Employment Letter Agreement



 

 
 March 13, 2000 
 Roger A.
Cooke 
 1910 S. W. Myrtle St. 
 Portland, OR 97201 
 Dear Roger: 
 It is my pleasure to extend an offer of employment to you to
join Precision Castparts Corp. (PCC) as our Vice President—Regulatory and Legal Affairs, based in Portland, Oregon. In this capacity, you will serve as an officer of the corporation and report directly to me. Your appointment as a Corporate
officer will be submitted to the Board of Directors for approval at the regular meeting scheduled for May 17, 2000. The primary duties and responsibilities are as we discussed. Listed below are details of the offer: 
 COMPENSATION 
 Your initial base
salary will be $22,666.67 per month. Future adjustments to your base salary will be reviewed annually in January of each year. You will be eligible to participate in the Company’s corporate bonus program with a targeted payout of 75% of your
base compensation. 
 STOCK OPTIONS 
 In your new position with the Company, you are eligible for annual stock option grants in accordance with the Company’s 1994 Stock Incentive Plan. Your initial grant will be 40,000 shares. The grant price of
these shares will be the closing price on the NYSE as of the first day of employment. Future option grants are approved annually by the Board of Directors at the November Board meeting. 
 BENEFITS 
 You are eligible to participate in PCC’s standard medical and
disability programs. You are also eligible to participate in the Company’s retirement plan, executive deferred compensation plan, supplemental executive life insurance plan, 401(k) program (with Company match) and employee stock purchase plan
in accordance with the terms of those plans. In addition, you will be eligible for retirement benefits under a modified form of the Company’s Supplemental Executive Retirement Plan (SERP)—Level One. The modified plan would provide a target
percentage of 30% after five years of service (versus 10 years under the current plan) and would continue to accrue benefits at a uniform rare until a 








 Roger A. Cooke 
 March 13, 2000 
 Page 2 of 2 
  
 
target percentage of 39.5% is attained at age 65, which is the same target that would be attained under the current plan. Accruals after age 65 would
continue at the same rate expressed in the current plan. A copy of the current plan and the actuarial analysis for the enhanced SERP benefit is attached for your review. 
 You will be eligible each year for four weeks vacation, 10 holidays and 12 days for sick leave/personal time off. You will also be eligible for company-paid personal financial planning and tax return preparation, and
severance benefits under a Change of Control Agreement provided to key employees of the Company. 
 OTHER

 It is understood that your employment with PCC is on an “at will” basis. This means that there is not a guarantee of employment for any
specific length of time and both you and/or PCC have the right to terminate the employment relationship at any time. 
 Roger, we are confident that PCC can
offer you the challenges you are seeking. On behalf of Bill Larsson and myself, we are excited at the opportunity of you joining the Company as soon as possible. Also, as we previously discussed, I would be delighted if you could attend our FY2001
budget reviews the week of March 27. A copy of the schedule is attached. 
 Sincerely, 
  

	
	 /s/ William C. McCormick

	William C. McCormick
	Chairman and Chief Executive Officer

  

									
	Accepted:	  	 /s/ Roger A. Cooke
	  	March 20, 2000	  		  	
		  	Roger A. Cooke	  	Date	  		  	

 Attachment 







 Precision Castparts Corp. 
 Supplemental Executive Retirement Plan 
 Benefit Projection Analysis

  

														
	 Date
	  	Age	  	Estimated
Final Average Pay	  	Target
Percentage	 	 	Front-End
Target	  	Estimated
Vested
SERP at 65	  	Estimated
Retirement
Benefit
Payable
Immediately
	 04/01/00
	  	51.81	  		  	0.0	%	 	0.00	  	0	  	0
	 04/01/01
	  	52.80	  	476,000	  	6.00	%	 	28,560	  	0	  	0
	 04/01/02
	  	53.80	  	487,900	  	12.00	%	 	58,548	  	0	  	0
	 04/01/03
	  	54.80	  	500,197	  	18.00	%	 	90,035	  	0	  	0
	 04/01/04
	  	55.81	  	525,207	  	24.00	%	 	126,050	  	0	  	0
							
	 04/01/05
	  	56.80	  	551,467	  	30.00	%	 	165,440	  	122,243	  	62,135
	 04/01/06
	  	57.80	  	579,040	  	31.16	%	 	180,448	  	132,073	  	75,051
	 04/01/07
	  	58.80	  	607,992	  	32.33	%	 	196,543	  	142,612	  	89,591
	 04/01/08
	  	59.81	  	638,392	  	33.49	%	 	213,796	  	154,342	  	106,239
	 04/01/09
	  	60.80	  	670,311	  	34.65	%	 	232,283	  	166,897	  	124,888
							
	 04/01/10
	  	61.80	  	703,827	  	35.82	%	 	252,085	  	180,546	  	145,927
	 04/01/11
	  	62.80	  	739,018	  	36.98	%	 	273,286	  	195,373	  	169,626
	 04/01/12
	  	63.81	  	775,969	  	38.14	%	 	295,977	  	211,471	  	196,316
	 04/01/13
	  	64.80	  	814,768	  	39.31	%	 	320,253	  	228,334	  	225,661
	 06/11/13
	  	65.00	  	814,768	  	39.50	%	 	321,833	  	228,734	  	228,725

 Actuarial Assumptions 
 Salary Scale: 5.00% 
 2000 Salary Rate: $272,000 
 Bonus
Percentage Rate: 75%