\n| <\/td>\n | (a) An acquisition (other than directly from the Company) of any
\nvoting securities of the Company by any Person immediately after which
\nsuch Person is the Beneficial Owner of 40% or more of the combined voting
\npower of the Company\u0092s then outstanding voting securities; provided that
\nin determining whether a Change in Control has occurred, voting
\nsecurities which are acquired by (i) an employee benefit plan (or a trust
\nforming a part thereof) maintained by the Company or any Subsidiary of
\nthe Company, (ii) the Company or any Subsidiary of the Company or (iii)
\nany Person in connection with a Non-Control Transaction (as hereinafter
\ndefined), will not constitute an acquisition which results in a Change in
\nControl.<\/td>\n<\/tr>\n<\/table>\n-2-<\/p>\n<\/p>\n
\n <\/h5>\n<\/p>\n\n\n| <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | (b) Consummation by the Company of:<\/td>\n<\/tr>\n<\/table>\n\n\n| <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | (i) a merger, consolidation or reorganization involving the Company,
\nunless:<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| <\/td>\n | (A) the stockholders of the Company, immediately before such
\nmerger, consolidation or reorganization, will own, directly or
\nindirectly, immediately following such merger, consolidation or
\nreorganization, at least 50% of the combined voting power of the
\noutstanding voting securities of the corporation resulting from
\nsuch merger, consolidation or reorganization (the \u0093Surviving
\nCorporation\u0094) in substantially the same proportion as their
\nownership of the voting securities of the Company immediately
\nbefore such merger, consolidation or reorganization;<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| <\/td>\n | (B) the individuals who were members of the Incumbent Board
\nimmediately prior to the execution of the agreement providing for
\nsuch merger, consolidation or reorganization constitute at least
\n50% of the members of the board of directors of the Surviving
\nCorporation; and<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| <\/td>\n | (C) no Person (other than the Company, any Subsidiary of the
\nCompany, any employee benefit plan (or any trust forming a part
\nthereof) maintained by the Company, the Surviving Corporation, any
\nSubsidiary of the Surviving Corporation, or any Person who,
\nimmediately prior to such merger, consolidation or reorganization,
\nwas the Beneficial Owner of 20% or more of the then outstanding
\nvoting securities of the Company) is the Beneficial Owner of 20% or
\nmore of the combined voting power of the Surviving Corporation\u0092s
\nthen outstanding voting securities.<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| <\/td>\n | (D) a transaction described in clauses (A) through (C) above
\nis referred to herein as a ”Non-Control Transaction\u0094;<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| <\/td>\n | (ii) the complete liquidation or dissolution of the Company; or<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| <\/td>\n | (iii) an agreement for sale or other disposition of all or
\nsubstantially all of the assets of the Company to any Person (other
\nthan a transfer to a Subsidiary of the Company).<\/td>\n<\/tr>\n<\/table>\n\n\n| <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | (c) Notwithstanding the foregoing, a Change in Control will not be
\ndeemed to occur solely because any Person (a \u0093Subject Person\u0094) acquires
\nBeneficial Ownership of more than the permitted amount of the outstanding
\nvoting securities of the Company as a result of the acquisition of voting
\nsecurities by the Company which, by reducing the number of voting
\nsecurities outstanding, increases the proportional number of shares
\nBeneficially Owned by the Subject Person, provided that if a Change in
\nControl would occur (but for the operation of this sentence) as a result
\nof the acquisition of voting securities by the Company, and after such
\nshare acquisition by the Company, the Subject Person becomes the
\nBeneficial Owner of any additional voting securities which increases<\/td>\n<\/tr>\n<\/table>\n-3-<\/p>\n<\/p>\n
\n <\/h5>\n<\/p>\n\n\n| <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | the percentage of the then outstanding voting securities Beneficially
\nOwned by the Subject Person, then a Change in Control will be deemed to
\nhave occurred.<\/td>\n<\/tr>\n<\/table>\n\n\n| <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | (d) Notwithstanding anything contained in this Agreement to the
\ncontrary, if the Executive\u0092s employment with the Company is terminated
\nprior to a Change in Control and the Executive reasonably demonstrates
\nthat such termination (i) was at the request of a Person who has
\nindicated an intention or taken steps reasonably calculated to effect a
\nChange in Control and who subsequently effects a Change in Control or
\n(ii) otherwise occurred in connection with, or in anticipation of, a
\nChange in Control which subsequently occurs, then for all purposes of
\nthis Agreement, the date of such Change in Control with respect to the
\nExecutive will mean the date immediately prior to the date of such
\ntermination of the Executive\u0092s employment.<\/td>\n<\/tr>\n<\/table>\n \u0093Code\u0094 means the Internal Revenue Code of 1986, as amended.<\/p>\n \u0093Company\u0094 means General Dynamics Corporation, a Delaware corporation, and
\nincludes its Successors.<\/p>\n \u0093Continuation Period\u0094 has the meaning set forth in Section 3.1(b)(iii).<\/p>\n \u0093Determination\u0094 has the meaning set forth in Section 5.2.<\/p>\n \u0093Disability\u0094 means a physical or mental disability or illness which
\nsubstantially impairs the Executive\u0092s ability to perform the Executive\u0092s
\nregular duties with the Company for a period of 180 consecutive days or for a
\nperiod of 270 days in any 365-day period.<\/p>\n \u0093Dispute\u0094 has the meaning set forth in Section 5.2.<\/p>\n \u0093Excess Payment\u0094 has the meaning set forth in Section 5.3.<\/p>\n \u0093Excise Tax\u0094 has the meaning set forth in Section 5.1.<\/p>\n \u0093Final Determination\u0094 has the meaning set forth in Section 5.3.<\/p>\n \u0093Good Reason\u0094 means the occurrence after a Change in Control of any of the
\nevents or conditions described in clauses (a) through (h) hereof:<\/p>\n<\/p>\n \n\n| <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | (a) any (i) change in the Executive\u0092s status, title, position or
\nresponsibilities (including reporting responsibilities) which, in the
\nExecutive\u0092s reasonable judgment, represents an adverse change from the
\nExecutive\u0092s status, title, position or responsibilities as in effect at
\nany time within 180 days preceding the date of the Change in Control or
\nat any time thereafter, (ii) assignment to the Executive of duties or
\nresponsibilities which, in the Executive\u0092s reasonable judgment, are
\ninconsistent with the Executive\u0092s status, title, position or
\nresponsibilities as in effect at any time within 180 days preceding the
\ndate of the Change in Control or at any time thereafter, or (iii) removal
\nof the Executive from or failure to reappoint or reelect the Executive to
\nany of such offices or positions, in each<\/td>\n<\/tr>\n<\/table>\n-4-<\/p>\n<\/p>\n
\n <\/h5>\n<\/p>\n\n\n| <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | case except in connection with the termination of the Executive\u0092s
\nemployment for Disability, Cause, as a result of the Executive\u0092s death or
\nby the Executive other than for Good Reason;<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| <\/td>\n | (b) a reduction in the Executive\u0092s base salary or any failure to
\npay the Executive any compensation or benefits to which the Executive is
\nentitled within five days after the date when due;<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| <\/td>\n | (c) the imposition of a requirement that the Executive be based at
\nany place outside a 30-mile radius of ______, except for reasonably required
\ntravel on Company business which is not materially greater in frequency
\nor duration than prior to the Change in Control;<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| <\/td>\n | (d) the failure by the Company to (i) continue in effect (without
\nreduction in benefit level or reward opportunities) any material
\ncompensation or employee benefit plan in which the Executive was
\nparticipating at any time within 180 days preceding the date of the
\nChange in Control or at any time thereafter, unless such plan is replaced
\nwith a plan that provides substantially equivalent compensation or
\nbenefits to the Executive or (ii) provide the Executive with compensation
\nand benefits, in the aggregate, at least equal (in terms of benefit
\nlevels and reward opportunities) to those provided for under each other
\nemployee benefit plan, program and practice in which the Executive was
\nparticipating at any time within 1 80 days preceding the date of the
\nChange in Control or at any time thereafter;<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| <\/td>\n | (e) the insolvency or the filing (by any party, including the
\nCompany) of a petition for bankruptcy with respect to the Company, which
\npetition is not dismissed within 60 days;<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| <\/td>\n | (f) any material breach by the Company of any provision of this
\nAgreement;<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| <\/td>\n | (g) any purported termination of the Executive\u0092s employment for
\nCause by the Company which does not comply with the terms of this
\nAgreement; or<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| <\/td>\n | (h) the failure of the Company to obtain, as contemplated in
\nSection 6, an agreement, reasonably satisfactory to the Executive, from
\nany Successor to assume and agree to perform this Agreement.<\/td>\n<\/tr>\n<\/table>\n Any event or condition described in clauses (a) through (h) which occurs
\nprior to a Change in Control but which the Executive reasonably demonstrates
\n(a) was at the request of a Person who has indicated the intention or takes
\nsteps reasonably calculated to affect a Change in Control and who subsequently
\neffects a Change in Control or (b) otherwise arose in connection with, or in
\nanticipation of, a Change in Control which subsequently occurs, will constitute
\nGood Reason for purposes of this Agreement notwithstanding that it occurred
\nprior to the Change in Control.<\/p>\n \u0093Gross-Up Payment\u0094 has the meaning set forth in Section 5.1.<\/p>\n -5-<\/p>\n<\/p>\n
\n <\/h5>\n<\/p>\n \u0093Notice of Termination\u0094 means a written notice from the Company of the
\ntermination of the Executive\u0092s employment which indicates the specific
\ntermination provision in this Agreement relied upon and which sets forth in
\nreasonable detail the facts and circumstances claimed to provide a basis for
\ntermination of the Executive\u0092s employment under the provision so indicated.<\/p>\n \u0093Person\u0094 has the meaning as used in Section 13(d) or 14(d) of the
\nSecurities Exchange Act, and will include any \u0093group\u0094 as such term is used in
\nsuch sections.<\/p>\n \u0093Pro Rata Bonus\u0094 means an amount equal to the Bonus Amount multiplied by a
\nfraction, the numerator of which is the number of days elapsed in the then
\nfiscal year through and including the Termination Date and the denominator of
\nwhich is 365.<\/p>\n \u0093Securities Exchange Act\u0094 means the Securities Exchange Act of 1934, as
\namended.<\/p>\n \u0093Subsidiary\u0094 means any corporation with respect to which another specified
\ncorporation has the power under ordinary circumstances to vote or direct the
\nvoting of sufficient securities to elect a majority of the directors.<\/p>\n \u0093Successor\u0094 means a corporation or other entity acquiring all or
\nsubstantially all the assets and business of the Company, whether by operation
\nof law, by assignment or otherwise.<\/p>\n \u0093Supplemental Retirement Benefit\u0094 will mean the lump sum actuarial
\nequivalent of the aggregate retirement benefit the Executive would have been
\nentitled to receive under the Company\u0092s supplemental and other retirement plans
\nincluding the General Dynamics Corporation Retirement Plan for Salaried
\nEmployees (the \u0093Pension Plan\u0094). For purposes of the foregoing, the \u0093actuarial
\nequivalent\u0094 will be determined in accordance with the actuarial assumptions
\nused for the calculation of benefits under the Pension Plan as applied
\nimmediately prior to the Termination Date in accordance with past practices.<\/p>\n \u0093Termination Date\u0094 means (a) in the case of the Executive\u0092s death, the
\nExecutive\u0092s date of death, (b) in the case of the termination of the
\nExecutive\u0092s employment with the Company by the Executive for Good Reason, the
\nlast day of the Executive\u0092s employment, and (c) in all other cases, the date
\nspecified in the Notice of Termination; provided that if the Executive\u0092s
\nemployment is terminated by the Company for Cause or due to Disability, the
\ndate specified in the Notice of Termination will be at least 30 days after the
\ndate the Notice of Termination is given to the Executive.<\/p>\n \u0093Underpayment\u0094 has the meaning set forth in Section 5.3.<\/p>\n \u0093Window Period\u0094 has the meaning set forth in Section 3.1(a).<\/p>\n -6-<\/p>\n<\/p>\n
\n <\/h5>\n<\/p>\n Section 2. Term of Agreement. This Agreement will commence as of the
\ndate hereof and will continue in effect until terminated by the Board of
\nDirectors, provided, however, that the term of this Agreement will in any case
\nnot expire prior to the expiration of 24 months after the occurrence of a
\nChange in Control.<\/p>\n Section 3. Termination of Employment.<\/p>\n If, during the term of this Agreement, the Executive\u0092s employment with the
\nCompany is terminated within 24 months following a Change in Control, the
\nExecutive will be entitled to the following compensation and benefits:<\/p>\n<\/p>\n \n\n| <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | (a) If the Executive\u0092s employment with the Company is terminated
\n(i) by the Company for Cause or Disability, (ii) by reason of the
\nExecutive\u0092s death or (iii) by the Executive other than for Good Reason
\nand other than during the 60-day period commencing on the first
\nanniversary of the date of the occurrence of a Change in Control (the
\n\u0093Window Period\u0094), the Company will pay to the Executive the Accrued
\nCompensation and, if such termination is other than by the Company for
\nCause, a Pro Rata Bonus.<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| <\/td>\n | (b) If the Executive\u0092s employment with the Company is terminated
\nfor any reason other than as specified Section 3.1(a) or during the
\nWindow Period, the Executive will be entitled to the following:<\/td>\n<\/tr>\n<\/table>\n\n\n| <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | (i) the Company will pay the Executive all Accrued
\nCompensation and a Pro Rata Bonus;<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| <\/td>\n | (ii) the Company will pay the Executive as severance pay, and
\nin lieu of any further compensation for periods subsequent to the
\nTermination Date, in a single payment an amount in cash equal to
\n <\/u> times the sum
\nof (A) the Base Amount and (B) the Bonus Amount;<\/td>\n<\/tr>\n\n| <\/td>\n<\/tr>\n | \n| <\/td>\n | (iii) for a period of 18 months (the \u0093Continuation Period\u0094),
\nthe Company will at its expense continue on behalf of the Executive
\nand the Executive\u0092s dependents and beneficiaries the life
\ninsurance, disability, medical, dental and hospitalization benefits
\nprovided (A) to the Executive at any time during the 180-day period
\nprior to the Change in Control or at any time thereafter or (B) to
\nother similarly situated executives who continue in the employ of
\nthe Company during the Continuation Period. The coverage and
\nbenefits (including deductibles and costs) provided in this Section
\n3.1(b)(iii) during the Continuation Period will be no less
\nfavorable to the Executive and the Executive\u0092s dependents and
\nbeneficiaries than the most favorable of such coverages and
\nbenefits during any of the periods referred to in clauses (A) and
\n(B) above. The Company\u0092s obligation hereunder with respect to the
\nforegoing benefits will be limited to the extent that the Executive
\nobtains any such benefits pursuant to a subsequent employer\u0092s
\nbenefit plans, in which case the Company may reduce the coverage of
\nany benefits it is required to provide the Executive hereunder as
\nlong as the coverages<\/td>\n<\/tr>\n<\/table>\n-7-<\/p>\n<\/p>\n
\n <\/h5>\n<\/p>\n\n\n| <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | and benefits of the combined benefit plans are no less favorable to
\nthe Executive than the coverages and benefits required to be
\nprovided hereunder. This Section 3.1(b) will not be interpreted so
\nas to limit any benefits to which the Executive or the Executive\u0092s
\ndependents or beneficiaries may be entitled under any of the
\nCompany\u0092s employee benefit plans, programs or practices following
\nthe Executive\u0092s termination of employment, including retiree
\nmedical and life insurance benefits;<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| <\/td>\n | (iv) the Company will pay in a single payment an amount in
\ncash equal to the excess of (A) the Supplemental Retirement Benefit
\ndetermined as if (1) the Executive had remained employed by the
\nCompany for an additional
\n <\/u> year(s) of credited service, (2) the
\nExecutive\u0092s annual compensation during such period had been equal
\nto the Executive\u0092s Base Salary and the Bonus Amount, (3) the
\nExecutive had been fully vested in the Executive\u0092s benefit under
\neach retirement plan in which the Executive was a participant, (3)
\nthe Company had made employer contributions to each defined
\ncontribution plan in which the Executive was a participant at the
\nTermination Date in an amount equal to the amount of such
\ncontribution for the plan year immediately preceding the
\nTermination Date and (4) the Executive had been fully vested in the
\nExecutive\u0092s benefit under each retirement plan in which the
\nExecutive was a participant, over (B) the lump sum actuarial
\nequivalent of the aggregate retirement benefit the Executive is
\nactually entitled to receive under such retirement plans; and<\/td>\n<\/tr>\n\n| <\/td>\n<\/tr>\n | \n| <\/td>\n | (v) any restrictions on any outstanding restricted stock
\nawards granted to the Executive will lapse and such restricted
\nstock awards will become fully vested, all in-the-money stock
\noptions will become fully vested, and the Executive will have the
\nright to require the Company to purchase, for cash, any
\nout-of-the-money stock options held by the Executive at a price
\nequal to the fair market value of such options on the date of
\npurchase determined by the Company using the Black-Scholes option
\npricing model. For purposes of this Section 3.1(b)(v), a stock
\noption will be deemed (A) to be in-the-money if, as of the date of
\ndetermination, the New York Stock Exchange composite quotation for
\nthe Company\u0092s Common Stock, as reported in the Wall Street Journal,
\nas of the close of business, New York City time, on the immediately
\npreceding trading day (the \u0093Applicable Price\u0094), exceeds the
\nexercise price per share required to be paid by the holder upon the
\nexercise of such option and (B) to be out-of-the-money if, as of
\nthe date of determination, the Applicable Price is equal to or less
\nthan such exercise price.<\/td>\n<\/tr>\n<\/table>\n\n\n| <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | (c) The amounts provided for in Section 3.1(a) and Sections
\n3.1(b)(i), (ii) and (iv) will be paid in a single lump sum cash payment
\nby the Company to the Executive within five days after the Termination
\nDate.<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| <\/td>\n | (d) The Executive will not be required to mitigate the amount of
\nany payment provided for in this Agreement by seeking other employment or
\notherwise, and no such payment will be offset or reduced by the amount of
\nany compensation or benefits<\/td>\n<\/tr>\n<\/table>\n-8-<\/p>\n<\/p>\n
\n <\/h5>\n<\/p>\n\n\n| <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | provided to the Executive in any subsequent employment except as
\nspecifically provided in Section 3.1(b)(iii).<\/td>\n<\/tr>\n<\/table>\n 3.2. The compensation to be paid to the Executive pursuant to Sections
\n3.1(a), 3.1 (b)(i) and 3.1 (b)(ii) of this Agreement will be in lieu of any
\nsimilar severance or termination compensation (i.e., compensation based
\ndirectly on the Executive\u0092s annual salary or annual salary and bonus) to which
\nthe Executive may be entitled under any other Company severance or termination
\nagreement, plan, program, policy, practice or arrangement. With respect to any
\nother compensation and benefit to be paid or provided to the Executive pursuant
\nto this Section 3, the Executive will have the right to receive such
\ncompensation or benefit as herein provided or, if determined by the Company to
\nbe more advantageous to the Executive, similar compensation or benefits to
\nwhich the Executive may be entitled under any other Company severance or
\ntermination agreement, plan, program, policy, practice or arrangement. The
\nExecutive\u0092s entitlement to any compensation or benefits of a type not provided
\nin this Agreement will be determined in accordance with the Company\u0092s employee
\nbenefit plans and other applicable programs, policies and practices as in
\neffect from time to time.<\/p>\n 3.3 Notwithstanding any other provision of this Agreement to the contrary,
\nthe termination of the Executive\u0092s employment with the company in connection
\nwith the sale, divestiture or other disposition of [applicable subsidiary] or
\npart thereof (the \u0093Subsidiary\u0094) will not be deemed to be a termination of
\nemployment of the Executive for purposes of this Agreement provided the
\nExecutive is offered employment by the purchaser or acquirer thereof and the
\nCompany obtains an agreement from such purchaser or acquirer as contemplated in
\nSection 6, and the Executive will not be entitled to benefits from the Company
\nunder this Agreement as a result of such sale, divestiture or other
\ndisposition, or as a result of any subsequent termination of employment.<\/p>\n Section 4. Notice of Termination. Following a Change in Control, any
\npurported termination of the Executive\u0092s employment by the Company will be
\ncommunicated by a Notice of Termination to the Executive. For purposes of this
\nAgreement, no such purported termination will be effective without such Notice
\nof Termination.<\/p>\n Section 5. Excise Tax Payments.<\/p>\n 5.1. In the event that any payment or benefit (within the meaning of
\nSection 280G(b)(2) of the Code) to the Executive or for the Executive\u0092s benefit
\npaid or payable or distributed or distributable pursuant to the terms of this
\nAgreement or otherwise in connection with, or arising out of, the Executive\u0092s
\nemployment with the Company or a change in ownership or effective control of
\nthe Company or of a substantial portion of its assets (a \u0093Payment\u0094), would be
\nsubject to the excise tax imposed by Section 4999 of the Code, or any interest
\nor penalties are incurred by the Executive with respect to such excise tax
\n(such excise tax, together with any such interest and penalties, are
\nhereinafter collectively referred to herein as the \u0093Excise Tax\u0094), then the
\nExecutive will be entitled to receive an additional payment (a \u0093Gross-Up
\nPayment\u0094) in an amount such that after payment by the Executive of all taxes
\n(including any interest or penalties imposed with respect to such taxes and the
\nExcise Tax, other than interest and penalties imposed by reason of the
\nExecutive\u0092s failure to file timely a tax return or pay taxes shown due on the<\/p>\n -9-<\/p>\n<\/p>\n
\n <\/h5>\n<\/p>\nExecutive\u0092s return, and including any Excise Tax imposed upon the Gross-Up
\nPayment), the Executive retains an amount of the Gross-Up Payment equal to the
\nExcise Tax imposed upon the Payments.<\/p>\n 5.2. An initial determination as to whether a Gross-Up Payment is
\nrequired pursuant to this Agreement and the amount of such Gross-Up Payment
\nwill be made at the Company\u0092s expense by an accounting firm of recognized
\nnational standing selected by the Company and reasonably acceptable to the
\nExecutive (the \u0093Accounting Firm\u0094). The Accounting Firm will provide its
\ndetermination (the \u0093Determination\u0094), together with detailed supporting
\ncalculations and documentation, to the Company and the Executive within five
\ndays of the Termination Date, if applicable, or such other time as requested by
\nthe Company or by the Executive (provided the Executive reasonably believes
\nthat any of the Payments may be subject to the Excise Tax). If the Accounting
\nFirm determines that no Excise Tax is payable by the Executive with respect to
\na Payment or Payments, it will furnish the Executive with an opinion reasonably
\nacceptable to the Executive that no Excise Tax will be imposed with respect to
\nany such Payment or Payments. Within ten days of the delivery of the
\nDetermination to the Executive, the Executive will have the right to dispute
\nthe Determination (the \u0093Dispute\u0094). The Gross-Up Payment, if any, as determined
\npursuant to this Section 5.2 will be paid by the Company to the Executive
\nwithin five days of the receipt of the Determination. The existence of the
\nDispute will not in any way affect the Executive\u0092s right to receive the
\nGross-Up Payment in accordance with the Determination. If there is no Dispute,
\nthe Determination will be binding, final and conclusive upon the Company and
\nthe Executive, subject to the application of Section 5.3.<\/p>\n 5.3. As a result of uncertainty in the application of Sections 280G and
\n4999 of the Code, it is possible that a Gross-Up Payment (or a portion thereof)
\nwill be paid which should not be paid (an \u0093Excess Payment\u0094) or that a Gross-Up
\nPayment (or a portion thereof) which should be paid will not be paid (an
\n\u0093Underpayment\u0094). An Underpayment will be deemed to have occurred (a) upon
\nnotice (formal or informal) to the Executive from any governmental taxing
\nauthority that the Executive\u0092s tax liability (whether in respect of the
\nExecutive\u0092s current taxable year or in respect of any prior taxable year) may
\nbe increased by reason of the imposition of the Excise Tax on a Payment or
\nPayments with respect to which the Company has failed to make a sufficient
\nGross-Up Payment, (b) upon a determination by a court, (c) by reason of a
\ndetermination by the Company (which will include the position taken by the
\nCompany, together with its consolidated group, on its federal income tax
\nreturn) or (d) upon the resolution of the Dispute to the Executive\u0092s
\nsatisfaction. If an Underpayment occurs, the Executive will promptly notify
\nthe Company and the Company will promptly, but in any event at least five days
\nprior to the date on which the applicable government taxing authority has
\nrequested payment, pay to the Executive an additional Gross-Up Payment equal to
\nthe amount of the Underpayment plus any interest and penalties (other than
\ninterest and penalties imposed by reason of the Executive\u0092s failure to file
\ntimely a tax return or pay taxes shown due on the Executive\u0092s return) imposed
\non the Underpayment. An Excess Payment will deemed to have occurred upon a
\nFinal Determination (as hereinafter defined) that the Excise Tax will not be
\nimposed upon a Payment or Payments (or portion thereof) with respect to which
\nthe Executive had previously received a Gross-Up Payment. A \u0093Final
\nDetermination\u0094 will be deemed to have occurred when the Executive has received
\nfrom the applicable government taxing authority a refund of taxes or<\/p>\n -10-<\/p>\n<\/p>\n
\n <\/h5>\n<\/p>\nother reduction in the Executive\u0092s tax liability by reason of the Excise
\nPayment and upon either (i) the date a determination is made by, or an
\nagreement is entered into with, the applicable governmental taxing authority
\nwhich finally and conclusively binds the Executive and such taxing authority,
\nor in the event that a claim is brought before a court of competent
\njurisdiction, the date upon which a final determination has been made by such
\ncourt and either all appeals have been taken and finally resolved or the time
\nfor all appeals has expired or (ii) the statute of limitations with respect to
\nthe Executive\u0092s applicable tax return has expired. If an Excess Payment is
\ndetermined to have been made, the amount of the Excess Payment will be treated
\nas a loan by the Company to the Executive and the Executive will pay to the
\nCompany on demand (but not less than 10 days after the determination of such
\nExcess Payment and written notice has been delivered to the Executive) the
\namount of the Excess Payment plus interest at an annual rate equal to the
\nApplicable Federal Rate provided for in Section 1274(d) of the Code from the
\ndate the Gross-Up Payment (to which the Excess Payment relates) was paid to the
\nExecutive until the date of repayment to the Company. The Executive will use
\nreasonable cooperative efforts at the request of the Company to assist in the
\ndetermination of the amount of any Excess Payment or Underpayment made to the
\nExecutive pursuant to this Agreement.<\/p>\n 5.4. Notwithstanding anything contained in this Agreement to the
\ncontrary, in the event that, according to the Determination, an Excise Tax is
\nimposed on any Payment or Payments, the Company will pay to the applicable
\ngovernment taxing authorities as Excise Tax withholding the amount of the
\nExcise Tax that the Company has actually withheld from the Payment or Payments.<\/p>\n Section 6. Successors: Binding Agreement. This Agreement will be
\nbinding upon and will inure to the benefit of the Company and its Successors,
\nand the Company will require any Successors to expressly assume and agree to
\nperform this Agreement in the same manner and to the same extent that the
\nCompany would be required to perform it if no such succession or assignment had
\ntaken place. Neither this Agreement nor any right or interest hereunder will
\nbe assignable or transferable by the Executive or by the Executive\u0092s
\nbeneficiaries or legal representatives, except by will or by the laws of
\ndescent and distribution. This Agreement will inure to the benefit of and be
\nenforceable by the Executive\u0092s legal representatives.<\/p>\n Section 7. Fees and Expenses. The Company will pay as they become due all
\nlegal fees and related expenses (including the costs of experts) incurred by
\nthe Executive as a result of (a) the Executive\u0092s termination of employment
\n(including all such fees and expenses, if any, incurred in contesting or
\ndisputing any such termination of employment) and (b) the Executive seeking to
\nobtain or enforce any right or benefit provided by this Agreement (including
\nany such fees and expenses incurred in connection with (i) the Dispute and (ii)
\nthe Gross-Up Payment, whether as a result of any applicable government taxing
\nauthority proceeding, audit or otherwise) or by any other plan or arrangement
\nmaintained by the Company under which the Executive is or may be entitled to
\nreceive benefits.<\/p>\n Section 8. Notice. For the purposes of this Agreement, notices and all
\nother communications provided for in the Agreement (including the Notice of
\nTermination) will be in writing and will be deemed to have been duly given when
\npersonally delivered or sent by<\/p>\n -11-<\/p>\n<\/p>\n
\n <\/h5>\n<\/p>\ncertified mail, return receipt requested, postage prepaid, addressed to the
\nrespective addresses last given by each party to the other, provided that all
\nnotices to the Company will be directed to the attention of the Board with a
\ncopy to the Secretary of the Company. All notices and communications will be
\ndeemed to have been received on the date of delivery thereof or on the third
\nbusiness day after the mailing thereof, except that notice of change of address
\nwill be effective only upon receipt.<\/p>\n Section 9. Nonexclusivity of Rights. Nothing in this Agreement will
\nprevent or limit the Executive\u0092s continuing or future participation in any
\nbenefit, bonus, incentive or other plan or program provided by the Company for
\nwhich the Executive may qualify, nor will anything herein limit or reduce such
\nrights as the Executive may have under any other agreements with the Company
\n(except for any severance or termination agreement). Amounts which are vested
\nbenefits or which the Executive is otherwise entitled to receive under any plan
\nor program of the Company will be payable in accordance with such plan or
\nprogram, except as specifically modified by this Agreement.<\/p>\n Section 10. No Set-Off. The Company\u0092s obligation to make the payments
\nprovided for in this Agreement and otherwise to perform its obligations
\nhereunder will not be affected by any circumstances, including any right of
\nset-off, counterclaim, recoupment, defense or other right which the Company may
\nhave against the Executive or others.<\/p>\n Section 11. Miscellaneous. No provision of this Agreement may be
\nmodified, waived or discharged unless such waiver, modification or discharge is
\nagreed to in writing and signed by the Executive and 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
\nby such other party will be deemed a waiver of similar or dissimilar provisions
\nor conditions at the same or at any prior or subsequent time. No agreement 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
\nset forth in this Agreement.<\/p>\n Section 12. Governing Law. This Agreement will be governed by and
\nconstrued and enforced in accordance with the laws of the State of Delaware
\nwithout giving effect to the conflict of laws principles thereof. Any action
\nbrought by any party to this Agreement will be brought and maintained in a
\ncourt of competent jurisdiction in New Castle County in the State of Delaware.<\/p>\n Section 13. Severability. The provisions of this Agreement will be
\ndeemed severable and the invalidity or unenforceability of any provision will
\nnot affect the validity or enforceability of the other provisions hereof.<\/p>\n Section 14. Entire Agreement. This Agreement constitutes the entire
\nagreement between the parties hereto and supersedes all prior agreements, if
\nany, understandings and arrangements, oral or written, between the parties
\nhereto with respect to severance protection in connection with a Change of
\nControl.\u0094<\/p>\n -12-<\/p>\n<\/p>\n
\n <\/h5>\n<\/p>\n IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
\nas of the date first above written.<\/p>\n<\/p>\n \n\n| <\/td>\n | GENERAL DYNAMICS CORPORATION<\/td>\n<\/tr>\n<\/table>\n\n\n| <\/td>\n | By: _________________________________
\n Name:
\n Title:<\/td>\n<\/tr>\n<\/table>\n\n\n| <\/td>\n | By: _________________________________
\n [Executive]<\/td>\n<\/tr>\n<\/table>\n-13-<\/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":[9539,9551],"class_list":["post-40548","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__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40548","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=40548"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40548"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40548"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40548"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}} | | | | | | | | | | | | | | | | | |