Exhibit 10.1


 


CHANGE OF CONTROL 


EMPLOYMENT AGREEMENT


 


 CHANGE OF CONTROL EMPLOYMENT AGREEMENT, dated
as of the 7th  day of March,  2008  (this “Agreement”), by and between Triumph Group, Inc.,
a Delaware  corporation (the “Company”), and
Richard C. Ill (the “Executive”).


 


WHEREAS, the Board of Directors of the Company (the “Board”),
has determined that it is in the best interests of the Company and its
stockholders  to assure that the Company will
have the continued dedication of the Executive, notwithstanding the
possibility, threat or occurrence of a Change of Control (as defined
herein).  The Board believes it is
imperative to diminish the inevitable distraction of the Executive by virtue of
the personal uncertainties and risks created by a pending or threatened Change
of Control and to encourage the Executive’s full attention and dedication to
the Company in the event of any threatened or pending Change of Control, and to
provide the Executive with compensation and benefits arrangements upon a Change
of Control that ensure that the compensation and benefits expectations of the Executive
will be satisfied and that provide the Executive with compensation and benefits
arrangements that are competitive with those of other corporations.  Therefore, in order to accomplish these
objectives, the Board has caused the Company to enter into this Agreement.


 


NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:


 


Section 1.                                          Certain Definitions.  (a) “Effective Date” means the first
date during the Change of Control Period (as defined herein) on which a Change
of Control occurs.  Notwithstanding
anything in this Agreement to the contrary, if the Executive’s employment with
the Company is terminated within the 18 months prior to the date on which the
Change of Control occurs, and if it is reasonably demonstrated by the Executive
that such termination of employment (1) was at the request of a third
party that has taken steps reasonably calculated to effect a Change of Control
or (2) otherwise arose in connection with or anticipation of a Change of
Control (such a termination of employment, an “Anticipatory Termination”) and
if such Change of Control is consummated, then for all purposes of this
Agreement, “Effective Date” means the date immediately prior to the date of
such termination of employment.


 


(b)                                 “Change
of Control Period” means the period commencing on the date hereof and ending on
the third anniversary of the date hereof; provided, however, that, commencing on the date one year after the
date hereof, and on each annual anniversary of such date (such date and each
annual anniversary thereof, the “Renewal Date”), unless previously terminated,
the Change of Control Period shall be automatically extended so as to terminate
three years from such Renewal Date, unless, at least 60 days prior to the
Renewal Date, the Company shall give notice to the Executive that the Change of
Control Period shall not be so extended.


 


(c)                                  “Affiliated
Company” means any company controlled by, controlling or under common control
with the Company.


 


(d)                                 “Change
of Control” means:


 


(1)                                  Any
individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) (a “Person”)


 

















 


becomes the beneficial owner (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either
(A) the then-outstanding shares of common stock of the Company (the “Outstanding
Company Common Stock”) or (B) the combined voting power of the
then-outstanding voting securities of the Company entitled to vote generally in
the election of directors (the “Outstanding Company Voting Securities”); provided, however, that,
for purposes of this Section 1(d), the following acquisitions shall not
constitute a Change of Control:  (i) any
acquisition directly from the Company, (ii) any acquisition by the
Company, (iii) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any Affiliated Company or (iv) any
acquisition pursuant to a transaction that complies with Sections 1(d)(3)(A),
1(d)(3)(B) and 1(d)(3)(C);


 


(2)                                  Individuals
who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease
for any reason to constitute at least a majority of the Board; provided, however, that
any individual becoming a director subsequent to the date hereof whose
election, or nomination for election by the Company’s stockholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual was a member of
the Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board;


 


(3)                                  Consummation
of a reorganization, merger, statutory share exchange or consolidation or
similar transaction involving the Company or any of its subsidiaries, a sale or
other disposition of all or substantially all of the assets of the Company, or
the acquisition of assets or stock of another entity by the Company or any of
its subsidiaries (each, a “Business Combination”), in each case unless,
following such Business Combination, (A) all or substantially all of the
individuals and entities that were the beneficial owners of the Outstanding Company
Common Stock and the Outstanding Company Voting Securities immediately prior to
such Business Combination beneficially own, directly or indirectly, more than
50% of the then-outstanding shares of common stock (or, for a non-corporate
entity, equivalent securities) and the combined voting power of the
then-outstanding voting securities entitled to vote generally in the election
of directors (or, for a non-corporate entity, equivalent governing body), as
the case may be, of the entity resulting from such Business Combination
(including, without limitation, an entity that, as a result of such transaction,
owns the Company or all or substantially all of the Company’s assets either
directly or through one or more subsidiaries) in substantially the same proportions
as their ownership immediately prior to such Business Combination of the
Outstanding Company Common Stock and the Outstanding Company Voting Securities,
as the case may be, (B) no Person (excluding any corporation resulting
from such Business Combination or any employee benefit plan (or related trust)
of the Company or such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 20% or more of, respectively, the
then-outstanding shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then-outstanding
voting securities of such corporation, except to the extent that such ownership
existed prior to the Business Combination, and (C) at least a majority of
the members of the board of directors (or, for a non-corporate entity,
equivalent governing body) of the entity resulting from such Business Combination
were members of the Incumbent Board at the time of the execution of the initial
agreement or of the action of the Board providing for such Business Combination;
or


 


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(4)                                  Approval
by the stockholders  of the Company
of a complete liquidation or dissolution of the Company.


 


Section 2.                                          Employment Period.  The Company hereby agrees to continue the
Executive in its employ, subject to the terms and conditions of this Agreement,
for the period commencing on the Effective Date and ending on the third
anniversary of the Effective Date (the “Employment Period”).  The Employment Period shall terminate upon
the Executive’s termination of employment for any reason.


 


Section 3.                                          Terms of Employment.  (a)  Position
and Duties.  (1) 
During the Employment Period, (A) the Executive’s position (including
status, offices, titles and reporting requirements), authority, duties and
responsibilities shall be at least commensurate in all material respects with
the most significant of those held, exercised and assigned at any time during
the 120-day period immediately preceding the Effective Date and (B) the
Executive’s services shall be performed at the office where the Executive was
employed immediately preceding the Effective Date or at any other location less
than 35 miles from such office.


 


(2)                                  During
the Employment Period, and excluding any periods of vacation and sick leave to
which the Executive is entitled, the Executive agrees to devote reasonable attention
and time during normal business hours to the business and affairs of the
Company and, to the extent necessary to discharge the responsibilities assigned
to the Executive hereunder, to use the Executive’s reasonable best efforts to
perform faithfully and efficiently such responsibilities.  During the Employment Period, it shall not be
a violation of this Agreement for the Executive to (A) serve on corporate,
civic or charitable boards or committees, (B) deliver lectures, fulfill
speaking engagements or teach at educational institutions and (C) manage
personal investments, so long as such activities do not significantly interfere
with the performance of the Executive’s responsibilities as an employee of the
Company in accordance with this Agreement. 
It is expressly understood and agreed that, to the extent that any such
activities have been conducted by the Executive prior to the Effective Date,
the continued conduct of such activities (or the conduct of activities similar
in nature and scope thereto) subsequent to the Effective Date shall not thereafter
be deemed to interfere with the performance of the Executive’s responsibilities
to the Company.


 


(b)                                 Compensation.  (1)  Base
Salary.  During the
Employment Period, the Executive shall receive an annual base salary (the “Annual
Base Salary”) at an annual rate at least equal to 12 times the highest monthly
base salary paid or payable, including any base salary that has been earned but
deferred, to the Executive by the Company and the Affiliated Companies in
respect of the 12-month period immediately preceding the month in which the
Effective Date occurs.  The Annual Base
Salary shall be paid at such intervals as the Company pays executive salaries
generally.  During the Employment Period,
the Annual Base Salary shall be reviewed at least annually, beginning no more
than 12 months after the last salary increase awarded to the Executive prior to
the Effective Date.  Any increase in the
Annual Base Salary shall not serve to limit or reduce any other obligation to
the Executive under this Agreement.  The
Annual Base Salary shall not be reduced after any such increase and the term “Annual
Base Salary” shall refer to the Annual Base Salary as so increased.


 


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(2)                                  Annual Bonus.  In addition to the Annual Base Salary, the
Executive shall be awarded, for each fiscal year ending during the Employment
Period, an annual bonus (the “Annual Bonus”) in cash at least equal to the
Executive’s highest bonus earned under the Company’s annual incentive plans, or
any comparable bonus under any predecessor or successor plan, for the last
three full fiscal years prior to the Effective Date (or for such lesser number
of full fiscal years prior to the Effective Date for which the Executive was
eligible to earn such a bonus, and annualized in the case of any pro rata bonus
earned for a partial fiscal year) (the “Recent Annual Bonus”).  Each such Annual Bonus shall be paid no later
than two and a half months after the end of the fiscal year for which the
Annual Bonus is awarded, unless the Executive shall elect to defer the receipt
of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”).


 


(3)                                  Long-Term Cash and Equity Incentives, Savings
and Retirement Plans. 
During the Employment Period, the
Executive shall be entitled to participate in all long-term cash incentive,
equity incentive, savings and retirement plans, practices, policies, and programs
applicable generally to other peer executives of the Company and the Affiliated
Companies, but in no event shall such plans, practices, policies and programs
provide the Executive with incentive opportunities (measured with respect to
both regular and special incentive opportunities, to the extent, if any, that
such distinction is applicable), savings opportunities and retirement benefit
opportunities, in each case, less favorable, in the aggregate, than the most favorable
of those provided by the Company and the Affiliated Companies for the Executive
under such plans, practices, policies and programs as in effect at any time
during the 120-day period immediately preceding the Effective Date or, if more
favorable to the Executive, those provided generally at any time after the
Effective Date to other peer executives of the Company and the Affiliated Companies.


 


(4)                                  Welfare Benefit Plans.  During
the Employment Period, the Executive and/or the Executive’s family, as the case
may be, shall be eligible for participation in and shall receive all benefits
under welfare benefit plans, practices, policies and programs provided by the
Company and the Affiliated Companies (including, without limitation, medical,
prescription, dental, disability, employee life, group life, accidental death
and travel accident insurance plans and programs) to the extent applicable
generally to other peer executives of the Company and the Affiliated Companies,
but in no event shall such plans, practices, policies and programs provide the
Executive with benefits that are less favorable, in the aggregate, than the
most favorable of such plans, practices, policies and programs in effect for
the Executive at any time during the 120-day period immediately preceding the
Effective Date or, if more favorable to the Executive, those provided generally
at any time after the Effective Date to other peer executives of the Company
and the Affiliated Companies.


 


(5)                                  Expenses.  During
the Employment Period, the Executive shall be entitled to receive prompt
reimbursement for all reasonable expenses incurred by the Executive in accordance
with the most favorable policies, practices and procedures of the Company and
the Affiliated Companies in effect for the Executive at any time during the
120-day period immediately preceding the Effective Date or, if more favorable
to the Executive, as in effect generally at any time thereafter with respect to
other peer executives of the Company and the Affiliated Companies.


 


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(6)                                  Fringe Benefits.  During
the Employment Period, the Executive shall be entitled to fringe benefits,
including, without limitation, tax and financial planning services, payment of
club dues, and, if applicable, use of an automobile and payment of related expenses,
in accordance with the most favorable plans, practices, programs and policies
of the Company and the Affiliated Companies in effect for the Executive at any
time during the 120-day period immediately preceding the Effective Date or, if
more favorable to the Executive, as in effect generally at any time thereafter
with respect to other peer executives of the Company and the Affiliated
Companies.


 


(7)                                  Office and Support Staff.  During
the Employment Period, the Executive shall be entitled to an office or offices
of a size and with furnishings and other appointments, and to exclusive
personal secretarial and other assistance, at least equal to the most favorable
of the foregoing provided to the Executive by the Company and the Affiliated
Companies at any time during the 120-day period immediately preceding the
Effective Date or, if more favorable to the Executive, as provided generally at
any time thereafter with respect to other peer executives of the Company and
the Affiliated Companies.


 


(8)                                  Vacation.  During
the Employment Period, the Executive shall be entitled to paid vacation in
accordance with the most favorable plans, policies, programs and practices of
the Company and the Affiliated Companies as in effect for the Executive at any
time during the 120-day period immediately preceding the Effective Date or, if
more favorable to the Executive, as in effect generally at any time thereafter
with respect to other peer executives of the Company and the Affiliated
Companies.


 


Section 4.                                          Termination of Employment.  (a)  Death or
Disability.  The Executive’s
employment shall terminate automatically if the Executive dies during the Employment
Period.  If the Company determines in
good faith that the Disability (as defined herein) of the Executive has
occurred during the Employment Period (pursuant to the definition of “Disability”),
it may give to the Executive written notice in accordance with Section 11(b) 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 (the “Disability Effective Date”), provided that, within the 30 days after such receipt, the
Executive shall not have returned to full-time performance of the Executive’s
duties.  “Disability” means the absence
of the Executive from the Executive’s duties with the Company on a full-time
basis for 180 consecutive business days as a result of incapacity due to mental
or physical illness that is determined to be total and permanent by a physician
selected by the Company or its insurers and acceptable to the Executive or the
Executive’s legal representative (such agreement as to acceptability not to be
unreasonably withheld).


 


(b)                                 Cause.  The
Company may terminate the Executive’s employment during the Employment Period
with or without Cause.  “Cause” means:


 


(1)                                  the
willful and continued failure of the Executive to perform substantially the
Executive’s duties (as contemplated by Section 3(a)(1)(A)) with the
Company or any Affiliated Company (other than any such failure resulting from
incapacity due to physical or mental illness or following the Executive’s
delivery of a Notice of Termination for Good Reason), after a written demand
for substantial performance is delivered to the


 


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Executive
by the Board that specifically identifies the manner in which the Board
believes that the Executive has not substantially performed the Executive’s duties,
or


 


(2)                                  the
willful engaging by the Executive in illegal conduct or gross misconduct that
is materially and demonstrably injurious to the Company.


 


For purposes of this Section 4(b), no act, or
failure to act, on the part of the Executive shall be considered “willful”
unless it is done, or omitted to be done, by the Executive in bad faith or
without reasonable belief that the Executive’s action or omission was in the
best interests of the Company.  Any act,
or failure to act, based upon (A) authority given pursuant to a resolution
duly adopted by the Board, or if the Company is not the ultimate parent
corporation of the Affiliated Companies and is not publicly-traded, the board
of directors of the ultimate parent of the Company (the “Applicable Board”), or
(B) the advice of counsel for the Company shall be conclusively presumed
to be done, or omitted to be done, by the Executive in good faith and in the
best interests of the Company.  The
cessation of employment of the Executive shall not be deemed to be for Cause
unless and until there shall have been delivered to the Executive a copy of a
resolution duly adopted by the affirmative vote of not less than three-quarters
of the entire membership of the Applicable Board (excluding the Executive, if
the Executive is a member of the Applicable Board) at a meeting of the
Applicable Board called and held for such purpose (after reasonable notice is
provided to the Executive and the Executive is given an opportunity, together
with counsel for the Executive, to be heard before the Applicable Board),
finding that, in the good faith opinion of the Applicable Board, the Executive
is guilty of the conduct described in Section 4(b)(1) or 4(b)(2), and
specifying the particulars thereof in detail.


 


(c)                                  Good Reason.  The
Executive’s employment may be terminated during the Employment Period by the
Executive for Good Reason or by the Executive voluntarily without Good
Reason.  “Good Reason” means:


 


(1)                                  the
assignment to the Executive of any duties inconsistent in any respect with the
Executive’s position (including status, offices, titles and reporting
requirements), authority, duties or responsibilities as contemplated by Section 3(a),
or any action by the Company that results in a diminution in such position,
authority, duties or responsibilities (whether or not occurring solely as a
result of the Company’s ceasing to be a publicly traded entity), excluding for
this purpose an isolated, insubstantial and inadvertent action not taken in bad
faith and that is remedied by the Company promptly after receipt of notice
thereof given by the Executive;


 


(2)                                  any
failure by the Company to comply with any of the provisions of Section 3(b),
other than an isolated, insubstantial and inadvertent failure not occurring in
bad faith and that is remedied by the Company promptly after receipt of notice
thereof given by the Executive;


 


(3)                                  the
Company’s requiring the Executive (i) to be based at any office or location
other than as provided in Section 3(a)(1)(B) of this Agreement, (ii) to
be based at a location other than the principal executive offices of the
Company if the Executive was employed at such location immediately preceding
the Effective Date, or (iii) to travel on


 


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Company business to a substantially greater
extent than required immediately prior to the Effective Date;


 


(4)                                  any
purported termination by the Company of the Executive’s employment otherwise
than as expressly permitted by this Agreement; or


 


(5)                                  any
other action or inaction that constitutes a material breach by the Company of
this Agreement, including any failure by the Company to comply with and satisfy
Section 10(c).


 


For purposes of this Section 4(c) of
this Agreement, any good faith determination of Good Reason made by the
Executive shall be conclusive.  The
Executive’s mental or physical incapacity following the occurrence of an event
described above in clauses (1) through (5) shall not affect the Executive’s
ability to terminate employment for Good Reason and the Executive’s death
following delivery of a Notice of Termination for Good Reason shall not affect
estate’s entitlement to severance payments benefits provided hereunder upon a
termination of employment for Good Reason.


 


(d)                                 Notice of Termination.  Any termination by the Company for Cause,
or by the Executive for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 11(b).  “Notice of Termination” means a written
notice that (1) indicates the specific termination provision in this
Agreement relied upon, (2) to the extent applicable, sets 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
(3) if the Date of Termination (as defined herein) is other than the date
of receipt of such notice, specifies the Date of Termination (which Date of
Termination shall be not more than 30 days after the giving of such
notice).  The failure by the Executive or
the Company to set forth in the Notice of Termination any fact or circumstance
that contributes to a showing of Good Reason or Cause
shall not waive any right of the Executive or the Company, respectively,
hereunder or preclude the Executive or the Company, respectively, from asserting
such fact or circumstance in enforcing the Executive’s or the Company’s
respective rights hereunder.


 


(e)                                  Date of Termination. “Date
of Termination” means (1) if the Executive’s employment is terminated by
the Company for Cause, or by the Executive for Good Reason, the date of receipt
of the Notice of Termination or such later date specified in the Notice of
Termination, as the case may be, (2) if the Executive’s employment is
terminated by the Company other than for Cause or Disability, the date on which
the Company notifies the Executive of such termination, (3) if the
Executive resigns without Good Reason, the date on which the Executive notifies
the Company of such termination, and (4) if the Executive’s employment is
terminated by reason of death or Disability, the date of death of the Executive
or the Disability Effective Date, as the case may be.  The Company and the Executive shall take
all steps necessary (including with regard to any post-termination services by
the Executive) to ensure that any termination described in this Section 4
constitutes a “separation from service” within the meaning of Section 409A
of the Code, and notwithstanding anything contained herein to the contrary, the
date on which such separation from service takes place shall be the “Date of
Termination.”


 


Section 5.                                          Obligations of the Company upon
Termination.  (a)  Good Reason;
Other Than for Cause, Death or Disability.  If, during the Employment Period, the


 


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Company terminates the
Executive’s employment other than for Cause or Disability or the Executive
terminates employment for Good Reason:


 


(1)                                  the
Company shall pay to the Executive, in a lump sum in cash within 30 days after
the Date of Termination, the aggregate of the following amounts:


 


(A)                              the
sum of (i) the Executive’s Annual Base Salary through the Date of
Termination to the extent not theretofore paid, (ii) the
Executive’s business expenses that are reimbursable pursuant to Section 3(b)(5) but
have not been reimbursed by the Company as of the Date of Termination; (iii) the
Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal
year in which the Date of Termination occurs, if such bonus has been determined
but not paid as of the Date of Termination; (iv) any
accrued vacation pay to the extent not theretofore paid (the sum of the amounts
described in subclauses (i), (ii), (iii) and (iv), the “Accrued
Obligations”) and (v) an amount equal to the product of (x) the
higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid
or payable, including any bonus or portion thereof that has been earned but
deferred (and annualized for any fiscal year consisting of less than 12 full
months or during which the Executive was employed for less than 12 full months),
for the most recently completed fiscal year during the Employment Period, if
any (such higher amount, the “Highest Annual Bonus”) and (y) a fraction,
the numerator of which is the number of days in the current fiscal year through
the Date of Termination and the denominator of which is 365 (the “Pro Rata
Bonus”); provided, that notwithstanding the
foregoing, if the Executive has made an irrevocable election under any deferred
compensation arrangement subject to Section 409A of the Code to defer any
portion of the Annual Bonus described in clause (iii) above, then such
deferral election, and the terms of the applicable plan, agreement, or other
arrangement shall apply to the same portion of the amount described in clause
(iii), and such portion shall not be considered as part of the “Accrued
Obligations” but shall instead be an “Other Benefit” (as defined below); and


 


(B)                                the
amount equal to the product of (i) three and (ii) the sum of (x) the
Executive’s Annual Base Salary and (y) the Highest Annual Bonus;  and


 


(C)                                an
amount equal to the sum of the Company or an Affiliated Company’s (as
applicable) matching contributions under the Company’s qualified defined
contribution plans and any excess or supplemental defined contribution plans in
which the Executive participates at of the Date of Termination (or, if more
favorable to the Executive, the plans as in effect immediately prior to the
Effective Date) that the
Executive would receive if the Executive’s employment continued for three years
after the Date of Termination, assuming for this purpose that (i) the
Executive’s benefits under such plans are fully vested, (ii) the Executive’s
compensation in each of the three years is that required by Sections 3(b)(1) and
3(b)(2), (iii) the rate of any such employer
contribution is equal to the maximum rate provided under the terms of the
applicable plans for the year in which the Date of Termination occurs (or, if
more favorable to the Executive, or in the event that as of the Date of
Termination the rate of any such contribution for


 


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such
year is not determinable, the rate of contribution under the plans for the plan
year ending immediately prior to the Effective Date)
and (iv) to the extent that the Company’s contributions are determined
based on the contributions or deferrals of the Executive, that the Executive’s
contribution or deferral elections, as appropriate, are those in effect
immediately prior the Date of Termination; and


 


(2)                                  for
three years after the Executive’s Date of Termination, or such longer period as
may be provided by the terms of the appropriate plan, program, practice or policy
(the “Benefit Continuation Period”), the Company shall provide health care and
life insurance benefits to the Executive and/or the Executive’s family at least
equal to, and at the same after-tax cost to the Executive and/or the Executive’s
family, as those that would have been provided to them in accordance with the
plans, programs, practices and policies providing health care and life
insurance benefits and at the benefit level described in Section 3(b)(4) if
the Executive’s employment had not been terminated or, if more favorable to the
Executive, as in effect generally at any time thereafter with respect to other
peer executives of the Company and the Affiliated Companies and their families;
provided, however,
that the health care benefits provided during the Benefit Continuation Period
shall be provided in such a manner that such benefits (and the costs and
premiums thereof) are excluded from the Executive’s income for federal income
tax purposes and if the Company reasonably determines that providing continued
coverage under one or more of its health care benefit plans contemplated herein
could be taxable to the Executive, the Company shall provide such benefits at
the level required hereby through the purchase of individual insurance
coverage; provided, however,
that, if the Executive becomes re-employed with another employer and is
eligible to receive health care and life insurance benefits under another
employer-provided plan, the health care and life insurance benefits provided
hereunder shall be secondary to those provided under such other plan  during such applicable period of eligibility.  For purposes of determining eligibility (but
not the time of commencement of benefits) of the Executive for retiree welfare
benefits pursuant to the retiree welfare benefit plans, the Executive shall be
considered to have remained employed until the end of the Benefit Continuation
Period and to have retired on the last day of such period, and the
Company shall take such actions as are necessary to cause the Executive to be
eligible to commence in the applicable retiree welfare benefit plans as of the
applicable benefit commencement date.  In
order to comply with Section 409A of the Code, (i) the amount of life
insurance benefits that the Company is obligated to provide under this Section 5(a)(2) in
any given calendar year shall not affect the amount of such benefits that the
Company is obligated to pay in any other calendar year, and (ii) the
Executive’s right to have the Company provide such benefits may not be liquidated
or exchanged for any other benefit; and


 


(3)                                  the
Company shall, at its sole expense as incurred, provide the Executive with
outplacement services the scope and provider of which shall be selected by the
Executive in the Executive’s sole discretion, provided
that the cost of such outplacement shall not exceed $25,000; and provided, further, that such outplacement benefits shall end
not later than the last day of the second calendar year that begins after the
Date of Termination; and


 


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(4)                                  except
as otherwise set forth in the last sentence of Section 6, to the extent
not theretofore paid or provided, the Company shall timely pay or provide to
the Executive any Other Benefits (as defined in Section 6) in accordance
with the terms of the underlying plans or agreements.


 


Notwithstanding the foregoing provisions of this Section 5(a)(1) and
except as otherwise provided in Section 11(g) with respect to an
Anticipatory Termination, in the event that the Executive is a “specified
employee” within the meaning of Section 409A of the Code (as determined in
accordance with the methodology established by the Company as in effect on the
Date of Termination) (a “Specified Employee”), amounts that would
otherwise be payable and the benefits that would otherwise be provided under
this Section 5(a)(1) during the six-month period immediately following
the Date of Termination (other than the Accrued Obligations) shall instead be
paid, with interest on any delayed payment at the applicable federal rate
provided for in Section 7872(f)(2)(A) of the Code (“Interest”), or
provided on the first business day after the date that is six months following
the Executive’s “separation from service” within the meaning of Section 409A
of the Code (the “Delayed Payment Date”).


 


(b)                                 Death.  If the Executive’s employment is terminated
by reason of the Executive’s death during the Employment Period, the Company
shall provide the Executive’s estate or beneficiaries with the Accrued
Obligations and the Pro Rata Bonus and the timely payment or delivery of the Other
Benefits, and shall have no other severance obligations under this Agreement.  The Accrued Obligations and the Pro Rata
Bonus shall be paid to the Executive’s estate or beneficiary, as applicable, in
a lump sum in cash within 30 days of the Date of Termination.  With respect to the provision of the Other
Benefits, the term “Other Benefits” as utilized in this Section 5(b) shall
include, without limitation, and the Executive’s estate and/or beneficiaries
shall be entitled to receive, benefits at least equal to the most favorable
benefits provided by the Company and the Affiliated Companies to the estates
and beneficiaries of peer executives of the Company and the Affiliated
Companies under such plans, programs, practices and policies relating to death
benefits, if any, as in effect with respect to other peer executives and their
beneficiaries at any time during the 120-day period immediately preceding the
Effective Date or, if more favorable to the Executive’s estate and/or the
Executive’s beneficiaries, as in effect on the date of the Executive’s death
with respect to other peer executives of the Company and the Affiliated
Companies and their beneficiaries.


 


(c)                                  Disability.  If
the Executive’s employment is terminated by reason of the Executive’s Disability
during the Employment Period, the Company shall provide the Executive with the
Accrued Obligations and Pro Rata Bonus and the timely payment or delivery of
the Other Benefits ) in accordance with the terms of the underlying plans or
agreements, and shall have no other severance obligations under this
Agreement.  The Accrued Obligations and
the Pro Rata Bonus shall be paid to the Executive in a lump sum in cash within
30 days of the Date of Termination, provided, that
in the event that the Executive is a Specified Employee, the Pro Rata Bonus
shall be paid, with Interest, to the Executive on the Delayed Payment
Date.  With respect to the provision of
the Other Benefits, the term “Other Benefits” as utilized in this Section 5(c) shall
include, and the Executive shall be entitled after the Disability Effective
Date to receive, disability and other benefits at least equal to the most
favorable of those generally provided by the Company and the Affiliated
Companies to disabled executives and/or their families in


 


10

















 


accordance with such plans, programs, practices
and policies relating to disability, if any, as in effect generally with
respect to other peer executives and their families at any time during the
120-day period immediately preceding the Effective Date or, if more favorable
to the Executive and/or the Executive’s family, as in effect at any time
thereafter generally with respect to other peer executives of the Company and
the Affiliated Companies and their families.


 


(d)                                 Cause; Other Than for Good Reason.  If
the Executive’s employment is terminated for Cause during the Employment
Period, the Company shall provide the Executive with the Executive’s Annual
Base Salary through the Date of Termination, and the timely payment or delivery
of the Other Benefits, and shall have no other severance obligations under this
Agreement.  If the Executive voluntarily
terminates employment during the Employment Period, excluding a termination for
Good Reason, the Company shall provide to the Executive the Accrued Obligations
and the Pro Rata Bonus and the timely payment or delivery of the Other Benefits,
and shall have no other severance obligations under this Agreement.  In such case, all the Accrued Obligations and
the Pro Rata Bonus shall be paid to the Executive in a lump sum in cash within
30 days of the Date of Termination, provided, that
in the event that the Executive is a Specified Employee, the Pro Rata Bonus
shall be paid, with Interest, to the Executive on the Delayed Payment Date.


 


Section 6.                                          Non-exclusivity of Rights.  Nothing in this Agreement shall prevent or
limit the Executive’s continuing or future participation in any plan, program,
policy or practice provided by the Company or the Affiliated Companies and for
which the Executive may qualify, nor, subject to Section 11(f), shall
anything herein limit or otherwise affect such rights as the Executive may have
under any other contract or agreement with the Company or the Affiliated
Companies.  Amounts that are vested
benefits or that the Executive is otherwise entitled to receive under any plan,
policy, practice or program of or any other contract or agreement with the
Company or the Affiliated Companies at or subsequent to the Date of Termination
(“Other Benefits”) shall be payable in accordance with such plan, policy,
practice or program or contract or agreement, except as explicitly modified by
this Agreement.  Without limiting the
generality of the foregoing, the Executive’s resignation under this Agreement with
or without Good Reason, shall in no way affect the Executive’s ability to
terminate employment by reason of the Executive’s “retirement” under any
compensation and benefits plans, programs or arrangements of the Affiliated
Companies, including without limitation any retirement or pension plans or arrangements
or to be eligible to receive benefits under any compensation or benefit plans,
programs or arrangements of the Affiliated Companies, including without
limitation any retirement or pension plan or arrangement of the Affiliated
Companies or substitute plans adopted by the Company or its successors, and any
termination which otherwise qualifies as Good Reason shall be treated as such
even if it is also a “retirement” for purposes of any such plan.  Notwithstanding the foregoing, if the Executive
receives payments and benefits pursuant to Section 5(a) of this
Agreement, the Executive shall not be entitled to any severance pay or benefits
under any severance plan, program or policy of the Company and the Affiliated
Companies, unless otherwise specifically provided therein in a specific
reference to this Agreement.


 


Section 7.                                          Full Settlement; Legal Fees.  The Company’s obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense, or other claim, right or action that the Company may have against the
Executive or others.  In no event shall
the


 


11

















 


Executive be obligated
to seek other employment or take any other action by way of mitigation of the
amounts payable to the Executive under any of the provisions of this Agreement,
and such amounts shall not be reduced whether or not the Executive obtains
other employment.  The Company agrees to
pay as incurred (within 10 days following the Company’s receipt of an invoice
from the Executive), at any time from the Effective Date of this Agreement
through the Executive’s remaining lifetime or, if longer, through the 20th
anniversary of the Effective Date, to the full extent permitted by law, all
legal fees and expenses that the Executive may reasonably incur as a result of
any contest (regardless of the outcome thereof) by the Company, the Executive
or others of the validity or enforceability of, or liability under, any
provision of this Agreement or any guarantee of performance thereof (including
as a result of any contest by the Executive about the amount of any payment
pursuant to this Agreement), plus, in each case, Interest.  In
order to comply with Section 409A of the Code, (i) in no event shall
the payments by the Company under this Section 7 be made later than the
end of the calendar year next following the calendar year in which such fees
and expenses were incurred, provided,
that the Executive shall have submitted an invoice for such fees and expenses
at least 10 days before the end of the calendar year next following the
calendar year in which such fees and expenses were incurred; (ii) the amount
of such legal fees and expenses that the Company is obligated to pay in any
given calendar year shall not affect the legal fees and expenses that the
Company is obligated to pay in any other calendar year; and (iii) the
Executive’s right to have the Company pay such legal fees and expenses may not
be liquidated or exchanged for any other benefit.


 


Section 8.                                          Certain Additional Payments by
the Company.


 


(a)                                  Anything
in this Agreement to the contrary notwithstanding and except as set forth
below, in the event it shall be determined that any Payment would be subject to
the Excise Tax, then the Executive shall be entitled to receive an additional
payment (the “Gross-Up Payment”) in an amount such that, after payment by the
Executive of all taxes (and any interest or penalties imposed with respect to
such taxes), including, without limitation, any income taxes (and any interest
and penalties imposed with respect thereto) and Excise Tax imposed upon the
Gross-Up Payment, but excluding any income taxes and penalties imposed pursuant
to Section 409A of the Code, the Executive retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payments.  Notwithstanding the foregoing provisions of
this Section 8(a), if it shall be determined that the Executive is
entitled to the Gross-Up Payment, but that the Parachute Value of all Payments
does not exceed 110% of the Safe Harbor Amount, then no Gross-Up Payment shall
be made to the Executive and the amounts payable under this Agreement shall be
reduced so that the Parachute Value of all Payments, in the aggregate, equals
the Safe Harbor Amount.  The reduction of
the amounts payable hereunder, if applicable, shall be made by reducing the
payments and benefits under the following sections in the following
order: (i) Section 5(a)(1)(B), (ii) Section 5(a)(1)(C), (iii) Section 5(a)(1)(A)(v),
(iv) Section 5(a)(3) and (v) Section 5(a)(2).  For purposes of reducing the Payments to the
Safe Harbor Amount, only amounts payable under this Agreement (and no other
Payments) shall be reduced.  If the
reduction of the amount payable under this Agreement would not result in a
reduction of the Parachute Value of all Payments to the Safe Harbor Amount, no
amounts payable under the Agreement shall be reduced pursuant to this Section 8(a).  The Company’s obligation to make Gross-Up
Payments under this Section 8 shall not be conditioned upon the Executive’s
termination of employment.


 


12
















 


(b)                                 Subject
to the provisions of Section 8(c), all determinations required to be made
under this Section 8, including whether and when a Gross-Up Payment is
required, the amount of such Gross-Up Payment and the assumptions to be
utilized in arriving at such determination, shall be made by a nationally
recognized certified public accounting firm or professional services firm with
experience making such determinations, as may be designated by the Executive
(the “Accounting Firm”).  The Accounting
Firm shall provide detailed supporting calculations both to the Company and the
Executive within 15 business days of the receipt of notice from the Executive
that there has been a Payment or such earlier time as is requested by the
Company.  In the event that the Accounting
Firm is serving as accountant or auditor for the individual, entity or group
effecting the Change of Control, the Executive may appoint another nationally
recognized accounting firm to make the determinations required hereunder (which
accounting firm shall then be referred to as the Accounting Firm
hereunder).  All fees and expenses of the
Accounting Firm shall be borne solely by the Company.  Any determination by the Accounting Firm
shall be binding upon the Company and the Executive.  As a result of the uncertainty in the
application of Section 4999 of the Code at the time of the initial
determination by the Accounting Firm hereunder, it is possible that Gross-Up
Payments that will not have been made by the Company should have been made (the
“Underpayment”), consistent with the calculations required to be made hereunder.  In the event the Company exhausts its
remedies pursuant to Section 8(c) and the Executive thereafter is required
to make a payment of any Excise Tax, the Accounting Firm shall determine the
amount of the Underpayment that has occurred and any such Underpayment shall be
promptly paid by the Company to or for the benefit of the Executive.


 


(c)                                  The
Executive shall notify the Company in writing of any claim by the Internal
Revenue Service that, if successful, would require the payment by the Company
of the Gross-Up Payment.  Such
notification shall be given as soon as practicable, but no later than 10
business days after the Executive is informed in writing of such claim.  The Executive shall apprise the Company of
the nature of such claim and the date on which such claim is requested to be
paid.  The Executive shall not pay such
claim prior to the expiration of the 30-day period following the date on which
the Executive gives such notice to the Company (or such shorter period ending
on the date that any payment of taxes with respect to such claim is due).  If the Company notifies the Executive in
writing prior to the expiration of such period that the Company desires to
contest such claim, the Executive shall:


 


(1)                                  give
the Company any information reasonably requested by the Company relating to
such claim,


 


(2)                                  take
such action in connection with contesting such claim as the Company shall
reasonably request in writing from time to time, including, without limitation,
accepting legal representation with respect to such claim by an attorney
reasonably selected by the Company,


 


(3)                                  cooperate
with the Company in good faith in order effectively to contest such claim, and


 


(4)                                  permit
the Company to participate in any proceedings relating to such claim;


 


13

















 


provided, however, that
the Company shall bear and pay directly all costs and expenses (including
additional interest and penalties) incurred in connection with such contest,
and shall indemnify and hold the Executive harmless, on an after-tax basis, for
any Excise Tax or income tax (including interest and penalties) imposed as a
result of such representation and payment of costs and expenses.  Without limitation on the foregoing provisions
of this Section 8(c), the Company shall control all proceedings taken in
connection with such contest, and, at its sole discretion, may pursue or forgo
any and all administrative appeals, proceedings, hearings and conferences with
the applicable taxing authority in respect of such claim and may, at its sole
discretion, either pay the tax claimed to the appropriate taxing authority on
behalf of the Executive and direct the Executive to sue for a refund or contest
the claim in any permissible manner, and the Executive agrees to prosecute such
contest to a determination before any administrative tribunal, in a court of
initial jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however,
that, if the Company pays such claim and directs the Executive to sue for a refund,
the Company shall indemnify and hold the Executive harmless, on an after-tax
basis, from any Excise Tax or income tax (including interest or penalties)
imposed with respect to such payment or with respect to any imputed income in
connection with such payment; and provided, further, that any extension of the statute of limitations
relating to payment of taxes for the taxable year of the Executive with respect
to which such contested amount is claimed to be due is limited solely to such
contested amount.  Furthermore, the
Company’s control of the contest shall be limited to issues with respect to
which the Gross-Up Payment would be payable hereunder, and the Executive shall
be entitled to settle or contest, as the case may be, any other issue raised by
the Internal Revenue Service or any other taxing authority.


 


(d)                                 If,
after the receipt by the Executive of a Gross-Up Payment or payment by the
Company of an amount on the Executive’s behalf pursuant to Section 8(c),
the Executive becomes entitled to receive any refund with respect to the Excise
Tax to which such Gross-Up Payment relates or with respect to such claim, the
Executive shall (subject to the Company’s complying with the requirements of Section 8(c),
if applicable) promptly pay to the Company the amount of such refund (together
with any interest paid or credited thereon after taxes applicable
thereto).  If, after payment by the
Company of an amount on the Executive’s behalf pursuant to Section 8(c), a
determination is made that the Executive shall not be entitled to any refund
with respect to such claim and the Company does not notify the Executive in
writing of its intent to contest such denial of refund prior to the expiration
of 30 days after such determination, then the amount of such payment shall
offset, to the extent thereof, the amount of Gross-Up Payment required to be
paid.


 


(e)                                  Any
Gross-Up Payment, as determined pursuant to this Section 8, shall be paid
by the Company to the Executive within five days of the receipt of the
Accounting Firm’s determination; provided
that, the Gross-Up Payment shall in all events be paid no later than the end of
the Executive’s taxable year next following the Executive’s taxable year in
which the Excise Tax (and any income or other related taxes or interest or
penalties thereon) on a Payment are remitted to the Internal Revenue Service or
any other applicable taxing authority or, in the case of amounts relating to a
claim described in Section 8(c) that does not result in the
remittance of any federal, state, local and
foreign income, excise, social security and other taxes, the calendar
year in which the claim is finally settled or otherwise resolved.  Notwithstanding any other provision of this Section 8,
the Company may, in its sole discretion, withhold and pay over to the Internal
Revenue Service or any other applicable taxing authority, for the benefit of
the


 


14

















 


Executive, all or any portion of any Gross-Up
Payment, and the Executive hereby consents to such withholding.


 


(f)                                    Definitions.  The following terms shall have the following
meanings for purposes of this Section 8.


 


(i)                                     “Excise
Tax” shall mean the excise tax imposed by Section 4999 of the Code,
together with any interest or penalties imposed with respect to such excise
tax.


 


(ii)                                  “Parachute
Value” of a Payment shall mean the present value as of the date of the change
of control for purposes of Section 280G of the Code of the portion of such
Payment that constitutes a “parachute payment” under Section 280G(b)(2),
as determined by the Accounting Firm for purposes of determining whether and to
what extent the Excise Tax will apply to such Payment.


 


(iii)                               A
“Payment” shall mean any payment or distribution in the nature of compensation
(within the meaning of Section 280G(b)(2) of the Code) to or for the
benefit of the Executive, whether paid or payable pursuant to this Agreement or
otherwise.


 


(iv)                              The
“Safe Harbor Amount” means 2.99 times the Executive’s “base amount,” within the
meaning of Section 280G(b)(3) of the Code.


 


Section 9.                                          Confidential Information.  The Executive shall hold in a fiduciary
capacity for the benefit of the Company all secret or confidential information,
knowledge or data relating to the Company or the Affiliated Companies, and
their respective businesses, which information, knowledge or data shall have
been obtained by the Executive during the Executive’s employment by the Company
or the Affiliated Companies and which information, knowledge or data shall not
be or become public knowledge (other than by acts by the Executive or representatives
of the Executive in violation of this Agreement).  After termination of the Executive’s employment
with the Company, the Executive shall not, without the prior written consent of
the Company or as may otherwise be required by law or legal process, communicate
or divulge any such information, knowledge or data to anyone other than the
Company and those persons designated by the Company.  In no event shall an asserted violation of
the provisions of this Section 9 constitute a basis for deferring or
withholding any amounts otherwise payable to the Executive under this
Agreement.


 


Section 10.                                   Successors.  (a)  This Agreement is personal to the
Executive, and, without the prior written consent of the Company, shall not be
assignable by the Executive other than by will or the laws of descent and
distribution.  This Agreement shall inure
to the benefit of and be enforceable by the Executive’s legal representatives.


 


(b)                                 This
Agreement shall inure to the benefit of and be binding upon the Company and its
successors and assigns.  Except as
provided in Section 10(c), without the prior written consent of the
Executive this Agreement shall not be assignable by the Company.


 


(c)                                  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 assume expressly and agree to perform this
Agreement in the same


 


15

















 


manner and to the same extent that the Company
would be required to perform it if no such succession had taken place.  “Company” means the Company as hereinbefore
defined and any successor to its business and/or assets as aforesaid that
assumes and agrees to perform this Agreement by operation of law or otherwise.


 


Section 11.                                   Miscellaneous.  (a)  This Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware, without
reference to principles of conflict of laws. 
The captions of this Agreement are not part of the provisions hereof and
shall have no force or effect.  This
Agreement may not be amended or modified other than by a written agreement
executed by the parties hereto or their respective successors and legal representatives.


 


(b)                                 All
notices and other communications hereunder shall be in writing and shall be
given by hand delivery to the other party or by registered or certified mail,
return receipt requested, postage prepaid, addressed as follows:


 


	
  if to the
  Executive:

  
	
   

  	
   

  	
   

  
	
   

  	
  At the most
  recent address on file at the Company.

  
	
   

  	
   

  	
   

  
	
  if to the
  Company:

  
	
   

  	
   

  	
   

  
	
   

  	
  Triumph
  Group, Inc.

  
	
   

  	
  1550 Liberty
  Ridge Drive

  
	
   

  	
  Suite 100

  
	
   

  	
  Wayne,
  Pennsylvania 19087

  
	
   

  	
   

  
	
   

  	
  Attention:
  General Counsel

  



 


or to such other address as either party shall have furnished to the
other in writing in accordance herewith. 
Notice and communications shall be effective when actually received by
the addressee.


 


(c)                                  The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement.


 


(d)                                 The
Company may withhold from any amounts payable under this Agreement such United
States federal, state or local or foreign taxes as shall be required to be
withheld pursuant to any applicable law or regulation.


 


(e)                                  The
Executive’s or the Company’s failure to insist upon strict compliance with any
provision of this Agreement or the failure to assert any right the Executive or
the Company may have hereunder, including, without limitation, the right of the
Executive to terminate employment for Good Reason pursuant to Sections 4(c)(1) through
4(c)(5), shall not be deemed to be a waiver of such provision or right or any
other provision or right of this Agreement.


 


16

















 


(f)                                    The
Executive and the Company acknowledge that, except as may otherwise be provided
under any other written agreement between the Executive and the Company, the
employment of the Executive by the Company is “at will” and, subject to Section 1(a),
prior to the Effective Date, the Executive’s employment may be terminated by
either the Executive or the Company at any time prior to the Effective Date, in
which case the Executive shall have no further rights under this
Agreement.  From and after the Effective
Date, except as specifically provided herein, this Agreement shall supersede any
other agreement between the parties with respect to the subject matter hereof
in effect immediately prior to the execution of this Agreement.


 


(g)                             Notwithstanding
any provision in this Agreement to the contrary, in the event of an
Anticipatory Termination, any payments that are deferred compensation within
the meaning of Section 409A of the Code that the Company shall be required
to pay pursuant to Section 5(a)(1) of this Agreement shall be paid as
follows: (i) if such Change of Control is a “change in control event”
within the meaning of Section 409A of the Code, (A) except as provided
in clause (i)(B), on the date of such Change of Control, or (B) if the
Executive is a Specified Employee and the Delayed Payment Date is later than
the Change of Control, on the Delayed Payment Date, and (ii) if such
Change of Control is not a “change in control event” within the meaning of Section 409A
of the Code, (A) except as provided in clause (ii)(B), on the first
business day following the first anniversary of the date of such Anticipatory
Termination (the “Payment Date”), or (B) if the Executive is a Specified
Employee and the Delayed Payment Date is later than the date of such Change of
Control, on the Delayed Payment Date.  In
the event of an Anticipatory Termination, any payments or benefits that are not
deferred compensation within the meaning of Section 409A of the Code that
the Company shall be required to pay or provide pursuant to Section 5(a) of
this Agreement shall be paid or shall commence being  provided on the date of the Change of
Control.  Interest with respect to the
period, if any, from the date of the Change of Control through the actual date
of payment shall be paid on any delayed cash amounts.


 


(h)                             Within
the time period permitted by the applicable Treasury Regulations, the Company
may, in consultation with the Executive, modify the Agreement, in the least
restrictive manner necessary and without any diminution in the value of the
payments to the Executive, in order to cause the provisions of the Agreement to
comply with the requirements of Section 409A of the Code, so as to avoid
the imposition of  taxes and penalties on
the Executive pursuant to Section 409A of the Code.


 


(i)                                 In
the event the payments to be provided to the Executive under Section 5(a) are
not to be paid until the Delayed Payment Date, then within five (5) business
days of the Executive’s Date of Termination, the Company shall deliver cash, in
an amount equal to the aggregate of the cash amounts payable under Section 5(a) (plus
the estimated Interest) and, to the extent not previously paid (or immediately
payable within five days of the determination in accordance with Section 8(e) of
this Agreement), any unpaid portion of the then estimated Gross-Up Payment (as
determined by the Accounting Firm), to a “rabbi trust” (the “Trust”) to be established
by the Company with a nationally recognized financial institution as trustee
(the “Trustee”) to be held by the Trustee pursuant to the terms of the trust
agreement entered into between the Company and the Trustee prior to the Effective
Date; provided, however, that the Trust shall
not be funded if the funding thereof would result in taxable income to the
Executive by reason of


 


17

















 


Section 409A(b) of the Code; and provided, further, in no event shall any Trust assets at
any time be located or transferred outside of the United States, within the
meaning of Section 409A(b) of the Code.  Any fees and expenses of the Trustee shall be
paid by the Company.


 


Section 12.                                   Survivorship.  Upon the expiration
or other termination of this Agreement or the Executive’s employment, the
respective rights and obligations of the parties hereto shall survive to the
extent necessary to carry out the intentions of the parties under this
Agreement.


 


18

















 


IN WITNESS
WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to
the authorization from the Board, the Company has caused these presents to be
executed in its name on its behalf, all as of the day and year first above
written.


 


 


	
   

  	
     /s/
  Richard C. Ill

  
	
   

  	
   

  	
  Richard C.
  Ill

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TRIUMPH
  GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ John B.
  Wright, II

  
	
   

  	
  Name:  John B. Wright, II

  
	
   

  	
  Title:  Vice President and General Counsel

  
				



 


19