CONSULTING AGREEMENT
This CONSULTING
AGREEMENT dated this 30th day of April, 2009, by and between
Curtiss-Wright Corporation, a Delaware corporation (the "Company")
and Edward Bloom ("Bloom").
WITNESSETH:
WHEREAS, Bloom has
been serving as the Vice President of the Company and President of
Metal Improvement Company, LLC (“MIC”);
WHEREAS, Bloom
desires to retire from his positions as the Vice President of the
Company, and President of MIC, and otherwise as an employee and
officer of the Company and all of its affiliates effective as of
April 30, 2009, (the “Retirement Date”);
WHEREAS, the parties hereto desire that,
commencing after the Retirement Date, Bloom will serve as a
consultant to the Company as set forth herein; and
WHEREAS, the parties
desire to set forth the exact nature and the amount of compensation
and benefits to be provided to Bloom in respect of his prior
service as an employee and his consulting services to the
Company.
NOW THEREFORE, the
parties hereto agree as follows:
1.1
Retirement from Position as Vice President .
Bloom hereby confirms
his retirement from his position as Vice President of the Company
and hereby resigns, effective as of the Retirement Date, from all
of his other positions as an officer of the Company and as a
director and officer of each of its affiliates and, effective as of
the Retirement Date, Bloom shall cease to be an employee of the
Company and each of its affiliates for all
purposes. Following the Retirement Date, Bloom shall
continue to serve the Company as a consultant as provided for
herein.
1.2.
Related Matters to Retirement .
(b)
Medical, Dental and Prescription Benefits; Certain Insurance
Benefits . During the period commencing on the
Retirement Date and ending on April 30, 2012, the Company shall
continue on behalf of Bloom and his spouse the highest level of
medical, dental, vision, and prescription drug benefits as provided
to its current active employees; however, for purposes of the
medical plan, Medicare shall be Consultant’s
primary insurance
with the Company’s medical insurance being
secondary. During the "Consulting Period," as
defined in Section 2.1 of this Agreement, Bloom shall also be
entitled to that business travel accident and worker's compensation
insurance which the Company offers consultants to the Company in
the ordinary course of business, paid at Company expense.
(c)
Automobile . The Company shall provide Bloom through the
Consulting Period with the use of his Company provided automobile
and cover all expenses related thereto in accordance with the
Company’s automobile policy, and then at the expiration of
this Agreement, or any extension thereafter, offer to sell to Bloom
the automobile currently provided to him by the Company, at
wholesale value, in accordance with the terms of the Company's
automobile policy.
(d)
Financial Counseling . During the period
extending from the date of this Agreement through the Consulting
Period, the Company will continue to provide Bloom with financial
counseling services from the financial group then retained by the
Company to provide such services to its active senior executives,
such services to be provided at the expense of the Company and in
accordance with the Company’s financial planning policy.
(e)
Executive Physical . During the period extending
from the date of this Agreement through the Consulting Period, the
Company will continue to provide Bloom with an executive physical
for him and his spouse from the executive physical clinic then
retained by the Company to provide such services to its active
senior executives, such services to be provided at the expense of
the Company and in accordance with the Company’s executive
physical policy.
(e)
Withholding . The Company shall have the right to deduct
from any amounts payable under this Section 1.2, any taxes or other
amounts required by law to be withheld.
2.1.
Consulting Services .
During the period
commencing on May 1, 2009 and ending on April 30, 2012,
(the "Consulting Period"), Bloom agrees to serve the Company as a
consultant and render such advisory and consulting services to the
Company and its affiliates in connection with the business of the
Company and its affiliates as may reasonably be requested by the
Board or the Chief Executive Officer of the Company, having due
regard to Bloom’s health, residence and personal
circumstances at the time, in connection with any matter with
respect to which he has experience or special competence by reason
of
his prior employment
with the Company (the “Consulting
Services”). The Consulting Services shall be
rendered at such locations as shall be mutually convenient to the
Company and Bloom. The Company agrees that the
Consulting Services shall be appropriate for a former Vice
President of the Company. This Agreement may be
renewed on its terms for two (2) additional periods of one (1) year
each with the approval of the Executive Compensation Committee of
the Board of Directors.
(a) In
consideration for the Consulting Services to be provided the
Company and for the acceptance of the terms contained in this
Agreement, provided Bloom is then available to perform Consulting
Services for the Company, and provided further, that Bloom is not
in breach of, or has not committed a material breach (which has not
been cured), of any of the covenants contained in Section 3.1
hereof, the Company shall pay Bloom, in equal monthly installments,
a consulting fee at the annual rate of $292,500.00 (the
“Consulting Fees”).
(b) Bloom
shall also be entitled to an annual incentive payment with a
maximum value of $161,000 (“Performance
Bonus”). The Performance Bonus shall be
based on a number of performance goals mutually established and
agreed to by Bloom and the Chief Executive Officer at the
commencement of this Agreement. This Award shall be paid
when such payments are customarily paid by the Company under its
management incentive compensation plans.
(c) Bloom
shall also be entitled to an annual long term incentive payment
with a target value of $100,000.00 (“LTI
Bonus”). The LTI Bonus shall be based on
three year aggregated performance goals established for senior
management of the Metal Treatment Segment of the
Corporation. This Award shall be paid in accordance with
the same terms and conditions, and at the time such payments are
customarily paid by the Company under its management long term
incentive plan.
(d) Bloom
shall also be entitled to a one time equity issuance within 10 days
of the effective date of this agreement. Bloom shall be
provided 13,362 shares of Company Common Stock on the within 10
days of the Effective Date to offset the loss of any previously
issued time based restricted stock.
2.3.
Reimbursement of Expenses .
During the
Consulting Period, the Company shall promptly pay Bloom the
reasonable and actual expenses incurred by him in the performance
of the Consulting Services, including, without limitation, those
incurred in connection with business related travel or
entertainment, or, if such expenses are paid directly by Bloom,
shall promptly
reimburse him for
such payment, provided that Bloom properly accounts therefore in
accordance with the Company's current expense reimbursement
policy.
2.4.
Non-Employee Status .
Bloom acknowledges
that during the Consulting Period and thereafter he will not be an
“employee” (or person of
similar status) of the Company or any of its affiliates for
purposes of the Code. Bloom acknowledges that he will
not be paid any “wages” (as defined in the Code) in
respect of the Consulting Services under Section 2.2 of the
Agreement, and that he shall be solely responsible for all taxes
imposed on him by reason of the payment of the Consulting Fees
and/or any other compensation, benefits or other amounts payable in
respect of the Consulting Services.
(a)
Unauthorized Disclosure . Bloom agrees and
understands that in his position with the Company, Bloom has been
and will continue to be exposed to and has and will receive
information relating to the confidential affairs the Company and
its affiliates, including but not limited to technical information,
intellectual property, business and marketing plans, strategies,
customer information, other information concerning the products,
promotions, development, financing, expansion plans, business
policies and practices of the Company, its affiliates, and other
forms of information considered by the Company to be confidential
and in the nature of trade secrets (“Confidential
Information”). Bloom agrees that during the
Consulting Period and for 10 years thereafter, Bloom will not
disclose such Confidential Information, either directly or
indirectly, to any third person or entity without the prior written
consent of the Company; provided, however, that (i) Bloom shall
have no suc
