EXHIBIT 10.2 EMPLOYMENT AGREEMENT BETWEEN THE COMPANY AND CHARLES F. WILLIS IV
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "AGREEMENT") is made and entered into
as of November 7, 2000, by and between Willis Lease Finance Corporation, a
Delaware corporation ("EMPLOYER"), and Charles F. Willis, IV ("EMPLOYEE").
RECITALS
WHEREAS, Employee is the Chairman of the Board, President and Chief
Executive Officer of Employer;
WHEREAS, Employee and Employer desire to put into writing the terms of
Employee's employment agreement; and
WHEREAS, Employee acknowledges that he has had an opportunity to
consider this Agreement and consult with independent advisors of his choosing
with regard to the terms of this Agreement, and enters this Agreement
voluntarily and with a full understanding of its terms.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Employer and Employee hereby agree as follows:
1. EMPLOYMENT. Employer hereby employs Employee and Employee
hereby accepts employment, upon the terms and conditions hereinafter set forth,
as the Chairman of the Board, President and Chief Executive Officer of Employer.
2. TERM.
(a) The term of Employee's employment under this Agreement
shall be for a two (2) year period commencing on or about September 1, 2000 and
ending on September 1, 2002 (as may be extended hereunder, the "EMPLOYMENT
TERM"), unless otherwise terminated pursuant to the terms hereof. Each full
twelve month period Employee is employed by Employer shall be referred to herein
as an "EMPLOYMENT YEAR."
(b) After the expiration of the initial Employment Term and
until the Termination Date (as defined below), Employee's employment will
automatically renew for a period of one year, each year, on the same terms and
conditions as are set forth herein, unless either party gives the other written
notice of nonrenewal at least six (6) months prior to the end of the last
applicable Employment Year. Employee shall be entitled to the payments set forth
in Section 7 or Section 8 hereof in the event either party gives the other such
a notice of nonrenewal.
(c) Upon the occurrence of a Change in Control, this Agreement
shall be automatically extended for a two year period commencing on the date of
the Change in Control event and ending on the two year anniversary of the Change
in Control event. "CHANGE IN CONTROL" means the occurrence of any of the
following events: (i) any "person" (as such term is used in Section 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended), other than Employee
or an Affiliate (as defined in Section 12) of Employee, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of Employer representing at least fifty percent (50%)
of the total voting power represented by Employer's then outstanding voting
securities; or (ii) the stockholders of Employer approve a merger or
consolidation of Employer with any other corporation, other than a merger of
consolidation which would result in the voting securities of Employer
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least fifty (50%) of the total
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voting power represented by the voting securities of Employer or such surviving
entity outstanding immediately after such a merger or consolidation, or the
stockholders of Employer approve a plan of complete liquidation or dissolution
of Employer or an agreement for the sale or disposition by Employer or all of
substantially all of Employer's assets, provided, however, that if such merger,
consolidation, liquidation, dissolution, sale or disposition does not
subsequently close, a Change in Control shall not be deemed to have occurred, or
(iii) individuals who are directors of Employer as of the date hereof cease for
any reason to constitute a majority of Employer's Board of Directors (the
"BOARD") unless such change(s) is approved by a majority of the directors of
Employer as of the date hereof.
(d) This Agreement shall terminate without notice on the
Termination Date. "TERMINATION DATE" means June 29, 2013, unless extended
pursuant to Section 2(c).
3. DUTIES.
(a) Employee shall exercise day to day supervision of all of
Employer's activities and shall perform such duties as are customarily
associated with his title, consistent with the Bylaws of Employer and as
required by the Board. Employee shall report to the Board.
(b) Employee agrees to serve Employer faithfully and to the
best of his ability; to devote his full-time and attention, with undivided
loyalty, during normal business hours to the business and affairs of Employer,
except during reasonable vacation periods and periods of illness and incapacity;
and to perform such duties as the Board may assign, such duties to be of a
character and dignity appropriate to the Chairman of the Board, President and
Chief Executive Officer. Employee shall not engage in any other business or job
activity during the Employment Term without Employer's prior written consent.
Notwithstanding the foregoing, Employee may engage in civic and not-for-profit
activities so long as such activities do not materially interfere with
Employee's performance of his duties hereunder.
4. COMPENSATION. Employer agrees to provide as compensation
to Employee the following salary, bonus, and benefits in exchange for the
services described in Section 3 of this Agreement:
(a) BASE SALARY. Employer agrees to pay to Employee during the
Employment Term a base salary in the amount of Five Hundred Thousand Dollars
($500,000) per Employment Year, or such higher amount as the Board shall from
time to time determine, such salary to be paid in accordance with the usual
manner of payment of executive salaries by Employer. The Board will review
Employee's base salary no less than once annually, and shall have sole
discretion to increase or decrease (subject to the next sentence hereof) the
base salary. Employee's base salary may only be decreased in connection with a
salary reduction program approved by the Board which affects all senior
executive officers of Employer.
(b) BONUS COMPENSATION. In addition to Employee's base salary,
Employee shall participate in and, to the extent earned or otherwise payable
thereunder, receive periodic incentive cash bonuses in the amount of Five
Hundred Thousand Dollars ($500,000) per Employment Year, or such higher amount
that the Board shall from time to time determine, pursuant to any incentive
plans currently maintained or hereafter established by Employer and applicable
to an employee of Employee's position. Employee's entitlement to incentive
bonuses is discretionary and shall be determined by the Board or its
Compensation Committee in good faith based upon the duties of Employee's
position, the extent to which Employee's individual performance objectives and
Employer's profitability objectives and other financial and non-financial
objectives were achieved during the applicable bonus period and comparative
market practices.
5. BENEFITS AND PERQUISITES.
(a) BENEFITS. Employer shall provide Employee such employment
benefits as are generally available to senior executive officers of Employer,
including without limitation reimbursement of reasonable expenses incurred in
performing his duties under this Agreement (including, but not limited
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to, expenses for entertainment, long distance telephone calls, lodging, meals,
First Class air fare, transportation and travel), coverage under medical,
long-term disability and life insurance plans, and rights and benefits for which
Employee is eligible under Employer's retirement and profit sharing plans.
(b) VACATION AND SICK PAY. Employee shall be eligible for
vacation and sick leave in accordance with the policies of Employer in effect
from time to time during the Employment Term. Employee shall be entitled to a
period of annual vacation time equal to four (4) weeks during each Employment
Year, to accrue pro rata during the course of the Employment Term. All accrued
vacation and sick pay shall be paid to Employee in a lump sum payment on the
date of a Change in Control or Retirement or termination of employment with
Employer. For purposes of this Agreement, "RETIREMENT" means Employee's
voluntary termination on a date after which Employee has reached the age of 55
and after which Employee has provided Employer with at least 10 years of
service.
(c) PERQUISITES. Employer shall also provide the following
perquisites to Employee:
(i) Use of an Employer car comparable to
that presently used by the CEO;
(ii) payment of dues for Employee's
membership in the following clubs: San Francisco Yacht Club,
the Olympic Club and Villa Taverna;
(iii) Financial, tax and estate planning
services with a value of a maximum of $15,000 per year;
(d) RETIREMENT. Upon Retirement, Employee shall have the right
to purchase the company car referred to in Section 5(c)(i) at net book value. In
addition, upon Retirement, the Employer will pay the dues listed in Section
5(c)(ii), provide the financial, tax and estate planning services listed in
Section 5(c)(iii) and provide coverage under medical, long-term disability and
life insurance plans described in Section 5(a), in each case for a period of one
year after the date of Employee's Retirement.
6. STOCK OPTIONS; RETIREMENT.
(a) Employee shall participate in Employer's Stock Option Plan
("PLAN") on the same terms as are generally available to senior executive
officers of Employer and on terms which are in accordance with comparative
market practices. The parties agree that any grant of stock options under the
Plan or any similar plan is subject to the discretion of the Board based upon
the duties of Employee's position, the extent to which Employee's individual
performance objectives and Employer's profitability objectives and other
financial and non-financial objectives were achieved during the applicable
period and comparative market practices.
(b) All future stock options granted to Employee shall immediately vest
and become exercisable in the event of a Change in Control.
7. REGISTRATION RIGHTS. With respect to any and all shares of common
stock of the Employer currently beneficially owned or hereafter acquired by the
Employee, the Employer shall grant to the Employee registration rights that are
substantially identical in all terms and conditions to those granted to
FlightTechnics, LLC in Section 9 of its Investment Agreement with the Employer.
8. TERMINATION/NONRENEWAL BY EMPLOYER. The employment of Employee may
be terminated by Employer or Employer may decide not to renew this Agreement for
any reason or no reason, with or without cause or justification, subject to the
following:
(a) TERMINATION FOR CAUSE. If (i) Employee's employment is
terminated by Employer for Cause (as defined below), or (ii) Employer gives
Employee a notice of nonrenewal pursuant to Section 2(b) hereof for Cause,
Employer's total liability to Employee or his heirs shall be limited to payment
of any unpaid base salary and prorated annual incentive due for the year of
termination and accrued vacation and sick pay, and Employee shall not be
entitled to any further compensation or benefits provided under this Agreement,
including, without limitation, any severance payments. "CAUSE" means Employee's
continuing or repeated failure or refusal to perform his material
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obligations hereunder causing demonstrably material harm to the business of
Employer, after Employee shall have received written notice from the Board
stating the nature of such failure or refusal and, if such failure or refusal is
curable, then after Employee has been afforded at least 30 days in which to cure
such failure or refusal.
(b) TERMINATION WITHOUT CAUSE. If (i) Employee's employment is
terminated by Employer without Cause, or (ii) Employer provides Employee with a
notice of nonrenewal pursuant to Section 2(b) hereof without Cause, Employer
will (A) in the case of termination, provide not less than six (6) months notice
of termination or an amount equal to six (6) months of Employee's base salary in
lieu of notice and (B) in the case of nonrenewal, provide notice of nonrenewal
at least six (6) months prior to the end of the last applicable Employment Year
or an amount equal to six months base salary in lieu of notice. In addition, in
each of the foregoing scenarios, Employee will be paid the severance which is
described in Section 9 below.
9. TERMINATION/NONRENEWAL BY EMPLOYEE. The employment of Employee may
be terminated by Employee or Employee may decide not to renew this Agreement for
any reason or no reason, with or without cause or justification, subject to the
following:
(a) VOLUNTARY RESIGNATION. If (i) Employee's employment
terminates by reason of Employee's voluntary resignation (and is not a
resignation for Good Reason), or (ii) Employee gives Employer a notice of
nonrenewal pursuant to Section 2(b) hereof (which is not given for Good Reason),
Employer's total liability to Employee shall be limited to payment of any unpaid
base salary and prorated annual incentive due for the year of termination and
accrued vacation and sick pay, and Employee shall not be entitled to any further
compensation or benefits provided under this Agreement, including, without
limitation, any severance payments.
(b) RESIGNATION FOR GOOD REASON. If (i) Employee's employment
terminates by reason of Employee's voluntary resignation for Good Reason, or
(ii) Employee provides Employer with a notice of nonrenewal pursuant to Section
2(b) hereof for Good Reason, Employee will be paid the severance which is
described in Section 9 below. "GOOD REASON" means: Employee's voluntary
termination following (i) a reduction in compensation which is not in proportion
to any salary reduction program approved by the Board which affects all
executive officers of Employer; (ii) a reduction in material benefits; (iii) not
maintaining Employee's positions, title, duties and status or changing
Employee's reporting obligations without Employee's written consent, (iv)
requiring Employee to work at a location more than 50 miles from the location
specified in Section 13, or (v) any willful and material breach by Employer of
its obligations pursuant under this Agreement.
Employee agrees to give Employer at least ninety (90) days prior
written notice of termination of his employment and at least six months prior
written notice of nonrenewal of this Agreement. Employer shall have the right in
its sole discretion to continue to employ Employee for ninety days or six
months, as applicable, or for a shorter period with pay in lieu of notice to
Employee in the amount to which Employee would have been entitled if employed
for the ninety-day or six month notice period.
10. SEVERANCE PAYMENT.
(a) AMOUNT. In the event severance is payable
hereunder, such severance shall be in an amount equal to
(i) three times Employee's base salary at
the time of termination, plus
(ii) three times the average of the annual
incentives paid to Employee during the three years prior to the
year of termination, plus
(iii) any unpaid base salary and prorated annual
incentive due for the year of termination and accrued vacation and sick
pay, plus
(iv) distribution of unpaid deferred
compensation, plus
(v) immediate vesting of all stock
options, plus
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(vi) continued coverage under all group
benefit plans (e.g., medical, dental and life insurance) for a
period of three years following the termination date.
In addition, Employee shall have the right to purchase the company car
referred to in Section 5(c)(i) at net book value, Employer shall pay Employee's
dues for membership in the clubs listed in Section 5(c)(ii) and Employer shall
pay for the financial, tax and estate planning services listed in Section
5(c)(iii) for the three year period following Employee's termination.
(b) PAYMENT. All cash components of the above-described
severance payments shall be paid in a lump sum within 30 days of the date of
termination of employment or, at the option of Employee and subject to the
approval of Employer, in four equal installments, payable every three months,
commencing on the date that is 30 days after the date of termination of
employment.
(c) LIMITATION ON PAYMENTS. If any payment or benefit Employee
would receive from Employer or otherwise ("Payment") would (i) constitute a
"parachute payment" within the meaning of Section 280G of the Internal Revenue
Code of 1986, as amended (the "Code"), and (ii) but for this sentence, be
subject to the excise tax imposed by Section 4999 of the Code (the "Excise
Tax"), then such Payment shall be reduced to the Reduced Amount. The "Reduced
Amount" shall be either (x) the largest portion of the Payment that would result
in no portion of the Payment being subject to the Excise Tax or (y) the largest
portion, up to and including the total, of the Payment, whichever amount, after
taking into account all applicable federal, state and local employment taxes,
income taxes, and the Excise Tax (all computed at the highest applicable
marginal rate), results in Employee's receipt, on an after-tax basis, of the
greater amount of the Payment notwithstanding that all or some portion of the
Payment may be subject to the Excise Tax. If a reduction in payments or benefits
constituting "parachute payments" is necessary so that the Payment equals the
Reduced Amount, reduction shall occur in the following order unless Employee
elects in writing a different order (PROVIDED, HOWEVER, that such election shall
be subject to Employer approval if made on or after the date on which the event
that triggers the Payment occurs): reduction of cash payments; cancellation of
accelerated vesting of stock awards; and reduction of employee benefits. In the
event that acceleration of vesting of stock award compensation is to be reduced,
such acceleration of vesting shall be cancelled in the reverse order of the date
of grant of Employee's stock awards unless Employee elects in writing a
different order for cancellation.
The accounting firm engaged by Employer for general audit purposes as
of the day prior to the effective date of the event that triggers the Payment
shall perform the foregoing calculations. If the accounting firm so engaged by
Employer is serving as accountant or auditor for the individual, entity or group
effecting the "change in ownership" as described in Section 280G(b)(2)(A)(i) of
the Code, Employer shall appoint a nationally recognized accounting firm to make
the determinations required hereunder. Employer shall bear all expenses with
respect to the determinations by such accounting firm required to be made
hereunder.
The accounting firm engaged to make the determinations hereunder shall
provide its calculations, together with detailed supporting documentation, to
Employer and Employee within fifteen (15) calendar days after the date on which
Employee's right to a Payment is triggered (if requested at that time by
Employer or Employee) or such other time as requested by Employer or Employee.
If the accounting firm determines that no Excise Tax is payable with respect to
a Payment, either before or after the application of the Reduced Amount, it
shall furnish Employer and Employee with an opinion reasonably acceptable to
Employee that no Excise Tax will be imposed with respect to such Payment. Any
good faith determinations of the accounting firm made hereunder shall be final,
binding and conclusive upon Employer and Employee.
11. DEATH/DISABILITY.
(a) In the event (during the Employment Term) of Employee's
death, (i) this Agreement shall terminate, (ii) Employer shall pay to Employee
or his heirs any unpaid base salary and prorated annual incentive due for the
year in which such event occurs, and (iii) Employee or his heirs shall not be
entitled to any severance payments hereunder. In addition, all stock options
granted to Employee shall immediately vest and become exercisable upon
Employee's death. Employee's estate shall have the right to exercise such
options for the shorter of (i) two (2) years from the date of death, and (ii)
the term of the option.
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(b) In the event (during the Employment Term) of Employee's
long term disability (as defined in Employee's Group Disability Plan) and the
passing of the Elimination Period (as defined in Employee's Group Disability
Plan), (i) this Agreement shall terminate, (ii) Employer shall pay to Employee
any unpaid base salary and prorated annual incentive due for the year in which
such event occurs, and (iii) Employee shall not be entitled to any severance
payments hereunder. In addition, all stock options granted to Employee shall
immediately vest. Employee shall have the right to exercise such options for the
shorter of (i) two (2) years from the date of disability, and (ii) the term of
the option. In addition, Employee shall have the right to purchase the company
car referred to in Section 5(c)(i) at net book value. The Employer will pay the
taxes listed in Section 5(c)(ii), provided the financial, tax and estate
planning service listed in Section 5(c)(iii) and provide coverage under medical,
long-term disability and like insurance plans described in Section 5(a), in each
case for a period of two (2) years from the date of disability.
12. MAINTENANCE OF CONFIDENTIALITY AND DUTY OF LOYALTY.
(a) GENERAL. Employee acknowledges that, pursuant to his
employment with Employer, he will necessarily have access to trade secrets and
information that is confidential and proprietary to Employer in connection with
the performance of his duties. In consideration for the disclosure to Employee
of, and the grant to Employee of access to such valuable and confidential
information and in consideration of his employment, Employee shall comply in all
respects with the provisions of this Section 11.
(b) NONDISCLOSURE. During the Employment Term and for a period
of three (3) years thereafter, Confidential and Proprietary Information of
Employer of which Employee gains knowledge during the Employment Term shall be
used by Employee only for the benefit of Employer in connection with Employee's
performance of his employment duties, and Employee shall not, and shall not
allow any other person that gains access to such information in any manner to,
without the prior written consent of Employer, disclose, communicate, divulge or
otherwise make available, or use, any such information, other than for the
immediate benefit of Employer. For purposes of this Agreement, the term
"CONFIDENTIAL AND PROPRIETARY INFORMATION" means information not generally known
to the public and which is proprietary to Employer and relates to Employer's
existing or reasonably foreseeable business or operations, including but not
limited to trade secrets, business plans, advertising or public relations
strategies, financial information, budgets, personnel information, customer
information and lists, and information pertaining to research, development,
manufacturing, engineering, processing, product designs (whether or not patented
or patentable), purchasing and licensing, and which may be embodied in reports
or other writings or in blue prints or in other tangible forms such as equipment
and models. Employee will refrain from any acts or omissions that would
jeopardize the confidentiality or reduce the value of any Employer Confidential
and Proprietary Information.
(c) COVENANT OF LOYALTY. During the Employment Term, Employee shall
not, on his own account or as an employee, agent, promoter, consultant, partner,
officer, director, or as a more than 1% shareholder of any other person, firm,
entity, partnership or corporation, own, operate, lease, franchise, conduct,
engage in, be connected with, have any interest in, or assist any person or
entity engaged in any business in the continental United States that is in any
way competitive with or similar to the business that is conducted by Employer or
is in the same general field or industry as Employer. Without limiting the
generality of the foregoing, Employee does hereby covenant that he will not,
during the Employment Term:
(i) solicit, accept or receive any
compensation from any customer of Employer or any business
competitive to that of Employer; or
(ii) contact, solicit or call upon any customer or
supplier of Employer on behalf of any person or entity other than
Employer for the purpose of selling, providing or performing any
services of the type normally provided or performed by Employer; or
(iii) induce or attempt to induce any person or
entity to curtail or cancel any business or contracts which such person
or entity has with Employer; or
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(iv) induce or attempt to induce any person or entity
to terminate, cancel or breach any contract which such person or entity
has with Employer, or receive or accept any benefits from such
termination, cancellation or breach.
(d) NO SOLICITATION. During the Employment Term and for a
period of three years thereafter, Employee agrees not to directly or indirectly
solicit, induce or attempt to solicit or induce any employee of Employer to
terminate his or her employment with Employer in order to become employed by any
other person or entity.
(e) INJUNCTIVE RELIEF. Employee expressly agrees that the
covenants set forth in this Section 11 are reasonable and necessary to protect
Employer and its legitimate business interests, and to prevent the unauthorized
dissemination of Confidential and Proprietary Information to competitors of
Employer. Employee also agrees that Employer will be irreparably harmed and that
damages alone cannot adequately compensate Employer if there is a violation of
this Section 11 by Employee, and that injunctive relief against Employee is
essential for the protection of Employer. Therefore, in the event of any such
breach, it is agreed that, in addition to any other remedies available, Employer
shall be entitled as a matter of right to injunctive relief in any court of
competent jurisdiction, plus attorneys' fees actually incurred in seeking such
relief. Furthermore, Employee agrees that Employer shall not be required to post
a bond or other collateral security with the court if Employer seeks injunctive
relief. To the extent any provision of this Section 11 is deemed unenforceable
by virtue of its scope or limitation, Employee and Employer agree that the scope
and limitation provisions shall nevertheless be enforceable to the fullest
extent permissible under the laws and public policies applied in such
jurisdiction where enforcement is sought.
13. NAME CHANGE. So long as (a) Employee is the Chief Executive Officer
of Employer, and (b) Employee or his Affiliates own 10% or more of the
outstanding common stock of Employer, Employer will not change its name without
the written consent of Employee. This Section 12 shall be automatically rendered
void in the event of a Change in Control. "AFFILIATE" means a person that,
directly or indirectly, through one or more intermediaries controls, is
controlled by or is under common control with the first mentioned person.
14. NOTICES. Any notice which either party may wish or be required to
give to the other party pursuant to this Agreement shall be in writing and shall
be either personally served or deposited in the United States mail, registered
or certified, and with proper postage prepaid. Mailed notices to Employee shall
be addressed to Employee at the home address from which Employee most recently
communicated to Employer in writing. In the case of Employer, mailed notices
shall be addressed to its corporate headquarters, and all notices shall be
directed to the attention of corporate counsel. Notice given by personal service
shall be deemed effective upon service. Notice given by registered or certified
mail shall be deemed effective three (3) days after deposit in the mail.
15. BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, their respective legal representatives, and
their successors and assigns. As used in this Agreement, the term "SUCCESSOR"
shall include any person, firm, corporation or other business entity which at
any time, whether by merger, purchase, consolidation, or otherwise, acquired all
or substantially all of the assets or business of Employer. This Agreement shall
be deemed to be willfully breached by Employer if any such successor does not
absolutely and unconditionally assume all of Employer's obligations under this
Agreement and agree expressly to perform the obligations in the same manner and
to the same extent as Employer would be required to perform such obligations in
the absence of the succession. Employee may not assign any of his duties
hereunder and he may not assign any of his rights hereunder without the written
consent of Employer, which shall not be unreasonably withheld.
16. ENTIRE AGREEMENT. This Agreement contains the entire agreement
of the parties and supersedes and replaces all prior agreements and
understandings between the parties relating to the subject matter hereof.
17. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California.
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18. ARBITRATION. Any controversy or claim arising out of or relating to
this Agreement shall be finally settled by binding arbitration in the County of
San Francisco, California, in accordance with the Commercial Arbitration Rules
of the American Arbitration Association then in effect. The controversy or claim
shall be submitted to three arbitrators, one of whom shall be chosen by
Employer, one of whom shall be chosen by Employee, and the third of whom shall
be chosen by the two arbitrators so selected. The party desiring arbitration
shall give written notice to the other party of its desire to arbitrate the
particular matter in question, naming the arbitrator selected by it. If the
other party shall fail within a period of 15 days after such notice shall have
been given to reply in writing naming the arbitrator selected by it, then the
party not in default may apply to the American Arbitration Association for the
appointment of the second arbitrator. If the two arbitrators chosen as above
shall fail within 15 days after their selection to agree upon a third
arbitrator, then either party may apply to the American Arbitration Association
for the appointment of an arbitrator to fill the place so remaining vacant. The
decision of any two of the arbitrators shall be final and binding upon the
parties hereto and shall be delivered in writing signed in triplicate by the
concurring arbitrators to each of the parties hereto. Employer shall pay the
fees of the arbitrators so selected. The other expenses incurred in connection
with the arbitration shall be paid in accordance with Section 18. Judgment on
the award rendered by the arbitrators may be entered in any court having
jurisdiction.
19. LEGAL FEES AND EXPENSES. In the event an action is brought to
enforce any provision of this Agreement, Employee's legal fees and expenses
shall be paid by Employer as incurred by Employee, unless Employee brings a
claim which is determined by the arbitrator to be frivolous, in which case,
Employee shall repay to Employer all amounts advanced by Employer to Employee in
connection with such claim within thirty days of such determination.
20. SEVERABILITY. Whenever possible, each provision of this Agreement
shall be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provisions had never been contained herein.
21. AMENDMENTS AND WAIVERS. This Agreement may be modified only by a
written instrument duly executed by each party hereto. No breach of any
covenant, agreement, warranty or representation shall be deemed waived unless
expressly waived in writing by the party who might assert such breach. No waiver
of any right hereunder shall operate as a waiver of any other right or of the
same or a similar right on another occasion.
22. COUNTERPARTS. This Agreement may be executed by the parties in
separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute but one and the
same instrument.
23. SECTION HEADINGS. The headings of each Section, subsection or
other subdivision of this Agreement are for reference only and shall not limit
or control the meaning thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
"Employer"
WILLIS LEASE FINANCE
CORPORATION
By:
--------------------------------------
Name: Donald A. Nunemaker
Title: Executive Vice
President - CAO
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"Employee"
--------------------------------------
Charles F. Willis, IV
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