EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (“Agreement”), effective as of the 1st day of June, 2010 (the
“Effective Date”), is by and between SPIRIT AEROSYSTEMS, INC., a Delaware corporation (the
“Company”), and Xxxxxxxx X. Xxxxxxx (the “Employee”).
Recitals
WHEREAS, the Company is engaged in the manufacture, fabrication, maintenance, repair,
overhaul, and modification of aircraft and aircraft components and markets and sells its services
and products to its customers throughout the world (the “Business”); and
WHEREAS, the Company desires to hire the Employee as its Senior Vice President, General
Counsel & Secretary and to perform such other services as the Company may direct; and
WHEREAS, in the course of performing the Employee’s duties for the Company, the Employee is
likely to gain certain confidential and proprietary information belonging to the Company, develop
relationships that are vital to the Company’s goodwill, and acquire other important benefits to
which the Company has a protectable interest; and
WHEREAS, the Company has agreed to hire the Employee and the Employee has agreed to accept
such employment by the Company upon the terms, conditions, and restrictions contained in this
Agreement.
Agreement
NOW THEREFORE, in consideration of the foregoing, and the representations, warranties, and
covenants hereinafter, the parties hereto agree as follows:
Section 1. Employment. In reliance on the representations and warranties made herein, the
Company hereby hires the Employee to be its Senior Vice President, General Counsel and Secretary,
reporting to the Company’s Chief Executive Officer (CEO) and to perform such duties and services in
and about the business of the Company as may from time to time be assigned to the Employee. The
job title and duties referred to in the preceding sentence may be changed by the Company in the
Company’s sole discretion at any time. The Employee will devote the Employee’s full time to this
employment. The Employee’s employment hereunder will commence on the Effective Date and shall
continue until termination of the Agreement in accordance with its terms (the “Employment Period”).
Section 2. Performance. The Employee will use the Employee’s best efforts and skill to
faithfully enhance and promote the welfare and best interests of the Company. The Employee shall
strictly obey all rules and regulations of the Company, follow all laws and regulations of
appropriate government authorities, and be governed by reasonable decisions and instructions of the
Company as are consistent with the job duties as described above.
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Section 3. Licensing. Employee must maintain an appropriate license to provide legal
services in the State of Kansas as an employee of the Company. Company will reimburse Employee for
annual licensing requirements and fees for Kansas and Missouri bar memberships.
Section 4. Compensation. Except as otherwise provided for herein, for all services to be
performed by the Employee in any capacity hereunder, including without limitation any services as
an officer, director, member of any committee, or any other duties assigned to the Employee,
throughout the Employment Period the Company shall pay or provide the Employee with the following,
and the Employee will accept the same, as compensation for the performance of the Employee’s
undertakings and the services to be rendered by the Employee:
(a) Base Salary. Initially, the Employee will be entitled to an annual salary of Two
Hundred Ten Thousand Dollars ($210,000) (the “Base Salary”), which will be paid in accordance with
the Company’s policies and procedures. The Base Salary will not be reduced during the first year
after the Effective Date, unless the salaries of other comparable-level executives with the Company
are also reduced. Thereafter, the Base Salary may be changed from time to time based on the
Employee’s and the Company’s performance, which may include, without limitation, participation in a
periodic salary evaluation program on the same basis as other employees of the Company of similar
position.
(b) Annual Incentive Compensation. The Employee will be provided incentive
compensation (either in cash or common stock of the Company’s parent), as specified by the
administrative committee of the Spirit AeroSystems Holdings, Inc. Short-Term Incentive Plan (the
“STIP”), pursuant to and in accordance with the terms and conditions of the STIP. The 2010 plan
year incentives will be 120% of Base Salary, if target performance goals are reached, and 240% of
Base Salary, if outstanding performance goals are reached. If target performance goals are not
reached, the Employee will only be entitled to incentive compensation (if any) otherwise provided
by the STIP and Company policy. The Employee will be fully qualified to participate at the
above-described percentages of Base Salary in the STIP for 2010 (which year shall not be
pro-rated).
(c) Long-Term Incentive Plan. During 2011, the Employee will receive an award of
shares of common stock of Spirit AeroSystems Holdings, Inc. (“Holdings”) under the Spirit
AeroSystems Holdings, Inc. Long-Term Incentive Plan (the “LTIP”), the value of which equals (as
determined under such conventions and rules as Holdings board of directors or the LTIP
administrative committee may adopt) 170% of the Employee’s Base Salary, subject to and in
accordance with the terms and provisions of the LTIP and the terms and conditions established with
respect to such award by the Holdings board of directors and the LTIP administrative committee
(including, but not limited to, a vesting schedule). This award will be further subject to, and
conditioned upon, approval of the award by the Holdings board of directors.
(d) Employee previously received Relocation Expenses when she was first employed by Employer.
All payments in reimbursement of Relocation Expenses were conditioned upon the Employee remaining
employed by the Company for a period of two years after her initial employment of January 19, 2009.
That condition continues to apply, and all such amounts must be repaid to the Company by the
Employee in the event such condition is not satisfied, unless
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Employee’s employment is terminated by the Company without Cause. Upon termination of
Employee’s employment with the Company within two years after her initial employment (other than
termination of Employee’s employment by the Company without Cause), the Company may deduct from
Employee’s paycheck(s) or other amounts owed to Employee the amount of all payments in
reimbursement of Relocation Expenses (or any other advances previously made to Employee). To the
extent such deductions are insufficient to fully reimburse the Company, Employee will be liable to
the Company for the balance.
(e) Other Benefit Plans. The Employee shall also participate in the Company’s other
employee benefit plans, policies, practices, and arrangements, as the same may be offered to the
Employee from time to time, including, without limitation, (i) any defined benefit retirement plan,
excess or supplementary plan, profit-sharing plan, savings plan, health and dental plan, disability
plan, survivor-income and life-insurance plan, executive-financial-planning program, or other
arrangement, or any successors thereto; (ii) the STIP and the LTIP; and (iii) such other benefit
plans as the Company may establish or maintain from time to time (collectively the “Benefit
Plans”). The Employee’s entitlement to any other compensation or benefits will be determined in
accordance with the terms and conditions of the Benefit Plans and other applicable programs,
practices, and arrangements then in effect.
(f) Earned Time Off. The Employee will be provided with twenty-one days of earned
time off each year and all paid holidays, as determined in accordance with the Company’s policies
and practices in effect from time to time.
(g) Fringe Benefits. The Employee will be provided with all other fringe benefits and
perquisites in accordance with the Company’s policies, as the same may be amended from time to
time.
(h) Withholding Taxes. The Company will have the right to deduct from all payments
made to the Employee hereunder any federal, state, or local taxes required by law to be withheld.
(i) Expenses. During the Employee’s employment, the Company will promptly pay or
reimburse the Employee for all reasonable out-of-pocket expenses incurred by the Employee in the
performance of duties hereunder in accordance with the Company’s policies and procedures then in
effect.
Section 5. Restrictions.
(a) Acknowledgements. The Employee acknowledges and agrees that: (1) during the term
of the Employee’s employment, because of the nature of the Employee’s responsibilities and the
resources provided by the Company, the Employee will acquire valuable and confidential skills,
information, trade secrets, and relationships with respect to the Company’s business practices and
operations; (2) the Employee may develop on behalf of the Company a personal acquaintance and/or
relationship with various persons, including, but not limited to, customers and suppliers, which
acquaintances may constitute the Company’s only contact with such persons, and, as a consequence of
the foregoing, the Employee will occupy a position of trust
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and confidence with respect to the Company’s affairs; (3) the Business involves the marketing
and sale of the Company’s products and services to customers throughout the entire world, the
Company’s competitors, both in the United States and internationally, consist of both domestic and
international businesses, and the services to be performed by the Employee for the Company involve
aspects of both the Company’s domestic and international business; and (4) it would be impossible
or impractical for the Employee to perform the Employee’s duties for the Company without access to
the Company’s confidential and proprietary information and contact with persons that are valuable
to the goodwill of the Company.
(b) Reasonableness. In view of the foregoing and in consideration of the remuneration
to be paid to the Employee, the Employee agrees that it is reasonable and necessary for the
protection of the goodwill and business of the Company that the Employee make the covenants
contained in this Agreement regarding the conduct of the Employee during and subsequent to the
Employee’s employment by the Company, and that the Company will suffer irreparable injury if the
Employee engages in conduct prohibited by this Agreement.
(c) Non-Compete.
(i) During the term of the Employee’s employment by the Company, neither the Employee
nor any other person or entity with the Employee’s assistance nor any entity in which the
Employee directly or indirectly has any interest of any kind (without limitation) will,
anywhere in the world, directly or indirectly, own, manage, operate, control, be employed
by, solicit sales for, invest in, participate in, advise, consult with, or be connected with
the ownership, management, operation, or control of any business which is engaged, in whole
or in part, in the Business, or any business that is competitive therewith or any portion
thereof, except for the exclusive benefit of the Company.
(ii) For a period of two years after termination of the Employee’s employment by the
Company, neither the Employee nor any other person or entity with the Employee’s assistance
nor any entity in which Employee directly or indirectly has any interest of any kind
(without limitation) will, anywhere in the world, directly or indirectly, own, manage,
operate, control, be employed by, solicit sales for, invest in, participate in, advise,
consult with, or be connected with the ownership, management, operation, or control of any
business which is engaged, in whole or in part, in the Business, or any business that is
competitive therewith or any portion thereof, except that this covenant will not prevent the
Employee from assuming any position in which the Employee provides legal advice or counsel
pursuant to an attorney-client relationship, subject to the restrictions set forth below.
(iii) Following termination of the Employee’s employment by the Company, if the
Employee assumes a position in which the Employee provides legal advice or counsel pursuant
to an attorney-client relationship, the Employee will comply with all rules of ethics and
professional responsibility governing the legal profession. Specifically, but without
limiting the foregoing, the Employee will not reveal information relating to the Employee’s
prior representation of the Company unless the Company consents after consultation. The
Employee will not represent any party in the same or substantially
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related matters in which that party’s interests are materially adverse to the interests
of the Company, unless the Company consents after consultation. Further, the Employee will
not use information relating to the Employee’s prior representation of the Company to the
disadvantage of the Company.
(iv) The Employee will not be deemed to have breached the provisions of this Section
5(c) solely by reason of holding, directly or indirectly, not greater than 2% of the
outstanding securities of a company listed on or through a national securities exchange.
(d) Non-Solicitation. In addition, during the term of the Employee’s employment by
the Company and for a period of two years after termination of such employment, neither the
Employee nor any person or entity with the Employee’s assistance nor any entity that the Employee
or any person with the Employee’s assistance or any person who the Employee directly or indirectly
controls will, directly or indirectly, (1) solicit or take any action to induce any employee to
quit or terminate their employment with the Company or the Company’s affiliates, or (2) employ as
an employee, independent contractor, consultant, or in any other position, any person who was an
employee of the Company or the Company’s affiliates during the aforementioned period.
(e) Confidentiality. Without the express written consent of the Company, the Employee
will not at any time (either during or after the termination of the term of the Employee’s
employment) use (other than for the benefit of the Company) or disclose to any other person or
business entity proprietary or confidential information concerning the Company, the Company’s
parent, or any of their affiliates, or the Company’s, the Company’s parent’s, or any of their
affiliates’ trade secrets or inventions of which the Employee has gained knowledge during the
Employee’s employment with the Company. This paragraph will not apply to any such information
that: (1) the Employee is required to disclose by law; (2) has been otherwise disseminated,
disclosed, or made available to the public; or (3) was obtained after the Employee’s employment
with the Company ended and from some source other than the Company, which source was under no
obligation of confidentiality.
(f) Effect of Breach. The Employee agrees that a breach of this Section 5 cannot
adequately be compensated by money damages and, therefore, the Company will be entitled, in
addition to any other right or remedy available to it (including, but not limited to, an action for
damages), to an injunction restraining such breach or a threatened breach and to specific
performance of such provisions, and the Employee hereby consents to the issuance of such injunction
and to the ordering of specific performance, without the requirement of the Company to post a bond
or other security.
(g) Other Rights Preserved. Nothing in this Section eliminates or diminishes rights
which the Company may have with respect to the subject matter hereof under other agreements, the
governing statutes, or under provisions of law, equity, or otherwise. Without limiting the
foregoing, this Section does not limit any rights the Company may have under any agreement with the
Employee regarding trade secrets and confidential information.
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Section 6. Termination. This Agreement shall terminate upon the following circumstances:
(a) Without Cause. At any time at the election of either Employee or the Company for
any reason or no reason, without cause, but subject to the provisions of this Agreement. It is
expressly understood that Employee’s employment is strictly “at will.”
(b) Cause. At any time at the election of the Company for Cause. “Cause” for this
purpose means (i) Employee committing a material breach of this Agreement or acts involving moral
turpitude, including fraud, dishonesty, disclosure of confidential information, or the commission
of a felony, or direct and deliberate acts constituting a material breach of Employee’s duty of
loyalty to the Company; (ii) Employee willfully or continuously refusing to perform the material
duties reasonably assigned to Employee by the Company that are consistent with the provisions of
this Agreement and not resulting from a Disability; (iii) the inability of Employee to obtain and
maintain appropriate United States security clearances; or (iv) the Employee’s failure to hold or
maintain an appropriate license to provide legal services in the State of Kansas as an employee of
the Company.
(c) Disability. Employee’s death or Employee’s being unable to render the services
required to be rendered by Employee for a period of one hundred eighty (180) days during any
twelve-month period (“Disability”).
Section 7. Effect of Termination.
(a) If Employee’s employment is terminated (i) by Employee, or (ii) by the Company for Cause,
the Company will pay Employee’s compensation only through the last day of the Employment Period
(less any amounts the Company may off-set or deduct as specified in this Agreement or as otherwise
permitted), and, except as may otherwise be expressly provided in this Agreement or in any Benefit
Plan, the Company will have no further obligation to Employee.
(b) If Employee’s employment is terminated by the Company before the expiration of one (1)
year after the Effective Date for any reason other than Cause and for so long as Employee is not in
breach of Employee’s continuing obligations under Section 5, the Company will (i) continue to pay
Employee an amount equal to Employee’s Base Salary in effect immediately before termination of
Employee’s employment for a period of 12 months (less any amounts the Company may off-set or deduct
as specified in this Agreement or as otherwise permitted), and (ii) pay the costs of COBRA medical
and dental benefits coverage which are offered to Employee after termination for a period of 12
months. Except as may otherwise be expressly provided in this Agreement or in any Benefit Plan,
the Company will have no further obligation to Employee.
(c) On termination of employment, Employee shall deliver all trade secret, confidential
information, records, notes, data, memoranda, and equipment of any nature that are in Employee’s
possession or under Employee’s control and that are the property of the Company or relate to the
business of the Company, and Employee shall pay to the Company any amounts due and owing from
Employee to the Company as specified in this Agreement.
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(d) Employee’s obligation under Section 4(d) and Section 5 through Section 10 of this
Agreement shall survive the expiration or termination of this Agreement.
Section 8. Representations and Warranties.
(a) No Conflicts. The Employee represents and warrants to the Company that the
Employee is under no duty (whether contractual, fiduciary, or otherwise) that would prevent,
restrict, or limit the Employee from fully performing all duties and services for the Company, and
the performance of such duties and services will not conflict with any other agreement or
obligation to which the Employee is bound.
(b) No Hardship. The Employee represents and acknowledges that the Employee’s
experience and/or abilities are such that observance of the covenants contained in this Agreement
will not cause the Employee any undue hardship and will not unreasonably interfere with the
Employee’s ability to earn a livelihood.
Section 9. Alternative Dispute Resolution.
(a) Mediation. The Employee and the Company agree to submit, prior to arbitration,
all unsettled claims, disputes, controversies, and other matters in question between them arising
out of or relating to this Agreement (including but not limited to any claim that the Agreement or
any of its provisions is invalid, illegal, or otherwise voidable or void) or the dealings or
relationship between the Employee and the Company (“Disputes”) to mediation in Wichita, Kansas and
in accordance with the Commercial Mediation Rules of the American Arbitration Association currently
in effect. The mediation will be private, confidential, voluntary, and nonbinding. Any party may
withdraw from the mediation at any time before signing a settlement agreement upon written notice
to each other party and to the mediator. The mediator will be neutral and impartial. The mediator
will be disqualified as a witness, consultant, expert, or counsel for either party with respect to
the matters in Dispute and any related matters. The Company and the Employee will pay their
respective attorneys’ fee and other costs associated with the mediation, and the Company and the
Employee will equally bear the costs and fees of the mediator. If a Dispute cannot be resolved
through mediation within ninety (90) days of being submitted to mediation, the parties agree to
submit the Dispute to arbitration.
(b) Arbitration. Subject to Section 9(a), all Disputes will be submitted for binding
arbitration to the American Arbitration Association on demand of either party. Such arbitration
proceeding will be conducted in Wichita, Kansas and, except as otherwise provided in this
Agreement, will be heard by one (1) arbitrator in accordance with the Commercial Arbitration Rules
of the American Arbitration Association then in effect. All matters relating to arbitration will
be governed by the federal Arbitration Act (9 U.S.C. §§ 1 et seq.) and not by any state arbitration
law. The arbitrator will have the right to award or include in the arbitrator’s award any relief
which the arbitrator deems proper under the circumstances, including, without limitation, money
damages (with interest on unpaid amounts from the date due), specific performance, injunctive
relief, and reasonable attorneys’ fees and costs, provided that the arbitrator will not have the
right to amend or modify the terms of this Agreement. The award
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and decision of the arbitrator will be conclusive and binding upon all parties hereto, and
judgment upon the award may be entered in any court of competent jurisdiction. Except as specified
above, the Company and the Employee will pay their respective attorneys’ fees and other costs
associated with the arbitration, and the Company and the Employee will equally bear the costs and
fees of the arbitrator.
(c) Confidentiality. The Employee and the Company agree that they will not disclose,
or permit those acting on their behalf to disclose, any aspect of the proceedings under Section
9(a) and Section 9(b), including but not limited to the resolution or the existence or amount of
any award, to any person, firm, organization, or entity of any character or nature, unless divulged
(i) to an agency of the federal or state government, (ii) pursuant to a court order, (iii) pursuant
to a requirement of law, (iv) pursuant to prior written consent of the Company or the Employee, or
(v) pursuant to a legal proceeding to enforce a settlement agreement or arbitration award. This
provision is not intended to prohibit nor does it prohibit the Employee’s or the Company’s
disclosures of the terms of any settlement or arbitration award to their attorney(s),
accountant(s), financial advisor(s), or family members, provided that they comply with the
provisions of this paragraph.
(d) Injunctions. Notwithstanding anything to the contrary contained in this Section 9,
the Company and the Employee will have the right in a proper case to obtain temporary restraining
orders and temporary or preliminary injunctive relief from a court of competent jurisdiction;
provided, however, that the Company and the Employee must contemporaneously submit the
Disputes for non-binding mediation under Section 9(a) and then for arbitration under Section 9(b)
on the merits as provided herein if such Disputes cannot be resolved through mediation.
Section 10. General.
(a) Notices. All notices required or permitted under this Agreement must be in
writing and may be made by personal delivery or facsimile transmission, effective on the day of
such delivery or receipt of such transmission, or may be mailed by registered or certified mail,
effective two (2) days after the date of mailing, addressed as follows:
To the Company:
Spirit AeroSystems, Inc.
Attention: Senior Vice President, Administration and Human Resources
3801 X. Xxxxxx
P.O. Box 780008, Mail Code X00-00
Xxxxxxx, XX 00000-0000
Facsimile Number: (000) 000-0000
Attention: Senior Vice President, Administration and Human Resources
3801 X. Xxxxxx
P.O. Box 780008, Mail Code X00-00
Xxxxxxx, XX 00000-0000
Facsimile Number: (000) 000-0000
or such other person or address as designated in writing to the Employee.
To the Employee:
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Xxxxxxxx X. Xxxxxxx
at the Employee’s last known residence address or to such other address as designated by the
Employee in writing to the Company.
(b) Successors. Neither this Agreement nor any right or interest therein will be
assignable or transferable (whether by pledge, grant of a security interest, or otherwise) by
Employee or Employee’s beneficiaries or legal representatives, except by will, by the laws of
descent and distribution, or inter vivos revocable living grantor trust as Employee’s
beneficiaries. This Agreement will be binding upon and will inure to the benefit of the Company,
its successors and assigns, and Employee and will be enforceable by them and Employee’s heirs,
legatees, and legal personal representatives. If Employee dies during the term of this Agreement,
the obligation to pay salary and provide benefits will immediately cease; and, absent actual notice
of any probate proceeding, the Company will pay any compensation due for the period preceding
Employee’s death to the following person(s) in order of preference: (i) spouse of Employee; (ii)
children of Employee eighteen years of age and over, in equal shares; (iii) father, mother,
sisters, and brothers, in equal shares; or (d) the person to whom funeral expenses are due. Upon
payment of such sum, the Company will be relieved of all further obligations hereunder.
(c) Waiver, Modification, and Interpretation. No provisions of this Agreement may be
modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in a
writing signed by Employee and an appropriate officer of the Company empowered to sign the same by
the Board of Directors of the Company. No waiver by either party at any time of any breach by the
party of, or compliance with, any condition or provision of this Agreement to be performed by the
other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same
time or at any prior or subsequent time. The validity, interpretation, construction, and
performance of this Agreement will be governed by the laws of the State of Kansas, except that the
corporate law of the state of incorporation of the Company’s parent will govern issues related to
the issuance of shares of its common stock. Except as provided in Section 9, any action brought to
enforce or interpret this Agreement will be maintained exclusively in the state and federal courts
located in Wichita, Kansas.
(d) Interpretation. The headings contained herein are for reference purposes only and
will not in any way affect the meaning or interpretation of any provision of this Agreement. No
provision of this Agreement will be interpreted for or against any party hereto on the basis that
such party was the draftsman of such provision; and no presumption or burden of proof will arise
disfavoring or favoring any party by virtue of the authorship of any of the provisions of this
Agreement.
(e) Counterparts. The Company and Employee may execute this Agreement in any number
of counterparts, each of which will be deemed to be an original but all of which will constitute
but one instrument. In proving this Agreement, it will not be necessary to produce or account for
more than one such counterpart.
(f) Invalidity of Provisions. If a court of competent jurisdiction declares that any
provision of this Agreement is invalid, illegal, or unenforceable in any respect, and if the rights
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and obligations of the parties to this Agreement will not be materially and adversely affected
thereby, in lieu of such illegal, invalid, or unenforceable provision the court may add as a part
of this Agreement a legal, valid, and enforceable provision as similar in terms to such illegal,
invalid, or unenforceable provision as is possible. If such court cannot so substitute or declines
to so substitute for such invalid, illegal, or unenforceable provision, (i) such provision will be
fully severable; (ii) this Agreement will be construed and enforced as if such illegal, invalid, or
unenforceable provision had never comprised a part hereof; and (iii) the remaining provisions of
this Agreement will remain in full force and effect and not be affected by the illegal, invalid, or
unenforceable provision or by its severance herefrom. The covenants contained in this Agreement
will each be construed to be a separate agreement independent of any other provision of this
Agreement, and the existence of any claim or cause of action of Employee against the Company,
predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the
Company of any of said covenants.
(g) Entire Agreement. This Agreement (together with the documents expressly
referenced herein) constitutes the entire agreement between the parties, supersedes in all respects
any prior agreement between the Company and Employee and may not be changed except by a writing
duly executed and delivered by the Company and Employee in the same manner as this Agreement.
(h) No Deferral of Compensation. The salary continuation amounts payable to the
Employee after separation from service under Section 7(b) (if any) are intended to be exempt from
the definition of “deferred compensation” for purposes of Internal Revenue Code (“Code”) Section
409A as amounts payable only in the invent of involuntary termination without Cause. In the event
the total of the salary continuation amounts payable to Employee after termination of employment
under Section 7(b) (if any) will exceed two times the lesser of (i) Employee’s annualized base
salary for the calendar year immediately preceding the calendar year in which Employee’s employment
terminates, or (ii) the dollar amount in effect under Code Section 401(a)(17) for the year in which
Employee terminates employment, then all such amounts will be paid to Employee in equal
semi-monthly installments on the first and fifteenth days of each month (or the first business day
following any such day, if such day is not a business day) for a period of 12 months, commencing
with the first day of the month after termination of Employee’s employment, and payment of such
amounts may not be accelerated. This subsection and the terms of this Agreement are intended to
comply with, and will be interpreted and construed in accordance with and in a manner that complies
with, the requirements of Code Section 409A.
(i) Indemnity. The Company will indemnify Employee to the same extent the Company
indemnifies other comparable level executives of the Company consistent with the Company Articles
of Incorporation and Bylaws.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date and
year first written above.
| SPIRIT AEROSYSTEMS, INC. | ||||||
By:
|
|
|
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Name:
|
|
Xxxxxxxx X. Xxxxxxx | ||||
Title: |
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| “Company” | “Employee” | |||||
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