**Exhibit 10.3****AGREEMENT**     ThisAgreement (this “Agreement”), effective as of September 27, 2005, is made by and betweenVought Aircraft Industries, Inc., a Delaware corporation (the “Company”), and Gordon L. Williams(“Mr. Williams”).     WHEREAS, Mr. Williams has been a Member of the Board of Directors of the Company (the“Board”);     WHEREAS, Mr. Williams has resigned from his position as a Member of the Board, effectiveSeptember 1, 2005;     WHEREAS, Mr. Williams has been entitled to receive certain compensation from the Company inconnection with his prior service as an employee of the Company and/or as a Member of the Board,including certain Board fees, certain Stock Options (the “Options”) under the Amended and Restated2001 Vought Aircraft Industries, Inc. Stock Option Plan (the “Plan”) and certain benefits under theterms of a Letter Agreement, dated November 28, 2000, between Mr. Williams and the Company (the“Letter Agreement”);     WHEREAS, in connection with his prior employment with the Company, Mr. Williams had purchasedcertain shares of common stock of the Company (the “Shares”) and has also executed a PromissoryNote in connection with the purchase of certain of those Shares (the “Promissory Note”); and     WHEREAS, the Company and Mr. Williams mutually desire to settle and forever resolve any andall obligations that may exist regarding compensation payable to Mr. Williams as a result of hisemployment with the Company and his service and as a Member of the Board.     NOW, THEREFORE, in consideration of the covenants and undertakings contained herein, and forother good and valuable consideration, the sufficiency of which is hereby acknowledged, the Companyand Mr. Williams hereby agree as follows:     1. Payment by Company. In exchange for the provisions set forth, the Company shallpay Mr. Williams, within three (3) business days following the execution of this Agreement, theamount of three million dollars ($3,000,000). In addition, the Promissory Note is hereby cancelledcontemporaneously with the execution of this Agreement and Mr. Williams shall have no furtherobligation to the Company in connection with the Promissory Note.     2. Satisfaction of Obligations. Mr. Williams acknowledges and agrees that theforegoing consideration represents settlement in full of all outstanding obligations owed to Mr.Williams by the Company with respect to all compensation to which Mr. Williams may otherwise beentitled in connection with his employment with the Company and/or his service as a Member of theBoard, including, but not limited to, any rights under the Letter Agreement. Mr. Williams herebywaives, relinquishes and gives up all of his right, title and interest in or to all suchcompensation including his right, title and interest in or to the Shares and his right, titleand interest in or to the Options and the shares subject thereto (including under theapplicable
 

 
option agreement(s) and the Plan as it relates to the Options), and Mr. Williams herebyagrees that such Options are hereby cancelled and shall be deemed null and void and of no force oreffect.     IN WITNESS WHEREOF, the Company and Mr. Williams have caused this Agreement to be executedeffective as of the date first above written.      **VOUGHT AIRCRAFT INDUSTRIES, INC.**