Exhibit 99.2
August 15, 2002
To The Members of the Board of Directors of
Mooney Aerospace Group, Ltd.
Re: Mooney Aerospace Group, Ltd., formerly Advanced Aerodynamics & Structures,
Inc. (AASI), hereinafter referred to as: "MASG" or "company"
Gentlemen:
On January 8, 2002, I agreed to your request as a fellow board member
to come out of retirement and assume the responsibilities as interim Chairman,
President, and CEO, following the resignation of Dr. Chen, the former Chairman,
President, & CEO of AASI. I agreed to come on board, recruit and hire a new
management team, and develop and execute a new management strategy. Our strategy
was to move the company in a new direction by acquiring and operating one or
more current producers of top of the line general aviation aircraft and suspend
development of the JetCruzer.
It was always my intention and our joint understanding that this would
be a temporary assignment for me and that, at the appropriate time, I would step
down and transfer my responsibilities to one of the individuals I recruited for
the company for that purpose and who also would be acceptable to the Board of
Directors. With the successful acquisition of Mooney Aircraft Company's assets
and the board's designation of a successor, we are in a position to pursue this
transition.
Accordingly, as we have discussed, I submit my resignation effective
today as Chairman, President, and CEO of Mooney Aerospace Group, Ltd. and its
subsidiaries and affiliates. Also, to facilitate my retirement plans, I submit
my resignation as a member of the Board of Directors of MASG and the Mooney
Airplane Company, Inc. However, I agree to make myself available in a consulting
role to assist the company as an advisor, from time to time as my schedule
permits, if the Board so desires.
We have agreed and the Board of Directors accepts on behalf of MASG the
obligation to comply with the payment and on time delivery of the following
enumerated items and payments and our exchange of mutual general releases:
1. Within five days of my submission of outstanding expense accounts for
travel, lodging, and entertainment expenses incurred while I was CEO
with the Company, I shall be reimbursed in full.
2. Within five days of my submission of travel expenses incurred by me as
a consultant in the support of the company's business before I became
CEO, I am to be reimbursed $30,000.
3. Within five days of this resignation, I am to be paid up to $30,000 for
outstanding consulting compensation.
In consideration of my services to the company, I shall receive the
following:
4. I shall receive a one-time severance bonus of $65,000 to be paid within
five days of this resignation.
5. Within five days of the submission of this resignation, MASG will
deposit funds equal to six months of my salary for a total amount of
$100,000 with an escrow agent I designate. These funds will be released
in equal monthly installments beginning September 1, 2002, and
continuing monthly, thereafter for the following five months and the
interest that accrues will be payable to me.
6. I am to receive within 30 days of this resignation, a number of
registered and unrestricted (to the extent permitted by the federal
securities laws) trading shares of MASG Series A Common Stock which
together with the amount of MASG Series A Common Stock previously
issued to me would equal one and one-half percent (1.5%) of the Series
A Common Stock outstanding on the day these shares are issued to me.
7. I am to receive a bonus equal to 2% of the amount invested in or loaned
to MASG by (Name withheld; Company private information) or his
designated corporate entity, or vehicle, or structure, within five days
of the receipt of (Name withheld; Company private information) funds by
MASG.
8. MASG shall indemnify me if I am a party to or threatened to be made a
party to any threatened, pending or completed action, suit, proceeding,
whether civil or criminal, administrative, arbitrative or
investigative, and in any appeal of such action, suit or proceeding,
and in any inquiry or investigation that could lead to such action,
suit or proceeding against expenses (including court costs and
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by me (including travel and lodging)
arising out of or in connection with my service as a consultant,
director, or officer of MASG, including but not limited to claims that
may be asserted by investors, warrant holders, suppliers, advisors,
including (Names withheld; Company private information).
9. The indemnification provided above in paragraph 8 shall be in addition
to the indemnification afforded me by the company's charter and laws
and shall be binding upon the successors and assigns of the company
(including any direct or indirect successor by purchase, merger or
otherwise to all or substantially all of the business or assets of the
company). To the extent MASG maintains an insurance policy or policies
providing directors' and officers' liability insurance with respect to
actions covered by paragraph 8, I shall be covered by such policy or
policies to the maximum extent of the coverage available thereunder.
The company shall not be liable to make an indemnification payment to
the extent I have actually received payment under an insurance policy
of amounts otherwise indemnifiable. If any portion of the indemnity
shall be invalidated on any grounds by a court of competent
jurisdiction, the company shall nevertheless indemnify and hold me
harmless as provided in paragraph 8 to the full extent permitted by the
indemnity that shall not have been invalidated and to the full extent
permitted by law.
10. In the event MASG shall fail to pay any amounts provided for in this
letter agreement, interest shall accrue on the unpaid amounts at an
annual interest rate of the prime rate of AmSouth Bank in effect on the
agreement payment date plus four percent. MASG shall promptly reimburse
me all legal, accounting and other fees and expenses (including travel
expenses) reasonably incurred in good faith to obtain or enforce any
right or benefit provided under this letter agreement.
Except for the above-enumerated items, I hereby release MASG and its
affiliates from any obligation, written, oral, or otherwise, to make any other
cash, stock, warrants, property or other payment to me. MASG releases me from
all obligation and claims, written, oral, or otherwise including the obligations
under my Employment Agreement dated January 8, 2002, entered into with Advanced
Aerodynamics & Structures, Inc.
I will comport myself in a professional manner with respect to MASG and
I will not disparage MASG or its officers and directors. MASG agrees and shall
require its officers, directors, and advisors to agree to conduct themselves in
a professional manner with respect to me and not disparage me.
This letter represents the exclusive terms for my resignation from MASG and
Mooney Airplane Company, Inc.
I wish the company, and its Board of Directors, success in their future business
endeavors.
Sincerely yours, Agreed to and Accepted By
Mooney Aerospace Group, Ltd.
/s/ Roy H. Norris
By:
Roy H. Norris -------------------------
Chairman, President & CEO Its: Acting Chairman of the
Mooney Aerospace Group, Ltd. Board of Directors of
Mooney Aerospace Group, Ltd.