EXECUTIVE RETENTION AGREEMENT This Executive Retention Agreement (?the Agreement?) is made by and between General Dynamics Corporation (?the Corporation?) and Mr. Walter M. Oliver (?Executive?) (together ?the Parties?) this 7th day of June, 2007 (?the Effective Date?)
Employee Retention Agreement
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EXECUTIVE RETENTION AGREEMENT
This Executive Retention Agreement (“the Agreement”) is made by and between General Dynamics Corporation (“the Corporation”) and Mr. Walter M. Oliver (“Executive”) (together “the Parties”) this 7th day of June, 2007 (“the Effective Date”).
WHEREAS, Executive is currently an Officer of the Corporation and its Senior Vice President for Human Resources and Administration;
WHEREAS, the Board of Directors of the Corporation understands that Executive is considering retirement during 2009 and anticipates that the individuals holding the positions of Chief Executive Officer and General Counsel of the Corporation also may retire in or about 2009;
WHEREAS, the Board of Directors of the Corporation desires to facilitate an orderly transition of responsibilities for the positions being vacated by the retiring senior executives;
WHEREAS, Executive has previously signed certain Incentive Stock Option Agreements, Non-Statutory Stock Option Agreements, and Restricted Stock Agreements (“the Equity Agreements”) pursuant to the General Dynamics Equity Compensation Plan (“the EC Plan”) which provide for forfeiture and pro-ration of prior equity grants upon retirement; and
WHEREAS, the Board of Directors of the Corporation desires for Executive to remain in his current position until December 31, 2009.
NOW, THEREFORE, the Parties agree as follows:
1. Retention Period . The Retention Period begins on the Effective Date and ends on December 31, 2009, at which time the employment relationship between Executive and the Corporation will terminate and Executive will retire. Executive will tender his resignation as an Officer of the Corporation effective as of the earlier of the last active date of his employment or the end of the Retention Period.
2. Retention Incentive . Upon Executive’s satisfaction of the eligibility requirements set forth in Paragraph 3 below at the conclusion of the Retention Period, the Corporation agrees:
3. Eligibility Requirements . To be eligible for the Retention Incentive, Executive must, except as provided in Paragraphs 4 and 5 below, remain continuously and actively employed in his current position from the Effective Date through the end of the Retention Period. Executive will be ineligible for the Retention Incentive if he is terminated for Cause or voluntarily resigns prior to the end of the Retention Period.
4. Termination without Cause . If Executive’s employment with the Corporation is terminated without Cause before December 31, 20