exv10w1



 






Exhibit 10.1




August 19, 2005




 




Robert P. Dowski

8805 Mary Mead Court

Potomac, Maryland 20854




Dear Robert:




     On behalf of the Board of Directors (the “Board”) of The Allied Defense Group, Inc. (the
“Company”), I am very pleased to offer you the position of Chief Financial Officer of the Company.
This letter agreement clarifies and confirms the terms of your employment with the Company.



1. POSITIONS; START DATE




     As Chief Financial Officer of the Company, you shall have the duties and responsibilities
customarily associated with such position and such duties as may be assigned to you by the Chief
Executive Officer and/or the Executive Vice President of the Company. Your office will be at the
Company’s headquarters, located at 8000 Towers Crescent Drive, Suite 260, Vienna, Virginia 22182.
You agree not to actively engage in any other employment, occupation or consulting activity that
conflicts with the interests of the Company. Unless we mutually agree otherwise, you will commence
employment on August 22, 2005 (the “Start Date”).



2. SALARY




     Your salary will be $17,500.00 per month ($210,000.00 annualized), payable monthly in
accordance with the Company’s standard payroll practice and subject to applicable withholding
taxes. Because your position is exempt from overtime pay, your salary will compensate you for all
hours worked. Your salary will be reviewed and effective annually by the Board or its Compensation
Committee, and any adjustments will be effective as of the date determined by the Board or its
Compensation Committee.



3. BONUS




     In addition to your salary, commencing with respect to calendar year 2006 you will be eligible
to earn an annual bonus of up to 40% of your base salary if you meet or exceed certain performance
standards which will be mutually determined by you and the Chief Executive Officer and approved by
the Compensation Committee. The performance standards will be mutually determined and approved
prior to the beginning of each calendar year. You will be eligible for an annual bonus for any
calendar year only if you remain employed with the Company as of December 31 of such calendar year.
The bonus will be payable within ten (10) days of the public release by the Company of its
financial results for the relevant calendar year. The bonus will be payable, at your election, in
cash and/or shares of Company common stock.



 









 





For the August 22, 2005 — December 31, 2005 short period, you will be considered for a
discretionary bonus based on your performance during such period and the financial results of the
Company.



4. BENEFITS




     You will also be entitled, during the term of your employment, to such employee benefits as
the Company may offer from time to time, subject to applicable eligibility requirements.



5. STOCK OPTION




     As we discussed, our compensation structure is weighted towards equity ownership because we
believe we will create the most value for the Company and its shareholders over time by having
employees think and act like, and therefore be, owners. To this end, and subject to Compensation
Committee approval, you will be granted a five (5) year option to purchase 80,000 shares of Company
common stock, which will vest as to 20,000 shares on December 30, 2005 and at the rate of 15,000
shares on the first day of September of each of 2006, 2007, 2008 and 2009, provided you remain in
the employ of the Company on said dates. The options will provide for accelerated vesting upon a
Change of Control (as defined below). The strike price will be the fair market value per share of
such stock on the last trading day immediately preceding the Start Date. The options will be
incentive stock options to the extent permissible under the Internal Revenue Service code and
regulations. Your option will be documented by delivery to you of a stock option agreement. The
Board (or the Committee) will consider and may in its discretion issue future option grants to you
based on your performance, the Company’s operating results and other appropriate factors.



     For purposes hereof, the term “Change of Control” means:




(i) the acquisition (other than by the Company) by any person, entity or “group”
within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934
(the “Exchange Act”) (excluding, for this purpose, the Company or its subsidiaries
or any employee benefit plan of the Company or its subsidiaries which acquires
beneficial ownership of voting securities of the Company) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act), of 50% or
more of either the then outstanding shares of common stock or the combined voting
power of the Company’s then outstanding capital stock entitled to vote generally in
the election of directors; or




(ii) individuals who, as of the date hereof, constitute the Board (as of the date
hereof the “Incumbent Board”) cease for any reason to constitute at least a majority
of the Board, provided that any person becoming a director subsequent to the date
hereof whose election, or nomination for election by the Company’s shareholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such person were a member of the
Incumbent Board; or



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(iii) approval by the shareholders of the Company of (x) a reorganization, merger,
consolidation or share exchange, in each case, with respect to which persons who
were the shareholders of the Company immediately prior to such reorganization,
merger, consolidation or share exchange do not, immediately thereafter, own more
than 50% of the combined voting power entitled to vote generally in the election of
directors of the reorganized, merged, consolidated or other surviving company’s then
outstanding voting securities, (y) a liquidation or dissolution of the Company or
(iii) the sale of all or substantially all of the assets of the Company.



6. TERMINATION OF EMPLOYMENT




     Your employment may be terminated at any time by you or by the Company with or without Cause,
without prior written notice. This at-will employment relationship cannot be changed except in
writing signed by the Chief Executive Officer of the Company or the Chairman of the Compensation
Committee. The following matters will provide the Company with justification for termination of
your employment with “Cause”:



     (a) your conviction of any act by you of fraud or embezzlement;



     (b) your conviction of any felony involving an act of dishonesty, moral turpitude, deceit or
fraud;



     (c) your conviction of any act of dishonesty or misconduct (whether in connection with your
responsibilities as an employee of the Company or otherwise) that either materially impairs the
Company’s business, goodwill or reputation or materially compromises your ability to represent the
Company with the public; or



     (d) your material failure to perform your lawful duties to the Company after receiving written
notice from the Company describing such failure in reasonable detail.



7. PAYMENTS UPON TERMINATION OF EMPLOYMENT




     If you terminate your employment or if the Company terminates your employment with or without
Cause, the Company will pay you any accrued and unpaid compensation (subject to normal withholding
and other deductions) to the effective date of termination of your employment. In addition, if
your employment with the Company is terminated by the Company without Cause or if you terminate
your employment with the Company following (i) a material adverse alteration or diminution in the
nature or status of your authority, duties or responsibilities from those in effect immediately
prior to such change, (ii) a reduction in your title of Chief Financial Officer, or (iii) a
reduction in your base salary: (a) you will be entitled to receive Severance Pay (as herein
defined); (b) you will be entitled to receive Continuing Benefits (as herein defined); and (c) any
non-vested stock option which is scheduled to vest as of the next September 1 will vest as of the
date of the termination of your employment in an amount equal to the amount scheduled to vest as of
said September 1 multiplied by a fraction, the numerator of which shall be the number of days of
the then current September 1 — August 31 fiscal year up to



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and including the date of termination and the denominator of which will be 365. For purposes
hereof: “Severance Pay” means (i) payments equal to your base salary at the time of the termination
payable in monthly installments throughout the period ending twelve (12) months from the date of
employment termination; and (ii) an amount equal to the average annual bonus earned by you
(whether paid or deferred) for the three most recent annual periods or such shorter period if the
termination occurs before you have served for three annual periods (such amount shall be payable
within forty-five (45) days after the end of the applicable calendar year); and “Continuing
Benefits” means medical, dental, vision, long-term care, life and disability insurance coverage for
one (1) year following the termination at levels comparable to that provided immediately prior to
your termination (all at the cost of the Company except for any contributions paid by you prior to
the termination). Notwithstanding the foregoing, if such termination occurs within twelve (12)
months following a Change of Control, the Severance Pay shall be payable, at your election, either
in a lump sum within thirty (30) days of the date of employment termination or in periodic payments
over a period not to exceed three (3) years.



8. NON-COMPETITION




     For a one (1) year period from and after termination of your employment for any reason (except
if such termination occurs within twelve (12) months following a Change of Control), you shall not
engage, directly or indirectly, either on your own behalf or on behalf of any other person, firm,
corporation or other entity, in any business competitive with any business of the Company (or any
of its subsidiaries), in the geographic area or areas in which Company (or any of its subsidiaries)
is conducting business at the time of termination of your employment, or own more than 5% of any
such firm, corporation or other entity. Upon any violation of the foregoing sentence, you will
forfeit any remaining amounts payable to you hereunder in addition to any other remedies available
to the Company as a result of the violation.



9. CONFIDENTIALITY




     With your employment comes the responsibility that you will honor any confidentiality
agreements you have signed with other entities. If you have any confidential information or trade
secrets, written, or otherwise known by you, you agree not to bring them to the Company, and you
agree not to use them in any way. You attest that you have not signed a “non-competition”
agreement or any other agreement that would prohibit you from working here.



10. ADDITIONAL PROVISIONS




     The terms described in this letter agreement will be the terms of your employment, and this
letter supersedes any previous discussions or offers. Any additions or modifications of these
terms would have to be in writing and signed by you and the Chief Executive Officer of the Company
or the Chairman of the Compensation Commission.



     The validity, interpretation, construction and performance of this letter agreement shall be
governed by the laws of the State of Delaware (except their provisions governing the choice of
law).



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     If you agree that this letter agreement evidences our agreement concerning your employment
with the Company, please indicate so by signing both copies of this letter retaining one for your
files.



     We are very excited about you joining us. I look forward to a productive and mutually
beneficial working relationship. Please let me know if I can answer any questions for you about
any of the matters outlined in this letter agreement.



	 	 	 
	 

	 	Sincerely,
	 
	 	 
	 
	 	 
	 

	 	Monte L. Pickens, Executive Vice President

and Chief Operating Officer






ACCEPTANCE



I accept employment with The Allied Defense Group, Inc. under the terms set forth in this letter
agreement:



 



 









Robert P. Dowski





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