Exhibit 10.34




 




 




INDEPENDENT CONTRACTOR AGREEMENT




 




 




THIS INDEPENDENT CONTRACTOR AGREEMENT

(the “Agreement”) is entered into on this 13th day of September,

2002 by and between Hans

Jörg Hunziker (or a company which is majority-owned by Mr. Hunziker) (“Contractor”) whose address is Luxweg

13, 8155 Niederhasle, Switzerland, and Willis Lease Finance Corporation

(“WLFC”) whose address is 2320 Marinship Way, Suite 300, Sausalito, CA  94965 USA. 

Contractor and WLFC are sometimes referred to in this Agreement as the

“Party” or collectively as the “Parties.”




 




R E C I T A L S




 




A.            Contractor

is knowledgeable in the aircraft and engine

leasing area and holds contacts in this regard in Europe and elsewhere

throughout the world.




 




B.            WLFC

desires to retain the services of Contractor, and Contractor desires to perform

services for WLFC, upon the terms and conditions hereinafter set forth.




 




A G R E E M E N T




 




The Parties agree as follows:




 




1.             Services.  During the term of this Agreement, and

subject to the terms and conditions hereinafter set forth, Contractor shall

perform services within his area of expertise for WLFC, including, but not

necessarily limited to, helping WLFC raise debt/equity in Europe, representing

WLFC at SR Technics, assisting in the identification and solicitation of

potential strategic partners, and performing

consulting services consisting of assisting in the sale, acquisition, or lease

of aircraft engines, and at WLFC’s option, aircraft, in Europe, or other

activities as Willis may reasonably request. 

Contractor agrees to work on this engagement and to keep Willis

regularly informed of the progress of his work by written monthly status

reports.   Such

services shall be performed from time to time as requested by the WLFC CEO

and/or COO or their designees.




 




 




2.             Term

and Termination.




 




(a)           Term.  The term of this Agreement shall commence

effective as of 15 September, 2002 and shall continue through 14 September,

2003 subject to termination at will, with or without cause, by either party

upon six (6) month’s advance written notice.




 




(b)           This Agreement shall

terminate upon the occurrence of any of the following events:




 





























 




                                (i)                                     The dissolution

or liquidation of WLFC;




 




                                (ii)           The death or total disability of

Contractor.  Total disability is any

disability which prevents Contractor from performing services hereunder for a

period of fifteen (15) consecutive days, or twenty (20) nonconsecutive days;




 




                                (iii)          A breach by Contractor of any of

Contractor’s covenants under this Agreement which Contractor fails to cure

within ten (10) days after written notice of default;




 




                                (iv)                              The mutual

written agreement of the Parties to this Agreement; or




 




                                (v)           Six (6) months after prior written

notice by either Party to the other Party.




 




(c)           Upon termination of

this Agreement for any reason whatsoever, (i) WLFC shall pay to Contractor all

amounts accrued under paragraph 3 hereof up to the date of termination; (ii)

Contractor shall deliver to WLFC any and all completed and uncompleted tasks

which Contractor may have been performing at the time of the termination as

well as all WLFC data and information, in written, recorded or physical form

concerning the subject of this Agreement and entrusted to or developed by

Contractor during this Agreement; and (iii) the terms and provisions of this

Agreement shall have no further force or effect.




 




(d)           The

Parties reserve the right to amend this Agreement at any time upon three (3)

days prior written notice to the other Party. 

All amendments must be in writing and executed by both Parties prior to

the amendment taking effect.




 




3.             Payment.




 




(a)           In consideration of

the services performed by Contractor hereunder, and upon completion of services

performed on terms satisfactory to WLFC, Contractor shall be entitled to the

compensation as set forth in the form of Exhibit A attached hereto. Contractor shall be paid in arrears based

upon receipt of his monthly invoice (to be paid within 30 days), without

deductions or withholdings.




 




(b)           Contractor shall be reimbursed within

fifteen (15) days of invoice for all reasonable out-of-pocket expenses incurred

solely in connection with his performance of services under this Agreement,

including office rental, travel expenses, presentation preparation costs,

telephone, facsimile and other communication expenses and other out-of-pocket

expenses.  All other costs and expenses

incurred in connection with the performance of Contractor’s obligations

hereunder, including without limitation, costs and expenses associated with employees

or agents of Contractor, insurance, licenses, taxes, accounting and bookkeeping

costs, and legal representation, shall be for the account of, and paid by,

Contractor.




 





























 




Contractor will travel coach class within the

E.U. and purchase the most reasonable flights available.  Overseas travel will be in business class,

if available.




 




Contractor

will submit itemized bills to WLFC monthly following the end of each calendar

month, together with invoices, receipts and other evidence of all expenses

included in each such bill.  All trips

which are expected to cost in excess of US$2,500.00 must be approved in advance

by WLFC.




 




 




4.             Relationship of

the Parties.




 




(a)           The Parties intend that the

relationship between them created by this Agreement is that of employer and

independent contractor.  Neither

Contractor nor any agent, employee, or servant of Contractor shall be or shall

be deemed to be an agent, employee, or servant of WLFC.  The manner and means of performing services

under this Agreement shall be under the sole control of Contractor.  None of the benefits provided by WLFC to its

employees (including, but not limited to, compensation, insurance, vacation

pay, sick leave, pension, profit sharing, health insurance and workers’

compensation insurance) shall be available to Contractor or any agent, employee

or servant of Contractor.  Contractor

shall be solely and entirely responsible for his acts and for the acts of his

agents, employees, servants, and subcontractors during the performance of

services under this Agreement, and Contractor specifically acknowledges he is

covered under his own workers’ compensation and will not be covered under the

workers’ compensation of WLFC.




 




(b)           During the term of this Agreement,

including any extensions or renewals thereof, Contractor shall perform all of

the duties required of him under the terms of this Agreement.




 




(c)           Contractor does not have the

authority to bind WLFC to any contract, nor does Contractor have the authority

to enter into contracts on behalf of WLFC. 

Each Party agrees not to represent in any way the existence of (i) any

authority to bind the other Party, or (ii) any relationship between the Parties

hereto other than the independent contractor arrangement specified herein.




 




5.             Compliance with

Laws and Regulations.  In the

performance of services hereunder, Contractor agrees to act in full compliance

with any and all applicable laws, rules and regulations adopted or promulgated

by any governmental agency or regulatory body, including state, federal and

provincial.  Contractor assumes full

responsibility for the payment of any and all contributions, payroll taxes or

assessments, state or federal or provincial, imposed with respect to Contractor

and/or any employees of Contractor engaged in the performance of services

hereunder. Contractor assumes and agrees to pay any and all gross receipts,

compensating, use, transaction, sales, or other taxes or assessments of

whatever nature or kind levied or assessed as a consequence of services

performed or compensation paid under this Agreement.




 





























 




6.             Indemnification.  Contractor shall indemnify, hold harmless,

protect, and defend WLFC from and against any and all damages, losses,

liabilities, obligations, or deficiencies resulting from, arising out of, or

connected with, (i) the nonfulfillment of any obligation on the part of

Contractor to be observed or performed under this Agreement, (ii) any and all

claims made against WLFC by any third party, or third parties, at any time

after the execution and delivery of this Agreement, arising out of, or

connected with, any gross negligent act, or gross negligent omission, or

willful misconduct of Contractor, or (iii) any demands, assessments, judgments,

costs, reasonable attorneys’ fees, or other expenses arising out of, or

connected with, any action, suit, proceeding or claim incident to any of the

foregoing.




 




7.             Arbitration.  Any and all claims arising out of or related

to the performance of services under this Agreement, any provision or aspect of

this Agreement, or any alleged breach thereof, including any dispute as to any

amount owed under this Agreement, shall be settled by arbitration in San

Francisco, California in accordance with the rules then prevailing of the

American Arbitration Association for Commercial Disputes; provided, however,

that (i) in the event of any conflict between this and any other provision of

this Agreement and such rules, the provisions of this Agreement shall prevail,

and (ii) any claim must be presented for arbitration within six (6) months

of the date upon which the aggrieved Party became aware of, or should have

become aware of, the alleged claim. 

Failure to assert a claim within six (6) months shall forever bar

assertion of the claim.  The results of

any arbitration shall be final and binding upon the Parties and judgment

thereon may be entered in any California court.




 




8.             Tax Effects.  Both Parties hereto intend all payments,

when made hereunder, to be fully deductible by WLFC and income to Contractor.

Contractor agrees to report all payments made hereunder in full compliance with

the tax legislation in Switzerland. Contractor shall be issued an IRS Form 1099

at year-end for all such income, if required.




 




9.             Authority.  Contractor represents and warrants that he

has the right to enter into and perform this Agreement and that any consent or

approval of any third party required for Contractor to do so has been obtained.




 




10.                                 Confidentiality.




 




(a)           Contractor acknowledges that in the course of performance

under this Agreement he will receive, develop and have access to the valuable,

proprietary and trade secret information of WLFC and that the unauthorized

disclosure of WLFC’s proprietary and trade secret information would irreparably

damage WLFC.  Accordingly, Contractor

agrees that all proprietary and trade secret information received or developed

by Contractor as a consequence of this Agreement shall be maintained in

confidence and will not be used, published or disclosed by Contractor without

the prior written consent of WLFC.




 





























 




(b)           The financial terms of this Agreement

are also to be considered Confidential Information, subject to required

reporting to authorities according to applicable local legislation.




 




(c)           Except in any

proceeding to enforce provisions of this Agreement, Contractor, its employees,

officers, directors and agents shall not publicize or disclose to any third

party any of the terms or conditions of this Agreement without the prior

written consent of WLFC, subject to required reporting to authorities according

to applicable local legislation.




 




(d)           If either Party, or

any one of its employees, officers, directors or agents is served with a

subpoena or other process requiring production or disclosure of this Agreement

or any of its terms or conditions, then the person or entity receiving such a

subpoena or other process, before complying with such subpoena or other

process, shall immediately notify the other of the same and permit the other a

reasonable period of time (taking into account the terms of the subpoena or

other process) to intervene and to contest such production.




 




(e)           The obligations of confidentiality

discussed in this Agreement shall survive the termination of this Agreement.




 




11.           Copyright.  Unless otherwise specified, all work

performed by Contractor under this Agreement, and all materials, products and

deliverables prepared by Contractor for WLFC shall be the property of WLFC and

all title and interest therein shall vest in WLFC and shall be deemed to be a

“work for hire” made in the course of the services rendered hereunder.  To the extent that title to any such works

may not by operation of law vest in WLFC, all rights, title and interest

therein are hereby irrevocably assigned to WLFC.




 




12.           Inventions.  Any inventions which arise from the performance of Contractor’s

services, and which are conceived or made in whole or in part by Contractor

during the term of this Agreement, shall belong to WLFC, provided such

inventions grow out of Contractor’s work with WLFC or are related in any manner

to the business (commercial or experimental) of WLFC.  Contractor agrees to aid and cooperate with WLFC in obtaining and

enforcing valid patents on such inventions and agrees to do all acts and

execute all documents reasonably necessary to obtain and enforce such patents

at WLFC’s request and expense.




 




13.           Conflicts of Interest. 

During the term of this Agreement, Contractor shall be under no

restriction with regard to entering into consulting arrangements with other

persons or organizations, except that Contractor shall not engage in any

activities which might be in conflict with WLFC’s interest, for example,

working for a competitor of WLFC. 

Contractor agrees to present any questions or concerns about the

implementation of this provision to WLFC and the parties agree to reach a mutually

satisfactory resolution of the issue.




 





























 




14.           Miscellaneous.




 




(a)           No Waiver.  No waiver of any breach or of any one or

more of the conditions or covenants in this Agreement by any Party hereto shall

be deemed to imply or constitute a further waiver of any other like breach or

condition or covenant.




 




(b)           Entire

Agreement.  This Agreement sets forth

the sole entire agreement and understanding between the Parties hereto as to

the subject matter hereof, and merges with and supersedes all prior

discussions, agreements and understandings of every and any nature between them

with respect to such sub­ject matter.




 




(c)           Binding Effect.  All terms and provisions of this Agreement

shall be binding upon and inure to the benefit of and be enforceable by the

Parties hereto and their successors and permitted assigns.




 




(d)           Assignment.  This Agreement can neither be assigned nor

can the performance of any duties be delegated by the Contractor without the

specific written authorization of WLFC.




 




(e)           Headings;

Severability.  The headings in the

sections of this Agreement are inserted for convenience only and shall not be

considered or referred to in resolving any questions of interpretation.  The provisions of this Agreement are

severable, and if any one or more provisions may be deter­mined to be

judicially unenforceable, in whole or in part, the remaining provisions, and

any partially unenforceable provisions, to the extent enforceable, shall

nevertheless be binding and enforceable upon the Parties hereto.




 




(f)            Notices.  All notices, requests, demands, and other communications

hereunder shall be in writing and shall be effective upon receipt.  All notices shall be given or served

personally or sent by facsimile or first class mail, postage prepaid, addressed

as follows:




 




	

  If to WLFC:


  	

  Willis

  Lease Finance Corporation


  Attn: Legal Department


  2320 Marinship Way, Suite 300


  Sausalito, CA  94965 U.S.A.


  Tel.:  415-331-5281


  Fax.: 415-331-5167


  
	

  




  	

   


  
	

  If to Contractor:


  	

  Hans

  Jörg Hunziker


  Luxweg 13


  8155 Niederhasli/ZH


  Zurich, Switzerland


  Tel:  _+41 1 850 66

  69_________________


  Email: hunziker@hotmail.com


  





 





























 




or to such other address which the Party receiving the notice has

notified the Party giving the notice in the manner aforesaid.




 




(g)           Trading in Willis

Lease Stock  Contractor acknowledges

that while working under this Agreement and for 60 (sixty) days thereafter,

Contractor shall act in compliance with the insider trading rules that apply to

any trades in the publicly traded stock of Willis Lease Finance Corporation.




 




(h)           Force Majeure.  Neither Party shall be liable for delay or

failure in the performance in whole or in

part of this Agreement if such failure is caused by acts of God or public

enemy, fire, flood, hurricanes, strikes or other labor disputes, riots,

insurrection, war, governmental orders or actions, delays occasioned by

suppliers or subcontractors or any cause beyond the control of either Party.




 




(i)            Governing Law.  This Agreement shall be con­strued and

interpreted according to the laws of the State of California.




 





























 




IN WITNESS WHEREOF, the Parties hereto have executed this Agreement

effective as of the date first written above.




 




 




WILLIS LEASE FINANCE CORPORATION




 




 




 




/s/ Donald A. Nunemaker




Executive Vice President




Chief Operating Officer




 




 




/s/ Hans Jörg Hunziker




Independent

Contractor




 




 




 




Exhibit A




to Independent Contractor Agreement




 




1.              For business purposes,

Contractor may use the title “Chairman, European Advisory Board”, or such other

title as may be agreed to between the Parties.




 




2.               Monthly payments for services performed shall

be equal to $19,583.33, which would equate to $235,000.00 on an annual basis.




 




3.               Monthly allowance for automobile expenses

shall be equal to $1,250.00.




 




4.               Contractor shall be eligible to receive an

annual performance bonus (“Bonus”) in an amount not to exceed $117,500.00

Bonus, if awarded, to be paid proportionally as per June 30 and December 31,

the first time as per December 31, 2002 per rata. Bonus shall be based upon

specific performance criteria to be agreed between Contractor and WLFC.




 




5.               Contractor shall be required to perform

services for 46 out of 52 weeks during the original term of the Agreement.