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EXHIBIT 10-33
RETIREMENT BENEFIT AGREEMENT
AGREEMENT DATED AS OF 6th March, 1998 between General Dynamics Corporation, a
Delaware corporation ("the Corporation"), and Xxxxxxx X. Xxxxxxx ("the
Executive").
WHEREAS, the Executive has accrued retirement benefits under the General
Dynamics Retirement Plan for Salaried Employees (the "Retirement Plan") and to
the extent the accrued benefits under the Retirement Plan are limited by
Section 415, 401 (a)(4) or 401 (a)(17) of the Internal Revenue Code (or
similar provisions), any benefit that would have been provided by the benefit
formula of the Retirement Plan in excess of those limitations will be provided
under a nonqualified plan (Supplemental Retirement Plan). The Retirement Plan
and the Supplemental Retirement Plan are hereinafter collectively referred to
as the "Retirement Program."
WHEREAS, this Agreement provides for certain additional retirement benefits to
be paid following the Executive's termination of employment or retirement.
NOW, THEREFORE, in consideration for the Executive's future services to be
rendered to the Corporation by the Executive, the Corporation and the Executive
agree as follows:
1. MEMBERSHIP IN GENERAL DYNAMICS RETIREMENT PLAN.
The Executive will maintain his membership in the General Dynamics
Retirement Program, a copy of which has been furnished to him.
2. RETIREMENT PROGRAM BENEFIT.
Upon the Executive's retirement from the Corporation, the Executive
shall be entitled to such annual retirement benefits, if any, as of
the date of the Executive's termination of employment with the
Corporation, based upon the terms of the Retirement Program. Payment
of these benefits shall commence at such time and in the form the
Executive elects pursuant to the terms of the Retirement Plan.
3. AMOUNT OF SUPPLEMENTAL RETIREMENT BENEFIT.
Upon termination of the Executive's employment with the Corporation
under the conditions specified in Sections 4 and 5 below, the
Executive's Supplemental Retirement Benefit shall equal an annual
payment of One-Hundred Thousand Dollars and no cents ($100,000.00)
times the Executive's "Vested Percentage". The Supplemental Benefit
Amount shall be paid monthly and shall be in addition to any amount
that may be payable under the Retirement Program. The Supplemental
Retirement Benefit shall be equal to a single-life annuity form of
payment and shall be adjusted in accordance with the election of any
optional form of payment which the Executive may elect under the
Retirement Program.
Payment of Supplemental Retirement Benefits shall commence to the
Executive on the first day of the month following his attainment of
age fifty-seven (57) or following his date of termination of
employment or retirement, if later.
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4. ELIGIBILITY FOR SUPPLEMENTAL RETIREMENT BENEFITS.
If the Executive voluntarily terminates employment with the
Corporation prior to October 1, 1999, no Supplemental Retirement
Benefit shall be payable under the terms of this Retirement Benefit
Agreement. This restriction shall not apply to any retirement
benefits that may be payable under the Retirement Program. Subject to
the restrictions enumerated in Section 5 below, if the Executive
terminates employment on or after October 1, 1999, he shall receive a
"Vested Percentage" of his Supplemental Retirement Benefit equal to
twenty percent (20%), plus an additional twenty percent (20%) for each
year of employment completed after September 30, 1999, until October
1, 2003, when the Executive's Vested Percentage shall equal
one-hundred percent (100%). The Executive shall not receive credit
for a partial year of employment towards his Vested Percentage.
Alternatively, if the Executive shall terminate his employment with
the Corporation other than Termination for Cause at anytime after
signing this Agreement under either of the conditions specified in
paragraphs (a) or (b) below, the Executive shall be deemed to have a
"Vested Percentage" equal to one-hundred percent (100%) and shall be
entitled to the Supplemental Retirement Benefit specified in Section 3
above.
(a) In the event of the Executive's illness or disability such
that he is unable, in the sole opinion of the Compensation
Committee, to adequately perform the tasks of his position; or
(b) If the Corporation shall substantially downgrade the
Executive's responsibilities or if the Corporation shall
involuntarily terminate his employment other than Termination
for Cause as defined below.
5. REDUCTIONS AND FORFEITURES OF PAYMENT.
Notwithstanding anything in this Agreement to the contrary:
(a) Termination for Cause: No Supplemental Retirement Benefit
shall be paid in any amount hereunder (and any Supplemental
Retirement Benefit currently being paid to the Executive shall
be permanently forfeited) if, in the sole opinion of the
Compensation Committee, the Executive is discharged for
causing harm to the Corporation ("Termination for Cause"),
including, but not limited to: (1) an act or acts of personal
dishonesty, (ii) conviction of a felony related to the
Corporation, (iii) material violation of General Dynamics'
standards of business ethics and conduct, or (iv) individually
filing, assisting or participating in a lawsuit against the
Corporation or it's officers in their official capacity.
(b) Re-employment: The Executive specifically agrees that this
Supplemental Retirement Benefit is for his enjoyment in
retirement. Therefore, if the Executive's employment with the
Corporation terminates other than Termination for Cause prior
to October 1, 2003, and the Executive is subsequently employed
at anytime by any other employer either as an employee or an
independent contractor (other than as a director on the board
of directors for a charitable organization) without prior
Compensation Committee approval, which approval shall not be
unreasonably withheld, the Executive's Vested Percentage shall
be deemed to be zero percent (0.0%) and he shall not receive
any Supplemental Retirement Benefit at all (and such benefit
shall be permanently discontinued if the Executive is in pay
status). If Executive's employment with the Corporation
terminates other than Termination for Cause on or after
October 1, 2003, and the Executive is subsequently employed at
anytime by any other employer as either an employee or an
independent contractor (other than as a director on the board
of directors for a charitable organization)
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without prior Compensation Committee approval, which approval
shall not be unreasonably withheld, the Executive's "Vested
Percentage" shall be deemed to be fifty percent (50%) and his
Supplemental Retirement Benefit shall be computed with such
Vested Percentage and no greater (and such benefit shall be
permanently reduced to reflect this Vested Percentage if the
Executive is in pay status at the time of his re-employment
without consent). For purposes of this Section 5(b)
"reemployment" means employment, including as a member of the
board of directors, with an organization otherwise
unaffiliated with the Corporation.
6. ALTERNATE FORM OF BENEFIT.
The Executive shall have the option, on written notice transmitted to
the Corporation at least 30 days prior to the date on which payment of
his benefit would otherwise commence hereunder, to elect to receive
the retirement benefit described herein payable in an alternate form
as provided by the Retirement Plan or, in the Corporation's
discretion, in another form of actuarial equivalent value. The
applicable single-life annual benefit shall then be converted to the
alternate form elected by the application of the actuarial factors
used for converting benefits under the Retirement Plan at the time the
Executive's retirement benefit is to commence.
7. SURVIVOR BENEFIT IN CASE OF DEATH PRIOR TO COMMENCEMENT OF BENEFITS.
If the Executive dies after the date of this Agreement but prior to
commencement of benefits, and at the time of his death he would have
been entitled to a Supplemental Retirement Benefit under this
Agreement in the event of his involuntary termination (other than
Termination for Cause), then his spouse shall be entitled to receive a
"Pre-Retirement Surviving Spouse Annuity" as provided in the
Retirement Plan (currently defined as a 50% Contingent Annuity) for
her life. The amount of the Pre-Retirement Surviving Spouse Annuity
payable under this Agreement shall equal the amount that would have
been paid to the Executive under this Agreement as a single-life
annuity, assuming he was involuntarily terminated (other than
Termination for Cause) immediately prior to his date of death, reduced
by the Retirement Plan's actuarial adjustments necessary to express
the single-life annuity as a 50% contingent annuity option. Payment of
this benefit shall commence on the date the Supplemental Retirement
would have commenced to the Executive if he had involuntarily
terminated (other than Termination for Cause) immediately prior to his
death.
8. PAYMENT.
All annual retirement benefits for the life of the Executive (or
alternate form of benefit) or other amounts payable as provided in
this Agreement shall be paid as provided in the Executive's benefit
election under the Retirement Plan. Any retirement benefits to which
the Executive is entitled under this Agreement shall be paid directly
by the Corporation to the extent they are not paid under the
Retirement Plan. The Corporation may, in its sole discretion,
accelerate the payment of benefits under this Agreement in the form of
an actuarial equivalent value mutually agreeable to the parties.
9. NO ASSIGNMENT.
No benefit under this Agreement shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge, and any attempt so to anticipate, alienate,
sell, transfer, assign, pledge, encumber or charge the same shall be
void, and no such benefit shall in any manner be liable for or subject
to the debts, liabilities, engagements or torts of the person entitled
to such benefit, except as specifically provided in the Retirement
Program.
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10. PAYMENT FROM GENERAL ASSETS.
Unless otherwise determined by the Corporation, the Supplemental
Retirement Benefit will be payable by the Corporation from its general
assets. The Corporation shall not be obliged to acquire, designate or
set aside any specific assets for payment of the Supplemental
Retirement Benefit. Further, the Executive shall have no claim
whatsoever to any specific assets or group of assets of the
Corporation.
The Corporation may, in its discretion, designate that the
Supplemental Retirement Benefit shall be satisfied from the assets of
a trust, fund, or other segregated group of assets. But, should these
assets prove to be insufficient to satisfy payment of the Supplemental
Retirement Benefit described above, the Corporation shall remain
liable for their payment unless otherwise agreed to by the parties of
this Agreement.
11. TAXATION.
The Executive and the Corporation agree that all payments hereunder
shall be treated as "wages" for federal and state income tax and
employment tax purposes at such time and in such manner as shall be
prescribed by law. Each party to this Agreement shall be responsible
for the payment of any such taxes as shall be legally required of such
party.
12. This Agreement shall be governed by the laws of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed on
behalf of its Chairman and Chief Executive Officer by the Corporate Vice
President - Human Resources and Administration and its corporate seal to be
hereunto affixed and attested to by the Secretary of the Corporation, and the
Executive has executed this Agreement as of the date first above written.
ATTEST: GENERAL DYNAMICS CORPORATION
/s/ XXXX X. XXXXX By: /s/ X. X. XXXXX
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Secretary X. X. Xxxxx
Corporate Vice President - Human
Resources and Administration
/s/ XXXXX X. XXXXXXXXXX /s/ XXXXXXX X. XXXXXXX
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Witness Xxxxxxx X. Xxxxxxx
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