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Title: |
Employment Agreement |
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Entities: |
AirTran Holdings, Inc.; Frontier Airlines, Inc.; Hawaiian Holdings, Inc.; Midwest Air Group, Inc.; Southwest Airlines Co. |
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Date: |
2004 |
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Size: |
Preview shows 6KB of 37KB total |
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Price: |
$40 |
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ID: |
#873460 |
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EMPLOYMENT AGREEMENT
BETWEEN
AIRTRAN HOLDINGS, INC. AND
JOSEPH B. LEONARD
This Employment Agreement (henceforth the "Agreement") effective as of 7th day of September, 2004 (the "Effective Date") by and between JOSEPH B. LEONARD (henceforth the "Executive") and AIRTRAN HOLDINGS, INC., a Nevada corporation (henceforth the "Company").
RECITALS
WHEREAS, the non-management members of the Company's Board of Directors (henceforth the "Board") believe the Executive to be the best qualified individual to protect and enhance the best interests of the Company and its stockholders and that entering into this Agreement to ensure the Executive's continued and long-term employment with the Company is in the best interests of the Company and its stockholders; and
WHEREAS, the Board recognizes that, as in the case of many publicly-held corporations, the possibility of a change of control may exist and that the uncertainty and questions which such possibility may raise among management may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders; and
WHEREAS, the Board has determined that in the event of that contingency, it is imperative to be able to rely on management's continuance and in particular, the leadership of the Executive and that appropriate steps should be taken to secure that essential service; and
WHEREAS, the Board and the Executive also desire to provide for a change of status for the Executive during the term of this Agreement in order to maintain the Executive's continuing services; and
WHEREAS, the Executive and the Company now desire to enter into this Agreement;
NOW, THEREFORE, for and in consideration of the premises and mutual covenants and promises contained herein, the Company and the Executive agree as follows:
CONTRACT TERMS
1. DEFINITIONS
1.1 "Affiliate" means any Person directly or indirectly controlling or controlled by or under the direct or indirect common control with such Person. For purposes of this definition, "control" when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise.
1.2 "Affiliated Company" means:
1.3 A member of a controlled group of corporations of which the Company is a member or;
1.3.1 An unincorporated trade or business which is under common control with the Company as determined in accordance with Section 414(c) of the Internal Revenue Code of 1986, as amended (henceforth the "Code") and regulations issued thereunder.
1.3.2 For purposes hereof, a "controlled group of corporations" shall mean a controlled group of corporations as defined in Section 1563(a) of the Code determined without regard to Section 1563(a)(4) and (e)(3)(C) of the Code.
1.4 A "Change of Control" will be deemed to have occurred in the event that, after the Effective Date, any of the following events shall have occurred:
1.4.1 Any Person, or Persons acting together that would constitute a "group" (a "Group"), for purposes of Section 13(d) of the Securities Exchange Act of 1934 as from time to time amended, together with any Affiliates or Related Persons thereof (other than any employee stock ownership plan), beneficially owns 20% or more of the total voting power of all classes of Voting Stock of the Company;
2
1.4.2 Any Person or Group, together with any Affiliates or Related Persons thereof, succeeds in having a sufficient number of its nominees elected to the Board of Directors of the Company such that such nominees, when added to any existing director remaining on the Board of Directors of the Company after such election who is an Affiliate or Related Person of such Person or Group, will constitute a majority of the Board of the Company;
1.4.3 There occurs any transaction, or series of related transactions, and the beneficial owners of the Voting Stock of the Company immediately prior to such transaction (or series) do not, immediately after such transaction (or series) beneficially own Voting Stock representing more than 50% of the voting power of all classes of Voting Stock of the Company (or in the case of a transaction (or series) in which another entity becomes a successor to the Company, of the successor entity); or,
1.4.4 The Company shall cease to own a majority of the capital stock of its operating subsidiaries;
1.5 "Disability" shall mean the permanent and total inability by reason of mental or physical infirmity or both, of the Executive to perform the work customarily assigned to him. Additionally, a medical doctor, selected or approved by the Board must advise the Board that it is either not possible to determine when such Disability will terminate or that it appears probable that such Disability will be permanent during the remainder of the Executive's lifetime. If the Company secures an "own occupation" disability policy to cover its liability pursuant to this Agreement, such definition in the policy shall be deemed to control.
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