THE
COMPANY OR THE AFFILIATED COMPANIES, AND THEIR RESPECTIVE BUSINESSES, WHICH
INFORMATION, KNOWLEDGE OR DATA SHALL HAVE BEEN OBTAINED BY THE EXECUTIVE DURING
THE EXECUTIVE'S EMPLOYMENT BY THE COMPANY OR THE AFFILIATED COMPANIES AND WHICH
INFORMATION, KNOWLEDGE OR DATA SHALL NOT BE OR BECOME PUBLIC KNOWLEDGE (OTHER
THAN BY ACTS BY THE EXECUTIVE OR REPRESENTATIVES OF THE EXECUTIVE IN VIOLATION
OF THIS AGREEMENT).
AFTER TERMINATION OF THE EXECUTIVE'S EMPLOYMENT WITH THE
COMPANY, THE EXECUTIVE SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE
COMPANY OR AS MAY OTHERWISE BE REQUIRED BY LAW OR LEGAL PROCESS, COMMUNICATE OR
DIVULGE ANY SUCH INFORMATION, KNOWLEDGE OR DATA TO ANYONE OTHER THAN THE COMPANY
AND THOSE PERSONS DESIGNATED BY THE COMPANY.
IN NO EVENT SHALL AN ASSERTED
VIOLATION OF THE PROVISIONS OF THIS SECTION 9 CONSTITUTE A BASIS FOR DEFERRING
OR WITHHOLDING ANY AMOUNTS OTHERWISE PAYABLE TO THE EXECUTIVE UNDER THIS
AGREEMENT.
SECTION 10.
SUCCESSORS.
(A)
THIS AGREEMENT
IS PERSONAL TO THE EXECUTIVE, AND, WITHOUT THE PRIOR WRITTEN CONSENT OF THE
COMPANY, SHALL NOT BE ASSIGNABLE BY THE EXECUTIVE OTHER THAN BY WILL OR THE LAWS
OF DESCENT AND DISTRIBUTION.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND
BE ENFORCEABLE BY THE EXECUTIVE'S LEGAL REPRESENTATIVES.
(B)
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF
AND BE BINDING UPON THE COMPANY AND ITS SUCCESSORS AND ASSIGNS.
EXCEPT AS
PROVIDED IN SECTION 10(C), WITHOUT THE PRIOR WRITTEN CONSENT OF THE EXECUTIVE
THIS AGREEMENT SHALL NOT BE ASSIGNABLE BY THE COMPANY.
(C)
THE COMPANY WILL REQUIRE ANY SUCCESSOR
(WHETHER DIRECT OR INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE) TO
ALL OR SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF THE COMPANY TO ASSUME
EXPRESSLY AND AGREE TO PERFORM THIS AGREEMENT IN THE SAME
15
MANNER AND TO THE SAME EXTENT THAT THE COMPANY WOULD BE REQUIRED TO PERFORM IT
IF NO SUCH SUCCESSION HAD TAKEN PLACE.
"COMPANY" MEANS THE COMPANY AS
HEREINBEFORE DEFINED AND ANY SUCCESSOR TO ITS BUSINESS AND/OR ASSETS AS
AFORESAID THAT ASSUMES AND AGREES TO PERFORM THIS AGREEMENT BY OPERATION OF LAW
OR OTHERWISE.
SECTION 11.
MISCELLANEOUS.
(A)
THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS.
THE
CAPTIONS OF THIS AGREEMENT ARE NOT PART OF THE PROVISIONS HEREOF AND SHALL HAVE
NO FORCE OR EFFECT.
THIS AGREEMENT MAY NOT BE AMENDED OR MODIFIED OTHER THAN BY
A WRITTEN AGREEMENT EXECUTED BY THE PARTIES HERETO OR THEIR RESPECTIVE
SUCCESSORS AND LEGAL REPRESENTATIVES.
(B)
ALL NOTICES AND OTHER COMMUNICATIONS
HEREUNDER SHALL BE IN WRITING AND SHALL BE GIVEN BY 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