FORM OF AMENDED EMPLOYMENT AGREEMENT
This Amended Employment Agreement was made and entered into
as of November __, 1993 and amended as of July 1, 1995, between AIR
METHODS CORPORATION, a Delaware corporation (the "Company"), and
MICHAEL G. PRIETO (the "Executive").
RECITALS
The Company desires to employ the Executive as Vice
President and Director of Manufacturing and Engineering, and the
Executive desires to be employed by the Company, upon the terms and
conditions set forth in this Agreement.
In consideration of the mutual promises contained herein,
the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
AGREEMENT
1. Employment; Position; Term. The Company hereby employs
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the Executive, and the Executive hereby accepts employment with the
Company, in the capacity of Vice President and Director of
Manufacturing and Engineering. Subject to Section 4, the term of the
Executive's employment under this Agreement (the "Term") shall be for
one (1) year, beginning December 1, 1993. The Term has been extended
for one successive one-year period on November __, 1994, and shall be
extended for successive one-year periods on November ___ of each year
beginning November __, 1995, unless on or before September __, prior
to any such renewal date, the Company or the Executive provides
written notice to the other of its or his intention not to renew.
2. Duties, Responsibilities and Authority. In his
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capacity as Vice President and Director of Manufacturing and
Engineering, the Executive shall have primary responsibility for the
Company's manufacturing operations and engineering activities, which
shall be conducted in accordance with policies established by the
Company's board of directors (the "Board"). In his capacity as Vice
President and Director of Manufacturing and Engineering, the Executive
shall report to the Chief Operating Officer and be subject to the
additional direction and control of the Board and the Company's
Chairman and Chief Executive Officer. The Executive shall devote his
full professional and managerial time and effort to the performance of
his duties as Vice President and Director of Manufacturing and
Engineering of the Company and he shall not engage in any other
business activity or activities which, in the mutual judgment of the
Executive and the Board, do, in fact, conflict with the performance of
his duties under this Agreement.
3. Compensation.
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(a) Salary and Incentive Compensation. For services
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rendered under this Agreement, the Company shall pay the Executive a
salary of $88,000 per annum beginning December 1, 1993. In addition,
the Company will pay you, as additional compensation, an amount equal
to 2.2% of your base salary in lieu of Company contributions to the
Company's 401-K Plan until you are eligible to participate in the 401-
K Plan, plus an amount sufficient to pay the federal and state income
taxes on such additional compensation.
(b) Annual Review. The Executive's salary will not be
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reviewed during the initial one-year term of the Agreement. The
Executive's first salary review shall be for the period ending
December 31, 1994 and, as appropriate, his salary shall be adjusted
effective January 1, 1995 and shall be reviewed annually thereafter
during the term of this Agreement.
(c) Automobile Expense Allowance. The Company shall
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pay the Executive the amount of $1,000.00 per month as an automobile
expense allowance.
(d) Stock Options. Subject to approval of the Stock
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Option Committee of the Board in its sole discretion the Executive
will be granted an option under the Company's Stock Option Plan to
purchase up to 25,000 shares of the Company's Common Stock at the fair
market value on the date of grant. One third of the options shall
become exercisable on December 1 in each of the years 1994, 1995 and
1996, and the options shall be exercisable through November 30, 1998.
In addition, the Executive may participate in stock option programs of
the Company upon such terms as the administrators of such programs in
their discretion determine.
(e) Benefits and Vacation. The Executive shall be
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eligible to participate in such insurance programs (health,
disability, or life) or such other health, dental, retirement, or
similar employee benefits programs as the Board may approve, on a
basis comparable to that available to other officers and executive
employees of the Company. The Executive shall be entitled to three
(3) weeks of paid vacation during the first full year of employment,
and the Executive shall be entitled to four (4) weeks of paid vacation
per year in the second and subsequent years of employment. Vacation
time may be accumulated for one (1) year beyond the year for which it
is accrued and used any time during such year, but any vacation time
not used during such additional year shall be forfeited. The value of
any accrued but unused vacation time shall be paid in cash to the
Executive upon termination of his employment for any reason.
(f) Reimbursement of Expenses. The Company shall
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reimburse the Executive for all reasonable out-of-pocket expenses
incurred by the Executive in connection with the business of the
Company and in the performance of his duties under this Agreement upon
the Executive's presentation to the Company of an itemized accounting
of such expenses with reasonable supporting data.
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4. Termination. Either party may terminate the
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Executive's employment under this Agreement, without cause, upon
ninety (90) days' written advance notice to the other party, but
subject to the provisions of Section 7 hereof. The Company may
terminate the Executive's employment for "Cause" (as hereinafter
defined) immediately upon written notice stating the basis for such
termination. "Cause" for termination of the Executive's employment
shall only be deemed to exist if the Executive has breached this
Agreement, and if such breach continues or recurs more than thirty
(30) days after notice from the Company specifying the action which
constitutes the breach and demanding its discontinuance, exhibited
willful disobedience of directions of the Board, or committed gross
malfeasance in performance of his duties hereunder or acts resulting
in an indictment charging the Executive with the commission of a
felony; provided that the commission of acts resulting in such an
indictment shall constitute Cause only if a majority of the directors
who are not also subject to any such indictment determine that the
Executive's conduct has substantially adversely affected the Company
or its reputation. A material failure to perform his duties hereunder
that results from the disability of the Executive shall not be
considered Cause for his termination.
5. Disability. If the Executive shall be prevented by
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illness, accident, or other incapacity from properly performing his
duties hereunder (and, if required by the Company upon the furnishing
of evidence satisfactory to the Company of such disability), the
Company shall, during the continuance of his disability but only for
the remaining term of this Agreement, pay the Executive his
compensation payable under the provisions of Section 3 (above) and
continue to provide the Executive all other benefits provided
hereunder. As used herein, the term "disability" shall mean the
complete and total inability of the Executive, due to illness,
physical or comprehensive mental impairment to substantially perform
all of his duties as described herein for a consecutive period of
thirty (30) days or more.
6. Death. In the event of the death of the Executive,
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except with respect to any benefits which have accrued and have not
been paid to the Executive hereunder, the provisions of this
Employment Agreement shall terminate immediately. However, the
Executive's estate shall have the right to receive compensation due to
the Executive as of and to the date of his death and, furthermore, to
receive an additional amount equal to one-twelfth (1/12) of the
Executive's annual compensation then in effect as specified in
Section 3, above.
7. Severance Pay. In the event that the Executive's
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employment is terminated by the Company other than for Cause, whether
during or after the term of this Agreement, the Executive shall be
entitled to receive his then current compensation, payable at the
Company's regular payment intervals, for a period of one year
following the date of termination; provided, that if any of such
payments would (i) constitute a "parachute payment" within the meaning
of Section 280G of the Internal Revenue Code of 1986 (the "Code") and
(ii) but for this proviso be subject to the excise tax imposed by
Section 4999 of the Code (the "Excise Tax"), the amount payable
hereunder shall be reduced to the largest amount which the Executive
determines would result in no portion of the payments hereunder being
subject to the Excise Tax. If the Executive voluntarily resigns his
employment hereunder, or if his employment is terminated for Cause,
the Executive shall not be entitled to any severance pay or other
compensation beyond the date of termination of his employment.
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8. Covenant Not to Compete. During the continuance of his
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employment by the Company and for a period of twenty-four (24) months
after termination of his employment, the Executive shall not, anywhere
in the United States, engage in any business which competes directly
or indirectly with the Company.
9. Trade Secrets and Confidential Information. During his
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employment by the Company, and for a period of five years thereafter,
the Executive shall not, directly or indirectly, use, disseminate, or
disclose for any purpose other than for the purposes of the Company's
business, any of the Company's confidential information or trade
secrets, unless such disclosure is compelled in a judicial proceeding.
Upon termination of his employment, all documents, records, notebooks,
and similar repositories of records containing information relating to
any trade secrets or confidential information then in the Executive's
possession or control, whether prepared by him or by others, shall be
left with the Company or returned to the Company upon its request.
10. Severability. It is the desire and intent of the
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parties that the provisions of Sections 8 and 9 shall be enforced to
the fullest extent permissible under the laws and public policies
applied in each jurisdiction in which enforcement is sought.
Accordingly, if any particular sentence or portion of either Section 8
or 9 shall be adjudicated to be invalid or unenforceable, the
remaining portions of such section nevertheless shall continue to be
valid and enforceable as though the invalid portions were not a part
thereof. In the event that any of the provisions of Section 8
relating to the geographic areas of restriction or the period of
restriction shall be deemed to exceed the maximum area or period of
time which a court of competent jurisdiction would deem enforceable,
the geographic areas and times shall, for the purposes of this
Agreement, be deemed to be the maximum areas or time periods which a
court of competent jurisdiction would deem valid and enforceable in
any state in which such court of competent jurisdiction shall be
convened.
11. Injunctive Relief. The Executive agrees that any
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violation by him of the agreements contained in sections 8 and 9 are
likely to cause irreparable damage to the Company, and therefore
agrees that if there is a breach or threatened breach by the Executive
of the provisions of said sections, the Company shall be entitled to
an injunction restraining the Executive from such breach. Nothing
herein shall be construed as prohibiting the Company from pursuing any
other remedies for such breach or threatened breach.
12. Miscellaneous.
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(a) Notices. Any notice required or permitted to be
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given under this Agreement shall be directed to the appropriate party
in writing and mailed or delivered, if to the Company, to 7301 South
Peoria, Englewood, Colorado 80155 or to the Company's then principal
office, if different, and if to the Executive, to 7301 South Peoria,
Englewood, Colorado 80155 or to the Company's then principal office,
if different.
(b) Binding Effect. This Agreement is a personal
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service agreement and may not be assigned by the Company or the
Executive, except that the Company may assign this Agreement to a
successor by merger, consolidation, sale of assets or other
reorganization.
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Subject to the foregoing, this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective
successors, assigns, and legal representatives.
(c) Amendment. This Agreement may not be amended
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except by an instrument in writing executed by each of the parties
hereto.
(d) Applicable Law. This Agreement is entered into in
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the State of Colorado and for all purposes shall be governed by the
laws of the State of Colorado.
(e) Counterparts. This instrument may be executed in
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one or more counterparts, each of which shall be deemed an original.
(f) Entire Agreement. This Agreement supersedes and
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replaces all prior agreements between the parties related to the
employment of the Executive by the Company.
IN WITNESS WHEREOF, the parties have executed this Amended
Employment Agreement as of July 1, 1995.
AIR METHODS CORPORATION
By: [FORM]
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George W. Belsey, Chairman and Chief
Executive Officer
THE EXECUTIVE:
[FORM]
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Michael G. Prieto
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