(ii) The Executive’s willful misconduct, gross negligence or a breach of fiduciary duty;               (iii) The Executive’s willful and material breach of any written agreement between the Companyand the Executive which has not been cured within thirty (30) days after the Executive’s receipt ofnotice thereof from the Company, provided that the Executive shall not be entitled to cure any suchbreach if the Executive has previously cured any breach under this Section 1(d)(iii) in theimmediately preceding six months;               (iv) The Executive’s having been the subject of any order, judicial or administrative,obtained or issued by the Securities and Exchange Commission, for any securities violationinvolving fraud, including, for example, any such order consented to by the Executive in whichfindings of facts or any legal conclusions establishing liability are neither admitted nor denied;               (v) The Executive’s conviction of, indictment for, plea of no contest, plea of nolocontendere, or imposition of unadjudicated probation for any felony or crime involving moralturpitude;               (vi) The Executive’s unlawful use (including being under the influence) or possession ofillegal drugs on the Company’s premises or while performing the Executive’s duties andresponsibilities under this Agreement; or               (vii) The Executive’s commission of an act of fraud, embezzlement, or misappropriation, ineach case, against the Company.          (e) “**Change in Control**” shall mean the consummation of the Closing (as defined in the MergerAgreement).          (f) “**Code**” shall mean the Internal Revenue Code of 1986, as amended, together with theDepartment of Treasury Regulations and other official guidance promulgated thereunder.          (g) “**Disability**” shall mean, at any time the Company or any of its Affiliates sponsors along-term disability plan for the Company’s employees, “disability” as defined in such long-termdisability plan for the purpose of determining a participant’s eligibility for benefits, *provided,however*, that if the long-term disability plan contains multiple definitions of disability,“Disability” shall refer that definition of disability which, if the Executive qualified for suchdisability benefits, would provide coverage for the longest period of time. The determination ofwhether the Executive has a Disability shall be made by the person or persons required to makedisability determinations under the long-term disability plan. At any time the Company does notsponsor a long-term disability plan for its employees, Disability shall mean the Executive’sinability to perform, with or without reasonable accommodation, the essential functions of his orher position with the Company for a total of three months during any six-month period as a resultof incapacity due to mental or physical illness as determined by a physician selected by theCompany or its insurers. Any refusal by the Executive to submit to a medical examination for thepurpose of determining Disability shall be deemed to constitute conclusive evidence of theExecutive’s Disability.          (h) The Executive shall have “**Good Reason**” to resign the Executive’s employment within ninety(90) days following the occurrence of any of the following events:
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               (i) a material diminution in the nature or scope of the Executive’s responsibilities,authorities or duties or the assignment of duties and responsibilities materially inconsistent withthose normally associated with the Executive’s position, in each case, other than any changeresulting from a transaction where the Executive remains in a similar position with respect to thebusiness of the Company as operated prior to the transaction, notwithstanding that the Executive isin a diminished role with respect to a combined company resulting from such transaction;               (ii) a material reduction in the amount of the Executive’s Annual Base Salary, as in effectfrom time to time;               (iii) any material breach of this Agreement by the Company; or               (iv) a material change to the geographic location at which the Executive must provide services(within the meaning of Code Section 409A), *provided, however*, that in no event shall a relocationof less than 50 miles constitute a material change for purposes of this clause (iv).Notwithstanding the foregoing, Executive may terminate his or her employment for Good Reason onlyif the Executive provides written notice to the Company specifying the event(s) purported toconstitute Good Reason in reasonable detail and the Company has not remedied such event(s) withinthirty (30) days following delivery of such notice (which thirty (30) day period shall not countagainst the ninety (90) day period specified above).          (i) “**Separation from Service**” shall mean the Executive’s “separation from service” from theCompany (within the meaning of Code Section 409A(a)(2)(A)(i) and Treasury Regulation Section1.409A-1(h)).          (j) “**Target Annual Bonus**” shall mean the last target bonus approved by the Board for theExecutive; *provided, however*, that the Target Annual Bonus shall be no less than the last targetbonus approved by the Board for the Executive prior to the date of a Change in Control.          (k) **“Termination Date**” shall mean the date on which the Executive incurs a Separation fromService.     2. Term of Agreement.          (a) No Change in Control. If a Change in Control has not been consummated on orprior to the six-month anniversary of the Effective Date, then this Agreement shall terminate asof the close of business on the six-month anniversary of the Effective Date.          (b) No Termination. If a Change in Control is consummated on or prior to thesix-month anniversary of the Effective Date, but the Executive has not incurred a Separation fromService on or prior to the first anniversary of the Change in Control, then this Agreement shallterminate as of the close of business on the first anniversary of the Change in Control.          (c) Change in Control and Qualifying Termination. If a Change in Control occurs onor prior to the six-month anniversary of the Effective Date and the Executive incurs a Separationfrom Service by reason of a termination of the Executive’s employment by the
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Company without Cause or by the Executive for Good Reason, in either case, on or prior to thefirst anniversary of the Change in Control, then this Agreement shall terminate as of the firstdate that all obligations of the parties under this Agreement have been satisfied.     In any case, upon the termination of this Agreement, the Company shall cease to have anyobligation to make any payments hereunder, and, except as provided in Section 11(a), thisAgreement shall become null and void and shall have no further force or effect.     3. Termination without Cause or Resignation for Good Reason following a Change inControl.          (a) Severance. If (x) within six months after the Effective Date, the Companyconsummates a Change in Control, and (y) upon or subsequent to the consummation of such Change inControl and prior to the first anniversary of the Effective Date, the Executive incurs aSeparation from Service by reason of a termination of the Executive’s employment by the Companywithout Cause or by the Executive for Good Reason, then, subject to the Executive signing, withinfifty (50) days following the Termination Date, and not revoking a release of claims insubstantially the form attached hereto as Exhibit A, the Company shall:               (i) Pay to the Executive, in equal installments over the twenty-four (24) month periodfollowing the Termination Date in accordance with the Company’s regular payroll practice, anamount equal to the Annual Base Salary that the Executive would have been entitled to receive ifthe Executive had continued his or her employment hereunder for a period of twenty-four (24)months following the Termination Date, which amounts shall be payable commencing on the Company’sfirst payroll date occurring on or after the 60th day following the Termination Date (the “**FirstPayroll Date**”), and any amounts that would otherwise have been paid pursuant to this Section3(a)(i) prior to such payroll date shall be paid in a lump-sum on the First Payroll Date; and               (ii) Pay to the Executive an amount equal to two (2) times the Executive’s Target AnnualBonus, payable in a lump-sum on the First Payroll Date.     Each payment under this Section 3 shall be treated as a separate payment for purposesof Code Section 409A. The payments under this Section 3 shall not be deemed salary orother compensation to the Executive for the purposes of computing benefits to which he or she maybe entitled under any pension plan or other arrangement of the Company or its Affiliates maintainedfor the benefit of its employees, unless such plan or arrangement expressly provides otherwise.          (b) Six-Month Delay. Notwithstanding anything to the contrary in this Section3, no payments under this Section 3 will be paid during the six-month period followingthe Executive’s Separation from Service unless the Company determines, in its good faith judgment,that paying such amounts at the time or times indicated in this Section would not cause theExecutive to incur an additional tax under Code Section 409A (in which case such amounts shall bepaid at the time or times indicated in this Section). If the payment of any amount is delayed as aresult of the previous sentence, on the first day following the end of the six-month period (orsuch earlier date upon which such amount can be paid under Code Section 409A without being subjectto such additional taxes, including upon the Executive’s death), the Company will pay the Executivea lump-sum amount equal to the cumulative amount that would have otherwise been previously paid tothe Executive under this Agreement.
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     4. Non-Competition; Non-Solicitation. The Executive acknowledges that the Company hasprovided and the Company agrees to continue to provide the Executive with access to itsconfidential, proprietary, and/or trade secret information, including confidential information ofthird parties such as customers, suppliers, and business affiliates; specialized training andknowledge regarding the Company’s methodologies and business strategies; and/or support in thedevelopment of goodwill such as introductions and customer relationship information. The foregoingis not contingent on continued employment, but upon the Executive’s use of the access, specializedtraining, and/or goodwill support provided by Company for the exclusive benefit of the Company andupon the Executive’s full compliance with the restrictions on the Executive’s conduct provided forin this Agreement. Ancillary to the rights provided to the Executive as set forth in thisAgreement and any addenda or amendments to this Agreement, the Company’s provision of confidential,proprietary, and/or trade secret information, specialized training, and/or goodwill support to theExecutive, and the Executive’s agreements regarding the use of same, and in order to protect thevalue of any equity-based compensation, training, goodwill support and/or the confidentialinformation described above, the Company and the Executive agree to the following provisionsagainst unfair competition, which the Executive acknowledges represent a fair balance of theCompany’s rights to protect its business and the Executive’s right to pursue employment:          (a) The Executive shall not, at any time during the Executive’s employment with theCompany or during the twenty-four (24) month period following the Termination Date (the“**Non-Compete Period**”), directly or indirectly engage in, have any equity interest in, or manage oroperate any person, firm, corporation, partnership or business (whether as director, officer,employee, agent, representative, partner, security holder, consultant or otherwise) that engages inany business which competes with any Business (as defined below) of the Company or its Affiliatesanywhere in the world where the Company conducts business or, on the Termination Date, has plans toconduct business in the twelve (12) month period following the Executive’s Termination Date;*provided, however*, that the Executive shall be permitted to acquire a passive stock interest insuch a business provided the stock acquired is publicly traded and is not more than two percent(2%) of the outstanding interest in such business.          (b) During the Non-Compete Period, the Executive shall not, directly or indirectly,recruit or otherwise solicit or induce (and in the case of an employee, hire or retain) anyemployee, customer, subscriber or supplier of the Company (i) to terminate its employment orarrangement with the Company, (ii) to otherwise change its relationship with the Company or (iii)to establish any relationship with the Executive or any of his or her affiliates for any businesspurpose competitive with the Business of the Company.          (c) In the event the terms of this Section 4 shall be determined by anycourt of competent jurisdiction to be unenforceable by reason of their extending for too great aperiod of time or over too great a geographical area or by reason of their being too extensive inany other respect, such terms will be interpreted and/or reformed to extend only over the maximumperiod of time for which they may be enforceable, over the maximum geographical area as to whichthey may be enforceable, or to the maximum extent in all other respects as to which they may beenforceable, all as determined by such court in such action.          (d) As used in this Section 4 and in Section 5 and Section 6below, (i) the term “**Company**” shall include the Company and its direct or indirect parents, if any,and subsidiaries, and (ii) the term “**Business**” shall mean the development, production, sale,maintenance and support
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for aerostructures with respect to commercial, military and business jet aircraft, including(but not limited to) fuselages, wings and wing assemblies, empennages, aircraft doors, nacellecomponents and control surfaces, as such business may be expanded or altered by the Company priorto the Termination Date.          (e) Nothing in this Section 4 shall restrict the Executive from engaging inany activity to the extent such restriction would constitute a violation of the professional ethicsrules of any applicable jurisdiction to the extent such rules are applicable to the Executive.     5. Nondisclosure of Proprietary Information; Non-Disparagement.          (a) Except in connection with the faithful performance of the Executive’s duties as anemployee of the Company or pursuant to Section 5(c) and/or Section 5(d) below, theExecutive shall, in perpetuity, maintain in confidence and shall not directly, indirectly orotherwise, use, disseminate, disclose or publish, or use for his or her or her benefit or thebenefit of any person, firm, corporation or other entity any confidential or proprietaryinformation or trade secrets of or relating to the Company (including, without limitation, businessplans, business strategies and methods, acquisition targets, intellectual property in the form ofpatents, trademarks and copyrights and applications therefor, ideas, inventions, works,discoveries, improvements, information, documents, formulae, practices, processes, methods,developments, source code, modifications, technology, techniques, data, programs, other know-how ormaterials, owned, developed or possessed by the Company, whether in tangible or intangible form,information with respect to the Company’s operations, processes, products, inventions, businesspractices, finances, principals, vendors, suppliers, customers, potential customers, marketingmethods, costs, prices, contractual relationships, regulatory status, prospects and compensationpaid to employees or other terms of employment), or deliver to any person, firm, corporation orother entity any document, record, notebook, computer program or similar repository of orcontaining any such confidential or proprietary information or trade secrets. The parties herebystipulate and agree that as between them the foregoing matters are important, material andconfidential proprietary information and trade secrets and affect the successful conduct of thebusinesses of the Company (and any successor or assignee of the Company).          (b) Upon the Executive’s termination of employment with the Company for any reason, theExecutive will promptly deliver to the Company all correspondence, drawings, manuals, letters,notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documentsconcerning the Company’s customers, business plans, marketing strategies, products or processes.          (c) The Executive may respond to a lawful and valid subpoena or other legal process, but shallgive the Company the earliest possible notice thereof, shall, as much in advance of the return dateas possible, make available to the Company and its counsel the documents and other informationsought and shall assist such counsel at Company’s expense in resisting or otherwise responding tosuch process.          (d) Nothing in this Agreement shall prohibit the Executive from (i) disclosing information anddocuments when required by law, subpoena or court order (subject to the requirements of Section5(c) above), (ii) disclosing information and documents to his or her attorney or tax adviserfor the purpose of securing legal or tax advice, (iii) disclosing the Executive’s post-
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employment restrictions in this Agreement in confidence to any potential new employer, or (iv)retaining, at any time, his or her personal correspondence, his or her personal rolodex anddocuments related to his or her own personal benefits, entitlements and obligations, provided thatany confidential or proprietary information or trade secrets of or relating to the Company is firstremoved from any such rolodex or documents.          (e) The Executive agrees, while he is employed by the Company and thereafter, to refrain fromdisparaging the Company and its Affiliates, including any of their services, technologies orpractices, or any of their directors, officers, agents, employees, former employees,representatives or stockholders, either orally or in writing; *provided, however,*that nothing inthe foregoing shall preclude the Executive from making truthful statements that are required byapplicable law, regulation or legal process.          (f) In addition to the covenants set forth in this Section 5, the Executive shall alsoremain bound by all of the terms of the Employee Intellectual Property Agreement (the “**EmployeeAgreement**”) previously entered into between the Executive and the Company, which is incorporatedherein by reference, provided that in the event of a conflict between the Employee Agreement andthis Agreement, the more restrictive agreement shall control. In addition, the Executive shallremain bound by any similar provisions of any previously executed employment agreement between theCompany and the Executive, provided that in the event of a conflict between the Employee Agreementand this Agreement, the more restrictive agreement shall control.     6. Inventions. All rights to discoveries, inventions, improvements and innovations(including all data and records pertaining thereto) related to the business of the Company, whetheror not patentable, copyrightable, registrable as a trademark, or reduced to writing, that theExecutive may discover, invent or originate during the time the Executive is employed by theCompany, either alone or with others and whether or not during working hours or by the use of thefacilities of the Company (“**Inventions**”), shall be the exclusive property of the Company. TheExecutive shall promptly disclose all Inventions to the Company, shall execute at the request ofthe Company any assignments or other documents the Company may deem reasonably necessary to protector perfect its rights therein, and shall assist the Company, upon reasonable request and at theCompany’s expense, in obtaining, defending and enforcing the Company’s rights therein. TheExecutive hereby appoints the Company as his or her attorney-in-fact to execute on his or herbehalf any assignments or other documents reasonably deemed necessary by the Company to protect orperfect its rights to any Inventions. In addition to the covenants set forth in this Section6, the Executive shall also remain bound by all of the terms of the Employee Agreement,provided that in the event of a conflict between the Employee Agreement and this Agreement, themore restrictive agreement shall control.     7. Injunctive Relief. It is recognized and acknowledged by the Executive that abreach of the covenants contained in Sections 4, 5 and 6 hereof will cause irreparabledamage to the Company and its goodwill, the exact amount of which will be difficult or impossibleto ascertain, 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 covenants contained inSections 4, 5 and/or 6 hereof, in addition to any other remedy which may be available atlaw or in equity, the Company will be entitled to specific performance and injunctive reliefwithout having to prove damages or post bond.     8. Assignment and Successors. The Company may assign its rights and obligations underthis Agreement to any successor to all or substantially all of the business or the assets of the
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Company (by merger or otherwise and including any Affiliates), and may assign or encumber thisAgreement and its rights hereunder as security for indebtedness of the Company and its Affiliates.This Agreement shall be binding upon and inure to the benefit of the Company, the Executive andtheir respective successors, assigns, personnel and legal representatives, executors,administrators, heirs, distributees, devisees, and legatees, as applicable. None of theExecutive’s rights or obligations may be assigned or transferred by the Executive, other than theExecutive’s rights to payments hereunder, which may be transferred only by will or operation oflaw.     9. Notices. Any notice, request, claim, demand, document and other communicationhereunder to any party shall be effective upon receipt (or refusal of receipt) and shall be inwriting and delivered personally or sent by facsimile or certified or registered mail, postageprepaid, as follows:If to the Company:Vought Aircraft Industries, Inc.