{"id":39179,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-general-dynamics-corp-and-nicholas-d3.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-general-dynamics-corp-and-nicholas-d3","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-general-dynamics-corp-and-nicholas-d3.html","title":{"rendered":"Employment Agreement &#8211; General Dynamics Corp. and Nicholas D. Chabraja"},"content":{"rendered":"<pre>\nEMPLOYMENT AGREEMENT FOR NICHOLAS D. CHABRAJA\n\n         This Employment Agreement dated as of November 12, 1996, by and between\nGeneral Dynamics Corporation, a Delaware Corporation (the 'Corporation') and Mr.\nNicholas D. Chabraja;\n\n         WHEREAS, since January 1, 1993, Mr. Chabraja has served as Senior Vice\nPresident and General Counsel of the Corporation, and since March 4, 1994, has\nserved as Executive Vice President and a member of the Board of Directors of the\nCorporation;\n\n         WHEREAS, the Corporation desires to employ Mr. Chabraja, effective\nJanuary 1, 1997, as its Vice Chairman, and effective June 1, 1997, as its\nChairman and Chief Executive Officer; and\n\n         WHEREAS, Mr. Chabraja is willing to serve in such capacity with the\nCorporation and to devote his full business time and attention to the business\nand affairs of the Corporation and, in connection therewith, to withdraw as a\npartner of the law firm of Jenner &amp; Block, Chicago, Illinois, effective January\n1, 1997;\n\n         NOW THEREFORE, it is hereby agreed by and between the Corporation and\nMr. Chabraja as follows:\n\n1.   Effective January 1, 1997, the Corporation hereby agrees to employ Mr.\n     Chabraja, and Mr. Chabraja hereby agrees to accept such employment, as the\n     Vice Chairman of the Corporation and to discharge such duties and\n     responsibilities as are provided for in the Bylaws of the Corporation and\n     as may from time to time be assigned to him by the Chairman and Chief\n     Executive Officer of the Corporation. Furthermore, the Corporation hereby\n     agrees to employ Mr. Chabraja effective June 1, 1997, and Mr. Chabraja\n     hereby agrees to accept such employment, as the Chairman and Chief\n     Executive Officer of the Corporation with such duties and responsibilities\n     as are provided for in the Bylaws of the Corporation and as may be assigned\n     to him from time to time by the Board of Directors of the Corporation.\n\n2.   Effective January 1, 1997, Mr. Chabraja shall be paid base compensation at\n     the rate of $600,000 per year and effective June 1, 1997, Mr. Chabraja\n     shall be paid base compensation at the rate of $700,000 per year.\n     Thereafter, Mr. Chabraja shall receive increases in his base compensation\n     as may from time to time be determined by the Compensation Committee of the\n     Board of Directors of the Corporation provided that in no event during the\n     term of this Employment Agreement shall Mr. Chabraja be paid base\n     compensation at a rate of less than $700,000 per year.\n\n\nIn addition to base compensation, Mr. Chabraja shall be granted compensation\nincentives and annual incentive compensation awards commensurate with the\nCorporation's performance in comparison to strategic and operational plans and\nthe performance pay levels of other chief executive officers both on a national \nbasis and in the defense industry. In addition, Mr. Chabraja shall be eligible\nfor all other benefits and perquisites offered to other salaried officers of\nthe Corporation who are employed at the Corporate Headquarters, including\nretirement plan benefits, SSIP benefits, group insurance coverage and other\nbenefits provided to such senior executive officers. In addition, Mr. Chabraja\nshall be entitled to the use of corporate aircraft, consistent in all cases\nwith Board resolutions and the Corporation's policies regarding the use of such\naircraft.\n\n3.   Effective January 1, 1997, Mr. Chabraja will withdraw as a partner of the\n     law firm of Jenner &amp; Block, but shall remain 'of counsel' to such firm for\n     the period from January 1, 1997, to May 31, 1997, in order to enable him to\n     effectively transition his client practice to other individuals in the\n     firm. On June 1, 1997, Mr. Chabraja shall terminate the 'of counsel'\n     relationship to such firm and after said date and during his employment by\n     the Corporation shall have no employment relationship with Jenner &amp; Block.\n\n4.   Effective January 1, 1997, Mr. Chabraja will move his residence to the\n     Washington, D. C., metropolitan area. In that regard, the Corporation\n     hereby agrees to pay to Mr. Chabraja a one-time housing allowance of up to\n     $250,000, 'grossed-up' for all federal, state and local taxes payable in\n     connection with that payment, in order to defray the cost and expenses of\n     such move, provided Mr. Chabraja shall provide to the Corporation written\n     evidence or other satisfactory substantiation of the expenditure of such\n     amounts.\n\n5.   In recognition of Mr. Chabraja's separation from Jenner &amp; Block and\n     employment as Vice Chairman and thereafter Chairman and Chief Executive\n     Officer of the Corporation, the Corporation hereby agrees to provide to Mr.\n     Chabraja with the Supplemental Retirement Benefit Agreement of even date\n     herewith, attached as an Addendum to this Employment Agreement which will\n     provide to him an annual retirement benefit of $280,000, if Mr. Chabraja\n     voluntarily terminates his employment during the first three years of this\n     Agreement, increasing by $6,296 per full month of service with the\n     Corporation that Mr. Chabraja completes during the period from January 1,\n     2000, to December 31, 2002. In the event Mr. Chabraja's employment with the\n     Corporation is terminated prior to December 31, 2002, by the Corporation\n     other than 'for cause,' as defined in Paragraph 6 hereto, then for purposes\n     of the Supplemental Retirement Benefit Agreement, Mr. Chabraja will be\n     deemed to have completed his employment on December 31, 2002. Payment of\n     retirement benefits to Mr. Chabraja may not commence prior to January 1,\n     2003.\n\n6.   This Employment Agreement shall be effective on the date hereof and shall\n     terminate on December 31, 2002. In the event this Employment Agreement is\n     terminated by the Corporation prior to December 31, 2002, other than 'for\n     cause,' the Corporation shall pay to Mr. Chabraja at the time of such\n     termination the amounts Mr. Chabraja would have been entitled to for the\n     full term hereof, based on his base compensation on the date of such\n     termination. If this Employment Agreement is terminated prior to December\n     31, 2002, by Mr. Chabraja, or is terminated by the Corporation 'for cause,'\n     the Corporation shall pay Mr. Chabraja, at the time of such termination,\n     all amounts due hereunder through the date of such termination. Termination\n     of this Employment Agreement prior to December 31, 2002, shall in no event\n     affect Mr. Chabraja's rights under Section 5 hereof.\n\nFor purposes of this Section 6, termination 'for cause' shall mean action by Mr.\nChabraja: (i) an act or acts of personal dishonesty, (ii) conviction of a felony\n\n\n\n\n\n     related to the Corporation, (iii) material violation of General Dynamics'  \n     standards of business ethics and conduct, or (iv) individually filing or\n     participating in a lawsuit against the Corporation.\n\n     Upon any termination of Mr. Chabraja's employment by the Corporation, in\n     addition to any and all other sums Mr. Chabraja may then be entitled, the\n     Corporation hereby agrees that he shall also be entitled to a directed\n     buy-out of the residence being acquired by him contemporaneously with the  \n     execution of this Employment Agreement, which is located in McLean,\n     Virginia, in an amount which is equal to the greater of (a) the then\n     appraised value of said residence, (b) the original cost to Mr. Chabraja\n     of such property, plus all improvements made by him thereto, as defined in\n     the Corporation's Relocation Policy.\n\n7.   Mr. Chabraja is currently a party to a Severance Protection Agreement with\n     the Corporation dated January 18, 1996, which provides certain benefits to\n     Mr. Chabraja in the event of a termination of Mr. Chabraja's employment\n     with the Corporation. The parties agree that in the event of a termination\n     of Mr. Chabraja's employment with the Corporation, such that he has rights\n     under this Employment Agreement and the Severance Protection Agreement, or\n     any extension or modification thereof, Mr. Chabraja shall be entitled to\n     receive the benefits under the provisions of Sections 2.1(b)(i) and (ii) of\n     the Severance Protection Agreement or the First Paragraph of Section 6 of\n     his Employment Agreement, whichever is greater. In addition, as to those\n     benefits provided for in both the Severance Protection Agreement, or any\n     extension or modification thereof, and this Employment Agreement, Mr.\n     Chabraja will be entitled to those benefits which are the more favorable to\n     him. Except as provided for in this Section 7, the Severance Protection\n     Agreement shall remain in full force and effect.\n\n8.   This Employment Agreement shall ensure to the benefit of and be binding\n     upon the Corporation and successors and assigns and upon Mr. Chabraja and\n     his heirs, executors, and assigns and shall be construed and enforced in\n     accordance with the laws of the State of Delaware.\n\n\n\n\n\n\n\n\n         IN WITNESS WHEREOF, the Corporation and Mr. Chabraja have executed this\nEmployment Agreement as of the day and year first above written.\n\n                                                  General Dynamics Corporation\n\n\n\n                                                  By  \/s\/William P. Wylie\n                                                    ---------------------\n\n\nAttest:\n\n\n \/s\/Paul A. Hesse\n--------------------------\nSecretary\n   \n                                                      \/s\/ Nicholas D. Chabraja\n                                                    --------------------------\n                                                      Nicholas D. Chabraja\n\n\n\n\n\n\n\n\n\n\n\n                                   ADDENDUM\n                         RETIREMENT BENEFIT AGREEMENT\n\nADDENDUM TO AGREEMENT dated as of 12 November 1996 between General Dynamics\nCorporation, a Delaware corporation (the `'Corporation'), and Nicholas D.\nChabraja (the 'Employee').\n\nWHEREAS, the Employee has accrued retirement benefits which will be payable to\nhim from the General Dynamics Retirement Plan for Salaried Employees (the\n'Retirement Plan') and to the extent the accrued benefits under the Retirement\nPlan are limited by Section 415, 401 (a)(4) or 401 (a)(17) of the Internal\nRevenue Code (or similar provision), any benefit that would have been provided\nby the benefit formula of the Retirement Plan in excess of those limitations\nwill be provided under a nonqualified plan (Supplemental Retirement Plan). The\nRetirement Plan and the Supplemental Retirement Plan are hereinafter\ncollectively referred to as the Retirement Program.'\n\nWHEREAS, this Agreement provides for retirement benefits to be paid on the\nEmployee's retirement.\n\nNOW, THEREFORE, in consideration for the Employee's past employment by the\nCorporation and the Employee's future services, the Corporation and the Employee\nagree as follows:\n\n 1.      MEMBERSHIP IN GENERAL DYNAMICS RETIREMENT PLAN. The\n\nEmployee will continue to be a member of the General Dynamics Retirement\nProgram, a copy of which has been furnished to him.\n\n 2.      RETIREMENT BENEFIT. Upon the Employee's retirement from the\n\nCorporation, the Employee shall be entitled to such annual retirement benefits,\nif any, as of the date of the Employee's termination of employment with the\nCorporation, based upon the terms of the Retirement Program. Payment of these\nbenefits shall commence at such time and in the form the Employee elects\npursuant to the terms of the Retirement Plan.\n\n 3.      SUPPLEMENTAL RETIREMENT BENEFIT.\n\n(a)  Upon the termination of the Employee's employment with the Corporation,\n         but no earlier than 1 January 2003, the Employee shall also be paid by\n         the Corporation each year, as an additional annual retirement benefit\n         for his life, an amount (the 'Supplement'), if any, by which the\n         Estimated Retirement Plan Benefit for his life (as described in\n         Paragraph (c)) exceeds the annual retirement benefit for his life that\n         he is entitled to be paid pursuant to the Retirement Program.\n\n\n\n\n\n\n\n\n\n\n(b)  The benefit provided by Paragraph (a) of this section will not be provided \n         to the Employee if the Employee causes harm to the Corporation\n         (financial, reputation, or product), through: (i) an act or acts of\n         personal dishonesty, (ii) conviction of a felony related to the\n         Corporation, (iii) material violation of General Dynamics' standards of\n         business ethics and conduct, (iv) individually filing or participating\n         in a lawsuit against the Corporation, or (v) subsequent employment with\n         a competitor without Compensation Committee approval.\n\n(c)  The Estimated Retirement Benefit shall equal an annual retirement benefit \n         of $280,000 for the first three years of the Employment Agreement and \n         shall increase $6,296 per full month of service with the Corporation \n         that Mr. Chabraja completes during the period of 1 January 2000 to 31 \n         December 2002.\n\n 4.      ALTERNATE FORM OF BENEFIT. The Employee shall have the option,\n\non written notice transmitted to the Corporation at least 30 days prior to the\ndate on which payment of his benefit would otherwise commence hereunder, to\nelect to receive the retirement benefit described herein payable in an alternate\nform as provided by the Retirement Plan or, in the Corporation's discretion, in\nanother form of actuarial equivalent value. The applicable single-life annual\nbenefit shall then be converted to the alternate form elected by the application\nof the actuarial factors used for converting benefits under the Retirement Plan\nat the time the retirement benefit is to commence.\n\n 5.      SURVIVOR BENEFIT IN CASE OF DEATH PRIOR TO\n\nCOMMENCEMENT OF BENEFITS. If the Employee dies prior to commencement of\nbenefits, his spouse shall be entitled to receive payment of the Supplement (as\ncalculated in Paragraph 3(a)) as a pre-retirement surviving spouse annuity as\ndefined in the Retirement Plan (currently defined at a 50% Contingent Annuity)\nfor her life, commencing on the Employee's death. The amount of the benefit\nshall be calculated by the application of the actuarial factors used by the\nRetirement Plan for calculating the surviving spouse annuity as of the date of\nthe Employee's death. The Employee's Spouse shall also be entitled to payment of\nsuch retirement benefits (as defined in Paragraph 2), if any, as provided under\nthe terms of the Retirement Program.\n\n 6.      PAYMENT. All annual retirement benefits for the life of the Employee \n(or alternate form of benefit) or other amounts payable as provided in this\nAgreement shall be paid as provided in the Employee's benefit election under the\nRetirement Plan. Any retirement benefits to which the  Employee is entitled\nunder this Agreement shall be paid directly by the Corporation to the extent\nthey are not paid under the Retirement Plan. The Corporation may, in its        \nsole discretion, accelerate the payment of benefits under this Agreement in a\nform of actuarial equivalent value.\n\n\n.\n\n\n\n\n\n\n\n\n 7.      NO ASSIGNMENT. No benefit under this Agreement shall be subject in\n\nany manner to anticipation, alienation, sale, transfer, assignment, pledge,\nencumbrance or charge, and any attempt so to anticipate, alienate, sell,\ntransfer, assign, pledge, encumber or charge the same shall be void, and no such\nbenefit shall in any manner be liable for or subject to the debts, liabilities,\nengagements or torts of the person entitled to such benefit, except as\nspecifically provided in the Retirement Program or pursuant to a Qualified\nDomestic Relations Order as described in Code Section 414(p).\n\n 8.      PAYMENT FROM GENERAL ASSETS.\n\n(a)      Unless otherwise determined by the Corporation, the Supplement will be\n         payable by the Corporation from its general assets. The Corporation\n         shall not be obliged to acquire, designate or set aside any specific\n         assets for payment of the Supplement. Further, the Employee shall have\n         no claim whatsoever to any specific assets or group of assets of the\n         Corporation.\n\n(b)      The Corporation may, in its discretion, designate that the Supplement\n         shall be satisfied from the assets of a trust, fund, or other\n         segregated group of assets. But, should these assets prove to be\n         insufficient to satisfy payment of the Supplement or postretirement\n         benefits described above, the Corporation shall remain liable for their\n         payment unless otherwise agreed to by the parties of this Agreement.\n\n\n\n\n\n\n\n\n\n\n\n\nIN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed on\nbehalf of its Chairman and Chief Executive Officer by the Corporate Vice\nPresident -Human Resources and Administration and its corporate seal to be\nhereunto affixed and attested to by the Secretary of the Corporation, and the\nEmployee has executed this Agreement as of the date first above written.\n\n ATTEST:                                     GENERAL DYNAMICS CORPORATION\n\n \/s\/ Paul A. Hesse                        By  \/s\/ William P. Wylie\n------------------                          -------------------------------\n Secretary                                      William P. Wylie\n                                                Corporate Vice President - Human\n                                                Resources and Administration\n\n  \/s\/ Margaret N. House                 \/s\/ Nicholas D. Chabraja\n---------------------------         ----------------------------\nWitness                                      Employee\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7614],"corporate_contracts_industries":[9475],"corporate_contracts_types":[9539,9544],"class_list":["post-39179","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-general-dynamics-corp","corporate_contracts_industries-aerospace__ships","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39179","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39179"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39179"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39179"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39179"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}