EXHIBIT 10.27
EMPLOYMENT AGREEMENT
THIS AGREEMENT dated this 1st day of July, 1999 by and
between TRIUMPH GROUP, INC., a Delaware corporation (the "Company"), and
Xxxxxxx X. Xxxxxxxxxxx("Executive").
WITNESSETH:
WHEREAS, Executive has served as Vice President and General Counsel of
the Company since 1996; and
WHEREAS, the Company wishes to assure itself of Executive's continued
employment by the Company during the period set forth herein; and
WHEREAS, Executive is willing to continue to serve the Company during
such period upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the Company and Executive hereby agree as
follows:
1. TERMS OF EMPLOYMENT. The Company hereby agrees to employ Executive,
and Executive agrees to be employed by the Company, for a term commencing on
July 1, 1999 (the "Effective Date") and ending on June 30, 2002 (such term
being hereinafter referred to as the "Period of Employment"), subject to
earlier termination as provided in Section 6 hereof.
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2. DUTIES AND RESPONSIBILITIES. During the Period of Employment,
Executive shall serve as Vice President and General Counsel of the Company
and devote substantially all of his time and effort during normal business
hours (reasonable sick leave and vacations excepted) to the business and
affairs of the Company. The Executive shall report to the President and Chief
Executive Officer and the Board of Directors of the Company, and shall have
such duties, responsibilities and authority as are delegated to him by the
Board of Directors. The Executive's primary place of employment during the
Period of Employment shall be Wayne, Pennsylvania, unless changed with the
Executive's consent.
3. SALARY. During the Period of Employment, the Company shall pay the
Executive, in periodic installments on the same basis as other senior
salaried executives of the Company, a base salary of $182,500 per annum (the
"Base Salary"), subject to such increases during the Period of Employment as
shall be approved by the Board of Directors of the Company (which increases,
when so approved, to thereafter constitute Executive's Base Salary for
purposes of this Agreement).
4. INCENTIVE COMPENSATION. In addition to the Base Salary provided in
Section 3 hereof, the Company shall pay to Executive, at such times as such
payments are made to other senior salaried executives of the Company and its
subsidiaries (hereinafter referred to as the "Group"), such incentive
payments as shall be approved from time to time by the Board of Directors of
the Company or shall be due Executive pursuant to the terms of incentive
compensation plans approved by the Board of Directors of the Company, subject
to such deferral
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arrangements as are provided in the Group's Supplemental Executive Retirement
Plan effective April 1, 1994 (the "Supplemental Retirement Plan") or
otherwise approved by the Board of Directors. The Executive's objectives
under such plans shall be set forth in writing annually by the Board of
Directors or a duly authorized committee thereof.
5. ADDITIONAL BENEFITS AND PERQUISITES.
(a) EMPLOYEE BENEFIT PLANS. During the Period of Employment,
Executive shall be entitled to participate on substantially the same basis as
other senior salaried executives of the Group in all employee benefit plans
maintained in effect by the Group from time to time during the Period of
Employment (all such plans hereinafter referred to as "Employee Benefit
Plans").
(b) PERQUISITES. During the Period of Employment, Executive shall
be entitled to such perquisites and fringe benefits as are generally made
available to the senior salaried executives of the Group.
(c) LIFE AND DISABILITY INSURANCE. During the Period of Employment,
Executive shall be entitled to participate in the group life and disability
insurance plan made available to the senior salaried executives of the Group.
(d) VACATION. During the Period of Employment the Executive shall
be entitled to four (4) weeks of vacation during each calendar year.
6. EARLY TERMINATION.
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(a) DISABILITY. The Company shall have the right to terminate
Executive's employment during the Period of Employment upon not less than
thirty (30) days prior written notice to Executive or his personal
representative if, because of mental or physical disability, Executive shall
have been incapable, with reasonable accommodation, of satisfactorily
performing his duties under Section 2 hereof for a continuous period of one
hundred twenty (120) days or for a total period of two hundred ten (210) days
in any three hundred sixty (360) day- period prior to the date of such notice.
(b) DEATH. In the event of Executive's death during the Period of
Employment, this Agreement shall automatically terminate as of the date of
such death.
(c) FOR CAUSE. Notwithstanding any other provisions of this
Agreement, the Company may terminate Executive's employment at any time
during the Period of Employment for Cause, as herein defined, upon written
notice to the Executive. As used herein, "Cause" shall mean the doing of any
wilful act which is, in the judgment of the Board of Directors, materially
adverse to the best interests of the Company or which constitutes common law
fraud or a felony.
(d) WITHOUT CAUSE. The Company may terminate Executive's employment
at any time during the Period of Employment without Cause, as defined in
subparagraph (c) above, upon written notice to the Executive. The decision
to terminate Executive without Cause can be taken only at a duly called
meeting of the Board of Directors of the Company at which Executive is
present and afforded a full opportunity to be heard.
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(e) GOOD REASON. Following a Control Transaction, as herein
defined, Executive may terminate this Agreement for Good Reason, as herein
defined. A "Control Transaction" shall be: (i) a reorganization, merger or
consolidation of the Company unless (A) the Company or a parent or subsidiary
of the Company is the surviving or resulting corporation or (B) the
shareholders of the Company immediately before such transaction own a
majority of the outstanding voting stock (after giving effect to the
conversion of all shares of Class D Common Stock of the Company) in the
surviving or resulting corporation or a parent thereof following the
transaction; (ii) the sale by the Company of all or substantially all of its
assets to a purchaser which is not a member of the Group immediately before
such sale; or (iii) any transaction or series of transactions which results
in the acquisition of a majority of the outstanding voting shares (after
giving effect to the conversion of all of the outstanding Class D Common
Stock of the Company) of the Company by a purchaser or purchasers (A) who are
not currently shareholders of the Company and who acquired such voting shares
in a transaction or transactions not involving an offering registered under
the Securities Act of 1933, as amended; (B) which was not a subsidiary of the
Company immediately before such acquisition; or (C) a majority of whose
outstanding voting shares, immediately following the acquisition, are owned
by persons who were not shareholders of the Company immediately before the
acquisition. "Good Reason," as use herein, shall mean (i) a determination by
Executive in good faith that due to acts of the Company occurring after the
Control Transaction he is unable effectively to carry
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out his duties and responsibilities as of the time of the Control
Transaction; (ii) a material reduction in the duties and responsibilities
assigned to Executive pursuant to Section 2 hereof following the Control
Transaction; (iii) the transfer following the Control Transaction of
Executive's principal place of business to a location more than fifty (50)
miles from the location as of the time of the Control Transaction; or (iv)
the failure or refusal of the Successor, as defined in Section 9 hereof, to
assume all duties and obligations of the Company under this Agreement, as
contemplated by Section 9.
7. EFFECTS OF EARLY TERMINATION.
(a) In the event of the Company's termination of Executive's
employment during the Period of Employment as a result of his disability,
Executive shall be entitled to receive his Base Salary for the month in which
such termination becomes effective and for a period of six (6) months
thereafter, without prejudice to any other payments or disability benefits
due Executive under any Employee Benefit Plan as a result of Executive's
disability.
(b) In the event of Executive's death, Executive's legal
representative shall be entitled to receive Executive's Base Salary through
the end of the sixth month following the month in which Executive's death
occurred, without prejudice to any other payments or benefits due under any
Employee Benefit Plan as a result of Executive's death.
(c) In the event of the Company's termination of Executive's
employment during the Period of Employment for Cause, as defined in Section
6(c), the
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Company shall have no obligation to pay Executive any compensation or
benefits other than (i) his then current Base Salary to the date of
termination and (ii) payments or benefits due under any Employee Benefits
Plans upon or following such termination.
(d) In the event the Company terminates Executive's employment
during the Period of Employment without Cause or Executive terminates his
employment during such period for Good Reason, as defined in Section 6(d),
the Company shall pay Executive the following amounts:
(i) Executive's Base Salary for the balance of the month in
which such termination occurs, plus credit for any vacation earned but not
taken prior to the date of termination;
(ii) as severance payments, commencing on the last day of the
month in which the termination occurs and on the last day of each month
thereafter, an amount equal to one-twelfth of the Executive's then
current Base Salary for a period of twenty-four (24) months.
(iii) any payments due under any Employee Benefits Plans upon
or following such termination.
(e) Under no circumstances shall Executive, upon termination of his
employment hereunder, be entitled to receive any incentive compensation
payments with respect to the fiscal year in which an early termination
occurs. Nothing herein, however, shall affect
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Executive's right to receive any previously earned but unpaid deferred
compensation payments to which Executive may be entitled under the
Supplemental Executive Retirement Plan.
(f) Except as provided in Section 7(e), during the period Executive
continues to receive payment of his Base Salary following the termination of
the Executive's employment, Executive, his dependents, beneficiaries and
estate shall continue to be entitled to all benefits under all Employee
Benefit Plans as if Executive were still employed during such period under
this Agreement. Executive, to the extent that he has at the time of
termination sufficient service credits or has otherwise satisfied applicable
eligibility requirements under the terms of the Employee Benefit Plans shall
be deemed to have retired from the Company as of such time, and shall be
eligible for any and all benefits and rights provided to retirees at a
comparable executive level from the Company or the Group under all Employee
Benefits Plans.
(g) The severance compensation and benefits provided in this
Section 7 shall constitute Executive's sole and exclusive right to severance
payments and benefits upon termination of Executive's employment and no other
severance compensation of any kind, nature and amount shall be payable to
Executive in connection with any termination during the Period of Employment.
8. TERMINATION NOTICE. Any termination by the Company or by Executive
hereunder shall be communicated by written Notice of Termination to the other
party hereto. For purposes of this Agreement, a "Notice of Termination"
shall mean a written notice which shall indicate the specific termination
provision in this Agreement relied upon and shall set forth in
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reasonable detail all facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated.
Any such notice shall be by registered or certified mail and mailed to
Executive at the last address he has filed in writing with the Company, or,
in the case of the Company, to the Secretary at Four Glenhardie Corporate
Center, 0000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxx, XX 00000-0000 or such other
address to which the Company's principal executive offices are removed during
the Period of Employment.
9. SUCCESSORS/BINDING AGREEMENT. The Company shall require any
successor or surviving entity in any Control Transaction ("Successor"), by
agreement in form and substance satisfactory to Executive, expressly to
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform if no such succession
had taken place. Regardless of whether such agreement is executed, this
Agreement shall be binding upon any Successor in accordance with the
operation of law and such Successor shall be deemed the "Company" for
purposes of this Agreement. This Agreement shall inure to the benefit of and
be enforceable by Executive and his personal or legal representative,
executors, administrators, successors, heirs, distributees, devisees and
legatees.
10. SEVERABILITY. In the event any provision or portion of this
Agreement shall be determined to be invalid or unenforceable for any reason,
the remaining provisions of this Agreement shall remain in full force and
effect to the fullest extent permitted by law.
11. AMENDMENT/WAIVER. This Agreement may not be amended, modified,
waived or canceled except by a writing signed by each party hereto. No
waiver by either party
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hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such
other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or any prior or subsequent time.
12. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement
between the parties relative to the employment of the Executive by the
Company during the Period of Employment. Any previous agreement among the
parties not mentioned in this Agreement is superseded by this Agreement.
13. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
TRIUMPH GROUP, INC.
By /s/ Xxxxxxx X. Ill
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Title: President & CEO
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Executive: /s/ Xxxxxxx X. Xxxxxxxxxxx
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