shall be deemed to have been received if given personally, when
transmitted by facsimile or on the date sent by internationally recognized
overnight courier service.
7. General Provisions.
------------------
(a) Governing Law: Consent to Personal Jurisdiction. This
------------------------------------------------
Agreement will be governed by the internal laws of the State of California.
The Parties hereby expressly consent to the personal jurisdiction of the
state or federal courts located in California for the purpose of any action
or judgment with respect to this Agreement.
(b) Entire Agreement. This Agreement sets forth the entire
----------------
agreement and understanding between the parties relating to the subject
matter herein and supersedes any and all discussions and written agreements
between them. No modification of or amendment to this Agreement, nor any
waiver of any rights under this agreement, will be effective unless in
writing signed by both parties.
(c) Successors and Assigns. This Agreement will be binding upon
----------------------
the parties' heirs, executors, administrators, assigns, successors and
other legal representatives.
(d) Arbitration; Attorneys Fees. The provisions related to
---------------------------
arbitration and attorney's fees contained in Employee's Employment
Agreement are hereby incorporated by reference with regard to any disputes
related to this Agreement.
This Agreement is being executed by the parties effective as of the date
and year first set forth above.
HAWKER PACIFIC AEROSPACE
/s/ David L. Lokken
------------------------------
David Lokken
By: /s/ Daniel J. Lubeck
------------------------------
Name: Daniel J. Lubeck
Title: Chairman
PAYMENT DEFERMENT AGREEMENT
This Payment Deferment Agreement (the "Agreement") is entered into this
15th day of August, 2000 (the "Effective Date") by and among Hawker Pacific
Aerospace ("Hawker Pacific"), Lufthansa Technik AG ("Lufthansa") and Philip
Panzera (the "Employee") for the purpose of deferring certain payments due to
the Employee pursuant to Employee's Employment Agreement, as amended, and the
Management Incentive Program Agreement between the Employee and Hawker Pacific
dated February 4, 2000 (the "MIP"), and referenced in that certain Loan
Agreement between Hawker Pacific and Lufthansa (the "Loan Agreement").
WHEREAS, Employee's Employment Agreement, contains certain provisions
whereby the Employee is entitled to receive a Change of Control Payment in the
amount set forth in the Loan Agreement, which is $202,537, upon a Change of
Control of Hawker Pacific, as defined in the Employment Agreement, and restated
in the MIP;
WHEREAS, the transaction between Lufthansa and the shareholders of Unique
Investment Corporation (the "Transaction") constitutes such a Change of Control
of Hawker Pacific and therefore, upon the closing of such Transaction, the
Change of Control Payment to the Employee becomes due and payable in accordance
with the terms of the MIP;
WHEREAS, the Employee voluntarily desires to assist Hawker Pacific and
improve the company's liquidity until such time as additional financing can be
secured; and
WHEREAS, the Employee has accordingly agreed to defer his Change of Control
Payment as set forth below.
NOW, THEREFORE, the parties agree as follows:
8. Deferment of Change of Control Payment. The Employee shall defer
--------------------------------------
receipt of 100% of the Change of Control Payment due to him after the closing of
the Transaction until the first to occur of (i) October 31, 2000, or (ii) the
replacement or restructuring of the senior financing with Heller Financial,
Inc.; provided that the Employee shall give Lufthansa 30 days prior notice of
his intent to receive the Change of Control Payment as set forth below.
9. Interest. Hawker Pacific shall pay the Employee simple interest
--------
at the rate of 11% per year on the principal amount of any deferred portion of
his Change of Control Payment. Such interest shall be calculated from the
Effective Date of this Agreement and shall be paid along with any principal
amount of the Change of Control Payment.
10. Prepayment. Notwithstanding the terms of Section 1 above, at any
----------
time after October 31, 2000, Hawker Pacific may, at its sole discretion, pay to
the Employee the Change of Control Payment and all interest accrued as of such
date of payment.
11. Vesting. Lufthansa and Hawker Pacific hereby acknowledge and
-------
agree that despite the payment deferral provided for in this Agreement, the
Change of Control Payment is 100% vested and earned by the Employee, and shall
remain so regardless of death, disability or termination for any reason.
12. Waiver of Payment for Vested Options. Employee expressly waives
------------------------------------
his right to receive any payment under Section 5 of the MIP that would otherwise
become due upon the closing of the Transaction.
13. Notice. Notice of intent to receive the Change of Control Payment
------
must be provided in writing to the following persons at the following addresses
(or at such other addresses as shall be specified by either of the entities
below, provided that notices of a change of address shall be effective only upon
receipt of such notice):
Hawker Pacific Aerospace
11240 Sherman Way
Sun Valley, California 91352
Attention: Chief Financial Officer
Fax: 818-765-2416
with a copy to:
Lufthansa Technik AG
Dept. TUL TS/U
6501 East Apache, Suite 206
Tulsa, Oklahoma 74115
Attention: James Stoecker, General Manager, North American
Business Development
Fax: 918-835-4592
Notice shall be deemed to have been received if given personally, when
transmitted by facsimile or on the date sent by internationally recognized
overnight courier service.
14. General Provisions.
------------------
(a) Governing Law: Consent to Personal Jurisdiction. This
------------------------------------------------
Agreement will be governed by the internal laws of the State of California.
The Parties hereby expressly consent to the personal jurisdiction of the
state or federal courts located in California for the purpose of any action
or judgment with respect to this Agreement.
(b) Entire Agreement. This Agreement sets forth the entire
----------------
agreement and understanding between the parties relating to the subject
matter herein and supersedes any and all discussions and written agreements
between them. No modification of or amendment to this Agreement, nor any
waiver of any rights under this agreement, will be effective unless in
writing signed by both parties.
(c) Successors and Assigns. This Agreement will be binding upon
----------------------
the parties' heirs, executors, administrators, assigns, successors and
other legal representatives.
(d) Arbitration; Attorneys Fees. The provisions related to
---------------------------
arbitration and attorney's fees contained in Employee's Employment
Agreement are hereby incorporated by reference with regard to any disputes
related to this Agreement.
This Agreement is being executed by the parties effective as of the date
and year first set forth above.
HAWKER PACIFIC AEROSPACE
/s/ Philip M. Panzera
------------------------------
Philip Panzera
By: /s/ David L. Lokken
------------------------------
Name: David L. Lokken
----------------------------
Title: President & CEO
---------------------------
PAYMENT DEFERMENT AGREEMENT
This Payment Deferment Agreement (the "Agreement") is entered into this
15th day of August, 2000 (the "Effective Date") by and among Hawker Pacific
Aerospace ("Hawker Pacific"), Lufthansa Technik AG ("Lufthansa") and Michael
Riley (the "Employee") for the purpose of deferring certain payments due to the
Employee pursuant to Employee's Employment Agreement, as amended, and the
Management Incentive Program Agreement between the Employee and Hawker Pacific
dated February 4, 2000 (the "MIP"), and referenced in that certain Loan
Agreement between Hawker Pacific and Lufthansa (the "Loan Agreement").
WHEREAS, Employee's Employment Agreement, contains certain provisions
whereby the Employee is entitled to receive a Change of Control Payment in the
amount set forth in the Loan Agreement, which is $147,918, upon a Change of
Control of Hawker Pacific, as defined in the Employment Agreement, and restated
in the MIP;
WHEREAS, the transaction between Lufthansa and the shareholders of Unique
Investment Corporation (the "Transaction") constitutes such a Change of Control
of Hawker Pacific and therefore, upon the closing of such Transaction, the
Change of Control Payment to the Employee becomes due and payable in accordance
with the terms of the MIP;
WHEREAS, the Employee voluntarily desires to assist Hawker Pacific and
improve the company's liquidity until such time as additional financing can be
secured; and
WHEREAS, the Employee has accordingly agreed to defer his Change of Control
Payment as set forth below.
NOW, THEREFORE, the parties agree as follows:
15. Deferment of Change of Control Payment. The Employee shall defer
--------------------------------------
receipt of 50% of the Change of Control Payment due to him after the closing of
the Transaction until the first to occur of (i) October 31, 2000, or (ii) the
replacement or restructuring of the senior financing with Heller Financial,
Inc.; provided that the Employee shall give Lufthansa 30 days prior notice of
his intent to receive the Change of Control Payment as set forth below.
16. Interest. Hawker Pacific shall pay the Employee simple interest
--------
at the rate of 11% per year on the principal amount of any deferred portion of
his Change of Control Payment. Such interest shall be calculated from the
Effective Date of this Agreement and shall be paid along with any principal
amount of the Change of Control Payment.
17. Prepayment. Notwithstanding the terms of Section 1 above, at any
----------
time after October 31, 2000, Hawker Pacific may, at its sole discretion, pay to
the Employee the Change of Control Payment and all interest accrued as of such
date of payment.
18. Vesting. Lufthansa and Hawker Pacific hereby acknowledge and
-------
agree that despite the payment deferral provided for in this Agreement, the
Change of Control Payment is 100% vested and earned by the Employee, and shall
remain so regardless of death, disability or termination for any reason.
19. Waiver of Payment for Vested Options. Employee expressly waives
------------------------------------
his right to receive any payment under Section 5 of the MIP that would otherwise
become due upon the closing of the Transaction.
20. Notice. Notice of intent to receive the Change of Control Payment
------
must be provided in writing to the following persons at the following addresses
(or at such other addresses as shall be specified by either of the entities
below, provided that notices of a change of address shall be effective only upon
receipt of such notice):
Hawker Pacific Aerospace
11240 Sherman Way
Sun Valley, California 91352
Attention: Chief Financial Officer
Fax: 818-765-2416
with a copy to:
Lufthansa Technik AG
Dept. TUL TS/U
6501 East Apache, Suite 206
Tulsa, Oklahoma 74115
Attention: James Stoecker, General Manager, North American
Business Development
Fax: 918-835-4592
Notice shall be deemed to have been received if given personally, when
transmitted by facsimile or on the date sent by internationally recognized
overnight courier service.
21. General Provisions.
------------------
(a) Governing Law: Consent to Personal Jurisdiction. This
------------------------------------------------
Agreement will be governed by the internal laws of the State of California.
The Parties hereby expressly consent to the personal jurisdiction of the
state or federal courts located in California for the purpose of any action
or judgment with respect to this Agreement.
(b) Entire Agreement. This Agreement sets forth the entire
----------------
agreement and understanding between the parties relating to the subject
matter herein and supersedes any and all discussions and written agreements
between them. No modification of or amendment to this Agreement, nor any
waiver of any rights under this agreement, will be effective unless in
writing signed by both parties.
(c) Successors and Assigns. This Agreement will be binding upon
----------------------
the parties' heirs, executors, administrators, assigns, successors and
other legal representatives.
(d) Arbitration; Attorneys Fees. The provisions related to
---------------------------
arbitration and attorney's fees contained in Employee's Employment
Agreement are hereby incorporated by reference with regard to any disputes
related to this Agreement.
This Agreement is being executed by the parties effective as of the date
and year first set forth above.
HAWKER PACIFIC AEROSPACE
/s/ Michael Riley
------------------------------
Michael Riley
By: /s/ David L. Lokken
------------------------------
Name: David L. Lokken
Title: President & CEO
PAYMENT DEFERMENT AGREEMENT
This Payment Deferment Agreement (the "Agreement") is entered into this __
day of August, 2000 (the "Effective Date") by and among Hawker Pacific Aerospace
("Hawker Pacific"), Lufthansa Technik AG ("Lufthansa") and Dennis M. Biety (the
"Employee") for the purpose of deferring certain payments due to the Employee
pursuant to Employee's Employment Agreement, as amended, and the Management
Incentive Program Agreement between the Employee and Hawker Pacific dated
February 4, 2000 (the "MIP"), and referenced in that certain Loan Agreement
between Hawker Pacific and Lufthansa (the "Loan Agreement").
WHEREAS, Employee's Employment Agreement, contains certain provisions
whereby the Employee is entitled to receive a Change of Control Payment in the
amount set forth in the Loan Agreement, which is $368,178, upon a Change of
Control of Hawker Pacific, as defined in the Employment Agreement, and restated
in the MIP;
WHEREAS, the transaction between Lufthansa and the shareholders of Unique
Investment Corporation (the "Transaction") constitutes such a Change of Control
of Hawker Pacific and therefore, upon the closing of such Transaction, the
Change of Control Payment to the Employee becomes due and payable in accordance
with the terms of the MIP;
WHEREAS, the Employee voluntarily desires to assist Hawker Pacific and
improve the company's liquidity until such time as additional financing can be
secured; and
WHEREAS, the Employee has accordingly agreed to defer his Change of Control
Payment as set forth below.
NOW, THEREFORE, the parties agree as follows:
22. Deferment of Change of Control Payment. The Employee shall defer
--------------------------------------
receipt of 100% of the Change of Control Payment due to him after the closing of
the Transaction until the first to occur of (i) October 31, 2000, or (ii) the
replacement or restructuring of the senior financing with Heller Financial,
Inc.; provided that the Employee shall give Lufthansa 30 days prior notice of
his intent to receive the Change of Control Payment as set forth below.
23. Interest. Hawker Pacific shall pay the Employee simple interest
--------
at the rate of 11% per year on the principal amount of any deferred portion of
his Change of Control Payment. Such interest shall be calculated from the
Effective Date of this Agreement and shall be paid along with any principal
amount of the Change of Control Payment.
24. Prepayment. Notwithstanding the terms of Section 1 above, at any
----------
time after October 31, 2000, Hawker Pacific may, at its sole discretion, pay to
the Employee the Change of Control Payment and all interest accrued as of such
date of payment.
25. Vesting. Lufthansa and Hawker Pacific hereby acknowledge and
-------
agree that despite the payment deferral provided for in this Agreement, the
Change of Control Payment is 100% vested and earned by the Employee, and shall
remain so regardless of death, disability or termination for any reason.
26. Waiver of Payment for Vested Options. Employee expressly waives
------------------------------------
his right to receive any payment under Section 5 of the MIP that would otherwise
become due upon the closing of the Transaction.
27. Notice. Notice of intent to receive the Change of Control Payment
------
must be provided in writing to the following persons at the following addresses
(or at such other addresses as shall be specified by either of the entities
below, provided that notices of a change of address shall be effective only upon
receipt of such notice):
Hawker Pacific Aerospace
11240 Sherman Way
Sun Valley, California 91352
Attention: Chief Financial Officer
Fax: 818-765-2416
with a copy to:
Lufthansa Technik AG
Dept. TUL TS/U
6501 East Apache, Suite 206
Tulsa, Oklahoma 74115
Attention: James Stoecker, General Manager, North American
Business Development
Fax: 918-835-4592
Notice shall be deemed to have been received if given personally, when
transmitted by facsimile or on the date sent by internationally recognized
overnight courier service.
28. General Provisions.
------------------
(a) Governing Law: Consent to Personal Jurisdiction. This
------------------------------------------------
Agreement will be governed by the internal laws of the State of California.
The Parties hereby expressly consent to the personal jurisdiction of the
state or federal courts located in California for the purpose of any action
or judgment with respect to this Agreement.
(b) Entire Agreement. This Agreement sets forth the entire
----------------
agreement and understanding between the parties relating to the subject
matter herein and supersedes any and all discussions and written agreements
between them. No modification of or amendment to this Agreement, nor any
waiver of any rights under this agreement, will be effective unless in
writing signed by both parties.
(c) Successors and Assigns. This Agreement will be binding upon
----------------------
the parties' heirs, executors, administrators, assigns, successors and
other legal representatives.
(d) Arbitration; Attorneys Fees. The provisions related to
---------------------------
arbitration and attorney's fees contained in Employee's Employment
Agreement are hereby incorporated by reference with regard to any disputes
related to this Agreement.
This Agreement is being executed by the parties effective as of the date
and year first set forth above.
HAWKER PACIFIC AEROSPACE
/s/ Dennis M. Biety
------------------------------
Dennis M. Biety
By: /s/ David L. Lokken
------------------------------
Name: David L. Lokken
Title: President & CEO