Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS AGREEMENT dated this 30th day of September, 1996 by and between
TRIUMPH GROUP, INC., a Delaware corporation (the "Company"), and Xxxxxxx X. Ill
("Executive").
WITNESSETH:
WHEREAS, Executive has served as President of the Company since its
formation in 1993; and
WHEREAS, the Company is currently contemplating an initial offering of
shares of its common stock to the public; 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 October 1, 1996 (the "Effective Date") and ending on September 30,
1999 (such term being
hereinafter referred to as the "Period of Employment"), subject to earlier
termination as provided in Section 6 hereof.
2. DUTIES AND RESPONSIBILITIES. During the Period of Employment,
Executive shall serve as President and Chief Executive Officer 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 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 Devon, 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 $291,200 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
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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
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.
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(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.
(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.
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(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.
(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
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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 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
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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 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;
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(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 Executive's right to receive any
previously earned but unpaid deferred compensation payments to which Executive
may be entitled under the Supplemental 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
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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.
(h) Executive's right to receive any of the severance
compensation and benefits provided herein shall be subject to his faithful
observance and performance during the Period of Employment and thereafter of the
agreements set forth in his Executive Stock Agreement dated July 22, 1993 with
the Company.
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
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
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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 cancelled except by a writing signed by each party hereto. No waiver
by either party hereto at any
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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/Xxxx X. Xxxxxxxxxxx
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Title: Senior Vice President
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Executive: /S/Xxxxxxx X. Ill
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Xxxxxxx X. Ill
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