EMPLOYMENT AGREEMENT
THIS AGREEMENT dated this 1st day of August, 2000 by and between TRIUMPH
GROUP, INC., a Delaware corporation (the "Company"), and Xxxxxxxx X. Xxxxxxx
("Executive").
WITNESSETH:
WHEREAS, Executive has been elected Vice President of the Company 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 serve the Company during such period upon
the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises in the mutual agreements
herein contained, the Company and Executive hereby agree as follows:
(i) TERMS OF EMPLOYMENT. The Company hereby agrees to employ Executive, and
Executive agrees to be employed by the Company, for a term commencing on August
1, 2000 (the "Effective Date") and ending on July 31, 2003 (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 Vice President 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 Chief Executive Officer of the Company, and shall have such
duties, responsibilities and authority as are delegated to him by the
Chief Executive Officer. The Executive's primary place of employment during
the Period of Employment shall be Wayne, 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 $220,000 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
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 duty
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.
(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.
(i) 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 willful 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.
(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 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
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;
(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 Executive
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 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.
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 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 canceled except by a writing signed by each party hereto. No waiver by either
party hereto at any 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/ Xxxxxxx X. Ill
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Xxxxxxx X. Ill
Title: President & Ceo
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Executive: /s/ Xxxxxxxx X. Xxxxxxx
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