EMPLOYMENT AGREEMENT This Agreement (the "Agreement") is dated November 1st, 1996 BETWEEN HAWKER PACIFIC, INC. ("HPI") having its principal place of business at 11310 Sherman Way, Sun Valley, California 91352 AND DAVID L. LOKKEN ("Employee") of 48-571 Shady View Drive, Palm Desert, California 92260 1. RECITALS. HPI desires to continue to benefit from Employee in his capacity as President and Chief Executive Officer of HPI; and Employee will serve as President and Chief Executive Officer of HPI on the agreements set forth below and for other consideration, HPI and Employee agree that Employee will be employed by HPI in accordance with the terms of this Agreement. 2. SERVICES. During the term of his employment, Employee shall be responsible for effectively performing the duties of his position and such other duties assigned to him which are consistent with his position and such other duties assigned to him which are consistent with his position. Employee will utilize HPI's resources as appropriate to best fulfill his responsibilities. Employee agrees to devote his entire productive time, ability and attention to the business of HPI. During the term of his employment, Employee also agrees that he shall not directly or indirectly perform any services of a business, commercial or professional nature for any person or organization, whether for compensation or otherwise, without HPI's prior written consent. 3. PLACE OF PERFORMANCE. HPI shall provide Employee with an appropriate office at its offices, and all supplies, equipment, and office personnel reasonably necessary to perform Employee's duties and services. 4. COMPENSATION AND BENEFITS. As compensation and benefits for Employee's services, HPI shall provide the following compensation and benefits to Employee during the term of employment and upon termination of his employment as provided by this Agreement: 4.1 BASE SALARY HPI shall pay Employee a base salary of $179,000 (one hundred seventy nine thousand dollars) per year or at such higher rate as HPI may from time to time determine, payable in equal installments at HPI's regular payroll periods. 4.2 BONUS. Employee shall be eligible for a periodic bonus on the terms and conditions of a separate Executive Bonus Plan Agreement between Employee and HPI. Such Executive Bonus Plan Agreement shall address bonus based on HPI's performance. The foregoing notwithstanding, the bonus calculation for 1996 will be in accordance with the BTR plan and payable in February 1997 subsequent to confirmation of results by external audit and approval by Unique Investment Corporation. 4.3 BENEFITS. Employee shall be entitled to such fringe benefits and perquisites as are generally made available to similarly contracted employees of HPI, whether such benefits are presently in effect or come into effect during the term of this Agreement, and such other fringe benefits as may be determined by HPI in its sole discretion, except that Employee's benefits shall not be reduced from those benefits specifically provided in this Agreement. 4.4 VACATIONS. Employee shall be entitled to a vacation period of four (4) weeks per year. Administration of Employee's vacation and vacation year to year carry over will Page 1 of 5 be in accordance with the applicable HPI Policies and Procedures. Upon termination of his employment with HPI for any reason, Employee shall be paid for all unused, accrued vacation time. 4.5 HOLIDAYS. Employee shall receive paid holidays in accordance with applicable HPI Policies and Procedures. 4.6 SICK LEAVE. Employee shall be entitled to sick leave without any loss in compensation. 4.7 INSURANCE. HPI shall provide to Employee paid health, dental, disability and life insurance benefits in accordance with HPI established plans. HPI shall reimburse Employee for insurance premiums, deductibles and any other expenses not paid by the Company Plan and for one comprehensive physical examination annually. 4.8 PENSION PLAN(S). Employee will be eligible to participate in HPI's Pension and 401k Plans in accordance with HPI Policies and Procedures. 4.9 AUTOMOBILE. During the term of this Agreement, HPI will pay Employee a $1,500 (one thousand five hundred dollars) per month automobile allowance. 4.10 BUSINESS EXPENSES. HPI shall reimburse Employee for all business expenses reasonably incurred by Employee in connection with the performance of his duties under this Agreement provided that Employee furnishes HPI with adequate records or other evidence respecting such expenditures. HPI shall reimburse Employee, or shall pay directly, all reasonable entertainment, promotion, telephone and other expenses incurred in connection with the performance of Employee's duties under this Agreement as well as all reasonable travel and living expenses while traveling business related. HPI shall reimburse Employee or shall pay directly, rent expenses for accommodations in close proximity to HPI headquarters. 4.11 EQUITY PARTICIPATION. Employee will acquire equity in HPI in accordance with terms and conditions of a separate Executive Equity Plan Agreement between Employee and HPI. 5. TERM AND TERMINATION. 5.1 TERM OF AGREEMENT. The term of Employee's employment with HPI shall commence on November 1, 1996 and shall end on October 31, 2001 the ("Termination Date"), unless terminated earlier in accordance with the terms of this Agreement or unless extended in accordance with paragraph 5.2 below. 5.2 TERMINATION. Either party shall give at least three months prior written notice to the other prior to the Termination Date to terminate this Agreement or the Agreement shall be extended for an additional year under the same terms and conditions of this Agreement. For purposes of this Agreement, the "Term of this Agreement" shall mean the full term of the Agreement, including subsequent terms, and not only the initial term. Page 2 of 5 5.3 RIGHTS OF EMPLOYEE UPON TERMINATION. (A) HPI may terminate Employee "Without Cause" at any time upon giving written notice to Employee. HPI shall then pay Employee "Severance Pay" equal to Employee's Base Salary and benefits in accordance with the paragraphs of Article 4 above for the remaining term of this Agreement until the Termination Date or for two years whichever period is longer. "Severance Pay" shall include a calendar based pro-rata bonus for the year of termination. Severance pay shall be paid in equal installments on HPI's normal payment schedule or in lump sum(s) at Employer's option. Additionally, the Employee shall receive "Severance Pay" as described above if at any time the Employee's duties or terms of employment materially change and Employee elects to leave the employ of HPI as a result of such change. (B) HPI may terminate Employee for "Cause" at any time, with or without advance notice upon giving written notice to Employee, if Employee has: (i) committed fraud, misappropriation or theft; (ii) engaged in gross misconduct in the performance of his duties; (iii) engaged in unlawful conduct which has a material adverse effect on HPI; or (iv) been convicted of a felony. If Employee is terminated for "Cause" he shall have no rights whatsoever pursuant to this Agreement except as provided for in the Executive Equity Plan Agreement. This Employment Agreement shall terminate immediately upon such written notice to Employee. 5.4 DEATH OR DISABILITY. (A) Upon Employee's death, Employee's Base Salary and all benefits payable to Employee shall be paid to his heirs under the terms of this Agreement through the Termination Date. Such amount to be reduced by proceeds of life insurance paid by HPI. (B) Upon Employee's "permanent disability", Employee's Base Salary and fringe benefits payable shall be paid through the Termination Date reduced by any disability insurance proceeds received by him from any policy paid for by HPI and any State disability insurance. "Permanent disability" means Employee's inability to substantially perform his duties for any physical, mental, emotional or other reason for 90 consecutive days or more. 6. MISCELLANEOUS PROVISIONS. 6.1 NOTICES. All notices, demands and other communications, provided for in this Agreement ("Notice") shall be in writing and shall be given to such party at its address as set forth below or such address as such party may specify of the purpose by Notice to the other party listed below. Each Notice shall be deemed delivered to the party to whom it is addressed on the next business day following its actual delivery at the address specified in this paragraph. Page 3 of 5 TO: Hawker Pacific, Inc. 11310 Sherman Way Sun Valley, CA 91352 Attn: CFO TO: David L. Lokken 48-571 Shady View Drive Palm Desert, CA 92260 6.2 NO ASSIGNMENT. This Agreement may not be assigned by any party without the prior written consent of the other party. 6.3 INTERPRETATION. The resolution of ambiguities against the drafting party shall not apply in the enforcement and interpretation of this Agreement, and this Agreement shall be given a fair and reasonable construction in accordance with the intent of the parties. 6.4 GOVERNING LAW. This Agreement shall be governed by, interpreted under, construed and enforced in accordance with the laws of the State of California. 6.5 PARTIAL INVALIDITY. If any term or provision of this Agreement or the application thereof shall, to any extent, be invalid or unenforceable, then the remainder of this Agreement, or the application of such term or provision other than those as to which it is held invalid or unenforceable, shall not be affected and shall be valid and enforceable to the fullest extent permitted by law. 6.6 COUNTERPARTS AND PHOTOCOPIES. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Photocopies of this Agreement shall also be given the same effect as the original. 6.7 ENTIRE AGREEMENT. This Agreement is the final expression of, and contains the entire agreement between, the parties with respect to the subject matter of this Agreement and supersedes all prior negotiations, understandings and agreements. No statements, promises or representations have been made by any party to any other, or relied upon, and no consideration has been offered, promised, expected or held out other than expressly provided in this Agreement. This Agreement may not be modified, changed, amended, supplemented or terminated, except by a written instrument signed by the party to be charged or by its duly authorized agent. 6.8 WAIVERS. The waiver by either party of the breach of any term, provision, covenant or condition contained in this Agreement, or the failure or either party to insist on strict performance by the other, shall not be deemed to be a waiver of such term, provision, covenant or condition contained in this Agreement. The acceptance of performance by either party shall not be deemed to be a waiver of any breach or default by the other party, regardless of the non-defaulting party's knowledge of such breach or default at the time of acceptance of performance. Page 4 of 5 6.9 ATTORNEY'S FEES. If any action is commenced to enforce any of the provisions of this Agreement or to enforce a judgment, the unsuccessful party shall pay all costs incurred by the prevailing party, including reasonable attorneys' fees and costs, arbitration fees and costs, court costs and reimbursements for any other expenses. 6.10 CAPTIONS. The paragraph and section headings in this Agreement are solely for convenience of reference and are not a part of an are not intended to govern, limit or aid in the construction of any term provision of this Agreement. 6.11 FURTHER ASSURANCES. The parties agree, without any additional consideration or any unreasonable delay, to execute all such other instruments and documents and to take all actions as may be reasonably necessary or desirable to further implement the provisions of this Agreement. 7. ARBITRATION. All claims, disputes or other matters in question arising out of, or relating to, this Agreement or the breach of this Agreement shall be decided in accordance with the then current California Employment Resolution Dispute Rules of the American Arbitration Association. Arbitration shall be held in Los Angeles, California. The award of the arbitrator shall be final and binding upon the parties, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction. This agreement to arbitrate shall be self-executing without the necessity of filing any action in any court and shall be specifically enforceable under the prevailing arbitration law. The parties execute this Agreement on the date set forth above. HAWKER PACIFIC, INC. By: /s/ SCOTT HARTMAN ------------------------------ Its: C.O.O. ------------------------------ Date: 27 November 1996 ------------------------------ DAVID L. LOKKEN ------------------------------ Date: 27 November 1996 ------------------------------ Page 5 of 5