This
Employment Agreement (the “ Agreement ”) dated
as of August 28, 2007 (the “ Effective
Date ”), is made by and between Vought Aircraft
Industries, Inc. , a Delaware corporation, (together with any
successor thereto, the “ Company ”) and Joy
Romero (the “ Executive ”).
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A.
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It
is the desire of the Company to assure itself of the services of
the Executive by entering into this Agreement.
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B.
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The
Executive and the Company mutually desire that Executive provide
services to the Company on the terms herein provided.
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NOW,
THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements set forth below the parties hereto agree
as follows:
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(a)
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General . The Company shall employ the
Executive and the Executive shall enter the employ of the Company,
for the period set forth in Section 1(b) , in the position
set forth in Section 1(c) , and upon the other terms
and conditions herein provided.
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(b)
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Employment Term
. The initial term of
employment under this Agreement (the “ Initial Term
”) shall be for the period beginning on October 8,
2007 and ending at the end of the day on October 8,
2008 , unless earlier terminated as provided in
Section 3 . The employment term hereunder shall
automatically be extended for successive one-year periods (“
Extension Terms ” and, collectively with the Initial
Term, the “ Term ”) unless either party gives
notice of non-extension to the other no later than ninety
(90) days prior to the expiration of the then-applicable Term
and subject to earlier termination as provided in
Section 3 .
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(c)
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Position and Duties
. The Executive shall
serve as the Vice President — 787 Division of the Company
with such customary responsibilities, duties and authority as may
from time to time be assigned to the Executive by the Chief
Executive Officer of the Company. The Executive shall devote
substantially all her working time and efforts to the business and
affairs of the Company (which may include service to its
Affiliates). The Executive agrees to observe and comply with the
rules and policies of the Company as adopted by the Company from
time to time. During the Term, it shall not be a violation of this
Agreement for the Executive to (i) serve on industry trade,
civic or charitable boards or committees; (ii) deliver
lectures or fulfill speaking engagements; (iii) manage her
personal investments and affairs; and (iv) serve on the board
of directors of for-profit enterprises with the Chief Executive
Officer’s prior consent, as long as such activities do not
materially interfere with the performance of the Executive’s
duties and responsibilities as an employee of the Company. During
her employment and for the 12-month period following termination of
her employment with the Company, (x) the Executive agrees not
to disparage in any material respect the Company, any of its
products or practices, or any of its directors, officers, agents,
representatives, stockholders or Affiliates, either orally or in
writing, and (y) the Company agrees not to disparage in any
material respect the Executive.
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1
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2.
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Compensation and Related
Matters.
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(a)
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Annual Base Salary
. During the Term, the
Executive shall receive a base salary at a rate of $215,020.00 per
annum (the “ Annual Base Salary ”), which shall
be paid in accordance with the customary payroll practices of the
Company, subject to adjustment as determined by the Board of
Directors of the Company or its committee (“the Board
”).
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(b)
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Annual Bonus . During the Term, the Executive
will be eligible to receive annual bonuses based upon achieving
annual financial plan, individual goals, and organization metrics
to be determined by the Board, with a target bonus of 50% of Annual
Base Salary for the remainder of calendar year 2007, prorated for
actual service. Future bonus targets shall be subject to adjustment
as determined by the Board.
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(c)
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Relocation Benefits
. The Executive will
receive relocation benefits as described in the attached document
entitled “Relocation Benefit Summary — Plan 2.”
Until such time as the Executive is relocated to her ultimate work
location, the Executive will be provided with temporary executive
housing.
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(d)
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Incentive Award Plan
. The Executive will be
granted an incentive award of 20,000 Stock-settled Stock
Appreciation Rights (SSARs) and 7,500 Restricted Stock Units (RSUs)
under the Company’s Incentive Award Plan. The awards will be
subject to vesting based upon the achievement of predefined Company
performance metrics, and shall be subject to such other terms and
conditions as are set forth in the agreements governing such
awards.
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(e)
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Benefits . During the Term, the Executive
shall be entitled to participate in applicable employee benefit
plans, programs and arrangements of the Company, as may be amended
from time to time, that are made available to eligible senior
officers of the Company.
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(f)
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Vacation . During the Term, the Executive
shall be entitled to participate in the Company’s vacation
policy as follows: (i) upon commencement of employment, the
Executive will be credited with one hundred sixty (160) hours
of vacation time, and (ii) following her one-year anniversary
date, the Executive will begin to accrue additional vacation time
at the rate applicable to employees with twenty or more years of
service (currently 160 hours annually). Any vacation shall be taken
at the reasonable and mutual convenience of the Company and the
Executive.
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(g)
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Expenses . During the Term, the Company shall
reimburse the Executive for all reasonable travel and other
business expenses incurred by her in the performance of her duties
to the Company in accordance with the Company’s expense
reimbursement policy.
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(h)
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Key Person Insurance
. At any time during the
Term, the Company shall have the right to insure the life of the
Executive for the Company’s sole benefit. The Company shall
have the right to determine the amount of insurance and the type of
policy. The Executive shall cooperate with the Company in obtaining
such insurance by submitting to physical examinations, by supplying
all information reasonably required by any insurance carrier, and
by executing all necessary documents reasonably required by any
insurance carrier. The Executive shall incur no financial
obligation by executing any required document, and shall have no
interest in any such policy.
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(i)
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Indemnification
. The Executive shall be
indemnified and held harmless by the Company to the fullest extent
authorized by the Company’s certificate of incorporation or
bylaws against all costs, expenses, liabilities and losses
reasonably incurred or suffered by the Executive as a result of
actions taken by the Executive in good faith and in her capacity as
an officer of the Company.
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2
The
Executive’s employment hereunder may be terminated by the
Company or the Executive, as applicable, without any breach of this
Agreement only under the following circumstances:
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(i)
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Death . The Executive’s employment
hereunder shall terminate upon her death.
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(ii)
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Disability . If the Executive has incurred a
Disability, the Company may give the Executive written notice of
its intention to terminate the Executive’s
employment.
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(iii)
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Termination for Cause
. The Company may
terminate the Executive’s employment for Cause.
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(iv)
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Termination without Cause
. The Company may
terminate the Executive’s employment without
Cause.
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(v)
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Resignation for Good
Reason . The
Executive may resign her employment for Good Reason.
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(vi)
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Resignation without Good
Reason . The
Executive may resign her employment without Good Reason.
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(vii)
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Non-extension of Term by the
Company . The
Company may give notice of non-extension to the Executive pursuant
to Section 1(b) .
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(viii)
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Non-extension of Term by the
Executive. The Executive may give notice of
non-extension to the Company pursuant to Section 1(b)
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(b)
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Notice of Termination
. Any termination of the
Executive’s employment by the Company or by the Executive
under this Section 3 (other than termination pursuant
to paragraph (a)(i)) shall be communicated by a written notice to
the other party hereto indicating the specific termination
provision in this Agreement relied upon, setting forth in
reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive’s employment under the
provision so indicated, and specifying a Date of Termination which,
for terminations under paragraphs (a) (ii), (iv) or
(vi) shall be at least sixty (60) days following the date
of such notice (a “ Notice of Termination ”);
provided, however, that the Company may, in its sole discretion,
advance the Date of Termination to any date following the
Company’s receipt of the Notice of Termination. A Notice of
Termination submitted by the Company may provide for a Date of
Termination on the date the Executive receives the Notice of
Termination, or any date thereafter elected by the Company in its
sole discretion. The failure by the Executive or the Company to set
forth in the Notice of Termination any fact or circumstance which
contributes to a showing of Cause or Good Reason shall not waive
any right of the Executive or the Company hereunder or preclude the
Executive or the Company from asserting such fact or circumstance
in enforcing the Executive’s or the Company’s rights
hereunder.
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3
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(c)
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Company obligations upon
termination . Upon termination of the
Executive’s employment, the Executive (or the
Executive’s estate) shall be entitled to receive the sum of
the Executive’s Annual Base Salary through the Date of
Termination not theretofore paid, any expenses owed to the
Executive under Section 2(i) , any accrued vacation pay
owed to the Executive pursuant to Section 2(h) , and
any amount accrued and arising from the Executive’s
participation in, or benefits accrued under any employee benefit
plans, programs or arrangements under Section 2(g) , which
amounts, if any, shall be payable in accordance with the terms and
conditions of such employee benefit plans, programs or
arrangements, and such other or additional benefits as may be, or
become, due to her under the applicable terms of applicable plans,
programs, agreements, corporate governance documents and other
arrangements of the Company and its subsidiaries (collectively, the
“ Company Arrangements ”). The Executive shall
not be entitled to any other payments or benefits, except as
specifically provided in Section 4.
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(a)
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Termination for Cause, resignation
without Good Reason, upon Non-extension of Term by the Company or
the Executive, upon death or upon Disability
. If the
Executive’s employment shall terminate pursuant to
Section 3(a)(iii) for Cause, Section 3(a)(vi) for resignation
without Good Reason, pursuant to Sections 3(a)(vii) or
3(a)(viii) due to Non-extension of the Term by the Company or the
Executive, or as a result of Executive’s death pursuant to
Section 3(a)(i) or Disability pursuant to
Section 3(a)(ii), the Executive shall not be entitled to any
additional severance payment or benefits.
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(b)
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Termination without Cause or
resignation for Good Reason . If the Executive’s
employment shall terminate without Cause pursuant to Section
3(a)(iv) or for Good Reason pursuant to
Section 3(a)(v) , the Company shall, subject to the
Executive signing and not revoking, within sixty (60) days
following the Date of Termination, a release of claims in
substantially the form attached hereto as Exhibit A
:
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(i)
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pay
to the Executive, in equal installments over the twelve
(12) month period following the Date of Termination in
accordance with the Company’s regular payroll practice, an
amount equal to the Annual Base Salary that the Executive would
have been entitled to receive if the Executive had continued her
employment hereunder for a period of twelve (12) months
following the Date of Termination; and
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(ii)
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cover the premium costs for medical,
dental and vision benefit coverage under COBRA for the Executive
and, where applicable, Executive’s spouse and dependents, for
a period of twelve (12) months following the Date of
Termination under one of the Company’s group medical
plans.
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(c)
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Survival . The expiration or termination of
the Term shall not impair the rights or obligations of any party
hereto, which shall have accrued prior to such expiration or
termination.
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(d)
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409A . Notwithstanding anything to the
contrary in this Section 4 , no payments in this
Section 4 will be paid during the six-month period
following the Executive’s termination of employment unless
the Company determines, in its good faith judgment, that paying
such amounts at the time or times indicated in this Section would
not cause the Executive to incur an additional tax under Section
409A of the Internal Revenue Code of 1986, as amended (the “
Code ”) (in which case such amounts shall be paid at
the time or times indicated in this Section). If the payment of any
amounts are delayed as a result of the previous sentence, on the
first day following the end of the six-month period, the Company
will pay the Executive a lump-sum amount equal to the cumulative
amount that would have otherwise been previously paid to the
Executive under this Agreement.
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4
5. Unfair
Competition. The
Company agrees to provide Executive, upon commencement of
employment, with immediate access to Confidential Information as
defined below, including Confidential Information of third parties
such as customers, suppliers, and business affiliates; specialized
training and information regarding the Company’s
methodologies and business strategies; and/or support in the
development of goodwill such as introductions, information and
reimbursement of customer development expenses consistent with
Company policy. The foregoing is not contingent on continued
employment, but upon Executive’s use of the access,
specialized information and training, and goodwill support provided
by Company for the exclusive benefit of the Company and upon
Executive’s full compliance with the restrictions on
Executive’s conduct provided for in this
Agreement.
Ancillary
to the rights provided to Executive as set forth in this Agreement
and any addenda or amendments to this Agreement, the
Company’s provision of Confidential Information, specialized
training, and/or goodwill support to Executive, and
Executive’s agreements regarding the use of same, and in
order to protect the value of any equity-based compensation,
training, goodwill support and/or the Confidential Information
described above, the Company and Executive agree to the following
provisions against unfair competition:
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(a)
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The
Executive recognizes and agrees that in order to assure that the
Executive devotes all of the Executive’s professional time
and energy to the operations of the Company while employed by the
Company, and that during and after such employment in order to
adequately protect the Company’s investment in its
proprietary information and trade secrets (“ Confidential
Information ”) and to protect such information and
secrets and all other confidential information from disclosures to
competitors and t
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