Exhibit 10.19


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


This
Executive Employment Agreement (“Agreement”) is
made and entered into as of June 28, 2010 by and between Erickson
Air-Crane Incorporated, a Delaware corporation (the “Company”),
and David A. Ford (“Executive”).


 


1.                                      Terms
and Conditions. This Agreement is subject to
the terms and conditions set forth on Exhibit A.


 


2.                                      Title. Executive shall serve as Vice President, Aircraft
Manufacturing and MRO of the Company. Executive will report to, and be directed
by, the Company’s Chief Executive Officer (“CEO”).


 


3.                                      Salary and Benefits. Executive’s initial base
salary (the “Base Salary”) is $200,000 per  year,
payable in equal installments in accordance with the Company’s standard payroll
practices, subject to applicable income tax and employment tax withholding
requirements. Executive will be eligible for an annual target bonus of up to
40% of Base Salary, which will be determined by, and payable in accordance
with, the Company’s management bonus plan policies and procedures, as
determined by the Board of Directors (the “Board”) or a
committee of the Board from time to time (the “Target Bonus”).
For the fiscal year ending December 31,
2010, and subject to Executive satisfying performance objectives to be agreed
by Executive and the CEO and to satisfaction by the Company of its performance
objectives, Executive will be entitled to receive a Target Bonus calculated as
if Executive had been employed by the Company as of January 1, 2010 (that
is, such Target Bonus will not be pro-rated based on Executive’s June 2010
start date). Executive will be eligible for standard benefits offered to
similarly situated employees.


 


4.                                      Relocation. To assist
Executive in relocating his residence to Oregon at the outset of his
employment, the Company will pay or reimburse Executive up to the aggregate
maximum amount of $67,000 for the following relocation assistance: (a) packing,
shipping, delivery, storage (for up to ninety (90) days) and unpacking of
Executive’s common household goods and furnishings, to be arranged by the
Company and handled by a moving services company selected by Executive, the
expense of which may be paid directly by the Company to such moving services
company, (b) reimbursement (not to exceed $28,000) for broker fees incurred
by Executive in connection with the sale of Executive’s current residence in
Pennsylvania, (c) payment or reimbursement of travel expenses for Executive and
his family to travel to Oregon for the purpose of locating a new residence
and/or schools, (d) payment or reimbursement of travel expenses for
Executive to travel to Oregon in conjunction with Executive’s assumption of
duties, and (e) payment of up to ninety (90) days of temporary housing
costs for Executive and his immediate family in Oregon. As a condition of
receiving this relocation assistance, executive agrees: (i) to provide all
documentation requested by the Company in connection with this Section 4
upon the request of the Company, (ii) to indemnify and hold the Company
harmless for any and all claims in connection with this relocation up to a
maximum obligation of Executive of $100,000, and (iii) that the Company
shall have no liability to Executive or his family for lost or damaged items,
or otherwise, in


 

















 


connection with this
relocation. Executive shall contact Martha Erickson at the Company in order to
initiate this relocation assistance. To the extent that the relocation benefits
provided by this Section 4 would be subject to state and federal income
taxes, then Executive shall be entitled to receive an additional payment (a “Tax
Restoration Payment”) in an amount that shall fund the payment by Executive of
any state and federal taxes imposed on such relocation benefits, as well as all
income taxes imposed on the Tax Restoration Payment.


 


5.                                      Termination and Severance. Executive’s employment is “at-will”
and may be terminated by Executive or the Company with or without cause and
with or without prior notice at any time. Except as described in Exhibit A,
upon Executive’s termination of employment, Executive will be entitled only to
current Base Salary and any accrued, unused vacation compensation, in each case
only to the extent earned as of the date of termination. Upon termination of
Executive’s employment, his options, restricted stock, and restricted stock
units will be treated as set forth in the agreements representing those
options, restricted stock, and restricted stock units.


 


6.                                      Other Agreements; Integration. This Agreement, the
Proprietary Rights, Invention Assignment & Confidentiality
Agreement executed by Executive of even date herewith, and the exhibits to this
Agreement, including the terms and conditions attached as Exhibit A, set
forth the entire agreement of the Company and Executive in respect of the
subject matter contained in this Agreement. This Agreement replaces and
supersedes any and all prior or contemporaneous negotiations, communications,
understandings, obligations, commitments, agreements, or contracts, whether
written or oral, between the parties respecting the subject matter of this
Agreement.


 


The Company and Executive
acknowledge that each had the opportunity to consult with legal and financial
counsel concerning the rights and obligations arising under this Agreement,
that each has read and understands this Agreement, and that each enters into it
willingly.


 


This Agreement is duly
executed and delivered as of the day and year stated above.


 


	
  Erickson Air-Crane
  Incorporated

  	
  Executive

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Udo Rieder

  	
   

  	
  /s/ David A. Ford

  
	
   

  	
  Udo Rieder

  	
   

  	
  David A. Ford

  
	
   

  	
  Chief Executive Officer

  	
   

  	
   

  



 


2

















 


Exhibit A


 


Terms
and Conditions


 


1.                                      Position
and Duties. Executive shall perform duties consistent with his
position as Vice President, Aircraft Manufacturing and MRO of the Company, as
well as additional duties as may be mutually agreed upon by Executive and the
Company. Executive’s primary place of employment will be at the Company’s
facility in Central Point, Oregon, or any other location as the CEO may
determine. From time to time, Executive’s duties may require him to travel and
attend meetings at various locations throughout the world, including to the
Company’s other facilities and the facilities of its subsidiaries and
affiliates. Executive shall at all times faithfully and to the best of
Executive’s abilities and experience, and in accordance with the Company’s
policies, procedures and standards of conduct and ethics, perform all duties
required by the Agreement and by the directives of the CEO and Board.


 


2.                                      Limitations
on Outside Activities. During Executive’s employment with the
Company, Executive shall not engage in any activity that conflicts with or is
detrimental to the Company’s best interests, as determined by the Company in
its sole discretion, and Executive will devote his full business time, ability,
knowledge and attention to the Company’s business affairs and interests. Except
for activities expressly authorized by the prior written approval of the CEO
during his employment, Executive will not: (a) engage in any business
activities other than on behalf of the Company; (b) serve as an officer,
general partner, or member in any for-profit corporation, partnership or firm;
or (c) directly or indirectly invest in, participate in, or acquire an
interest in any entity engaged in a similar or competing business, except that
Executive may make passive investments in the publicly traded stock of any
entity whose securities are listed on a public exchange, provided that
Executive does not acquire more than one percent of the outstanding publicly
traded shares. Nothing in this section precludes Executive from engaging in
charitable, educational, or other civic or non-profit activities, if those
activities do not interfere with Executive’s duties to the Company or otherwise
reflect negatively upon the Company.


 


3.                                      Base
Salary. The Company will review Executive’s base salary on an annual basis
during Executive’s employment and will make adjustments to the Base Salary as
is deemed appropriate in the Company’s sole discretion. The Company also will
reimburse Executive for any reasonable business expenses Executive incurs in
performing his duties, subject to the Company’s standard employee expense
reimbursement policies. Executive shall not be entitled to additional
compensation for service as an officer or director for any of the Company’s
subsidiaries or affiliates or in any similar office or position which Executive
assumes within the Company or in which the Company holds an interest.


 


4.                                      Bonus
Compensation. The Target Bonus will be subject to the terms and
conditions of Company’s bonus plan for the given year.


 


3

















 


5.                                      Benefits. All benefits
are subject to the terms and conditions of each of the Company’s applicable
plans, policies, or arrangements, which the Company may amend or terminate from
time to time without notice.


 


6.                                      Severance
Compensation.


 


6.1                               Definitions.


 


(i)                                     “Cause” means: (i) a
breach of any material provision of the Agreement or the Proprietary Rights, Invention
Assignment & Confidentiality Agreement; (ii) fraud or an act of
dishonesty in connection with Executive’s employment; (iii) gross
misconduct or gross negligence; (iv) willful or habitual neglect in the
performance of Executive’s duties after having received written notice calling
Executive’s attention to the deficiency and requiring improvement; (v) the
making of disparaging remarks about the Company, its products, employees,
services, or other business, or otherwise causing any injury to the economic or
ethical welfare of the Company; (vi) sexual or any other prohibited form
of harassment or discrimination; (vii) violation of any material Company
policy, procedure or guideline; or (viii) engaging in any of the following
forms of misconduct: commission of any felony or of any misdemeanor involving
dishonesty or moral turpitude; theft or misuse of Company’s property or time;
insubordination; appearing on Company premises while intoxicated or while under
the influence of controlled substances; illegal gambling on Company’s premises;
or falsifying any document or making any false or misleading statement relating
to Executive’s employment by the Company.


 


(ii)                                  A “Change of Control” occurs upon the completion of any of the
following events in a single transaction or in a series of related
transactions: (i) a merger or consolidation in which the Company is not
the surviving entity, except for a transaction the principal purpose of which
is to change the state of the Company’s incorporation or a transaction in which
50% or more of the surviving entity’s outstanding voting stock following the
transaction is held by holders who held 50% or more of the Company’s
outstanding voting stock before the transaction; (ii) the sale, transfer
or other disposition of all or substantially all of the assets of the Company; (iii) any
reverse merger in which the Company is the surviving entity if, immediately
after the merger, 50% or more of the Company’s outstanding voting stock is
transferred to holders different from those who held the stock immediately
before the merger; or (iv) the acquisition by any person (or entity),
directly or indirectly, of 50% or more of the combined voting power of the
outstanding shares of Company’s common stock.


 


(iii)                               “Disability” means that
Executive, due to physical or mental illness, becomes incapable of performing
the essential functions of his position,


 


4

















 


with or without reasonable
accommodation, for three months in the aggregate during any period of six consecutive
months.


 


(iv)                              “Good
Reason” means a material reduction in Executive’s duties, level of responsibility
or authority, other than reductions solely attributable to the Company becoming
a subsidiary or division of another company or isolated incidents that are
promptly remedied by the Company.


 


6.2                               Severance
Payment Upon Termination Due to Death or Disability; by Company Without Cause;
by Executive for Good Reason After a Change in Control.


 


(i)                                    If, after
Executive has completed at least 90 days of employment by the Company,
Executive’s employment with the Company is terminated by the Company without
Cause, by Executive’s for Good Reason following a Change in Control, or as a
result of Executive’s death or, consistent with applicable law, Executive’s
Disability, then, in addition to the payment described in Section 5 of the
Agreement and in consideration of: (i) Executive’s execution within 30
days of the date of termination of a final, complete, and enforceable release,
in substantially the form attached as Attachment A (as the Company may amend
from time to time), of all claims that either Executive or Executive’s estate
has or may have against the Company relating to or arising in any way from
Executive’s employment and employment termination; (ii) complete and continuing
confidentiality for the Company’s proprietary information and trade secrets and
the circumstances of Executive’s separation from the Company; and (iii) Executive’s
or Executive’s estate’s continued compliance with Sections 7, 10, and 11 of
this Exhibit A, the Proprietary Rights, Invention Assignment &
Confidentiality Agreement, and all other agreements entered into by Executive
with the Company; the Company shall pay to Executive or his estate severance
compensation in an amount equal to three-quarters of Executive’s annual Base
Salary in effect as of the date of termination, in equal installments at the
end of each calendar month for the nine-month period following Executive’s
termination, beginning only after expiration of the revocation period for the
claims release, and for the nine-month period following Executive’s
termination, the Company shall continue to provide Executive with medical
benefits under the standard terms and conditions offered to the Company’s
employees. The Company shall deduct all legally required and authorized
employment taxes and withholdings from amounts payable pursuant to this Section 6.2(i).


 


(ii)                                 It is a
condition precedent to Executive’s right to terminate employment for Good
Reason that (i) Executive first give the Company written notice stating
with reasonable specificity the breach on which termination is premised within
90 days of the occurrence and (ii) if the breach is


 


5

















 


susceptible of cure or
remedy, the Company has not cured or remedied the breach within 30 days after
receiving notice.


 


6.3                               Other
Termination. The Agreement may terminate upon the Company’s termination
of Executive’s employment for Cause or Executive termination of his employment
other than for Good Reason after a Change in Control. In either case, Executive
will only be entitled the rights described in Section 5 of the Agreement.


 


7.                                      Return
of Company Property. Executive agrees that, following the termination of
his employment for any reason, he shall return all property of the Company, its
direct and indirect parents, their respective subsidiaries, affiliates and any
divisions thereof which is then in or thereafter comes into his possession,
including, but not limited to, documents, contracts, agreements, plans,
photographs, books, notes, electronically stored data and all copies of the
foregoing as well as any automobile or other materials or equipment supplied by
the Company or its affiliates to Executive.


 


8.                                      Restrictive
Covenants.


 


8.1                             Non-Competition.
During the term of this Agreement and for a period of twelve (12) months
following the termination of Executive’s employment for any reason, Executive shall
not, without the advance written permission of the Board, directly or
indirectly engage in any business or activity in competition with the Company
within the United States of America, Italy, Canada, Australia, Greece, France,
Korea, Malaysia, Brazil, Dubai or China, or anywhere else where the Company
conducts business as of the date of termination of Executive’s employment. For
purposes of this Agreement, the phrase “directly or indirectly engage in any business
or activity” or any derivative thereof shall include, but not be limited to,
any of the following actions by Executive:


 


(a)                                 carrying on or
engaging in any such business as a principal, or on his own account, or solely
or jointly with others as a director, officer, member, manager, agent, managing
agent, employee, security holder, consultant, partner, owner, principal,
trustee or beneficiary of a trust, or shareholder or limited partner or
otherwise; or


 


(b)                                carrying on or
engaging in negotiations with respect to the acquisition or disposition of any
such business in any capacity; or


 


(c)                                 lending credit
or money to any third party for the purpose of establishing or operating any
such business; or


 


(d)                                giving advice
to any other person, firm, association, corporation or other entity engaging in
any such business; or


 


(e)                                 contributing,
lending or allowing the skill, knowledge or experience of Executive to be used
in any such business.


 


8.2                             Non-Solicitation.
For a period of twelve (12) months following the termination of Executive’s
employment for any reason, Executive will not, directly or indirectly, in any


 


6

















 


capacity or position,
whether on his own behalf or on behalf of or in conjunction with any other
person, persons, company, partnership, corporation or business entity:


 


(a)                                 Solicit any
prospective Acquisition Candidate for the purpose of acquiring such entity;


 


(b)                                Solicit for
competitive business any person or entity which is at the time of such solicitation,
and which was during the period of Executive’s employment, a customer of the
Company;


 


(c)                                 Transact
business with customers of the Company; or


 


(d)                                Solicit any
person who is, at the time of such solicitation, an employee of the Company for
the purpose or with the intent of enticing such employee to resign his
employment.


 


For purposes of this
Agreement, an “Acquisition Candidate” is any company, partnership, corporation
or other business entity that, during the period of Executive’s employment, (1) was
identified for potential acquisition by the Company, through merger, sale of
assets or otherwise, and (2) which was the subject of an acquisition
analysis by, or was party to acquisition discussions with, the Company,
provided that, no entity shall be deemed an Acquisition Candidate unless
Executive, by virtue of his employment with the Company, acquired knowledge
that such entity had been identified for potential acquisition by the Company.


 


Executive acknowledges that
the time, scope, and geographic area and other provisions of this Section 8
of this Exhibit A were negotiated by sophisticated parties, and Executive
agrees that they are reasonable under the circumstances. Executive also
acknowledges that he was given appropriate notice in a written offer letter at
least 14 days prior to his first day of work that a noncompetition agreement
would be required as a condition of employment.


 


9.                                      Compliance
with Section 409A.


 


9.1                              Limitation
on Payments upon Termination of Employment. To the extent that any
payment or benefit described in this Agreement constitutes “deferral of
compensation” within the meaning of Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”), and to the extent that such payment or
benefit is payable upon Executive’s termination of employment, then such
payments or benefits shall be payable only upon Executive’s “separation from
service.” The determination of whether and when a separation from service has
occurred shall be made in accordance with the presumptions set forth in
Treasury Regulation Section 1.409A-1(h).


 


9.2                              Required
Delay For Certain Deferred Compensation and Section 409A. Anything in
this Agreement to the contrary notwithstanding, if the Company determines that
at the time of Executive’s separation from service with the Company Executive
is a “specified employee” within the meaning of Section


 


7

















 


409A(a)(2)(B)(i) of the
Code, then to the extent any payment or benefit that Executive becomes entitled
to under this Agreement on account of Executive’s separation from service would
be considered deferred compensation subject to the 20 percent additional tax
imposed pursuant to Section 409A(a) of the Code as a result of the
application of Section 409A(a)(2)(B)(i) of the Code, such payment
shall not be payable and such benefit shall not be provided until the date that
is the earlier of (A) six months and one day after Executive’s separation
from service, or (B) Executive’s death. Within 30 days following the end of the
six-month period, or, if earlier, Executive’s death, the Company shall make a
catch-up payment to Executive equal to the total amount of the payments that
would have been made during the six-month period but for the previous sentence,
together with simple interest at the prime rate of interest as published by the
Wall Street Journal’s bank survey as of the first day of the six-month period.
Wherever payments under the Agreement are to be made in installments, each
installment is treated as a separate payment for purposes of Section 409A
of the Code.


 


9.3                              Reimbursements. Any amount
that Executive is entitled to be reimbursed under the Agreement will be
reimbursed to Executive as promptly as practical and in any event not later
than the last day of the calendar year in which the expenses are incurred, and
the amount of the expenses eligible for reimbursement during any calendar year
will not affect the amount of expenses eligible for reimbursement in any other
calendar year.


 


9.4                              Compliance
with Section 409A. The parties intend that this Agreement will
be administered in accordance with Section 409A of the Code. To the extent that
any provision of this Agreement is ambiguous as to its compliance with Section 409A
of the Code, the provision shall be read in such a manner so that all payments
hereunder comply with Section 409A of the Code. The parties agree that
this Agreement may be amended, as reasonably requested by either party, and as
may be necessary to fully comply with Section 409A of the Code and all
related rules and regulations in order to preserve the payments and
benefits provided hereunder without additional cost to either party.


 


9.5                              No
Representations of Warranties. The Company makes no
representation or warranty and shall have no liability to Executive or any
other person if any provisions of this Agreement are determined to constitute a
deferral of compensation subject to Section 409A of the Code but do not
satisfy an exemption from, or the conditions of, such section.


 


10.                               Enforcement.


 


10.1                        Equitable
Relief Authorized. Executive acknowledges that if he violates any
provision contained in the Agreement, the Company’s business interests will be
irreparably injured, the full extent of the Company’s damages will be
impossible to ascertain, monetary damages will not be an adequate remedy for
the Company, and the Company will be entitled to enforce the Agreement to
prevent a breach or threatened breach of the Agreement by temporary,
preliminary or permanent


 


8

















 


injunction or other
equitable relief without the necessity of proving actual damage and without the
necessity of posting bond or security, which Executive expressly waives.
Executive also agrees that the Company may, in addition to seeking injunctive
relief, seek monetary damages for any breach of the Agreement in addition to
equitable relief and that the granting of equitable relief shall not preclude
the Company from recovering monetary damages.


 


10.2                        Modification. The Company
and Executive represent that in entering into the Agreement it is their intent
to enter into an agreement that contains reasonable employment and post-employment
restrictions and that those restrictions be enforceable under law. If any court
or other enforcement authority determines that any provision of the Agreement
is overly broad or unenforceable by reason of the geographic scope, scope of
prohibited activities, time frame, or any other reason, the parties authorize
any court or other enforcement authority to modify the scope of the restriction
so that it is enforceable to the greatest extent permissible.


 


10.3                       Severability. If any
provision of the Agreement is held to be invalid, illegal or unenforceable for
any reason, the validity, legality and enforceability of the remaining
provisions will not in any way be affected or impaired thereby.


 


11.                              General
Terms.


 


11.1                       Nondisclosure. Executive
shall not disclose any term of the Agreement to any person or entity, except
that Executive may disclose any information as required by subpoena or court
order, or to an attorney or tax or financial adviser to the extent necessary to
obtain professional advice.


 


11.2                       Indemnification;
Insurance Against Liability. Executive is entitled to prevailing
rights and entitlements to indemnification, defense of claims and insurance
against liability as are generally provided to the Company’s employees,
consistent with the Company’s certificate of incorporation, bylaws, insurance
policies and contracts, and applicable law.


 


11.3                       Governing
Law; Interpretation; Venue. The Agreement is governed
by the substantive laws of Oregon, without regard to the principles of
conflicts of laws. The Agreement is construed as a whole, according to its fair
meaning, and not in favor of or against any party, regardless of which party
may have initially drafted certain provisions of the Agreement. The parties
hereby consent to the exclusive jurisdiction of, and venue in, any federal or
state court located in the county of Multnomah, Oregon, for the purposes of
adjudicating any dispute, controversy, or claim arising out of or relating to
(i) the Agreement, and its enforcement, interpretation, termination,
applicability or validity, (ii) an alleged breach, default, or
misrepresentation in connection with any of its provisions, or (iii) Executive’s
employment with the Company or employment termination, including any and all claims
for employment discrimination or harassment, civil tort and any other employment
laws or state or federal statutory claims.


 


9

















 


11.4                       Assignment. The Agreement
is personal to Executive and he may not assign it without the Company’s prior
written consent. The Company may, without Executive’s consent, assign the
Agreement to any successor entity, but shall notify Executive promptly upon
assignment.


 


11.5                       Notices. Any notice
required or permitted under the Agreement must be in writing and is treated as
having been duly given if delivered by hand, by express commercial delivery
service, or if sent by certified mail, postage and certification prepaid, to
Executive at his residence (as noted in the Company’s records), or to the
Company address, or to any other address or addresses as either party may
furnish to the other in writing.


 


11.6                       Counterparts. The Agreement
may be executed simultaneously in two counterparts, each of which is deemed an
original and all of which together constitute one and the same instrument.


 


10