Unassociated Document


    EXHIBIT
      10.4

     

    EXECUTIVE
      EMPLOYMENT AGREEMENT

     

    THIS
      EXECUTIVE EMPLOYMENT AGREEMENT
      (the
“Agreement”)
      dated
      this 11th
      day of
      January, 2006 is between Airgroup Corporation, a Washington corporation with
      a
      place of business at 1227 120th
      Avenue
      NE, Bellevue, WA (the “Company”),
      and
      William H. Moultrie, an individual residing at 102 Cornelia Avenue, Mukilteo,
      WA
      98275 (the “Executive”).

     

    RECITALS

     

    WHEREAS,
      the
      Company desires to employ Executive, and Executive desires to be employed by
      the
      Company, upon the terms and conditions set forth in this Agreement;
      and

     

    WHEREAS,
      the
      Company and Executive have agreed to enter into this Agreement in consideration
      for, and in connection with, that certain Stock Purchase Agreement (the “Stock
      Purchase Agreement”) dated the date hereof by and between, among others, the
      Executive, the Company, and Radiant Logistics, Inc. (the “Parent”).

     

    NOW,
      THEREFORE,
      in
      consideration of the foregoing, the mutual and dependent promises hereinafter
      set forth, and other good and valuable consideration the receipt and sufficiency
      of which is hereby acknowledged the parties, intending to be legally bound,
      do
      hereby agree as follows:

     

    ARTICLE
      1

     

    EMPLOYMENT
      AND TERM

     

    1.1    Employment/Title.
      The
      Company hereby agrees to employ the Executive and the Executive hereby accepts
      employment as President of the Company under the terms and conditions set forth
      in this Agreement. Executive shall report to the Board of Directors of the
      Company or such other person as the Board of Directors shall designate, for
      the
      performance of his duties, and shall have responsibility for such duties as
      are
      customarily associated with his position and such other executive level duties
      and responsibilities, consistent therewith and with the status of a senior
      level
      executive of the Company, as may be assigned to the Executive by the Board
      of
      Directors or such other person as the Board of Directors shall designate.


     

    1.2    Employment/Duties.
      During
      the Term (as defined in Section 1.4 hereof), Executive shall devote
      substantially all of his working time, attention and skill to the business
      affairs of the Company. Executive shall diligently and faithfully devote his
      entire working time, energy, skill, and best efforts to the performance of
      his
      duties under this Agreement. Executive shall conduct himself at all times so
      as
      to advance the best interests of the Company, and shall not undertake or engage
      in any other business activity or continue or assume any other business
      affiliations which conflict or interfere with the performance of his services
      hereunder without the prior written consent of the Board of Directors of the
      Company. Executive also agrees that he shall not usurp or misappropriate, either
      to himself, or to any other person or entity, any corporate or other
      opportunities that would otherwise be available to the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.3    Effective
      Date.
      Executive will commence work immediately on the date hereof (the “Effective
      Date”).

     

    1.4    Term.
      This
      Agreement shall remain in force and effect for a term commencing on the
      Effective Date hereof and expiring on June 30, 2009 (the “Initial Term”), or
      until the employment relationship is earlier terminated pursuant to Section
      5
      hereof. This Agreement may be extended at the election and agreement of the
      Company and Executive (a “Renewal Term”). The Initial Term and any Renewal Term
      are collectively referred to as the “Term.”
      

     

    ARTICLE
      2

     

    COMPENSATION

     

    2.1    Base
      Salary.
      For
      each twelve (12) month period during the Term of this Agreement, the Executive
      shall be paid an annual base salary of One Hundred Twenty Thousand Dollars
      ($120,000). The Executive's annual base salary shall be payable in equal
      installments in accordance with the Company's general salary payment policies
      but no less frequently than monthly.

     

    2.2    Discretionary
      Bonus.
      The
      Executive shall be eligible to receive an annual performance bonus of up to
      25%
      of the Executive’s Base Salary at the discretion of the Board of Directors of
      the Company.

     

    2.3    Benefits.
      The
      Executive will, during the Term, be permitted to participate in such pension,
      profit sharing, bonus (subject to the provisions of Section 2.2), life
      insurance, hospitalization, major medical, and other employee benefit plans
      of
      the Company that may be in effect from time to time, to the extent Executive
      is
      eligible under the terms of those plans. The Company may alter, modify, add
      to
      or delete its executive benefit plans as they apply to the Company's senior
      executive officers at such times and in such manner as the Company determines
      appropriate, without recourse by Executive so long as such changes are applied
      in a substantially uniform manner to the Company's executive
      officers.

     

    2.4    Vacation.
      Executive shall be entitled to receive annual vacation in accordance with the
      Company's policies applicable to its senior executive officers, which in any
      event shall not be less than four (4) weeks
      or
      such greater number of weeks as may be provided to the Company's senior
      executives with comparable length of service. The Executive shall also be
      entitled to the paid holidays and other paid leave set forth in the Company's
      policies. Vacation days during any calendar year that are not used by the
      Executive during such calendar year may, at the election of the Company’s Board
      of Directors, either be carried over and used in the subsequent calendar year
      (however, not to exceed two (2) weeks), or may be
      paid
      to Executive in cash at the end of the calendar year.

     

    2.5    Business
      Expenses. Subject
      to and in accordance with the Company's policies and procedures, and, upon
      presentation of itemized accounts, the Executive shall be reimbursed by the
      Company for reasonable and necessary business-related expenses, which expenses
      are incurred by the Executive on behalf of the Company.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    2.6    Auto
      Allowance. During
      the Term, the Company shall provide the Executive with an auto allowance of
      $500.00 per month.  

     

    ARTICLE
      3


     

    PROPRIETARY
      INFORMATION

     

    3.1    Confidential
      and Proprietary Information.
      Executive acknowledges that he is in a relationship of confidence and trust
      with
      the Company and will come into possession of proprietary information that has
      been created, discovered, developed, acquired or otherwise become known to
      the
      Company, Parent or their respective affiliates (including, without limitation,
      information that is created, discovered, developed, acquired or made known
      by
      Executive in the course of his employment and information belonging to third
      parties) which could constitute a major asset of the Company, Parent or their
      respective affiliates and be of significant commercial value, the use,
      misappropriation or disclosure of such would cause a breach of trust and could
      cause irreparable injury to the Company Parent or their respective affiliates
      (all of the aforementioned information is hereinafter collectively referred
      to
      as “Proprietary Information”). By way of illustration, Proprietary Information
      includes, but is not limited to, trade secrets, processes, formulas, data and
      know-how, marketing plans, strategies, forecasts, customer lists, business
      plans, financial information, and information collected from the customers
      of
      the Company, Parent or their respective affiliates. Executive acknowledges
      that
      Proprietary Information is in part set forth in the manuals, memoranda,
      specifications, accounting and sales records, and other documents and records
      of
      the Company, Parent or their respective affiliates whether or not otherwise
      identified as “Proprietary.” Proprietary Information shall exclude information
      that has become part of the public domain, except (i) when and to the
      extent that such public information, when applied to or combined with other
      information, is non-public and proprietary to the Company, Parent or their
      respective affiliates, or (ii) where such information became public through
      unauthorized disclosure by Executive or another party under an obligation of
      confidentiality to the Company, Parent or their respective affiliates.
      Proprietary Information shall also exclude information that becomes available
      to
      Executive on a non-confidential basis from a non-Company third party which
      has
      not been disclosed in breach of any confidentiality agreement with the
      Company.

     

    3.2    Non-Disclosure.
      Executive acknowledges that all Proprietary Information shall be the sole
      property of the Company, Parent, their respective affiliates and their
      successors and assigns. Executive further acknowledges that it is essential
      for
      the proper protection of the business of the Company and Parent that such
      Proprietary Information be kept confidential and not disclosed to third parties
      or used for the benefit of Executive. Accordingly, Executive agrees that during
      the Term and for so long as the information remains Proprietary Information,
      to
      keep in confidence and trust all Proprietary Information, and not to use,
      disclose, disseminate, publish, copy, or otherwise make available, directly
      or
      indirectly, except in the ordinary course of the performance of Executive's
      duties under this Agreement, any Proprietary Information except as expressly
      authorized in writing by the Company or Parent; provided,
      however,
      that
      Executive shall be relieved of his obligation of nondisclosure hereunder if
      Proprietary Information is required to be disclosed by any applicable judgment,
      order or decree of any court or governmental body or agency having jurisdiction
      or by any law, rule or regulation, provided that in connection with any such
      disclosure, Executive shall give the Company and Parent reasonable prior written
      notice of the disclosure of such information pursuant to this exception and
      shall cooperate with the Company and Parent to permit the Company or Parent
      to
      seek confidential treatment for such information from any authority requiring
      delivery of such information; provided,
      further,
      however,
      that if
      Company or Parent has not obtained such confidential treatment by the date
      Executive is required by such authority to disclose the Proprietary Information,
      Executive shall be free to provide such disclosure and there shall be no
      violation of or damages determined under this Agreement or otherwise for
      Executive's disclosure action and compliance with or pursuant to such
      authority.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    3.3    Return
      of Proprietary Information.
      Executive agrees that when he ceases to be employed by the Company, whether
      such
      cessation of employment shall be for any reason or for no reason, with or
      without cause, voluntary or involuntary, or by termination, resignation,
      disability, retirement or otherwise, Executive shall deliver to the Company
      all
      documents and data of any nature owned by the Company pertaining to the
      Proprietary Information. 

     

    3.4    Works
      made for Hire.
      Executive further recognizes and understands that Executive's duties at the
      Company may include the preparation of materials, including without limitation
      written or graphic materials, and that any such materials conceived or written
      by Executive shall be done as “work made for hire” as defined and used in the
      Copyright Act of 1976, 17 U.S.C. §§ 1 et seq.
      In the
      event of publication of such materials, Executive understands that since the
      work is a “work made for hire”, the Company will solely retain and own all
      rights in said materials, including right of copyright.

    


    3.5    Disclosure
      of Works and Inventions.
      In
      consideration of the promises set forth herein, Executive agrees to disclose
      promptly to the Company’s Board of Directors, any and all works, inventions,
      discoveries and improvements authored, conceived or made by Executive during
      the
      period of employment and related to the business or activities of the Company,
      and Executive hereby assigns and agrees to assign all of Executive's interest
      in
      the foregoing to the Company or to its Board of Directors. Executive agrees
      that, whenever he is requested to do so by the Company, Executive shall execute
      any and all applications, assignments or other instruments which the Company
      shall deem necessary to apply for and obtain Letters Patent or Copyrights of
      the
      United States or any foreign country or to otherwise protect the Company's
      interest therein. Executive hereby appoints an authorized officer of the Company
      as Executive's attorney in fact to execute documents on his behalf for this
      purpose. Such obligations shall continue beyond the termination or nonrenewal
      of
      Executive's employment with respect to any works, inventions, discoveries and/or
      improvements that are authored, conceived of, or made by Executive during the
      period of Executive's employment, and shall be binding upon Executive's
      successors, assigns, executors, heirs, administrators or other legal
      representatives. Executive has attached hereto as Exhibit A a list of
      Innovations as of the date hereof which belong to Executive and which are not
      assigned to the Company hereunder (the “Prior Innovations”), or, if no such list
      is attached, Executive represents that there are no Prior
      Innovations.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      4

     

    COMPETITION

     

    4.1    Noncompetition
      and Nonsolictation Covenants.
      

     

    (a)    Executive
      covenants and agrees with the Company that during the Noncompete Term (as
      defined below) he will not, without the prior written consent of the
      Company,
      which
      may be withheld or given in its sole discretion, directly or indirectly, or
      individually or collectively within the United States of America, lend any
      advice
      or
      assistance, or engage in any activity or act in any manner, including but not
      limited to, as an individual, owner, sole proprietor, founder, associate,
      promoter, partner, joint venturer, shareholder (other than as the record or
      beneficial owner of less than five percent (5%) of the outstanding shares of
      a
      publicly traded corporation), officer, director, trustee, manager, employer,
      employee, licensor, licensee, principal, agent, salesman, broker,
      representative, consultant, advisor, investor or otherwise for the purpose
      of
      establishing, operating, assisting or managing any business or entity that
      is
      engaged in activities competitive with the business of the Company as such
      business is conducted by the Company during the Noncompete Term (as defined
      below).

     

    (b)    Executive
      covenants and agrees with the Company that during the Noncompete
      Term
      (as
      defined below), without the prior
      written consent
      of
the
      Company, which may be withheld or given in its sole discretion, he will not
      act
      in any manner, including but not limited to, as an individual, owner, sole
      proprietor, founder, associate, promoter, partner, joint venturer, shareholder
      (other than as the record or beneficial owner of less than five percent (5%)
      of
      the outstanding shares of a publicly traded corporation), officer, director,
      trustee, manager, employer, employee, licensor, licensee, principal, agent,
      salesman, broker, representative, consultant, advisor, investor or otherwise,
      directly or indirectly, to: (i) solicit, counsel or attempt to induce any person
      who is then in the employ of the Company, or who is then providing services
      as a
      consultant or agent of the Company, to leave the employ of or cease providing
      services, as applicable, to the Company, or employ or attempt to employ any
      such
      person or persons who at any time during the preceding one (1) year was in
      the
      employ of, or provided services to, the Company; or (ii) solicit, bid for or
      perform for any of the then current customers of the Company (defined as a
      customer who has done business with the Company or any of its exclusive agents
      within the preceding one (1) year period) any services of the type the Company
      or any of its exclusive agents performed for such customer at any time during
      the preceding one (1) year period.

     

    4.2    Noncompete
      Term.
      The
“Noncompete Term” shall mean the period commencing on the Effective Date and
      ending October
      1, 2011. 

     

    4.3    Blue
      Pencil Rule.
      The
      Executive and the Company desire that the provisions of this Article 4 be
      enforced to the fullest extent permissible under the laws and public policies
      applied in each jurisdiction in which enforcement is sought. The parties agree
      that Executive is a key executive of the Company. If a court of competent
      jurisdiction, however, determines that any restrictions imposed on the Executive
      in this Article 4 are unreasonable or unenforceable because of duration,
      geographic area or otherwise, the Executive and Company agree and intend that
      the court shall enforce this Article 4 to the maximum extent the court deems
      reasonable and that the court shall have the right to strike or change any
      provisions of this Article 4 and substitute therefore different provisions
      to
      effect the intent of this Article 4 to the maximum extent possible.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    4.4    Tolling
      Period.
      The
      non-competition, non-disclosure and non-solicitation obligations contained
      in
      Section 4 of this Agreement shall be extended by the length of time during
      which
      Executive shall have been in breach of any of the provisions of such Section
      4,
      regardless of whether the Company knew or should have known of such
      breach.

     

    ARTICLE
      5

     

    TERMINATION
      OF EMPLOYMENT AND SEVERANCE BENEFITS

     

    5.1    Events
      of Termination by the Company.
      

     

    (a)    Death
      or Disability.
      In the
      event Executive dies or becomes permanently disabled during the term of this
      Agreement, his employment hereunder shall automatically terminate. In such
      case,
      the Company shall pay to Executive or his estate, personal representative or
      beneficiary, as the case may be: (i) any Base Salary earned but unpaid at the
      date of termination; (ii) any unpaid accrued benefits of the Executive through
      the date of termination; (iii) any unreimbursed expenses for which Executive
      shall not have been reimbursed as provided in Article 2; and (iv) any accrued
      but unpaid bonus through the date of termination. For the purpose of this
      Agreement, “permanent disability” or “permanently disabled” shall mean the
      inability of the Executive, due to physical or mental illness or disease, to
      perform the functions then performed by such Executive for one hundred eighty
      (180) substantially consecutive days, accompanied by the likelihood, in the
      opinion of a physician chosen by the Company and reasonably acceptable to the
      Executive, that the disabled Executive will be unable to perform such functions
      within the reasonably foreseeable future; provided,
      however,
      that
      the foregoing definition shall not include a disability for which the Company
      is
      required to provide reasonable accommodation pursuant to the Americans with
      Disabilities Act or other similar statute or regulation. 

     

    (b)    By
      the
      Company for Cause.
      This
      Agreement may be terminated by the Company for “Cause” at any time. “Cause”
      for termination shall mean the following conduct:

     

    (i)    Executive's
      falsification of the books and records of the Company, misappropriation or
      embezzlement of funds or property of the Company, any attempt to obtain any
      personal profit from any transaction in which the Executive has an interest
      that
      is adverse to the Company, any breach of the duty of loyalty and fidelity to
      the
      Company, or any other similar material dishonesty with respect to the Company;
      

     

    (ii)    Any
      act
      or omission which causes the Company to be in violation of governmental
      regulations that subjects the Company either to sanctions by governmental
      authority or to civil liability to its employees or third parties;

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    


    (iii)    Breach
      of
      any material provision of this Agreement by the Executive if not cured within
      fifteen (15) days after receiving written notice thereof; 

     

    (iv)    Material
      neglect or refusal to perform the duties assigned to the Executive pursuant
      to
      this Agreement if not cured within fifteen (15) days after receiving written
      notice thereof

     

    (v)    Conviction
      of, or plea of nolo contendere to, a felony; or

     

    (vi)    Gross
      or
      willful misconduct of Executive with respect to the Company if not cured within
      fifteen (15) days after receiving written notice thereof.   

     

    Upon
      termination of Executive's employment hereunder for Cause, the Company shall
      have no further obligation or liability to Executive other than the payment
      of
      (i) Base Salary earned but unpaid at the date of termination,
      (ii) any
      unpaid accrued benefits of the Executive, and (iii) reimbursement for any
      expenses for which the Executive shall not have been reimbursed as provided
      in
      Article 2.

     

    (c)    By
      Executive For Good Reason.

     

    (i)    Executive
      may terminate his employment by the Company for “Good Reason” at any time upon
      at least ten (10) days’ written notice to the Company, setting forth in
      reasonable detail the nature of such Good Reason. “Good Reason” for Executive to
      terminate his employment shall mean, in the absence of a for Cause event
      initiated first by the Company, any material act or omission by the Company
      that
      is not consented to by the Executive in a writing signed by Executive which
      constitutes a material breach of any term or provision of this Agreement or
      which results in the assignment to Executive of any duties materially
      inconsistent with, or in any material diminution of, the positions, duties,
      responsibilities and status of Executive hereunder or any change in Executive's
      title or duties with the same intent or effect which breach continues for more
      than fifteen (15) days after the Company receives written notice of such
      breach.

     

    (ii)    In
      the
      event of the termination of the Executive’s employment with the Company by
      Executive for “Good Reason” as defined above, Executive shall be entitled to
      receive from the Company continuation of payment of all Base Salary and bonus
      and continuation of all benefits which Executive would have been entitled to
      receive had his employment not terminated, at the same times as such payments
      would otherwise have been made pursuant to Article 2 hereof for a period of
      one
      (1) year after such termination of employment if, and only if, the Executive
      signs a valid general release of all claims against the Company, its affiliates,
      subsidiaries, officers, directors, and agents, in a reasonable form provided
      by
      the Company.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    (d)    Termination
      other than for Cause.
      Executive’s
      employment may not be terminated by the Company hereunder except for Cause,
      or
      as a result of his Death or Disability, or following his voluntary resignation.
      

     

    5.2    Voluntary
      Termination by Executive.
      Executive may voluntarily resign or terminate his employment for other than
      Good
      Reason. In such case, the Company shall have no further obligation or liability
      to Executive other than the payment of: (i) Base Salary earned but unpaid
      at the date of termination; (ii) any unpaid accrued benefits of the
      Executive;
      (iii)
      reimbursement for any expenses for which the Executive shall not have been
      reimbursed as provided in Article 2; and (iv) any unpaid bonus, including,
      without limitation, any bonus provided under Section 2.2 hereof, earned by
      the
      Executive prior to the date of such termination.

     

    5.3    Survival.
      Notwithstanding termination of this Agreement as provided in this
      Article 5, the rights and obligations of Executive and the Company under
      Article 3 through Article 5 and Sections 6.5, 6.9 and 6.10 shall survive
      termination. 

     

    ARTICLE
      6

     

    GENERAL
      PROVISIONS

     

    6.1    Entire
      Agreement.
      This
      Agreement contains the entire understanding of the parties with respect to
      the
      matters contained herein and supersedes all prior and contemporaneously made
      written or oral agreements between the parties relating to the subject matter
      hereof. There are no oral understandings, terms, or conditions, and no party
      has
      relied upon any representation, express or implied, not contained in this
      Agreement.

     

    6.2    Amendments.
      This
      Agreement may not be amended in any respect whatsoever, nor may any provision
      hereof be waived by any party, except by a further agreement, in writing, fully
      executed by each of the parties.

     

    6.3    Successors.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      to
      their respective heirs, personal representatives, successors and assigns,
      executors and/or administrators, provided that (a) Executive may not assign
      his
      rights hereunder (except by will or the laws of descent) without the prior
      written consent of the Company and (b) Company may not assign its rights
      hereunder without the prior written consent of Executive which will not be
      unreasonably withheld.

     

    6.4    Captions.
      The
      captions of this Agreement are for convenience and reference only and in no
      way
      define, describe, extend or limit the scope or intent of this Agreement or
      the
      intent of any provision contained in this Agreement.

     

    6.5    Notice.
      All
      notices, consents, waivers, and other communications under this Agreement must
      be in writing and will be deemed to have been duly given when (a) delivered
      by
      hand, (b) sent by facsimile (with written confirmation of receipt), provided
      that a copy is mailed by registered mail, return receipt requested, or (c)
      when
      received by the addressee, if sent by a nationally recognized overnight delivery
      service (receipt requested), in each case to the appropriate addresses and
      facsimile numbers set forth below (or to such other addresses and facsimile
      numbers as a party may designate by notice to the other parties):

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    If
      to the
      Company:                              


    Radiant
      Logistics, Inc. 

    c/o
      Stephen M. Cohen, General Counsel

    1604
      Locust Street, Third Floor

    Philadelphia,
      Pennsylvania 19103

    


    With
      a
      copy to: 

    Vincent
      A
      Vietti, Esq.

    c/o
      Fox
      Rothschild LLP

    Princeton
      Pike Corp. Center

    997
      Lenox
      Drive, Building 3

    Lawrenceville,
      New Jersey 08648-2311

    


    


    if
      to the
      Shareholder:

    William
      H. Moultrie

    102
      Cornelia Avenue

    Mukilteo,
      Washington 98275    

    


    


    With
      a
      copy to:

    Michael
      S. Roberts

    Connelly
      Roberts & McGivney

    1
      North
      Franklin Street

    Suite
      1200

    Chicago,
      Illinois 60606

     

    6.6    Counterparts.
      This
      Agreement may be executed in one or more copies, each of which shall be deemed
      an original. This Agreement may be executed by facsimile signature and each
      party may fully rely upon facsimile execution; this agreement shall be fully
      enforceable against a party which has executed the agreement by
      facsimile.

     

    6.7    Partial
      Invalidity.
      The
      invalidity of one or more of the phrases, sentences, clauses, sections or
      Articles contained in this Agreement shall not affect the validity of the
      remaining portions so long as the material purposes of this Agreement can be
      determined and effectuated.

     

    6.8    Applicable
      Law.
      This
      Agreement shall be governed by, construed and enforced in accordance with the
      laws of the State of Washington without regard to principles of comity or
      conflicts of laws provisions of any jurisdiction.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    6.9    Resolution
      of Disputes.

     

    (a)    Subject
      to the provisions of Section 6.9(b), any dispute, difference or controversy
      arising under this Agreement regarding the payment of money shall be settled
      by
      arbitration. Any arbitration pursuant to this Section 6.9 shall be held
      before a single arbitrator. Except as otherwise set forth herein, each party
      shall bear its own expenses for counsel and other out-of-pocket costs in
      connection with any resolution of a dispute, difference or controversy. Any
      arbitration shall take place in Seattle, Washington or at such other location
      as
      the parties may agree upon, according to the American Arbitration Association's
      Employment
      Arbitration Rules now in force and hereafter adopted or by the parties' further
      agreement or as set forth herein. The parties agree that, in any arbitration
      the
      parties shall, to the maximum extent possible, have such rights as to the scope
      and manner of discovery as are permitted in the Federal Rules of Civil Procedure
      and consent to the entry of any order of any court of competent jurisdiction
      necessary to enforce such discovery. In submitting the dispute to the
      arbitrators, each of the parties shall concurrently furnish, at its own expense,
      to the arbitrator and the other parties such documents and information as the
      arbitrator may request. Each party may also furnish to the arbitrator such
      other
      information and documents as it deems relevant, with the appropriate copies
      and
      notification being concurrently given to the other party. Neither party shall
      have or conduct any communication, either written or oral, with the arbitrator
      without the other party either being present or receiving a concurrent copy
      of
      such written communication. The arbitrator may conduct a conference concerning
      the objections and disagreements between the parties, at which conference each
      party shall have the right to (i) present its documents, materials and
      other evidence (as previously provided to the arbitrator and the other parties),
      and (ii) to have present its or their advisors, accountants and/or counsel.
      The arbitrator shall make his award in accordance with and based upon all the
      provisions of this Agreement,
      and
      judgment upon any award rendered by the arbitrator shall be entered in any
      court
      having jurisdiction thereof. The fees and disbursements of the arbitrator shall
      be borne equally by the parties, with each party bearing its own expenses for
      counsel and other out-of-pocket costs. The arbitrator is specifically authorized
      to award costs and attorney's fees to the party substantially prevailing in
      the
      arbitration and shall do so in any case in which he believes the arbitration
      was
      not commenced in good faith.

     

    (b)    The
      parties acknowledge that in the case of disputes regarding matters other than
      the payment of money, damages may be insufficient to remedy a breach of this
      Agreement and that irreparable harm may result from a breach of this Agreement.
      Accordingly, the parties consent to the award of preliminary and permanent
      injunctive relief and specific performance to remedy any material breach of
      this
      Agreement, regarding disputes other than the payment of money, without limiting
      any other rights or remedies to which the parties may be entitled under law
      or
      equity. Either party may pursue injunctive relief or specific performance in
      any
      court of competent jurisdiction.

     

    6.10    No
      Waiver. No
      failure on the part of any Party to exercise, and no delay by any Party in
      exercising, any right, power or remedy hereunder shall operate as a waiver
      thereof, nor shall any single or partial exercise by any Party of any right,
      power or remedy hereunder, preclude any other or further exercise thereof,
      or
      the exercise of any other right, power or remedy by such Party.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    6.11    Genders.
      Any
      reference to the masculine gender shall be deemed to include feminine and neuter
      genders, and vice versa, and any reference to the singular shall include the
      plural, and vice versa, unless the context otherwise requires.

     

    6.12    No
      Conflicts.
      The
      parties represent and warrant that the terms of this Agreement do not violate
      any existing agreements with other parties.

     

    6.13    Deductions
      from Salary and Benefits.
      The
      Company will withhold from any salary or benefits payable to the Executive
      all
      federal, state, local, and other taxes and other amounts as required by law,
      rule or regulation.

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Agreement to be duly executed as of the date
      first set forth above.

     

    IMPORTANT
      NOTICE:
      THIS AGREEMENT RESTRICTS EXECUTIVE’S RIGHTS TO OBTAIN OTHER EMPLOYMENT FOLLOWING
      HIS EMPLOYMENT WITH THE COMPANY. BY SIGNING IT, EXECUTIVE ACKNOWLEDGES THIS
      FACT, AND FURTHER ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY THE COMPANY TO READ
      THE AGREEMENT CAREFULLY, AND/OR TO CONSULT WITH COUNSEL OF HIS CHOICE CONCERNING
      THE LEGAL EFFECTS OF SIGNING THE AGREEMENT, PRIOR TO SIGNING
      IT.

    


     

     

    COMPANY:

     

    AIRGROUP
      CORPORATION

     

    By:  
      /s/
      Bohn
      H. Crain 
      
        

      

    

    Its:
      Chief
      Executive Officer

     

    EXECUTIVE:

     

    /s/
      William H. Moultrie 
      
        

      

    

    William
      H. Moultrie

    


     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A

    


    LIST
      OF PRIOR INNOVATIONS

     

     

    None