Exhibit 10.11
EMPLOYMENT AGREEMENT
This Employment Agreement (the
“Agreement”) is hereby entered into effective as of
April 12, 2006, between DynCorp International LLC, a Delaware
limited liability company (the “Company”), and R. Y.
Morrel (“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 her full
business time and best efforts to the performance of her services
hereunder, excluding vacation periods and periods of illness or
incapacity, and (ii) perform her services hereunder
faithfully, diligently and to the best of her skill and
ability.
1.3. Location
. During the Term of this Agreement,
Executive will perform her duties and services at the
Company’s Falls Church, Virginia office or such
location(s) as she shall deem appropriate, except that
Executive agrees to make such business trips to the Company’s
other locations as may be reasonable and necessary in the
performance of her 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”)
of not less than $330,000 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,
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 in an amount not to exceed
amounts prescribed in the Company’s Executive Incentive
Compensation Plan (“Plan”) using a target incentive
percentage of no less than 50% (“Incentive
Compensation”); provided, however, that no portion of her
Incentive Compensation shall be paid in shares of the Company
unless the Executive requests the delivery of such shares. The
Executive shall also be entitled to the benefits of any
modifications or amendments to such Plan adopted after the
effective date hereof that enhance benefits payable under the
Plan.
2.3. Other Benefits
. During the Term of this Agreement,
Executive shall be entitled to the benefits listed on
Exhibit A, and any other benefits adopted after the effective
date of this Agreement for the benefit of senior executives of the
Company; provided that such additional benefits shall not in any
way limit or detract from the benefits described on
Exhibit A.
3. Term.
3.1. Term . The term of employment under this Agreement
means the period that commenced on April 1, 2006 and expiring
at midnight on March 31, 2011; provided, that this Agreement
will automatically renew for additional periods of one
(1) year each commencing on April 1 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” (as defined in
Section 5.1).
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.
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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.
3.2.2. 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.
3.2.3. 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.
3.2.4. 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 her Retirement, death
or Complete Disability, Executive (or her 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 her heirs or legal
representative) furnishing to the Company an executed waiver and
release of claims (a form of which is attached hereto as
Exhibit B, which will be revised for signature by
Executive’s heirs or legal representative if applicable),
Executive (or her heirs or legal representative) shall be entitled
to:
4.1.1 . a pro rated portion of her Incentive
Compensation that would be payable to the Executive based on
projected Company performance 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
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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 her 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 her 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 B), Executive (or
her 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;
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
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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
her 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; and
4.3.3 . elect reimbursement to the Executive (or her
heirs or legal representatives) for the same portion of
Executive’s COBRA health insurance premium that it paid
during Executive’s employment up until the earlier of either
(i) the last day of Executive’s COBRA health insurance
benefits or, ii) the date on which Executive becomes covered under
any other group health plan (as an employee or
otherwise).
5. Definitions
. For purposes of this Agreement,
the following terms shall have the following mea
