exv10w6



 









Exhibit 10.6




EMPLOYMENT AGREEMENT




     THIS EMPLOYMENT AGREEMENT, dated as of December 12, 2002 (the
“Agreement”), is made by and between United States Marine Repair, Inc., a
Delaware corporation (the “Company”), and Alexander J. Krekich (the
“Executive”).



     WHEREAS, it is the desire of the Company to assure itself of the services
of the Executive by engaging the Executive to perform such services under the
terms hereof; and



     WHEREAS, the Executive desires to commit himself to serve the Company on
the terms herein provided;



     NOW THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements set forth below, the parties hereto agree as follows:



     Section 1. Certain Definitions.




(a)      “Annual Base Salary” shall have the meaning set forth in Subsection
5(a).




(b)      “Board” shall mean the Board of Directors of the Company or any
Committee thereof duly created or authorized by the Board to act in its
behalf.




(c)       The Company shall have “Cause” to terminate the Executive’s employment
hereunder upon the Executive’s:




	 	(i)	 	failure to substantially perform his duties hereunder,
other than any such failure resulting from the Executive’s
Disability, after notice and reasonable opportunity for cure, all
as determined by the Board;
	 
	 	(ii)	 	conviction of a felony or a crime involving moral
turpitude; or
	 
	 	(iii)	 	fraud or personal dishonesty involving the Company’s assets.






(d)      “Company” shall have the meaning set forth in the preamble hereto.




(e)      “Corporate Transaction” shall mean any of the following events:




	 	(i)	 	a merger or consolidation of the Company with a
theretofore unaffiliated entity in which the stockholders or
interest holders of the Company




 









 






	 	 	 	receive cash, securities and/or
other marketable property in exchange for their voting stock or
partnership interests;
	 
	 	(ii)	 	the sale, transfer, exchange or other disposition of all
or substantially all of the assets of the Company;
	 
	 	(iii)	 	the acquisition by an unaffiliated Person, of (i) more
than 50% of the Common Stock then outstanding; or
	 
	 	(iv)	 	the liquidation, dissolution, or winding up of the
Company, other than a restructuring transaction which results in
the continuation of the Company’s business by an Affiliate.
	 
	 	 	 	As used in this Subsection 1(e); “Affiliate”, shall mean, with respect
to the Company, any Person which, prior to such Corporate Transaction,
was directly or indirectly controlling, controlled by, or under common
control with such entity, where “control” shall have the meaning given
such term under Rule 405 promulgated under the Securities Act of 1933;
and “Person” shall mean any individual, corporation, partnership,
limited liability company, business trust, joint stock company, trust,
unincorporated association, joint venture, governmental authority, or
other entity of whatever nature.






(f)      “Date of Termination” shall mean (i) if the Executive’s employment is
terminated by his death, the date of his death, or (ii) if the Executive’s
employment is terminated pursuant to any other provision of Subsection 6(a),
the date specified in the Notice of Termination.




(g)      “Disability” shall mean the Executive’s inability to perform the
Executive’s duties to the Company on a full-time basis for a total of 6
months during any 12 month period as a result of incapacity due to any
injury or to mental or physical illness which is determined to be reasonably
likely to extend beyond the completion of the Employment Period by a
physician selected by the Company and acceptable to the Executive or the
Executive’s legal representative (such agreement as to acceptability not to
be withheld unreasonably).




(h)      “Discretionary Bonus” shall mean the bonus payable under the Bonus Plan
set forth in Subsection 5(b).




(i)      “Effective Date” shall mean the date first set forth in the initial
paragraph of this
Agreement.




(j)      “Employment Period” shall have the meaning set forth in Subsection 2(b).




(k)      “Executive” shall have the meaning set forth in the preamble hereto.



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(l)      The Executive shall have “Good Reason” to terminate his employment in
the event that the Company either (1) fails to make any payment or provide
any benefit hereunder or commits a material breach of this Agreement and
does not cure such failure or breach after notice and a reasonable
opportunity to cure; or (2) gives to the Executive a notice of non-extension
under Subsection 2(b). As used in the preceding sentence, a “material
breach” of this Agreement shall, without limitation, include any of the
following events:




	 	(i)	 	Reduction in the Executive’s salary and/or Bonus Plan
eligibility;
	 
	 	(ii)	 	Relocation of the Executive’s current Norfolk, Virginia
metropolitan area employment location, without the Executive’s
prior written consent; and
	 
	 	(iii)	 	Substantial diminution of the Executive’s job
responsibilities as such responsibilities existed on the Effective
Date, without the Executive’s prior written consent.






(m)      “Notice of Termination” shall have the meaning set forth in Subsection
6(b).




(n)      “Severance Period” shall have the meaning set forth in Subsection
7(a)(i).




(o)      “UDII” shall mean United Defense Industries, Inc., a Delaware
corporation, the parent entity which owns the stock of the Company.



Section 2. Employment.





(a)      The Company shall employ the Executive and the Executive shall work in
the employ of the Company for the period set forth in this Section 2, in the
position set forth in Section 3, and upon the other terms and conditions
herein provided. The initial term of employment under this Agreement (the
“Initial Employment Period”) shall be for the period beginning on the
Effective Date and ending on the first anniversary of the Effective Date,
unless earlier terminated as provided in Section 6.




(b)      The Initial Employment Period shall automatically be extended for
successive one-year periods (“Extension Periods,” and, collectively with the
Initial Employment Period, the “Employment Period”) unless either party
gives notice of non-extension to the other no later than 90 days prior to
the expiration of the then applicable Employment Period.



Section 3. Position and Duties.





(a)      The Executive shall serve as the President of the Company. In such
capacity, the Executive shall have such customary responsibilities, duties,
and authority as may from time to time be assigned to the Executive by the
Board or its delegate; provided, however, that the Executive’s
responsibilities and authority shall not be reduced, without his prior
written consent, below the level and range thereof prevailing as of



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the
Effective Date of this Agreement. The Executive shall devote substantially
all his working time and efforts to the business and affairs of the Company.
The Executive shall not be required to perform any of his duties in a
manner inconsistent with applicable law or the United Defense Code of Ethics
and Standards of Conduct.




(b)      In addition to the ongoing responsibilities of the Executive’s position
identified in Subsection 3(a) above, the Executive specifically acknowledges
and agrees that his responsibilities under this Agreement shall include
assisting, as directed by the President & CEO of UDII, in the evaluation,
preparation, and/or consummation of any sale, merger, consolidation, or
other change of control or ownership of the Company or UDII (collectively, a
“Corporate Transaction”) as may be desired by UDII. Such assistance shall
include, without limitation, the preparation and production of materials and
records of interest to a potential acquirer; participation in meetings and
presentations regarding the Company or UDII and its business with any
potential acquirer; assisting the Company or UDII in providing materials and
information to, and/or participating in meetings with and presentations to
any governmental agency or agencies which may have a jurisdictional or other
appropriate interest in a Corporate Transaction; and the preparation and
production of any materials required in order to consummate any Corporate
Transaction to which the Company or UDII may agree.



Section 4. Place of Performance.




     In connection with his employment during the Employment Period, the
Executive shall be based in Norfolk, Virginia.



Section 5. Compensation and Related Matters.





(a)      Annual Base Salary. During the Employment Period, the Executive shall
receive an Annual Base Salary which (i) is currently in the amount of
$275,000 and (ii) may be increased from time to time during the Employment
Period hereof in accordance with the Company’s practices and procedures
regarding employee salaries.




(b)      Bonus. For each calendar year, or part, of the Employment Period, the
Executive shall be eligible to participate in the Company’s Key Employee
Bonus Plan (or any revision, supplement, or replacement thereof, however
denominated; hereinafter, the “Bonus Plan”).




(c)      Benefits. During the Employment Period, the Executive shall be entitled
to participate in the other employee benefit plans, programs, and
arrangements of the Company now or hereafter in effect which are applicable
to the senior officers of the Company, subject to and on a basis consistent
with the terms, conditions, and overall administration thereof, including
but not limited to the Company’s Non-qualified Deferred Compensation Plan,
the Executive Wellness Plan, Medical Plan, Dental Plan, Vision Plan, Short
and Long Term Disability Plans, Life, AD&D, and Travel



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Accident Insurance,
and the Company’s programs and practices regarding vacations, personal days,
and paid holidays. In addition, during the Employment Period, the Executive
shall be entitled to a car allowance of $12,000 per calendar year payable in
accordance with the Company’s customs and practices for payment of such
amounts to senior officers.




(d)      Expenses. The Company shall reimburse the Executive for all reasonable
travel and other business expenses incurred by him in the performance of his
duties to the Company, in accordance with the Company’s expense
reimbursement policy.



Section 6. Termination.




     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:




   (a)         (i)      Death. The Executive’s employment hereunder shall terminate
upon his death.




	 	(ii)	 	Disability. If the Company determines in good faith that
the Executive has incurred a Disability, the Company may give the
Executive written notice of its intention to terminate the
Executive’s employment. In such event, the Executive’s employment
with the Company shall terminate effective on the 30th day after
receipt of such notice by the Executive, provided that within 30
days after such receipt, the Executive shall not have returned to
full-time performance of his duties. The Executive shall continue
to receive his Annual Base Salary until the Date of Termination.
	 
	 	(iii)	 	Cause. The Company may terminate the Executive’s employment
hereunder for Cause.
	 
	 	(iv)	 	Good Reason. The Executive may terminate his employment for
Good Reason.
	 
	 	(v)	 	Without Cause. The Company may terminate the Executive’s
employment hereunder without Cause.
	 
	 	(vi)	 	Resignation without Good Reason. The Executive may resign his
employment without Good Reason upon 60 days prior written notice to
the Company. Without limiting the meaning of the term “without Good
Reason”, a resignation from employment for purposes of retirement or
to take other employment shall constitute a resignation without Good
Reason.






(b)      Notice of Termination. Any termination of the Executive’s employment by
the Company or by the Executive under this Section 6, other than termination
pursuant to Subsection 6(a)(i), shall be communicated by written notice to
the other party hereto



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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, except in the case of termination for Cause, shall be at
least 14 days following the date of such notice (a “Notice of Termination”).



     Section 7. Severance Payments.




(a)      Termination without Cause or for Good Reason. If the Executive’s
employment shall terminate without Cause pursuant to Subsection 6(a)(v)
above, or for Good Reason pursuant to Section 6(a)(iv) above, the Company
shall:




	 	(i)	 	pay to the Executive, following the Date of Termination,
an amount equal to the Annual Base Salary that the Executive would
have been entitled to receive had he continued his employment
hereunder for a period of 2 years (the “Severance Period”), such
payment to be made as follows:






	 	(A)	 	if, within 18 months prior to the Date of
Termination, no Corporate Transaction has occurred, then
the Annual Base Salary amounts for the Severance Period
shall be paid over the duration of the Severance Period in
accordance with the Company’s regular payroll practice for
salaried employees; or
	 
	 	(B)	 	if, within 18 months prior to the Date of
Termination, a Corporate Transaction has occurred, then the
Annual Base Salary amounts for the Severance Period shall
be paid, at the Executive’s election, either in a lump sum
within 30 days following the Date of Termination, or in the
manner specified by Subsection 7(a)(i)(A) above;






	 	(ii)	 	pay to the Executive a prorated Discretionary Bonus for
that portion of the calendar year in which the Date of Termination
occurred during which the Executive was employed by the Company
(i.e., the period commencing January 1 of such year and ending on
the Date of Termination), calculated at the higher of the target
bonus or the bonus payable upon actual results in accordance with
the Bonus Plan, such payment to be made at the time bonuses are
generally payable under the terms of the Bonus Plan; and
	 
	 	(iii)	 	pay to the Executive, following the Date of Termination,
a Discretionary Bonus for the Severance Period, consisting for
each year of the Severance Period of an amount equal to the
Executive’s target bonus for the calendar year immediately
preceding the Date of Termination, such payments to be made as
follows:





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	 	(A)	 	if, within 18 months prior to the Date of
Termination, no Corporate Transaction has occurred, then
the Discretionary Bonus shall be paid pro rata on a monthly
basis over the duration of the Severance Period; or,
	 
	 	(B)	 	if, within 18 months prior to the Date of
Termination, a Corporate Transaction has occurred, then the
Discretionary Bonus for all portions of the Severance
Period shall be paid, at the Executive’s election, either
within 30 days following the Date of Termination, or in the
manner specified by Subsection 7(a)(iii)(A) above; and






	 	(iv)	 	continue, for the remainder of the Severance Period, the
Executive’s coverage under all Company welfare benefit plans and
programs in which the Executive was entitled to participate
immediately prior to the Date of Termination, at the same premium
cost, and at the same coverage level, as in effect immediately
preceding the Date of Termination. However, in the event the
premium cost shall change for all employees of the Company, or for
management employees with respect to supplemental benefits, the
cost shall change for the Executive in a corresponding manner.






The payments required by Subsections 7(a)(i), 7(a)(ii), and, 7(a)(iii) above
shall be in lieu of any payments to which the Executive would otherwise be
entitled under the Company’s general severance policy pertaining to
reductions in force.




(b)      Excise Tax Indemnification. With respect to any payment(s) made to the
Executive under this Section 7 or otherwise and any accelerated vesting
and/or exercise of stock options under any Company stock plan, and only in
the event that any thereof result in the assertion by the Internal Revenue
Service (“IRS”) that the Executive is liable under Section 280G and/or 4999
of the Internal Revenue Code of 1986, as amended (the “Code”) for the
payment of an excise tax on so-called “excess parachute payments” under such
Code sections, or for any other tax or imposition, however denominated, and
whether federal, state, or local, in addition to or excess of ordinary
income tax rates (any such tax being hereinafter referred to as an “EPP
Tax”), then the Company shall indemnify and hold harmless the Executive from
and against any such demand or assertion from the IRS or any other taxing
authority, by (i) paying to the Executive an amount sufficient to cover both
such asserted EPP Tax and any income or other tax payable by the Executive
on or on account of receiving such indemnification payment, and/or (ii) at
the Company’s sole election, contesting, at the Company’s expense and with
counsel and/or other advisors of the Company’s choosing, the applicability
or amount of such EPP Tax with the IRS or other taxing authority, in which
event the Executive shall cooperate as reasonably requested by the Company
in any such proceeding.




(c)      Survival. The expiration or termination of the Employment Period shall
not impair the rights or obligations of any party hereto as existing or
accrued through the Date of Termination.



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Section 8. Competition.





(a)      The Executive shall not, at any time during the Employment Period, and,
if severance payments are made pursuant to Section 7 hereof, then also
during the Severance Period, without the prior written consent of the Board,
directly or indirectly engage in, or have any interest in or manage or
operate any Competitor (as such term is defined in the last sentence of this
Subsection 8(a)), whether such engagement occurs in the capacity of a
director, officer, employee, agent, representative, partner, security
holder, consultant, or otherwise; provided, however, that the Executive
shall be permitted to acquire a stock interest in a Competitor which is a
corporation provided such stock is publicly traded and the stock so acquired
is not more than one percent of the outstanding shares of such corporation.
As used in the preceding sentence, “Competitor” shall mean any business
organization, whether in corporate, partnership, or other form, and whether
located in the United States or elsewhere, which, as of the Executive’s Date
of Termination, is established as a private-sector provider of ship repair,
maintenance, overhaul, and/or modernization services.




(b)      In the event that the provisions of Subsection 8(a) shall be determined
by any court of competent jurisdiction to be unenforceable by reason of its
extending for too great a period of time or over too great a geographical
area or by reason of its being too extensive in any other respect, then such
provisions shall be interpreted to extend only over the maximum period of
time for which it may be enforceable, and/or over the maximum geographical
area as to which it may be enforceable, and/or to the maximum extent in all
other respects as to which it may be enforceable, all as determined by such
court in such action.



Section 9. Nondisclosure of Proprietary Information.





(a)      Except as required in the faithful performance of the Executive’s duties
hereunder or pursuant to Subsection 9(c) below, the Executive shall, in
perpetuity, maintain in confidence and shall not directly or indirectly use,
disseminate, disclose, or publish, or use for his benefit or the benefit of
any person, firm, corporation, or other entity any confidential or
proprietary information or trade secrets of or relating to the Company,
including, without limitation, information with respect to the Company’s
operations, processes, products, inventions, business practices, finances,
principals, vendors, suppliers, customers, potential customers, marketing
methods, costs, prices, contractual relationships, regulatory sums,
compensation paid to employees or other terms of employment, or deliver to
any person, firm, corporation or other entity any document, record,
notebook, computer program, or similar repository of or containing any such
confidential or proprietary information or trade secrets. The parties hereby
stipulate and agree that as between them the foregoing matters are
important, material, confidential, and proprietary information and trade
secrets and affect the successful conduct of the business of the Company.



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(b)      Upon termination of the Executive’s employment with the Company for any
reason, the Executive shall promptly deliver to the Company all
correspondence, drawings, manuals, letters, notes, notebooks, reports,
programs, plans, proposals, financial documents, or any other documents
which either concern the Company’s customers, business plans, marketing
strategies, products, or processes, or which contain proprietary information
or trade secrets of the Company.




(c)      The Executive may respond to a lawful and valid subpoena or other legal
process seeking any of the information or material referred to in Subsection
9(a) or 9(b) above, but shall give the Company the earliest possible notice
thereof, and shall, as much in advance of the return date as possible, make
available to the Company and its counsel the documents and other information
sought and shall assist such counsel in resisting or otherwise responding to
such process.



10. Injunctive Relief.




     The Executive recognizes and acknowledges that a breach of the covenants
contained in Sections 8 and 9 would cause irreparable damage to the Company and
its goodwill, the exact amount of which would be difficult or impossible to
ascertain, and that the remedies at law for any such breach would be
inadequate. Accordingly, the Executive agrees that in the event of a breach of
any of the covenants contained in Sections 8 and 9, in addition to any other
remedy which may be available at law or in equity, the Company shall be
entitled to specific performance and injunctive relief.



11. Successors and Assigns.




     This Agreement shall be binding upon and inure to the benefit of the
Company, the Executive, and their respective successors, assigns, personnel and
legal representatives, executors, administrators, heirs, distributees,
devisees, and legatees, as applicable; provided, however, that the Executive
acknowledges that this Agreement is a personal services contract and is
therefore not assignable by the Executive.



12. Governing Law.




     This Agreement shall be governed, construed, interpreted, and enforced in
accordance with the laws of the State of Virginia.



13. Validity.




     The invalidity or unenforceability of any provision or provisions of his
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.



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14. Notices.




     Any notice, request, claim, demand, document, or other communication
hereunder to any party shall be effective upon receipt (or refusal of receipt)
and shall be in writing and delivered personally or sent by telex, telecopy, or
certified or registered mail, postage prepaid, as follows:




	 	(a)	 	If to the Company,
	 
	 	 	 	USMR Board of Directors

c/o Thomas W. Rabaut

United Defense Industries, Inc.

1525 Wilson Blvd., Suite 700

Arlington, VA 22209-2444
	 
	 	 	 	With a copy to:
	 
	 	 	 	United Defense Industries, Inc.

1525 Wilson Blvd., Suite 700

Arlington, VA 22209-2444

Attention: David V. Kolovat

                    Vice President and

                    General Counsel
	 
	 	(b)	 	If to the Executive, to him at the address set forth
below under his signature on the last page of this
Agreement;




or to any other address as any party shall have specified for itself by notice
in writing to the other party.




Section 15. Counterparts.




     This Agreement may be executed in several counterparts, each of which
shall be deemed to be an original, but all of which together will constitute
one and the same Agreement, which shall be sufficiently evidenced by any one of
such original counterparts.



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Section 16. Scope of Agreement.




     The terms of this Agreement are intended by the parties to constitute the
final expression of their agreement with respect to the employment of the
Executive by the Company and may not be contradicted by evidence of any prior
or contemporaneous agreement. The parties further intend that this Agreement
shall constitute the complete and exclusive statement of its terms and that no
extrinsic evidence whatsoever may be introduced in any judicial,
administrative, or other legal proceeding to vary the terms of this Agreement.
The parties also recognize that each of them has or may have rights powers, and
obligations arising under or with respect to various employee benefit plans,
programs, and/or policies of the Company (collectively, the “Company Plans”).
The Company and the Executive intend and agree that, except as specifically
provided in this Agreement, neither the existence, provisions, operation, nor
enforcement of this Agreement shall in any way impair, alter, of vary either
(i) the terms and conditions of any of the Company Plans, or (ii) the
respective rights, powers, and obligations of the Company or the Executive
under any of the Company Plans.



Section 17. Amendments and Waivers.




     This Agreement may not be modified, amended, or terminated except by an
instrument in writing, signed by the Executive and the Board or its delegate.
No right or power under this Agreement, including but not limited to any right
of termination by either party under Section 6, shall be waived except by an
instrument in writing, signed by the party whose right or power is thereby
being waived. No such waiver shall operate as a waiver of, or estoppel with
respect to, any other or subsequent failure. No failure to exercise and no
delay in exercising any right, remedy, or power hereunder shall preclude any
other or further exercise of such or any other right, remedy, or power provided
herein or by law or in equity.



Section 18. No Inconsistent Actions.




     The parties hereto shall not voluntarily undertake or fail to undertake
any action or course of action inconsistent with the provisions or essential
intent of this Agreement. Furthermore, it is the intent of the parties hereto
to act in a fair and reasonable manner with respect to the interpretation and
application of the provisions of this Agreement.



Section 19. Arbitration.




     Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration, conducted before a
single arbitrator in Norfolk, Virginia, in accordance with the rules of the
American Arbitration Association then in effect. Judgment may be entered on the
arbitrator’s award in any court having jurisdiction; provided, however, that
the Company shall be entitled to seek a restraining order or injunction in any
court of competent jurisdiction to prevent any continuation of any violation of
the provisions of Sections 8 or 9 of this Agreement and the Executive



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hereby
consents that such restraining order or injunction may be granted without the
necessity of the Company’s posting any bond and provided further that the
Executive shall be entitled to seek specific performance of his right to be
paid until the Date of Termination during the pendency of any dispute or
controversy arising under or in connection with this Agreement. The fees and
expenses of the arbitrator shall be borne by the Company.



Section 20. Prior Employment Agreements.




     This Agreement terminates and supersedes any and all prior employment
agreements or understandings, written or oral, between the Executive and the
Company or any of its subsidiaries or affiliates.



     IN WITNESS WHEREOF, the parties have executed this Agreement on the date
and year first above written.




	 	 	 	United States Marine Repair, Inc.

By:___________________________

Name:_________________________

Title:__________________________

Date of signature:________________
	 
	 	 	 	Executive
	 
	 	 	 	______________________________

Name: Alexander J. Krekich

Address:______________________________

               ______________________________

	 
	 	 	 	Date of signature: _____________________






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