Exhibit 10(G)


 


RETENTION AND POST-RETIREMENT CONSULTING AGREEMENT


 


between


 


PRECISION CASTPARTS CORP.


 


and


 


William C. McCormick


 


THIS RETENTION AND POST-RETIREMENT CONSULTING
AGREEMENT (this “Agreement”) is entered into as of August 14, 2002 by and
between Precision Castparts Corp., an Oregon corporation (the “Company”), and
William C. McCormick.


 


WHEREAS, Mr. McCormick is the Chairman of the
Board of Directors (the “Board”) and Chief Executive Officer of the Company;
and


 


WHEREAS, Mr. McCormick intends not to stand
for re-election as the Chief Executive Officer of the Company following the
Annual Meeting of Shareholders of the Company on August 14, 2002 and to retire
as an employee of the Company on September 30, 2002 (the “Retirement Date”);
and


 


WHEREAS, in recognition of
Mr. McCormick’s unique contribution to the creation of shareholder value
during his tenure as the Chairman of the Board and Chief Executive Officer of
the Company, the Board wishes to obtain his commitment to serve as Chairman of the
Board until the Annual Meeting of Shareholders in 2003, and his commitment to
serve after the Retirement Date as a consultant to and representative of the
Company, at the direction of the Chief Executive Officer of the Company.


 


NOW, THEREFORE, the Company and
Mr. McCormick agree as follows:


 


1.             Mr. McCormick
agrees to continue to serve as Chairman of the Board of the Company for the
period from the date of this Agreement until the Annual Meeting of Shareholders
in 2003, on terms no less favorable to him than the terms offered to
nonemployee directors of the Company (except that he will be ineligible to
participate in the non-employee director option program), or such earlier date
as the Board may determine at anytime in its sole discretion.


 


2.             Mr. McCormick
agrees that, during the 12-month period commencing the day following the
Retirement Date (the “Consulting Period”), and when and as requested by the
Chief Executive Officer of the Company, subject to his reasonable availability,
he will provide consulting services and advice (including, but not limited to,
advice and assistance in evaluating potential strategic and/or financial
transactions, assistance in negotiations relating to such transactions and
strategic planning) to the Company and will participate in various external
activities and events for the benefit of the Company.  In addition, Mr. McCormick agrees not to provide any
consulting, advice or service of any kind during the Consulting Period to any
other


 

















 


company or organization that
competes with the Company and further agrees to obtain the approval of the
Chief Executive Officer before providing any such consulting, advice or service
during the two-year period following the Consulting Period.


 


3.             The
services contemplated under this Agreement will require that Mr. McCormick
have access, following his retirement, to information which is proprietary or
confidential to the Company. 
Mr. McCormick agrees not to publish or otherwise disclose to persons
outside the Company, without specific permission from the Company, any Company
proprietary or confidential information which he acquires as a result of
services performed under this Agreement, and not to use such information in any
way which might be detrimental to the interests of the Company.


 


4.             Mr. McCormick
also agrees to promptly disclose to the Company any information, ideas, or
inventions made or conceived by him which may result from or be suggested by
post-retirement services performed by him under this Agreement, and to assign
to the Company all rights pertaining to such information, ideas, or
inventions.  Knowledge or information of
any kind disclosed by Mr. McCormick to the Company shall be deemed to have
been disclosed without obligation on the part of the Company to hold the same
in confidence, and the Company shall have the full right to use and disclose
such knowledge and information without compensation to Mr. McCormick
beyond that specifically provided in this Agreement.


 


5.             In
return for his willingness to continue to help create value for the Company’s
shareholders during his retirement, and in return for the foregoing commitments
by Mr. McCormick, the Company shall pay Mr. McCormick, during the
Consulting Period, a consulting fee (the “Fee”) in cash at the rate of $400,000
per annum, payable quarterly in arrears. The Company shall also reimburse
Mr. McCormick, upon the receipt of appropriate documentation, for all
reasonable out-of-pocket costs and expenses which he incurs during the
Consulting Period in providing services at the request of the Company’s Chief
Executive Officer (the “Approved Expenses”).   
The Company shall provide office facilities to Mr. McCormick consisting
of space in the Company’s headquarters office building and telephone and
information technology equipment and services. The Company will continue health
benefit coverage under the Company’s group health plan for Mr. McCormick
(including his family) during the Consulting Period.  In addition, the Company will continue to make a company leased
automobile available to Mr. McCormick during the Consulting Period and
reimburse him for financial planning advice through April 15, 2003 on the same
terms as are available to senior executives of the Company.  Notwithstanding the foregoing, if, as a
result of Mr. McCormick’s mental or physical incapacitation or death prior or
subsequent to his retirement, Mr. McCormick shall be unable to perform services
hereunder, or upon the willful and continued failure by Mr. McCormick to
perform such services or the commission by Mr. McCormick of a felony or any
misdemeanor involving dishonesty, disloyalty or fraud with respect to the
Company or moral turpitude, in each case as determined in good faith by the
Board, the Company’s obligations to Mr. McCormick shall cease and terminate as
of the date selected by the Board (the “Termination Date”); provided,
however, that any portion of the Fee or Approved Expense which has
been earned or incurred by Mr. McCormick prior to the Termination Date shall be
paid or reimbursed to Mr. McCormick promptly.


 


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6.             Following
his retirement, Mr. McCormick shall be an independent contractor under
this Agreement, and no provision of, or action taken under, this Agreement
shall affect in any way Mr. McCormick’s rights under any Company
compensation, employee benefit and welfare plans, programs or practices,
including, without limitation, Company executive compensation, insurance, or
pension plans.  The Company shall not withhold
any taxes from Fees paid to Mr. McCormick, and Mr. McCormick shall be solely
responsible for the payment of all income, Social Security and other taxes,
including estimated taxes, which Mr. McCormick may owe based on Fees paid to
him under this Agreement.


 


7.             All
notices and other communications which either party may desire to give
hereunder 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 as follows (or to such other
address as either party may have furnished to the other in writing in
accordance herewith):


 


	
  Company:

  	
  Precision Castparts Corp.

  
	
   

  	
  Attention:  Board of Directors

  
	
   

  	
  4650 SW Macadam, Suite 440

  
	
   

  	
  Portland, OR 97239

  
	
   

  	
   

  
	
  With a copy to:

  	
  Precision Castparts Corp.

  
	
   

  	
  Attention:  Secretary

  
	
   

  	
  4650 SW Macadam, Suite 440

  
	
   

  	
  Portland, OR 97239

  
	
   

  	
   

  
	
  Mr. McCormick:

  	
  Mr. William C. McCormick

  
	
   

  	
  3479 Cascade Terrace

  
	
   

  	
  West Linn, OR 97068

  



 


8.             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.  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.


 


9.             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.


 


10.           Any
dispute arising out of or relating to this Agreement or any breach thereof
shall be finally and conclusively resolved by arbitration administered by the
American Arbitration Association (“AAA”) as modified by the provisions of this
paragraph 11:


 


(a)           The
number of arbitrators shall be one, which person shall be neutral and shall be
mutually agreed upon by both parties within 30 days after a written request for
arbitration by one party is delivered to the other party.  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


 


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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.


 


(b)           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:


 


(i)            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.


 


(ii)           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. 
Judgment on the award rendered by the arbitrator may be entered in and
enforced by any court having jurisdiction thereof.


 


(c)           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.


 


11.           This
Agreement is the sole agreement between Mr. McCormick and the Company with
respect to the duration of his service as Chairman of the Board, and to his
post-retirement consulting services and activities for the Company, and
supersedes all prior agreements and understandings with respect thereto. No
change, modification, alteration or addition to any provision hereof shall be
binding unless in writing and signed by both Mr. McCormick and a duly
authorized representative of the Board.


 


12.           This
Agreement shall become effective as of the date set forth above.


 


 


	
  PRECISION
  CASTPARTS CORP.

  
	
   

  
	
   

  
	
  By

  	
   

  	
  /s/ Mark
  Donegan

  	
   

  	
  Date

  	
  8/14/02

  	
   

  
	
   

  	
   

  	
  Mark Donegan

  	
   

  	
   

  
	
   

  
	
   

  
	
  By

  	
   

  	
  /s/ William
  C. McCormick

  	
   

  	
  Date

  	
  8/14/02

  	
   

  
	
   

  	
   

  	
  William C.
  McCormick

  	
   

  	
   

  



 


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