Prepared by MERRILL CORPORATION




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Exhibit 10H  


 
 

Form for Change of Control Agreement    
  


Executive's
Name

Job Title

Company Address

City, State, Postal Code 


Dear            :



    Precision
Castparts Corp. (the "Company") considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel. In this
connection, the Board of Directors of the Company (the "Board") recognizes that, as is the case with many publicly held corporations, the possibility of a change in control of the Company may exist
and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and
it stockholders. 


    The
Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company's management, including
yourself, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a change in control of the Company. 


    In
order to induce you to remain in the employ of the Company, the Company agrees that you shall receive the severance benefits set forth in this letter agreement (the "Agreement") in
the event your employment with the Company is terminated under the circumstances described below subsequent to a "change in control of the Company" (as defined in Section 2). 


    1.  Term of Agreement.  This Agreement shall commence on the date you agree to its terms (as indicated on
the signature page of this Agreement), and shall continue in effect through December 31, 2001; provided, however, that commencing on January 1, 2002, and each January 1
thereafter, the term of this Agreement shall automatically be extended for one additional year unless, not later than September 30 of the preceding year, the Company shall have given notice
that it does not wish to extend this Agreement (provided that no such notice may be given during the pendency of a potential change in control of the Company, as defined in Section 2); and
provided, further, that if a change in control of the Company, as defined in Section 2, shall have occurred during the original or extended term of this Agreement, this Agreement shall continue
in effect for a period of twenty-four (24) months beyond the month in which such change in control occurred. 


    2.  Change in Control; Potential Change in Control.  (i) No benefits shall be payable hereunder
unless there shall have been a change in control of the Company, as set forth below. For purposes of this Agreement, a "change in control of the Company" shall be deemed to have occurred if: 




    (a) any
"person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than the Company, any
trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding securities; 


    (b) during
any period of two consecutive years, individuals who at the beginning of such period constituted a majority of the Board of Directors cease for any reason to
constitute a majority thereof unless the nomination or election of such new directors was approved by a vote of at least two-thirds of the directors then still in office who were directors
at the beginning of such period; 










    (c) the stockholders of the Company approve a merger or consolidation of the Company with any other company or statutory plan of exchange involving the Company
("Merger"), other than (1) a Merger which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or
by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately
after the Merger or (2) a Merger effected to implement a recapitalization of the Company (or similar transaction) in which no "person" (as hereinabove defined) acquires more than 20% of the
combined voting power of the Company's then outstanding securities; or 


    (d) the
stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) or disposition by the Company of all or substantially all of the Company's assets. 





    Notwithstanding
the foregoing, unless otherwise determined by the Board, no change in control of the Company shall be deemed to have occurred if (i) you are a member of a
management group which first announces a proposal which constitutes a potential change in control (as defined in this Section 2) which proposal (including any modifications thereof) is
ultimately successful or (ii) you acquire an equity interest in the entity which ultimately acquires the Company pursuant to the transaction described in (i) of this paragraph. 



    (ii) For
purposes of this Agreement, a "potential change in control" of the Company shall be deemed to have occurred if: 



    (a) the
Company enters into an agreement, the consummation of which would result in the occurrence of a change in the control of the Company; 


    (b) any
person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a change in control
of the Company; 


    (c) any
person, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company (or a company owned, directly or indirectly, by
the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), who is or becomes the beneficial owner, directly or indirectly, of securities of the
Company representing 9.5% or more of the combined voting power of the Company's then outstanding securities, increases his beneficial ownership of such securities by 3 percentage points or more
over the percentage so owned by such person on the date hereof; or 


    (d) the
Board adopts a resolution to the effect that, for purposes of this Agreement, a potential change in control of the Company has occurred. 




    (iii) You
agree that, subject to the terms and conditions of this Agreement, in the event of a potential change in control of the Company, you will remain in the employ
of the Company until the earliest of (a) a date which is 270 days from the occurrence of such potential change in control of the Company, (b) the termination by you of your
employment by reason of Disability as defined in Section 3(ii), or (c) the date on which you first become entitled under this Agreement to receive the benefits provided in
Section 4(iii) below. 




    3.  Termination Following Change in Control.  (i)  General. If any of the events described in Section 2 constituting a change in control of
the Company shall have occurred, you shall be entitled
to the benefits provided in Section 4(iii) upon the subsequent termination of your employment within 24 months following the change in control, unless such termination is
(a) because of your death or Disability, (b) by the Company for Cause, or (c) by you other than for Good Reason. In the event your 







employment with the Company is terminated for any reason and subsequently a change in control of the Company occurs, you shall not be entitled to any benefits hereunder. 



    (ii) Disability. If, as a result of your incapacity due to physical or mental illness, you shall have been absent from
the full-time performance of your duties with the Company for six (6) consecutive months, and within thirty (30) days after written notice of termination is given you shall
not have returned to the full-time performance of your duties, your employment may be terminated for "Disability." 


    (iii) Cause. Termination by the Company of your employment for "Cause" shall mean termination (a) upon the
willful and continued failure by you to substantially perform your duties with the Company (other than any such failure resulting from your incapacity due to physical or mental illness or any such
actual or anticipated failure after the issuance of a Notice of Termination (as defined in Subsection 3(v)) by you for Good Reason (as defined in Subsection 3(iv)), after a written demand for
substantial performance is delivered to you by the Board, which demand specifically identifies the manner in which the Board believes that you have not substantially performed your duties, or
(b) the willful engaging by you in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of this Subsection, no act, or failure to act, on
your part shall be deemed "willful" unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in or not opposed to the best interest
of the Company. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to you a copy of a resolution duly adopted by
the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board (after reasonable notice to you and an opportunity for you, together with
your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of conduct set forth above in this Subsection and specifying the particulars thereof in
detail. 


    (iv) Good Reason. You shall be entitled to terminate your employment for Good Reason. For purposes of this Agreement,
"Good Reason" shall mean, without your express written consent, the occurrence after a change in control of the Company of any of the following circumstances unless, in the case of paragraphs (a),
(e), (f), (g) or (h), such circumstances are fully corrected prior to the Date of Termination (as defined in Section 3(vi)) specified in the Notice of Termination (as defined in
Section 3(v)) given in respect thereof: 



    (a) the
assignment to you of any duties inconsistent (except in the nature of a promotion) with the position in the Company that you held immediately prior to the
change in control of the Company, or
an adverse alteration in the nature or status of your position or responsibilities or the conditions of your employment from those in effect immediately prior to such change in control; 


    (b) a
reduction by the Company in your annual base salary as in effect on the date hereof or as the same may be increased from time to time except for
across-the-board salary reductions similarly affecting all management personnel of the Company and all management personnel of any person in control of the Company; 



    (c) the
Company's requiring you to be based more than 50 miles from the Company's offices at which you are principally employed immediately prior to the date of the
change in control except for required travel on the Company's business to an extent substantially consistent with your present business travel obligations; 


    (d) the
failure by the Company to pay to you any portion of your current compensation or compensation under any deferred compensation program of the Company within
seven (7) days of the date such compensation is due; 



    (e) the
failure by the Company to continue in effect any material compensation or benefit plan in which you participate immediately prior to the change in control of
the Company, unless an equitable and reasonably comparable arrangement (embodied in an 










ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue your participation therein (or in such substitute or alternative plan) on a
basis not materially less favorable, both in terms of the amount of benefits provided and the level of your participation relative to other participants, than existed at the time of the change in
control of the Company; 


    (f)  the
failure by the Company to continue to provide you with benefits substantially similar to those enjoyed by you under any of the Company's life insurance,
medical, dental, accident, or disability plans in which you were participating at the time of the change in control of the Company, the taking of any action by the Company which would directly or
indirectly materially reduce any of such benefits, or the failure by the Company to provide you with the number of paid vacation days to which you are entitled on the basis of your years of service
with the Company in accordance with the Company's normal vacation policy in effect at the time of the change in control of the Company; 


    (g) the
failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 5
hereof; or 


    (h) any
purported termination of your employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Subsection (v) hereof
(and, if applicable, the requirements of Subsection (iii) hereof), which purported termination shall not be effective for purposes of this Agreement. 




    For
purposes of this Subsection (iv), a good faith determination of "Good Reason" made by you shall be conclusive. Your right to terminate your employment pursuant to this Subsection
shall not be affected by your incapacity due to physical or mental illness until your employment is terminated pursuant to Section 3(ii). Your continued employment shall not constitute consent
to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder. 


    (v) Notice of Termination. Any purported termination of your employment by the Company or by you shall be communicated
by written Notice of Termination to the other party hereto in accordance with Section 6. "Notice of Termination" shall mean a notice that shall indicate the specific termination provision in
this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated. 


    (vi) Date of Termination, Etc. "Date of Termination" shall mean (a) if your employment is terminated for
Disability, thirty (30) days after Notice of Termination is given (provided that you shall not have returned to the full-time performance of your duties during such thirty
(30)-day period), and (b) if your employment is terminated pursuant to Subsection (iii) or (iv) hereof or for any other reason (other than Disability), the date
specified in the Notice of Termination (which, in the case of a termination for Cause shall not be less than thirty (30) days from the date such Notice of Termination is given, and in the case
of a termination for Good Reason shall not be less than fifteen (15) nor more than sixty (60) days from the date such Notice of Termination is given); provided, however, that if within
fifteen (15) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this proviso), the party receiving such Notice of
Termination notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which the dispute is finally Determined, either by mutual
written agreement of the parties or by a binding arbitration award; and provided, further, that the Date of Termination shall be extended by a notice of dispute only if such notice is given in good
faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any dispute, the Company will continue to pay you your full
compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, base salary) and continue you as a participant in all compensation, benefit and insurance
plans in which you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with this Subsection. Amounts paid under this Subsection
are in addition to all other amounts due under 








this Agreement, and shall not be offset against or reduce any other amounts due under this Agreement and shall not be reduced by any compensation earned by you as the result of employment by another
employer. 




    4.  Compensation Upon Termination or During Disability.  Following a change in control of the Company,
you shall be entitled to the following benefits during a period of disability, or upon termination of your employment, as the case may be, provided that such period or termination occurs during the
term of this Agreement: 



     (i) During
any period that you fail to perform your full-time duties with the Company as a result of incapacity due to physical or mental illness, you shall
continue to receive your base salary at the rate in effect at the commencement of any such period, together with all compensation payable to you under the Company's disability plan or program or other
similar plan during such period, until this Agreement is terminated pursuant to Section 3(ii) hereof. Thereafter, or in the event your employment shall be terminated by reason of your
death, your benefits shall be determined under the Company's retirement, insurance and other compensation programs then in effect in accordance with the terms of such programs. 


    (ii) If
your employment shall be terminated by the Company for Cause or by you other than for Good Reason, the Company shall pay you your full base salary through the
Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan of the Company at the time such
payments are due, and the Company shall have no further obligations to you under this Agreement. 


    (iii) If
your employment by the Company should be terminated by the Company other than for Cause or Disability or if you should terminate your employment for Good
Reason, you shall be entitled to the benefits provided below: 



    (a) the
Company shall pay to you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given plus all other
amounts to which you are entitled under any compensation plan of the Company, at the time such payments are due; 



    (b) in
lieu of any further salary payments to you for periods subsequent to the Date of Termination, the Company shall pay as severance pay to you, at the time
specified in Subsection (v), a lump sum severance payment (together with the payments provided in paragraphs (d), (e) and (f) below, the "Severance Payments") equal to 3 times the sum of
(1) the greater of (i) your annual rate of base salary in effect on the Date of Termination or (ii) your annual rate of base salary in effect immediately prior to the change in
control of the Company and (2) the greater of (i) the average of the last three annual bonuses (annualized in the case of any bonus paid with respect to a partial year) paid to you
preceding the Date of Termination or (ii) your target bonus under the Company's executive performance compensation plans in which you participate for the year in which such change in control
occurs; 


    (c) the
Company shall pay to you all legal fees and expenses incurred by you as a result of such termination, including all such fees and expenses, if any, incurred in
contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement (other than any such fees or expenses incurred in connection with any
such claim which is determined to be frivolous) or in connection with any tax audit or proceeding to the extent attributable to the application of section 4999 of the Internal Revenue Code of
1986, as amended (the "Code"); and 


    (d) for
a thirty-six (36) month period after such termination, the Company shall arrange to provide you with life, accident and health insurance
benefits substantially similar to those which you were receiving immediately prior to the change in control of the Company. Notwithstanding the foregoing, the Company shall not provide any benefit
otherwise receivable by you pursuant to this paragraph (d) to the extent that a similar benefit is actually 










received by you from a subsequent employer during such thirty-six (36) month period, and any such benefit actually received by you shall be reported to the Company; 


    (e) in
addition to the retirement benefits to which you are entitled under the Company Pension Plan and any supplemental or excess benefit pension plan maintained by
the Company or any of its subsidiaries (collectively, the "Plans"), the Company shall pay you a lump sum, in cash, equal to the actuarial equivalent of the excess of (i) the retirement pension
(determined as a straight life annuity commencing at age 65) which you would have accrued under the terms of the Plans (without regard to the limitations imposed by section 401(a)(17) of
the Code or any amendment to the Plans made subsequent to a change in control of the Company and on or prior to the Date of Termination, which amendment adversely affects in any manner the computation
of retirement benefits thereunder), determined as if you were fully vested thereunder and had continued to be employed by the Company (after the Date of Termination) for three additional years and as
if you had accumulated three additional calendar years of compensation (for purposes of determining your pension benefits thereunder), each in an amount equal to the amount determined under
clause (i) of Section 4(iii)(b) hereof, over (ii) the vested retirement pension (determined as a straight life annuity commencing at age 65), which you had then accrued pursuant
to the provisions of the Plans. For purposes of this Subsection, "actuarial equivalent" shall be determined using the same methods and assumptions utilized under the Company Pension Plan immediately
prior to the change in control of the Company; 


    (f)  should
you move your residence in order to pursue other business opportunities within one (1) year after the Date of Termination, the Company will pay you,
at the time specified in Subsection (v), an amount equal to the expenses incurred by you in connection with such relocation (including expenses incurred in selling your home to the extent such
expenses were customarily reimbursed by the Company to transferred Employees prior to the change in control of the Company) and which are not reimbursed by another employer; and 



    (g) all
options to purchase shares of Common Stock of the Company and all stock appreciation rights, in each case granted after the date of this Agreement (or prior to
the date of this Agreement if the terms of the option or stock appreciation right provide for acceleration upon a change in control of the Company) and held by you immediately prior to Termination
shall become exercisable at any time on and after the Date of Termination, whether or not otherwise exercisable in accordance with the terms of the employee benefit plans pursuant to which such
options and stock appreciation rights were granted, and all restrictions on any restricted stock held by you shall lapse. 




    (iv) Notwithstanding
anything in this Agreement to the contrary, whether or not you become entitled to the Severance Payments, if any of the Severance Payments or any
other payment or benefit received or to be received by you in connection with a change in control of the Company or the termination of your employment (whether pursuant to the terms of this Agreement
or any other plan, arrangement or agreement with the Company, any person whose actions result in a change in control of the Company or any person affiliated with the Company or such person)
(collectively with the Severance Payments, "Total Payments") will be subject to the tax (the "Excise Tax") imposed by section 4999 of the Code (or any similar tax that may hereafter be imposed)
the Company shall pay to you at the time specified in Subsection (v), below, an additional amount (the "Gross-Up Payment") such that the net amount retained by you, after deduction of any
Excise Tax on the Total Payments and any federal, state and local income tax and Excise Tax upon the payment provided for by this subsection, shall be equal to the Total Payments. For purposes of
determining whether any amounts will be subject to the Excise Tax and the amount of such Excise Tax, (a) all amounts representing the Total Payments shall be treated as "parachute payments"
within the meaning of section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of section 280G(b)(1) of the Code shall be treated as subject to the Excise
Tax, unless in the opinion of tax counsel selected by the Company's independent auditors and acceptable to you the Total Payments (in whole or in part) do not constitute parachute payments, or such
excess 









parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of section 280G(b)(4) of the Code in excess of the base amount
within the meaning of section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax, (b) the amount of the Total Payments which shall be treated as subject to the Excise
Tax shall be equal to the lesser of (1) the total amount of the Total Payments or (2) the amount of excess parachute payments within the meaning of section 280G(b)(1) of the Code
(after applying clause (a), above), and (c) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in
accordance with the principles of sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income
taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate
of taxation in the state and locality of your residence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local
taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of your employment, you shall repay to the Company
at the time that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the
Gross-Up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a
reduction in Excise Tax and/or a federal and state and
local income tax deduction) plus interest on the amount of such repayment at the rate provided in section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the
amount taken into account hereunder at the time of the termination of your employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the
Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess (plus any interest payable with respect to such excess) at the time that the
amount of such excess is finally determined. 


    (v) The
payments provided for in Subsections (iii) and (iv) shall be made not later than the eighth day following execution by you of the Release of
Claims attached as Exhibit A (the "Release of Claims"); provided, however, that if the amounts of such payments cannot be finally determined on
or before such day, the Company shall pay to you on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments and shall pay the remainder of such
payments (together with interest at the rate provided in section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirty-eighth day
after the Company's receipt of your signed Release of Claims. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall
constitute a loan by the Company to you payable on the fifth day after demand therefor by the Company (together with interest at the rate provided in section 1274(b)(2)(B) of the Code). 


    (vi) Except
as provided in Subsection (iii)(d) hereof, you shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking
other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 be reduced by any compensation earned by you as the result of employment by another
employer, by retirement benefits, by offset against any amount claimed to be owed by you to the Company, or otherwise. 




    5.  Release of Claims.  In consideration for and as a condition precedent to receiving the severance
benefits stated in Section 4(iii) of this Agreement, you agree to execute the Release of Claims substantially in the form attached as Exhibit A. If your employment is terminated
by the Company other than for Cause or Disability or by you for Good Reason, you promise to execute and deliver the Release of Claims to the Company within the later of (a) 45 days after
the date you receive the Release of Claims or (b) the last day of your active employment. 



    6.  Successors; Binding Agreement.  (i) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business 







and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession
had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle you to all
benefits under Section 4(iii) from the Company in the same amount and on the same terms to which you
would be entitled thereunder, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this
Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law,
or otherwise. 



    (ii) This
Agreement shall inure to the benefit of and be enforceable by you and your personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If you should die while any amount would still be payable to you hereunder had you continued to live, all such amounts, unless otherwise provided herein, shall be
paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there is no such designee, to your estate. 




    7.  Notice.  For purposes of this Agreement, notices and all other communications provided for in this
Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed
to the respective addresses set forth on the first page of this Agreement, provided that all notices to the Company shall be directed to the attention of the Board with a copy to the Secretary of the
Company, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt. 


    8.  Miscellaneous.  No provision of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing and signed by you and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach
by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Oregon without
regard to its conflicts of law principles. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided
for hereunder shall be paid net of any applicable withholding required under federal, state or local law. The obligations of the Company under Section 4 shall survive the expiration of the term
of this Agreement. 


    9.  Validity.  The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect and the invalid or unenforceable provision shall be modified to give effect as nearly
as possible to the original intent of the parties. 


    10.  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 instrument. 


    11.  Arbitration.  (i) Any dispute arising out of or relating to this Agreement or a breach
thereof, shall be finally and conclusively resolved by arbitration administered by the American Arbitration Association ("AAA") as modified by this Agreement or the subsequent agreement of the
parties. Judgment on the award rendered by the arbitrator may be entered in and enforced by any court having jurisdiction thereof. 



    (ii) The
number of arbitrators shall be one, which person shall be neutral and shall be mutually agreed upon by all parties within 30 days after a written
request for arbitration by one party is delivered to all other parties. In the event that the parties cannot agree on an arbitrator, the arbitrator shall be selected within 10 days thereafter
by the AAA from a list submitted by the 








parties, with each party having the right to propose two names. If a qualified arbitrator cannot be appointed from the initial list, the process will be repeated every five days thereafter until a
qualified arbitrator is selected. 


    (iii) The
place of arbitration shall be Portland, Oregon. Unless otherwise agreed by the parties, the following procedures will be followed in any arbitration between
the parties: 



    a.  Pre-arbitration
investigations and depositions shall be conducted expeditiously and, absent a showing of clear need, shall be completed within
30 days after selection of an arbitrator. Unless ordered by the arbitrator to preserve testimony for the hearing, each party shall have the right to take no more than three depositions, each of
which shall last a total of no more than two days. 


    b.  The
arbitration hearing shall begin no more than 60 days after the arbitrator is selected and shall be closed no more than 60 days thereafter. The
arbitrator's award shall be issued within 30 days after the hearing is closed. 




    (iv) Either
party may make an application to a court of competent jurisdiction for an order enforcing this arbitration agreement or for injunctive relief to maintain
the status quo until such time as the arbitration award is rendered or the controversy is otherwise resolved. Both parties consent to the jurisdiction of the AAA. 




    12.  Entire Agreement.  This Agreement sets forth the entire agreement of the parties hereto in respect
of the subject matter contained herein and during the term of the Agreement supersedes the provisions of all prior agreements, promises, covenants, arrangements, communications, representations or
warranties, whether oral or written, by any officer, employee or representative of any party hereto with respect to the subject matter hereof. 



    13.  Effective Date.  This Agreement shall become effective as of the date set forth above. If this
letter sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter, which will then constitute our agreement on this subject. 



	 	 	Sincerely,
	

 	
 	

PRECISION CASTPARTS CORP.
	

 	
 	

By	
 	


	

Agreed as of the       day of             , 20XX.	
 	

 	
 	

 
	

	
 	

 	
 	

 







 
 

EXHIBIT A
  RELEASE OF CLAIMS    
  


	1.
	PARTIES.



    The
parties to Release of Claims (hereinafter "Release") are «FirstName» «Initial» «LastName» and Precision
Castparts Corp., an Oregon corporation, as hereinafter defined. 


    1.1  EMPLOYEE.  


    For
the purposes of this Release, "Employee" means «FirstName» «Initial» «LastName», and his or her attorneys,
heirs, executors, administrators, assigns, and spouse. 


    1.2  THE COMPANY.  


    For
purposes of this Release the "Company" means Precision Castparts Corp., an Oregon corporation, its predecessors and successors, corporate affiliates, and all of each corporation's
officers, directors, employees, insurers, agents, or assigns, in their individual and representative capacities. 


	2.
	BACKGROUND AND PURPOSE.



    Employee
was employed by the Company. Employee's employment is ending effective «Ending_Effective_Date» following a change in control as defined in
Section 2 of the letter agreement between Employee and the Company dated «Letter_Agreement_Date» (the "Agreement"). The purpose of this Release is to settle, and the
parties hereby settle, fully and finally, any and all claims Employee may have against the Company. 


	3.
	RELEASE.



    Employee
waives, acquits and forever discharges the Company from any obligations the Company has and all claims Employee may have including but not limited to obligations and/or
claims arising from the Agreement or any other document or oral agreement relating to employment compensation, benefits severance or post-employment issues. Employee hereby releases the
Company from any and all claims, demands, actions, or causes of action, whether known or unknown, arising from or related in any way to any employment of or past or future failure or refusal to employ
Employee by the Company, or any other past or future claim (except as reserved by this Release or where expressly prohibited by law) that relates in any way to Employee's employment, compensation,
benefits, reemployment, or application for employment, with the exception of any claim Employee may have against the Company for enforcement of this Release. This release includes any and all claims,
direct or indirect, which might otherwise be made under any applicable local, state or federal authority, including but not limited to any claim arising under the Oregon statutes dealing with
employment, discrimination in employment, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act, the Family and Medical Leave Act of 1993, the
Equal Pay Act of 1963, Employee Order 11246, the Rehabilitation Act of 1973, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Age Discrimination in Employment Act, the Fair
Labor Standards Act, Oregon wage and hour statutes, all as amended, any regulations under such authorities and any applicable contract, tort or common law theories. 


    3.1  RESERVATIONS OF RIGHTS.  


    This
Release shall not affect any rights which Employee may have under any medical insurance, disability plan, workers' compensation, unemployment compensation, applicable company
stock incentive plan(s), indemnifications or the retirement plans maintained by the Company. 


    3.2  NO ADMISSION OF LIABILITY.  


    It
is understood and agreed that the acts done and evidenced hereby and the release granted hereunder is not an admission of liability on the part of Employee or the Company, by whom
liability has been and is expressly denied. 





	4.
	CONSIDERATION TO EMPLOYEE.



    After
receipt of this Release fully endorsed by Employee, and the expiration of the seven day revocation period provided by the Older Workers Benefit Protection Act without Employee's
revocation, the Company shall pay the applicable benefits to the Employee specified in Section 4(iii) of the Agreement. 


	5.
	NO DISPARAGEMENT.



    Employee
agrees that Employee will not disparage or make false or adverse statements about the Company. The Company should report to Employee any actions or statements that are
attributed to Employee that the Company believes are disparaging. The Company may take actions consistent with breach of this Release should it determine that Employee has disparaged or made false or
adverse statements about the Company. The Company agrees to follow the applicable policy(ies) regarding release of employment reference information. 


	6.
	CONFIDENTIALITY, PROPRIETARY, TRADE SECRET AND RELATED INFORMATION.




    Employee
acknowledges and agrees not to make unauthorized use or disclosure of any confidential, proprietary or trade secret information learned as an employee about the Company, its
products, customers and suppliers and covenants not to breach that duty. Should Employee, Employee's attorney or agents be requested in any judicial, administrative, or other proceeding to disclose
confidential, proprietary or trade secret information Employee learned as an employee of the Company, Employee
shall promptly notify the Company of such request by the most expeditious means in order to enable the Company to take any reasonable and appropriate action to limit such disclosure. 


	7.
	OPPORTUNITY FOR ADVICE OF COUNSEL.



    Employee
acknowledges that Employee has been encouraged to seek advice of counsel with respect to this Release and has had the opportunity to do so. 


	8.
	ENTIRE RELEASE.



    This
Release and the Agreement signed by Employee contain the entire agreement and understanding between the parties and, except as reserved in paragraph 3, supersede and
replace all prior agreements, written or oral, prior negotiations and proposed agreements, written or oral. Employee and the Company acknowledge that no other party, nor agent nor attorney of any
other party, has made any promise, representation or warranty, express or implied, not contained in this Release concerning the subject matter of this Release to induce this Release, and Employee and
the Company acknowledge that they have not executed this Release in reliance upon any such promise, representation, or warranty not contained in this Release. 


	9.
	SEVERABILITY.



    Every
provision of this Release is intended to be severable. In the event any term or provision of this Release is declared to be illegal or invalid for any reason whatsoever by a
court of competent jurisdiction or by final and unappealed order of an administrative agency of competent jurisdiction, such illegality or invalidity should not affect the balance of the terms and
provisions of this Release, which terms and provisions shall remain binding and enforceable. 


	10.
	REVOCATION.



    As
provided by the Older Workers Benefit Protection Act, Employee is entitled to have forty-five days to consider this Release. For a period of seven days after execution
of this Release, Employee may revoke this Release. Upon receipt of Employee's signed Release and the end of the seven day 







revocation period, payment by the Company as described in paragraph 4 above will be made in a timely manner as provided herein. 



	
 «FirstName» «Initial» «LastName»	 	Dated:             , 2      







	STATE OF OREGON	 	)	 	 
	 	 	) ss.	 	 
	County of Multnomah	 	)	 	 





    Personally
appeared the above named «FirstName» «Initial» «LastName» and acknowledged the foregoing instrument
to be his or her voluntary act and deed. 



	 	 	Before me:	 	

	 	 	 	 	Notary Public for	 	

	 	 	 	 	My commission expires:	 	






	PRECISION CASTPARTS CORP.	 	 	 	 
	

By:	
 	

	
 	

Dated:	
 	


	

Its:	
 	

 On Behalf of the "Company"

	
 	

 	
 	

 











QuickLinks


Form for Change of Control Agreement

EXHIBIT A RELEASE OF CLAIMS