exv10w1



 





Exhibit 10.1




EMPLOYMENT AGREEMENT



This Employment Agreement (including Attachments A & B) (the “2004 Employment
Agreement”) which is dated as of this 3rd day of June 2004, (the “Effective
Date”) by and between General Dynamics Corporation (the “Corporation”) and
Nicholas D. Chabraja, (a “Party” or collectively the “Parties”).




Recitals



WHEREAS, Mr. Chabraja is currently the Corporation’s Chief Executive Officer
and the Chairman of its Board of Directors (the “Board”) and has been since
June 1, 1997; and



WHEREAS, the Corporation entered into an Employment Agreement with Mr. Chabraja
on August 7, 2002, providing for his employment through December 31, 2005; and



WHEREAS, the Board, on behalf of the Corporation’s shareholders, in recognition
of Mr. Chabraja’s continued exceptional performance and superb leadership,
strongly desires to extend Mr. Chabraja’s tenure as its Chairman and Chief
Executive Officer through April 30, 2008; and



WHEREAS, Mr. Chabraja agrees to continue his employment in only this capacity.




Terms & Conditions



NOW THEREFORE, the Parties agree as follows:





	1.	 	Position and Term. The Corporation desires that Mr. Chabraja
continue his employment as Chairman and Chief Executive Officer, and Mr.
Chabraja agrees to continue his employment, from the Effective Date
through April 30, 2008.
	 
	2.	 	Annual Salary. Mr. Chabraja will continue to receive an annual
salary of not less than his current annual salary. During this Agreement,
the Compensation Committee of the Board may from time to time increase Mr.
Chabraja’s annual salary as it, in its sole discretion, deems appropriate.
	 
	3.	 	Incentive Compensation. Mr. Chabraja will continue to be eligible
for annual bonuses and incentive compensation awards. In making this
determination, the Compensation Committee of the Board will annually
review the Corporation’s actual performance as compared to its strategic
and operational plans. The Compensation Committee of the Board will also
consider Mr. Chabraja’s total compensation in relationship to the
performance pay levels of other chief executive officers of industrial
concerns and in the aerospace and defense industry.
	 
	4.	 	Other Benefits and Perquisites. Mr. Chabraja will be eligible for
all other benefits and perquisites the Corporation provides to its senior
executive officers. These benefits include participation in the
Corporation’s qualified and non-qualified retirement plans, the
Corporation’s qualified and non-qualified 401(k) Savings and Stock
Incentive plans, and group health, life and disability coverage.
Additionally, Mr. Chabraja will continue to have use of the Corporation’s
aircraft, consistent in all cases with the Corporation’s Board resolutions
and the Corporation’s policies regarding the use of aircraft.




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	5.	 	Termination of Employment between the Effective Date and April 30,
2008.






	a.	 	If Mr. Chabraja’s employment ends prior to April 30, 2008, by
reason of his Voluntary Resignation or death, the Corporation agrees
to provide him the following amounts and benefits:






	i.	 	The Corporation will pay Mr. Chabraja or his
designated beneficiary, as the case may be, his annual salary
earned through his last day of Active Employment (including
unused vacation and personal days); and
	 
	ii.	 	The Corporation will pay Mr. Chabraja or his
designated beneficiary, as the case may be, a pro rated
payment equal to his immediately prior year’s annual bonus or
100% of the current year’s target bonus, whichever is greater.
The pro-ration of such amount will be from the first day of
the year in which he voluntarily resigns or dies through his
last day of Active Employment (i.e., not including any period
attributable to the payment of unused vacation and/or personal
days). Any such payments to Mr. Chabraja, or his designated
beneficiary, as the case may be, will be made at the same time
and manner as the Corporation makes similar payments to its
other senior executive officers.
	 
	iii.	 	The Corporation will provide Mr. Chabraja (or his
survivors, as appropriate) with the benefits enumerated in
Section 6 (c) through (h) listed below.






	b.	 	Termination due to Disability, by the Corporation Without
Cause or as a Result of or Breach by the Corporation of Its
Obligations. In the event Mr. Chabraja’s employment is
terminated: (i) due to his Disability; (ii) by the Corporation,
without cause, or (iii) by Mr. Chabraja due to the Corporation’s
breach of its obligations hereunder and its failure to cure such
breach within thirty (30) days of written notice thereof, the
Corporation agrees to provide Mr. Chabraja the following:






	i.	 	The Corporation will continue to pay Mr. Chabraja
an amount equal to the annual salary he is earning at the time
of his termination for the remaining term of this Agreement;
and
	 
	ii.	 	The Corporation will continue to pay Mr. Chabraja
an amount equal to the annual bonus and incentive compensation
he would have earned had he continued his employment for the
remaining term of this Agreement. Such amounts must be the
greater of his prior year’s annual bonus or 100% of the
current year’s target bonus. Payments to Mr. Chabraja will be
made at the same time and manner as the Corporation makes
similar payments to its other senior executive officers; and
	 
	iii.	 	The Corporation will provide Mr. Chabraja with
the benefits enumerated in Section 6 (c) through (h) listed
below.






	c.	 	Termination due to a Change in Control. In the event
that Mr. Chabraja’s employment is terminated (either in fact or
constructively) as a result of a “Change in Control”, the
Corporation agrees that Mr. Chabraja will be treated




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	 	 	for purposes of this Agreement as having terminated employment
“Without Cause” under Section 5 (b) above. Where the Severance
Protection Agreement between the Corporation and Mr. Chabraja dated
April 12, 1999, as may be hereafter amended from time to time, and
this Agreement provide for payment covering the same benefit, the
Corporation will provide Mr. Chabraja with the benefit most
favorable to him, otherwise, Mr. Chabraja is entitled to retain the
benefits under both agreements.






	d.	 	Termination “For Cause”. In the event Mr. Chabraja’s
employment by the Corporation is terminated “For Cause”, in full
satisfaction of its obligations hereunder, the Corporation will:






	i.	 	pay Mr. Chabraja his annual salary earned through
his last day of Active Employment (including unused vacation
and personal days);
	 
	ii.	 	provide to Mr. Chabraja the retirement benefits
enumerated in Attachment A, the 2002 Retirement Benefits
Agreement; and
	 
	iii.	 	provide to Mr. Chabraja such other benefits as
are required by law.






	6.	 	Expiration on or after April 30, 2008. If Mr. Chabraja maintains
his Active Employment through April 30, 2008, the Corporation, at its sole
expense, will:






	a.	 	pay Mr. Chabraja any remaining earned but unpaid annual
salary (including any earned but unpaid vacation and/or personal
days); and
	 
	b.	 	pay Mr. Chabraja a prorated bonus for the 2008 calendar year
in an amount not less than two thirds (2/3) of Mr. Chabraja’s 2007
bonus, which shall be paid to Mr. Chabraja’s on or before his last
day of Active Employment (including any earned but unpaid vacation
and/or personal days). In addition, any equity award Mr. Chabraja
receives for the 2007 calendar year shall not be prorated as may
otherwise be required under the Corporation’s Executive
Compensation program, as amended; and
	 
	c.	 	direct a buy-out of Mr. Chabraja’s residence located in
McLean, Virginia, in an amount which is equal to the greater of:






	i.	 	the residence’s appraised value on or about April
1, 2008, or
	 
	ii.	 	the residence’s original cost, plus all
subsequent improvements Mr. Chabraja made, as defined in the
Corporation’s Relocation Policy; and






	d.	 	reimburse Mr. Chabraja for the cost of transporting and
storing (up to six (6) months) his household furnishings and
personal effects from McLean, Virginia to anywhere in the 48
contiguous United States of America; and
	 
	e.	 	secure at its sole expense executive office space in the
Chicago, Illinois area with administrative support for a period of
not less than two (2) years; and
	 
	f.	 	provide Mr. Chabraja and his then eligible dependents with
continued participation in the Corporation’s medical plans at then
active employee cost for up to six (6) months, following which, Mr.
Chabraja will be eligible to elect continued coverage under the
Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), as
amended, by paying the full cost; and




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	g.	 	provide to Mr. Chabraja the retirement benefits enumerated in
Attachment A, the 2004 Retirement Benefits Agreement; and
	 
	h.	 	provide Mr. Chabraja with usage of a corporate provided
aircraft as stated in Attachment B, the Aircraft Usage Agreement.






	7.	 	Definitions. For purposes of this Agreement, the terms below will
have the following definitions:






	a.	 	“Active Employment” means a period of employment during which
services are required to be performed. The continued payment of
amounts in lieu of annual salary, annual bonuses, unused vacation,
unused personal days will not be considered a period of Active
Employment.
	 
	b.	 	“Change in Control” means a change in control as defined in
Section 1 of the Severance Protection Agreement, as amended, dated
April 12, 1999, between the Corporation and Mr. Chabraja as such
agreement may be amended from time to time.
	 
	c.	 	“For Cause” means the termination of Mr. Chabraja’s
employment as a direct result of any of the following acts: (i) the
commission of a felony or a crime involving dishonesty or fraud
which materially and adversely affects the Corporation or any of its
affiliates, (ii) a material violation of the Corporation’s standards
of business ethics and conduct, or (iii) individually filing or
participating in a lawsuit against the Corporation during Active
Employment with the Corporation.
	 
	d.	 	“Disability” means if, as a direct result of an illness or
injury, Mr. Chabraja is unable, in the sole opinion of the
Compensation Committee of the Corporation’s Board of Directors, to
adequately perform the tasks of his position for the entire balance
of his Employment Agreement.
	 
	e.	 	“Voluntary Resignation” or “Voluntarily Resigns” means a
termination of Mr. Chabraja’s employment resulting from his decision
to cease performing services for the Corporation.






	8.	 	Tax Liability. Following Mr. Chabraja’s termination of employment
(for any reason other than a termination of employment “For Cause”), the
Corporation will provide Mr. Chabraja with one (1) round of federal and
state tax gross ups (determined using the top marginal rate and tax rates
for federal and applicable state taxes) for amounts imputed to Mr.
Chabraja pursuant to this Agreement (but specifically excluding annual
salary, bonuses, equity awards and amounts paid pursuant to Attachment A).
Any tax gross up will be included in Mr. Chabraja’s taxable income and
included in the Corporation’s tax reporting consistent with its policies
and procedures for other executives.
	 
	9.	 	Miscellaneous. This Agreement will be construed and enforced in
accordance with the laws of the State of Delaware. Notwithstanding
anything in this Agreement or the Corporation’s policies to the contrary,
unless both Parties agree in writing, all issues, disputes, controversies
and/or enforcement actions by and between the Parties hereto (whether such
issue is ‘at law’ or ‘in equity’) shall be resolved solely by an action
brought in a court of competent jurisdiction in the State of Delaware




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	 	 	and, for that purpose, the Parties hereby submit to the jurisdiction of
the State of Delaware.
	 
	10.	 	Notice. Any notice required under this Agreement (or an
Attachment hereto) will be made in writing addressed to the Corporation in
care of the Senior Vice President, Human Resources (with a copy to the
Senior Vice President and General Counsel) at the Corporation’s
headquarters and to Mr. Chabraja at his home address as noted in the
Corporation’s employee records.
	 
	11.	 	Termination. Mr. Chabraja shall have the right to terminate this
Agreement upon thirty (30) days prior written notice to the Corporation.
Subject to its obligations hereunder, the Corporation shall have the right
to terminate this Agreement upon thirty (30) days prior written notice to
Mr. Chabraja; provided, however, unless Mr. Chabraja waives the effect of
such termination in writing, the Corporation’s termination of this
Agreement (either actual or constructive) shall constitute an immediate
termination of the employment relationship and the Corporation’s
obligations hereunder shall become immediately due and owing without a
right to cure. The Corporation’s obligations hereunder shall survive the
expiration, or earlier termination, of this Agreement
	 
	12.	 	Effect of Prior Agreements. With Mr. Chabraja’s Active Employment
on and after the Effective Date stated above, this Agreement (including
its Attachments) will become effective and his prior employment agreement
(including all attachments thereto) is superseded; provided, however, this
Agreement does not supersede the Severance Protection Agreement between
Mr. Chabraja and the Corporation.
	 
	13.	 	Severability. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be
invalid, illegal or unenforceable in any respect under applicable law or
rule in any jurisdiction, such invalidity, illegality or unenforceability
will not affect the validity, legality or enforceability of any other
provision of this Agreement or the validity, legality or enforceability of
such provision in any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
	 
	14.	 	Amendment and Waiver. The provisions of this Agreement may be
amended or waived only by the written agreement of the Corporation and Mr.
Chabraja, and no course of conduct or failure or delay in enforcing the
provisions of this Agreement will affect the validity, binding effect or
enforceability of this Agreement.
	 
	15.	 	Counterparts. This Agreement may be executed in counterparts;
each of which will be deemed to be an original and both of which together
will constitute one and the same instrument.
	 
	16.	 	Right to Assign. This Agreement is not assignable without the
written consent of each Party.
	 
	17.	 	Successorship. This Agreement will inure to the benefit of Mr.
Chabraja’s estate.





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IN WITNESS WHEREOF, pursuant to the authority granted by the Corporation’s
Board of Directors to the Corporation’s Senior Vice President — Human Resources
& Administration, the Corporation has caused this Employment Agreement to be
executed on behalf of itself and caused the Corporation’s seal to be hereunto
affixed and attested to by the Secretary of the Corporation. In like manner,
the Executive has executed this Agreement on his behalf. This Agreement is
effective as of the first date stated above.




	 	 	 	 	 
	ATTEST:

	 	 	 	GENERAL DYNAMICS CORPORATION
	 
	 	 	 	 
	/s/ DAVID A. SAVNER
	 	By:	 	/s/ WALTER M. OLIVER
	
 

	 	 	 	
 
	

	 	 	 	Senior Vice President — Human Resources & Administration
	 
	 	 	 	 
	ATTEST:

	 	 	 	NICHOLAS D. CHABRAJA
	 
	 	 	 	 
	/s/ DAVID A. SAVNER


	 	 	 	/s/ NICHOLAS D. CHABRAJA









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Attachment A — 2004 Retirement Agreement



WHEREAS, General Dynamics Corporation, a Delaware corporation (the
“Corporation”), and Nicholas D. Chabraja (the “Executive”) (collectively the
“Parties”) entered into an extension of Mr. Chabraja’s Employment Agreement
(the “2004 Employment Agreement”); and



WHEREAS, the Corporation, as part of the 2004 Employment Agreement, has agreed
to pay certain additional supplemental retirement benefits as provided herein.



NOW, THEREFORE, in consideration for Mr. Chabraja’s entering into the 2004
Employment Agreement, the Parties agree to the following terms and conditions
(hereinafter the “2004 Retirement Agreement”) which is incorporated by
reference into Mr. Chabraja’s Employment Agreement as follows:





	1.	 	Agreement Benefit. The Corporation agrees to pay Mr. Chabraja a
monthly single-life benefit at retirement equal to a percentage of his
“Average Monthly Salary”, as defined below. This percentage is thirty
percent (30.0%) as of April 30, 2004, and increases by one-half percentage
point (0.50%) for each completed calendar month of Active Employment
thereafter (such that by April 30, 2008, the percentage will be fifty-four
percent (54.0%)). For purposes of this Attachment A, “Average Monthly
Salary” shall equal the average determined by (i) summing the total of Mr.
Chabraja’s highest aggregate monthly salary and cash executive
compensation bonuses (excluding equity awards) paid during a consecutive
sixty (60) month period within Mr. Chabraja’s last one hundred and twenty
months (120) of Active Employment and (ii) dividing it by sixty (60).
	 
	2.	 	Payment of Benefits.






	 	a.	 	If, after the Effective Date of this Agreement, Mr. Chabraja
(a) Voluntarily Resigns, (b) retires, or (c) is terminated “For
Cause,” he will be entitled to receive the benefit he earned under
Section 1 through the end of the month in which such separation or
retirement occurs. Mr. Chabraja will begin receiving his benefit
under this subparagraph as of the first day of the month following
his separation or retirement.
	 
	 	b.	 	If Mr. Chabraja’s employment with the Corporation terminates
at any time on or after the Effective Date of his 2004 Employment
Agreement, but prior to April 30, 2008, due to (a) his “Disability,”
(b) termination “Without Cause,” or (c) a “Change in Control”, Mr.
Chabraja will be entitled to receive the benefit under Section 1
above as if Mr. Chabraja had maintained his Active Employment and
pensionable earnings through April 30, 2008. Mr. Chabraja will
begin receiving his benefit under this subparagraph as of May 1,
2008.






	3.	 	Survivor Benefit in the Case of Death Prior to Benefit
Commencement. If Mr. Chabraja dies during the term of this 2004
Retirement Agreement, but prior to separating from employment and does not
leave a surviving spouse, no benefit will be paid under this Agreement.
If Mr. Chabraja dies during the term of this 2004 Retirement Agreement,
but prior to separating from employment and leaves a surviving spouse, his
surviving spouse will receive a 50% Contingent Annuitant benefit with a
10-Year Certain feature based on the retirement benefit Mr. Chabraja will
have earned as of his date of death. In the event that Mrs. Chabraja dies
prior to the 10th anniversary of Mr. Chabraja’s death, payments will
continue to Mrs. Chabraja’s designated beneficiary or estate. Payment
will commence on the first day of the month following Mr. Chabraja’s
death.



  
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	4.	 	Form of Payment. All retirement benefits payable pursuant to this
2004 Retirement Agreement will be paid in such form and at such time as
Mr. Chabraja’s elects under the Retirement Program. The Corporation may,
in its sole discretion, accelerate the payment of some or all of the
benefits under this 2004 Retirement Agreement in a form of actuarial
equivalent value. In addition to all of forms of payment under the
Retirement Program, Mr. Chabraja may elect a 100% Contingent Annuitant
option with a 10-Year Certain feature.
	 
	5.	 	No Assignment. No benefit under this 2004 Retirement Agreement
will be subjected in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge, and any attempt so to
anticipate, alienate, sell, transfer, assign, pledge, encumber or charge
the same will be void, and no such benefit will in any manner be liable
for or subject to the debts, liabilities, engagements or torts of the
person entitled to such benefit, except as specifically provided in the
Retirement Program or pursuant to a Qualified Domestic Relations Order as
described in Code Section 414(p).
	 
	6.	 	Payment from General Assets.






	 	a.	 	To the extent a benefit under this 2004 Retirement Agreement
is not otherwise payable from a Retirement Program (or unless
otherwise determined by the Corporation), all benefits payable to
Mr. Chabraja hereunder will be paid by the Corporation from its
general assets. The Corporation will not be obliged to acquire,
designate or set aside any specific assets for payment of the
Supplement. Further, Mr. Chabraja will have no claim whatsoever to
any specific assets or group assets of the Corporation.
	 
	 	b.	 	The Corporation may, in its discretion, designate that the
some or all the benefits payable hereunder will be satisfied from
the assets of a trust, fund, or other segregated group of assets.
But, should these assets prove to be insufficient to satisfy payment
of such benefits or other post-retirement benefits, the Corporation
will remain liable for payment thereof.






	7.	 	Prior Agreement. The 2002 Retirement Agreement is superceded.
	 
	8.	 	Plan Administration. The Board of Directors hereby delegates to
the Senior Vice President, Human Resources and Administration (or his
authorized designee) the power to interpret this Agreement in his sole
discretion and such interpretations will be binding on the Corporation and
Mr. Chabraja. The Retirement Programs actuary will determine all values
and payments required under this 2004 Retirement Agreement based on the
actuarial assumptions used under the Corporation’s Retirement Program.
	 
	9.	 	Income Taxes. Mr. Chabraja and the Corporation agree that all
payments made pursuant to this 2004 Retirement Agreement will be treated
as “wages” for federal and state income tax and employment tax purposes
(including FICA) at such time and in such manner as prescribed by law.
Each Party to this 2004 Retirement Agreement is responsible for the
payment of its own taxes.
	 
	10.	 	Incorporation by Reference. This 2004 Retirement Agreement is be
incorporated by reference into Mr. Chabraja’s Employment Agreement with
the Corporation. The defined terms in this 2004 Retirement Agreement will
have the same meaning provided in Mr. Chabraja’s 2004 Employment
Agreement.




  
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Attachment B — Aircraft Usage Agreement





	1.	 	Flight Hours Earned. As of the Effective Date of this Agreement,
Mr. Chabraja has earned and shall retain the right to two-hundred and
fifty (250) Flight Hours (the “Prior Agreement Flight Hours”) on an
aircraft provided by the Corporation. In addition, on and after the
Effective Date of this Agreement, Mr. Chabraja will earn an additional
fourteen (14.0) Flight Hours for each full month of service under his
Active Employment with the Corporation; provided however, the sum total of
his Prior Agreement Flight Hours and the Flight Hours earned under this
Agreement shall not exceed Five Hundred (500).






	 	a.	 	Termination “For Cause”. Notwithstanding anything in
this Attachment B or Mr. Chabraja’s Employment Agreement to the
contrary, if Mr. Chabraja’s employment with the Corporation is
terminated “For Cause” (as defined in his Employment Agreement) all
Flight Hours will be forfeited.
	 
	 	b.	 	Termination “Without Cause”, Change in Control or
“Disability”. Notwithstanding anything in this Attachment B or
Mr. Chabraja’s Employment Agreement to the contrary, if Mr.
Chabraja’s employment with the Corporation is terminated “Without
Cause”, due to a “Change in Control”, or as a result of a
“Disability”, Mr. Chabraja will be entitled to Five Hundred (500)
Flight Hours regardless of his length of employment.






	2.	 	Acceptable Aircraft. The Corporation will make available to Mr.
Chabraja a large cabin aircraft or larger (e.g., a Gulfstream 350) along
with fuel, trained personnel and basic snack and beverage service. Mr.
Chabraja will be responsible for all food and beverage costs in excess of
basic snack and beverage service.
	 
	3.	 	Right to Use Aircraft. Mr. Chabraja’s right to use the
Corporation’s aircraft is personal in nature and will not inure to the
benefit of his surviving spouse or estate following his death. All of Mr.
Chabraja’s rights under this Attachment B expire upon the earlier to occur
of:






	 	a.	 	his death;
	 
	 	b.	 	one hundred and twenty (120) months after his last day of
Active Employment; or
	 
	 	c.	 	the exhaustion of all his Flight Hours, including any
carryover.






	4.	 	Usage of Flight Hours.






	 	a.	 	annual Limit. Following Mr. Chabraja’s termination of
employment (other than “For Cause”) entitled to any amount of Flight
Hours, Mr. Chabraja may use up to one hundred (100) Flight Hours in
any calendar year. If Mr. Chabraja separates employment in the
middle of a calendar year, the one hundred (100) Credited Flight
Hour maximum will be prorated by the number of completed calendar
months remaining in that year.
	 
	 	b.	 	Carryover of Unused Flight Hours. Subject to
paragraph 3 immediately above, if, for any reason Mr. Chabraja does
not use his entire allotment of Flight Hours within any calendar
year, the unused number of Flight Hours will be carried over to the
subsequent calendar year (subject to an overall maximum usage of one
hundred (100) Flight Hours in any calendar year).




  
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	5.	 	Protocol for Aircraft Usage.






	 	a.	 	In order to obtain the use of a Corporation aircraft, Mr.
Chabraja must request the use of such aircraft at least 24 hours
prior to the requested flight departure for flights that will depart
and arrive within the 48 contiguous United States of America and at
least 48 hours prior to the requested flight departure for all other
flights. Such request must be made to an agreed upon contact at the
Corporation and must specify the requested departure and arrival
locations and the amount of people in the flight party.






	 	i.	 	The Corporation will supply Mr. Chabraja with an
aircraft based upon Corporation aircraft availability. The
size of Mr. Chabraja’s flight party will be limited by
aircraft size and availability.
	 
	 	ii.	 	If a corporate aircraft is available, it will
pick up Mr. Chabraja and his flight party at the nearest
suitable location for that aircraft. The flights will include
the particular aircraft’s basic flight service.





6. Usage of Flight Hours.





	 	a.	 	Mr. Chabraja will be charged against his bank of Flight Hours
for each hour or fraction of an hour Mr. Chabraja’s requested
aircraft is airborne.






	 	i.	 	Aircraft flight time to arrive at a requested
pick-up location within the 48 contiguous United States of
America will not count against Mr. Chabraja’s Flight Hours.
Aircraft flight time (including any “dead heading” time) to
all other pick up locations will count towards the total
number of Flight Hours Mr. Chabraja’s has earned under this
Agreement.





  
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