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Employment Agreement - United Defense Industries Inc. and Dennis A. Wagner

                              EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT, dated and effective as of May 21, 1999 (the
'Agreement'), is made by and between United Defense Industries, Inc., a Delaware
corporation (the 'Company'), and Dennis A. Wagner (the 'Executive').

WHEREAS, it is the desire of the Company to assure itself of the services of the
Executive by engaging the Executive to perform such services under the terms
hereof; and

WHEREAS, the Executive desires to commit himself to serve the Company on the
terms herein provided;

NOW THEREFORE, in consideration of the foregoing and of the respective covenants
and agreements set forth below, the parties hereto agree as follows:

Section 1. Certain Definitions.

(a)   'Annual Base Salary' shall have the meaning set forth in Subsection 5

(b)   'Board' shall mean the Board of Directors of the Company or any Committee
      thereof duly created or authorized by the Board to act in its behalf.

(c)   The Company shall have 'Cause' to terminate the Executive's employment
      hereunder upon Executive's 

      (i)   failure substantially to perform his duties hereunder, other than
            any such failure resulting from the Executive's Disability, after
            notice and reasonable opportunity for cure, all as determined by the

      (ii)  conviction of a felony or a crime involving moral turpitude; or

      (iii) fraud or personal dishonesty involving the Company's assets.

(d)   'Company' shall have the meaning set forth in the preamble hereto.

(e)   'Corporate Transaction' shall mean any of the following events:

      (i)   a merger or consolidation of the Company or any Controlled Entity
            with a theretofore unaffiliated entity in which the stockholders or
            interestholders of the Company or Controlled Entity (as applicable)
            receive cash, securities and/or other marketable property in
            exchange for their voting stock or partnership interests;

      (ii)  the sale, transfer, exchange or other disposition of all or
            substantially all of the assets of the Company or any Controlled

      (iii) the acquisition by an unaffiliated Person, of (i) more than 50% of
            the Common Stock then outstanding or (ii) more than 50%.of the
            voting stock or partnership interests of any Controlled Entity then
            outstanding; or

      (iv)  the liquidation, dissolution, or winding up of the Company or any
            Controlled Entity, other than a restructuring transaction which
            results in the continuation of the Company's or Controlled Entity's
            (as applicable) business by an Affiliate.

      As used in this Subsection 1 (e), 'Controlled Entity' shall mean UDLP
      Holdings Corp. and/or United Defense, L. P.; 'Affiliate' shall mean, with
      respect to the Company or either Controlled Entity, any Person which,
      prior to such Corporate Transaction, was directly or indirectly
      controlling, controlled by, or under common control with such entity,
      where 'control' shall have the meaning given such term under Rule 405 of
      the Securities Act; and 'Person' shall mean any individual, corporation,
      partnership, limited liability company, business trust, joint stock
      company, trust, unincorporated association, joint venture, governmental
      authority, or other entity of whatever nature.

(f)   'Date of Termination' shall mean (i) if the Executive's employment is
      terminated by his death, the date of his death, or (ii) if the Executive's
      employment is terminated pursuant to any other provision of Subsection
      6(a), the date specified in the Notice of Termination.

(g)   'Disability' shall mean the absence of the Executive from the Executive's
      duties to the Company on a full-time basis for a total of six (6) months
      during any twelve (12) month period as a result of incapacity due to any
      injury or to mental or physical illness which is determined to be
      reasonably likely to extend beyond the completion of the Term by a
      physician selected by the Company and acceptable to the Executive or the
      Executive's legal representative (such agreement as to acceptability not
      to be withheld unreasonably).

(h)   'Discretionary Bonus' shall have the meaning set forth in Subsection 5(b).
      Any Discretionary Bonus shall be paid no later than fifteen (15) business
      days following completion of the financial statements which permit
      calculation of the amount thereof.

(i)   'Effective Date' shall mean the date first set forth in the preamble

(j)   'Executive' shall have the meaning set forth in the preamble hereto.


(k)   The Executive shall have 'Good Reason' to terminate his employment in the
      event that the Company either (i) fails to make any payment or provide any
      benefit hereunder or commits a material breach of this Agreement and does
      not cure such failure or breach after notice and a reasonable opportunity
      to cure, or (ii) gives to the Executive a notice of non-extension under
      Subsection 2(b). The characteristics, attributes, and elements of
      Executive's employment and compensation set forth in sections 2 through 7
      hereof shall each constitute a material undertaking of the Company to
      Executive under this Agreement.

(1)   'Notice of Termination' shall have the meaning set forth in Subsection

(m)   'Severance Period' shall have the meaning set forth in Subsection 7(a)(i).

(n)   'Term' shall have the meaning set forth in Subsection 2(b).

Section 2. Employment.

(a)   The Company shall employ the Executive and the Executive shall work in the
      employ of the Company for the period set forth in this Section 2, in the
      position or positions set forth in Section 3, and upon the other terms and
      conditions herein provided. The initial term of employment under this
      Agreement (the 'Initial Term') shall be for the period 'beginning on the
      Effective Date and ending on December 31, 2001, unless earlier terminated
      as provided in Section 6.

(b)   The employment term hereunder shall automatically be extended for
      successive one year periods ('Extension Terms,' and, collectively with the
      Initial Term, the 'Term') unless either party gives notice of
      non-extension to the other no later than 90 days prior to the expiration
      of the then-applicable Term.

Section 3. Position and Duties.

(a)   The Executive shall serve as the Vice President, Business Development and
      Marketing of the Company and of its principal subsidiaries, UDLP Holdings
      Corp., a Delaware corporation, and United Defense, L.P., a Delaware -
      limited partnership. In such capacity, the Executive shall have such
      customary responsibilities, duties, and authority as may from time to time
      be assigned to the Executive by the President and Chief Executive Officer;
      provided, however, that Executive's responsibilities and authority shall
      not be reduced, without his prior written consent, below the level and
      range thereof prevailing as of the Effective Date of this Agreement. The
      Executive shall devote substantially all his working time and efforts to
      the business and affairs of the Company and its subsidiaries. The
      Executive shall not be required to perform any of his duties in a manner
      inconsistent with applicable law or the Company's Code of Ethics and
      Standards of Conduct.

(b)   If elected or appointed thereto, and only for the duration of such elected
      term or


      appointment, Executive shall, in addition to the position(s) set forth in
      Subsection 3(a) above, serve as a director of the Company and/or any of
      its subsidiaries, and/or in one or more executive offices of any other
      subsidiaries of the Company, provided that the Executive is indemnified
      for serving in any and all such capacities on a basis consistent with that
      provided- by the Company to other directors of the Company or similarly
      situated executive officers' of any such other entities.

(c)   In addition to the ongoing responsibilities of the Executive's position(s)
      identified in Subsection 3(a) above, Executive specifically acknowledges
      and agrees that his responsibilities under this Agreement shall include
      assisting, as directed by the President and Chief Executive Officer in the
      evaluation, preparation, and/or consummation of any sale, merger,
      consolidation, or other change of control or ownership of the Company
      (collectively, a 'Corporate Transaction') as may be desired by the
      Company's majority owner. Such assistance shall include, without
      limitation, the preparation and production of materials and records of
      interest to a potential acquirer; participation in meetings and
      presentations regarding the Company and its business with any potential
      acquirer; assisting the Company in providing materials and information to,
      and/or participating in meetings with and presentations to any
      governmental agency or agencies which may have a jurisdictional or other
      appropriate interest in a Corporate Transaction; and the preparation and
      production of any materials required in order to consummate any Corporate
      Transaction in which the Company may agree. 

Section 4. Place of Performance.

In connection with his employment during the Term, the Executive shall be based
in Arlington, Virginia.

Section 5. Compensation and Related Matters.

(a)   Annual Base Salary. During the Term, the Executive shall receive an Annual
      Base Salary which (i) is currently in the amount of $173,422 and (ii) may
      be increased from time to time during the Term hereof in accordance with
      the Company's practices and procedures regarding employee salaries.

(b)   Bonus. For each calendar year, or part, of the Term, the Executive shall
      be eligible to participate in the United Defense Management Incentive Plan
      (or any revision, supplement, or replacement thereof, however denominated;
      hereinafter, the 'Bonus Plan') and to receive thereunder a Discretionary
      Bonus based upon a target bonus under such plan equal to 55% of the amount
      of the Executive's Annual Base Salary.

(c)   Benefits. The Executive shall be entitled to participate in the other
      employee benefit plans, programs, and arrangements of the Company now or
      hereafter in effect which are applicable to the senior officers of the
      Company, subject to and on a basis consistent with the terms, conditions,
      and overall administration


      thereof, including but not limited to the United Defense Stock Option
      Plan, the Company's Qualified and Non-qualified Pension Plans, the
      Company's Qualified and Non-qualified Thrift Plans, the Executive Health
      Plan, the Short-Term and Long-Term Disability Plans, life insurance, and
      the Company's program and practices regarding vacations, personal days,
      and paid holidays.

(d)   Expenses. The Company shall reimburse the Executive for all reasonable
      travel and other business expenses incurred by him in the performance of
      his duties to the Company, in accordance with the Company's expense
      reimbursement policy.

Section 6. Termination.

The Executive's employment hereunder may be terminated by the Company or the
Executive, as applicable, without any breach of this Agreement only under the
following circumstances:

(a)   (i)   Death. The Executive's employment hereunder shall terminate upon his

      (ii)  Disability. If the Company determines in good faith that the
            Executive has incurred a Disability, the Company may give the
            Executive written notice of its intention to terminate the
            Executive's employment. In such event, the Executive's employment
            with the Company shall terminate effective on the 30th day after
            receipt of such notice by the Executive, provided that within 30
            days after such receipt, the Executive shall not have returned to
            full-time performance of his duties. The Executive shall continue to
            receive his Annual Base Salary until the Date of Termination.

      (iii) Cause. The Company may terminate the Executive's employment
            hereunder for Cause.

      (iv)  Good Reason. The Executive may terminate his employment for Good

      (v)   Without Cause. The Company may terminate the Executive's employment
            hereunder without Cause.

      (vi)  Resiqnation without Good Reason. The Executive may resign his
            employment without Good Reason upon sixty (60) days prior written
            notice to the Company. Any retirement by Executive after age 55 and
            upon sixty (60) days prior written notice shall also constitute
            Resignation without Good Reason hereunder.

(b)   Notice of Termination. Any termination of the Executive's employment by
      the Company or by the Executive under this Section 6, other than
      termination pursuant to Subsection 6(a)(i), shall be communicated by
      written notice to the


      other party hereto indicating the specific termination provision in this
      Agreement relied upon, setting forth in reasonable detail the facts and
      circumstances claimed to provide a basis for termination of the
      Executive's employment under the provision so indicated, and specifying a
      Date of Termination which, except in the case of termination for Cause,
      shall be at least fourteen days following the date of such notice (a
      'Notice of Termination').

Section 7. Severance Payments.

(a)   Termination without Cause or for Good Reason. If the Executive's
      employment shall terminate without Cause pursuant to Subsection 6(a)(v)
      above, or for Good Reason pursuant to Section 6(a)(iv) above, the Company

      (i)   pay to the Executive, following the Date of Termination, an amount
            equal to the Annual Base Salary that the Executive would have been
            entitled to receive had he continued his employment hereunder for a
            period of 2 years (the 'Severance Period'), such payment to be made
            as follows:

            (A)   if, within eighteen (18) months prior to the Date of
                  Termination, no Corporate Transaction has occurred, then the
                  Annual Base Salary amounts for the Severance Period shall be
                  paid over the duration of the Severance Period in accordance
                  with the Company's regular payroll practice for salaried
                  employees; or

            (B)   if, within eighteen (18) months prior to the Date of
                  Termination, a Corporate Transaction has occurred, then the
                  Annual Base Salary amounts for the Severance Period shall be
                  paid, at Executive's election, either in a lump sum within
                  thirty (30) days following the Date of Termination, or in the
                  manner specified by Subsection 7(a)(i)(A) above; and

      (ii)  pay to the Executive a prorated Discretionary Bonus for that portion
            of the calendar year in which the Date of Termination occurred
            during which the Executive was employed by the Company (i.e., the
            period commencing January 1 of such year and ending on the Date of
            Termination), calculated at the higher of the target bonus or the
            bonus payable upon actual results in accordance with the Bonus Plan,
            such payment to be made at the time the actual results calculation
            with respect to such year is regularly made by the Company under the
            Bonus Plan; and

      (iii) pay to the Executive, following the Date of Termination, a
            Discretionary Bonus for the Severance Period, consisting of the
            target bonus for each year of the Severance Period, such payments to
            be made as follows:


            (A)   if, within eighteen (18) months prior to the Date of
                  Termination, no Corporate Transaction has occurred, then the
                  Discretionary Bonus shall be paid pro rata on a monthly basis
                  over the duration of the Severance Period; or

            (B)   if, within eighteen (18) months prior to the Date of
                  Termination, a Corporate Transaction has occurred, then the
                  Discretionary Bonus for all portions of the Severance Period
                  shall be paid, at Executive's election, either within thirty
                  (30) days following the Date of Termination, or in the manner
                  specified by Subsection 7(a)(iii)(A) above;and

      (iv)  continue, for the remainder of the Severance Period, Executive's
            coverage under all Company welfare benefit plans and programs in
            which the Executive was entitled to participate immediately prior to
            the Date of Termination, at the same premium cost, and at the same
            coverage level, as in effect immediately preceding the Date of
            Termination. However, in the event the premium cost shall change for
            all employees of the Company, or for management employees with
            respect to supplemental benefits, the cost shall change for
            Executive in a corresponding manner.

      The payments required by Subsections 7(a)(i), 7(a)(ii), and 7(a)(iii)
      above shall be in lieu of any payments to which Executive would otherwise
      be entitled under the Company's general severance policy pertaining to
      reductions in force.

(b)   Pension and Retirement Benefits. In the event that Executive's employment
      is terminated under the circumstances contemplated by Subsection 7(a)
      above, the Company shall, either under this Agreement or via the
      Non-Qualified Pension Plan, make such payments at such times and in such
      amounts as necessary to produce the same chronological sequence and amount
      of payments which Executive would have been eligible in the context of
      such termination to receive under the UDLP Employees Pension Plan (the
      'Pension Plan') and other retirement benefit plans, were the terms of the
      Pension Plan and/or such other plans to include the following features:
      (i) period of service includes both- actual credited service thereunder
      and the Severance Period, such total service period to be used for
      calculating the commencement of Executive's pension eligibility and the
      credited service which is used in calculating the amount of Executive's
      pension; (ii) Executive's age, as used in all calculations under the
      Pension Plan affecting Executive's pension eligibility and pension amount,
      shall be deemed to consist of his actual age plus the Severance Period;
      (iii) the Severance Period, and Executive's income during such period as
      paid pursuant to Subsection 7(a)(i), shall be included in the calculation
      base for Executive's 'final average yearly earnings' under the Pension
      Plan; and (iv) any termination under Subsection 7(a) shall render the
      'rule of 65' applicable to Executive under the Pension Plan.


(c)   Tax Indemnification. With respect to any payment(s) made to Executive
      under this Section 7 or otherwise and any accelerated vesting and/or
      exercise of stock options under the United Defense Stock Option Plan, and
      only in the event that ahythereof result in the assertion by the Internal
      Revenue Service IRS') that Executive is liable under Section 280G and/or
      4999 of the Internal Revenue Code of 1986, as amended (the 'Code') for the
      payment of an excise tax on socalled 'excess parachute payments' under
      such Code sections, or for any other tax or imposition, however
      denominated, and whether federal, state, or local, in addition to or
      excess of ordinary income tax rates (any such tax being hereinafter
      referred to as an 'EPP Tax'), then the Company shall indemnify and hold
      harmless Executive from and against any such demand or assertion from the
      IRS or any other taxing authority, by (i) paying to Executive an amount
      sufficient to cover both such asserted EPP Tax and any income or other tax
      payable by Executive on or on account of receiving such indemnification
      payment, and/or (ii) at the Company's sole election, contesting, at the
      Company's expense and with counsel and/or other advisors of the Company's
      choosing, the applicability or amount of such EPP Tax with the IRS or
      other taxing authority, in which event Executive shall cooperate as
      reasonably requested by the Company in any such proceeding.

(d)   Survival. The expiration or termination of the Term of Employment shall
      not impair the rights or obligations of any party hereto which shall have
      accrued hereunder prior to such expiration.

Section 8. Competition.

(a)   Executive shall not, at any time during the Term, and, if Executive's
      employment is terminated by the Executive not for Good Reason, or by the
      Company for Cause, then during the thirty-six (36) month period following
      such Date of Termination, without the prior written consent of the Board,
      directly or indirectly engage in, or have any interest in or manage or
      operate any Competitor (as such term is defined in the last sentence of
      this Subsection 8(a)), whether such engagement occurs in the capacity of a
      director, officer, employee, agent, representative, partner, security
      holder, consultant, or otherwise; provided, however, that Executive
      shall be permitted to acquire a stock interest in such a corporation
      provided such stock is publicly traded and the stock so acquired is not
      more than one percent of the outstanding shares of such corporation. As
      used in the preceding sentence, 'Competitor' shall mean any business
      organization, whether in corporate, partnership, or other form, and
      whether located in the United States or elsewhere, which, as of
      Executive's Date of Termination, is established as either a prime
      contractor or major subcontractor (i.e., accounting for at least 25% of
      the prime contract value) on any military program for the design or
      production of armored tracked vehicles or naval guns or naval missile


(b)   In the event that the provisions of Subsection 8(a) shall be determined by
      any court of competent jurisdiction to be unenforceable by reason of its
      extending for too great a period of time or over too great a geographical
      area or by reason of its being too extensive in any other respect, then
      such provisions shall be interpreted to extend only over the maximum
      period of time for which it may ~be enforceable, and/or over the maximum
      geographical area as to which it may be enforceable, and/or to the maximum
      extent in all other respects as to which it may be enforceable, all as
      determined by such court in such action.

Section 9. Nondisclosure of Proprieta!y Information.

(a)   Except as required in the faithful performance of the Executive's duties
      hereunder or pursuant to Subsection 9(c) below, Executive shall, in
      perpetuity, maintain in confidence and shall not directly or indirectly
      use, disseminate, disclose, or publish, or use for his benefit or the
      benefit of any person, firm, corporation, or other entity any confidential
      or proprietary information or trade secrets of or relating to the Company,
      including, without limitation, information with respect to the Company's
      operations, processes, products, inventions, business practices, finances,
      principals, vendors, suppliers, customers, potential customers, marketing
      methods, costs, prices, contractual relationships, regulatory sums,
      compensation paid to employees or other terms of employment, or deliver to
      any person, firm, corporation or other entity any document, record,
      notebook, computer program, or similar repository of or containing any
      such confidential or proprietary information or trade secrets. The parties
      hereby stipulate and agree that as between them the foregoing matters are
      important, material, confidential, and proprietary information and trade
      secrets and affect the successful conduct of the business of the Company .

(b)   Upon termination of Executive's employment with Company for any reason,
      the Executive shall promptly deliver to the Company all correspondence,
      drawings, manuals, letters, notes, notebooks, reports, programs, plans,
      proposals, financial documents, or any other documents which either
      concern the Company's customers, business plans, marketing strategies,
      products, or processes, or which contain proprietary information or trade
      secrets of the Company.

(c)   Executive may respond to a lawful and valid subpoena or other legal
      process seeking any of the information or material referred to in
      Subsection 9(a) or 9(b) above, but shall give the Company the earliest
      possible notice thereof, and shall, as much in advance of the return date
      as possible, make available to the Company and its counsel the documents
      and other information sought and shall assist such counsel in resisting or
      otherwise responding to such process.


10. Injunctive Relief.

The Executive recognizes and acknowledges that .1 breach of the covenants
contained in Sections 8 and 9 would cause Irreparable damage to Company and its
goodwill, the exact amount of which would be difficult or impossible to
ascertain, and that the remedies at law for any such breach, would be
inadequate, Accordingly, Executive agrees that in the event of a breach of any
of the covenants contained in Sections 8 and 9, in addition to any other remedy
which may be available at law or in equity, the Company shall be entitled to 
specific performance and injunctive relief.

11. Successors and Assigns.

This Agreement shall be binding upon and 'inure to the benefit of the Company,
the Executive, and their respective successors, assigns, personnel and legal
representatives, executors, administrators, heirs, distributees, devisees, and
legatees, as applicable, provided however that Executive acknowledges that this
Agreement Is a personal services contract and is therefore not assignable by

12. Governing Law.

This Agreement shall be governed, construed, interpreted, and enforced in 
accordance with the laws of the State of Delaware.

13. Validity.

The Invalidity or unenforceability of any provision or provisions of his
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.

14. Notices,

Any notice, request, claim, demand, document, or other communication
hereunder to any party shall be effective upon receipt (or refusal
of receipt) and shall be in writing and delivered personally or sent
by telex, telecopy, or certified or registered mail, postage
prepaid, as follows:

(a) If to the Company,

United Defense, L.P.
152-5 Wilson Boulevard,
Suite 700
Arlington, VA 22209
Attention: General Counsel


(b)   If to the Executive, to him at the address set forth below under his
      signature on the last page of this Agreement; 
      or to any other address as any party shall have specified for itself by 
      notice in writing to the other parties.

Section 15. Counterparts

This Agreement may be executed in several counterparts each of which
shall be deemed to be an original, but all of which together will
constitute one and the same Agreement, which shall be sufficiently
evidenced by any one of such original counterparts.

Section 16. Scope of Agreement.

The terms of this Agreement expression of their agreement with respect to
the employment of the Executive by the Company and may not be contradicted by
evidence of any prior or contemporaneous agreement. The parties further intend
that this Agreement shall constitute the complete and e xclusive statement of
its terms and that no extrinsic evidence whatsoever may be introduced In any
judicial, administrative, or other legal proceeding to vary the terms of this
Agreement. The parties also recognize that each of them has or may have
rights, powers, and obligations arising under or with respect to various
employee benefit plans, programs, and/or policies of the Company and/or its
subsidiaries, including but not limited to (i) the United Defense Stock Option
Plan (the''Option Plan') and any Stock Option Agreement(s) between the
Company and Executive in connection with the Option Ran; (ii) the United
Defense Industries, Inc. Employee Equity Purchase Plan (the 'Equity Plan')
and documentation related thereto; (iii) any Stockholders Agreement(s) among
Executive, the Company, and Iron Horse Investors, L.L.C. entered into in
connection with the Equity Plan, the Option Plan, or otherwise; (iv) the
so-called enhanced stock purchase plan under, the Equity Plan., including any
Promissory Notes(s) and/or Stock Pledge and Security Agreement(s) entered into
in connection therewith; (v) the United Defense Employees Thrift Plan (also
known as the 401(k) Plan) and the ULDP Supplemental Retirement and Savings
Plan (the latter being also known as the Non-Qualified Thrift Plan); and (vi)
the UDLP Employees Pension Plan, into which the UDLP Salaried Employees
Pension Plan was merged effective January 1, 1999, and the Non-Qualified
Pension Plan. As to all such plans, programs, and policies referred to in the
preceding sentence (collectively, the 'Other Company Plans'), the Company and
Executive intend and agree that, except as specifically provided in this
Agreement, neither the existence, provisions,. operation, nor enforcement of
this Agreement shall in any way impair, alter, of vary either (i) the terms
and conditions of any of the Other Company Plans, or (ii) the respective
rights, powers, and obligations of the Company or the Executive under any of
the Other Company Plans.


Section 17. Amendments and Waivers.

This Agreement may not be modified, amended, or terminated except by an
instrument in writing, signed by the Executive and the President and Chief
Executive Officer. No right or power under this Agreement, including but not
limited to any right of termination by either party under Section 6, shall be
waived except by an instrument in writing, signed by the party whose right or
power is thereby being waived. No such waiver shall operate as a waiver of, or
estoppel with respect to, any other or subsequent failure. No failure to
exercise and no delay in exercising any right, remedy, or power hereunder shall
preclude any other or further exercise of such or any other right, remedy, or
power provided herein or by law or in equity.

Section 18. No Inconsistent Actions.

The parties hereto shall not voluntarily undertake or fail to undertake any
action or course of action inconsistent with the provisions or essential intent
of this Agreement. Furthermore, it is the intent of the parties hereto to act
in a fair and reasonable manner with respect to the interpretation and
application of the provisions of this Agreement.

Section 19. Arbitration.

Any dispute or controversy arising under or in connection with this Agreement
shall be settled exclusively by arbitration, conducted before a panel of three
arbitrators in Wilmington, Delaware, in accordance with the rules of the
American Arbitration Association then in effect. Judgment may be entered on the
arbitrator's award in any court having jurisdiction; provided however, that the
Company shall be entitled to seek a restraining order or injunction in any
court of competent jurisdiction to prevent any continuation of any violation of
the provisions of Sections 8 or 9 of this Agreement and the Executive hereby
consents that such restraining order or injunction may be granted without the
necessity of the Company's posting any bond; and provided further that the
Executive shall be entitled to seek specific performance of his right to be
paid until the Date of Termination during the pendency of any dispute or
controversy arising under or in connection with this Agreement. The fees and
expenses of the arbitrators shall be borne by the Company.

Section 20. Stockholder Approval

This Agreement shall become effective when signed, but shall be submitted for
approval of the Company's stockholders within three (3) months after the date
of the Board's initial authorization for this Agreement. If such approval has
not been obtained by the end of such period, any payments to be made under
Section 7 hereof shall be reduced to the maximum amount which, when aggregated
with all other payments which are a 'parachute payments' as defined in Code
Section 280G, would not exceed 2.99 times the Executive's 'base amount' as
defined in Code Section 280G. The

Company intends to seek such approval as contemplated by Section
280G(b)(5)(A)(ii) of the Internal Revenue Code of 1986, as amended, and the
regulations thereunder. Executive shall cooperate as requested by the Company
in seeking any stockholder approval(s) of or with respect to this Agreement.

Section 21. Executive Compensation Agreement.

This agreement supersedes all provisions of the Executive Compensation
Agreement dated June 30, 1997 to which Executive and the United Defense, L.P.
are parties, which agreement shall be of no further force or effect.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and
year first above written.

                                       United Defense Industries, Inc.  
                                       By: /s/ Thomas W. Rabaut         
                                       Name:  Thomas W. Rabaut          
                                       Title: President CEO             
                                       /s/ Dennis A. Wagner             
                                       Name:    Dennis A. Wagner        
                                       Address: 9425 Lakeside Drive     
                                                Vienna, Virginia 22182  

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