AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
the 9th day of August, 2000, by and between DRS TECHNOLOGIES, INC., a Delaware
corporation (the "Company"), having an address at 0 Xxxxxx Xxx, Xxxxxxxxxx, Xxx
Xxxxxx and Xxxx X. Xxxxxx, Xx. (the "Executive"), currently residing at 000
Xxxxx Xxxx Xxxxx, Xxxxxx Xxxxxxx, 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, Chief Operating 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 the
date set forth above (the "Effective Date") and shall continue in
effect until the second anniversary of the Effective Date (such period
being the "Initial Term"). On the first anniversary of the Effective
Date and on subsequent anniversaries, 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, Chief
Operating Officer, and the Executive hereby accepts such
employment and undertakes and agrees to serve in such capacity. In
such capacity, 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
1
than within twenty (20) miles of the Company's present office
location. The Executive shall devote substantially all of his
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 and have the authority to
hire and discharge any employee within his area of responsibility.
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 THREE HUNDRED FIFTY
THOUSAND DOLLARS ($350,000) per annum or such higher rate as the
CEO may reasonably determine ("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) 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 M77. 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.
(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.
2
(c) Deferred Compensation. In addition to the above compensation,
the Executive shall be entitled to deferred compensation of
Thirty Thousand Dollars ($30,000.00) per year for each full
year of the first five years of employment of the Executive
by the Company beginning on the Commencement Date of
employment (the "Deferred Compensation"). On the first day of
January following the earlier to occur of (i) Executive's
retirement from the Company, or (ii) Executive's 65th
birthday, the Company shall pay to the Executive the first
quarterly installment of Seven Thousand Five Hundred Dollars
($7,500) of the Deferred Compensation. On the first day of
each April, July, October and January thereafter, the Company
shall pay to the Executive an installment of Seven Thousand
Five Hundred Dollars ($7,500) until the amount of the
Deferred Compensation is exhausted. No interest shall be paid
on any Deferred Compensation.
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. For purposes of the SERP, the Executive shall
be deemed to have commenced employment of June 1, 1991.
4.2 Vacation. The Executive shall be entitled to five (5) 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.
3
(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 grave misconduct by him and
the failure to cure such situation within twenty days
after receipt of a notice thereof from the Board of
Directors,
(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, prorated incentive
compensation 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
4
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.
(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,
(B) until the end of the fiscal year in which the date
of death occurred or, if greater, for three months
following the date of death, the Executive's Base
Salary as in effect, and (C) 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
5
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).
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,
Operations, 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;
6
(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 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, the prorated portion of
the bonus determined pursuant to Section 5.2(c)(iii),
corresponding to the period of his employment during
the termination year 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
7
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 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-
8
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
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
9
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.
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).
(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
10
or assets which becomes bound by all of the terms and conditions of this
Agreement.
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
11
seek injunctive relief, including specific performance, with
respect to any such breach of violation, in any court of competent
jurisdiction.
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.
7.3 Notices. All notices, requests, consents and other communications,
required or permitted to be given hereunder, shall be in writing
and shall
12
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.
8.1 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 non-deductible amount to the
Executive to be paid to him on the first day of the succeeding tax
year of the Company.
13
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/ Xxxx X. Xxxxxx, Xx.
---------------------------
Xxxx X. Xxxxxx, Xx.
SCHEDULE A
Group Plans Benefit
----------- -------
DRS Group Medical/Dental Plan Varies
DRS Group Life Insurance Plan $50,000
DRS Group AD&D $500,000 (2 X salary to
500K max)
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 Varies
Life Insurance (Split $) $850,000
Life Insurance (Group Carve-out) $650,000
DRS Reimbursement Account: one time annual $7500 for 1999
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
15
