exv10w1



 






Exhibit 10.1




2004 Retirement Agreement




     This Retirement Agreement is dated as of this 12 day of July, 2004 (the
“Effective Date”), by and between General Dynamics Corporation (the
“Corporation”) and Michael J. Mancuso (collectively the “Parties”) and shall be
effective only upon Mr. Mancuso’s acceptance as indicated by his signature
below.



Recital




     WHEREAS, Mr. Mancuso has been a General Dynamics’ employee since September
30, 1993; and



     WHEREAS, on March 6, 1998, General Dynamics and Mr. Mancuso entered into a
Retirement Benefit Agreement (the “1998 Retirement Benefit Agreement”); and



     WHEREAS, the 1998 Retirement Benefit Agreement remains in full force and
effect pursuant to the terms thereof; and



     WHEREAS, Mr. Mancuso has and continues to earn retirement benefits under
the Retirement Plan for Salaried Executives, which is part of the General
Dynamics Retirement Plan (Government) (the “Retirement Plan”), as may be
amended from time to time. And, to the extent that Section 415, 401(a)(4) or
401(a)(17) of the Internal Revenue Code of 1986, as amended, may have limited
Mr. Mancuso’s retirement benefits, Mr. Mancuso has earned additional benefits
under the General Dynamics Corporation Supplemental Retirement Plan (the
“Supplemental Retirement Plan”) (collectively the “Retirement Program”); and



     WHEREAS, General Dynamics desires to secure Mr. Mancuso’s services from
the Effective Date to a “Retirement Date” selected by the Corporation (with at
least thirty (30) days prior written notice) that falls between April 30, 2006,
and June 30, 2006 (his “Retirement Timeframe”).



Agreement




     NOW, THEREFORE, in consideration for Mr. Mancuso’s agreement to remain a
General Dynamics’ employee until his Retirement Timeframe, General Dynamics
agrees as follows:




	1.	 	Salary and Bonus. Mr. Mancuso shall continue to participate in General
Dynamics’ executive compensation program (as amended). His salary and any
bonuses and/or equity awards shall be determined annually in accordance
with provisions thereof. In addition, provided Mr. Mancuso remains a
General Dynamics’ employee until a mutually agreeable Retirement Date
falling within his Retirement Timeframe (as defined above): (i) any equity
award Mr. Mancuso receives for 2005 shall not be prorated and (ii) any
bonus Mr. Mancuso receives for 2006 shall be pro-rated in accordance with
the rules of the Executive Compensation program based on the length of Mr.
Mancuso’s actual 2006 employment (including imputing employment for
vacation time paid after his retirement) and then multiplied by two (2).
The maximum amount of any bonus Mr. Mancuso may receive for 2006 shall not
exceed the amount that he would have received had he remained employed for
the entire 2006 calendar year.





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	2.	 	2004 Retirement Benefit. Subject to Paragraphs 3 and 4 below, for
agreeing to remain actively employed with the Corporation until a mutually
agreeable Retirement Date within the Retirement Timeframe, the Corporation
agrees to pay Mr. Mancuso an additional annual retirement benefit of
Thirty Thousand Dollars and no cents ($30,000.00) following his retirement
(“2004 Retirement Benefit”).
	 
	3.	 	Earned Benefit. Subject to Paragraph 4, Mr. Mancuso shall have earned
his entire 2004 Retirement Benefit if he remains a General Dynamics’
employee until his Retirement Timeframe and then retires. However, if Mr.
Mancuso voluntarily terminates his employment with the Corporation’s
consent before his Retirement Timeframe, Mr. Mancuso’s 2004 Retirement
Benefit shall be prorated by a fraction equal to the number of months Mr.
Mancuso is employed on and after May 1, 2004, divided by twenty-six (26);
provided, however, Mr. Mancuso’s 2004 Retirement Benefit shall be paid
without reduction or offset if at any time after signing this Agreement,
his General Dynamics employment ceases as a result of: (i) his death, (ii)
his disability (which shall be defined as his inability to adequately
perform the tasks of his position, as determined in the sole opinion of
the Compensation Committee of the Board of Directors), or (iii)
involuntary termination (other than “For Cause”), which termination may be
either actual or constructive as evidenced by the substantial downgrading
of Mr. Mancuso’s authority, position or responsibilities.
	 
	4.	 	Reductions and Forfeiture of Payment. Notwithstanding anything in this
Agreement to the contrary:






	 	a.	 	Termination “For Cause”. No benefit shall be payable under
this Agreement if, in the sole discretion of the Compensation
Committee of the Board of Directors, Mr. Mancuso is discharged for
causing harm to the Corporation (“For Cause”), including, but not
limited to: (i) an act or acts of personal dishonesty, (ii)
conviction of a felony related to the Corporation, (iii) a material
violation of General Dynamics’ standards of business ethics and
conduct, or (iv) individually filing, assisting or participating in
a lawsuit against the Corporation or its officers in their official
capacity.
	 
	 	b.	 	Other Employment. Mr. Mancuso specifically agrees that this
2004 Retirement Benefit is for his enjoyment in retirement. Thus,
unless Mr. Mancuso’s employment is terminated involuntary (other
than “For Cause” for which no payments shall be made hereunder),
regardless of whether such termination is actual or constructive as
evidenced by the substantial downgrading of Mr. Mancuso’s authority,
position or responsibilities, Mr. Mancuso is affirmatively obligated
to obtain the prior written consent of the Compensation Committee of
the Corporation’s Board of Directors (which consent shall not be
unreasonably withheld) before accepting “Other Employment.” For
purposes of this Agreement, “Other Employment” means rendering
services as either an employee or independent contractor (including
a member of the board of directors) with an unaffiliated
organization which is not a tax-exempt charitable organization.





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	 	c.	 	If Mr. Mancuso accepts Other Employment but fails to obtain
the Corporation’s consent as provided in paragraph 4 (b) above, the
amount of his 2004 Retirement Benefit shall be irrevocably forfeited
as follows:






	 	i.	 	Prior to April 30, 2006. If Mr. Mancuso
accepts Other Employment after signing this Agreement, but
before April 30, 2006, General Dynamics’ obligation to
provide him a 2004 Retirement Benefit shall be forfeited in
its entirety; or
	 
	 	ii.	 	On and after May 1, 2006. If Mr. Mancuso
remains employed until at least April 30, 2006, retires and
later accepts Other Employment during retirement, Mr. Mancuso
shall forfeit fifty percent (50%) of the benefit payable
under this Agreement regardless of whether he is receiving or
expected to receive such benefit.






	5.	 	Survivor Benefit in the Case of Death Prior to Benefit Commencement. No
benefit shall be paid under this Agreement unless Mr. Mancuso dies after
signing this Agreement and leaves a surviving spouse. If Mr. Mancuso dies
after signing this Agreement and leaves a surviving spouse, his surviving
spouse shall receive a 50% Contingent Annuitant benefit. Payment will
commence on the first day of the month following Mr. Mancuso’s death.
	 
	6.	 	Form of Payment. The benefit under this Agreement shall be payable in
the form of a single-life annuity at the same time and in the same manner
as Mr. Mancuso’s elects to receive his retirement benefit from the
Corporation’s Retirement Program, including any adjustment for any
optional form of payment which Mr. Mancuso may select under the Retirement
Program. The Corporation may, in its sole discretion, accelerate the
payment of some or all of the benefits under this 2004 Retirement
Agreement in a form of actuarial equivalent value. Mr. Mancuso shall not
have a right to make a separate election of an optional form of payment
for his 2004 Retirement Benefit.
	 
	7.	 	No Assignment. No benefit under this 2004 Retirement Agreement shall be
subjected in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance or charge, and any attempt so to
anticipate, alienate, sell, transfer, assign, pledge, encumber or charge
the same will be void, and no such benefit will in any manner be liable
for or subject to the debts, liabilities, engagements or torts of the
person entitled to such benefit, except as specifically provided in the
Retirement Program or pursuant to a Qualified Domestic Relations Order as
described in Code Section 414(p).
	 
	8.	 	Payment from General Assets.






	 	a.	 	To the extent a benefit under this 2004 Retirement Agreement
is not otherwise payable from a Retirement Program (or unless
otherwise determined by the Corporation), all benefits payable to
Mr. Mancuso hereunder will be paid by the Corporation from its
general assets. The Corporation will not be obliged to acquire,
designate or set aside any specific assets for payment of the
Supplement. Further, Mr. Mancuso will have no claim whatsoever to
any specific assets or group assets of the Corporation.





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	 	b.	 	The Corporation may, in its discretion, designate that the
some or all the benefits payable hereunder will be satisfied from
the assets of a trust, fund, or other segregated group of assets.
But, should these assets prove to be insufficient to satisfy payment
of such benefits or other post-retirement benefits, the Corporation
will remain liable for payment thereof.






	9.	 	Right to Interpret this Agreement. The Board of Directors hereby
delegates to the Senior Vice President, Human Resources and Administration
(or his authorized designee) the power, right and authority to interpret
this Agreement in his sole discretion and such interpretations will be
conclusive and binding on the Corporation and Mr. Mancuso. The Retirement
Program’s actuary shall determine all values and payments required under
this 2004 Retirement Agreement based on the actuarial assumptions used
under the Corporation’s Retirement Program.
	 
	10.	 	Income Taxes. This Agreement is an unsecured promise to pay money in the
future. Mr. Mancuso and the Corporation agree that all payments made
pursuant to this 2004 Retirement Agreement will be treated as “wages” for
federal and state income tax and employment tax purposes (including FICA)
at such time and in such manner as prescribed by law. Each Party is
responsible for the payment of its own taxes.
	 
	11.	 	Notice. Any notice required under this Agreement (or an Attachment
hereto) shall be made in writing addressed to the Corporation to the
attention of the Senior Vice President, Human Resources (with a copy to
the Senior Vice President and General Counsel) at the Corporation’s
headquarters and to Mr. Mancuso at his home address as noted in the
Corporation’s employee records. A facsimile transmission to a party
described above, along with a generated confirmation sheet, shall be
effective for purposes of providing notice hereunder. Email shall be
ineffective for the purpose of providing any required notice.
	 
	12.	 	Effect of Prior Agreements. Notwithstanding anything herein to the
contrary, the 1998 Retirement Benefit Agreement between General Dynamics
and Mr. Mancuso remains in full force and effect. In addition, this
Agreement, as well as, the 1998 Retirement Benefit Agreement, do not
supersede in any manner, the provisions of any Severance Protection
Agreement that may or hereafter exist between Mr. Mancuso and General
Dynamics.
	 
	13.	 	Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be
invalid, illegal or unenforceable in any respect under applicable law or
rule in any jurisdiction, such invalidity, illegality or unenforceability
shall not affect the validity, legality or enforceability of any other
provision of this Agreement or the validity, legality or enforceability of
such provision in any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
	 
	14.	 	Amendment and Waiver. The provisions of this Agreement may be amended





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	 	 	or waived but only as evidenced by a written agreement of the Corporation
and Mr. Mancuso explicitly referencing this Agreement and citing with
specificity the precise changes to this Agreement.
	 
	15.	 	Course of Conduct. No course of conduct or failure or delay in enforcing
the provisions of this Agreement shall affect the validity, binding effect
or enforceability of this Agreement.
	 
	16.	 	Counterparts. This Agreement may be executed in counterparts; each of
which shall be deemed to be an original and both of which together shall
constitute one and the same instrument.
	 
	17.	 	Govern Law. This Agreement shall be governed by the laws of the State of
Delaware.
	 
	18.	 	Successorship. This Agreement shall inure to the benefit of Mr.
Mancuso’s estate.




IN WITNESS WHEREOF, pursuant to the authority granted by the Corporation’s
Board of Directors to the Corporation’s Senior Vice President – Human Resources
& Administration, the Corporation has caused this Retirement Agreement to be
executed on behalf of itself and caused the Corporation’s seal to be hereunto
affixed and attested to by the Secretary of the Corporation. In like manner,
Mr. Mancuso has executed this Agreement on his behalf. This Agreement is
effective as of the first date stated above.




	 	 	 	 	 	 	 
	ATTEST:	 	 	 	GENERAL DYNAMICS CORPORATION
	 
	 	 	 	 	 	 
	/s/
HENRY C. EICKELBERG

	 	 	 	By: /s/ WALTER M. OLIVER	 	 
	
 

	 	 	 	
 	 	 
	

	 	 	 	Senior Vice President – Human Resources &	 	 
	

	 	 	 	Administration	 	 
	 
	 	 	 	 	 	 
	ATTEST:	 	 	 	Accepted
	 
	 	 	 	 	 	 
	/s/
HENRY C. EICKELBERG

	 	 	 	By: /s/ MICHAEL J. MANCUSO	 	 
	
 

	 	 	 	
 	 	 
	

	 	 	 	MICHAEL J. MANCUSO, Individually	 	 







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