Exhibit 10.1
AMENDMENT
TO THE
AMENDED AND RESTATED
STOCK EMPLOYEE COMPENSATION TRUST AGREEMENT
WHEREAS, under Section 6.2 of the Amended and Restated Stock Employee
Compensation Trust Agreement (the "Trust Agreement"), dated as of August 1,
2000, by and between Newport News Shipbuilding Inc. (the "Company") and Wachovia
Bank, N.A., as trustee of the Trust created thereby, the Trust Agreement may be
amended subject to certain exceptions not relevant hereto.
The parties do hereby amend the Trust Agreement, effective upon the
Consummation of the Offer (as defined in the Agreement and Plan of Merger among
General Dynamics Corporation, Grail Acquisition Corporation and the Company,
dated as of April 24, 2001), as follows:
FIRST: The second sentence of Section 3.2 of the Trust Agreement is
amended in its entirety to read as follows:
"The Trustee shall apply all dividends and earnings paid (including any
gains from sales or exchanges) in respect of Acquired Shares or other NNS
Securities (other than Extraordinary Dividends) to the payment of principal
and interest under a note or such other indebtedness of the Trust relating
to the acquisition of Acquired Shares, notwithstanding any provision of
this Trust Agreement to the contrary."
SECOND: A new Section 6.4 of the Trust Agreement is added to read as
follows:
"6.4 Winding Up. For the avoidance of doubt, the Trust and the Trust
Agreement shall remain in effect following the Termination Date for such
period as is necessary for the Trustee to comply with the obligations of
Section 6.1 hereof."
Full Force and Effect. Except as expressly amended hereby, the Trust
Agreement shall continue in full force and effect in accordance with the terms
thereof on the date hereof.
Governing Law. This Amendment shall be governed by and construed in
accordance with the law of the State of Delaware applicable to contracts to be
made and performed entirely within such State.
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of
the dates indicated below.
NEWPORT NEWS SHIPBUILDING INC.
Date:____________ By:_______________________
Treasurer
ATTEST:
By:________________________
Title:
WACHOVIA BANK, N.A., solely in its capacity as Trustee
under the Trust Agreement referenced herein
Date:____________ By:_______________________
Title:
ATTEST:
By:________________________
Title:
