First Amendment to Employment Agreement between FBO Air, Inc. and Ronald J. Ricciardi

Summary

FBO Air, Inc. and Ronald J. Ricciardi have agreed to amend their original employment agreement. The amendment sets a new three-year employment term starting from the amendment date, with automatic one-year renewals unless either party gives 90 days' notice. Ricciardi will receive an annual base salary of $175,000, paid monthly, with possible increases at the company's discretion. He is also granted options to purchase 250,000 shares of company stock each year for three years, with a five-year window to exercise each option. Additional options may be granted at the company's discretion.

EX-10.9 13 v015927_ex10-9.txt Exhibit 10.9 FIRST AMENDMENT WHEREAS, FBO Air, Inc. (the "Company") and Ronald J. Ricciardi (the "Executive") entered into an Employment Agreement dated January 2, 2004, and WHEREAS, the Company and the Executive have mutually determined to amend said agreement as set forth herein, NOW, THEREFORE, the following amendments shall be considered part of the Agreement and shall replace the identified paragraphs in the original, 2. Term. The term of Executive's employment under this Agreement (the "Term") will begin on the date of this First Amendment and will continue, subject to the termination provisions set forth in paragraphs 11-13 below, until the third anniversary of the date hereof; provided that this Agreement will automatically renew for additional one-year periods unless either party gives written notice to the other not to extend the Term not less than 90 days prior to the then next upcoming expiration date. 4.a. Base Salary. During each year of the Term, Executive will receive a salary at the annual rate of $175,000 (the "Base Salary"). The Base Salary shall be payable in equal monthly installments. The Board of Directors of the Company may increase such salary at any time and from time to time. 4.c. Stock Option. Executive shall be entitled to receive an Option to purchase shares of the Company's stock as follows: 250,000 shares April 1, 2005 250,000 shares April 1, 2006 250,000 shares April 1, 2007 The per share price will be the listed price as of each respective date and will vest at the time of the issuance. The executive will have five years to acquire the stock from the date of issuance. So long as it may be done lawfully, the manner of acquisition of stock shall be structured as to minimize adverse tax consequences to the Executive. Additional options may be granted by the Board of Directors at their discretion. Agreed upon as of April 1, 2005 COMPANY: EXECUTIVE: FBO Air, Inc. - --------------------------------- -------------------------------- Jeffrey M. Trenk Ronald J. Ricciardi E-159