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EXHIBIT 10.5
EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated as of May 19, 1999 and effective as of December 3, 1998,
as described herein, is made by and between TransDigm Holding Company, a
Delaware corporation (the "Company"), and W. Xxxxxxxx Xxxxxx (the "Executive").
RECITALS:
WHEREAS, the Executive has prior to the Effective Date (as defined below) been
employed by the Company as President and Chief Operating Officer; and
WHEREAS, in connection with a contemplated merger and recapitalization of the
Company, it is the desire of the Company to assure itself of the continuity of
the management services of the Executive following the consummation of such
transactions; and
WHEREAS, the Company and the Executive intend this Agreement to be effective as
of the consummation of the aforementioned contemplated merger and
recapitalization, which occurred on December 3, 1998 (the "Effective Date");
NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements set forth below, the parties hereto agree as follows:
1. Certain Definitions.
(a) "ANNUAL BASE SALARY" shall have the meaning set forth in
Section 4(a).
(b) "BOARD" shall mean the Board of Directors of the Company.
(c) "CAUSE" shall mean either of the following: (i) the continued
failure by the Executive, after written notice from the Board,
substantially to perform his duties and responsibilities as an
officer or employee or director of the Company or any of its
subsidiaries (other than any such failure resulting from incapacity
due to reasonably documented physical or mental illness), or (ii)
the engagement by the Executive in serious misconduct which is
material to the performance by the Executive of his duties and
obligations for the Company or any of its subsidiaries, including,
without limitation, the disclosure of material secret or
confidential information of the Company or any of its subsidiaries.
(d) "CHANGE IN CONTROL" shall mean a change in ownership or control of
the Company effected through a transaction or series of transactions
(other than an offering of Common Stock to the general public
through a registration statement filed with the Securities and
Exchange Commission whereby any "person" or related "group"
of"persons" (as such terms are used in Sections 13(d) and 14(d)(2)
of the Exchange Act) (other than the Company, any of its
subsidiaries, an employee benefit plan maintained by the Company or
any of its subsidiaries, a Principal Stockholder or a "person" that,
prior to such transaction, directly or indirectly controls, is
controlled by, or is under common control with, the Company or a
Principal Stockholder) directly or indirectly acquires beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange Act)
of securities of the Company possessing more than fifty percent
(50%) of the total combined voting power of the Company's securities
outstanding immediately after such acquisition.
(e) "COMMON STOCK" shall mean the common stock of the Company, $0.01 par
value per share.
(f) "COMPANY" shall have the meaning set forth in the preamble hereto.
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(g) "COMPENSATION COMMITTEE" shall mean the Compensation Committee of
the Board whose members shall be appointed by the Board from time to
time and shall initially include Xxxxxxx Xxxxxx, as Chairman,
Xxxxxxxx Xxxxx and Xxxxxxx Xxxxxxx.
(h) "DATE OF TERMINATION" shall mean (i) if the Executive's employment
is terminated by reason of his death, the date of his death, and
(ii) if the Executive's employment is terminated pursuant to
Sections 5(a)(ii) - (vii), the date specified in the Notice of
Termination.
(i) "DISABILITY" shall mean the inability of the Executive to perform
his duties and responsibilities as an officer or employee of the
Company or any of its subsidiaries on a full-time basis for more
than six months within any 12-month period because of a physical,
mental or emotional incapacity resulting from injury, sickness or
disease.
(j) "EFFECTIVE DATE" shall have the meaning set forth in the recitals
hereto.
(k) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.
(l) "EXECUTIVE" shall have the meaning set forth in the preamble hereto.
(m) "GOOD REASON" shall mean the occurrence of any of the following: (i)
a material diminution in the Executive's title, duties or
responsibilities, without his prior written consent, (ii) a
reduction of the Executive's aggregate cash compensation (including
bonus opportunities), benefits or perquisites, without his prior
written consent, (iii) the occurrence of a Change in Control, (iv)
Xxxxxxx X. Xxxxxxx'x termination of employment with the Company for
"Good Reason" as defined in subsections (i), (ii) and (iii) of this
subsection or (v) the failure of the Company to appoint the
Executive as the Chief Executive Officer of the Company following
Xxxxxxx X. Xxxxxxx'x removal or resignation for any reason from such
position.
(n) "MANAGEMENT STOCKHOLDERS' AGREEMENT" shall mean that certain
Management Stockholders' Agreement dated as of December 3, 1998
among the Company, Odyssey Investment Partners Fund, LP, the
Executive and the other stockholders party thereto, as amended from
time to time.
(o) "NOTICE OF TERMINATION" shall have the meaning set forth in
Section 5(b).
(p) "OPTION AGREEMENTS" shall mean the written agreements between the
Company and the Executive pursuant to which the Executive holds or
is granted options to purchase Common Stock, including, without
limitation, agreements evidencing options granted under the Option
Plan and agreements governing the terms of "Roll-Over Options" (as
defined in the Management Stockholders' Agreement):
(q) "OPTION PLAN" shall mean the 1998 Stock Option Plan of TransDigm
Holding Company, as amended from time to time.
(r) "OPTIONS" as of any date of determination shall mean options held by
the Executive as of such date to purchase Common Stock of the
Company.
(s) "PAYMENT PERIOD" shall have the meaning set forth in Section
6(b)(i).
(t) "PRINCIPAL STOCKHOLDER" shall mean Odyssey Investment Partners
Fund, LP and any of its Permitted Assignees (as such term is defined
in the Management Stockholders' Agreement).
(u) "TERM" shall have the meaning set forth in Section 2.
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2. EMPLOYMENT.
The Company shall continue to employ the Executive and the Executive shall
remain in the employ of the Company, for the period set forth in this
Section 2, in the positions set forth in Section 3 and upon the other
terms and conditions herein provided. The term of employment under this
Agreement (the "Term") shall be for the period beginning on the Effective
Date and ending on the fifth anniversary thereof unless earlier terminated
as provided in Section 5; PROVIDED, HOWEVER, that unless so earlier
terminated or unless the Executive or the Company shall give written
notice to the other of his or its intention not to renew this Agreement no
less than sixty days prior to the scheduled expiration thereof, upon the
fifth anniversary of the Effective Date, this Agreement shall
automatically be renewed for an additional two year period.
3. POSITION AND DUTIES.
(a) During the Term, the Executive shall serve as the President and
Chief Operating Officer of each of the Company and its subsidiary,
TransDigm Inc. ("TransDigm") with such customary responsibilities,
duties and authority as may from time to time be assigned to the
Executive by the Board. During the Term, the Executive shall devote
substantially all his working time and efforts to the business and
affairs of the Company and TransDigm; PROVIDED, that it shall not be
considered a violation of the foregoing for the Executive to (i)
with the prior consent of the Board (which consent shall not
unreasonably be withheld), serve on corporate, industry, civic or
charitable boards or committees, and (ii) manage his personal
investments, so long as none of such activities significantly
interferes with the Executive's duties hereunder.
(b) The Executive shall continue to serve as a member of the Board
during the Term, and during the Term, the Board shall propose the
Executive for re-election to the Board and the Principal
Stockholders shall vote all of their shares of Common Stock in favor
of such re-election. If elected or appointed thereto, and only for
the duration of such elected term or appointment, the Executive
shall also serve as a director of any of the Company's subsidiaries
and/or in one or more executive offices of any entities owned by the
Company.
4. COMPENSATION AND RELATED MATTERS.
(a) ANNUAL BASE SALARY. During the Term, the Executive shall receive a
base salary at a rate that is no less than $225,000 per annum (the
"Annual Base Salary"), payable in accordance with the Company's
normal payroll practices. The rate of the Annual Base Salary shall
be reviewed by the Compensation Committee on or prior to each
anniversary of the Effective Date during the Term and may be
increased, but not decreased, upon such review.
(b) BONUS. For each fiscal year during the Term, the Executive shall be
eligible to participate in the Company's annual cash bonus plan in
accordance with terms and provisions which shall be consistent with
the Company's executive bonus policy in effect as of the Effective
Date.
(c) NON-QUALIFIED DEFERRED COMPENSATION. During the Term, the Executive
shall be eligible to continue to participate in the Company's
Non-Qualified Deferred Compensation Plan and Rabbi Trust in a manner
that is consistent with that in effect as of the Effective Date. The
Company shall continue to fund the Rabbi Trust throughout the Term
in a manner consistent with its funding practices in effect as of
the Effective Date.
(d) LONG TERM INCENTIVE COMPENSATION. During the Term, the Executive
shall be entitled to participate in the Option Plan or any successor
plan thereto.
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(e) BENEFITS. During the Term, the Executive shall be entitled to
participate in the other employee benefit plans, programs and
arrangements of the Company now (or, to the extent determined by the
Board or Compensation Committee, hereafter) in effect which are
applicable to the senior officers of the Company generally, subject
to and on a basis consistent with the terms, conditions and overall
administration thereof; PROVIDED, HOWEVER, that such plans, programs
and arrangements shall be consistent in all material respects with
those in effect as of the Effective Date.
(f) EXPENSES. Pursuant to the Company's customary policies in force at
the time of payment, the Executive shall be reimbursed for all
expenses properly incurred by the Executive on the Company's behalf
in the performance of the Executive's duties hereunder.
(g) VACATION. The Executive shall be entitled to an amount of annual
vacation days, and to compensation in respect of earned but unused
vacation days in accordance with the Company's vacation policy as in
effect as of the Effective Date. The Executive shall also be
entitled to paid holidays in accordance with the Company's practices
with respect to same as in effect as of the Effective Date.
(h) AUTOMOBILE. During the Term, the Company shall provide the Executive
with an annual automobile allowance at a rate not less than that in
effect as of the Effective Date.
(i) CLUB MEMBERSHIP. During the Term, the Company shall pay on behalf of
the Executive, or reimburse the Executive for, annual membership
fees payable in connection with the Executive's membership in one
country club of the Executive's choice.
(j) TAX AND FINANCIAL PLANNING ASSISTANCE. During the Term, the Company
shall, upon submission of proper documentation, pay on behalf of the
Executive, or reimburse the Executive for, reasonable expenses
incurred for professional assistance in planning and preparing his
tax returns and managing his financial affairs, provided that such
expenses do not exceed $25,000 per annum.
(k) LOAN TO PURCHASE SHARES OF COMMON STOCK. In the event that during
the Term, the Executive elects to purchase shares of Common Stock
pursuant to Section 5.2 of the Management Stockholders' Agreement,
the Company shall, or shall cause one of its affiliates to, lend to
the Executive up to $1 .5 million in the aggregate (or such greater
amount as determined by the Compensation Committee in its
discretion) as payment for such shares pursuant to the terms of a
recourse promissory note or notes bearing interest at the lowest
rate specified pursuant to Section 1274 of the Internal Revenue Code
so as to avoid imputed interest, and security agreement(s) under
which the Executive shall pledge such shares to the Company (or
affiliate thereof, as applicable) as security for repayment of such
loan(s). Any interest due on such loan shall be converted into
principal and shall not be payable currently as it is accrued, but
rather shall be payable when the underlying shares are sold. Any
such note and security agreement shall have terms consistent with
the forgoing and shall be in a form acceptable to the Company's (or
its affiliate's) lenders under the terms of the Financing Documents
(as such term is defined in the Management Stockholders' Agreement).
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5. TERMINATION.
(a) The Executive's employment hereunder may be terminated by the
Company or the Executive, as applicable, without any breach of this
Agreement only under the following circumstances and in accordance
with subsection (b):
(i) DEATH. The Executive's employment hereunder shall terminate
upon his death.
(ii) DISABILITY. If the Company determines in good faith that the
Executive has incurred a Disability, the Company may give the
Executive written notice of its intention to terminate the
Executive's employment. In such event, the Executive's
employment with the Company shall terminate effective on the
30th day after receipt of such notice by the Executive,
provided that within such 30 day period the Executive shall
not have returned to full-time performance of his duties. The
Executive shall continue to receive his Annual Base Salary
until the 90th day following the date of the Notice of
Termination.
(iii) TERMINATION FOR CAUSE. The Company may terminate the
Executive's employment hereunder for Cause.
(iv) RESIGNATION FOR GOOD REASON. The Executive may terminate his
employment hereunder for Good Reason.
(v) TERMINATION WITHOUT CAUSE. The Company may terminate the
Executive's employment hereunder without Cause.
(vi) RESIGNATION WITHOUT GOOD REASON. The Executive may resign his
employment hereunder without Good Reason.
(vii) RETIREMENT. The Executive may terminate his employment
hereunder upon or after his attainment of age 65 (a
"Retirement").
(b) NOTICE OF TERMINATION. Any termination of the Executive's
employment by the Company or by the Executive under this Section 5
(other than termination pursuant to subsection (a)(i)) shall be
communicated by a written notice from the Board or the Executive to
the other indicating the specific termination provision in this
Agreement relied upon, setting forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of the
Executive's employment under the provision so indicated, and
specifying a Date of Termination which, except in the case of
Termination by reason of Disability or Termination for Cause
pursuant to Section 5(a)(ii) or 5(a)(iii), respectively, shall be
at least 90 days following the date of such notice (a "Notice of
Termination"). The Executive shall continue to receive his Annual
Base Salary, annual bonus and all other compensation and
perquisites referenced in Section 4 through the Date of
Termination.
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6. SEVERANCE PAYMENTS.
(a) TERMINATION FOR ANY REASON. In the event the Executive's employment
with the Company is terminated for any reason, the Company shall pay
the Executive (or his beneficiary in the event of his death) any
unpaid Annual Base Salary that has accrued as of the Date of
Termination, any unreimbursed expenses due to the Executive and an
amount for accrued but unused sick days and vacation days. The
Executive shall also be entitled to accrued, vested benefits under
the Company's benefit plans and programs as provided therein. The
Executive shall be entitled to the additional payments and benefits
described below only as set forth herein.
(b) TERMINATION WITHOUT CAUSE, RESIGNATION FOR GOOD REASON OR
TERMINATION BY REASON OF DEATH OR DISABILITY. In the event of the
Executive's Termination without Cause (pursuant to Section 5(a)(v)),
Resignation for Good Reason (pursuant to Section 5(a)(iv)) or
termination by reason of Death or Disability (pursuant to Section
5(a)(i) or (ii), respectively), the Company shall pay to the
Executive the amounts described in subsection (a), and:
(i) pay to the Executive, in accordance with its regular payroll
practice, an amount equal to the Annual Base Salary and annual
bonus provided herein that the Executive would have been
entitled to receive had he continued his employment hereunder
for the period (the "Payment Period") beginning on the Date of
Termination and ending on the date that is fifteen months
thereafter;
(ii) pay or provide to the Executive for the Payment Period the
perquisites to which the Executive is entitled under Sections
4(h), 4(i) and 4(j); and
(iii) continue for the Payment Period the Executive's and his then
eligible dependents' coverage under the Company's medical
benefit plans.
7. OTHER TERMINATION PROVISIONS.
Notwithstanding any provision of this Agreement or the Management
Stockholders' Agreement to the contrary, in the event that as a
consequence of a termination of the Executive's employment for any reason,
the Executive is compelled to exercise any Options in order to prevent
such Options from expiring in accordance with their terms and the Company
is unable to repurchase the Executive's stock at such time, the Company
shall either (i) provide the Executive with an interest-free recourse loan
equal to the actual aggregate federal, state and local income tax
liability (including alternative minimum tax obligations) incurred as a
consequence of the Option exercise, which loan shall (A) be secured by a
pledge of the shares acquired upon exercise of such Options, (B) be
payable in full, with respect to each Option (or portion) so exercised,
upon the earliest of (I) the tenth anniversary of the date of grant of
such Option, (II) five days after the date in which the Executive sells,
transfers or otherwise disposes or conveys for consideration the shares
acquired upon exercise of such Option, and (III) the date specified in
Section 10 of the Management Stockholders' Agreement for the expiration of
certain provisions thereof, (ii) permit the Executive to extend the
post-termination exercise period of such Options (but not beyond the tenth
anniversary of the date of Option grant) until the time that the Company
is able to repurchase the underlying shares of Common Stock, or (iii)
devise such other method that is acceptable to the Executive so as to
prevent the Executive from incurring tax liability upon Option exercise at
a time when he is not able to receive payment from the Company (or a third
party) for the shares acquired upon such exercise.
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8. COMPETITION.
(a) The Executive shall not, at any time during the Term and prior to
the last day of the Payment Period, if any, without the prior
written consent of the Board, directly or indirectly engage in, or
have any interest in, or manage or operate any person, firm,
corporation, partnership or business (whether as director, officer,
employee, agent, representative, partner, security holder,
consultant or otherwise) that engages in any business (other than a
business that constitutes less than 5% of the relevant entity's net
revenue and a proportionate share of its operating income) which
competes with any business of the Company or any entity owned by it
anywhere in the world; PROVIDED, HOWEVER, that the Executive shall
be permitted to acquire a stock interest in such a corporation
PROVIDED such stock is publicly traded and the stock so acquired
does not represent more than one percent of the outstanding shares
of such corporation.
(b) In the event the agreement in this Section 8 shall be determined by
any court of competent jurisdiction to be unenforceable by reason of
its extending for too great a period of time or over too great a
geographical area or by reason of its being too extensive in any
other respect, it shall be interpreted to extend only over the
maximum period of time for which it may be enforceable, and/or over
the maximum geographical area as to which it may be enforceable
and/or to the maximum extent in all other respects as to which it
may be enforceable, all as determined by such court in such action.
9. Nondisclosure of Proprietary Information.
(a) Except as required in the faithful performance of the Executive's
duties hereunder or pursuant to subsection (c), the Executive shall,
in perpetuity, maintain in confidence and shall not directly,
indirectly or otherwise, use, disseminate, disclose or publish, or
use for his benefit or the benefit of any person, firm, corporation
or other entity any confidential or proprietary information or trade
secrets of or relating to the Company, including, without
limitation, information with respect to the Company's operations,
processes, products, inventions, business practices, finances,
principals, vendors, suppliers, customers, potential customers,
marketing methods, costs, prices, contractual relationships,
regulatory status, compensation paid to employees or other terms of
employment, except for such information which is or becomes publicly
available other than as a result of a breach by the Executive of
this Section 9, or deliver to any person, firm, corporation or other
entity any document, record, notebook, computer program or similar
repository of or containing any such confidential or proprietary
information or trade secrets. The parties hereby stipulate and agree
that as between them the foregoing matters are important, material
and confidential proprietary information and trade secrets and
affect the successful conduct of the businesses of the Company (and
any successor or assignee of the Company).
(b) Upon termination of the Executive's employment with the Company for
any reason, the Executive shall promptly deliver to the Company all
correspondence, drawings, manuals, letters, notes, notebooks,
reports, programs, plans, proposals, financial documents, or any
other documents concerning the Company's customers, business plans,
marketing strategies, products or processes and/or which contain
proprietary information or trade secrets.
(c) The Executive may respond to a lawful and valid subpoena or other
legal process but shall give the Company the earliest possible
notice thereof, shall, as much in advance of the return date as
possible, make available to the Company and its counsel the
documents and other information sought and shall assist such counsel
in resisting or otherwise responding to such process.
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10. INJUNCTIVE RELIEF.
It is recognized and acknowledged by the Executive that a breach of the
covenants contained in Sections 8 and 9 will cause irreparable damage to
the Company and its goodwill, the exact amount of which will be difficult
or impossible to ascertain, and that the remedies at law for any such
breach will be inadequate. Accordingly, the Executive agrees that in the
event of a breach of any of the covenants contained in Sections 8 and 9,
in addition to any other remedy which may be available at law or in
equity, the Company shall be entitled to specific performance and
injunctive relief.
11. SURVIVAL.
The expiration or termination of the Term shall not impair the rights or
obligations of any party hereto which shall have accrued hereunder prior
to such expiration.
12. BINDING ON SUCCESSORS.
This Agreement shall be binding upon and inure to the benefit of the
Company, the Executive and their respective successors, assigns, personnel
and legal representatives, executors, administrators, heirs, distributees,
devisees, and legatees, as applicable.
13. GOVERNING LAW.
This Agreement shall be governed, construed, interpreted and enforced in
accordance with the substantive laws of the State of New York.
14. VALIDITY.
The invalidity or unenforceability of any provision or provisions of this
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.
15. NOTICES.
Any notice, request, claim, demand, document or other communication
hereunder to any party shall be effective upon receipt (or refusal of
receipt) and shall be in writing and delivered personally or sent by
telex, telecopy, or certified or registered mail, postage prepaid, as
follows:
(a) If to the Company, to:
TransDigm Holding Company
00000 Xxxxxxx Xxxxxx Xxxxxxx
Xxxxxxxx Xxxxxxx, Xxxx 00000
Attention: Corporate Secretary
with copies to:
Odyssey Investment Partners Fund, LP
000 Xxxx Xxxxxx
Xxxx Tower, 38th Floor
New York, New York 10017
Attention: Xxxxxxx Xxxxxxx
and
Xxxxxx & Xxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxx, Esq.
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(b) If to the Executive, to him at the address set forth below under his
signature, with a copy to:
Shearman & Sterling
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxxxxx, Esq.
or at any other address as any party shall have specified by notice
in writing to the other party in accordance with this Section 15.
16. COUNTERPARTS.
This Agreement may be executed in several counterparts, each of which
shall be deemed to be an original, but all of which together shall
constitute one and the same Agreement.
17. ENTIRE AGREEMENT.
The terms of this Agreement, together with the Management Stockholders'
Agreement, the Option Plan and the Option Agreements, are intended by the
parties to be the final expression of their agreement with respect to the
employment of the Executive by the Company and may not be contradicted by
evidence of any prior or contemporaneous agreement. The parties further
intend that this Agreement, and the aforementioned contemporaneous
documents, shall constitute the complete and exclusive statement of its
terms and that no extrinsic evidence whatsoever may be introduced in any
judicial, administrative, or other legal proceeding to vary the terms of
this Agreement. Notwithstanding any of the foregoing to the contrary, in
the event of a conflict between the terms of this Agreement and the
Management Stockholders' Agreement, the terms of this Agreement shall
govern.
18. AMENDMENTS; WAIVERS.
This Agreement may not be modified, amended, or terminated except by an
instrument in writing, signed by the Executive and the Chairman of the
Compensation Committee. By an instrument in writing similarly executed,
the Executive or the Company may waive compliance by the other party or
parties with any provision of this Agreement that such other party was or
is obligated to comply with or perform; PROVIDED, HOWEVER, that such
waiver shall not operate as a waiver of, or estoppel with respect to, any
other or subsequent failure. No failure to exercise and no delay in
exercising any right, remedy or power hereunder shall preclude any other
or further exercise of any other right, remedy or power provided herein or
by law or in equity.
19. NO INCONSISTENT ACTIONS.
The parties hereto shall not voluntarily undertake or fail to undertake
any action or course of action inconsistent with the provisions or
essential intent of this Agreement. Furthermore, it is the intent of the
parties hereto to act in a fair and reasonable manner with respect to the
interpretation and application of the provisions of this Agreement.
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20. ARBITRATION.
Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration, conducted before a
panel of three arbitrators in New York, New York, in accordance with the
rules of the American Arbitration Association then in effect. Judgment may
be entered on the arbitrator's award in any court having jurisdiction;
PROVIDED, HOWEVER, that the Company shall be entitled to seek a
restraining order or injunction in any court of competent jurisdiction to
prevent any continuation of any violation of the provisions of Section 8
or 9 of this Agreement and the Executive hereby consents that such
restraining order or injunction may be granted without the necessity of
the Company's posting any bond; and PROVIDED FURTHER, that the Executive
shall be entitled to seek specific performance of his right to be paid
until the Date of Termination during the pendency of any dispute or
controversy arising under or in connection with this Agreement. Each of
the parties hereto shall bear its share of the fees and expenses of any
arbitration hereunder.
21. INDEMNIFICATION AND INSURANCE; LEGAL EXPENSES.
(a) During the Term and so long as the Executive has not breached any of
his obligations set forth in Sections 8 and 9, the Company shall
indemnify the Executive to the fullest extent permitted by the laws
of the State of Delaware, as in effect at the time of the subject
act or omission, and shall advance to the Executive reasonable
attorneys' fees and expenses as such fees and expenses are incurred
(subject to an undertaking from the Executive to repay such advances
if it shall be finally determined by a judicial decision which is
not subject to further appeal that the Executive was not entitled to
the reimbursement of such fees and expenses) and he shall be
entitled to the protection of any insurance policies the Company
shall elect to maintain generally for the benefit of its directors
and officers ("Directors and Officers Insurance") against all costs,
charges and expenses incurred or sustained by him in connection with
any action, suit or proceeding to which he may be made a party by
reason of his being or having been a director, officer or employee
of the Company or any of its subsidiaries or his serving or having
served any other enterprise as a director, officer or employee at
the request of the Company (other than any dispute, claim or
controversy arising under or relating to this Agreement). The
Company covenants to maintain during the Term for the benefit of the
Executive (in his capacity as an officer and director of the
Company) Directors and Officers Insurance providing customary
benefits to the Executive.
(b) The Company shall pay the Executive's reasonable fees and costs
incurred in connection with the preparation and negotiation of this
Agreement, the Option Plan, the Option Agreement that pertains to
Options granted under the Option Plan and the Management
Stockholders' Agreement.
[signature page follows]
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date and
year first above written.
TRANSDIGM HOLDING COMPANY
By:
---------------------------------------
Xxxxxxx Xxxxxx
Title: Chairman of the Compensation Committee
EXECUTIVE
--------------------------------------------
W. Xxxxxxxx Xxxxxx
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Address
Accepted and agreed to for purposes of Section 3(b)
ODYSSEY INVESTMENT PARTNERS FUND, LP
By: ODYSSEY CAPITAL PARTNERS, LLC,
its general partner
By:
--------------------------------------------
Name:
Title:
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