{"id":40276,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/professional-services-agreement-united-defense-industries-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"professional-services-agreement-united-defense-industries-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/professional-services-agreement-united-defense-industries-inc.html","title":{"rendered":"Professional Services Agreement &#8211; United Defense Industries Inc. and Robert M. Kimmitt"},"content":{"rendered":"<pre>----------------\n United Defense\n----------------\n\n                         Professional Services Agreement\n\nThis Professional Services Agreement ('Agreement') dated as of the 15th day of\nMarch 1998, is entered into by and between United Defense Industries, Inc., a\nDelaware corporation having a place of business at 1525 Wilson Boulevard, Suite\n700, Arlington, VA 22209 (hereinafter referred to as the 'Company') and Robert\nM. Kimmitt, having his principal office at 2445 M Street, NW, Washington, DC\n20037-1420 (hereinafter referred to as 'Director'). United Defense desires the\nservices of Director and Director desires to perform such services. In\nconsideration of the mutual covenants contained herein, the parties agree as\nfollows:\n\n1. Statement of Work\n\nCommencing on the date first herein written, Director shall perform the services\nfor United Defense as specifically directed by the authorized representative(s)\nof United Defense as are described below:\n\n      (a)   Serve as member of the Board of Directors of the Company, and if\n            requested by the Company, one or more of its affiliates.\n\n      (b)   Provide additional services as requested by the Company.\n\n2. Payment\n\n(a) In consideration of such services, subject to the terms and conditions of\nthis Agreement, and as Director's sole and entire compensation under or in\nrelation to this Agreement. United Defense shall pay Director compensation as\nfollows:\n\n      (i) At the outset of the first year only of service as a Director\n      hereunder, the grant of a non-qualified option to purchase one thousand\n      (1,000) shares of the Company's common stock ('UDII Stock') at ten dollars\n      ($10.00) per share, vesting immediately, and subject to further terms as\n      more fully set forth in a Stock Option Agreement (the 'Option Agreement')\n      to be provided to Director by the Company, and (ii) for each year of\n      service as a Director hereunder, at Director's election, either\n      twenty-five thousand dollars ($25,000) in cash or a further non-qualified\n      option to purchase additional shares of (UDII Stock (the 'Additional\n      Option') in the amount and at the price specified in the remainder of this\n      paragraph. For each year of service hereunder in which Director elects in\n      favor of the Additional Option, (i) the number of shares available under\n      the option shall consist of four (4) times the figure produced by dividing\n      $25,000 by the per-share value of UDII Stock (the 'Share Value'), and (ii)\n      the exercise price shall be the Share Value. The Share Value applicable to\n      an Additional Option shall be the most recent figure established by the\n      Company as of the commencement of the year for which Director elects such\n      option, and the Additional Option shall be subject to further terms as\n      more fully set forth in the Option Agreement. For 1998, the Share Value is\n      ten dollars ($10.00), and thus the Additional Option, if elected by\n      Director, shall be for ten thousand (10,000) shares of UDII Stock at an\n      exercise price often dollars ($10.00) per share. For each year of service\n      hereunder in which Director elects in favor of the Additional Option,\n      Director's entitlement to exercise the same shall vest in four equal\n      quarterly installments.\n\n(b) Payment of fees under this Agreement shall be made within thirty (30) days\nof receipt by United Defense of invoices submitted by Director from time to time\nas appropriate, but not more frequently than monthly, which invoices are to be\nsupported by a written summary of the work actually performed and the time\nexpended thereon by the Director during such billing period. United Defense\nshall also reimburse Director for its reasonable out-of-pocket expenses\nincurred, requested or authorized by United Defense. Reimbursements of expenses\nhereunder will\n\n \nbe made on the basis of itemized statements submitted by Director, which\nstatements are to include actual bills, receipts, invoices or other evidence of\nexpenditures.\n\n(c) Time spent in travel shall not be deemed to be time spent in connection with\nthis Agreement except to the extent that work is actually performed during\ntravel periods. Director shall comply with United Defense's travel policies,\nexcept as otherwise agreed by United Defense in writing. Director shall not\nincur any expense on behalf of United Defense except as contemplated by\nparagraph 2 above or upon the prior written approval of United Defense.\n\nFrom time to time upon request by United Defense, Director shall permit audit of\nDirector's compliance with the terms of this Agreement by United Defense\nemployees and\/or representatives of any Governmental agencies to which United\nDefense is or may be accountable. Any consulting work and related expenses which\ndo not accord with applicable laws, regulations, United Defense standards of\nconduct or the terms of this Agreement, shall not be reimbursed.\n\n3. Inventions and Data\n\n(a) The term 'subject invention' as used in this Agreement means any invention,\ndiscovery, improvement, design, idea or suggestion, whether or not patentable,\nconceived and\/or first actually reduced to practice by Director, whether acting\nalone or jointly with others, in the course of or as a result of any work for\nUnited Defense. The term 'subject data' as used in this Agreement means any\nwritings, sound recordings, pictorial reproductions, drawings or other graphic\nrepresentation and works of any similar nature, whether or not copyrightable,\nwhich are prepared by Director, whether acting alone or jointly with others, in\nthe course of or as a result of any work for United Defense.\n\n(b) All subject inventions and subject data are and shall remain the property of\nUnited Defense, its successors or assigns, or its nominees, whether or not\nUnited Defense obtains patent or copyright protection thereon. Director shall\n(i) promptly disclose all subject inventions and subject data to United Defense;\n(ii) assist United Defense upon request to procure and\/or maintain patents,\ncopyrights and trade secrets throughout the world on said inventions and data;\nand (iii) assist United Defense to record the existence of the right, title and\ninterest to said inventions and data in United Defense, at United Defense's\nexpense, including the execution of documents sought or required by United\nDefense or any Governmental agency.\n\n4. Confidential Treatment of Information\n\n(a) Director shall not, either during or after the term of this Agreement,\ndirectly or indirectly publish or disclose to any third party any information\n(including but not limited to subject inventions or subject data) pertaining in\nany way to the business of United Defense, its customers or suppliers, which is\ndeveloped, acquired or derived from association with United Defense, unless\nUnited Defense gives written authorization to do so. Such information shall not\nbe used apart from United Defense business without written approval of United\nDefense. Such prohibition against disclosure to others shall not apply to\ninformation after it is clearly disclosed to the public by United Defense in\nwriting.\n\n(b) Drawings, sketches and any other tangible material made or obtained by\nDirector from or for United Defense shall be turned over to United Defense in a\ntimely manner and shall not be removed from United Defense's premises without\nthe written permission of United Defense. If written permission is given to\nremove any such material, the material shall be promptly returned to United\nDefense upon completion of the work for United Defense or at any earlier time\nrequested by United Defense.\n\n5. Work for Others\n\nWhile engaged by the Company hereunder, Director shall not act as a consultant\nfor others regarding any matter in which any such other's interest is legally or\nfinancially adverse to that of United Defense. Director represents and warrants\nthat Director has disclosed in writing to United Defense all other clients and\nany work which may represent a conflict of interest with respect to the work to\nbe performed for United Defense under this Agreement.\n\n\n                                                                               2\n\n \nDirector shall, during the term hereof, advise United Defense prior to entering\ninto any agreement with any other entity or performing any other work which may\nresult in such a conflict of interest, and further shall, during the term\nhereof, not enter into any such agreement or perform any other such work without\nthe prior written approval of United Defense. \n\n6. Term and Termination\n\nUnless earlier terminated in accordance with this Section 6, this Agreement\nshall expire in 52 weeks following the date first above written. Additionally,\nthe term of this Agreement may be extended for one or more successive one-year\nperiods by written agreement of the parties. Whether during the original term or\nany extension thereof, this Agreement may be terminated by either party at any\ntime (i) without cause, by giving not less than one (1) week's prior written\nnotice to the other, or (ii) upon breach by the other party, by the aggrieved\nparty's giving not less than ten (10) days' prior written notice, stating the\nnature of such breach.\n\n7. Information Provided\n\nDirector represents and warrants as to any information in any form which\nDirector may provide to United Defense that (i) Director has the lawful right to\nprovide such information to United Defense without breach of any law,\nregulation, contract obligation or duty of employment and that United Defense\nmay receive and use such information without incurring any liability or\nobligation to any other person or entity, and (ii) that any information provided\nto United Defense which may have been obtained directly by Director or from any\nother person or entity was obtained without violation of any law, regulation,\ncontract obligation, proprietary right or duty of employment. Director shall\nindemnify, defend and hold harmless United Defense (including its employees,\nofficers and directors) from any damages and claims arising out of or related to\nany breach by Director of such representations and warrants.\n\n8. Compliance with Laws\n\n(a) Director represents and warrants that (i) Director is and shall remain\nfamiliar with all applicable laws and regulations relating to gratuities,\nbribery, kickbacks, conflicts of interest, classified information and political\nactivity, (ii) no principal or relative of any principal of Director is a U.S.\nGovernment official other than as expressly disclosed in writing by Director\nprior to the date of this Agreement as first set forth above; and (iii) no U.S.\nGovernment official has any beneficial interest in Director nor in any\ncompensation payable to Director by United Defense. Director shall report to\nUnited Defense all contacts with U.S. Government employees and officials during\nwhich United Defense matters are discussed. Director shall strictly comply with\nall applicable statutes and regulations in the conduct of Director's work for\nUnited Defense (including the law described in subparagraph (b) below) and shall\nindemnify, defend and hold United Defense (including its employees, officers and\ndirectors) harmless from any failure of the Director to do so.\n\n(b) Director represents and warrants that, throughout the term of this\nAgreement, Director (i) shall remain familiar with federal law regarding\nprocurement integrity (41 U.S.C. Paragraph 423) and regulations issued\nthereunder, hereafter collectively referred to as the 'Law'), (ii) will comply\nwith the Law in all respects, and (iii) shall not be a 'procurement official' on\nany procurement for which United Defense as a 'competing contractor' (as such\nterms are defined in the Law). Director shall promptly execute the procurement\nintegrity certification attached hereto, shall re-execute such certification\nannually or as otherwise requested by United Defense, and shall provide to\nUnited Defense such other cooperation as United Defense may require to comply\nwith the Law, insofar as United Defense's compliance is affected by Director's\nperformance under or acts in relation to this Agreement.\n\n9 Standards of Conduct\n\nDirector acknowledges receipt of a copy of the Business Conduct Guidelines and\nCode of Ethics and shall comply with the standards of conduct set forth for\nUnited Defense employees therein, and shall promptly complete and return to\nUnited Defense the Letter of Certification appended to the Business Conduct\nGuidelines.\n\n\n                                                                               3\n\n \n10. Report of Violations\n\nDirector shall report to the appropriate United Defense manager or to United\nDefense's Ethics Hot Line number at (888) 912-2112, any request by any United\nDefense employee to obtain any information or perform any other act under this\nAgreement in a manner which would violate any applicable law, regulation,\ncontract obligation, duty of employment or United Defense standard of conduct.\nDirector is requested similarly to report any observed violation of law or\nregulation by any United Defense personnel. All such reports will be handled on\na confidential basis and may be made anonymously, if appropriate.\n\n11. Miscellaneous\n\n(a) This Agreement contains the entire agreement of the parties with respect to\nthe subject matter hereof and supersedes any prior or contemporaneous\nrepresentation, warrants, understanding or agreement, written or oral, regarding\nsuch subject matter. This Agreement shall not be deemed to create any\npartnership, joint venture or enterprise or employment relationship between the\nparties and Director shall have no authority to act in the name of or to\nobligate United Defense in any way to third parties. Director shall diligently\nmake and perform all appropriate tax reports and filings as an independent\ncontractor and shall make all payments in such capacity required to federal,\nstate and local tax authorities, including but not limited to, income and social\nsecurity taxes; and Director shall indemnify and hold United Defense harmless\nfrom and against any claim for taxes, interest and\/or penalties, however\ndenominated, made by taxing authorities in respect to Director's activities\nunder or related to this Agreement.\n\n(b) This Agreement shall be construed in accordance with and governed by the\nlaws of the State of Virginia and the United States of America.\n\n(c) In the event any term or provision hereof is held to be invalid or\nunenforceable by final judgment of any court of competent jurisdiction, such\nterm or provision shall thereupon be severed from this Agreement and the\nremainder of the terms and provisions hereof shall remain in full force and\neffect.\n\n       In Witness Whereof, the parties hereto have executed this Agreement.\n\n       Director:\n\n             Robert M. Kimmitt\n             ---------------------------------------------------\n             (Typed or printed name and title of signer)\n\n\n             \/s\/ Robert M. Kimmitt\n             ---------------------------------------------------\n             (Signature)\n\n            Tax Identification No. (SSN or EIN): 226-68-0719\n\n\n       United Defense, L.P.:\n\n\n             \/s\/ Thomas W. Rabaut\n             ---------------------------------------------------\n             (Signature)\n\n             Thomas W. Rabaut, President &amp; CEO\n             ---------------------------------------------------\n             (Typed or printed name and title of signer)\n\n\n                                                                               4\n\n \n                             Resolution Authorizing\n                             Stock Option Grants to\n                             Independent Directors\n\nWHEREAS, on March 26, 1998 the Board of Directors adopted a resolution reserving\nshares of the Corporation's $.001 per value common stock ('Stock') for use under\na stock option plan for the Corporation's Directors, officers, and other key\nemployees;\n\nWHEREAS, on June 26, 1998 the Board of Directors adopted a resolution creating a\nCompensation Committee from among its members and authorizing such Committee to\nadopt a stock option plan;\n\nWHEREAS, on July 25, 1998 the Compensation Committee adopted a resolution\napproving and adopting the United Defense Stock Option Plan (the 'Plan') in the\nform attached to such resolution;\n\nWHEREAS, the Plan permits the grant of stock options to employees and directors\nof the Corporation, but reserves to the Board of Directors the power to grant\noptions to the Corporation's independent Directors and the power to specify the\nterms and conditions upon which any such options may be granted; and\n\nWHEREAS, the Board of Directors has determined that the business interest of the\nCorporation would be furthered by granting stock options to its independent\nDirectors, thereby further aligning the interests of such personnel with the\nCorporation and its stockholders;\n\nNOW THEREFORE BE IT RESOLVED, that options shall be granted under the Plan to\neach of the Corporation's independent Directors, presently consisting of Robert\nM. Kimmitt, Gen. J.H. Binford Peay, III (USA Ret.), and Gen. John M.\nShalikashvili (USA Ret.), in the following amounts and pricing: (i) upon an\nindependent Director's having been initially engaged as such, the grant of a\nnonqualified option to purchase one thousand (1,000) shares of Stock under the\nPlan at an exercise price of ten dollars ($10.00) per share, such option to vest\nand become exercisable immediately upon grant; and (ii) for each year of service\nas a Director of this Corporation, such Director may elect to receive as\ncompensation, in lieu of the $25,000 cash compensation, the grant of an\nequivalent value in nonqualified options, to he computed as four times the\nfigure produced by dividing $25,000 by the per-share exercise price as most\nrecently specified by the Corporation, which price for any year of directorial\nservice commencing prior to the date of this resolution shall be ten dollars\n($10.00) per share, and which options shall vest and become exercisable in equal\nquarterly installments during the pertinent year of such Director's service;\n\nRESOLVED FURTHER, that any and all letters of engagement to such independent\nDirectors heretofore signed by any officer of this Corporation be and the same\nhereby are approved and ratified;\n\n \n                                       2\n\n\nRESOLVED FURTHER, that the terms and conditions upon which options are granted\nto the Corporation's independent Directors shall be as set forth in the form of\nStock Option Agreement attached to these minutes as Exhibit E;\n\nRESOLVED FURTHER, that the officers of the Corporation be, and each of them\nhereby is, authorized and empowered (acting in the name and on behalf of the\nCorporation) to execute, deliver, and perform all such documents, instruments,\nand certificates and take such further actions as may be necessary, appropriate,\nadvisable, or desirable to effectuate any or all of the foregoing resolutions,\nand any and all actions heretofore or hereafter taken by such authorized officer\n(and any person acting on behalf of or under the direction of such authorized\nofficer) in furtherance of the objectives set forth in this resolution and all\ntransactions related thereto, are hereby authorized, approved, ratified, and\nconfirmed in all respects.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9167],"corporate_contracts_industries":[9477],"corporate_contracts_types":[9539,9541],"class_list":["post-40276","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-united-defense-industries-inc","corporate_contracts_industries-aerospace__vehicles","corporate_contracts_types-compensation","corporate_contracts_types-compensation__consulting"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40276","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=40276"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40276"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40276"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40276"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}