HAND DELIVERY TO THE OTHER
PARTY OR BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE
PREPAID, ADDRESSED AS FOLLOWS:
if to the Executive:
At the most recent address on file at the Company.
if to the Company:
Triumph Group, Inc.
1550 Liberty Ridge Drive
Suite 100
Wayne, Pennsylvania 19087
Attention: General Counsel
or to such other address as either party shall have furnished to the other in
writing in accordance herewith.
Notice and communications shall be effective
when actually received by the addressee.
(C)
THE INVALIDITY OR UNENFORCEABILITY OF ANY
PROVISION OF THIS AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF
ANY OTHER PROVISION OF THIS AGREEMENT.
(D)
THE COMPANY MAY WITHHOLD FROM ANY AMOUNTS
PAYABLE UNDER THIS AGREEMENT SUCH UNITED STATES FEDERAL, STATE OR LOCAL OR
FOREIGN TAXES AS SHALL BE REQUIRED TO BE WITHHELD PURSUANT TO ANY APPLICABLE LAW
OR REGULATION.
(E)
THE EXECUTIVE'S OR THE COMPANY'S FAILURE TO
INSIST UPON STRICT COMPLIANCE WITH ANY PROVISION OF THIS AGREEMENT OR THE
FAILURE TO ASSERT ANY RIGHT THE EXECUTIVE OR THE COMPANY MAY HAVE HEREUNDER,
INCLUDING, WITHOUT LIMITATION, THE RIGHT OF THE EXECUTIVE TO TERMINATE
16
EMPLOYMENT FOR GOOD REASON PURSUANT TO SECTIONS 4(C)(1) THROUGH 4(C)(5), SHALL
NOT BE DEEMED TO BE A WAIVER OF SUCH PROVISION OR RIGHT OR ANY OTHER PROVISION
OR RIGHT OF THIS AGREEMENT.
(F)
THE EXECUTIVE AND THE COMPANY ACKNOWLEDGE
THAT, EXCEPT AS MAY OTHERWISE BE PROVIDED UNDER ANY OTHER WRITTEN AGREEMENT
BETWEEN THE EXECUTIVE AND THE COMPANY, THE EMPLOYMENT OF THE EXECUTIVE BY THE
COMPANY IS "AT WILL" AND, SUBJECT TO SECTION 1(A), PRIOR TO THE EFFECTIVE DATE,
THE EXECUTIVE'S EMPLOYMENT MAY BE TERMINATED BY EITHER THE EXECUTIVE OR THE
COMPANY AT ANY TIME PRIOR TO THE EFFECTIVE DATE, IN WHICH CASE THE EXECUTIVE
SHALL HAVE NO FURTHER RIGHTS UNDER THIS AGREEMENT.
FROM AND AFTER THE EFFECTIVE
DATE, EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THIS AGREEMENT SHALL SUPERSEDE ANY
OTHER AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF IN
EFFECT IMMEDIATELY PRIOR TO THE EXECUTION OF THIS AGREEMENT.
(G)
NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT
TO THE CONTRARY, IN THE EVENT OF AN ANTICIPATORY TERMINATION, ANY PAYMENTS THAT
ARE DEFERRED COMPENSATION WITHIN THE MEANING OF SECTION 409A OF THE CODE THAT
THE COMPANY SHALL BE REQUIRED TO PAY PURSUANT TO SECTION 5(A)(1) OF THIS
AGREEMENT SHALL BE PAID AS FOLLOWS: (I) IF SUCH CHANGE OF CONTROL IS A "CHANGE
IN CONTROL EVENT" WITHIN THE MEANING OF SECTION 409A OF THE CODE, (A) EXCEPT AS
PROVIDED IN CLAUSE (I)(B), ON THE DATE OF SUCH CHANGE OF CONTROL, OR (B) IF THE
EXECUTIVE IS A SPECIFIED EMPLOYEE AND THE DELAYED PAYMENT DATE IS LATER THAN THE
CHANGE OF CONTROL, ON THE DELAYED PAYMENT DATE, AND (II) IF SUCH CHANGE OF
CONTROL IS NOT A "CHANGE IN CONTROL EVENT" WITHIN THE MEANING OF SECTION 409A OF
THE CODE, (A) EXCEPT AS PROVIDED IN CLAUSE (II)(B), ON THE FIRST BUSINESS DAY
FOLLOWING THE FIRST ANNIVERSARY OF THE DATE OF SUCH ANTICIPATORY TERMINATION