Exhibit 10.2


 


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 M. David Kornblatt (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”).  (If the
Executive has not been eligible to earn such a bonus for any period prior to
the Effective Date, the “Recent Annual Bonus” shall mean the Executive’s target
annual bonus for the year in which the Effective Date occurs.)  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


 


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time thereafter with respect to other peer
executives of the Company and the Affiliated Companies.


 


(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


 


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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 Executive by the
Board or the Chief Executive Officer of the Company that specifically
identifies the manner in which the Board or the Chief Executive Officer of the
Company 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”), (B) the
instructions of the Chief Executive Officer of the Company or (C) 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;


 


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(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 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 


 


7

















 


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 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 


 


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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 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


 


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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


 


(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


 


10

















 


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 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.


 


11
















 


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 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 


 


12

















 


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.


 


(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


 


13

















 


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


 


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


 


14

















 


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 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.


 


15

















 


(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 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


 


16

















 


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.


 


(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


 


17

















 


“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 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/
  M. David Kornblatt

  
	
   

  	
  M.
  David Kornblatt

  
	
   

  	
  



  
	
   

  	
  TRIUMPH GROUP, INC.

  
	
   

  	
  



  
	
   

  	
  By: 

  	
  /s/ Richard C. Ill

  
	
   

  	
  Name: Richard C. Ill

  
	
   

  	
  Title: President and
  CEO

  



 


19