HAWKER PACIFIC AEROSPACE LIMITED
STATEMENT OF TERMS AND CONDITIONS OF EMPLOYMENT
This Written Statement of Terms and Conditions of Employment is given by
Hawker Pacific Aerospace Limited to Mr. Richard Adey in accordance with the
provisions of Section 1 of the Employment Protection (Consolidation) Act 1978
as amended and together with your offer letter, any rules and procedures
published by the Company and any Collective Agreements reached with the
recognised Trade Union in respect of your work group, constitutes your
Contract of Employment.
EMPLOYEE'S NAME: Richard Adey
EMPLOYEE'S ADDRESS: Overdene,
Paper Mews,
Dorking,
Surrey RH4 2TU
EMPLOYER'S NAME: Hawker Pacific Aerospace Limited
EMPLOYER'S ADDRESS: Technical Block A (S362)
P.O. Box 10
Heathrow Airport
Hounslow
Middx. TW6 2JA
JOB TITLE
Your job title will be Managing Director.
You will be required to report to David Lokken, President and CEO, Hawker
Pacific Aerospace.
Please note that in order to meet the needs of the business, you may, from
time to time, be required to undertake other duties in addition to your
normal duties.
LOCATION
Your place of work will be at the company's premises as stated above or such
other location in the UK or Europe or World Wide as the company shall direct
whether on a temporary or permanent basis.
COMMENCEMENT OF EMPLOYMENT
Your employment began on 4 February 1998.
Hawker Pacific Aerospace Limited does recognise your previous service.
Your continuous employment will therefore be calculated from 11 March 1996.
HOURS OF WORK
You will be required to work such hours as are necessary to meet the needs of
the business and this will not normally be less than 37.5 hours per week.
BASIC RATE OF PAY
You will be paid at the rate of L75,000 per annum plus car allowance of
L8,000 per annum, which you will receive monthly in arrears direct into your
Bank or Building Society account on the last working day of each month.
Your basic rate of pay will be reviewed on an annual basis at 1 January. (A
review of salary should not automatically be assumed to mean an increase in
salary.)
BONUS SCHEME
You will be eligible to participate in the company's performance bonus scheme
in accordance with the rules of that scheme. Any such scheme shall operate in
relation to a particular annual accounting period and you shall be notified
of the terms of that scheme at the beginning of that period or as soon as
possible thereafter. If the company implements a bonus scheme in an annual
accounting period, it shall be under no obligation to continue that scheme in
any subsequent period and it may amend or withdraw that scheme at its
discretion.
EXPENSES
The company will reimburse to you, expenses properly incurred in the
conduct of the company's business. Details must be submitted and approved for
payment in accordance with company policy, details of which will be available
from your immediate manager.
DEDUCTIONS FROM PAY
The company reserves the right to deduct from your salary or any other monies
payable or reimbursable to you by the company all and any sums which you may
owe to the company or any of its subsidiary or associated companies at any
time.
PROBATIONARY SERVICE
This employment will be subject to satisfactory completion of a six month
probationary period of service. This period may be extended for up to a
further three months subject to discussion with yourself.
TERMS AND NOTICE OF TERMINATION
The period of employment with this company shall be for a period of three
years to terminate at 3 February 2001 unless extended by mutual consent.
Your employment will be subject to you providing six months notice of
termination, given in writing.
However, the company may not serve notice of termination in the event that
employment is terminated as a result of gross misconduct.
Please note that the company reserves the right to deduct monies owing from
final pay, e.g. overpayment of holiday.
TRAINING
You will be required to undertake such training as the company shall from
time to time direct and successfully complete that training (which includes
the attainment of any qualifications specified). If within the time period
determined by the company, you do not successfully complete the training or
at any time during the training you do not progress to the satisfaction of
the company, your employment under this contract will be terminated by the
company giving to you in writing the period of notice required under this
contract.
ANNUAL LEAVE
You will be entitled to 26 days annual leave (excluding Bank Holidays) and
the holiday year operates from 1 January to 31 December.
Holiday is accrued at 2.2 days per month and you will therefore be eligible
to receive 26 days holiday between the date of commencement and 31 December
1998. The company does not normally permit employees to carry forward holiday
entitlement and holiday not taken during the year of entitlement will be
forfeit.
On termination of employment employees will receive payment in lieu of
outstanding annual leave entitlement except when employment is terminated by
the company on grounds of gross misconduct.
Holiday with or without pay will only be taken with the prior approval of
your immediate superior and you are expected to comply with the accepted
practices and requirements of the company with regard to annual leave,
details of which will be in the Employee Handbook.
ABSENCE
If you are unable to attend at work you are required to notify your immediate
manager, by telephone, within two hours of your appointed start time giving
the reason for your absence. A deduction may be made from your pay in respect
of the time lost.
If you fail to report for work for five consecutive working days without
notification in respect of your absence, it will be assumed that you no
longer with to be employed by
Hawker Pacific Aerospace Limited and the company will write to you
terminating you employment without notice.
SICKNESS ABSENCE
If you are unable to attend at work through ill-health you will be required
to provide Self-Certification for absences of up to and including six
calendar days.
In the event that the period of incapacity for work is for seven calendar
days or more you will be required to produce a medical statement signed by a
qualified medical practitioner on the eighth calendar day of absence and
thereafter until your return to work.
During a period of twelve months (Benefit Period) which will commence with
each Tax Year you will be eligible to receive Company Sick Pay according to
length of service, as follows:
Service Company Sick Pay
------- ----------------
Less than three months Nil
More than three months but less than six months Six weeks
More than six months but less than nine months Seven weeks
More than nine months but less than two years Eight weeks
More than two years but less than three years Thirteen weeks
More than three years Twenty-six weeks
Subject to adherence to the Company Notification of Sickness Absence
Procedure payment for Company Sick Pay will commence of the first working day
of sickness absence.
Further details of the calculation of Company Sick pay and associated Company
Policy and Procedure on Sickness Absence are contained in the Employee
Handbook.
MEDICAL
You and your family will be entitled to membership of the company nominated
private health insurance scheme. Details of this will be made available as
soon as possible.
RETIREMENT
Normal retirement will be on achieving the statutory retirement age.
PENSION
You will be eligible to enroll into a company pension scheme. Details of this
will be made available as soon as possible.
ADDITIONAL BENEFITS
You will be entitled to a package of benefits which from time to time has
generally been available to employees. This package will be available at the
absolute discretion of the company and the company reserves the right to vary
and/or withdraw such benefits.
COMPANY PROPERTY
If you are issued with company property you will be responsible for ensuring
that property is properly maintained and cared for. In the event that the
property is lost, damaged (other than through normal usage) or stolen you
will be responsible for notifying the company and its insurance brokers and
where appropriate your local police and for providing them with such
information as they require.
RIGHT OF SEARCH
Random searches will be conducted and the company reserves the right to
search you, your vehicle and any personal effects brought on to company
premises. You have the right to refuse to be searched but such refusal may
result in your dismissal.
INDIVIDUAL GRIEVANCE
If you have a grievance related to your employment you should first discuss
it with your immediate manager. If you are not satisfied with the response
you receive you may pursue your grievance in accordance with the company
grievance procedure, details of which are contained in the Employee Handbook.
DISCIPLINE
You are expected to comply with the normal working practices and requirements
of the company and with the provisions of the Health and Safety at Work Act
1974 (and as amended). Failure to do so may result in disciplinary action.
Details of the company disciplinary procedure are contained in the Employee
Handbook.
OUTSIDE BUSINESS INTERESTS
It is a condition of employment, that you shall not be concerned or
interested, either directly or indirectly, whether financially or otherwise
in any other business, trade or undertaking other than Hawker Pacific
Aerospace Limited, without consent in writing from Hawker Pacific Aerospace
Limited except as a non-executive shareholder or debenture holder of a company.
CONFIDENTIALITY AT WORK
You shall not, except in the proper course of your duties or as required by
law, divulge to any person any confidential information concerning the
company or any of
its subsidiary or associated companies, knowledge which has resulted from
employment with the company, and you shall not use such information in any
manner likely to cause loss or damage to the company or any of its subsidiary
or associated companies. This restriction will continue to apply after
termination of employment with Hawker Pacific Aerospace Limited.
ADDITIONAL RESTRAINTS ON TERMINATION OF EMPLOYMENT
As and when you leave the service of the company, you shall not use the name
of the company in connection with your own or any other name calculated to
suggest that you are still connected with the company nor in any way hold
yourself as having any such connection.
You shall refrain for a period of six months after the termination of your
employment for whatever reason from canvassing business of the type carried
out at the date of termination by the company on behalf of yourself or of
any other person or persons or company Worldwide from any person, firm or
company except that if you are employed by another person, firm or company
which at the date of termination also had the person, firm or company as a
customer or was in the habit of dealing with them.
You will also refrain for a period of twelve months after the termination of
your employment for whatever reason either on your own behalf or on behalf of
any person, firm or company from enticing away from the company any employee
of the company.
Each of the obligations contained in this section shall be separate, distinct
and severable from each other.
PUBLICATIONS AND BROADCASTS
You are required to submit to the President and CEO of the company for
approval, any proposed publication, lecture, recording, radio or television
broadcast, script or demonstration relating to the aerospace industry or
in which the name of the company or any of its subsidiary or associated
companies is mentioned before it is published, given, recorded or broadcast.
COPYRIGHT
You acknowledge that all Industrial property produced, invented or discovered
by you at any time during your employment with the company whether before or
after the date hereof shall belong to and vest in the company absolutely to
the fullest extent permitted by law and to such end you undertake, at the
request and expense of the company to execute all such documents and give all
such assistance as in the option of the company may be necessary or desirable
to vest any such Industrial Property or any Industrial Property Rights
therein in the company absolutely and you hereby assign by way of present
assignment of future copyright in all Industrial Property produced or
originated by you.
"INDUSTRIAL PROPERTY" includes inventions, designs, processes, formulae,
notations, improvements, know-how, goodwill, reputation, moulds, get-up,
tradenames and marks, logos, devices, plans, models, literary, dramatic,
musical and artistic works as defined by the Copyright Designs and Patents
Act 1988 or of the kind which relate directly or indirectly to the business
of the company or any associated company which may in the opinion of the
company be capable of being use or adapted for use therein or in connection
therewith.
"INDUSTRIAL PROPERTY RIGHTS" includes patents, design rights, trademark
rights whether registered or unregistered, copyrights and all other forms of
industrial or intellectual property (in each case in any part of the world
and whether or not registered or registrable and to the fullest extent
thereof and for the full period thereof and all extensions and renewals
thereof) and all applications for registration thereof, and all rights and
interests thereto and therein.
CHANGE IN CONTROL
In addition to any compensation, benefits or rights you may have, in the event
of a "change in control", you will be paid twelve months salary based on the
total then current compensation package on a schedule to be determined at the
time of such "change in control". As used in this Statement of Terms and
Conditions of Employment, a "change in control" shall mean (i) the sale,
conveyance or disposition of all or substantially all of the assets of the
company, (ii) a consolidation or merger of the company or interest in any
other entity unless the shareholders of this company continue to own, in such
merger or consolidation, greater than 50% of the voting power of the capital
stock of the surviving entity that is normally entitled to vote in the
election of directors, or (iii) any person or "group", other than the Unique
Investment Corporation shareholders or their affiliates, as such term is used
in Section 13(d) of the Securities Exchange Act ("Exchange Act") becomes the
beneficial owner or is deemed to beneficially own (as described in Rule 13d-3
under the Exchange Act) in excess of 30% of the company's voting power of the
capital stock normally entitled to vote in the election of directors of the
company. The provisions of this section shall also apply within 90 days of
any "change in control" as defined above if your employment is terminated for
any reason.
VARIATION TO TERMS AND CONDITIONS OF EMPLOYMENT
The company reserves the right to vary the terms and conditions of your
employment on one months notice. Any alterations to your contractual terms
will be notified to you personally. No variation of contract will be
implemented without prior consultation with you.
On behalf of Hawker Pacific Aerospace
NAME: David Lokken
SIGNATURE /s/ David Lokken DATE: 12/5/98
------------------------ ---------
CONFIRMATION OF ACCEPTANCE OF TERMS AND CONDITIONS OF EMPLOYMENT
I confirm that I wish to accept employment with Hawker Pacific Aerospace in
accordance with this Statement of Terms and Conditions of Employment.
NAME: Richard Adey
SIGNATURE: /s/ Richard Adey DATE: 12/5/98
------------------------ ---------