Exhibit
10.16


 


EMPLOYMENT AGREEMENT


 


THIS AGREEMENT dated this 12th
day of July 2004 by and between TRIUMPH GROUP, INC., a Delaware corporation
(the “Company”), and John B. Wright, II 
(“Executive”).


 


WITNESSETH:


 


WHEREAS, the Company wishes to assure itself
of Executive’s employment by the Company during the period set forth herein;
and


 


WHEREAS, Executive is willing to serve the
Company during such period upon the terms and conditions set forth herein.


 


NOW, THEREFORE, in consideration of the
premises and the mutual agreements herein contained, the Company and Executive
hereby agree as follows:


 


1.             Terms of
Employment.  The Company
hereby agrees to employ Executive, and Executive agrees to be employed by the
Company, for a term (the “Employment Term”) commencing on July 12 , 2004  (the “Effective Date”) and shall expire on
December 31, 2006, subject to earlier termination as provided in Section 6
hereof.


 


2.             Duties
and Responsibilities. 
During the Employment Term, Executive shall serve as Vice President, General
Counsel and Corporate Secretary of the Company and devote substantially all of
his time and effort during normal business hours (reasonable sick leave and
vacations excepted) to the business and affairs of the Company.  The Executive shall report


 


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to the President and Chief Executive Officer and the Board of Directors
of the Company, and shall have such duties, responsibilities and authority as
are delegated to him by the Board of Directors.  The Executive’s primary place of employment during the Employment
Term shall be Wayne, Pennsylvania, unless changed with the Executive’s consent.


 


3.             Salary.  During the Employment Term, the Company
shall pay the Executive, in periodic installments on the same basis as other
senior salaried executives of the Company, a base salary of $190,000 per annum
(the “Base Salary”), subject to such increases during the Employment Term as
shall be approved by the Compensation and Management Development Committee (the
“Compensation Committee”) of the Board of Directors of the Company (which
increases, when so approved, to thereafter constitute Executive’s Base Salary
for purposes of this Agreement).


 


4.             Incentive
Compensation.  In
addition to the Base Salary provided in Section 3 hereof, the Company shall pay
to Executive, at such times as such payments are made to other senior salaried
executives of the Company and its subsidiaries (hereinafter referred to as the
“Group”), incentive payments in an amount of 40% of Base Salary for achievement
of objectives up to a maximum of 80% of Base Salary for overachievement of
objectives shall be due Executive pursuant to the terms of the incentive
compensation plans approved by the Board of Directors of the Company or such
other higher percentages as shall be approved from time to time by the Board of
Directors of the Company (which higher percentages, when so approved, to
thereafter constitute Executive’s incentive payment percentages for purposes of
this Agreement). Incentive Payments hereunder shall be subject to such deferral
arrangements as are approved by


 


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the Board of Directors.  The
Executive’s objectives under such plans shall be set forth in writing annually
by the Compensation Committee of the Board of Directors.


 


5.             Additional
Benefits and Perquisites.


 


(a)           Employee
Benefit Plans.  During
the Employment Term, Executive shall be entitled to participate on
substantially the same basis as other senior salaried executives of the Group
in all employee benefit plans maintained in effect by the Group from time to
time during the Employment Term (all such plans hereinafter referred to as
“Employee Benefit Plans”).


 


(b)           Perquisites.  During the Employment Term, Executive shall
be entitled to such perquisites and fringe benefits as are generally made
available to the senior salaried executives of the Group.


 


(c)  Life and
Disability Insurance. 
During the Employment Term, Executive shall be entitled to participate
in the group life and disability insurance plan made available to the senior
salaried executives of the Group.


 


(d)  Vacation.  During the Employment Term the Executive
shall be entitled to four (4) weeks of vacation during each calendar year.


 


6.             Early
Termination.


 


(a)           Disability.
The Company shall have the right to terminate Executive’s employment during the
Employment Term upon not less than thirty (30) days prior written notice to
Executive or his personal representative if, because of mental or physical
disability, Executive shall have been incapable, with reasonable accommodation,
of


 


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satisfactorily performing the essential functions of his job under
Section 2 hereof for a continuous period of one hundred twenty (120) days or
for a total period of two hundred ten (210) days in any three hundred sixty
(360) day-period prior to the date of such notice.


 


(b)           Death.  In the event of Executive’s death during the
Employment Term, this Agreement shall automatically terminate as of the date of
such death.


 


(c)           For Cause.  Notwithstanding any other provisions of this
Agreement, the Company may terminate Executive’s employment at any time during
the Employment Term for Cause, as herein defined, upon written notice to the
Executive.  As used herein, “Cause”
shall mean intentionally engaging in conduct which is demonstrably and
materially injurious to the Company, monetarily or otherwise, or from which the
Executive derives improper material personal benefit.  No act, or failure to act on the Executive’s part, shall be
considered “intentional” unless he acted, or failed to act, with an absence of
good faith and without a reasonable relief that his action or failure to act
was in the best interest of the Company. 
The decision to terminate Executive for Cause can be taken only at a
duly called meeting of the Board of Directors of the Company at which Executive
is present and afforded a full opportunity to be heard.


 


(d)           Without
Cause.  The Company may
terminate Executive’s employment at any time during the Employment Term without
Cause, as defined in subparagraph (c) above, upon written notice to the
Executive.


 


(e)           Good
Reason.  Following a
Control Transaction, as herein defined, Executive may terminate this Agreement
for Good Reason, as herein defined.  A
“Control Transaction” shall be: (i) a reorganization, merger or consolidation
of the Company


 


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unless (A) the Company or a parent or subsidiary of the Company is the
surviving or resulting corporation or (B) the shareholders of the Company
immediately before such transaction own a majority of the outstanding voting
stock (after giving effect to the conversion of all shares of Class D Common
Stock of the Company) in the surviving or resulting corporation or a parent
thereof following the transaction; (ii) the sale by the Company of all or
substantially all of its assets to a purchaser which is not a member of the
Group immediately before such sale; or (iii) any transaction or series of
transactions which results in the acquisition of a majority of the outstanding
voting shares of the Company by a purchaser or purchasers (A) who are not
currently shareholders of the Company and who acquired such voting shares in a
transaction or transactions not involving an offering registered under the
Securities Act of 1933, as amended; (B) which was not a subsidiary of the
Company immediately before such acquisition; or (C) a majority of whose
outstanding voting shares, immediately following the acquisition, are owned by
persons who were not shareholders of the Company immediately before the
acquisition.  “Good Reason,” as used
herein, shall mean (i) a determination by Executive in good faith that due to
acts of the Company or its Successor (as hereinafter defined) occurring after
the Control Transaction, he is unable effectively to carry out his duties and
responsibilities as of the time of the Control Transaction; (ii) a material
reduction following a Control Transaction in the duties and responsibilities assigned
to Executive pursuant to Section 2 hereof; (iii) in the event of a Control
Transaction, a reduction of the Executive’s then current Base Salary in effect
at the time of such Control Transaction or any reduction in Executive’s
incentive payment percentages or the benefits and perquisites as set forth in
Section 5 hereof;  (iv) the transfer
following the Control Transaction of Executive’s principal place of business to
a location more than fifty (50) miles


 


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from the location of the Company’s principal executive office as of the
time of the Control Transaction;  (v)
the failure or refusal of the Successor, as defined in Section 9 hereof, to
assume all duties and obligations of the Company under this Agreement in a form
that is reasonably satisfactory to Executive, as contemplated by
Section 9; or (vi) any other material breach by the Company or its
Successor of the terms of this Agreement


 


7.             Effects
of Early Termination.


 


(a)           In
the event of the Company’s termination of Executive’s employment during the
Employment Term as a result of his disability, Executive shall be entitled to
receive his Base Salary for the month in which such termination becomes
effective and for a period of six (6) months thereafter, without prejudice to
any other payments or disability benefits due Executive under any Employee
Benefit Plan as a result of Executive’s disability.


 


(b)           In
the event of Executive’s death, Executive’s legal representative shall be
entitled to receive Executive’s Base Salary through the end of the sixth month
following the month in which Executive’s death occurred, without prejudice to
any other payments or benefits due under any Employee Benefit Plan as a result
of Executive’s death.


 


(c)           In
the event of the Company’s termination of Executive’s employment during the
Employment Term for Cause, as defined in Section 6(c), the Company shall have
no obligation to pay Executive any compensation or benefits other than (i) his
then current Base Salary to the date of termination and (ii) payments or
benefits due under any Employee Benefits Plans upon or following such
termination.


 


(d)           In
the event the Company terminates Executive’s employment during the Employment
Term without Cause or Executive terminates his employment during


 


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such period for Good Reason, as defined in Section 6(e), the Company
shall pay Executive the following amounts:


 


(i)            Executive’s Base Salary for the
balance of the month in which such termination occurs, plus credit for any
vacation earned but not taken prior to the date of termination;


 


(ii)           the incentive compensation set forth
in Section 4 hereof to which the Executive would have received but for the fact
of termination, calculated from the beginning of the fiscal year through the
date of termination;


 


(iii)          as severance payments, commencing on
the last day of the month in which the termination occurs and on the last day
of each month thereafter, an amount equal to one-twelfth of the Executive’s
then current Base Salary for a period of twelve (12) months; and


 


(iv) any payments due
under any Employee Benefits Plans upon or following such termination.


 


In addition, in the event of, and effective upon,
termination under this Section 7(d): 
(A) Executive shall be entitled to acceleration of any unvested stock
options under any option grants issued to Executive pursuant to the Company’s
1996 Stock Option Plan or the 2004 Stock Incentive Plan; and (B) any forfeiture
provisions otherwise applicable to any awards of restricted stock to the
Executive shall cease.


 


(e)           Except
as provided under Section 7(d)(ii), upon termination of his employment
hereunder, the Executive, his heirs, representatives, or assigns shall not be
entitled to receive any incentive compensation payments with respect to
Executive’s employment.


 


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(f)            Except
as provided in Section 7(e), during the period Executive continues to receive
payment of his Base Salary following the termination of the Executive’s
employment, Executive, his dependents, beneficiaries and estate shall continue
to be entitled to all benefits under all Employee Benefit Plans as if Executive
were still employed during such period under this Agreement.  Executive, to the extent that he has at the
time of termination sufficient service credits or has otherwise satisfied
applicable eligibility requirements under the terms of the Employee Benefit
Plans shall be deemed to have retired from the Company as of such time, and
shall be eligible for any and all benefits and rights provided to retirees at a
comparable executive level from the Company or the Group under all Employee
Benefits Plans.


 


(g)           The
severance compensation and benefits provided in this Section 7 shall constitute
Executive’s sole and exclusive right to severance payments and benefits upon
termination of Executive’s employment and no other severance compensation of
any kind, nature and amount shall be payable to Executive in connection with
any termination during the Employment Term.


 


8.             Termination
Notice.  Any termination
by the Company or by Executive hereunder shall be communicated by written
Notice of Termination to the other party hereto.  For purposes of this Agreement, a “Notice of Termination” shall mean
a written notice which shall indicate the specific termination provision in
this Agreement relied upon and shall set forth in reasonable detail all facts
and circumstances claimed to provide a basis for termination of the Executive’s
employment under the provision so indicated. 
Any such notice shall be by registered or certified mail and mailed to
Executive at the last address he has filed in writing with the Company, or, in
the case of the Company, to the President at 1550 Liberty Ridge Drive, Suite


 


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100, Wayne, PA 19087, 610-251-1000; or such other address to which the
Company’s principal executive offices are removed during the Employment Term.


 


9.             Successors/Binding
Agreement.  The Company
shall require any successor or surviving entity in any Control Transaction
(“Successor”), by agreement in form and substance satisfactory to Executive,
expressly to assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform if no such
succession had taken place.  Regardless
of whether such agreement is executed, this Agreement shall be binding upon any
Successor in accordance with the operation of law and such Successor shall be
deemed the “Company” for purposes of this Agreement.  This Agreement shall not be terminated by the voluntary or
involuntary dissolution of the Company and shall inure to the benefit of and be
enforceable by Executive and his personal or legal representative, executors, administrators,
successors, heirs, distributees, devisees and legatees.


 


10.           Settlement of Claims.  The Company’s obligations to make the
payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any circumstances, including
without any limitation, any set-off (except against the amount actually owed by
the Executive to the Company as evidenced by promissory notes, loan agreements
and similar documents executed by the Executive), counterclaim, defense,
recoupment, or other rights which the Company may have against the Executive or
others.


 


11.           Non-Exclusivity of Rights.  Nothing in this Agreement shall prevent or
limit the Executive’s continuing or future participation in any benefit, bonus,
incentive or other plan or program provided by the Company or any of its
subsidiaries and for which the Executive may qualify, nor shall anything herein
limit or reduce such rights as the Executive may have


 


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under any other agreements with the Company or any of its
subsidiaries.  Amounts which are vested
benefits or which the Executive is otherwise entitled to receive under any plan
or program of the Company or any of its subsidiaries shall be payable in
accordance with such plan or program, except as explicitly modified by this
Agreement.


 


12.           Severability.  In the event any provision or portion of
this Agreement shall be determined to be invalid or unenforceable for any
reason, the remaining provisions of this Agreement shall remain in full force
and effect to the fullest extent permitted by law.


 


13.           Amendment/Waiver.  This Agreement may not be amended, modified,
waived or canceled except by a writing signed by each party hereto.  No waiver by either party hereto at any time
of any breach by the other party hereto of, or compliance with, any condition
or provision of this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same
or any prior or subsequent time.


 


14.           Entire
Agreement.  This
Agreement constitutes the entire Agreement between the parties relative to the
employment of the Executive by the Company during the Employment Term and
supercedes all prior agreements, if any, understandings and arrangements, oral
or written, between the parties hereto with respect to the subject matter
hereof.


 


15.           Governing
Law.  This Agreement
shall be governed by and construed and enforced in accordance with the laws of
the Commonwealth of Pennsylvania, without giving effect to the conflict of laws
principles thereof.  Any action brought
by any party to this Agreement shall be brought and maintained in a court of
competent jurisdiction in Chester County in the Commonwealth of Pennsylvania.


 


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16.           Attorney’s Fees.  The Company or its Successor, as applicable,
shall pay all reasonable attorney’s fees, costs and related expenses incurred
by Executive in ascertaining his rights under this Agreement or in the event of
a breach by the Company or its Successor of the terms of this Agreement.


 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the day and year first above written.


 


	
   

  	
   

  	
  TRIUMPH GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Richard C.
  Ill

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President and CEO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Executive:

  	
    /s/ John B.
  Wright, II

  	
   

  	 

	
   

  	
   

  	
   

  	
  John B. Wright, II

  	
   

  
	
   

  	
   

  	
   

  	
   

  
									



 


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