**Exhibit 10.5****AGREEMENT**     This Agreement is made and entered into by and between William J. McKenna (“Executive”), aresident of the state of Texas, and Vought Aircraft Industries, Inc., a Delaware corporation withits principal place of business in Dallas, Texas (“Vought” or the “Company”).     Executive and Vought (“the parties”) have agreed that Executive’s employment with the Companywill conclude as provided in this Agreement. In connection with this separation from employment andsubject to this Agreement, Vought has agreed to provide Executive with certain payments and otherbenefits to which Executive would not be entitled absent his execution of this Agreement. Further,Executive and Vought desire to settle any and all disputes related directly or indirectly toExecutive employment with Vought, including but not limited to all compensation-related matters andthe separation of Executive’s employment with Vought, in accordance with the terms and conditionsset forth in this Agreement.     Therefore, in consideration of the mutual covenants and agreements set forth in thisAgreement, and other good and valuable consideration, the sufficiency of which is herebyacknowledged by both parties, Executive and Vought agree as follows:     1. Executive agrees that his last day to report to work will be on October 27, 2005 and thathe will separate from employment with Vought effective December 31, 2005 (“Separation Date”).During the period from his last day of work until his Separation Date, Executive will make himselfreasonably available to assist the Company in transitioning Executive’s work. Except as otherwisespecified herein or under the applicable employee health and welfare or retirement plans, all ofExecutive’s privileges, perquisites and benefits as a Vought employee will end as of the close ofbusiness on October 27, 2005.     2. *Compensation:*In connection with the Executive’s separation from Vought, Vought willprovide Executive the following payments and benefits in consideration for his execution andnon-revocation of this Agreement and his fulfillment of the other obligations set forth herein:a. *Separation Pay:*Within ten (10) days after the Effective Date of this Agreement (asdefined herein), Vought will pay to Executive a one-time lump sum equal to fifty-two (52)times Executive’s current weekly, regular base salary. This payment will be made only onthe conditions that Executive has signed this Agreement, has not exercised his right torevoke this Agreement (as described more fully in Paragraph 10), and has fulfilled theother obligations set forth in this Agreement. This payment will not be consideredeligible compensation for purposes of the Vought Retirement Plan or the Savings andInvestment Plan. Except as set forth in this Agreement, Executive will not be entitled toany other payment under any Vought layoff, severance, retention or change in controlagreement, plan or policy at the end of his employment with Vought.
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b. *Deductions*: Vought will deduct from the above payment the amount necessary to repay infull Executive’s outstanding principal and accrued interest pursuant to that PromissoryNote dated October 24, 2000 between Executive and the Company.c. *Deferred Compensation Plan:*Within ten (10) days after the Separation Date, Executivewill receive a one-time, lump-sum distribution of his accrued benefit under the RabbiTrust, with such amount to be calculated at an assumed value of $15.00 per share.d. *Outplacement Services:*Beginning on the eighth day after the Effective Date, Executivewill be entitled to outplacement services with a firm of the Company’s choosing for aperiod of one (1) year, provided pursuant to the terms of the contract between Vought andthe outplacement firm.e. *Accrued Vacation.*Executive’s accrued vacation will be applied during the periodbetween his last day of work on October 27, 2005 and his Separation Date. After hisSeparation Date, Executive will receive payment for remaining accrued but unused vacation,if any.f. *Health Care Benefits:*Neither Executive nor his dependents will be eligible forcoverage under Vought’s benefit plans after midnight Central Time on the Separation Date.Executive may elect continuation of group health benefits for himself and his eligibledependents through COBRA as set forth in the applicable Plan Rules. Executive will beresponsible for paying the entire cost of any applicable monthly premiums andadministrative costs of continuation coverage for himself and/or his dependents as providedby the applicable Plan Rules. Within ten (10) days after the Separation Date, Vought willpay Executive a one-time, lump-sum amount equal to the employer’s portion of continuationcoverage costs for a 12-month period.g. *Withholdings:*Vought will withhold all required payroll deductions, including anyapplicable taxes, from the above payments.h. *Excess Plan:*The Company will honor the terms of any election properly made byExecutive with respect to the form of his benefit distribution under the Company’snon-qualified retirement plan.     3. *Inclusive of Income and All Other Benefits:*Except as provided in Paragraph 2 above,Executive acknowledges and agrees that he has received all other compensation and benefits due andowing from Vought and that he has no further claim to any compensation or employee benefits fromVought.     4. *Equity Plans:*The terms of Executive’s Stock Option Agreements shall govern the exercisabilityand timing of exercising of his stock options. In accordance
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with those agreements, all non-vested stock options shall be forfeited, and no further vestingshall occur, following the Separation Date. Executive may continue to hold shares of stockpurchased before the Separation Date, under the terms and conditions set forth in the Shareholders’Agreement.     5. *Confidential Information:*Executive acknowledges and agrees that in the course of hisemployment with Vought, he has had access to confidential, proprietary and/or trade secretinformation relating to the business affairs of Vought. Executive agrees that he will continue tomaintain the complete confidentiality of Vought’s confidential, proprietary and/or trade secretinformation and otherwise comply with all applicable fiduciary duties owed to the Company inconnection with Executive’s position as an officer of the Company. Executive agrees that at no timefollowing the execution of this Agreement will he disclose or otherwise make available to anyperson, company and/or other entity, Vought’s confidential, proprietary and/or trade secretinformation.     6. *Non-Solicitation*: Executive agrees that for a period of one (1) year following theEffective Date of this Agreement, he shall not, and shall not cause any employer in which he playsa role in management, operation or investment decisions, to: (a) solicit, entice, persuade orinduce any individual employed by Vought or its affiliates to terminate his or her employment withVought or its affiliates; (b) solicit any such individual for employment, consulting arrangementsor other similar arrangements, including as an independent contractor; (c) approach any suchindividual for any of the foregoing purposes; or (d) assist in taking such actions by any thirdparty, in each case without the prior written consent of Vought. However, this Agreement shall notprohibit the employment or the soliciting the employment of any such individual who has beenterminated by Vought or its affiliates or who has terminated his employment with Vought or itsaffiliates out of his own volition and not at the behest or encouragement of Executive, nor thesoliciting of employment through the placement of advertisements in newspapers or journals ofgeneral circulation or the Internet.     7. *Return of Vought Property:*Executive agrees to immediately return all property owned byVought in his possession including, but not limited to, any Company files, documents, drawings,plans, or photographs; any Vought credit card (or credit card for which Vought is the guarantor);and any badge, personal digital assistant, computer, telephone, pager, fax machine, or printer.     8. *Waiver and Release:*Executive, for and on behalf of himself and his heirs,administrators, executors, successors and assigns, hereby releases, acquits, and forever dischargesVought and its subsidiaries, affiliates and related companies, and the current and formerdirectors, officers, executives, managers, agents, attorneys, insurers, independent contractors andemployees of Vought and all its related entities (the “Released Parties”), from any and all claims,whether direct or indirect, fixed or contingent, now known or unknown, which Executive ever had,has, or may claim to have against the Released Parties, for, upon, or by reason of any matter, act,action, inaction, decision, event or subject prior to the time Executive signs this Agreement.
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     Executive understands and agrees that by executing this Agreement, he is giving up any and allmanner of actions or causes of action, suits, debts, claims, complaints, or demands of any kindwhatsoever against the Company, in law or in equity, including, but not limited to claims under theAge Discrimination in Employment Act of 1967 and under any other federal, state, or local law orregulation; as well as claims that this Agreement was procured through fraud or duress.     This Agreement does not waive or release: (i) any rights or claims Executive may have underthe Age Discrimination in Employment Act arising after the date he signs this Agreement; (ii)Executive’s right to file a charge or participate in an investigation or proceeding conducted bythe Equal Employment Opportunity Commission (although your rights to recovery in such a proceedingare governed by this Agreement and specifically by this Waiver and Release paragraph); or (iii)any rights or claims Executive may have for breach of this Agreement. In addition, nothing in thisagreement shall limit or reduce any rights that Executive may have to indemnification pursuant tothe terms of the By-Laws of the Company.     9. *Consideration Period:*The Executive will have twenty-one (21) days from the date hereceives this offer to consider it. During this time period, Executive is hereby advised to seeklegal counsel regarding the effect of this Agreement. Changes to this Agreement, whether materialor immaterial, will not restart the consideration period. Executive may execute the Agreement inless than twenty-one days if he so wishes.     10. *Right to Rescind:*Executive may rescind this Agreement for a period of seven (7)calendar days after signing it. Any rescission must be in writing and hand-delivered or mailed tothe person listed below so that it is received no later than 5:00 p.m. (Central Time) on theseventh calendar day after Executive signs this Agreement. If mailed, the rescission must be sentby certified mail, return receipt requested and addressed as follows:Kevin P. McGlinchey