Exhibit 10.1
July 29, 2008
Mr. Chris Ayers
16311 Kyle Crest Trail
Cypress, Texas 77433
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Re:
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Final
Separation Agreement
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Dear Chris:
As we have discussed, you have
informed us that you wish to resign your employment with
Wyman-Gordon. In order to facilitate an amicable separation and to
assist you in this period of transition, Wyman-Gordon is offering
you the severance arrangement set forth in this Separation
Agreement (the “Agreement”).
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1.
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Employment
Continuation.
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Effective July 25, 2008, you
resigned as an officer of Precision Castparts Corp.
(“PCC”) and as a director and officer of the
subsidiaries for which you serve as a director or officer. Upon
execution of this Agreement, PCC will cause Wyman-Gordon Forgings,
Inc. (“Wyman-Gordon”) to continue your employment from
July 25, 2008 through December 31, 2008 (the
“Termination Date”), subject to earlier termination
pursuant to paragraph 7, below (the “Continuation
Period”). You will have no formal duties or authorities
during the Continuation Period to PCC and any of its subsidiaries
or affiliates (hereafter collectively referred to as the
“Company”) except to make yourself available upon
request of your successor or Mark Donegan to provide information or
assistance as they reasonably determine, and to fulfill such
reasonable requests in a professional and workmanlike manner and in
compliance with Company policies.
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2.
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Resignation
of Officer and Director Positions.
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You have agreed to resign your
positions as an officer of PCC and as an officer and director of
the Company, such resignations to be effective July 25,
2008.
(A) You will receive your current
salary and benefits (defined as health, life and disability
insurance coverage, 401(k) participation, your current
company-leased vehicle and Employee Stock Purchase Plan
participation; hereafter the “Benefits”) during the
Continuation Period, except that you agree (i) you will not be
eligible to receive a bonus in respect of fiscal 2009,
(ii) you will not be eligible for additional option grants in
fiscal 2009, (iii) during the
Mr. Chris Ayers
July 29, 2008
Page 2
Final Separation Agreement
Continuation Period you will use any
accrued vacation time you have as of the date of this Agreement;
(iv) you will not accrue any vacation or sick leave during the
Continuation Period; and (v) you agree that the change of
control agreement between you and the Company dated May 2,
2005 is terminated in full as of July 25, 2008.
(B) Your existing group health
insurance coverage continues through the end of the last month of
your employment. After that time, you may be eligible for
continuation coverage under a federal law that is referred to as
“COBRA.” Further information concerning COBRA coverage
options and rates will be provided to you in separate
correspondence. COBRA coverage may be available to you at your own
expense regardless of whether you enter into this
Agreement.
(C) As a terminating employee, you
should be aware that your Company-provided basic life insurance
coverage will end on the last day of the month in which your
employment terminates. You may have certain rights to convert to an
individual life policy. Further information regarding conversion of
your life insurance benefits to an individual policy is provided by
the Company’s life insurance carrier. In addition, your
long-term disability insurance coverage ends when your employment
terminates. You will retain any vested rights you may have under
the Company 401(k) Plan. Your rights and benefits are governed by
the terms of that Plan. You can contact Fidelity direct at
1-800-835-5095 to request a distribution, if you wish. Alternately,
you may leave your account balance in place with our plan under
Fidelity.
(D) The amounts in your account
under the PCC Executive Deferred Compensation Plan will be paid to
you pursuant to the provisions of such plan. Please refer to the
plan at
http://www.sec.gov/Archives/edgar/data/79958/000119312508124576/dex1015.htm
for more details. You have vested accrued retirement benefits under
the Wyman-Gordon Company Retirement Income Plan (the
“Wyman-Gordon Retirement Plan”) and under the Precision
Castparts Corp. Retirement Plan (the “PCC Retirement
Plan”). Your rights and benefits are governed by the terms of
each plan. Under those plans, written statements describing vested
accrued benefits are routinely sent after employment termination,
participants’ benefit payments ordinarily start at normal or
early retirement age and pre-retirement death benefits may be
payable. Your age and service combined are not sufficient to
qualify for any vested accrued benefit under the Precision
Castparts Corp. Supplemental Executive Retirement Program –
Level One Plan Ongoing (“SERP”). Upon employment
termination, your SERP participation will end with no benefit
payable. If you have any questions about these plans, you can
contact Tammy Aber (Wyman-Gordon Retirement Plan) at 281-856-3207,
Beth Wachtman (PCC Retirement Plan) at 503-772-6628 or Steve
Blackmore (SERP) at 503-417-4808.
(E) We agree that during the
Continuation Period you will not be subject to PCC’s Stock
Ownership Guidelines or its Pre-Clearance and Blackout Period
Procedures. Please be aware that these are internal guidelines and
have no impact on laws governing insider trading which you will be
subject to so long as you have material nonpublic information about
the
Mr. Chris Ayers
July 29, 2008
Page 3
Final Separation Agreement
Company. Also note that you are
currently subject to Section 16(b) of the Securities Exchange
Act of 1934 which has provisions on “short swing”
profits. Depending on your trading activity, Section 16(b) may
or may not be an issue for you. You should consult your advisors on
the matter.
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4.
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Confidential
Information .
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You acknowledge and re-affirm as a
term of this Agreement, your continuing obligations to the Company
pursuant to the Employee Agreement which you entered into on
January 30, 2003 and the Non-Disclosure and Inventions
Agreement which you entered into on July 13, 1999. A copy of
those Agreements is enclosed and they are incorporated by reference
into this Agreement. You further acknowledge that you have a duty
as a former officer and employee of the Company to keep
confidential all proprietary or confidential information obtained
by you during the course of your employment with the
Company. During the course of your employment, you have had
access to and have used substantial amounts of Company confidential
and proprietary information, including, but not limited to,
manufacturing processes and procedures, customer information,
strategic planning information, acquisition planning and strategy
information, human resources information, company policies,
procedures and objectives, Company financial information and other
Company operating information. This information is considered
also to be trade secrets of the Company. Accordingly, you
agree to maintain the confidentiality of all such information when
you leave the Company’s employment. You understand that
your disclosure of this information to anyone may subject you and
any other user of that information to legal and equitable claims by
the Company. You agree to maintain all such information on a
confidential basis and not to disclose it to any person except when
required by law, e.g., upon subpoena by a government
agency. You agree to promptly notify the Company or its
attorneys whenever you receive a summons, subpoena, or other
request for such information and to allow the Company reasonable
time to contest the disclosure of such information before any
required disclosure is made.
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5.
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Cooperation;
Non-solicitation, Non-disparagement and Non-competition
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You have requested and the Company
has agreed to formulate the separation arrangement set forth in
this Agreement on terms that will permit you to remain as an
employee of Wyman-Gordon through the November 2008 vesting dates
under the 2001 Stock Incentive Plan to which you are a party. All
outstanding options will continue to be governed by the terms of
your stock option award agreements and the 2001 Stock Incentive
Plan. Please refer to the plan at
http://www.sec.gov/Archives/edgar/data/79958/000104746904020259/a2138155zex-10_14.htm
for additional information. We estimate that the value of the
option and salary and benefit continuation provisions of this
Agreement (the “Consideration”) will amount
to