exv10w4



 






Exhibit 10.4




AGREEMENT




          This Agreement (this “Agreement”), effective as of November 8, 2005, is made by and between
Vought Aircraft Industries, Inc., a Delaware corporation (the “Company”), and William J. McMillan
(“Mr. McMillan”).




          WHEREAS, Mr. McMillan has been a Member of the Board of Directors of the Company (the
“Board”);




          WHEREAS, Mr. McMillan has resigned from his position as a Member of the Board, effective
September 1, 2005, and has assumed the position of Director Emeritus;




          WHEREAS, Mr. McMillan has been entitled to receive certain compensation from the Company in
connection 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 Restated
2001 Vought Aircraft Industries, Inc. Stock Option Plan (the “Plan”) and certain benefits under the
terms of a Letter Agreement, dated November 28, 2000, between Mr. McMillan and the Company (the
“Letter Agreement”);




          WHEREAS, in connection with his prior employment with the Company, Mr. McMillan had purchased
certain shares of common stock of the Company (the “Shares”) and has also executed a Promissory
Note in connection with the purchase of certain of those Shares (the “Promissory Note”); and




          WHEREAS, the Company and Mr. McMillan mutually desire to settle and forever resolve any and
all obligations that may exist regarding compensation payable to Mr. McMillan as a result of his
employment 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 for
other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Company
and Mr. McMillan hereby agree as follows:




          1. Payment by Company. In exchange for the provisions set forth, the Company shall
pay Mr. McMillan: (a) the amount of five hundred thousand dollars ($500,000) payable within three
(3) business days following the execution of this Agreement, and (b) an additional amount of one
million eight hundred ten thousand dollars ($1,810,000) payable on March 1, 2006. In addition, the
Promissory Note is hereby cancelled contemporaneously with the execution of this Agreement and Mr.
McMillan shall have no further obligation to the Company in connection with the Promissory Note.




          2. Satisfaction of Obligations. Mr. McMillan acknowledges and agrees that the
foregoing consideration represents settlement in full of all outstanding obligations owed to Mr.
McMillan by the Company with respect to all compensation to which Mr. McMillan may otherwise be
entitled in connection with his employment with the Company and/or his service as a Member of the
Board, including, but not limited to, any rights under the Letter Agreement.




 









 








          Mr. McMillan hereby waives, relinquishes and gives up all of his right, title and interest in
or to all such compensation including his right, title and interest in or to the Shares and his
right, title and interest in or to the Options and the shares subject thereto (including under the
applicable option agreement(s) and the Plan as it relates to the Options), and Mr. McMillan hereby
agrees that such Options are hereby cancelled and shall be deemed null and void and of no force or
effect.




          3. Resignation as Director Emeritus. Mr. McMillan shall resign from his position as
Director Emeritus effective December 31, 2005.




          IN WITNESS WHEREOF, the Company and Mr. McMillan have caused this Agreement to be executed
effective as of the date first above written.




	 	 	 	 	 
	 	 	VOUGHT AIRCRAFT INDUSTRIES, INC.


	 

	 	By:  	 	/s/ Tom D. Risley
	 

	 	 	 	 
	 

	 	Name:
	 	Tom D. Risley
	 

	 	Title:
	 	Chairman, President &

Chief Executive Officer



	 	 	DIRECTOR


	 	 	/s/ William J. McMillan
	 	 	 
	 	 	William J. McMillan