COMPASS AEROSPACE CORP
EXHIBIT 10.9
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>8
<FILENAME>a2043490zex-10_9.txt
<DESCRIPTION>EXHIBIT 10.9
<TEXT>

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                                                                    EXHIBIT 10.9

                           CHANGE OF CONTROL AGREEMENT


         This Change of Control Agreement (the "Agreement") is made and entered
into June 23, 2000 by and between Compass Aerospace Corporation (the "Company")
and John R. Reimers ("Executive") based on the following facts:

         A.       Executive is currently employed by the Company in the capacity
                  as President and Chief Operating Office and is a key executive
                  of the Company.

         B.       The Company desires to define the terms and conditions of any
                  termination of employment upon a Change of Control (as defined
                  herein) in the Company.

         Based on the foregoing facts and circumstances and for good and
valuable consideration, receipt of which is hereby acknowledged, the Company and
Executive agree as follows:

1.       TERM OF AGREEMENT. Except as otherwise provided herein, the term of
this Agreement shall commence effective the date hereof and shall continue for
two years (the "Term").

         A.       COMPENSATION UPON TERMINATION FOLLOWING A CHANGE OF CONTROL.
                  In the event that a Change of Control shall have occurred
                  while Executive is employed by the Company and (i) the
                  Executive's employment shall be involuntarily terminated for
                  any reason other than Cause, death or disability, or (ii)
                  Executive shall terminate his employment for Good Reason, then
                  the Company shall make the following payments to Executive
                  within 15 days following the date of such termination of
                  employment (the "Termination Date"), subject in each case to
                  any applicable payroll or other taxes required to be withheld.

                  (1)      The Company shall pay Executive a lump sum amount in
                           cash equal to the sum of (a) two times Executive's
                           average base salary, (b) two times Executive's
                           average bonus, in each case, during the shorter of
                           (x) the period of Executive's employment by the
                           Company or (y) five calendar years each as measured
                           to the day immediately preceding the Termination
                           Date, and (c) one times any lump sum severance
                           provisions under Executive's employment agreement
                           with the Company, but only to the extent such payment
                           is not otherwise made pursuant to Executive's
                           employment agreement.

                  (2)      The Company shall pay Executive a lump sum amount in
                           cash equal to accrued but unpaid salary and bonus
                           through the Termination Date, and unpaid salary with
                           respect to any vacation days accrued but not taken as
                           of the Termination Date, but only to the extent such
                           payment is not otherwise made pursuant to Executive's
                           employment agreement.

         B.       DEFINITIONS.

                  (1)      As used in this Agreement, "Change of Control" shall
                           mean an event involving the Company of a nature that
                           would be required to be reported in


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                           response to Item 6(e) of Schedule 14A of Regulation
                           14A promulgated under the Securities Exchange Act of
                           1934, as amended (the "Exchange Act"), assuming that
                           such Schedule, Regulation and Act applied to the
                           Company, PROVIDED that such a Change of Control shall
                           be deemed to have occurred at such time as any of the
                           following occur: (i) any "person" (as that term is
                           used in Sections 13(d) and 14(d)(2) of the Exchange
                           Act) (other than an Excluded Person (as defined
                           below)) becomes, directly or indirectly, the
                           "beneficial owner" (as defined in Rule 13d-3 under
                           the Exchange Act) of securities representing 20% or
                           more of the combined voting power for election of
                           members of the Board of Directors of the then
                           outstanding voting securities of the Company or any
                           successor of the Company, excluding any person whose
                           beneficial ownership of securities of the Company or
                           any successor is obtained in a merger or
                           consolidation not included in paragraph (iii) below;
                           (ii) during any period of two consecutive years or
                           less, individuals who at the beginning of such period
                           constituted the Board of Directors of the Company
                           cease, for any reason, to constitute at least a
                           majority of the Board, unless the appointment,
                           election or nomination for election of each new
                           member of the Board (other than a director whose
                           initial assumption of office is in connection with an
                           actual or threatened election contest, including but
                           not limited to a consent solicitation, relating to
                           the election of directors of the Company) was
                           approved by a vote of at least two-thirds of the
                           members of the Board of Directors then still in
                           office who were members of the Board at the beginning
                           of the period or whose appointment, election or
                           nomination was so approved since the beginning of
                           such period; (iii) there is consummated any merger,
                           consolidation or similar transaction to which the
                           Company is a party as a result of which the persons
                           who were equity holders of the Company immediately
                           prior to the effective date of the merger or
                           consolidation shall have beneficial ownership of less
                           than 50% of the combined voting power for election of
                           members of the Board of Directors (or equivalent) of
                           the surviving entity or its parent following the
                           effective date of such merger or consolidation; (iv)
                           any sale or other disposition (or similar
                           transaction) (in a single transaction or series of
                           related transactions) of (x) 50% or more of the
                           assets or earnings power of the Company or (y)
                           business operations which generated a majority of the
                           consolidated revenues (determined on the basis of the
                           Company's four most recently completed fiscal
                           quarters for which reports have been completed) of
                           the Company and its subsidiaries immediately prior
                           thereto, other than a sale, other disposition, or
                           similar transaction to an Excluded Person or to an
                           entity of which equityholders of the Company
                           beneficially own at least 50% of the combined voting
                           power; or (v) any liquidation of the Company. For
                           purposes of this definition of Change of Control, the
                           term "Excluded Person" shall mean and include (i) any
                           corporation beneficially owned by shareholders of the
                           Company in substantially the same proportion as their
                           ownership of shares of the Company and (ii) the
                           Company.


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                  (2)      As used in this Agreement, "Good Reason" shall mean
                           the occurrence, following a Change of Control, of any
                           one of the following events without Executive's
                           consent: (i) the Company assigns Executive to any
                           duties substantially inconsistent with his position,
                           duties, responsibilities, status or reporting
                           responsibility with the Company immediately prior to
                           the Change of Control, or assigns Executive to a
                           position that does not provide Executive with
                           substantially the same or better compensation,
                           status, responsibilities and duties as Executive
                           enjoyed immediately prior to the Change of Control;
                           (ii) the Company reduces the amount of Executive's
                           base salary as in effect as of the date of the Change
                           of Control or as the same may be increased thereafter
                           from time to time, except for across-the-board salary
                           reductions similarly affecting all senior executives
                           of the Company; (iii) the Company fails to pay
                           Executive an annual bonus consistent with past
                           practices and bonuses consistent with past practices
                           are paid to any other senior executives of the
                           Company; (iv) the Company changes the location at
                           which Executive is employed by more than 50 miles
                           from the location at which Executive is employed as
                           of the date of this Agreement; or (v) the Company
                           breaches this Agreement in any material respect,
                           including without limitation failing to obtain a
                           succession agreement from any successor to assume and
                           agree to perform this Agreement.

                  (3)      FOR CAUSE. As used in this Agreement, "Cause" shall
                           mean (i) any material act of dishonest constituting a
                           felony (of which Executive is convicted or pleads
                           guilty) which results or is intended to result
                           directly or indirectly in substantial gain or
                           personal enrichment to Executive at the expense of
                           the Company, or (ii) after notice of breach delivered
                           to Executive specifying in reasonable detail and a
                           reasonable opportunity for Executive to cure the
                           breaches specified in the notice, the Board, acting
                           by a two thirds vote, after a meeting held for the
                           purpose of making such determination and after
                           reasonable notice to Executive and an opportunity for
                           him together with his counsel to be heard before the
                           Board, determines, in good faith, other than for
                           reasons of physical or mental illness, Executive
                           willfully and continually fails to substantially
                           perform his duties pursuant to this Agreement and
                           such failure results in demonstrable material injury
                           to the Company. The following shall not constitute
                           Cause: (i) Executive's bad judgment or negligence,
                           (ii) any act or omission by Executive without intent
                           of gaining therefrom directly or indirectly a profit
                           to which Executive was not legally entitled, (iii)
                           any act or omission by Executive with respect to
                           which a determination shall have been made that
                           Executive met the applicable standard of conduct
                           prescribed for indemnification or reimbursement of
                           payment of expenses under the By-Laws of the Company
                           or the laws of the State of Delaware as in effect at
                           the time of such act or omission.

2.       MITIGATION. Executive is not required to seek other employment or
otherwise mitigate the amount of any payments to be made by the Company pursuant
to this Agreement.


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3.       ASSIGNMENT. Neither Company nor Executive shall have the right to
assign its respective rights pursuant to this Agreement. The Company shall
require any proposed successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company, by agreement in form and substance reasonably
satisfactory to Executive, to expressly assume and agree to perform this
agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place, concurrent with
the execution of a definitive agreement with the Company to engage in such
transaction.

4.       This Agreement shall be binding on the inure to the benefit of
Executive and his heirs and the Company and any permitted assignee. The Company
shall not engage in any transaction, including a merger or sale of assets
unless, as a condition to such transaction such successor organization assumes
the obligations of the Company pursuant to this Agreement.

5.       NOTICES.

                  If to Company:            Compass Aerospace Corporation
                                            1501 Hughes Way, Suite 400
                                            Long Beach, California 90810
                                            Attention:  Chief Executive Officer
                                            Fax: 310-522-0601

                  If to Executive:          John R. Reimers
                                            17 Centaurus Way
                                            Coto de Caza, CA 92679
                                            Fax::  (949) 888-9869

6.       COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement may be executed in
counterparts and by facsimile, each of which shall be an original, but which
together shall constitute one and the same Agreement.

7.       MISCELLANEOUS. This Agreement supersedes and makes void any prior
agreement between the parties and sets forth the entire agreement and
understanding of the parties hereto with respect to the matters covered hereby,
and may not otherwise be amended or modified except by written agreement
executed by the Company and the Executive. This Agreement shall be governed by
and construed in accordance with the laws of the State of California.


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         This Agreement has been executed on the date specified in the first
paragraph.


                                                  COMPASS AEROSPACE CORPORATION



                                             By:
                                                  ------------------------------
                                                  Authorized Signature



                                                  EXECUTIVE

                                                  John R. Reimers


                                                  ------------------------------
                                                  Signature

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