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Exhibit 10.2
EMPLOYMENT AGREEMENT
THIS
EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of the
3
day of August, 2005 (the "Effective Date"), by and between Spirit
AeroSystems,
Inc. a Delaware corporation (the "Company"), and Ulrich Schmidt
("Executive").
Recitals
WHEREAS, Executive has agreed to become the Chief Financial Officer
of the
Company pursuant to the terms and conditions of this Agreement;
and
WHEREAS, the parties desire to enter into this Agreement, setting
forth the
terms and conditions for the employment relationship of the
Executive with the
Company during the Employment Period (as hereinafter defined).
NOW
THEREFORE, in consideration of the foregoing, and the
representations,
warranties, and covenants hereinafter, the parties hereto agree as
follows:
1.
Employment. At all times during the Employment Period (as
hereinafter
defined), the Company shall employ Executive in the capacity of
Chief Financial
Officer of the Company. In such capacity, Executive shall devote
his full
business time and professional efforts to such position, shall be
assigned and
undertake those duties and tasks as are appropriate for a person in
such
position, which may include serving as a member of the Board of
Directors of the
Company (the "Board") or as an executive officer or member of the
board of
directors of Spirit AeroSystems Holdings, Inc. ("Parent") or any
subsidiary of
the Company or the Parent (the Parent, the Company, and any such
subsidiaries,
the "Affiliated Companies") at the Company's reasonable request,
and shall
exercise such authority as is customarily exercised by a Chief
Financial Officer
of the Company subject to the overall supervision of the Board and
the Chief
Executive Officer of the Company, and shall comply with all Company
policies,
including, but not limited to, those dealing with ownership of
inventions,
patents, and other intellectual property.
2.
Employment Period. The term of this Agreement shall commence on
August
15, 2005, or such other date as the parties may mutually agree, but
not later
than September 12, 2005 (the "Commencement Date"), and shall
expire, subject to
earlier termination of employment as hereinafter provided, on the
third
anniversary of the Commencement Date ("Employment Period");
provided, however,
that on the second anniversary of the Commencement Date and each
anniversary
thereafter of such date, the Employment Period shall automatically
be extended
for an additional one (1) year period unless prior thereto: (a)
either party has
given written notice to the other that such party does not wish to
extend the
term of this Agreement, or (b) the parties have agreed to otherwise
extend this
Agreement.
3.
Compensation. Except as otherwise provided for herein, throughout
the
Employment Period the Company shall pay or provide Executive with
the following,
and
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Executive shall accept the same, as compensation for the
performance of his
undertakings and the services to be rendered by him throughout the
Employment
Period under this Agreement, including, without limitation, any
services as a
member of the Board (it being understood and agreed that Executive
will not
receive any additional compensation for serving as a member of the
Board or as
an officer or member of the board of directors of any other
Affiliated Company
at the Company's reasonable request):
(a) Annual Compensation.
(i) Base Salary: Four Hundred Thirty-Two Thousand Five Hundred
Dollars ($432,500.00) per year (the "Base Salary"), payable in
accordance
with
the Company's usual pay practices, to be reviewed annually by
the
Board (or, at the Board's direction, a committee of the Board) but
the Base
Salary may not be reduced by the Board to an amount that is less
than the
highest amount Executive has attained on an annualized basis,
unless such
reduction is part of (and no greater than the percentage of) a
general
salary reduction applied to all senior executives of the Company as
a
group. For purposes of the Agreement, the term "senior executives"
shall
mean, with respect to the Company, the highest paid ten officers of
the
Company. Notwithstanding the foregoing, for the portion of the
Employment
Period prior to September 12, 2005 (if any), Executive shall be
paid a pro
rated Base Salary, based on the actual number of days Executive
is
performing services for the Company at its offices in Wichita,
Kansas.
(ii) Annual Incentive Compensation: In addition to Base Salary,
Executive shall be provided target incentive compensation (either
in cash
or
common stock of the Parent or any combination of the foregoing,
as
specified by the Board of Directors of the Parent or other
administrative
committee of the Company's Short-Term Incentive Plan, as in effect
from
time
to time (the "STIP")) pursuant to the terms and conditions of
the
STIP; provided, however, that at least 50% of any benefits payable
to
Executive pursuant to the STIP each year shall be paid to Executive
in
cash. The first year incentives shall include 160% of Base Salary
if target
incentives are reached and
320% of Base Salary upon achievement of
outstanding goals. For 2005, Executive shall receive a prorated
bonus based
on
the number of days worked.
(b) Benefit Plans. Executive shall also participate in the
Company's
other employee benefit plans, policies, practices, and arrangements
in which all
senior executives are eligible to participate, or plans and
arrangements
substituted therefor or in addition thereto, including without
limitation any
defined benefit retirement plan, excess or supplementary plan,
profit sharing
plan, savings plan, health and dental plan, disability plan,
survivor income and
life insurance plan, executive financial planning program, other
arrangement, or
any successors thereto, the Executive Investment Plan ("EIP"),
STIP, and such
other benefit plans, any and all of which may be amended by the
Company from
time to time, (collectively hereinafter referred to as the "Benefit
Plans");
provided, however, that Executive shall not participate in any of
the Benefit
Plans unless and until Executive commences performing services for
the Company.
The Executive's entitlement to any other compensation or benefits
shall be
determined in accordance with the terms and conditions of the
Benefit Plans and
other applicable programs, practices, and arrangements then in
effect.
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(c) Vacation. From and after September 12, 2005, Executive shall
have
vacation of no less than four (4) weeks per year, and all paid
holidays given by
the Company to its executive officers.
(d) Fringe Benefits. All fringe benefits and perquisites
typically
offered to senior executives of the Company, all in accordance with
the
Company's policies as the same may be amended from time to
time.
(e) Withholding Taxes. Except as provided in Section 5(a)(vi),
the
Company shall have the right to deduct from all payments made to
Executive
hereunder any federal, state, or local taxes required by law to be
withheld with
respect to such payments.
(f) Expenses. During the Employment Period, the Company shall
promptly
pay or reimburse Executive for all reasonable out-of-pocket
expenses incurred by
Executive in the performance of duties hereunder in accordance with
the
Company's policies and procedures then in effect.
4.
Office. Throughout the Employment Period the Company shall provide
an
office to Executive in Wichita, Kansas, the location and
furnishings of which
shall be equivalent to or better than the offices provided to other
senior
executives of the Company at the primary location of Executive's
employment, and
the Company shall provide secretarial services and other
administrative services
to Executive that shall be equivalent to or better than the
secretarial services
and other administrative services provided to other senior
executives of the
Company.
5.
Transition Benefits. In consideration of Executive's agreement to
accept
employment with the Company and relocate to Wichita, Kansas, the
Company will
provide Executive with the following benefits in connection with
such
transition.
(a) Relocation Benefits. The Company will provide Executive with
the
following benefits in connection with Executive's relocation to
Wichita, Kansas:
(i) Reimbursement of Executive's reasonable expenses of moving
Executive and Executive's family and tangible personal property to
Wichita,
Kansas.
(ii) Reimbursement of the reasonable and customary brokerage
commission incurred upon sale of Executive's home in Charlotte,
North
Carolina.
(iii) Reimbursement of Executive's reasonable temporary living
expenses in Wichita, Kansas, including, without limitation, all
commuting
expenses of Executive and Executive's spouse between North Carolina
and
Kansas and all home, furniture, and vehicle rental expenses for
Executive
and
Executive's spouse, for the lesser of (i) the period until
Executive
sells his house in Charlotte, North Carolina, or (ii) twenty-four
(24)
months after the Commencement Date, it being understood that
Executive
shall use commercially reasonably efforts to sell Executive's house
in
Charlotte, North Carolina in a timely manner.
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(iv) Reimbursement of Executive's reasonable legal fees
incurred
in
connection with Executive's relocation to Wichita, Kansas and
the
negotiation of Executive's employment agreement with the
Company.
(v) Payment of a one-time cash payment equal to two (2) months
of
Executive's Base Salary to reimburse Executive for all other
miscellaneous
expenses associated with Executive's relocation to Wichita, Kansas,
it
being understood that such payment, along with the other
amounts
specifically set forth in this Section 5(a), shall represent all of
the
benefits to be provided by the Company in connection with
Executive's
relocation to Wichita, Kansas.
(vi) Payment of all taxes associated with Executive's receipt
of
the
foregoing benefits so that after payment of all taxes by
Executive,
Executive shall have the total amount of such benefits. The
Executive shall
take
such steps as the Company may reasonably request to substantiate
any
of
the foregoing expenses.
(b) Benefits in Lieu of Foregone Executive Compensation. In
consideration of all executive compensation benefits foregone by
Executive upon
termination of Executive's employment with The Goodrich
Corporation
("Goodrich"), including, but not limited to, benefits under any
supplemental
executive retirement plan, excess benefit plan, benefit restoration
plan,
restricted stock plan, option plan, or any other plan, agreement,
or arrangement
providing executive compensation benefits, the Company will make a
one-time cash
payment to Executive of Four Million One Hundred Thousand
Dollars
($4,100,000.00), it being understood that this amount has been
determined on the
assumption that Goodrich will not withhold payment of Executive's
pro rated 2005
performance bonus and/or earned performance shares. Executive will
vigorously
pursue payment from Goodrich of both Executive's pro rated 2005
performance
bonus and Executive's earned performance shares (collectively, the
"Goodrich
Amounts"), it being understood, however, that Executive may, but
shall not be
required to, commence legal action against Goodrich (other than
exhaustion of
administrative remedies, if any) in order to obtain payment of the
Goodrich
Amounts by Goodrich. Failing payment of the Goodrich Amounts by
Goodrich,
however, the Company will additionally compensate Executive for the
Goodrich
Amounts.
6.
Termination. This Agreement shall terminate upon the following
circumstances:
(a) Without Cause. At any time at the election of either Executive
or
Company for any reason or no reason, without cause. For purposes of
this
Agreement, termination of the Agreement by the Company without
cause shall
include, without limitation:
(i) Constructive Discharge. Executive's duties and
responsibilities are materially and adversely altered and/or,
except as
provided in Section 3(a)(i), Executive's Base Salary is materially
reduced
by
the Company, in either case without Executive's consent, and/or
the
Company commits a material breach of this Agreement.
(ii) Change in Control. Following a change in control of the
Company (as determined under the EIP), Executive (A) is not
offered
continued employment with the Company (or its successor) in the
position of
Chief Financial Officer having duties,
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compensation, and geographic location that are, in all material
respects,
at
least as favorable as the position held by Executive with the
Company at
the
time of the change in control (a "Comparable Position"), or (B)
continues to perform services for the Company (or its successor)
after the
change in control but,
within twelve months following the change in
control, is assigned to a position that is not a Comparable
Position.
(b) Cause. At any time at the election of Company for Cause.
"Cause"
for this purpose shall mean Executive committing a material breach
of this
Agreement or acts involving moral turpitude, including fraud,
dishonesty,
disclosure of confidential information, or the conviction of a
felony, or direct
and deliberate acts constituting a material breach of his duty of
loyalty to
Company. "Cause" for this purpose also shall mean Executive
willfully or
continuously refusing to, or willfully failing to, perform the
material duties
reasonably assigned to him by the Board that are consistent with
the provisions
of this Agreement and not resulting from a Disability, unless such
refusal or
failure is cured by Executive within a reasonable time not to
exceed 30 days
after written notice to the Executive by the Company. Executive
shall not be
deemed to have been terminated for Cause unless and until there
shall have been
delivered to Executive a copy of a resolution, duly adopted by the
Board.
(c) Disability or Death. Executive's being unable to render the
services required to be rendered by him during the Employment
Period for a
period of one hundred eighty (180) days during any twelve-month
period
("Disability") or Executive's death.
7.
Effect of Termination.
(a) Voluntary Termination. If Executive's employment is
voluntarily
terminated by Executive, the Company shall pay Executive's Base
Salary through
point of termination and pay one half (1/2) a pro rated bonus under
the STIP for
the time worked at the time incentive compensation would otherwise
be payable
under the STIP for the year of termination on the basis of the
Company's
performance relative to target achieved for that full year,
provided that,
following termination of Executive's employment, all benefits
payable to
Executive under the STIP shall be paid in cash. With regard to the
EIP,
Executive shall not be credited with any additional years of
service for vesting
purposes following voluntary termination of employment by
Executive. Except as
may otherwise be expressly provided in this Agreement, in any
Benefit Plan or
other agreement between the Company and Executive, Company shall
have no further
obligation to Executive other than to reimburse Executive for
reasonable
business expenses incurred prior to termination.
(b) Termination for Cause. If Executive's employment is terminated
by
Company for Cause, the Company shall pay Executive's Base Salary
through point
of termination. With regard to the EIP, Executive shall not be
credited with any
additional years of service for vesting purposes following
termination of
employment and shall acquire an interest in shares under the EIP
only to the
extent provided therein. Except as may otherwise be expressly
provided in this
Agreement, in any Benefit Plan or other agreement between the
Company and
Executive, Company shall have no further obligation to Executive
other than to
reimburse Executive for reasonable business expenses incurred prior
to
termination.
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(c) Termination By Expiration of Agreement. If Executive's
employment
is terminated because of the expiration of the Employment Period
without
renewal, Company shall (i) continue to pay Executive his Base
Salary in effect
immediately prior to the end of the Employment Period for a period
(the "Expiry
Period") equal to the greater of: (A) 12 months from the end of the
Employment
Period, or (B) the duration of the Non-Competition Period (as
defined below);
(ii) with regard to the STIP, pay a bonus at the time incentive
compensation
would otherwise be payable under the STIP for the year of
termination on the
basis of the Company's performance relative to target achieved for
that full
year and, in respect of the remainder of the Expiry Period, pay a
bonus at the
time incentive compensation would otherwise be payable under the
STIP for the
year or years (or part thereof) in the remaining portion of the
Expiry Period on
the basis that the Company achieved target for such year or years,
but pro rated
for the portion of each such year or years that fell within such
remaining
portion of the Expiry Period, provided that, following termination
of
Executive's employment, all benefits payable to Executive under the
STIP shall
be paid in cash, and provided further that Executive shall acquire
100% of the
interest in any shares previously granted to Executive under the
STIP in which
Executive has not yet acquired an interest pursuant to the STIP at
the time of
termination of Executive's employment; and (iii) continue to pay
the Company's
portion of the premium costs or other costs of coverage of medical
benefits of
Executive and, if Executive's family has medical benefits with the
Company at
the time Executive's employment terminates, Executive's family that
portion of
such coverage paid by the Company for other executive officers at
the level of
coverage elected by Executive during his employment) after
termination during
the Expiry Period or until Executive commences full-time employment
in an
executive position with another employer, if earlier.
In
addition to the foregoing and notwithstanding any conflicting
position
of any other agreement (including, but not limited to, that certain
Investor
Stockholders Agreement, dated as of June 16, 2005, by and between
Spirit
AeroSystems Holdings, Inc. (f/k/a Mid-Western Aircraft Systems
Holdings, Inc.)
and its stockholders) (the "Stockholders Agreement"), upon
termination of
Executive's employment because of expiration of the Employment
Period without
renewal, Executive shall have the option to sell to the Company
(the "Put
Option") and the Company shall have the option to purchase from
Executive (the
"Call Option"), in either case for a period of 180 days following
expiration of
the Employment Period, all or any portion of the shares of stock in
the Parent
held by Executive at that time (which will not include shares
granted pursuant
to the EIP Plan in which Executive has not yet acquired an
interest) for an
amount equal to the Fair Market Value (as defined below) of such
shares as of
the date the Put Option or Call Option is exercised (or, if both
such options
are exercised at different times but with respect to the same
shares, as of the
earlier of the two exercise dates). For this purpose, "Fair Market
Value" shall
mean (i) if shares of stock in the Parent are not listed or quoted
on a
nationally recognized market or exchange, the amount determined by
the Board of
Directors of the Parent, in good faith, taking into account the
value of
comparable companies, historical performance of the Company and
without regard
to minority discounts, and reasonably anticipated future
performance of the
Company, and (ii) if shares of stock in the Parent are listed or
quoted on a
nationally recognized market or exchange, the closing price per
share of such
stock on the date of the exercise of the Put Option or Call Option,
as
applicable (or the next following business day, if such option is
not exercised
on a business day). An option described herein shall be exercisable
only upon
written notice from the e