[LETTERHEAD]
3 February 1993
Mr. Nicholas D. Chabraja
440 King Muir Road
Lake Forest, IL 60045
Dear Nick:
This letter confirms our offer to you to become the Senior Vice President and
General Counsel of General Dynamics, reporting to me effective 1 January 1993.
You will be a Corporate officer as approved by the Board of Directors. The
basic terms are as follows:
Base Salary: Initial salary at the rate of $350,000 per year.
Incentive Compensation: Participation in the Corporation's Management
Incentive Plan beginning March, 1994. Annual awards are dependent upon
your performance. Determination of the amount of your award is made by
the Compensation Committee of the Board of Directors.
Top '150' Team Front-load Restricted Stock: Additionally, you will be
a member of our Top '25' key management team. In order to put you on
an equal footing with the other members of this team, we will make you
an award of 15,000 shares of General Dynamics restricted stock
immediately. These shares of restricted stock will vest according to
the lapsing rules of our normal program, provided you remain employed
by General Dynamics through 31 December 1994. The amount also takes
into consideration the fact that you will not achieve a vested
retirement benefit during the term of this agreement. Your restricted
stock will also be eligible for any accelerated lapsing of remaining
restricted shares based on performance criteria set and approved by
the Compensation Committee.
Additionally, you will receive the normal General Dynamics benefit
package and perquisites for the top executives of the Company. This
includes, but is not limited to, the Retirement Plan for Salaried
Employees; Group Medical and Life Insurance Plan; the Named Individual
Accidental Death Insurance Plan; the Long-term Disability Plan; the
Dental Plan; Executive Financial Planning; the Officer's Vacation
Plan; the company-provided automobile; and the company-provided
memberships to a country club and appropriate luncheon clubs. You will
also be able to participate immediately in the Company's Supplemental
Savings
and Stock Investment plan (SSIP). After you have completed one full
year of employment you will be able to participate in the Company's
Tax Qualified SSIP.
It is further understood that during your employment with General Dynamics, you
will remain a partner in the law firm of Jenner and Block and that any salary
and bonus paid to you by General Dynamics will be remitted to Jenner and Block,
net of taxes, and that Jenner and Block will deduct the gross payments from
their annual billings to General Dynamics, effective with your 1 January 1993
hire date.
Nick, we very much look forward to having you as a member of our team and
believe that this letter contains all of the understandings that we have agreed
to.
Sincerely,
/s/ WILLIAM A. ANDERS
---------------------
William A. Anders
Chairman & CEO
WAA:daw
Accepted By:
/s/ NICHOLAS D. CHABRAJA March 2, 1993
- -------------------------------------------
Nicholas D. Chabraja Date
[LETTERHEAD]
22 December 1993
Mr. Nicholas D. Chabraja
440 King Muir Road
Lake Forest, Illinois 60045
Dear Nick:
This letter confirms our recent conversations and restates the terms
of your employment with General Dynamics. As we have agreed, you will continue
to serve as Senior Vice President and General Counsel of General Dynamics (or
in any other capacity deemed appropriate by the Board of Directors), reporting
directly to me.
You will continue to be compensated at your current base salary of
$350,000 per year, plus such additional incentive compensation as the
Compensation Committee of the Board of Directors shall from time to time award
to you. Annual reviews of total compensation are generally made in March of
each year and are based upon your performance and that of the Company. You will
also continue to participate in such health and welfare and other benefit
programs of General Dynamics as are available to other senior officers of the
Company.
Provided you remain employed by the Company through 31 December 1994,
the Restricted Stock granted to you in February 1993 will continue to vest
according to the lapsing rules of the Restricted Stock Program. This letter
also acknowledges that you are participating in General Dynamics' recently
adopted long-term compensation plan through awards made to you in October 1993
of stock options and restricted stock.
This letter confirms that you intend to continue to reside in Chicago
and to remain a partner in the law firm of Jenner & Block during your
employment with General Dynamics. On the other hand, you agree that you will
not participate in the fees that Jenner & Block derives from its representation
of General Dynamics so long as you are employed as an officer of General
Dynamics. It is also understood that Jenner & Block will not bill General
Dynamics for any time you personally devote to General Dynamics as an officer
of the Company.
Nicholas D. Chabraja 2 22 December 1993
I applaud your outstanding efforts during the past year and look
forward to an equally satisfying association in the future.
Sincerely,
GENERAL DYNAMICS CORPORATION
/s/ J. R. MELLOR
----------------
J. R. Mellor
President and Chief Executive Officer
Agreed:
By: /s/ NICHOLAS D. CHABRAJA
--------------------------------
Nicholas D. Chabraja
JRM:gmb
Employment Agreement - General Dynamics Corp. and Nicholas D. Chabraja
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