Northstar (usa)- Imp (ns)

[407 Driver]

Mr Palladina was at American Eurocopter from September 2000 until October 2002.

[N1]

Perhaps the activities of the board and management of Vector Aerospace will be a poison pill for their own careers and prospects, as opposed to those of the PUBLIC company they were elected and/or hired to manage.

 

It may prove unlikely that the shareholders, or others in the aviation field, will forget what is happening here, in a very public arena?

 

What future for them within the business environment? Very slim, some might speculate.

 

The hopes of any type of Board or Corporate position within the aerospace industry must be reducing by the hour, for the institutional investor is slow to forget if he concieves himself to be shafted. A listing on the NYSE of course, might put paid to any potential to be hired by a related company?

 

And the shareholders? I don't think they will take it lying down. In fact, in light of recent corporate scandals, these people may have taken a corporate suicide pill of their own!

 

The future. Board controlled by solid and well known business figures.

 

Massive shake up throughtout the company.

 

If your title includes any management function, you might want to ensure your resume is current and in circulation. People coming in are fresh and solid.

 

Oh, and the proxy vote was mailed out last week. Any bets that there will be a single shareholder that will support the current board and management (other than a shareholder that is both)?

 

Should get even more interesting yet!

[N1]

A suicide pill indeed!

 

 

Vector Aerospace Corporation - Press Release

Thursday November 27, 8:38 pm ET

 

 

TORONTO, Nov. 27 /CNW/ - Vector Aerospace Corporation ("Vector") today announced that it has terminated the employment of its Chief Executive Officer, Mark Dobbin, its Chief Operating Officer, Paul Conway, and its Chief Financial Officer, Max Parsons, effective immediately.

 

The Board of Vector, by a majority, determined that terminating the employment contracts of the three senior executives named is in the best interest of the Corporation. Terminating the contracts in the normal course relieves the Corporation of the substantial financial cost that could arise in the event that "change of control" provisions were triggered as a result of a new Board being elected at the Special Meeting of Shareholders scheduled for November 28, 2003.

 

Having been unable, despite ongoing efforts over three months, to reach a mutually acceptable resolution of issues pertaining to management compensation claims the Board concluded that further efforts would not be fruitful or in the interests of Vector shareholders.

 

The majority of the Board, based on advice received, is also of the view that the so-called "forbearance agreements" between Vector and the three executives of the Corporation would be found to be null and void and do not constitute a basis to increase the amount otherwise payable under the termination provisions of the employment agreements with the three executives concerned.

 

Terminating the contracts of the executives concerned will substantially reduce the potential financial exposure that would result from a change of control situation which could approximate up to $24,000,000, an amount at least $10,000,000 in excess of payments due under normal termination benefits, other than through a change of control. Standard termination benefits include normal severance as well as pension and other benefits specified in the employment contracts between the individual executives and the Corporation.

 

In reaching its decision, the majority of the Board carefully considered management claims relating to change of control, the circumstances pertaining to the "forbearance agreements," the financial situation of the Corporation, the prospect that a majority of shareholders would wish to elect the alternate slate of candidates proposed to replace the current Board and the fact that a change of control could occur without any premium being offered to other Vector shareholders.

 

The Board is satisfied that terminating the employment of its executive management will not be unduly disruptive to the Corporation, particularly in light of the plans of the new and incoming Board of Directors to put in place a new executive management team.

 

As the Board expects that the Shareholder meeting scheduled for November 28, 2003 would result in the election of a new Board, it has also determined that it is in the best interest of Vector to proceed with an orderly transition of the Vector Board.