AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
the 19th day of February, 1999, by and between DRS TECHNOLOGIES, INC., a
Delaware corporation (the "Company"), having an address at 0 Xxxxxx Xxx,
Xxxxxxxxxx, Xxx Xxxxxx and Xxxxxxx X. Xxxxxxxxx (the "Executive"), currently
residing at 00 Xxx Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000.
WHEREAS, the Executive desires to enter into an agreement of
employment with the Company in accordance with the terms and conditions set
forth herein; and
WHEREAS, the Company desires to employ the Executive as its Executive
Vice President, Finance and Chief Financial Officer in accordance with the terms
and conditions set forth herein;
NOW THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto, intending legally to be bound, hereby
agree as follows:
1. TERM OF EMPLOYMENT. The initial term of employment shall begin on
February l9, 1999 (the "Effective Date") and shall continue in effect until
the first anniversary of the Effective Date (such period being the "Initial
Term"). On February 19 of each year, beginning on February 19, 2000, this
Agreement shall automatically be renewed for successive one year periods,
unless at least ninety (90) days prior to the end of each renewal date
either party hereto gives written notice to the other party of its
intention not to renew this Agreement and, as provided below, shall remain
in effect following a Change in Control. This Agreement may be terminated
at any time during its initial term or during any renewal term solely in
accordance with the terms and conditions of Section 5 hereof.
2. DUTIES.
2.1 POSITION. The Company hereby employs the Executive in an executive
capacity with the title of Executive Vice President, Finance and Chief
Financial Officer of the Company, and the Executive hereby accepts
such employment and undertakes and agrees to serve in such capacities.
In such capacities, the Executive shall have such powers, perform such
duties and fulfill such responsibilities typically associated with
such positions in other publicly held companies. Performance of his
duties hereunder shall in no event require that the Executive work on
a regular basis at any location other than within twenty (20) miles of
the Company's present office location. The Executive shall devote
substantially all of his
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working time and efforts to the performance of his duties hereunder.
The Executive shall report directly to the Chief Executive Officer
("CEO") of the Company.
2.2 LIMITATION ON OTHER EMPLOYMENT. During the term of his employment
hereunder, the Executive will not engage in any other occupation for
gain, profit or pecuniary advantage, without the consent of the CEO of
the Company; provided, however, that this limitation shall not be
construed as preventing him from (a) serving on the board of directors
of any corporation not directly competitive with the Company (provided
that the Executive has obtained the approval of the CEO), and (b)
investing or trading in securities or other forms of investment, in
each case so long as such activities do not materially interfere with
the performance of his duties hereunder and such investments do not
represent the ownership of 5% or more of the capital stock of publicly
traded entities.
3. COMPENSATION.
3.1 BASE SALARY. In consideration of the services rendered hereunder, the
Company shall pay the Executive during the Initial Term of this
Agreement a base salary at the rate of TWO HUNDRED TWENTY THOUSAND
DOLLARS ($220,000) per annum ("Base Salary"), which amount will be
payable to him in bi-weekly installments (or at such intervals as
other salaried employees of the Company are paid). The amount of the
Executive's Base Salary shall be reviewed annually by the CEO but
shall not be reduced without written consent of the Executive.
3.2 INCENTIVE COMPENSATION.
(a) Effective April 1, 1999 the Executive will be eligible to
participate in the DRS Incentive Compensation Plan ("ICP") at a
grade level commensurate with his position. The current grade
level for the Executive is M76. Specific annual entitlements to
bonus awards shall be predicated on the Executive's performance
and subject to the Company achieving its operating targets,
consistent with the rules set forth in the ICP. Because the
Executive is not in the ICP plan for 1999, the Executive will
receive a bonus of $50,000 for FY99 payable on or about July 1,
1999.
(b) The Executive shall participate in all other Bonus, Long-Term
Capital Accumulation and/or Stock-Based Programs that the Company
may adopt from time to time.
(c) To further provide the Executive with appropriate incentive and
to acquire a proprietary interest in the long-term success of the
Company, the Company shall recommend to the Stock Option
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Committee of the Board of Directors that he be granted, pursuant
to the Company's 1996 Omnibus Plan (the "Plan"), [18,750]
options to acquire Company Stock. These options shall be
Non-Qualified Stock Options ("NQO"). The option exercise price
payable shall be the fair market value at the date of the grant.
The term of the option shall be (10) years and 20% of the options
shall vest on the date of grant, with an additional 20% vesting
on each of the first, second, third and fourth anniversaries
thereof. All capitalized terms shall have the meaning specified
in the Plan.
4. BENEFITS.
4.1 BENEFIT PROGRAMS. The Executive will be included in all group
insurance plans ("Insurance Plans"), retirement plans, and other
benefits plans and arrangements (such retirement and other benefit
plans and arrangements, together with the Insurance Plans, the
"Benefit Program") available to executives of the Company, as such
plans may be or have been adopted from time to time. The Company will
provide to the Executive the specific benefits listed on Schedule A
hereto. The Executive shall be a Class B Participant in the Company's
SERP.
4.2 VACATION. The Executive shall be entitled to three (3) weeks of
vacation with pay during each twelve (12) month period of employment
under this Agreement.
4.3 AUTOMOBILE AND OTHER EXPENSES. In accordance with Company policy as
established from time to time, the Company will provide the Executive
with an automobile of a type mutually agreed upon and the Company will
pay, or reimburse him for, all business related operating expenses of
such automobile (including, without limitation, insurance, service,
repairs, gasoline and oil). The Company will also reimburse the
Executive for his ordinary and customary business expenses incurred in
the performance of his duties hereunder.
5. TERMINATION.
5.1 TERMINATION BY THE COMPANY FOR CAUSE.
(a) DEFINITION. The Company may terminate the Executive's employment
hereunder for "Cause" which shall be limited to:
(i) Gross neglect or dereliction in the performance of the
Executive's duties or other misconduct by him and the
failure to cure such situation within twenty days after
receipt of a notice thereof from the Board of Directors,
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(ii) The Executive's engaging in conduct which has caused
demonstrable and serious injury to the Company, monetary or
otherwise, as evidenced by a written determination
authorized by the Board of Directors of the Company, or
(iii) The Executive's conviction for or plea to a felony or for
any lesser crime which involves the property of the
Company.
(b) COMPENSATION UPON TERMINATION FOR CAUSE. Upon the termination of
the Executive's employment for Cause, the Company shall pay the
Executive his Base Salary and continued participation in the
Benefit Program through the effective date of such termination.
5.2 TERMINATION FOR DISABILITY OR DEATH.
(a) DISABILITY. The Company may terminate the Executive's employment
hereunder in the event of the Executive's permanent disability.
For the purposes of this Agreement, permanent disability shall
mean the Executive's inability, whether mental or physical, to
perform the regular duties of his employment on a full-time
continuous basis for six (6) consecutive months (the "Disability
Period"). If a policy of disability insurance is in effect
insuring the Executive, then in no event shall Executive be
deemed to be disabled until he is determined to be entitled to
receive disability income payments pursuant to such disability
policy. During the Disability Period the Company shall (i) pay
the Executive his full Base Salary then in effect, as well as any
ICP benefit to which he would otherwise be entitled, reduced by
any amounts which he actually received under any disability plan
maintained by the Company during the Disability Period, and (ii)
shall continue his participation in the Benefit Program. The
Company shall notify the Executive in writing of any such finding
on its part at the end of the Disability Period. If the Company
and Executive are unable to agree whether he is so disabled the
question shall be decided by a panel of three physicians, one to
be designated by the Company, one by the Executive and one by the
first two so designated. The determination of the panel shall be
final and binding upon the parties with costs of the panel to be
paid by the Company.
(b) DEATH. The Executive's employment hereunder will terminate
upon-the Executive's death.
(c) COMPENSATION UPON TERMINATION FOR DISABILITY OR DEATH.
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(i) If the Company terminates the Executive's employment due to
permanent disability, pursuant to Subsection 5.2(a) herein,
the Company shall pay the Executive his monthly Base Salary
then in effect for one (1) year after his termination,
reduced by any amounts to which he actually receives under
any disability plan maintained by the Company and shall pay
the Executive when due, a pro-rata portion of the bonus
determined pursuant to (iii) below corresponding to the
period of his active employment during the termination
year.
(ii) If the Executive's employment is terminated due to his
death, pursuant to Subsection 5.2 (b) herein, the Company
shall pay the Executive's estate or designated beneficiary
(A) the Executive's Base Salary and any other amounts due
or earned through the date of death, and (B) a pro-rata
portion of the bonus determined pursuant to (iii) below
corresponding to the period of his employment during the
termination year.
(iii) For purposes of determining the bonus payable in the year
of termination, the Company shall pay a bonus equal to the
amount of the current year's bonus which could have been
paid to Executive for the year of termination, pro-rated
for the period of his employment during the termination
year.
(d) BENEFITS UPON TERMINATION FOR DEATH OR DISABILITY.
(i) If the Company terminates the Executive's employment due to
his permanent disability, pursuant to Subsection 5.2(a)
herein, the Company shall continue to provide him and his
dependents coverage under insurance Plans, at his option,
for the longer of one year or the period required by
applicable law. The Company shall provide such coverage at
its expense (except with respect to those costs for which
the Executive was responsible prior to the termination of
employment).
(ii) If the Executive's employment is terminated due to his
death, pursuant to Subsection 5.2(b) herein, the Company
shall continue to provide the Executive's dependents
medical insurance coverage, at their option, for the longer
of one (1) year after his death or the period required by
applicable law. The Company shall provide such coverage at
its expense (except for those costs for which the Executive
was responsible prior to his death).
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5.3 TERMINATION BY THE EXECUTIVE.
(a) GOOD REASON. The Executive may terminate his employment during
the Employment Period hereunder for "Good Reason" (i) upon the
failure by the Company (or its stockholders as the case may be)
to elect or reelect or to appoint or reappoint the Executive to
the offices of Executive Vice President, Finance and Chief
Financial Officer, or (ii) after the occurrence, without the
written consent of the Executive, of an event constituting a
material breach of this Agreement by the Company that has not
been fully cured within twenty (20) days after written notice
thereof has been given by the Executive to the Company, or (iii)
upon the occurrence of any action taken by the Company which
would constitute a constructive termination; provided, that, in
addition to and without limiting the generality of the foregoing,
on and after a Change in Control (as defined in Section 5.3(c)
herein), any one of the following events shall be deemed a
material breach of this Agreement:
(i) the assignment to the Executive of any duties inconsistent
with the Executive's then status as an executive officer of
the Company or a substantial adverse alteration in the
nature of the Executive's responsibilities from those in
effect immediately prior to the Change in Control;
(ii) a reduction by the Company in the Executive's Base Salary
as in effect immediately prior to the Change in Control;
(iii) a reduction in the aggregate percentage upon which the
Executive's Incentive Compensation is determined following
the Change of Control unless equivalent reductions are made
generally for other executives of the Company;
(iv) the relocation of Executive's principal place of
employment, without his consent, to a location more than
twenty (20) miles from the place of such employment
immediately prior to the Change in Control;
(v) The failure by the company to continue to provide the
Executive with benefits substantially similar to those
enjoyed by Executive under the Benefit Program, as in
effect immediately prior to the Change in Control, the
taking of any action by the company which would directly
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or indirectly materially reduce any of such benefits or
deprive the Executive of any material fringe benefit enjoyed
by the Executive immediately prior to the Change in Control,
or the failure by the Company to provide the Executive with
the number of paid vacation days to which Executive is
entitled on the basis of years of service with the Company
in accordance with the Company's normal vacation policy in
effect immediately prior to Change in Control; and
(vi) The failure of a successor to the Company to expressly
assume and agree to perform this Agreement pursuant to
Section 5.5 herein.
(b) COMPENSATION AND BENEFITS UPON TERMINATION BY THE EXECUTIVE.
(i) In the event of a termination of this Agreement by the
Executive, without Good Reason, the company shall provide
to him his Base Salary, corresponding to the period of his
employment and continued participation in the Benefit
Program, through the effective date of such termination.
(ii) If the Executive terminates his employment hereunder for
Good Reason, (A) if there has not occurred A Change in
Control, the Company shall also pay him, as liquidated
damages under this Agreement, his monthly Base Salary then
in effect for twelve months following the notice of
termination, plus the pro-rata portion of the bonus
determined pursuant to Section 5.2(c)(iii); (B) if there
has occurred a Change in Control, the Company shall pay
him, as liquidated damages under this Agreement, a lump sum
equal to the sum of the bonus earned by him during the
immediately preceding fiscal year of the Company plus 200%
of his annual Base Salary then in effect, and (C) in either
case, the Executive's employment shall be deemed to
continue for the balance of the Agreement for purposes of
determining his participation in the Benefit Program;
provided, however, that if such participation by him after
termination of employment is not permitted under any such
plan, the Company will provide him with the equivalent
benefits. The Company will pay the total costs of the
Executive's participation in such plans or the equivalent
thereof. During the period the Executive will have full use
of the Company-supplied automobile. The Executive also will
be provided with out-placement assistance utilizing a
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consultation service designated and paid for by the Company.
Furthermore, all stock options granted to Executive shall
immediately vest and be exercisable for a period of 12
months following termination.
(c) DEFINITION OF CHANGE IN CONTROL. A "Change in Control" shall mean
the occurrence of an event set forth in any one of the following
paragraphs:
(i) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not including in
the securities beneficially owned by such Person any
securities acquired directly from the Company or its
affiliates) representing 20% or more of the combined voting
power of the Company's then outstanding securities,
excluding any Person who becomes such a Beneficial Owner in
connection with a transaction described in clause (A) of
paragraph (iii) below and excluding a transaction whereby a
person becomes the Beneficial Owner of 20% or more of the
combined voting power of the Company's then outstanding
securities, but such transaction does not transfer the
power to control the management or the policies of the
Company; or
(ii) the following individuals cease for any reason to
constitute a majority of the number of directors then
serving: individuals who, on the date hereof, constitute
the Board and any new director (other than a director whose
initial assumption of office is in connection with an
actual or threatened election contest, including but not
limited to a consent solicitation, relating to the election
of directors of the Company) whose appointment or election
by the Board or nomination for election by the Company's
stockholders was approved or recommended by a vote of at
least two-thirds (2/3) of the directors then still in
office who either were directors on the date hereof or
whose appointment, election or nomination for election was
previously so approved or recommended; or
(iii) there is consummated a merger or consolidation of the
Company or any direct or indirect subsidiary of the Company
with any other corporation, other than (A) a merger or
consolidation which would result in the voting securities
of the Company outstanding immediately prior to such merger
or consolidation continuing to represent (either by
remaining outstanding or by being converted into voting
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securities of the surviving entity or any parent thereof) at
least 60% of the combined voting power of the securities of
the Company or such surviving entity or any parent thereof
outstanding immediately after such merger or consolidation,
or (B) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in
which no Person is or becomes the Beneficial Owner, directly
or indirectly, of securities of the Company (not including
in the securities Beneficially Owned by such Person any
securities acquired directly from the Company or its
Affiliates other than in connection with the acquisition by
the Company or its Affiliates of a business) representing
20% or more of the combined voting power of the Company's
then outstanding securities; or
(iv) the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company or there is
consummated an agreement for the sale or disposition by the
Company of all or substantially all of the Company's
assets, other than a sale or disposition by the Company of
all or substantially all of the Company's assets to an
entity, at least 60% of the combined voting power of the
voting securities of which are owned by the stockholders of
the Company in substantially the same proportions as their
ownership of the Company immediately prior to such sale.
For purposes of this Section 5.3(c), the following definitions shall apply:
"Person" shall have the meaning given in Section 3(a)(9) of the Securities
Exchange Act of 1934, as amended (the "Act"), as modified and used in Section
13(d) thereof, except that such term shall not include (i) the Company or any of
its subsidiaries, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its Affiliates, (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities, or (iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company. "Beneficial Owner" shall have the meaning set
forth in Rule 13d-3 under the Act. "Affiliate" shall have the meaning set forth
in Rule 12b-2 promulgated under Section 12 of the Act.
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5.4 TERMINATION BY THE COMPANY OTHER THAN FOR CAUSE.
(a) COMPENSATION UPON TERMINATION BY THE COMPANY OTHER THAN FOR
CAUSE. If the Company terminates the Executive's employment
hereunder without "Cause", the Company shall pay the Executive
the amounts described in 5.3(b)(ii)(A).
(b) BENEFITS UPON TERMINATION BY THE COMPANY OTHER THAN FOR CAUSE. if
the company terminates the Executive's employment hereunder
without "Cause", the Executive's employment shall be deemed to
continue for the balance of the Agreement for purposes of
determining his participation in the Benefit Program existing
prior to the termination or under any equivalent plan providing
the same coverage which may be substituted for any such plan;
provided, however, that if such participation by him after
termination of employment is not permitted under any such plan,
the Company will provide him with the equivalent benefits. The
Company will pay the total costs of the Executive's participation
in such plans or the equivalent thereof. During this period the
Executive will have full use of the Company-supplied automobile.
The Executive also, will be provided with out-placement
assistance utilizing a consultation service designated and paid
for by the Company. Furthermore, all stock options granted to
Executive shall immediately vest and be exercisable for a period
of 12 months following termination.
5.5 SUCCESSOR. The Company, or any entity which controls the Company,
shall require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the
business or assets of the Company by written agreement expressly to
assume and agree to perform this Agreement in the same manner and to
the same extent as the Company would be required to perform if no such
succession had occurred. Failure of the Company or a controlling
entity to obtain such agreement prior to the effective date of any
such succession followed by failure of the successor to honor this
Agreement shall be a breach of this Agreement and shall entitle the
Executive to the rights and benefits hereunder as though he had
terminated his employment with the Company for Good Reason pursuant to
paragraph 5.3 hereof (including those provisions which concern
compensation following a Change in Control), whether or not he
terminates his employment with the Company. As used in this Agreement,
"Company" shall mean the Company as defined above and any successor to
all or substantially all of its business or assets which becomes bound
by all of the terms and conditions of this Agreement.
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6. RESTRICTIONS.
6.1 CONFIDENTIAL INFORMATION. The Executive agrees that during and after
the period of his employment he will not, without authorization from
the Company, divulge, disclose or otherwise communicate to any person
or company any information of a confidential nature pertaining to
specific details of the Company's business, functions or operations,
except in connection with the discharge of his duties hereunder, or
pursuant to the order of a court of competent jurisdiction. The
Executive further agrees that, upon termination of his employment with
the Company for any reason, he will promptly return to the Company all
books and records of or pertaining to the Company's business, and all
other property belonging to the Company which is in his custody or
possession.
6.2 NON-COMPETE. During his employment by the Company and in the event he
is terminated by the Company for Cause or terminates his employment
without Good Reason, for twelve (12) months thereafter, subject to
Section 2.2 above, the Executive shall not compete with the Company in
any activity relating to the Business of the Company as conducted by
the Company during the term of this Agreement. For purposes of the
preceding sentence, competition shall include, without limitation,
direct or indirect competition by the Executive, whether as an owner,
officer, director, employer, partner, consultant, advisor, contractor,
principal agent, licensor, employee or affiliate of a person firm,
venture or corporation that so competes with the Company. Without the
prior written approval of the CEO, the Executive further agrees that
during the twelve (12) month period following the termination of this
Agreement for any reason he will not solicit for employment any
employee of the Company. It is further agreed and understood that the
Executive shall not engage in any conduct or communication which shall
disparage the Company or interfere with its current or prospective
business relationships.
6.3 CAUSE OF ACTION. The parties hereby declare that the rights of the
Company are of a unique nature, the loss of which may cause
irreparable harm, and that it may be impossible to measure in money
the damages which will accrue to the company by reason of the loss of
such rights or a failure by the Executive to perform or adhere to any
of the obligations under Sections 6.1 and 6.2 hereof. The Executive
expressly acknowledges that remedies at law alone will be inadequate
to compensate the Company for any breach or violation of any of the
provisions of Sections 6.1 or 6.2 hereof, and that the Company, in
addition to all other remedies hereunder or thereunder, shall be
entitled, as a matter of right, to seek injunctive relief, including
specific performance, with respect to any such breach of violation, in
any court of competent jurisdiction.
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7. LEGAL MATTERS.
7.1 RESOLUTION OF CONFLICT. Other than as provided in Section 6.3 herein
with respect to obligations contained in Sections 6.1 and 6.2 herein,
any and all disputes, claims and controversies between the parties
hereto concerning the validity, interpretation, performance,
termination or breach of this Agreement, which cannot be resolved by
the parties within ninety (90) days after such dispute, claim or
controversy arises shall, at the option of either party, be referred
to and finally settled by arbitration. Such arbitration shall be
initiated by the initiating party giving notice (the "Arbitration
Notice") to the other party (the "Respondent") that it intends to
submit such dispute, claim or controversy to arbitration. Each party
shall, within thirty (30) days of the date the Arbitration Notices is
received by the Respondent, designate a person to act as an
arbitrator, if either party fails to designate a person to Act as an
arbitrator within the time specified herein the arbitration shall be
conducted by the sole designated arbitrator. The two arbitrators
appointed by the parties shall, within thirty (30) days after their
designation appoint a third arbitrator who shall act as presiding
arbitrator (the "Presiding Arbitrator"). If the two arbitrators
designated by the parties are unable to appoint a Presiding
Arbitrator, the Presiding Arbitrator shall be appointed according to
the rules of the American Arbitration Association as in effect on the
date the notice of submission to arbitration is given (the "Rules").
Such arbitration shall be held in New Jersey in accordance with the
Rules except as otherwise expressly provided herein. The arbitrators
shall, by majority vote, render a written decision stating reasons
therefor in reasonable detail within three (3) months after the
appointment of all the arbitrators. Each party shall bear its own
costs and attorneys fees. All other costs and expenses of arbitration
shall be apportioned between the parties by the arbitrators. The award
of the arbitrators shall be made in United States currency and shall
be final and binding, and judgment thereon may be rendered by any
court having jurisdiction thereof, or application may be made to such
court for the judicial acceptance of the award and an order of
enforcement as the case may be.
7.2 AGREEMENT CONFIDENTIAL. Both the Executive and the Company will keep
the terms of this Agreement confidential provided that this provision
shall not restrict any disclosure by the Company pursuant to any
applicable law, regulation or judicial order.
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7.3 NOTICES. All notices, requests, consents and other communications,
required or permitted to be given hereunder, shall be in writing and
shall be deemed to have been duly given if delivered personally or
mailed first class, postage prepaid, by registered or certified mail,
addressed to either party at the address first written above (or to
such other address as either party shall designate by notice in
writing to the other party in accordance herewith).
8. MISCELLANEOUS.
8. GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New Jersey
applicable to agreements made and to be performed within New Jersey,
without regard to the principles of conflict of laws.
8.2 HEADINGS. The section headings contained herein are for reference
purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.
8.3 ENTIRE AGREEMENt. This Agreement sets forth the entire agreement and
understanding of the parties relating to the subject matter hereof,
and from and after the date hereof supersedes all prior agreements,
arrangements and understandings, written or oral, relating to the
subject matter hereof provided, however, that the benefits conferred
under this Agreement are in addition to, and not in lieu of, any and
all benefits conferred under plans and arrangements currently in
effect for the Executive.
8.4 ASSIGNMENT. This Agreement is binding upon and shall inure to the
benefits of the Executive and his estate, but the Executive's rights
and obligations hereunder may not be assigned or pledged by him.
8.5 MODIFICATION. This Agreement may be amended, modified, superseded,
canceled, renewed or extended, and the terms or covenants hereof may
be waived, only be written instrument executed by both of the parties
hereto or in the case of a waiver, by the party waiving compliance.
8.6 SECTION 162(m). In the event compensation payable to Executive
hereunder in any single tax year would result in the non-deductibility
of a portion of such compensation by the Company solely by reason of
Section 162(m) of the Internal Revenue Code of 1986, as amended, then,
and in such event, the Company shall be permitted to defer payment of
such nondeductible amount to the Executive to be paid to him on the
first day of the succeeding tax year of the Company.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement with legal and binding effect as of the day and year first above
written.
DRS TECHNOLOGIES, INC.
/s/ XXXX X. XXXXXX
-------------------------------------
BY: Xxxx X. Xxxxxx, Chairman,
President and Chief Executive Officer
THE EXECUTIVE
/s/ XXXXXXX X. XXXXXXXXX
-------------------------------------
Xxxxxxx X. Xxxxxxxxx
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SCHEDULE A
GROUP PLANS BENEFIT
----------------------------------------------- --------------------------
DRS Group Medical/Dental Plan Varies
DRS Group Life Insurance Plan $50,000
DRS Group AD&D $440,000 (2 X salary)
DRS Long Term Disability Plan--Class I $10,000 monthly benefit
DRS Retirement/Savings Plan (401K) Varies
DRS Reimbursement Account Plan (IRC 125) Varies (See below)
EXECUTIVE PLANS/BENEFITS BENEFIT
----------------------------------------------- --------------------------
Executive Incentive Compensation Plan Varies
1996 Omnibus Plan (1)
Life Insurance $1,110,000
DRS Reimbursement Account: one time annual $5,000 currently
Deposit to the reimbursement account (amount
may vary from year to year)
Supplemental Executive Retirement Plan (SERP)-- Determined at time of
Class B Participant Retirement
(1) Amount determined by combining resulting DRS shares from NAI option
conversion with additional grant to equal in the aggregate 50,000 shares.
15
