**Exhibit 10.2****Employment Agreement**     This Employment Agreement (the “Agreement”) dated as of November 8, 2007 (the“Effective Date”), is made by and between Vought Aircraft Industries, Inc., a Delawarecorporation, (together with any successor thereto, the “Company”) and Dennis Orzel (the“Executive”).**RECITALS**A. It is the desire of the Company to assure itself of the services of the Executive by enteringinto this Agreement. B. The Executive and the Company mutually desire that Executive provide services to the Companyon the terms herein provided.**AGREEMENT**     NOW, THEREFORE, in consideration of the foregoing and of the respective covenants andagreements set forth below the parties hereto agree as follows:**1.****Employment.** (a) General. The Company shall employ the Executive for the period setforth in Section 1(b), in the position set forth in Section 1(c), andupon the other terms and conditions herein provided.  (b) Employment Term. The initial term of employment under this Agreement(the “Initial Term”) shall be for the period beginning on November 8, 2007 andending at the end of the day on October 31, 2009, unless earlier terminated as providedin Section 3. The employment term hereunder shall automatically be extendedfor successive one-year periods (“Extension Terms” and, collectively with theInitial Term, the “Term”) unless either party gives notice of non-extension tothe other no later than ninety (90) days prior to the expiration of the then-applicableTerm and subject to earlier termination as provided inSection 3.  (c) Position and Duties. The Executive shall serve as an officer of theCompany with such customary responsibilities, duties and authority as may from time totime be assigned to the Executive by the Chief Executive Officer of the Company ordesignee. The Executive shall devote substantially all his working time and efforts tothe business and affairs of the Company (which may include service to its Affiliates).The Executive agrees to observe and comply with the rules and policies of the Companyas adopted by the Company from time to time. During the Term, it shall not be aviolation of this Agreement for the Executive to (i) serve on industry trade, civic orcharitable boards or committees; (ii) deliver lectures or fulfill speaking engagements;(iii) manage his personal investments and affairs; and (iv) serve on the board ofdirectors of for-profit enterprises with
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   the Chief Executive Officer’s prior consent,as long as such activities do not materially interfere with the performance of theExecutive’s duties and responsibilities as an employee of the Company. During hisemployment and for the 12-month period following termination of his employment with theCompany, (x) the Executive agrees not to disparage in any material respect the Company,any of its products or practices, or any of its directors, officers, agents,representatives, stockholders or Affiliates, either orally or in writing, and (y) theCompany agrees not to disparage in any material respect theExecutive.**2.****Compensation and Related Matters.** (a) Annual Base Salary. During the Term, the Executive shall receive abase salary at a rate of $270,920.00 per annum (the “Annual Base Salary”),which shall be paid in accordance with the customary payroll practices of the Company,subject to adjustment as determined by the Board of Directors of the Company or itscommittee (“the Board”).  (b) Benefits. During the Term, the Executive shall be entitled toparticipate in employee benefit plans, programs and arrangements of the Company, as maybe amended from time to time, which are applicable to the senior officers of theCompany.  (c) Expenses. During the Term, the Company shall reimburse the Executivefor all reasonable travel and other business expenses incurred by him in theperformance of his duties to the Company in accordance with the Company’s expensereimbursement policy.  (d) Key Person Insurance. At any time during the Term, the Company shallhave the right to insure the life of the Executive for the Company’s sole benefit.The Company shall have the right to determine the amount of insurance and the type ofpolicy. The Executive shall cooperate with the Company in obtaining such insurance bysubmitting to physical examinations, by supplying all information reasonably requiredby any insurance carrier, and by executing all necessary documents reasonably requiredby any insurance carrier. The Executive shall incur no financial obligation byexecuting any required document, and shall have no interest in anysuch policy.  (e) Indemnification. The Executive shall be indemnified and held harmlessby the Company to the fullest extent authorized by the Company’s certificate ofincorporation or bylaws against all costs, expenses, liabilities and losses reasonablyincurred or suffered by the Executive as a result of actions taken by the Executive ingood faith and in his capacity as an officer of the Company.
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**3.****Termination.**     The Executive’s employment hereunder may be terminated by the Company or the Executive, asapplicable, without any breach of this Agreement only under the following circumstances: (a) Circumstances. (i) Death. The Executive’s employment hereunder shallterminate upon his death.  (ii) Disability. If the Executive has incurred aDisability, the Company may give the Executive written notice of its intentionto terminate the Executive’s employment.  (iii) Termination for Cause. The Company may terminate theExecutive’s employment for Cause.  (iv) Termination without Cause. The Company may terminatethe Executive’s employment without Cause.  (v) Resignation for Good Reason. The Executive may resignhis employment for Good Reason.  (vi) Resignation without Good Reason. The Executive mayresign his employment without Good Reason.  (vii) Non-extension of Term by the Company. The Company maygive notice of non-extension to the Executive pursuant to Section1(b).  (viii) Non-extension of Term by the Executive. The Executive may givenotice of non-extension to the Company pursuant to Section 1(b). (b) Notice of Termination. Any termination of the Executive’s employmentby the Company or by the Executive under this Section 3 (other than terminationpursuant to paragraph (a)(i)) shall be communicated by a written notice to the otherparty hereto indicating the specific termination provision in this Agreement reliedupon, setting forth in reasonable detail the facts and circumstances claimed to providea basis for termination of the Executive’s employment under the provision so indicated,and specifying a Date of Termination which, for terminations under paragraphs (a) (ii),(iv) or (vi) shall be at least sixty (60) days following the date of such notice (a“Notice of Termination”); provided, however, that the Company may, in its solediscretion, advance the Date of Termination to any date following the Company’s receiptof the Notice of Termination. A Notice of Termination submitted by the Company mayprovide for a Date of Termination on the date the Executive receives the Notice ofTermination, or any date
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   thereafter elected by the Company in its sole discretion. Thefailure by the Executive or the Company to set forth in the Notice of Termination anyfact or circumstance which contributes to a showing of Cause or Good Reason shall notwaive any right of the Executive or the Company hereunder or preclude the Executive orthe Company from asserting such fact or circumstance in enforcing the Executive’s orthe Company’s rights hereunder.  (c) Company obligations upon termination. Upon termination of theExecutive’s employment, the Executive (or the Executive’s estate) shall be entitled toreceive the sum of the Executive’s Annual Base Salary through the Date of Terminationnot theretofore paid, any expenses owed to the Executive under Section 2(d),any accrued vacation pay owed to the Executive pursuant to Company policy, and anyamount accrued and arising from the Executive’s participation in, or benefits accruedunder any employee benefit plans, programs or arrangements under Section 2(c),which amounts, if any, shall be payable in accordance with the terms and conditions ofsuch employee benefit plans, programs or arrangements, and such other or additionalbenefits as may be, or become, due to him under the applicable terms of applicableplans, programs, agreements, corporate governance documents and other arrangements ofthe Company and its subsidiaries (collectively, the “Company Arrangements”).The Executive shall not be entitled to any other payments or benefits, except asspecifically provided in Section 4.**4.****Severance Payments.** (a) Termination for Cause, resignation without Good Reason, upon Non-extensionof Term by the Company or the Executive, upon death or upon Disability. If theExecutive’s employment shall terminate pursuant to Section 3(a)(iii) for Cause, Section3(a)(vi) for resignation without Good Reason, pursuant to Sections 3(a)(vii) or3(a)(viii) due to Non-extension of the Term by the Company or the Executive, or as aresult of Executive’s death pursuant to Section 3(a)(i) or Disability pursuant toSection 3(a)(ii), the Executive shall not be entitled to any additional severancepayment or benefits.  (b) Termination without Cause or resignation for Good Reason. If theExecutive’s employment shall terminate without Cause pursuant to Section3(a)(iv) or for Good Reason pursuant to Section 3(a)(v), the Company shall,subject to the Executive signing and not revoking, within sixty (60) days following theDate of Termination, a release of claims in substantially the form attached hereto asExhibit A: (i) pay to the Executive, in equal installments over the twelve(12) month period following the Date of Termination in accordance with theCompany’s regular payroll practice, an amount equal to the Annual Base Salarythat the Executive would have been entitled to receive if the Executive hadcontinued his employment hereunder for a period of twelve (12) months followingthe Date of Termination; and
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 (ii) cover the premium costs for medical, dental and vision benefitcoverage under COBRA for the Executive and, where applicable, Executive’sspouse and dependents, for a period of twelve (12) months following the Date ofTermination under one of the Company’s then-existing group medical plans. (c) Survival. The expiration or termination of the Term shall not impairthe rights or obligations of any party hereto, which shall have accrued prior to suchexpiration or termination.  (d) 409A. Notwithstanding anything to the contrary in this Section4, no payments in this Section 4 will be paid during the six-month periodfollowing the Executive’s termination of employment unless the Company determines, inits good faith judgment, that paying such amounts at the time or times indicated inthis Section would not cause the Executive to incur an additional tax under Section409A of the Internal Revenue Code of 1986, as amended (the “Code”) (in whichcase such amounts shall be paid at the time or times indicated in this Section). Ifthe payment of any amounts are delayed as a result of the previous sentence, on thefirst day following the end of the six-month period, the Company will pay the Executivea lump-sum amount equal to the cumulative amount that would have otherwise beenpreviously paid to the Executive under this Agreement.**5.****Unfair Competition.** Upon commencement of the Initial Term, the Company agrees toprovide Executive with access to Confidential Information as defined below, including ConfidentialInformation of third parties such as customers, suppliers, and business affiliates; specializedtraining regarding the Company’s methodologies and business strategies; and/or support in thedevelopment of goodwill such as introductions, information and reimbursement of customerdevelopment expenses consistent with Company policy. The foregoing is not contingent on continuedemployment, but upon Executive’s use of the access, specialized training, and/or goodwill supportprovided by Company for the exclusive benefit of the Company and upon Executive’s full compliancewith the restrictions on Executive’s conduct provided for in this Agreement.     Ancillary to the rights provided to Executive as set forth in this Agreement and any addendaor amendments to this Agreement, the Company’s provision of Confidential Information, specializedtraining, and/or goodwill support to Executive, and Executive’s agreements regarding the use ofsame, and in order to protect the value of any equity-based compensation, training, goodwillsupport and/or the Confidential Information described above, the Company and Executive agree to thefollowing provisions against unfair competition: (a) The Executive recognizes and agrees that in order to assure that the Executivedevotes all of the Executive’s professional time and energy to the operations of theCompany while employed by the Company, and that during and after such employment inorder to adequately protect the Company’s investment in its proprietary information andtrade secrets (“Confidential Information”) and to protect such information andsecrets and all other confidential information from disclosures to competitors and toprotect the Company from unfair competition,
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   separate covenants not to compete, not tosolicit, and not to recruit the Company’s employees for the duration and scope setforth below, are necessary and desirable. The Executive understands and agrees thatthe restrictions imposed in these covenants represent a fair balance of the Company’srights to protect its business and the Executive’s right to pursue employment and donot place an undue burden on the Executive’s ability to pursue alternative employmentor earn a living.  (b) The Executive shall not, at any time during the Term or during the 12-monthperiod following the Date of Termination (the “Non-Compete Period”), directlyor indirectly engage in, have any equity interest in, or manage or operate any person,firm, corporation, partnership or business (whether as director, officer, employee,agent, representative, partner, security holder, consultant or otherwise) that engagesin any business which competes with any Business (as defined below) of the Company orits Affiliates in the United States or anywhere in the world where the Company conductsbusiness or, on the Date of Termination, has plans to conduct business in the twelve(12) month period following the Executive’s Date of Termination; provided,however, that the Executive shall be permitted to acquire a passive stockinterest in such a business provided the stock acquired is publicly traded and is notmore than two percent (2%) of the outstanding interest in such business.  (c) During the Non-Compete Period, the Executive shall not, directly or indirectly,hire, retain, recruit or otherwise solicit or induce any employee, customer, subscriberor supplier of the Company (i) to terminate its employment or arrangement with theCompany, (ii) to otherwise change its relationship with the Company or (iii) toestablish any relationship with the Executive or any of his affiliates for any businesspurpose competitive with the Business of the Company.  (d) In the event the terms of this Section 5 shall be determined by anycourt of competent jurisdiction to be unenforceable by reason of its extending for toogreat a period of time or over too great a geographical area or by reason of its beingtoo extensive in any other respect, it will be interpreted and/or reformed to extendonly over the maximum period of time for which it may be enforceable, over the maximumgeographical area as to which it may be enforceable, or to the maximum extent in allother respects as to which it may be enforceable, all as determined by such court insuch action.  (e) As used in this Section 5, (i) the term “Company” shall includethe Company and its direct or indirect parents, if any, and subsidiaries, and (ii) theterm “Business” shall mean the development, production, sale, maintenance andsupport for aerostructures with respect to commercial, military and business jetaircraft, including (but not limited to) fuselages, wings and wing assemblies,empennages, aircraft doors, nacelle components and control surfaces, as such businessmay be expanded or altered by the Company during the Term.  (f) It is recognized and acknowledged by the Executive that a breach of thecovenants contained in this Section 5 may cause irreparable damage to Company
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   and its goodwill, the exact amount of which will be difficult or impossible toascertain, and that the remedies at law for any such breach will be inadequate.Accordingly, the Executive agrees that in the event of a breach of any of the covenantcontained in this Section 5, in addition to any other remedy which may beavailable at law or in equity, the Company will be entitled to seek specificperformance and injunctive relief.**6.****Cooperation**. The Executive may respond to a lawful and valid subpoena or other legalprocess regarding the Company but shall give the Company the earliest possible notice thereof,shall, as much in advance of the return date as possible, make available to the Company and itscounsel the documents and other information sought and shall assist such counsel at Company’sexpense in resisting or otherwise responding to such process. As used in this Section, the term“Company” shall include the Company and its direct or indirect parents, if any, andsubsidiaries.**7.****Assignment and Successors.**     The Company may assign its rights and obligations under this Agreement to any successor to allor substantially all of the business or the assets of the Company (by merger or otherwise andincluding any Affiliates), and may assign or encumber this Agreement and its rights hereunder assecurity for indebtedness of the Company and its Affiliates. This Agreement shall be binding uponand inure to the benefit of the Company, the Executive and their respective successors, assigns,personnel and legal representatives, executors, administrators, heirs, distributees, devisees, andlegatees, as applicable. None of the Executive’s rights or obligations may be assigned ortransferred by the Executive, other than the Executive’s rights to payments hereunder, which may betransferred only by will or operation of law. Notwithstanding the foregoing, the Executive shallbe entitled, to the extent permitted under applicable law and applicable Company Arrangements, toselect and change a beneficiary or beneficiaries to receive compensation hereunder following hisdeath by giving written notice thereof to the Company.**8.****Certain Definitions.** (a) Affiliate. An “Affiliate” shall mean any entity which owns orcontrols, is owned or controlled by, or is under common control with, the Company.  (b) Cause. The Company shall have “Cause” to terminate the Executive’semployment hereunder upon: (i) The Board’s good faith determination that the Executive failedto substantially perform his duties as an employee of the Company (other thanany such failure resulting from the Executive’s Disability) which failure hasnot been cured within thirty (30) days after Executive’s receipt of noticethereof from the Board;  (ii) the Executive’s willful misconduct, gross negligence or abreach of fiduciary duty that, in each case or in the aggregate, results inmaterial harm to the Company;
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 (iii) willful and material breach of this Agreement or the bylaws ofthe Company which has not been cured within thirty (30) days after Executive’sreceipt of notice thereof from the Board;  (iv) the Executive’s having been the subject of any order, judicialor administrative, obtained or issued by the Securities Exchange Commission,for any securities violation involving fraud, including, for example, any suchorder consented to by the Executive in which findings of facts or any legalconclusions establishing liability are neither admitted nor denied;  (v) the Executive’s conviction, plea of no contest, plea of *nolocontendere*, or imposition of unadjudicated probation for any felony or crimeinvolving moral turpitude;  (vi) the Executive’s unlawful use (including being under theinfluence) or possession of illegal drugs on the Company’s premises or whileperforming the Executive’s duties and responsibilities under this Agreement; or  (vii) the Executive’s commission of an act of fraud, embezzlement,or misappropriation, in each case, against the Company. (c) Date of Termination. “Date of Termination” shall mean (i) if theExecutive’s employment is terminated by his death, the date of his death; (ii) if theExecutive’s employment is terminated pursuant to Section 3(a)(ii) – (vi) eitherthe date indicated in the Notice of Termination or the date specified by the Companypursuant to Section 3(b), whichever is earlier; (iii) if the Executive’semployment is terminated pursuant to Section 3(a)(vii) or Section3(a)(viii), the expiration of the then-applicable Term.  (d) Disability. “Disability” shall mean, at any time the Company or any ofits Affiliates sponsors a long-term disability plan for the Company’s employees,“disability” as defined in such long-term disability plan for the purpose ofdetermining a participant’s eligibility for benefits; provided, however, if thelong-term disability plan contains multiple definitions of disability, “Disability”shall refer to the definition of disability that, if the Executive qualified for suchdisability benefits, would provide coverage for the longest period of time. Thedetermination of whether the Executive has a Disability shall be made by the person orpersons required to make disability determinations under the long-term disability plan.At any time the Company does not sponsor a long-term disability plan for itsemployees, Disability shall mean the Executive’s inability to perform, with or withoutreasonable accommodation, the essential functions of his position hereunder for a totalof three months during any six-month period as a result of incapacity due to mental orphysical illness as determined by a physician selected by the Company or its insurersand acceptable to the Executive or the Executive’s legal representative, such agreementas to acceptability not to be unreasonably
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   withheld or delayed. Any refusal by theExecutive to submit to a medical examination for the purpose of determining Disabilityshall be deemed to constitute conclusive evidence of the Executive’s Disability.  (e) Good Reason. The Executive shall have “Good Reason” to resign hisemployment within ninety (90) days following the occurrence of any of the followingevents:     (A) a material reduction in the amount of the Executive’s Annual BaseSalary;     (B) any material breach of this Agreement by the Company or anyAffiliate; or     (C) any purported termination by the Company of Executive’s employmentother than as expressly provided under this Agreement.     Notwithstanding the foregoing, the Executive may not resign his employment for Good Reasonunless (E) the Executive provided the Company with at least 30 days prior written notice of hisintent to resign for Good Reason (which 30 days shall not count against the 90-day period above);and (F) the Company has not remedied the alleged violation(s) within the 30-day period (which 30days shall not count against the 90-day period above).**9.****Governing Law.**     This Agreement shall be governed, construed, interpreted and enforced in accordance with itsexpress terms, and otherwise in accordance with the substantive laws of the State of Texas, withoutreference to the principles of its conflicts of law, and where applicable, the laws of the UnitedStates.**10.****Validity.**     The invalidity or unenforceability of any provision or provisions of this Agreement shall notaffect the validity or enforceability of any other provision of this Agreement, which shall remainin full force and effect.**11.****Notices.**     Any notice, request, claim, demand, document and other communication hereunder to any partyshall be effective upon receipt (or refusal of receipt) and shall be in writing and deliveredpersonally or sent by facsimile or certified or registered mail, postage prepaid, as follows:
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 (a) If to the Company:    Vought Aircraft Industries, Inc.   P.O. Box 655907   Dallas, TX 75265   Attn: Kevin P. McGlinchey, General Counsel   Facsimile: (972) 946-5642  (b) If to the Executive:    Dennis Orzel   6909 Robin Road   Dallas, TX 75209     or at any other address as any party shall have specified by notice in writing to the otherparty.**12.****Counterparts.**     This Agreement may be executed in several counterparts, each of which shall be deemed to be anoriginal, but all of which together will constitute one and the same Agreement. Signaturesdelivered by facsimile shall be deemed effective for all purposes.**13.****Entire Agreement.**     The terms of this Agreement, including the terms of the Intellectual Property Agreement, areintended by the parties to be the final expression of their agreement with respect to theemployment of the Executive by the Company and supersede all prior understandings and agreements,whether written or oral. The parties further intend that this Agreement shall constitute thecomplete and exclusive statement of their terms and that no extrinsic evidence whatsoever may beintroduced in any judicial, administrative, or other legal proceeding to vary the terms of thisAgreement.
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**14.****Amendments; Waivers.**     This Agreement may not be modified, amended, or terminated except by an instrument in writing,signed by the Executive and a duly authorized officer of Company. By an instrument in writingsimilarly executed, the Executive or a duly authorized officer of the Company may waive complianceby the other party or parties with any specifically identified provision of this Agreement thatsuch other party was or is obligated to comply with or perform; provided, however, that such waivershall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. Nofailure to exercise and no delay in exercising any right, remedy, or power hereunder preclude anyother or further exercise of any other right, remedy, or power provided herein or by law or inequity. Except as otherwise set forth in this Agreement, the respective rights and obligations ofthe parties under this Agreement shall survive any termination of Executive’s employment.**15.****No Inconsistent Actions.**     The parties hereto shall not voluntarily undertake or fail to undertake any action or courseof action inconsistent with the provisions or essential intent of this Agreement. Furthermore, itis the intent of the parties hereto to act in a fair and reasonable manner with respect to theinterpretation and application of the provisions of this Agreement.**16.****Construction.**     This Agreement shall be deemed drafted equally by both the parties. Its language shall beconstrued as a whole and according to its fair meaning. Any presumption or principle that thelanguage is to be construed against any party shall not apply. The headings in this Agreement areonly for convenience and are not intended to affect construction or interpretation. Any referencesto paragraphs, subparagraphs, sections or subsections are to those parts of this Agreement, unlessthe context clearly indicates to the contrary. Also, unless the context clearly indicates to thecontrary, (a) the plural includes the singular and the singular includes the plural; (b) “and” and“or” are each used both conjunctively and disjunctively; (c) “any,” “all,” “each,” or “every” means“any and all,” and “each and every”; (d) “includes” and “including” are each “without limitation”;(e) “herein,” “hereof,” “hereunder” and other similar compounds of the word “here” refer to theentire Agreement and not to any particular paragraph, subparagraph, section or subsection; and (f)all pronouns and any variations thereof shall be deemed to refer to the masculine, feminine,neuter, singular or plural as the identity of the entities or persons referred to may require.**17.****Arbitration.**     Any dispute or controversy arising under or in connection with this Agreement, other thandisputes or controversies arising under or in connection with the provisions of Section 5or the provisions in the Intellectual Property Agreement, shall be settled exclusively byarbitration, conducted before an arbitrator in Dallas, Texas in accordance with the National Rulesfor the Resolution of Employment Disputes of the American Arbitration Association then in effect.Judgment may be entered on the arbitration award in any court having jurisdiction. Onlyindividuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within
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20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare writtenfindings of fact and conclusions of law. It is mutually agreed that the written decision of thearbitrator(s) shall be valid, binding, final and non-appealable, provided however, that the partieshereto agree that the arbitrator shall not be empowered to award punitive damages against any partyto such arbitration. Each party shall pay its own attorney’s fees and expenses.**18.****Enforcement.**     If any provision of this Agreement is held to be illegal, invalid or unenforceable underpresent or future laws effective during the term of this Agreement, such provision shall be fullyseverable; this Agreement shall be construed and enforced as if such illegal, invalid orunenforceable provision had never comprised a portion of this Agreement; and the remainingprovisions of this Agreement shall remain in full force and effect and shall not be affected by theillegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore,in lieu of such illegal, invalid or unenforceable provision there shall be added automatically aspart of this Agreement a provision as similar in terms to such illegal, invalid or unenforceableprovision as may be possible and be legal, valid and enforceable.**19.****Withholding.**     The Company shall be entitled to withhold from any amounts payable under this Agreement anyfederal, state, local or foreign withholding or other taxes or charges which the Company isrequired to withhold. The Company shall be entitled to rely on an opinion of counsel if anyquestions as to the amount or requirement of withholding shall arise.**20.****Section 409A.** To the extent that the Company reasonably determines that anycompensation or benefits payable under this Agreement are subject to Section 409A of the Code, thisAgreement shall incorporate the terms and conditions required by Section 409A of the Code andDepartment of Treasury regulations as reasonably determined by the Company and the Executive. Tothe extent applicable, this Agreement shall be interpreted in accordance with Section 409A of theCode and Department of Treasury regulations and other interpretative guidance issued thereunder,including without limitation any such regulations or other such guidance that may be issued afterthe Effective Date. Notwithstanding any provision of this Agreement to the contrary, in the eventthat following the Effective Date the Company reasonably determines that any compensation orbenefits payable under this Agreement may be subject to Section 409A of the Code and relatedDepartment of Treasury guidance (including such Department of Treasury guidance as may be issuedafter the Effective Date), the Company and the Executive shall work together to adopt suchamendments to this Agreement or adopt other policies or procedures (including amendments, policiesand procedures with retroactive effective), or take any other commercially reasonable actionsnecessary or appropriate to (a) exempt the compensation and benefits payable under this Agreementfrom Section 409A of the Code and/or preserve the intended tax treatment of the compensation andbenefits provided with respect to this Agreement, or (b) comply with the requirements of Section409A of the Code and related Department of Treasury guidance.
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**21.****Employee Acknowledgement.**     The Executive acknowledges that he has read and understands this Agreement, is fully aware ofits legal effect, has not acted in reliance upon any representations or promises made by theCompany other than those contained in writing herein, and has entered into this Agreement freelybased on his own judgment.     IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first abovewritten.      **VOUGHT AIRCRAFT INDUSTRIES, INC.**