{"id":39180,"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-d4.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-general-dynamics-corp-and-nicholas-d4","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-general-dynamics-corp-and-nicholas-d4.html","title":{"rendered":"Employment Agreement – General Dynamics Corp. and Nicholas D. Chabraja"},"content":{"rendered":"
EMPLOYMENT AGREEMENT<\/b>\n\n\n<\/p>
This Employment Agreement (including Attachments A & B) is dated as of this 7th\nday of August 2002, by and between General Dynamics Corporation (the\n\u0093Corporation\u0094) and Nicholas D. Chabraja, (collectively the \u0093Parties\u0094) but\neffective January 1, 2003.\n\n<\/p>
Recitals<\/b>\n\n\n<\/p>
WHEREAS, Mr. Chabraja has been the Corporation\u0092s Chief Executive Officer and\nthe Chairman of its Board of Directors (the \u0093Board\u0094) since June 1, 1997,\npursuant to an Employment Agreement dated as of November 12, 1996 which will\nexpire on December 31, 2002; and\n\n<\/p>
WHEREAS, during the five years in which Mr. Chabraja has held the office of\nChairman and Chief Executive Officer shareholder value has increased\nsignificantly; the Company\u0092s market capitalization has increased from $4.7\nbillion to approximately $16 billion; the Company\u0092s annual revenues have grown\nfrom $4 billion to approximiately $14 billion; earnings per share have grown at\nan annual compounded rate of 17%; and the Company\u0092s total return to investors\nhas grown at an annual average rate of 18%; and\n\n<\/p>
WHEREAS, the Board of Directors, on behalf of the Corporation\u0092s shareholders,\nin recognition of Mr. Chabraja\u0092s exceptional performance and superb leadership,\nstrongly desires to see him continue as Chairman and Chief Executive Officer;\nand\n\n<\/p>
WHEREAS, Mr. Chabraja agrees to continue his employment in this capacity;\n\n<\/p>
NOW THEREFORE, the Parties agree as follows:\n\n<\/p>
\n<\/p><\/pre>\n\n\n\n\n\n\n
1.<\/td>\n <\/td>\nPosition and Term. The Corporation desires that Mr. Chabraja continue
\nhis employment as Chairman and Chief Executive Officer, and Mr. Chabraja
\nagrees to continue his employment, for the period January 1, 2003 through
\nDecember 31, 2005. Either party may terminate this Agreement, subject to
\nthe terms and conditions set forth herein, upon thirty (30) days written
\nnotice to the other.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
2.<\/td>\n <\/td>\nBase Compensation. Mr. Chabraja will receive base compensation of not
\nless than $1,050,000. During this Agreement, the Compensation Committee
\nof the Board may from time to time increase Mr. Chabraja\u0092s base
\ncompensation as it, in its sole discretion, deems appropriate.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
3.<\/td>\n <\/td>\nIncentive Compensation. Mr. Chabraja will continue to be eligible for
\nannual bonuses and incentive compensation awards. In making this
\ndetermination, the Compensation Committee of the Board will annually
\nreview the Corporation\u0092s actual performance as compared to its strategic
\nand operational plans. The Compensation Committee of the Board will also
\nconsider Mr. Chabraja\u0092s total compensation in relationship to the
\nperformance pay levels of other chief executive officers of industrial
\nconcerns and in the aerospace and defense industry.<\/td>\n<\/tr>\n<\/table>\n
\n<\/p>\n
\n
 <\/h5>\n<\/p>\n\n\n\n\n
4.<\/td>\n <\/td>\nOther Benefits and Perquisites. Mr. Chabraja will be eligible for all
\nother benefits and perquisites the Corporation provides to its senior
\nexecutive officers. These benefits include participation in the
\nCorporation\u0092s qualified and non-qualified retirement plans, the
\nCorporation\u0092s qualified and non-qualified 401(k) Savings and Stock
\nIncentive plans, and group health, life and disability coverage.
\nAdditionally, Mr. Chabraja will continue to have use of the Corporation\u0092s
\naircraft, consistent in all cases with the Corporation\u0092s Board resolutions
\nand the Corporation\u0092s policies regarding the use of aircraft.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
5.<\/td>\n <\/td>\nTermination of Employment between January 1, 2003 and December 31, 2005.<\/td>\n<\/tr>\n<\/table>\n
\n\n\n
 <\/td>\na.<\/td>\n <\/td>\nIf Mr. Chabraja\u0092s employment ends prior to December 31, 2005,
\nby reason of his Voluntary Resignation or death, the Corporation
\nagrees to provide him the following amounts and benefits:<\/td>\n<\/tr>\n<\/table>\n
\n\n\n\n\n\n\n
 <\/td>\ni.<\/td>\n <\/td>\nThe Corporation will pay Mr. Chabraja or his
\ndesignated beneficiary, as the case may be, his base
\ncompensation earned through his last day of Active Employment
\n(including unused vacation and personal days); and<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\nii.<\/td>\n <\/td>\nThe Corporation will pay Mr. Chabraja or his
\ndesignated beneficiary, as the case may be, a pro rated
\npayment equal to his immediately prior year\u0092s annual bonus or
\n100% of the current year\u0092s target bonus, whichever is greater.
\nThe pro-ration of such amount shall be from the first day of
\nthe year in which he voluntarily resigned or died through his
\nlast day of Active Employment (i.e., not including any period
\nattributable to the payment of unused vacation). Such
\npayments to Mr. Chabraja, or his designated beneficiary, as
\nthe case may be, will be made at the same time and manner as
\nthe Corporation makes similar payments to its other senior
\nexecutive officers.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\niii.<\/td>\n <\/td>\nThe Corporation will provide Mr. Chabraja with
\nthe benefits enumerated in Section 6 (c) through (i) listed
\nbelow.<\/td>\n<\/tr>\n<\/table>\n
\n\n\n
 <\/td>\nb.<\/td>\n <\/td>\nTermination due to Disability, by the Corporation Without
\nCause or as a Result of or Breach by the Corporation of Its
\nObligations. In the event Mr. Chabraja\u0092s employment terminates: (i)
\ndue to his Disability; (ii) by the Corporation, without cause, or
\n(iii) by Mr. Chabraja as a result of a breach by the Corporation of
\nits obligations hereunder and its failure to cure such breach within
\nthirty (30) days of written notice thereof, the Corporation agrees
\nto provide Mr. Chabraja the following:<\/td>\n<\/tr>\n<\/table>\n
\n\n\n\n\n
 <\/td>\ni.<\/td>\n <\/td>\nThe Corporation will continue to pay Mr. Chabraja
\nan amount equal to the base compensation he is earning at the
\ntime of his termination for the remaining term of this
\nAgreement; and<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\nii.<\/td>\n <\/td>\nThe Corporation will continue to pay Mr. Chabraja
\nan amount equal to the annual bonus and incentive compensation
\nhe would have earned had he<\/td>\n<\/tr>\n<\/table>\n
Page 2 of 11<\/p>\n<\/p>\n
\n
 <\/h5>\n<\/p>\n
\n\n\n\n\n
 <\/td>\n <\/td>\n <\/td>\ncontinued his employment for the remaining term of this
\nAgreement. Such amounts must be the greater of his prior
\nyear\u0092s annual bonus or 100% of the current year\u0092s target
\nbonus. Payments to Mr. Chabraja will be made at the same
\ntime and manner as the Corporation makes similar payments to
\nits other senior executive officers; and<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\niii.<\/td>\n <\/td>\nThe Corporation will provide Mr. Chabraja with
\nthe benefits enumerated in Section 6 (c) through (i) listed
\nbelow.<\/td>\n<\/tr>\n<\/table>\n
\n\n\n\n\n
 <\/td>\nc.<\/td>\n <\/td>\nTermination due to a Change in Control. In the event that
\nMr. Chabraja\u0092s employment is terminated (either in fact or
\nconstructively) as a result of a \u0093Change in Control\u0094, the
\nCorporation agrees that Mr. Chabraja will be treated for purposes of
\nthis Agreement as having terminated employment \u0093Without Cause\u0094 under
\nSection 5 (b) above. Where the Severance Protection Agreement
\nbetween the Corporation and Mr. Chabraja dated April 12, 1999, as
\nmay be hereafter amended from time to time, and this Agreement
\nprovide for payment covering the same benefit, the Corporation will
\nprovide Mr. Chabraja with the benefit most favorable to him,
\notherwise, Mr. Chabraja is entitled to retain the benefits under
\nboth agreements.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\nd.<\/td>\n <\/td>\nTermination For Cause. In the event Mr. Chabraja\u0092s
\nemployment by the Corporation is terminated For Cause, in full
\nsatisfaction of its obligations hereunder, the Corporation will<\/td>\n<\/tr>\n<\/table>\n
\n\n\n\n\n\n\n
 <\/td>\ni.<\/td>\n <\/td>\npay Mr. Chabraja his base compensation earned
\nthrough his last day of Active Employment (including unused
\nvacation and personal days);<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\nii.<\/td>\n <\/td>\nprovide to Mr. Chabraja the retirement benefits
\nenumerated in Attachment A, the 2002 Retirement Benefits
\nAgreement; and<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\niii.<\/td>\n <\/td>\nprovide to Mr. Chabraja such other benefits as
\nare required by law.<\/td>\n<\/tr>\n<\/table>\n\n\n
6.<\/td>\n <\/td>\nExpiration on or after December 31, 2005. If Mr. Chabraja maintains his
\nActive Employment through December 31, 2005, the Corporation, at its sole
\nexpense, will:<\/td>\n<\/tr>\n<\/table>\n
\n\n\n\n\n\n\n
 <\/td>\na.<\/td>\n <\/td>\npay Mr. Chabraja any remaining earned but unpaid base
\ncompensation (including unused vacation and personal days); and<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\nb.<\/td>\n <\/td>\npay Mr. Chabraja\u0092s bonus for the 2005 calendar year, if the
\nCompensation Committee determines, in its sole discretion, that the
\nperformance of the Corporation warrants such a payment. Any such
\npayment will be made at the same time and manner as the Corporation
\nmakes similar payments to its other senior executive officers; and<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\nc.<\/td>\n <\/td>\ndirect a buy-out of Mr. Chabraja\u0092s residence located in
\nMcLean, Virginia, in an amount which is equal to the greater of:<\/td>\n<\/tr>\n<\/table>\n
Page 3 of 11<\/p>\n<\/p>\n
\n
 <\/h5>\n<\/p>\n
\n\n\n\n\n
 <\/td>\ni.<\/td>\n <\/td>\nthe residence\u0092s appraised value on or about
\nJanuary 1, 2006, or<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\nii.<\/td>\n <\/td>\nthe residence\u0092s original cost, plus all
\nsubsequent improvements Mr. Chabraja made, as defined in the
\nCorporation\u0092s Relocation Policy; and<\/td>\n<\/tr>\n<\/table>\n
\n\n\n\n\n\n\n\n\n\n\n\n\n
 <\/td>\nd.<\/td>\n <\/td>\nreimburse Mr. Chabraja for the cost of transporting and
\nstoring (up to six (6) months) his household furnishings and
\npersonal effects from McLean, Virginia to anywhere in the 48
\ncontiguous United States of America; and<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\ne.<\/td>\n <\/td>\nsecure at its sole expense executive office space in the
\nChicago, Illinois area with administrative support for a period of
\nnot less than two (2) years; and<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\nf.<\/td>\n <\/td>\nprovide Mr. Chabraja and his then eligible dependents with
\ncontinued participation in the Corporation\u0092s medical plans at then
\nactive employee cost for up to six (6) months, following which, Mr.
\nChabraja will be eligible to elect continued coverage under the
\nConsolidated Omnibus Budget Reconciliation Act of 1985 (\u0093COBRA\u0094), as
\namended, by paying the full cost; and<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\ng.<\/td>\n <\/td>\nprovide to Mr. Chabraja the retirement benefits enumerated in
\nAttachment A, the 2002 Retirement Benefits Agreement; and<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\nh.<\/td>\n <\/td>\nprovide Mr. Chabraja with usage of a corporate provided
\naircraft as stated in Attachment B; and<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\ni.<\/td>\n <\/td>\nin exchange for Mr. Chabraja\u0092s active involvement in the
\nCorporation\u0092s executive compensation determination in the year
\nfollowing his termination of employment with the Corporation, add
\ntwelve (12) full calendar months to Mr. Chabraja\u0092s last day of
\nActive Employment for purpose of prorating any of Mr. Chabraja\u0092s
\nunvested stock options and restricted stock. Notwithstanding the
\nprior sentence, if Mr. Chabraja\u0092s termination of employment is due
\nto his Death or Disability, he will be vested in accordance with the
\nterms and conditions of the 1997 Incentive Compensation Plan, as
\namended.<\/td>\n<\/tr>\n<\/table>\n\n\n
7.<\/td>\n <\/td>\nDefinitions. For purposes of this Agreement, the terms below will have
\nthe following definitions:<\/td>\n<\/tr>\n<\/table>\n
\n\n\n\n\n
 <\/td>\na.<\/td>\n <\/td>\n\u0093Active Employment\u0094 means a period of employment during which
\nservices are required to be performed. The continued payment of
\namounts in lieu of base compensation, annual bonuses, unused
\nvacation, unused personal days will not be considered a period of
\nActive Employment.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\nb.<\/td>\n <\/td>\n\u0093Change in Control\u0094 means a change in control as defined in
\nSection 1 of the Severance Protection Agreement, as amended, dated
\nApril 12, 1999, between the Corporation and Mr. Chabraja as such
\nagreement may be amended from time to time.<\/td>\n<\/tr>\n<\/table>\n
Page 4 of 11<\/p>\n<\/p>\n
\n
 <\/h5>\n<\/p>\n
\n\n\n\n\n\n\n
 <\/td>\nc.<\/td>\n <\/td>\n\u0093For Cause\u0094 means the termination of Mr. Chabraja\u0092s
\nemployment as a direct result of any of the following acts: (i) the
\ncommission of a felony or a crime involving dishonesty or fraud
\nwhich materially and adversely affects the Corporation or any of its
\naffiliates, (ii) a material violation of the Corporation\u0092s standards
\nof business ethics and conduct, or (iii) individually filing or
\nparticipating in a lawsuit against the Corporation during Active
\nEmployment with the Corporation.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\nd.<\/td>\n <\/td>\n\u0093Disability\u0094 shall mean if, as a direct result of an illness
\nor injury, Mr. Chabraja is unable, in the sole opinion of the
\nCompensation Committee of the Corporation\u0092s Board of Directors, to
\nadequately perform the tasks of his position for the entire balance
\nof his Employment Agreement.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\ne.<\/td>\n <\/td>\n\u0093Voluntary Resignation\u0094 or \u0093Voluntarily Resigns\u0094 shall mean a
\ntermination of Mr. Chabraja\u0092s employment resulting from his decision
\nto cease performing services for the Corporation.<\/td>\n<\/tr>\n<\/table>\n\n\n\n\n\n\n\n\n
8.<\/td>\n <\/td>\nTax Liability. Following Mr. Chabraja\u0092s termination of employment (for
\nany reason other than a termination of employment \u0093For Cause\u0094), the
\nCorporation will provide Mr. Chabraja with one (1) round of federal and
\nstate tax gross ups (determined using the top marginal rate and tax rates
\nfor federal and applicable state taxes) for amounts imputed to Mr.
\nChabraja pursuant to this Agreement (but specifically excluding base
\ncompensation, bonuses, equity awards and amounts paid pursuant to
\nAttachment A). Any tax gross up will be included in Mr. Chabraja\u0092s
\ntaxable income and included in the Corporation\u0092s tax reporting consistent
\nwith its policies and procedures for other executives.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
9.<\/td>\n <\/td>\nMiscellaneous. This Agreement shall be construed and enforced in
\naccordance with the laws of the State of Delaware.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
10.<\/td>\n <\/td>\nNotice. Any notice required under this Agreement (or an Attachment
\nhereto) shall be made in writing addressed to the Corporation in care of
\nthe Senior Vice President, Human Resources (with a copy to the Senior Vice
\nPresident and General Counsel) at the Corporation\u0092s headquarters and to
\nMr. Chabraja at his home address as noted in the Corporation\u0092s employee
\nrecords.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
11.<\/td>\n <\/td>\nEffect of Prior Agreements. This Agreement (and its Attachments) will
\nnot become effective unless Mr. Chabraja continues his Active Employment
\nbeyond December 31, 2002. Therefore, all prior agreements between the
\nCorporation and Mr. Chabraja remain in effect. With Mr. Chabraja\u0092s Active
\nEmployment on and after January 1, 2003, this Agreement (including its
\nAttachments) shall become effective and his prior employment agreement
\n(including all attachments thereto) will at that time be superseded. This
\nAgreement does not supersede the Severance Protection Agreement between
\nMr. Chabraja and the Corporation.<\/td>\n<\/tr>\n<\/table>\n
Page 5 of 11<\/p>\n<\/p>\n
\n
 <\/h5>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n
12.<\/td>\n <\/td>\nSeverability. Whenever possible, each provision of this Agreement shall
\nbe interpreted in such manner as to be effective and valid under
\napplicable law, but if any provision of this Agreement is held to be
\ninvalid, illegal or unenforceable in any respect under applicable law or
\nrule in any jurisdiction, such invalidity, illegality or unenforceability
\nshall not affect the validity, legality or enforceability of any other
\nprovision of this Agreement or the validity, legality or enforceability of
\nsuch provision in any other jurisdiction, but this Agreement shall be
\nreformed, construed and enforced in such jurisdiction as if such invalid,
\nillegal or unenforceable provision had never been contained herein.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
13.<\/td>\n <\/td>\nAmendment and Waiver. The provisions of this Agreement may be amended or
\nwaived only by the written agreement of the Corporation and Mr. Chabraja,
\nand no course of conduct or failure or delay in enforcing the provisions
\nof this Agreement shall affect the validity, binding effect or
\nenforceability of this Agreement.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
14.<\/td>\n <\/td>\nCounterparts. This Agreement may be executed in counterparts; each of
\nwhich shall be deemed to be an original and both of which together shall
\nconstitute one and the same instrument.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
15.<\/td>\n <\/td>\nAssignability. This Agreement may not be assigned without the written
\nconsent of each Party.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
16.<\/td>\n <\/td>\nSuccessorship. This Agreement shall inure to the benefit of Mr.
\nChabraja\u0092s estate.<\/td>\n<\/tr>\n<\/table>\n
IN WITNESS WHEREOF, pursuant to the authority granted by the Corporation\u0092s
\nBoard of Directors to the Corporation\u0092s Senior Vice President \u0097 Human Resources
\n& Administration, the Corporation has caused this Employment Agreement to be
\nexecuted on behalf of itself and caused the Corporation\u0092s seal to be hereunto
\naffixed and attested to by the Secretary of the Corporation. In like manner,
\nthe Executive has executed this Agreement on his behalf. This Agreement is
\neffective as of the first date stated above.<\/p>\n
<\/p>\n\n\n\n\n\n\n\n\n\n\n
 <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n
ATTEST:<\/td>\n <\/td>\n <\/td>\n <\/td>\nGENERAL DYNAMICS CORPORATION<\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n
\n
<\/td>\n		 <\/td>\n\nBy:\n<\/td>\n <\/td>\n\n
\nSenior Vice President \u0096 Human Resources &
\nAdministration<\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n
ATTEST:<\/td>\n <\/td>\n <\/td>\n <\/td>\nNICHOLAS D. CHABRAJA<\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n
\n
<\/td>\n		 <\/td>\n <\/td>\n <\/td>\n\n
<\/td>\n<\/tr>\n<\/table>\n
<\/center><\/p>\n
Page 6 of 11<\/p>\n<\/p>\n
\n
 <\/h5>\n<\/p>\n
Attachment A \u0097 Retirement Agreement<\/b><\/p>\n
WHEREAS, on this 7th day of August, 2002, General Dynamics Corporation, a
\nDelaware corporation (the \u0093Corporation\u0094), and Nicholas D. Chabraja (the
\n\u0093Executive\u0094) (collectively the \u0093Parties\u0094) entered into an extension of Mr.
\nChabraja\u0092s Employment Agreement (the \u00932002 Employment Agreement\u0094); and<\/p>\n
WHEREAS, on November 12, 1996, the Corporation and Mr. Chabraja entered into an
\nEmployment Agreement with an Addendum Retirement Benefit Agreement (the \u00931996
\nRetirement Agreement\u0094); and<\/p>\n
WHEREAS, the Corporation agreed to pay certain supplemental retirement benefits
\nin accordance with the terms of the 1996 Retirement Agreement; and<\/p>\n
WHEREAS, absent an extension of Mr. Chabraja\u0092s employment, Mr. Chabraja would
\nbe entitled to begin receiving his retirement benefit under the 1996 Retirement
\nAgreement starting January 1, 2003; and<\/p>\n
WHEREAS, Mr. Chabraja has earned retirement benefits under the Retirement Plan
\nfor Salaried Executives, which is part of the General Dynamics Retirement Plan
\n(Government) (the \u0093Retirement Plan\u0094). And, to the extent that Section 415,
\n401(a)(4) or 401(a)(17) of the Internal Revenue Code of 1986, as amended, may
\nhave limited Mr. Chabraja\u0092s retirement benefits, Mr. Chabraja has earned
\nadditional benefits under the General Dynamics Corporation Supplemental
\nRetirement Plan (the \u0093Supplemental Retirement Plan\u0094) (collectively the
\n\u0093Retirement Program\u0094).<\/p>\n
NOW, THEREFORE, in consideration for Mr. Chabraja\u0092s entering into the 2002
\nEmployment Agreement, the Parties agree to the following terms and conditions
\n(hereinafter the \u00932002 Retirement Agreement\u0094) which is incorporated by reference
\ninto Mr. Chabraja\u0092s Employment Agreement as follows:<\/p>\n<\/p>\n\n\n\n\n
1.<\/td>\n <\/td>\nAgreement Benefit. The Corporation agrees to pay Mr. Chabraja a monthly
\nsingle-life benefit at retirement equal to a percentage of his Final
\nAverage Monthly Salary, as defined within the Corporation\u0092s Retirement
\nProgram. This percentage will be twenty-two percent (22.0%) plus one-half
\npercentage point (0.50%) for each completed calendar month of employment
\non and after January 1, 2003 (such that by December 31, 2005, the
\npercentage will be forty percent (40.0%)). The single-life benefit if Mr.
\nChabraja remains Actively Employed and retires on December 31, 2005, will
\nnot be less than $1,200,000 per annum.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
2.<\/td>\n <\/td>\nPayment of Benefits.<\/td>\n<\/tr>\n<\/table>\n
\n\n\n
 <\/td>\na.<\/td>\n <\/td>\nIf prior to December 31, 2005, Mr. Chabraja (a) Voluntarily
\nResigns, (b) retires, or (c) is terminated \u0093For Cause,\u0094 he will be
\nentitled to receive the benefit he earned under Section 1 through
\nthe end of the month in which such separation or retirement occurs.
\nMr. Chabraja will begin receiving his benefit under this
\nsubparagraph as of the first day of the month following his
\nseparation or retirement.<\/td>\n<\/tr>\n<\/table>\n
Page 7 of 11<\/p>\n<\/p>\n
\n
 <\/h5>\n<\/p>\n
\n\n\n
 <\/td>\nb.<\/td>\n <\/td>\nIf Mr. Chabraja\u0092s employment with the Corporation terminates
\nat any time prior to December 31, 2005, due to (a) his \u0093Disability,\u0094
\n(b) termination \u0093Without Cause,\u0094 or (c) a \u0093Change in Control\u0094, Mr.
\nChabraja will be entitled to receive the benefit under Section 1
\nabove as if Mr. Chabraja had maintained his Active Employment and
\npensionable earnings through December 31, 2005. Mr. Chabraja will
\nbegin receiving his benefit under this subparagraph as of January 1,
\n2006.<\/td>\n<\/tr>\n<\/table>\n\n\n\n\n\n\n\n\n
3.<\/td>\n <\/td>\nSurvivor Benefit in the Case of Death Prior to Benefit Commencement. If
\nMr. Chabraja dies during the term of this 2002 Retirement Agreement, but
\nprior to separating from employment and does not leaving a surviving
\nspouse, no benefit shall be paid under this Agreement. If Mr. Chabraja
\ndies during the term of this 2002 Retirement Agreement, but prior to
\nseparating from employment and leaves a surviving spouse, his surviving
\nspouse shall receive a 50% Contingent Annuitant benefit with a 10-Year
\nCertain feature. In the event that Mrs. Chabraja dies prior to the 10th
\nanniversary of Mr. Chabraja\u0092s death, payments shall continue to Mrs.
\nChabraja\u0092s designated beneficiary or estate. Payment will commence on the
\nfirst day of the month following Mr. Chabraja\u0092s death.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
4.<\/td>\n <\/td>\nForm of Payment. All retirement benefits payable pursuant to this 2002
\nRetirement Agreement will be paid in such form and at such time as Mr.
\nChabraja\u0092s elects under the Retirement Program. The Corporation may, in
\nits sole discretion, accelerate the payment of some or all of the benefits
\nunder this 2002 Retirement Agreement in a form of actuarial equivalent
\nvalue. In addition to all of forms of payment under the Retirement
\nProgram, Mr. Chabraja may elect a 100% Contingent Annuitant option with a
\n10-Year Certain feature.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
5.<\/td>\n <\/td>\nNo Assignment. No benefit under this 2002 Retirement Agreement will be
\nsubjected in any manner to anticipation, alienation, sale, transfer,
\nassignment, pledge, encumbrance or charge, and any attempt so to
\nanticipate, alienate, sell, transfer, assign, pledge, encumber or charge
\nthe same will be void, and no such benefit will in any manner be liable
\nfor or subject to the debts, liabilities, engagements or torts of the
\nperson entitled to such benefit, except as specifically provided in the
\nRetirement Program or pursuant to a Qualified Domestic Relations Order as
\ndescribed in Code Section 414(p).<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
6.<\/td>\n <\/td>\nPayment from General Assets.<\/td>\n<\/tr>\n<\/table>\n
\n\n\n\n\n
 <\/td>\na.<\/td>\n <\/td>\nTo the extent a benefit under this 2002 Retirement Agreement
\nis not otherwise payable from a Retirement Program (or unless
\notherwise determined by the Corporation), all benefits payable to
\nMr. Chabraja hereunder will be paid by the Corporation from its
\ngeneral assets. The Corporation will not be obliged to acquire,
\ndesignate or set aside any specific assets for payment of the
\nSupplement. Further, Mr. Chabraja will have no claim whatsoever to
\nany specific assets or group assets of the Corporation.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\nb.<\/td>\n <\/td>\nThe Corporation may, in its discretion, designate that the
\nsome or all the benefits payable hereunder will be satisfied from
\nthe assets of a trust, fund, or other<\/td>\n<\/tr>\n<\/table>\n
Page 8 of 11<\/p>\n<\/p>\n
\n
 <\/h5>\n<\/p>\n
\n\n\n
 <\/td>\n <\/td>\n <\/td>\nsegregated group of assets. But, should these assets prove to be
\ninsufficient to satisfy payment of such benefits or other
\npost-retirement benefits, the Corporation will remain liable for
\npayment thereof.<\/td>\n<\/tr>\n<\/table>\n\n\n\n\n\n\n\n\n
7.<\/td>\n <\/td>\nPrior Agreement. The 1996 Retirement Agreement will become null and void
\nas of January 1, 2003. Notwithstanding anything in this 2002 Retirement
\nAgreement to the contrary, if Mr. Chabraja\u0092 employment with the
\nCorporation terminates on or after the date first written above but before
\nJanuary 1, 2003, Mr. Chabraja will be entitled to only those benefits
\npayable under the terms and conditions of the 1996 Retirement Agreement.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
8.<\/td>\n <\/td>\nPlan Administration. The Board of Directors hereby delegates to the
\nSenior Vice President, Human Resources and Administration (or his
\nauthorized designee) the power to interpret this Agreement in his sole
\ndiscretion and such interpretations will be binding on the Corporation and
\nMr. Chabraja. The Retirement Programs actuary shall determine all values
\nand payments required under this 2002 Retirement Agreement based on the
\nactuarial assumptions used under the Corporation\u0092s Retirement Program.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
9.<\/td>\n <\/td>\nIncome Taxes. Mr. Chabraja and the Corporation agree that all payments
\nmade pursuant to this 2002 Retirement Agreement will be treated as \u0093wages\u0094
\nfor federal and state income tax and employment tax purposes (including
\nFICA) at such time and in such manner as prescribed by law. Each Party to
\nthis 2002 Retirement Agreement is responsible for the payment of its own
\ntaxes.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
10.<\/td>\n <\/td>\nIncorporation by Reference. This 2002 Retirement Agreement is be
\nincorporated by reference into Mr. Chabraja\u0092s Employment Agreement with
\nthe Corporation. The defined terms in this 2002 Retirement Agreement will
\nhave the same meaning provided in Mr. Chabraja\u0092s 2002 Employment
\nAgreement.<\/td>\n<\/tr>\n<\/table>\n
Page 9 of 11<\/p>\n<\/p>\n
\n
 <\/h5>\n<\/p>\n
Attachment B \u0096 Aircraft Usage<\/b><\/p>\n<\/p>\n\n\n
1.<\/td>\n <\/td>\nFlight Hours Earned. Mr. Chabraja shall earn fourteen (14.0) Flight
\nHours for each full month of service under his Active Employment with the
\nCorporation between January 1, 2003, and December 31, 2005 to a maximum of
\nFive Hundred (500) Flight Hours.<\/td>\n<\/tr>\n<\/table>\n
\n\n\n\n\n
 <\/td>\na.<\/td>\n <\/td>\nTermination \u0093For Cause\u0094. Notwithstanding anything in this
\nAttachment B or Mr. Chabraja\u0092s Employment Agreement to the contrary,
\nif Mr. Chabraja\u0092s employment with the Corporation is terminated \u0093For
\nCause\u0094 (as defined in his Employment Agreement) all Flight Hours
\nwill be forfeited.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\nb.<\/td>\n <\/td>\nTermination \u0093Without Cause\u0094, Change in Control or
\n\u0093Disability\u0094. Notwithstanding anything in this Attachment B or Mr.
\nChabraja\u0092s Employment Agreement to the contrary, if Mr. Chabraja\u0092s
\nemployment with the Corporation is terminated \u0093Without Cause\u0094, due
\nto a \u0093Change in Control\u0094, or as a result of a \u0093Disability\u0094, Mr.
\nChabraja shall be entitled to Five Hundred (500) Flight Hours
\nregardless of his length of employment.<\/td>\n<\/tr>\n<\/table>\n\n\n\n\n
2.<\/td>\n <\/td>\nAcceptable Aircraft. The Corporation will make available to Mr. Chabraja
\na Super Midsize aircraft or larger (e.g., Gulfstream 200) along with fuel,
\ntrained personnel and basic snack and beverage service. Mr. Chabraja will
\nbe responsible for all food and beverage costs in excess of basic snack
\nand beverage service.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
3.<\/td>\n <\/td>\nRight to Use Aircraft. Mr. Chabraja\u0092s right to use the Corporation\u0092s
\naircraft is personal in nature and will not inure to the benefit of his
\nsurviving spouse or estate. All of Mr. Chabraja\u0092s rights under this
\nAttachment B expire upon the earlier to occur of:<\/td>\n<\/tr>\n<\/table>\n
\n\n\n\n\n\n\n
 <\/td>\na.<\/td>\n <\/td>\nhis death;<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\nb.<\/td>\n <\/td>\none hundred and twenty (120) months after his last day of
\nActive Employment; or<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\nc.<\/td>\n <\/td>\nthe exhaustion of all his Flight Hours, including any
\ncarryover.<\/td>\n<\/tr>\n<\/table>\n\n\n
4.<\/td>\n <\/td>\nUsage of Flight Hours.<\/td>\n<\/tr>\n<\/table>\n
\n\n\n\n\n
 <\/td>\na.<\/td>\n <\/td>\nAnnual Limit. Following Mr. Chabraja\u0092s termination of
\nemployment entitled to any amount of Flight Hours, Mr. Chabraja may
\nuse up to one hundred (100) Flight Hours in any calendar year. If
\nMr. Chabraja separates employment in the middle of a calendar year,
\nthe one hundred (100) Credited Flight Hour maximum will be prorated
\nby the number of completed calendar months remaining in that year.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\nb.<\/td>\n <\/td>\nCarryover of Unused Flight Hours. If, for any reason Mr.
\nChabraja does not use his entire allotment of Flight Hours within
\nany calendar year, the unused number of Flight Hours will be carried
\nover to the subsequent calendar year (subject to an overall maximum
\nusage of one hundred (100) Flight Hours in any calendar year).<\/td>\n<\/tr>\n<\/table>\n
Page 10 of 11<\/p>\n<\/p>\n
\n
 <\/h5>\n<\/p>\n
\n\n\n
 <\/td>\nc.<\/td>\n <\/td>\nTen (10) Year Maximum Carryover. Mr. Chabraja may carryover
\nany unused Flight Hours for a maximum of one hundred and twenty
\n(120) complete calendar months following his last day of Active
\nEmployment.<\/td>\n<\/tr>\n<\/table>\n\n\n
5.<\/td>\n <\/td>\nProtocol for Aircraft Usage.<\/td>\n<\/tr>\n<\/table>\n
\n\n\n
 <\/td>\na.<\/td>\n <\/td>\nIn order to obtain the use of a Corporation aircraft, Mr.
\nChabraja must request the use of such aircraft at least 24 hours
\nprior to the requested flight departure for flights that will depart
\nand arrive within the 48 contiguous United States of America and at
\nleast 48 hours prior to the requested flight departure for all other
\nflights. Such request must be made to an agreed upon contact at the
\nCorporation and must specify the requested departure and arrival
\nlocations and the amount of people in the flight party.<\/td>\n<\/tr>\n<\/table>\n
\n\n\n\n\n
 <\/td>\ni.<\/td>\n <\/td>\nThe Corporation will supply Mr. Chabraja with an
\naircraft based upon Corporation aircraft availability. The
\nsize of Mr. Chabraja\u0092s flight party shall be limited by
\naircraft size and availability.<\/td>\n<\/tr>\n
 <\/td>\n<\/tr>\n
 <\/td>\nii.<\/td>\n <\/td>\nIf a corporate aircraft is available, it will
\npick up Mr. Chabraja and his flight party at the nearest
\nsuitable location for that aircraft. The flights shall
\ninclude the particular aircraft\u0092s basic flight service.<\/td>\n<\/tr>\n<\/table>\n\n\n
6.<\/td>\n <\/td>\nUsage of Flight Hours.<\/td>\n<\/tr>\n<\/table>\n
\n\n\n
 <\/td>\na.<\/td>\n <\/td>\nMr. Chabraja shall be charged against his bank of Flight
\nHours for each hour or fraction of an hour Mr. Chabraja\u0092s requested
\naircraft is airborne.<\/td>\n<\/tr>\n<\/table>\n
\n\n\n
 <\/td>\ni.<\/td>\n <\/td>\nAircraft flight time to arrive at a requested
\npick-up location within the 48 contiguous United States of
\nAmerica will not count against Mr. Chabraja\u0092s Flight Hours.
\nAircraft flight time to all other pick up locations shall
\ncount towards Mr. Chabraja\u0092s 500-hour aircraft time limit.<\/td>\n<\/tr>\n<\/table>\n
Page 11 of 11<\/p>\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-39180","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\/39180","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=39180"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39180"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39180"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39180"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}