Exhibit 10.16
EMPLOYMENT AGREEMENT
This
Employment Agreement (the “Agreement”) is hereby
entered into effective as of October 24, 2006, between DynCorp
International LLC, a Delaware limited liability company (the
“Company”), and Curtis L. Schehr
(“Executive”).
In
consideration of the mutual promises and covenants contained
herein, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1.
Employment
1.1.
Position. During the Term (as hereinafter defined) of this
Agreement, and subject to the terms and conditions set forth
herein, the Company agrees to employ Executive as its Senior Vice
President and General Counsel reporting to the President of the
Company.
1.2.
Fulfillment of Duties. During the Term of this Agreement,
Executive shall (i) devote his full business time and best
efforts to the performance of his services hereunder, excluding
vacation periods and periods of illness or incapacity, and
(ii) perform his services hereunder faithfully, diligently and
to the best of his skill and ability.
1.3.
Location. During the Term of this Agreement, Executive will
perform his duties and services in the greater Washington, D.C.
metropolitan area and Executive agrees to make such business trips
to the Company’s other locations as may be reasonable and
necessary in the performance of his services hereunder.
2.
Compensation and Benefits.
2.1.
Salary. In consideration of and as compensation.for the
services agreed to be performed by Executive- hereunder, the
Company agrees to pay Executive during the Term of this Agreement a
base annual salary (the “Base Salary 11 ) of not less
than $340,000 per year, less standard deductions and withholdings,
payable bi- monthly in accordance with the Company’s regular
payroll practices. The Company will review Executive’s Base
Salary and other compensation (including bonuses and incentive
compensation) from time to time during the Term of this Agreement
and, at the recommendation of the Compensation Committee (the
“Committee”) of the Board of Directors (the fi Board
lf ) of
DynCorp International Inc., the Company’s parent company, may
increase his Base Salary or other compensation (including incentive
compensation) from time to time. Any increase in Base Salary or
other compensation (including incentive compensation) shall in no
way limit or reduce any other obligation of the Company hereunder
and, once established at an increased rate, Executive’s Base
Salary hereunder shall not be reduced.
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2.2.
Incentive Compensation. During the Term of this Agreement, in
addition to the Base Salary provided in Section 2.1 above,
Executive shall be eligible to receive additional incentive
compensation at a target of 50% of his Base Salary based on the
achievement of performance targets established by the Committee
(“Incentive Compensation”). Subject to the foregoing,
Executive shall be eligible to receive the entire amount of his
Incentive Compensation for the Company’s fiscal year ending
March 31, 2007 without proratson.
2.3.
Other Benefits. During the Term of this Agreement, Executive
shall be entitled to participate in all of the applicable employee
benefit plans, programs and/or arrangements of the Company which
may be available to the other senior executives of the Company on
the same terms as such other executives, other than use of a
Company automobile. Without limiting the generality of the
foregoing, Executive shall be entitled to four weeks of vacation
per year.
2.4.
Equity. Executive will be entitled to a 0.4% Class B
Percentage Interest in the Company’s indirect parent, DIV
Holding LLC, with a four year vesting, and otherwise pursuant to
and in accordance with the Amended and Restated Limited Liability
Company Operating Agreement of DIV Holding LLC, dated as of
November 22, 2005, among The Veritas Capital Fund II, L.P. and
the other persons listed as Class A Members and Class B
Members named therein, as amended.
3.
Term.
3.1.
Term. The term of employment under this Agreement means the
period commencing on October 24, 2006 and expiring at midnight
on October 23, 2010; provided, that this Agreement will
automatically renew for additional periods of one (1) year
each commencing on October 24 of each successive year
following the initial Term unless written notice of intent not to
renew is delivered by the Company or the Executive to the other
party at least 90 days prior to the effective date of any
renewal hereof.
3.2.
Termination of Employment
Executive’s employment with the Company may be terminated
under the following conditions:
3.2.1.
Retirement, Death or Disability. Executive’s employment
with the Company shall terminate effective upon the date of
Executive’s Retirement from the Company (as defined in
Section 5.5), resignation from the Company, death or
“Complete Disability 11 (as defined in
Section 5.1).
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3.2.2. For
Cause. The Company may terminate Executive’s employment
under this Agreement for Cause (as defined in Section 5.2) by
delivery of written notice to Executive specifying the Cause or
Causes relied upon for such termination. Any notice of termination
given pursuant to this Section 3.2.2 shall effect termination
as of the date specified in such notice or, in the event no such
date is specified, on the last day of the month in which such
notice is delivered or deemed delivered as provided in
Section 7.3 below.
3.2.3.
Without Cause. The Company may terminate Executive’s
employment under this Agreement at any time and for any reason by
delivery of written notice of such termination to Executive. Any
notice of termination given pursuant to this Section 3.2.3
shall take effect as of the date specified in such written
notice.
3.2.4.
Termination by Executive for Good Cause. Executive may
terminate Executive’s employment with the Company for Good
Cause (as defined in Section 5.3) upon thirty (30) days
written notice to the Company.
3.2.5.
Termination by Mutual Agreement of the Parties.
Executive’s employment pursuant to this Agreement may be
terminated at any time upon the mutual written agreement of the
parties. Any such termination of employment shall have the
consequences specified in such mutual agreement.
3.2.6.
Board/Committee Resignation. Upon termination of
Executive’s employment for any reason, Executive agrees to
resign, as of the date of such termination and to the extent
applicable, from the Board (and any committees thereof) and the
Board of Directors (and any committees thereof) of any of the
Company’s affiliates.
4.
Compensation upon Termination.
4.1.
Retirement Death or Complete Disability. If Executive’s
employment is terminated by his Retirement, death or Complete
Disability, Executive (or his heirs or legal representative) shall
be entitled to Executive’s Base Salary and accrued and unused
vacation earned through the date of termination, subject to
standard deductions and withholdings. In addition, upon
Executive’s (or his heirs or legal representative) furnishing
to the Company an executed waiver and release of claims (a form of
which is attached hereto as Exhibit A, which will be revised
for signature by Executive’s heirs or legal representative if
applicable), Executive (or his heirs or legal representative) shall
be entitled to:
4.1.1. a
pro rated portion of his Incentive Compensation that would be
payable to the Executive based on projected Company
performance
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through the
termination date, less standard deductions and withholdings;
and
4.1.2.
exercise any vested options to purchase stock (common or otherwise)
in the Company granted to Executive pursuant to any plan, agreement
or otherwise, or any equivalent or similar vested rights which
appreciate or tend to appreciate as the value of the
Company’s stock appreciates, such options and rights to be in
accordance with the terms of any applicable plan or agreement, it
being understood that the provisions of this Section 4.1.2
shall have no applicability to the rights of Executive as a
Class B Member of DIV Holding LLC and nothing contained in
this Agreement shall operate to change, amend or vary any of the
terms of the Amended and Restated Limited Liability Company
Operating Agreement of DIV Holding LLC, as amended from time to
time; provided, however, that Executive or his estate or legal
representative shall have a period of 90 days following the
date of termination within which to exercise or satisfy all such
options or rights.
4.2.
Termination for Cause by the Company or Resignation by
Executive. If Executive’s employment is terminated by the
Company for Cause or if Executive resigns (other than for Good
Cause), the Company shall pay Executive’s accrued Base Salary
and accrued and unused vacation benefits earned through the date of
termination at the rate in effect at the time of the notice of
termination to Executive or Executive’s notice of resignation
to the Company.
4.3.
Termination without Cause by the Company or Termination by the
Executive for Good Cause. If the Company terminates
Executive’s employment without Cause (except under any
circumstance in which Section 4.1 is applicable to Executive,
in which case this Section 4.3 shall not apply), or if the
Executive terminates this Agreement for Good Cause, Executive shall
be entitled to Executive’s Base Salary and a pro rated
portion of his Incentive Compensation that would be payable to the
Executive based on projected Company performance through the
termination date, less standard deductions and withholdings, and
accrued and unused vacation earned through the date of termination,
subject to standard deductions and withholdings. In addition, upon
Executive’s furnishing to the Company an executed copy of the
waiver and release of claims (a form of which is attached hereto as
Exhibit A), Executive (or his heirs or legal representative)
shall be entitled to:
4.3.1. a
payment equivalent to 2.0 times the Executive’s Annual Base
Compensation in effect at the time of Termination, less standard
deductions and withholdings, payable in two equal lump sum payments
the first payment on the first payroll date that is six months
following such termination, and the second payment on the first
payroll date that is twelve months following such termination, in
accordance with the Company’s regular payroll
practices;
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4.3.2.
exercise any vested options to purchase stock (common or otherwise)
in the Company granted to Executive pursuant to any plan, agreement
or otherwise, or any equivalent or similar vested rights which
appreciate or tend to appreciate as the value of the
Company’s stock appreciates, such options and rights to be in
accordance with the terms of any applicable plan or agreement, it
being understood that the provisions of this Section 4.3.2
shall have no applicability to the rights of Executive as a
Class B
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