This Employee Retention Agreement involves
Title: 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?)
Governing Law: Delaware Date: 8/1/2007
Industry: Aerospace and Defense Sector: Capital Goods
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:
|(a)||to pay Executive a bonus in respect of the 2009 calendar year in an amount not less than the bonus paid to Executive in respect of 2008, at the time 2009 bonuses are paid to other executives of the Corporation, but in no event later than March 15, 2010;|
notwithstanding any other provision of the EC Plan or the Equity Agreements, to treat Executive’s termination from employment on or after December 31, 2009 as a retirement with the consent of the Chief
Executive Officer for purposes of the EC Plan and the Equity Agreements; and
|(c)||notwithstanding any other provision of the EC Plan or the Equity Agreements, to cause any equity award Executive received from the Corporation that has not yet vested to vest in full, without pro-ration.|
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, 2009, Executive shall be eligible for the Retention Incentive. For purposes of this Agreement, “Cause” shall mean the termination of Executive’s employment as a direct result of (a) the commission of a felony or a crime involving dishonesty or fraud which materially and adversely affects the Corporation or any of its affiliates; (b) a material violation of the Corporation’s standa