Exhibit 10.32


 


INDEPENDENT
CONTRACTOR AGREEMENT


 


INDEPENDENT
CONTRACTOR AGREEMENT dated September 9, 2009 between Hans Joerg Hunziker (“Contractor”)
whose address is Hunziker Lease and Finance, Zeughausgasse 9a, 6301, Zug,
Switzerland, and Willis Lease Finance Corporation, a Delaware corporation (“Willis
Lease”) whose address is 773 San Marin Drive, Suite 2215, Novato, CA 94998.  Contractor and Willis Lease are sometimes
referred to in this Agreement individually as a the “Party” or collectively as
the “Parties.”


 


R E C I T A L S


 


A.            Contractor has substantial experience and expertise in
the European capital markets.


 


B.            Willis Lease desires to retain the services of
Contractor, and Contractor desires to perform services for Willis Lease, on 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 agrees to perform services in connection with the identification
and qualification of potential investors in equity securities of Willis Lease.  Such services shall be performed from time to
time as requested by Charles F. Willis, President and Chief Executive Officer
of Willis Lease, or his designee.


 


2.             Term and Termination.


 


(a)           Term.  The term
of this Agreement shall commence September 1, 2009 and shall continue
through October 30, 2010.


 


(b)           This Agreement shall terminate at the option of the
unaffected party upon the occurrence of any of the following events:


 


(i)            The dissolution or liquidation of Willis Lease;


 


(ii)           The death or total disability of Contractor.  Total disability is any disability which
prevents Contractor from performing services hereunder for a period of twenty-one
consecutive days, or thirty nonconsecutive days;


 


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(iii)          A breach by Contractor of any of Contractor’s
covenants under this Agreement which Contractor fails to cure within ten  days after written notice of such breach;


 


(iv)          The mutual written agreement of the parties to this
Agreement; or


 


(v)           Thirty days after written notice by either Party to
the other Party.


 


(c)           On termination of this Agreement for any reason
whatsoever, (i) Willis Lease shall pay to Contractor all amounts accrued
under paragraph 3 hereof up to the date of termination; (ii) Contractor
shall deliver to Willis Lease any and all completed and uncompleted tasks which
Contractor may have been performing at the time of the termination as well as
all Willis Lease data and information, in written, recorded or physical form
concerning the subject of this Agreement and entrusted to or developed by Contractor
during the term of  this Agreement; and (iii) the
terms and provisions of this Agreement shall have no further force or effect
except for Sections 6 and 9 which shall survive the termination of this
Agreement.


 


(d)           All amendments to this Agreement must be in writing
and executed by both Parties prior to the amendment taking effect.


 


3.             Compensation and Payment.


 


(a) In
consideration of the services performed by Contractor hereunder, Contractor
shall be paid fees at the rate of $200 per hour, up to a maximum of $14,000 per
month for any calendar month and not to exceed $115,000 for any 12 month period.


 


(b)     Willis Lease will reimburse Contractor for reasonable out
of pocket expenses incurred in the performance of his duties under this
Agreement.  Expenses in excess of
US$2,500 shall be pre-approved by Willis Lease.


 


(c)   Contractor shall invoice Willis Lease bi-weekly
describing, in reasonable detail, his activities in performing the services
under this Agreement.


 


4.             Relationship of the Parties.


 


(a)           Contractor
is a member of the Board of Directors of Willis Lease.  Notwithstanding that fact, the Parties intend
that the relationship between them created by this Agreement is that of principal
and independent contractor.  Neither
Contractor nor any agent, employee, or servant of Contractor shall be or shall
be


 


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deemed
to be an agent, employee, or servant of Willis Lease.  The manner and means of performing services
under this Agreement shall be under the sole control of Contractor.  None of the benefits provided by Willis Lease
to its employees (including, but not limited to, compensation, insurance,
vacation pay, sick leave, 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. Contractor specifically acknowledges he is
covered under his own workers’ compensation and will not be covered under the
workers’ compensation or other insurance of Willis Lease.


 


(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 acknowledges that he does not have the
authority to bind Willis Lease to any contract, nor does Contractor have the
authority to enter into contracts on behalf of Willis Lease.  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, both
state and federal.  Contractor assumes
full responsibility for the payment of any and all contributions, payroll taxes
or assessments, imposed by any governmental authority 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 Willis Lease 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 Willis Lease 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 negligent act, or 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.


 


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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 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 months shall forever bar assertion of such claim.  The results of any arbitration shall be final
and binding upon the Parties and judgment thereon may be entered in any
California or Swiss court.


 


8.    Authority.  Contractor represents and warrants that he
has the right to enter into this Agreement.


 


9.             Confidentiality.


 


(a)           Contractor acknowledges that in the course of
performance under this Agreement he will receive, may develop and have access
to the valuable, proprietary and trade secret information of Willis Lease and
that the unauthorized disclosure of Willis Lease’s proprietary and trade secret
information would irreparably damage Willis Lease.  Accordingly, Contractor agrees that all
proprietary and trade secret information received or developed by Contractor as
a consequence of this Agreement is the property of Willis Lease, shall be
maintained in confidence and will not be used, published or disclosed by
Contractor without.


 


(b)           The financial terms of this Agreement are also to be
considered Confidential Information.


 


(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 .  Notwithstanding the
foregoing, Willis Lease may describe or file this Agreement in its periodic
filings with the Securities Exchange Commission.


 


(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.


 


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(e)               The obligations of confidentiality discussed in this
Agreement shall survive the termination of this Agreement.


 


10.           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 Willis Lease’s interest, for example, working for a competitor of
Willis Lease.  Contractor agrees to
present any questions or concerns about the implementation of this provision to
Willis Lease and the parties agree to reach a mutually satisfactory resolution
of the issue.


 


11.           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, condition or covenant.


 


(b)           Entire Agreement.  This Agreement sets forth the 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 Willis Lease.


 


(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 of 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:


 


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  If to Willis Lease:

  	
   

  	
   

  
	
   

  	
   

  	
  Willis Lease Finance
  Corporation

  
	
   

  	
   

  	
  Attn: Legal Department

  
	
   

  	
   

  	
  773 San Marin Drive,
  Suite 2215

  
	
   

  	
   

  	
  Novato, CA 94998

  
	
   

  	
   

  	
  Tel.: 415-408-4700

  
	
   

  	
   

  	
  Fax: 415-408-4702

  
	
   

  	
   

  	
  Fax: 619/578-9879

  






 




	
  If to Contractor:

  	
   

  	
   

  
	
   

  	
   

  	
  Hans Joerg Hunziker

  
	
   

  	
   

  	
  Hunziker Lease and
  Finance

  
	
   

  	
   

  	
  Zeughausgasse 9a, 6301

  
	
   

  	
   

  	
  Zug, Switzerland

  
	
   

  	
   

  	
  Tel: 41 41 71044 24

  
	
   

  	
   

  	
  Fax: 41 41 71044 50

  






 


or
to such other address which the Party receiving the notice has notified the
Party giving the notice in the manner aforesaid.


 


(g)           No Trading in Willis Lease Stock 
Contractor acknowledges that he is a director of Willis Lease.  As such, his trading in Willis Lease’s stock
is subject to restriction under Willis Lease policies.


 


(j)            Governing Law. 
This Agreement shall be construed and interpreted according to the laws
of the State of California.


 


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IN WITNESS
WHEREOF, the Parties hereto have executed this Agreement effective as of the
date first above written.


 


 


WILLIS
LEASE FINANCE CORPORATION


 


 


	
  By:

  	
  /s/ Thomas C. Nord

  	
   

  



 


Its:


 


 


	
  /s/ Hans Joerg Hunziker

  	
   

  
	
  By: Hans Joerg Hunziker

  	
   

  



 


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