{"id":38565,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/change-in-control-agreement-dyncorp-and-w-ben-medley.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"change-in-control-agreement-dyncorp-and-w-ben-medley","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/change-in-control-agreement-dyncorp-and-w-ben-medley.html","title":{"rendered":"Change in Control Agreement &#8211; DynCorp and W. Ben Medley"},"content":{"rendered":"<pre>December  11, 2000\n\n\n\nMr. W. Ben Medley\n41000 Riverock\nPalmdale, California  93551\n\nDear Ben:\n\n         DynCorp (the \"Company\") considers it essential to the best interests of\nits stockholders to foster the continuous employment of key management\npersonnel. In this connection, the Company recognizes that, as is the case with\nmany businesses, the possibility of a Change in Control may occur and that such\npossibility and the uncertainty and questions which it may raise among\nmanagement, may result in the departure or distraction of key management\npersonnel to the detriment of the Company and its stockholders.\n\n         The Board of Directors (the \"Board\") of the Company has determined that\nappropriate steps should be taken to reinforce and encourage the continued\nattention and dedication of members of the Company's key management, including\nyourself, to their assigned duties without distraction in the face of\npotentially disturbing circumstances arising from the possibility of a Change in\nControl of the Company.\n\n         In order to induce you to remain in the employ of the Company and in\nconsideration of your agreement set forth in Subsection 2(ii) hereof, the\nCompany agrees that you shall receive the severance benefits set forth in this\nletter agreement (\"Agreement\") in the event your employment with the Company is\nterminated subsequent to a \"Change in Control of the Company\" (as defined in\nSection 2 hereof) under the circumstances described below.\n\n         1. Term of Agreement. This Agreement shall commence on the date hereof\nand shall continue in effect through the earlier of January 1, 2002, such later\ntermination date as hereafter provided, or such date on which you may, prior to\nthe occurrence of a Change in Control as hereafter defined, retire or otherwise\nterminate your employment with the Company for any reason; provided, however,\nthat commencing on January 1, 2003 and each January 1 thereafter, the term of\nthis Agreement shall automatically be extended for one additional year unless,\nnot later than September 30 of the preceding year, the Company shall have given\nnotice that it does not wish to extend this Agreement; provided, further, if a\nChange in Control of the Company shall have occurred during the original or\nextended term of this Agreement, this Agreement shall continue in effect for a\nperiod of thirty-six (36) months beyond the month in which such Change in\nControl occurred; provided further, however, that this Agreement shall not\nextend beyond the Company's mandatory retirement age, unless such mandatory\nretirement age is waived by the Board.\n\n     2. Change in Control. Except as provided in Section 5(i), no benefits shall\nbe payable hereunder unless there shall have been a Change in Control of the\nCompany, as set forth below.\n\n                  (i) For purposes of this Agreement, a \"Change in Control of\nthe Company\" shall be deemed to have occurred if (A) any \"person\" (as such term\nis used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as\namended (the \"Exchange Act\")), other than a trustee or other fiduciary holding\nsecurities under an employee benefit plan of the Company or its subsidiaries, is\nor becomes the \"beneficial owner\" (as defined in Rule 13d-3 under the Exchange\nAct), directly or indirectly, of securities of the Company representing more\nthan 35% of the combined voting power of the Company's then outstanding\nsecurities; or (B) during any period of two consecutive years (not including any\nperiod prior to the execution of this Agreement), individuals who at the\nbeginning of such period constitute the Board and any new director (other than a\ndirector designated by a person who has entered into an agreement with the\nCompany to effect a transaction described in clauses (A) or (C) of this\nSubsection) whose election by the Board or nomination for election by the\nCompany's stockholders was approved by a vote of at least two-thirds (2\/3) of\nthe directors then still in office who either were directors at the beginning of\nthe period or whose election or nomination for election was previously so\napproved, cease for any reason to constitute a majority thereof; or (C) the\nshareholders of the Company approve a merger or consolidation of the Company\nwith any other corporation, other than a merger or consolidation which would\nresult in the voting securities of the Company outstanding immediately prior\nthereto continuing to represent (either by remaining outstanding or by being\nconverted into voting securities of the surviving entity) at least 80% of the\ncombined voting power of the voting securities of the Company or such surviving\nentity outstanding immediately after such merger or consolidation, or the\nshareholders of the Company approve a plan of complete liquidation of the\nCompany or an agreement for the sale or disposition by the Company of all or\nsubstantially all the Company's assets.\n\n                  (ii) For purposes of this Agreement, a \"potential Change in\nControl of the Company\" shall be deemed to have occurred if (A) the Company\nenters into an agreement, the consummation of which would result in the\noccurrence of a Change in Control of the Company; (B) any person (including the\nCompany) publicly announces an intention to take or to consider taking actions\nwhich, if consummated, would constitute a Change in Control of the Company; (C)\nany person, other than a trustee or other fiduciary holding securities under an\nemployee benefit plan of the Company or its subsidiaries, who is or becomes the\nbeneficial owner, directly or indirectly, of securities of the Company\nrepresenting 9.5% or more of the combined voting power of the Company's then\noutstanding securities (other than through Common Stock Warrants outstanding as\nof the date hereof), increases his beneficial ownership of such securities by 5%\nor more over the percentage so owned by such person on the date hereof; or (D)\nthe Board adopts a resolution to the effect that, for purposes of this\nAgreement, a potential Change in Control of the Company has occurred. You agree\nthat, subject to the terms and conditions of this Agreement, in the event of a\npotential Change in Control of the Company, you will remain in the employ of the\nCompany until the earliest of (i) a date which is six (6) months after the\noccurrence of such potential Change in Control of the Company, (ii) the\ntermination by you of your employment by reason of Disability or Retirement (at\nthe Company's mandatory retirement age), as defined in Subsection 3(i), or (iii)\nthe occurrence of a Change in Control of the Company.\n\n                  (iii) Notwithstanding anything in the foregoing to the\ncontrary, no Change in Control of the Company shall be deemed to have occurred\nfor purposes of this Agreement by virtue of any transaction which results in\nyou, or a group of persons which includes you, acquiring, directly or\nindirectly, more than 35% of the combined voting power of the Company's then\noutstanding securities.\n\n                  (iv) Effective upon the occurrence of a Change of Control, all\nunvested options and rights granted to you under any stock option, restricted\nstock or other stock-based benefit plan (excluding the Employee Stock Ownership\nand Savings and Retirement Plans) shall immediately vest notwithstanding the\nabsence from such plan(s) of language that would trigger such vesting as of such\ndate, and you shall be entitled thereafter to exercise with respect to such\npreviously unvested options or shares all rights described in such plans as\nbeing applicable to fully vested options or shares.\n\n         3. Termination Following Change in Control. If any of the events\ndescribed in Subsection 2(i) hereof constituting a Change in Control of the\nCompany shall have occurred, you shall be entitled to the benefits provided in\nSubsection 4(iii) hereof upon the subsequent termination of your employment\nduring the term of this Agreement unless such termination is (A) because of your\ndeath, Disability or Retirement (B) by the Company for Cause, or (C) by you\nother than for Good Reason.\n\n                  (i) Disability; Retirement. If, as a result of your incapacity\ndue to physical or mental illness, you shall have been absent from the full-time\nperformance of your duties with the Company for six (6) consecutive months, and\nwithin thirty (30) days after written notice of termination is given you shall\nnot have returned to the full-time performance of your duties, your employment\nmay be terminated for \"Disability\". Termination by the Company or you of your\nemployment based on \"Retirement\" shall mean termination in accordance with the\nCompany's retirement policy, including early or mandatory retirement, generally\napplicable to its salaried employees or in accordance with any retirement\narrangement established with your consent with respect to you.\n\n                  (ii) Cause. Termination by the Company of your employment for\n\"Cause\" shall mean termination upon (A) the willful and continued failure by you\nto substantially perform your duties with the Company (other than any such\nfailure resulting from your incapacity due to physical or mental illness, or any\nsuch actual or anticipated failure after the issuance of a Notice of Termination\nby you for Good Reason, as such terms are defined in Subsections 3(iv) and\n3(iii), respectively) after a written demand for substantial performance is\ndelivered to you by the Board, which demand specifically identifies the manner\nin which the Board believes that you have not substantially performed your\nduties, or (B) the willful engaging by you in conduct which is demonstrably and\nmaterially injurious to the Company, monetarily or otherwise. For purposes of\nthis Subsection, no act, or failure to act, on your part shall be deemed\n\"willful\" unless done, or omitted to be done, by you not in good faith and\nwithout reasonable belief that your action or omission was in the best interest\nof the Company. Notwithstanding the foregoing, you shall not be deemed to have\nbeen terminated for Cause unless and until there shall have been delivered to\nyou a copy of a resolution duly adopted by the affirmative vote of not less than\nthree-quarters (3\/4) of the entire membership of the Board at a meeting of the\nBoard called and held for such purpose (after reasonable notice to you and an\nopportunity for you, together with your counsel, to be heard before the Board),\nfinding that, in the good faith opinion of the Board, you were guilty of conduct\nset forth above in clauses (A) or (B) of the first sentence of this Subsection\nand specifying the particulars thereof in detail.\n\n                  (iii) Good Reason. You shall be entitled to terminate your\nemployment for Good Reason. For purposes of this Agreement, \"Good Reason\" shall\nmean, without your express written consent, the occurrence after a Change in\nControl of the Company of any of the following circumstances unless, in the case\nof paragraphs (A), (E), (F), (G) or (H), such circumstances are fully corrected\nprior to the Date of Termination specified in the Notice of Termination, as\ndefined in Subsections 3(v) and 3(iv), respectively, given in respect thereof:\n\n                           (A) the assignment to you of any duties inconsistent\n         with your status as a senior executive officer of the Company or a\n         substantial adverse alteration in the nature or status of your\n         responsibilities from those in effect immediately prior to the Change\n         in Control of the Company;\n\n                           (B) a reduction by the Company in your annual base\n         salary as in effect on the date hereof or as the same may be increased\n         from time to time except for across-the-board salary reductions\n         similarly affecting all senior executives of the Company and all senior\n         executives of any person in control of the Company;\n\n                           (C) the relocation of the Company's [Technical\n         Services Division's] principal executive offices to a location outside\n         a radius of 30 miles from Fort Worth, Texas (or, if different, the\n         metropolitan area in which such offices are located immediately prior\n         to the Change in Control of the Company) or the Company's requiring you\n         to be based anywhere other than the Division's principal executive\n         offices except for required travel on the Company's business to an\n         extent substantially consistent with your present business travel\n         obligations;\n\n                           (D) the failure by the Company, without your consent,\n         to pay to you any portion of your current compensation except pursuant\n         to an across-the-board compensation deferral similarly affecting all\n         senior executives of the Company and all senior executives of any\n         person in control of the Company, or to pay to you any portion of an\n         installment of deferred compensation under any deferred compensation\n         program of the Company, within seven (7) days of the date such\n         compensation is due;\n\n                           (E) the failure by the Company to continue in effect\n         any compensation plan in which you participate immediately prior to the\n         Change in Control of the Company which is material to your total\n         compensation, including but not limited to the Executive Incentive Plan\n         (\"EIP\"), the Savings and Retirement Plan (\"SARP\"), the Supplemental\n         Executive Retirement Plan (\"SERP\"), the 1999 Long-Term Incentive Stock\n         Plan, and\/or any substitute plans adopted prior to the Change in\n         Control ( \"Compensation-Type Benefit Plans\"), unless an equitable\n         arrangement (embodied in an ongoing substitute or alternative plan) has\n         been made with respect to such Compensation-Type Benefit Plans, or the\n         failure by the Company to continue your participation therein (or in\n         such substitute or alternative plan) on a basis not materially less\n         favorable in the aggregate, both in terms of the amount of benefits\n         provided and the level of your participation relative to other\n         participants, as existed at the time of the Change in Control;\n\n                           (F) the failure by the Company to continue to provide\n         you with benefits substantially similar to those enjoyed by you under\n         any of the Company's pension, life insurance, medical, health and\n         accident, or disability plans in which you were participating at the\n         time of the Change in Control of the Company; the taking of any action\n         by the Company which would directly or indirectly materially reduce any\n         of such benefits or deprive you of any material fringe benefit enjoyed\n         by you at the time of the Change in Control of the Company; or the\n         failure by the Company to provide you with the number of paid vacation\n         days to which you are entitled under the terms of your employment by\n         the Company;\n\n                           (G) the failure of the Company to obtain a\n         satisfactory agreement from any successor to assume and agree to\n         perform this Agreement, as contemplated in Section 5 hereof; or\n\n                           (H) any purported termination of your employment\n         which is not effected pursuant to a Notice of Termination satisfying\n         the requirements of Subsection (iv) below (and, if applicable, the\n         requirements of Subsection (ii) above); for purposes of this Agreement,\n         no such purported termination shall be effective.\n\nYour right to terminate your employment pursuant to this Subsection shall not be\naffected by your incapacity due to physical or mental illness. Your continued\nemployment shall not constitute consent to, or a waiver of rights with respect\nto, any circumstance constituting Good Reason hereunder.\n\n                  (iv) Notice of Termination. Any purported termination of your\nemployment by the Company or by you shall be communicated by written Notice of\nTermination to the other party hereto in accordance with Section 6 hereof. For\npurposes of this Agreement, a \"Notice of Termination\" shall mean a notice which\nshall indicate the specific termination provision in this Agreement relied upon\nand shall set forth in reasonable detail the facts and circumstances claimed to\nprovide a basis for termination of your employment under the provision so\nindicated.\n\n                  (v) Date of Termination, Etc. \"Date of Termination\" shall mean\n(A) if your employment is terminated for Disability, thirty (30) days after\nNotice of Termination is given (provided that you shall not have returned to the\nfull-time performance of your duties during such thirty (30) day period), and\n(B) if your employment is terminated pursuant to Subsection (ii) or (iii) above\nor for any other reason (other than Disability), the date specified in the\nNotice of Termination (which, in the case of a termination pursuant to\nSubsection (ii) above shall not be less than thirty (30) days, and in the case\nof a termination pursuant to Subsection (iii) above shall not be less than\nfifteen (15) nor more than sixty (60) days, respectively, from the date such\nNotice of Termination is given); provided that if within fifteen (15) days after\nany Notice of Termination is given, or, if later, prior to the Date of\nTermination (as determined without regard to this proviso), the party receiving\nsuch Notice of Termination notifies the other party that a dispute exists\nconcerning the termination, the Date of Termination shall be the date on which\nthe dispute is finally determined, either by mutual written agreement of the\nparties, by a binding arbitration award, or by a final judgment, order or decree\nof a court of competent jurisdiction (which is not appealable or with respect to\nwhich the time for appeal therefrom has expired and no appeal has been\nperfected); provided further that the Date of Termination shall be extended by a\nnotice of dispute only if such notice is given in good faith and the party\ngiving such notice pursues the resolution of such dispute with reasonable\ndiligence.\n\n     4. Compensation Upon Termination or During  Disability.  Following a Change\nin Control of the Company, as defined by Subsection  2(i), upon termination  of\nyour  employment or during a period of  disability  you shall be entitled to the\nfollowing benefits:\n                  (i) During any period that you fail to perform your full-time\nduties with the Company as a result of incapacity due to physical or mental\nillness, you shall continue to receive the benefits provided by the Company's\ninsurance, disability and other compensation plans then in effect during such\nperiod, until your employment is terminated pursuant to Section 3(i) hereof.\nThereafter, or in the event your employment shall be terminated by the Company\nor by you for Retirement or by reason of your death, your benefits shall be\ndetermined under the Company's retirement, insurance and other compensation\nprograms then in effect in accordance with the terms of such programs.\n\n                  (ii) If your employment shall be terminated by the Company for\nCause or by you other than for Good Reason, Disability, death or Retirement, the\nCompany shall pay you your full base salary through the 30th day immediately\nfollowing the time Notice of Termination is given at the rate in effect at the\ntime Notice of Termination is given, plus all other amounts to which you are\nentitled under any compensation plan of the Company at the time such payments\nare due (including vacation at the rate of at least 4 weeks per year), and the\nCompany shall have no further obligations to you under this Agreement.\n\n                  (iii) If your employment by the Company shall be terminated\n(a) by the Company other than for Cause, Retirement or Disability or (b) by you\nfor Good Reason, then you shall be entitled to the benefits provided below:\n\n                           (A) The Company shall pay you your full base salary\n         through the 30th day immediately following the time Notice of\n         Termination is given at the rate in effect at the time Notice of\n         Termination is given, plus all other amounts to which you are entitled\n         under any compensation plan of the Company, at the time such payments\n         are due, except as otherwise provided below.\n\n                           (B) In lieu of any further salary payments to you for\n         periods subsequent to the Date of Termination, the Company shall pay as\n         severance pay to you a lump sum severance payment (together with the\n         payments provided in paragraphs (C) and (D), below, the \"Severance\n         Payments\") equal to 2.99 times the sum of (x) your annual base salary\n         in effect immediately prior to the occurrence of the circumstance\n         giving rise to the Notice of Termination given in respect thereof and\n         (y) the average annual amount paid to you pursuant to the Benefit Plans\n         in the three years preceding that in which the Date of Termination\n         occurs; provided, however, that in the event the Date of Termination\n         occurs within 3 years from the date of your employment by the Company,\n         such average annual amount shall equal the sum of (i) the annualized\n         value of grants to you under the current Stock Option Plan, the\n         Discretionary Employer Contribution portion of the SARP, and the SERP,\n         plus (ii) an amount representing the annual EIP to which you would have\n         been entitled under the Company's EIP (\"Annual EIP\"). For purposes of\n         this Agreement, your Annual EIP shall be (i) if you have been employed\n         by the Company as of Date of Termination for less than one year, your\n         target annual incentive under the EIP for the calendar year in which\n         such Date of Termination occurs multiplied by a fraction the numerator\n         of which shall be actual year-to-date after tax earnings of the\n         Company, and the denominator of which shall be budgeted year-to-date\n         after tax earnings of the Company (provided, that in no event shall\n         such EIP amount exceed the target amount), or (ii) if you have been\n         employed by the Company as of the Date of Termination for more than one\n         year, the average of any annual EIP payments actually made to you\n         during such 3 year period.\n\n                           (C) Notwithstanding any provision of the Executive\n         Incentive Plan the Company shall pay to you a lump sum amount equal to\n         the sum of (x) any incentive compensation which has been allocated or\n         awarded to you for a fiscal year or other measuring period preceding\n         the Date of Termination but has not yet been paid, and (y) a pro rata\n         portion to the Date of Termination of the aggregate value of all\n         contingent incentive compensation awards to you for all uncompleted\n         periods under such plans.\n\n                           (D) In lieu of shares of common stock of the Company\n         (\"Company Shares\") issuable upon exercise of outstanding options,\n         (\"Options\"), if any, granted to you under the Company's Stock Option\n         Plans (which Options shall be canceled upon the making of the payment\n         referred to below), you shall receive an amount in cash equal to the\n         excess of the fair market value of the shares covered by such options,\n         over the exercise price for such shares, such \"fair market value\" to\n         equal the most recent transaction or \"minority\" value determined by the\n         SARP financial advisor, or, if such shares are traded on a national\n         stock exchange, the closing price as of the trade date immediately\n         preceding the Date of Termination.\n\n                           (E) In the event that any payment or benefit received\n         or to be received by you in connection with a Change in Control of the\n         Company or the termination of your employment (whether pursuant to the\n         terms of this Agreement or any other plan, arrangement or agreement\n         with the Company, any person whose actions result in a Change in\n         Control or any person affiliated with the Company or such person)\n         (collectively with the Severance Payments, \"Total Payments\") would not\n         be deductible (in whole or part) as a result of Section 280G of the\n         Code by the Company, an affiliate or other person making such payment\n         or providing such benefit, the Severance Payments shall be reduced\n         until no portion of the Total Payments is not deductible, or the\n         Severance Payments are reduced to zero. For purposes of this limitation\n         (i) no portion of the Total Payments the receipt or enjoyment of which\n         you shall have effectively waived in writing prior to the date of\n         payment of the Severance Payments shall be taken into account, (ii) no\n         portion of the Total Payments shall be taken into account which in the\n         opinion of tax counsel selected by the Company's independent auditors\n         and acceptable to you does not constitute a of \"parachute payment\"\n         within the meaning of Section 280G(b)(2) of the Code, (iii) the\n         Severance Payments shall be reduced only to the extent necessary so\n         that the Total Payments (other than those referred to in clauses (i) or\n         (ii)) in their entirety constitute reasonable compensation for services\n         actually rendered within the meaning of Section 280G(b)(4) of the Code\n         or are otherwise not subject to disallowance as deductions, in the\n         opinion of the tax counsel referred to in clause (ii); and (iv) the\n         value of any non-cash benefit or any deferred payment or benefit\n         included in the Total Payments shall be determined by the Company's\n         independent auditors in accordance with the principles of Sections\n         280G(d)(3) and (4) of the Code.\n\n                           (F) The payments provided for in paragraphs (B) (C)\n         and (D), above, shall be made not later than the tenth business day\n         following the Date of Termination, provided, however, that if the\n         amounts of such payments, and the limitation on such payments set forth\n         in paragraph (E), above, cannot be finally determined on or before such\n         day, the Company shall pay to you on such day an estimate, as\n         determined in good faith by the Company, of the minimum amount of such\n         payments and shall pay the remainder of such payments (together with\n         interest at the rate provided in Section 1274(b)(2)(B) of the Code) as\n         soon as the amount thereof can be determined but in no event later than\n         the thirtieth day after the Date of Termination. In the event that the\n         amount of the estimated payments exceeds the amount subsequently\n         determined to have been due, such excess shall constitute a loan by the\n         Company to you, payable on the fifth day after demand by the Company\n         (together with interest at the rate provided in Section 1274(b)(2)(B)\n         of the Code).\n\n                           (G) The Company also shall pay to you all reasonable\n         legal fees and expenses incurred by you in good faith as a result of\n         such termination (including all such fees and expenses, if any,\n         incurred in contesting or disputing any such termination or in seeking\n         to obtain or enforce any right or benefit provided by this Agreement or\n         in connection with any tax audit or proceeding to the extent\n         attributable to the application of Section 4999 of the Code to any\n         payment or benefit provided hereunder) except to the extent that the\n         payment of such fees and expenses would not be, or would cause any\n         other portion of the Total Payments not to be, deductible by reason of\n         Section 280G of the Code. Such payments shall be made at the later of\n         the times specified in paragraph (E) above, or within five (5) days\n         after your request for payment accompanied with such evidence of fees\n         and expenses incurred as the Company reasonably may require.\n\n                  (iv) If your employment shall be terminated (A) by the Company\nother than for Cause, Retirement or Disability or (B) by you for Good Reason,\nthen for a thirty-six (36) month period after such termination, the Company\nshall arrange to provide you with life, disability, accident and health\ninsurance benefits substantially similar to those which you are receiving\nimmediately prior to the Notice of Termination; provided, however that you shall\nnot be entitled to any benefits under this Section 4(iv) while you are a\nfull-time employee of any other company.\n\n                  (v) If your employment shall be terminated (A) by the Company\nother than for Cause, Retirement or Disability or (B) by you for Good Reason,\nthen in addition to the retirement benefits to which you are entitled under the\nSARP and SERP or any successor plans thereto, the Company shall pay you in cash\nat the time and in the manner provided in paragraph (F) of Subsection 4(iii), a\nlump sum equal to the present value discounted at 5% of the excess of (x) the\npayments which you would have received under the terms of the Discretionary\nEmployer contribution portion of the SARP, SERP or any successor plan, but\nwithout regard to any amendment to the aforementioned Plans made subsequent to a\nChange in Control of the Company and on or prior to the Date of Termination,\nwhich amendment adversely affects in any manner the computation of retirement\nbenefits thereunder), determined as if you were fully vested thereunder and had\naccumulated (after the Date of Termination) thirty-six (36) additional months of\nservice thereunder at your highest annual rate of compensation during the twelve\n(12) months immediately preceding the Date of Termination (but in no event shall\nyou be deemed to have accumulated additional months of service after your\nsixty-fifth (65th) birthday), over (y) the payments you are entitled to under\nthe aforementioned Plans as of the Date of Termination.\n\n                  (vi) Except as expressly provided in Section 4(iv), you shall\nnot be required to mitigate the amount of any payment provided for in this\nSection 4 by seeking other employment or otherwise, nor shall the amount of any\npayment or benefit provided for in this Section 4 be reduced by any compensation\nearned by you as the result of employment by another employer, by retirement\nbenefits, by offset against any amount claimed to be owed by you to the Company,\nor otherwise.\n\n                  (vii) In addition to all other amounts payable to you under\nthis Section 4, you shall be entitled to receive all benefits payable to you\nunder the SARP and any other plan or agreement relating to retirement benefits.\n\n         5. Successors; Binding Agreement. (i) The Company will require any\nsuccessor (whether direct or indirect, by purchase, merger, consolidation or\notherwise) to all or substantially all of the business and\/or assets of the\nCompany to expressly assume and agree to perform this Agreement in the same\nmanner and to the same extent that the Company would be required to perform it\nif no such succession had taken place. Failure of the Company to obtain such\nassumption and agreement prior to the effectiveness of any such succession shall\nbe a breach of this Agreement and shall entitle you to compensation from the\nCompany in the same amount and on the same terms as you would be entitled to\nhereunder if you terminate your employment for Good Reason following a Change in\nControl of the Company, except that for purposes of implementing the foregoing,\nthe date on which any such succession becomes effective shall be deemed the Date\nof Termination. As used in this Agreement, \"Company\" shall mean the Company as\nherein before defined and any successor to its business and\/or assets as\naforesaid which assumes and agrees to perform this Agreement by operation of\nlaw, or otherwise.\n\n                  (ii) This Agreement shall insure to the benefit of and be\nenforceable by your personal or legal representatives, executors,\nadministrators, successors, heirs, distributees, devisees and legatees. Unless\notherwise provided herein, if you should die while any amount would still be\npayable to you hereunder, all such amounts shall be paid in accordance with the\nterms of this Agreement to your devisee, legatee or other designee or, if there\nis no such designee, to your estate.\n\n         6. Notice. For the purpose of this Agreement, notices and all other\ncommunications provided for in the Agreement shall be in writing and shall be\ndeemed to have been duly given when delivered or mailed by United States\nregistered mail, return receipt requested, postage prepaid, addressed to the\nrespective addresses set forth on the first page of this Agreement, provided\nthat all notice to the Company shall be directed to the attention of the\nPresident with a copy to the Secretary of the Company, or to such other address\nas either party may have furnished to the other in writing in accordance\nherewith, except that notice of change of address shall be effective only upon\nreceipt.\n\n         7. Miscellaneous. No provision of this Agreement may be modified,\nwaived or discharged unless such waiver, modification or discharge is agreed to\nin writing and signed by you and the President of the Company No waiver by\neither party hereto at any time of any breach by the other party hereto of, or\ncompliance with, any condition or provision of this Agreement to be performed by\nsuch other party shall be deemed a waiver of similar or dissimilar provisions or\nconditions at the same or at any prior or subsequent time. No agreements or\nrepresentations, oral or otherwise, express or implied, with respect to the\nsubject matter hereof have been made by either party which are not expressly set\nforth in this Agreement. The validity, interpretation, construction and\nperformance of this Agreement shall be governed by the laws of the State of\nDelaware without regard to conflict of law provisions. All references to\nsections of the Exchange Act or the Code shall be deemed also to refer to any\nsuccessor provisions to such sections. Any payments provided for hereunder shall\nbe paid net of any applicable withholding required under federal, state or local\nlaw. The obligations of the Company under Section 4 shall survive the expiration\nof the term of this Agreement.\n\n     8. Validity.  The invalidity or  unenforceability  of any provision of this\nAgreement shall not affect the validity or enforceability of any other\nprovision of this Agreement, which shall remain in full force and effect.\n\n     9.  Counterparts.  This Agreement may be executed in several  counterparts,\neach of which shall be deemed to be an original  but all of which together will\nconstitute one and the same instrument.\n\n         10. Arbitration. Any dispute or controversy arising under or in\nconnection with this Agreement shall be settled exclusively by arbitration in\nWashington, DC in accordance with the rules of the American Arbitration\nAssociation then in effect. Judgment may be entered on the arbitrator's award in\nany court having jurisdiction; provided, however, that you shall be entitled to\nseek specific performance of your right to be paid until the Date of Termination\nduring the pendency of any dispute or controversy arising under or in connection\nwith this Agreement.\n\n         If this letter sets forth our agreement on the subject matter hereof,\nkindly sign and return to the Company the enclosed copy of this letter which\nwill then constitute our agreement on this subject.\n\nSincerely,\nDynCorp\n\n\/s\/ Paul V. Lombardi\n\nPaul V. Lombardi\nPresident and Chief Executive Officer\n\n\nAgreed to this 18th day of December, 2000.\n\n\nBy:   \/s\/ W. Ben Medley\n                                   \n        W. 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