Exhibit 10.1 - Gordon Kilpatrick Employment Agreement


    EMPLOYMENT
      AGREEMENT

    BETWEEN 

    


    Navtech,
      Inc. (the
      Company)

    


    -
      and
      -

    


    Navtech
      Systems Support Inc.

    


    -
      and
      -

    


    Gordon
      Kilpatrick (the
      Employee)

    


    


    WHEREAS
      Navtech
      Systems Support Inc. (a wholly-owned subsidiary of Navtech, Inc.) and
the
      Employee wish to formalize an employment agreement with the other whereby
      Navtech Systems Support Inc. is the employer of record in Canada, and


    


    WHEREBY
      references to the Company within this agreement refer to Navtech, Inc.


    


    NOW
      THEREFORE THIS AGREEMENT WITNESSETH
      that for
      good and valuable consideration including the promises made between the parties
      in this Agreement, the receipt and sufficiency of which is hereby acknowledged
      by each of the parties, the parties hereby agree each with the other as
      follows:

    


    TERM
      OF EMPLOYMENT

    


    
      	1.             
              	
              Indefinite
                Term:
                

            


    

    
      


      
        	(a)  	
                The
                  term of this agreement shall commence on March 19,
                  2007.

              


      

       

    

    DUTIES
      AND RESPONSIBILITIES

    


    
      	
              2.  
                

            	
              In
                serving the Company as Chief Financial Officer, the Employee
                agrees:

            


    

    


    
      	(a)  	
              to
                undertake such duties and obligations in relation to the Company’s
                business and at such locations as the Board of Directors of the Company
                may require,

            


    

    


    
      	(b)  	
              to
                devote his whole working time and attention to his employment duties
                and
                responsibilities associated with his
                position,

            


    

    


    
      	(c)  	
              to
                perform such other duties and responsibilities as may be assigned
                by the
                Board of Directors,

            


    

    


    
      
        
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      	(d)  	
              to
                provide regular activity reports to the Board of Directors as the
                Board of
                Directors may require,

            


    

    


    
      	(e)  	
              and
                acknowledges that he is an Officer and fiduciary to the
                Company,

            


    

    


    
      	(f)  	
              to
                serve as an Officer of the Company and such subsidiaries of the Company
                as
                the Board of Directors may require,
                and

            


    

    


    
      	(g)  	
              not
                to serve on more than three (3) external Boards of Directors without
                the
                prior approval of the Board of
                Directors

            


    

    


    
      	(h)  	
              to
                serve a probationary period of three (3) months. The Employee shall
                participate in a performance evaluation to determine his suitability
                to
                the position within the three (3) month
                period.

            


    

    


    REMUNERATION

    
      


      
        	
                3.  
                  

              	
                Base
                  Salary

              


      

       

    

    
      	 	
              (a)  
                

            	
              The
                Employee will receive an annual base salary, in Canadian dollars,
                inclusive of overtime, holiday and vacation pay, and less all deductions
                required by law. 

            


    

    


    
      	(b)  	
              The
                Employee’s base salary is reviewed annually by the Board of Directors, and
                any change in base salary must be approved by the Board of
                Directors.

            


    

     

    
      
        
          	
                   

                	
                  
                    Bonus

                  

                


        

         

      

    

    
      	(c)  	
              The
                Employee, in his capacity as Chief Financial Officer, shall have
                the
                opportunity to earn a cash bonus if specific performance objectives
                are
                achieved.

            


    

    


    
      	(d)  	
              Annual
                performance objectives shall be established by the Human Resources
                and
                Compensation Committee (the “Committee”) in discussion with the Employee,
                and shall be subsequently approved by the Board of Directors.
                

            


    

    


    
      	(e)  	
              The
                fulfillment or non-fulfillment of the performance objectives and
                the
                quantum of the bonus payable shall be at the discretion of, and determined
                by, the Committee, and confirmed by the Board of
                Directors.

            


    

    
       

      
        
          
            	
                     

                  	
                    
                      Current
                        Compensation

                    

                  


          

           

        

      

    

    
      	 	
              (f)  
                

            	
              The
                Employee’s current base salary, bonus eligibility and performance
                objectives are reviewed annually by the Committee and Board of Directors,
                according to the fiscal year calendar, and are stated in the attached
                Schedule “A”.

            


    

     

    
      
        
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    BENEFITS

    


    
      	
              4.

            	
              (a)  
                

            	
              The
                Employee will be provided with the benefits as set out in Schedule
“B”,
                attached hereto, as may be altered by the Company from time to time
                in its
                sole discretion upon one (1) month notice.


            


    

     

    
      	(b)  	
              For
                insured benefits, the Employer is only required to pay its portion
                of the
                premiums and has no further
                obligation.

            


    

    


    
      	(c)  	
              The
                Employee will be reimbursed for annual professional fees upon proof
                of
                active membership (ie - Canadian Institute of Chartered
                Accountants).

            


    

    


    STOCK
      OPTIONS

    


    
      	
              5.

            	
              Subject
                to the approval of the Committee and the Board of Directors, the
                Employee
                shall be eligible to receive Options under the Navtech, Inc. 1999
                Stock
                Option Plan, as may be amended from time to time, and any grant of
                Options
                shall be governed by the 1999 Stock Option Plan and such terms as
                may be
                determined by the Board of Directors as permitted by the
                Plan.

            


    

    


    VACATION

    


    
      	6.
              	
               

            	
              The
                Employee shall be eligible for twenty (20) days paid vacation each
                fiscal
                year. Vacation entitlement shall be administered according to the
                Company’s vacation policy and practice, and may be altered from time to
                time by the Company in its sole discretion. The Employee shall not
                take
                more than two consecutive weeks of vacation without the prior approval
                of
                the Chief Executive Officer. 

            


    

    


    EXPENSES
      

     

    
      
        	
                7.  
                  

              	
                
                  Car
                    Allowance

                

              


      

       

    

    
      	(a)  	
              If
                the Employee uses his own vehicle in the performance of his job duties,
                the Employee will be paid a car allowance of $0.38 per kilometer,
                as may
                be altered by the Company from time to time in its sole
                discretion.

            


    

     

    
      
        
          	
                   

                	
                  
                    Business
                      Expenses

                  

                


        

         

      

    

    
      	(b)  	
              The
                Company agrees to reimburse the Employee for reasonable expenses
                (as
                determined in the sole discretion of the Company) incurred in connection
                with the carrying out of his duties. Such expenses must be documented
                in
                accordance with the Company policy, which may be altered from time
                to time
                by the Company in its sole
                discretion.

            


    

     

    
      
        
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    CONFLICT
      OF INTEREST

    


    
      	8.             
              	
              The
                Employee will ensure that his direct or indirect personal interests
                do
                not, whether potentially or actually, conflict with the Company’s
                interests. The Employee agrees to promptly report any potential or
                actual
                conflicts of interest to the Chairman of the Board of Directors.
                

            


    

     

    
      
        	 
                	
                
                  A
                    conflict of interest includes, but is not limited to the
                    following:

                

              


      

       

    

    
      	(a)  	
              A
                private or pecuniary interest in an organization with which the Company
                does business or which competes with the business interests of the
                Company.

            


    

    


    
      	(b)  	
              A
                private or pecuniary interest, direct or indirect, in any concern
                or
                activity of the Company of which the Employee is aware of or ought
                reasonably to be aware.

            


    

    


    
      	(c)  	
              Pecuniary
                interests include the pecuniary interest of the Employee’s parents,
                spouse, partner, children and relatives, a private corporation of
                which
                the Employee is a shareholder, director or officer, and a partner
                or other
                employer.

            


    

    


    COMPANY
      POLICIES

    


    
      	
              9.

            	
              (a)
                  

            	
              The
                Employee agrees to comply with the employment policies, practices,
                rules,
                regulations and instructions of the Company now in force or which
                hereafter may be amended, revised or adopted in the sole discretion
                of the
                Company, acting reasonably, from time to
                time.

            


    

    


    
      	 	
              (b)
                  

            	
              The
                Employee agrees to comply at all times with the prevailing laws,
                including, but not limited to, the Ontario Human
                Rights Code
                and the Occupational
                Health and Safety Act.

            


    

    


    
      	 	
              (c)
                  

            	
              A
                failure to comply with subsections 9(a) or 9(b) above constitutes
                both a
                breach of this Agreement and cause for termination without notice
                or
                compensation in lieu of notice.

            


    

    


    RESTRICTIVE
      COVENANTS

    


    
      	
              10.

            	
              (a)
                  

            	
              The
                Employee acknowledges and agrees that the restrictions and obligations
                imposed on the Employee in Schedule C hereto are reasonable and necessary
                for the protection of the Company, and the Employee waives any and
                all
                defences to the strict enforcement
                thereof.

            


    

    


    
      	 	
              (b)
                  

            	
              The
                Company and the Employee acknowledge and agree that the restrictions
                and
                obligations contained in Schedule C hereto will continue to apply
                notwithstanding the manner or reasons for the termination of the
                Employee’s employment and regardless of whether the employment of the
                Employee is terminated with or without notice or for cause or reasons
                other than cause.

            


    

    


    
      
        
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    RESIGNATION

    
      


      
        	
                11.

              	
                
                  The
                    Employee may terminate the Employee’s employment pursuant to this
                    Agreement by notifying the Chairman of the Board of Directors
                    in writing
                    of the Employee’s intention to resign, with a minimum of four (4) weeks
                    notice. 

                

              


      

       

    

    TERMINATION

    


    
      	
              12.

            	
              This
                Agreement may be terminated by the Company as a result of the following:
                

            


    

    


    
      	 	
              (a)  
                

            	
              on
                the death of the Employee;

            


    

    


    
      	 	
              (b)  
                

            	
              any
                act committed by the Employee, or a breach by the Employee of any
                material
                terms of his employment agreement, which would constitute grounds
                for his
                immediate dismissal with cause;

            


    

    


    
      	 	
              (c)  
                

            	
              upon
                provision of working notice, or pay in lieu thereof to the Employee
                of any
                amount equal to the greater of either six (6) months base salary
                or one
                (1) month base salary per completed year of service to a maximum
                entitlement of twelve (12) months, less statutory deductions, which
                payment shall be inclusive of all termination pay and severance pay
                entitlements under the Employment
                Standards Act,
                if applicable. The Employee agrees that such payment fully satisfies
                any
                and all claims, causes of action, complaints that the Employee might
                have
                against the Company, its subsidiaries, affiliates and each of its
                respective officers, directors, employees, servants, agents and assigns,
                jointly and severally, respecting termination notice, pay in lieu
                thereof,
                severance pay or damages for wrongful
                dismissal.

            


    

    


    The
      following clauses govern compensation upon termination of the
      Employee:

    


    
      	(d)  	
              vacation
                pay and wages owing at the date of termination and the payment referred
                to
                in subsection 12(a), 12(b), or 12(c) above will be paid in accordance
                with
                the Employment
                Standards Act.

            


    

    


    
      	(e)  	
              a
                pro-rata share of the fiscal year end bonus monies will be paid to
                the
                Employee, at the date of termination, calculated as a percentage
                of
                potential bonus earnings, corresponding to the number of completed
                months
                of employment within that fiscal year. Potential bonus monies will
                be
                calculated at the date of termination based upon the Company’s financial
                results to-date relative to budget (i.e., if the employee is terminated
                six months into a fiscal year and the Company has met 95% of EBITDA
                budget
                through the date of termination, then the employee would be paid
                one-half
                of the bonus amount that would have been earned if he had remained
                with
                the Company for the full year and the Company had achieved 95% of
                budget.)

            


    

     

    
      
        
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      	(f)  	
              any
                stock option entitlement will be governed solely by the 1999 Stock
                Option
                Plan.

            


    

    


    
      	(g)  	
              any
                money owing by the Employee to the Company at the date of termination
                will
                be deducted from any monies owing to the Employee by the Company
                and, in
                this regard, the Employee specifically authorizes the Company to
                deduct
                any monies owing by the Employee to the Company from the Employee’s
                termination payment. The Employee agrees that this paragraph is a
                formula
                from which a specific amount can be determined for the purposes of
                the
                Employment
                Standards Act.

            


    

    


    
      	(h)  	
              the
                Company will continue to pay its share of contributions for the
                corresponding term identified in 12.(c) to any benefit plan under
                which
                the Employee was covered at the time of termination of his employment
                in
                accordance with the Employment
                Standards Act.

            


    

    


    
      	(i)  	
              the
                Company will not reimburse the Employee for expenses as set out in
                subsection 7(b) above unless the expenses are authorized, properly
                documented and submitted within two weeks of the date of the termination.
                No expenses will be payable for any period following the last day
                the
                Employee was actively working for the
                Company.

            


    

    


    COMPLETE
      AGREEMENT AND SEVERABILITY

    


    
      	
              13.

            	
              (a)  
                

            	
              This
                Agreement, and the schedules hereto, constitute the complete agreement
                between the parties, and it is agreed that there is no term, condition,
                warranty, or representation, collateral or otherwise, that may govern
                or
                affect the relationship between the parties, other than those contained
                in
                this agreement.

            


    

    


    
      	(b)  	
              This
                Agreement takes effect in substitution for all previous Agreements
                and
                arrangements whether written, oral or implied between the Company
                and the
                Employee relating to the Employee’s employment, all of which agreements
                and arrangements shall be deemed to have been terminated by mutual
                consent
                as of and from the date upon which this Agreement is deemed to have
                commenced. 

            


    

    


    
      	 	
              (c)  
                

            	
              This
                Agreement may not be altered, modified or amended except by written
                instrument signed by both of the parties hereto. If any covenant
                or
                provision of this Agreement is determined to be void or unenforceable,
                in
                whole or in part, it shall not be deemed to affect or impair the
                validity
                of any other covenants or provisions of this Agreement which are
                hereby
                declared to be separate and distinct
                covenants.

            


    

     

    
      
        
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    INDEPENDENT
      LEGAL ADVICE

    


    
      	
              14.

            	
              (a)  
                

            	
              The
                Employee acknowledges that the Employee has been advised to seek
                independent legal advice and that the Employee was given the opportunity
                to seek and obtain such advice prior to the execution of this
                Agreement.

            


    

    


    
      	(b)  	
              The
                Employee states that the Employee has read the entire Agreement and
                understands its contents. The Employee further acknowledges that
                the
                Employee relied upon his own sources of information in signing this
                Agreement and did not rely on any assertions, promises or information
                from
                the Company other than the terms of this
                Agreement.

            


    

    


    GOVERNING
      LAW

    


    
      	
              15.

            	
              This
                Agreement shall be governed by and interpreted in accordance with
                the laws
                of the Province of Ontario.

            


    

    


    INTERPRETATION

    


    
      	
              16.

            	
              The
                language used in this Agreement shall be deemed to be the language
                chosen
                by the parties to express their mutual intent, and the Agreement
                shall be
                interpreted without regard to any presumption or other rule requiring
                interpretation of the Agreement more strongly against the party causing
                it
                to be drafted.

            


    

    


    NOTICES

    


    
      	
              17.

            	
              Any
                notice required or permitted to be given under this Agreement shall
                be in
                writing and shall be delivered personally or sent by prepaid registered
                mail to the parties hereto at their respective addresses, or to such
                other
                address as either party may from time to time designate in writing
                to the
                other. Any notice mailed as aforesaid, shall be deemed to have been
                received by the party to whom it was addressed on the third business
                day
                following such mailing.

            


    

     

    
      
        
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    For
      the Company:

    


    NAVTECH,
      INC.

    


    


    _______________________________ ______________________________

    Mr.
      David
      Strucke     Date

    President
      and CEO

    


    


    


    


    For
      the Canadian Employer of Record:

    


    NAVTECH
      SYSTEMS SUPPORT INC.

    


    


    _______________________________ ______________________________

    Mr.
      David
      Strucke     Date

    President
      and CEO

    


    


    


    


    For
      the Employee:

    


    


    _______________________________ ______________________________

    Mr.
      Gordon Kilpatrick    Date

    

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