Exhibit
10.5
EMPLOYMENT
AGREEMENT
This Employment
Agreement is entered into as of June 6, 2007, by and between Gerald
R. Dinkel (“Employee”) and Cubic Corporation
(“Cubic”) in accordance with the following terms and
conditions.
Cubic has decided to
eliminate the position of President and Chief Executive Officer in
its Cubic Defense Applications (“CDA”) wholly owned
subsidiary. This will eliminate Employee’s
job.
However, for a
transition period and in fairness to Employee, Cubic desires to
retain Employee to provide the services described below.
Now, therefore, in
consideration of the promises, mutual covenants and conditions
herein set forth, the parties agree as follows:
1.
Duties and Employment Relationship.
Cubic hereby employs Employee for the period
June 6, 2007 through June 6, 2008 to work on special projects as
may be reasonably assigned by the Cubic Board of Directors or the
Cubic Chief Executive Officer, or his designee. Employee shall only
be given duties commensurate with his previous position at Cubic.
Employee’s previous position as President and Chief Executive
Officer-Defense Group is terminated by mutual agreement effective
June 5, 2007. Employee has signed an agreement entitled
Release Agreement, dated June 6, 2007, which contains the
parties’ agreements with respect to his previous position,
among other things. The Release Agreement is incorporated
herein by this reference, as though set forth here in
full.
2.
Term.
The term
(“Term”) of this Agreement shall commence on the date
hereof and shall expire on June 6, 2008 without any requirement
that either party give notice of termination or expiration.
On that date the employment relationship between the parties shall
cease unless the parties subsequently enter into another written
agreement containing the terms of employment for any future
period.
3.
Compensation.
During the Term Employee shall be compensated
at the gross rate of $14,800 per each bi-weekly pay period (the
“Base Salary”). Employee shall receive the
following employee benefits (collectively “Benefits”)
during the term of this Agreement, but no others:
Auto allowance of $276.92, gross, for each
bi-weekly pay period.
Medical and Dental Insurance for Employee in
the standard form of Cubic benefits from time to time.
Employee may add his spouse to this insurance at his expense for
the same period of time.
Executive Life Insurance in the existing face
amount.
One
Executive Health Physical at Scripps in early 2008.
Long Term Disability, Short Term Disability and
AD&D Insurance for Employee in the standard form of Cubic
benefits, from time to time.
Participation in the Cubic Profit-Sharing Plan
for fiscal year 2007.
Reimbursement for reasonable and necessary
business expenses requested to be undertaken in connection with
assigned duties, in accordance with Cubic’s then existing
policies and practices.
Employee shall receive up to three months of
professional marketing/executive outplacement services at a cost
not to exceed $10,000. Employee may also receive an additional
three months of such services, not to exceed $2,000 per month, at
Cubic’s discretion. Employee shall arrange for Cubic’s
Human Resources Department to be invoiced directly for such
services.
Except as otherwise provided herein, Employee
will not be eligible to participate in any Cubic benefits or plans,
including any bonus plan, of any nature.
4.
Confidentiality and Nondisclosure.
In connection with the
performance of this Agreement, Employee acknowledges that he may
have access to Cub
