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Gogo Inc. – ‘10-Q’ for 3/31/18 – ‘EX-10.2.16’

On:  Friday, 5/4/18, at 1:05pm ET   ·   For:  3/31/18   ·   Accession #:  1193125-18-152355   ·   File #:  1-35975

Previous ‘10-Q’:  ‘10-Q’ on 11/2/17 for 9/30/17   ·   Next:  ‘10-Q’ on 8/8/18 for 6/30/18   ·   Latest:  ‘10-Q’ on 11/7/23 for 9/30/23   ·   4 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/04/18  Gogo Inc.                         10-Q        3/31/18   97:5.8M                                   Donnelley … Solutions/FA

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    525K 
 2: EX-10.1.44  Material Contract                                   HTML     32K 
 3: EX-10.1.45  Material Contract                                   HTML     57K 
 4: EX-10.2.12  Material Contract                                   HTML    250K 
 5: EX-10.2.13  Material Contract                                   HTML     80K 
 6: EX-10.2.14  Material Contract                                   HTML     88K 
 7: EX-10.2.15  Material Contract                                   HTML     36K 
 8: EX-10.2.16  Material Contract                                   HTML     37K 
 9: EX-10.2.17  Material Contract                                   HTML     37K 
10: EX-10.2.18  Material Contract                                   HTML     33K 
11: EX-31.1     Certification -- §302 - SOA'02                      HTML     34K 
12: EX-31.2     Certification -- §302 - SOA'02                      HTML     34K 
13: EX-32.1     Certification -- §906 - SOA'02                      HTML     28K 
14: EX-32.2     Certification -- §906 - SOA'02                      HTML     28K 
21: R1          Document and Entity Information                     HTML     49K 
22: R2          Unaudited Condensed Consolidated Balance Sheets     HTML    124K 
23: R3          Unaudited Condensed Consolidated Balance Sheets     HTML     40K 
                (Parenthetical)                                                  
24: R4          Unaudited Condensed Consolidated Statements of      HTML     77K 
                Operations                                                       
25: R5          Unaudited Condensed Consolidated Statements of      HTML     37K 
                Comprehensive Loss                                               
26: R6          Unaudited Condensed Consolidated Statements of      HTML    145K 
                Cash Flows                                                       
27: R7          Basis of Presentation                               HTML     49K 
28: R8          Recent Accounting Pronouncements                    HTML     55K 
29: R9          Revenue Recognition                                 HTML    100K 
30: R10         Net Loss Per Share                                  HTML     41K 
31: R11         Inventories                                         HTML     38K 
32: R12         Composition of Certain Balance Sheet Accounts       HTML     64K 
33: R13         Intangible Assets                                   HTML     60K 
34: R14         Warranties                                          HTML     32K 
35: R15         Long-Term Debt and Other Liabilities                HTML     87K 
36: R16         Interest Costs                                      HTML     39K 
37: R17         Leases                                              HTML     51K 
38: R18         Commitments and Contingencies                       HTML     35K 
39: R19         Fair Value of Financial Assets and Liabilities      HTML     47K 
40: R20         Income Tax                                          HTML     34K 
41: R21         Business Segments and Major Customers               HTML     70K 
42: R22         Employee Retirement and Postretirement Benefits     HTML     42K 
43: R23         Research and Development Costs                      HTML     32K 
44: R24         Basis of Presentation (Policies)                    HTML     50K 
45: R25         Basis of Presentation (Tables)                      HTML     36K 
46: R26         Recent Accounting Pronouncements (Tables)           HTML     42K 
47: R27         Revenue Recognition (Tables)                        HTML     71K 
48: R28         Net Loss Per Share (Tables)                         HTML     39K 
49: R29         Inventories (Tables)                                HTML     38K 
50: R30         Composition of Certain Balance Sheet Accounts       HTML     72K 
                (Tables)                                                         
51: R31         Intangible Assets (Tables)                          HTML     60K 
52: R32         Long-Term Debt and Other Liabilities (Tables)       HTML     47K 
53: R33         Interest Costs (Tables)                             HTML     38K 
54: R34         Leases (Tables)                                     HTML     45K 
55: R35         Fair Value of Financial Assets and Liabilities      HTML     37K 
                (Tables)                                                         
56: R36         Business Segments and Major Customers (Tables)      HTML     66K 
57: R37         Employee Retirement and Postretirement Benefits     HTML     38K 
                (Tables)                                                         
58: R38         Basis of Presentation - Additional Information      HTML     50K 
                (Detail)                                                         
59: R39         Basis of Presentation - Summary of Financial        HTML     49K 
                Effects Due to Transition of Agreements (Detail)                 
60: R40         Recent Accounting Pronouncements - Summary of       HTML     64K 
                Cumulative Effect of Adoption on Consolidated                    
                Balance Sheets (Detail)                                          
61: R41         Revenue Recognition - Additional Information        HTML     59K 
                (Detail)                                                         
62: R42         Revenue Recognition - Summary of Revenue            HTML     84K 
                Disaggregated by Category (Detail)                               
63: R43         Revenue Recognition - Summary of Revenue            HTML     43K 
                Disaggregated by Category (Parenthetical) (Detail)               
64: R44         Revenue Recognition - Summary of the Post Adoption  HTML     57K 
                Impact of ASC 606 - Balance Sheet (Detail)                       
65: R45         Revenue Recognition - Summary of the Post Adoption  HTML     51K 
                Impact of ASC 606 - Statement of Operations                      
                (Detail)                                                         
66: R46         Net Loss Per Share - Additional Information         HTML     30K 
                (Detail)                                                         
67: R47         Net Loss Per Share - Computation of Basic and       HTML     41K 
                Diluted Earnings Per Share (Detail)                              
68: R48         Inventories - Components of Inventories (Detail)    HTML     35K 
69: R49         Composition of Certain Balance Sheet Accounts -     HTML     46K 
                Property and Equipment (Detail)                                  
70: R50         Composition of Certain Balance Sheet Accounts -     HTML     40K 
                Schedule of Other Non-Current Assets (Detail)                    
71: R51         Composition of Certain Balance Sheet Accounts -     HTML     45K 
                Accrued Liabilities (Detail)                                     
72: R52         Composition of Certain Balance Sheet Accounts -     HTML     44K 
                Other Non-Current Liabilities (Detail)                           
73: R53         Intangible Assets - Additional Information          HTML     34K 
                (Detail)                                                         
74: R54         Intangible Assets - Schedule of Intangible Assets,  HTML     59K 
                Other than Goodwill (Detail)                                     
75: R55         Intangible Assets - Summary of Amortization         HTML     42K 
                Expenses (Detail)                                                
76: R56         Warranties - Additional Information (Detail)        HTML     36K 
77: R57         Long-Term Debt and Other Liabilities - Schedule of  HTML     47K 
                Long-Term Debt (Detail)                                          
78: R58         Long-Term Debt and Other Liabilities - Additional   HTML    181K 
                Information (Detail)                                             
79: R59         Long-Term Debt and Other Liabilities - Summary of   HTML     37K 
                Redemption Prices Plus Accrued and Unpaid Interest               
                (Detail)                                                         
80: R60         Interest Costs - Summary of Interest Costs          HTML     50K 
                (Detail)                                                         
81: R61         Leases - Additional Information (Detail)            HTML     70K 
82: R62         Leases - Annual Future Minimum Obligations for      HTML     44K 
                Operating Leases Other than Arrangements with                    
                Commercial Airline Partners (Detail)                             
83: R63         Leases - Annual Future Minimum Obligation under     HTML     43K 
                Capital Leases (Detail)                                          
84: R64         Commitments and Contingencies - Additional          HTML     39K 
                Information (Detail)                                             
85: R65         Fair Value of Financial Assets and Liabilities -    HTML     42K 
                Summary of Fair Value and Carrying Value of                      
                Long-Term Debt (Detail)                                          
86: R66         Fair Value of Financial Assets and Liabilities -    HTML     36K 
                Summary of Fair Value and Carrying Value of                      
                Long-Term Debt (Parenthetical) (Detail)                          
87: R67         Fair Value of Financial Assets and Liabilities -    HTML     30K 
                Additional Information (Detail)                                  
88: R68         Income Tax - Additional Information (Detail)        HTML     41K 
89: R69         Business Segments and Major Customers - Additional  HTML     59K 
                Information (Detail)                                             
90: R70         Business Segments and Major Customers - Summary of  HTML     46K 
                Reportable Segments (Detail)                                     
91: R71         Business Segment and Major Customers -              HTML     58K 
                Reconciliation of Segment Profit (Loss) (Detail)                 
92: R72         Employee Retirement and Postretirement Benefits -   HTML     67K 
                Additional Information (Detail)                                  
93: R73         Employee Retirement and Postretirement Benefits -   HTML     43K 
                Summary of Stock-Based Compensation Expense by                   
                Operating Expense (Detail)                                       
94: R74         Research and Development Costs - Additional         HTML     31K 
                Information (Detail)                                             
96: XML         IDEA XML File -- Filing Summary                      XML    166K 
95: EXCEL       IDEA Workbook of Financial Reports                  XLSX     82K 
15: EX-101.INS  XBRL Instance -- gogo-20180331                       XML   1.37M 
17: EX-101.CAL  XBRL Calculations -- gogo-20180331_cal               XML    239K 
18: EX-101.DEF  XBRL Definitions -- gogo-20180331_def                XML    577K 
19: EX-101.LAB  XBRL Labels -- gogo-20180331_lab                     XML   1.26M 
20: EX-101.PRE  XBRL Presentations -- gogo-20180331_pre              XML    921K 
16: EX-101.SCH  XBRL Schema -- gogo-20180331                         XSD    206K 
97: ZIP         XBRL Zipped Folder -- 0001193125-18-152355-xbrl      Zip    161K 


‘EX-10.2.16’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-10.2.16  

EXHIBIT 10.2.16

AMENDMENT NUMBER THREE TO

EMPLOYMENT AGREEMENT

This Amendment Number Three to Employment Agreement (the “Amendment”) between Gogo LLC (f/k/a Aircell LLC) (the “Company) and Anand K. Chari (the “Executive”) is dated as of November 30, 2017.

WHEREAS, the Company and Executive have heretofore entered into an Employment Agreement dated as of July 12, 2006, as amended by Amendment Number One thereto dated as of January 1, 2009, and further amended by Amendment Number Two thereto dated as of December 22, 2008 (the “Agreement”); and

WHEREAS, the Company and the Executive desire to amend the Agreement to add a provision on resignation for Good Reason (as defined hereinafter), among other things.

NOW, THEREFORE, pursuant to Section 17 of the Agreement, the Agreement is hereby amended as follows, effective as of November 30, 2017:

 

  1. Section 3(a) of the Agreement is hereby amended by deleting the second sentence and inserting the following sentence in its place: In addition Executive shall be eligible for an annual discretionary bonus with a target of 60% percent (60%) of Base Salary under the annual bonus program that shall be administered by the Board of Directors.

 

  2. Section 3 (c) of the Agreement is hereby deleted in its entirety and replaced with the following: (d) Discretionary Time Off. The Company has no formal vacation or time off policy with set time off amounts and accruals. Instead, Executive will have the flexibility to take time off as determined by Executive, subject to the approval of the CEO.”

 

  3. Section 4 (b) of the Agreement is hereby amended by adding the following sentence at the end of the provision: “ Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement limits the Executive’s ability to communicate with or participate in any investigation or proceeding regarding possible violations of U.S. Federal securities laws that may be conducted by the U.S. Securities and Exchange Commission, the U.S. Department of Justice, the U.S. Consumer Financial Protection Bureau or the U.S. Commodity Futures Trading Commission.”

 

  4. Section 8 (d) (6) of the Agreement is hereby deleted in its entirety and is replaced with the following: “(6) commission of one or more acts of substance abuse which are materially injurious to the Company;”.

 

  5. Section 8 of the Agreement is hereby amended by adding the following new subparagraph (f): “Resignation for Good Reason. Executive may terminate his or her employment under this Agreement immediately upon a showing of “Good Reason,” which for purposes of this Agreement shall mean (1) a reduction by the Company in Executive’s Base Salary beyond what is permitted by Section 3 (b); (2) a material dimunition of Executive’s duties or responsibilities such that such duties and responsibilities, when viewed in the aggregate, are not at least


  commensurate with those duties and responsibilities normally associated with and appropriate to his/her position; (3) the relocation of Executive’s principal place of employment to a geographic location more than fifty (50) miles from the Company’s headquarters as of the Effective Date; or (4) any material breach by the Company of its obligations to Executive hereunder. In the event that Executive believes that circumstances constituting “Good Reason” have occurred and Executive wishes to terminate his/her employment as a result of such occurrence, Executive must provide the Company written notice within 3 days from the initial existence of the occurrence. If within 30 days following the Company’s receipt of such notice it corrects the circumstances constituting “Good Reason,” then Executive shall not be entitled to terminate his/her employment under this Section 8(f) as a result of such circumstances. Furthermore, Executive shall not be entitled to terminate his/her employment under this Section 8(f) as a result of any circumstances constituting “Good Reason” unless his/her resignation occurs within 30 days following the expiration of the Company’s cure period.”

 

  6. Section 9 subparagraph (a) of the Agreement is hereby amended by deleting the sub-heading “(a)” and the first two full sentences in their entirety and substituting the following: “(a) Termination by the Company Without Cause or Resignation for Good Reason. If Executive is terminated under Section 8(a) or resigns for Good Reason under Section 8 (f), and following the execution (and expiration of any revocation period), not later than 45 days following the termination date, of a separation agreement containing a general release of all claims against Parent, the Company, and its Affiliates, the Company shall pay Executive an amount equal to Executive’s Base Salary under Section 3 (a) at the time of such termination for a period of twelve (12) months, payable installments as set forth hereinafter (each such payment a “Severance Payment”). The Severance Payment shall be payable in installments, by direct deposit, in accordance with the Company’s normal payroll practices. The first installment of the Severance Payments shall be made on the first payroll date after the execution (and expiration of any revocation period) of such separation agreement or, if the 45-day period following the termination date spans two calendar years and the Severance Payment is subject to Section 409A of the Internal Revenue Code, after such 45-day period, and shall include all installments of the Severance Payments that would have been paid if the general release of claims had been fully effective on the termination date.”

 

  7. Except as amended by this Amendment, the Agreement remains in full force and effect.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized officer and the Executive has executed this instrument as of this 4th day of April, 2018.

 

Gogo LLC:
By:  

/s/ Marguerite M. Elias

  Marguerite M. Elias
Executive:

/s/ Anand Chari

Anand Chari
EVP/CTO

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:5/4/188-K
For Period end:3/31/18
11/30/17
1/1/09
12/22/08
7/12/06
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/28/24  Gogo Inc.                         10-K       12/31/23  121:18M                                    Donnelley … Solutions/FA
 2/28/23  Gogo Inc.                         10-K       12/31/22  122:27M                                    Donnelley … Solutions/FA
 3/03/22  Gogo Inc.                         10-K       12/31/21  121:22M                                    Donnelley … Solutions/FA
 3/11/21  Gogo Inc.                         10-K       12/31/20  119:20M                                    ActiveDisclosure/FA
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Filing Submission 0001193125-18-152355   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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