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Benefits Agreements

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Preview Full Doc	2002	Employee Benefits Agreement Employee Benefits Agreement (26K) Doc #235415: Click preview link for longer preview. EMPLOYEE BENEFITS AGREEMENT THIS EMPLOYEE BENEFITS AGREEMENT ("Agreement"), dated as of August 5,, 2002, is by and between THE TITAN CORPORATION ("TITAN") and SUREBEAM CORPORATION ("SUREBEAM"). WHEREAS, TITAN and SUREBEAM have entered into certain other agreements that will govern certain matters relating to the tax-free spin-off of SUREBEAM Class A Common Stock from TITAN (the Spin-off) and the distribution of the SUREBEAM stock to TITAN stockholders (Distribution), and the relationship of TITAN and SUREBEAM and their respective Subsidiaries following such Spin-Off and Distribution; and WHEREAS, prior to the Distribution, SUREBEAM has operated as a separate company with its own employees who have participated in TITAN health and welfare plans. WHEREAS, TITAN and SUREBEAM have agreed to enter into this Agreement allocating assets, liabilities and responsibilities with respect to certain employee compensation and benefit plans and programs between them. NOW, THEREFORE, the parties, intending to be legally bound, agree as follows: DEFINITIONS For purposes of this Agreement the following terms shall have the following meanings: Affiliate means with respect to any other Person, a Person that controls, is controlled by, or is under common control with, such other Person. Close Of The Distribution Date means 11:59:59 P.M., Pacific Standard Time or Pacific Daylight Time (whichever shall then be in effect), on the Distribution Date. COBRA means the continuation coverage requirements for "group health plans" under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Code Section 4980B and ERISA Sections 601 through 608. Code means the Internal Revenue Code of 1986, as amended, or any successor federal income tax law. Reference to a specific Code provision also includes any proposed, temporary, or final regulation in force under that provision. Distribution Date means August 5, 2002. DOL means the United States Department of Labor. ERISA means the Employee Retirement Income Security Act of 1974, as amended. Reference to a specific provision of ERISA also includes any proposed, temporary, or final regulation in force under that provision. FMLA means the Family and Medical Leave Act of 1993, as amended. Health and Welfare Plans, when immediately preceded by "TITAN," means the health and welfare plans established and maintained by TITAN for the benefit of employees of TITAN and certain TITAN Entities, and such other health and welfare plans or programs as may apply to such employees as of the Distribution Date. When immediately preceded by "SUREBEAM," Health and Welfare Plans means the health and welfare plans to be established by SUREBEAM effective July 1, 2002 as set forth in this Agreement. IRS means the Internal Revenue Service. SUREBEAM 401(k) Plan means the SUREBEAM CORPORATION 401(k) Plan to be established by SUREBEAM effective on August 1, 2002, as a qualified defined contribution plan under ERISA and the Code. SUREBEAM Entity means any Person that is, at the relevant time, an Affiliate of SUREBEAM, except that the term SUREBEAM Entity shall not include TITAN or a TITAN Entity. SUREBEAM Individual means any individual who was an employee of SUREBEAM on or before the Distribution Date or is an employee of TITAN or a TITAN Entity who receives an offer of employment from SUREBEAM or a SUREBEAM Entity on or before the Distribution Date with employment to commence after the Distribution Date and who accepts such offer. Medical Plan, when immediately preceded by "TITAN," means the TITAN Flexible Benefits Plan for Employees. When immediately preceded by "SUREBEAM," Medical Plan means the medical plan to be established by SUREBEAM effective no later than July 1, 2002 as identified on Exhibit A hereto. Non-Employee Director, when immediately preceded by "TITAN," means a member of TITAN's Board of Directors who is not an employee of TITAN or a TITAN Entity. When immediately preceded by "SUREBEAM," Non- Employee Director means a member of SUREBEAM's Board of Directors who is not an employee of SUREBEAM or a SUREBEAM Entity. 235415	SureBeam SureBeam Corp. ( Capital Goods ) ;	Titan Titan Corp. ( Computer Networks ) As referenced in this Employee Benefits Agreement: TITAN CORP – EE Benefits EX-10.3 5 eebenefits.htm EE BENEFITS EMPLOYEE BENEFITS AGREEMENT BETWEEN THE TITAN CORP ORATION AND SUREBEAM CORPORATION August 5, 2002 EMPLOYEE BENEFITS AGREEMENT THIS EMPLOYEE BENEFITS AGREEMENT ("Agreement"), TITAN CORP – EMPLOYEE BENEFITS AGREEMENT ("Agreement"), dated as of August 5,, 2002, is by and between THE TITAN CORP ORATION ("TITAN") and SUREBEAM CORPORATION ("SUREBEAM"). WHEREAS, TITAN and SUREBEAM have entered into certain other TITAN CORP – mail or private express mail, postage prepaid, addressed as follows: If to TITAN, to: THE TITAN CORP ORATION . 3033 Science Park Road San Diego, CA 92121 Attn: President With a copy to TITAN CORP – Agreement to be duly executed as of the day and year first above written. THE TITAN CORP ORATION: By: Name: Title: SUREBEAM CORPORATION: By: Name: Title: EXHIBIT A SUREBEAM BENEFIT PLANS Effective dt 47563
Preview Full Doc	2004	Employee Benefits Agreement Employee Benefits Agreement (34K) Doc #240954: Click preview link for longer preview. EMPLOYEE BENEFITS AGREEMENT EMPLOYEE BENEFITS AGREEMENT (the "Agreement") dated as of October 31, 1997 by and between WESTERN ATLAS Inc., a Delaware corporation ("WESTERN ATLAS") and UNOVA, Inc., a Delaware corporation ("UNOVA"), which, as of the date hereof, is a direct, wholly-owned subsidiary of WESTERN ATLAS. WHEREAS, the Board of Directors of WESTERN ATLAS has decided to distribute all of the stock of UNOVA to the shareholders of WESTERN ATLAS in a transaction intended to qualify under Section 355 of the Code (the "Distribution"); WHEREAS, Western Atlas and UNOVA are entering into a Distribution and Indemnity Agreement (the "Distribution Agreement") which, among other things, together with the annexes to the Distribution Agreement, sets forth the principal corporate transactions required to effect the Distribution and sets forth other agreements that will govern certain other matters following the Distribution; and WHEREAS, in connection with the Distribution, Western Atlas and UNOVA desire to provide for the allocation of assets and liabilities and other matters relating to employee benefit plans and compensation arrangements; NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, Western Atlas and UNOVA agree as follows: Section 1. DEFINITIONS. Terms used but not defined in this Agreement shall have the meanings set forth in the Distribution Agreement. As used in this Agreement the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the term defined): AFFILIATE: with respect to a Person, any Person controlled by, controlling or under common control with such Person. BENEFIT PLAN: any Plan, existing on or prior to the Distribution Date {PAGE} Page 2 which was established by any member of the Western Atlas Group or the UNOVA Group, or any predecessor or Affiliate of any of the foregoing, to which any member of the Western Atlas Group or the UNOVA Group contributes, has contributed, is required to contribute or has been required to contribute, or under which any employee, former employee, director or former director of any member of the Western Atlas Group or the UNOVA Group or any beneficiary thereof is covered, is eligible for coverage or has benefits rights. CODE: the Internal Revenue Code of 1986, as amended. CURRENT PLAN YEAR: the plan year during which the Distribution Date occurs. DISTRIBUTION DATE: the date on which the Distribution is effected. ERISA: the Employee Retirement Income Security Act of 1974, as amended. EXISTING RETIREMENT PLANS: the Western Atlas Inc. Retirement Plan, the Landis Tool Pension Plan and the Retirement Plan of the von Gal Operations of Western Atlas Inc. GROUP: the Western Atlas Group or the UNOVA Group. LIABILITY: any debt, liability or obligation, whether absolute or contingent, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising, and whether or not the same would properly be reflected on a balance sheet, and all costs and expenses related thereto. NONQUALIFIED PLAN: any Plan that provides retirement benefits and is not intended to qualify under Section 401(a) of the Code. PERSON: an individual, a partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated organization or a government or any department or agency thereof. PLAN: any bonus, incentive compensation, deferred compensation, pension, profit sharing, retirement, stock option, stock purchase, stock ownership, stock appreciation rights, phantom stock, leave of absence, layoff, vacation, day or dependent care, legal services, cafeteria, life, health (including medical, dental and vision care), accident, disability, severance, pay in lieu of notice, separation, workers' compensation, travel or other employee benefit 240954	UNOVA UNOVA, Inc. ( Capital Goods ) As referenced in this Employee Benefits Agreement: UNOVA, – EMPLOYEE BENEFITS AGREEMENT (the "Agreement") dated as of October 31, 1997 by and between WESTERN ATLAS Inc., a Delaware corporation ("WESTERN ATLAS") and UNOVA, Inc., a Delaware corporation ("UNOVA"), which, as of the date hereof, is a direct, wholly-owned subsidiary of WESTERN ATLAS. WHEREAS, the _____________ "UNOVA" – dated as of October 31, 1997 by and between WESTERN ATLAS Inc., a Delaware corporation ("WESTERN ATLAS") and UNOVA, Inc., a Delaware corporation ("UNOVA" ), which, as of the date hereof, is a direct, wholly-owned subsidiary of WESTERN ATLAS. WHEREAS, the Board of Directors of WESTERN _____________ UNOVA – wholly-owned subsidiary of WESTERN ATLAS. WHEREAS, the Board of Directors of WESTERN ATLAS has decided to distribute all of the stock of UNOVA to the shareholders of WESTERN ATLAS in a transaction intended to qualify under Section 355 of the Code (the "Distribution"); WHEREAS, Western Atlas _____________ UNOVA – the shareholders of WESTERN ATLAS in a transaction intended to qualify under Section 355 of the Code (the "Distribution"); WHEREAS, Western Atlas and UNOVA are entering into a Distribution and Indemnity Agreement (the "Distribution Agreement") which, among other things, together with the annexes to the Distribution Agreement, _____________ UNOVA – sets forth other agreements that will govern certain other matters following the Distribution; and WHEREAS, in connection with the Distribution, Western Atlas and UNOVA desire to provide for the allocation of assets and liabilities and other matters relating to employee benefit plans and compensation arrangements; NOW, THEREFORE, _____________ dt 227668 ;	Western Atlas Inc.
Preview Full Doc	2000	Supplemental Retirement Benefit Agreement Supplemental Retirement Benefit Agreement (26K) Doc #326256: Click preview link for longer preview. SUPPLEMENTAL RETIREMENT BENEFIT AGREEMENT AGREEMENT made as of the __ day of ____, by and between Curtiss-Wright Corporation (together with its subsidiaries and affiliates, "the Company") and _________ ("the Executive"). Whereas, the Company has employed the Executive in positions of substantial responsibility for many years; and Whereas, the Executive has made material contributions to the success of the Company; and Whereas, the Company wishes to reward the Executive for his contributions to its success, to provide an incentive for the Executive to remain in employment with the Company, by providing special supplemental retirement benefits for the Executive under the terms and conditions set forth herein, and to secure the covenant of the Executive not to compete with the Company following his retirement from the employment of the Company; and Whereas, the Executive wishes to receive the benefits provided pursuant to this Agreement and expressly recognizes that such benefits constitute adequate consideration for the covenants herein made; and Whereas, the Board of Directors of the Company, having been fully advised, has approved the benefits to be provided pursuant to this Agreement, upon the conditions specified herein, Now, therefore, in consideration of the premises and the mutual covenants set forth herein, the Company and the Executive hereby agree as follows: 1. Term of Agreement: (a) The term of this Agreement shall be ______ year(s), which term shall commence as of the date first set forth above. (b) The Company and the Executive may, by mutual agreement in writing, extend the term of this Agreement from year to year. Failure to extend this Agreement shall have no effect on the rights and obligations of the parties that arose during the initial term of this Agreement or during any earlier extension. For all purposes hereunder, the phrase "term of this Agreement" shall include any extension of the initial term that is agreed to pursuant to this paragraph. 2. Amount of Supplemental Retirement Benefits: (a) Upon his retirement from the employment of the Company, and subject to the provisions of Sections 6 through 9, inclusive, the Executive shall receive a monthly supplemental retirement benefit equal to the product of: (i) $_____ and (ii) the number of full years of his employment with the Company during the term of this Agreement. Such supplemental retirement benefits shall be payable for the period described in Section 2(b). For purposes of this Section 2(a), the term "full year of employment during the term of this Agreement" shall mean each period of 12 consecutive calendar months beginning on the date first set forth above (and each anniversary thereof) and ending on the next anniversary of such date, during which the Executive was continuously employed by the Company. (b) The monthly supplemental retirement benefits described in Section 2(a) shall commence in the month following the month of the Executive's retirement and shall continue to be paid each month, for a period of fifteen (15) years, provided, however, that no benefits will be paid for {PAGE} any period subsequent to the Executive's death, unless he has made an election pursuant to Section 3(b) or unless benefits are payable in accordance with Section 4 on account of his death while in the active employment of the Company. (c) The supplemental retirement benefits described in Section 2(a) shall be payable in addition to any benefit payable to the Executive from any other qualified or nonqualified retirement plan or deferred compensation arrangement maintained by the Company, including, without limitation, the Curtiss-Wright Corporation Retirement Plan ("the Retirement Plan"), the Curtiss-Wright Corporation Savings and Investment Plan, the Curtiss-Wright Corporation Retirement Benefits Restoration Plan, the Curtiss-Wright Corporation 1995 Long-Term Incentive Plan, and the Curtiss-Wright Corporation Executive Deferred Compensation Plan. 3. Optional Forms of Payment of Supplemental Retirement Benefits: (a) In lieu of the monthly payments described in Sections 2(a) and 2(b), the Executive may elect to receive his supplemental retirement benefits in a lump sum. The lump sum payable pursuant to this paragraph shall be the actuarial equivalent of the monthly payments described in Sections 2(a) and 2(b), determined on the basis of the 1983 Group Annuity Mortality Table using a fixed blend of 50% of the male and 50% of the female mortality rates ("the Applicable Mortality Table"), and the interest rate in effect for the first month in which monthly benefits would be payable under Sections 2(a) and 2(b), for the purpose of determining lump sum payments under the Retirement Plan, in accordance with Section 417(e) of the Internal Revenue Code ("the Applicable Interest Rate"). In the event that the Executive elects to receive his supplemental retirement benefits in a lump sum, no further payments shall be made pursuant to this Agreement, but the Executive shall remain subject to the provisions of Sections 7 and 8 of this Agreement. (b) In lieu of the monthly payments described in Sections 2(a) and 2(b), the Executive may elect to receive his supplemental retirement benefits under a 326256	Curtiss-Wright Curtiss-Wright Corp. ( Capital Goods )
Preview Full Doc	2002	Employee Benefits Agreement Employee Benefits Agreement (27K) Doc #369673: Click preview link for longer preview. EMPLOYEE BENEFITS AGREEMENT BETWEEN THE TITAN CORPORATION AND SUREBEAM CORPORATION August 5, 2002 EMPLOYEE BENEFITS AGREEMENT THIS EMPLOYEE BENEFITS AGREEMENT (ï¿½Agreementï¿½), dated as of August 5,, 2002, is by and between THE TITAN CORPORATION (ï¿½TITANï¿½) and SUREBEAM CORPORATION (ï¿½SUREBEAMï¿½). WHEREAS, TITAN and SUREBEAM have entered into certain other agreements that will govern certain matters relating to the tax-free spin-off of SUREBEAM Class A Common Stock from TITAN (the ï¿½Spin-offï¿½) and the . . . 369673	SureBeam SureBeam Corp. ( Capital Goods )
Preview Full Doc	2004	Employment Termination Benefits Agreement Employment Termination Benefits Agreement (23K) Doc #411387: Click preview link for longer preview. EMPLOYMENT TERMINATION BENEFITS AGREEMENT AGREEMENT, made this 16^th day of December, 2003, between ASTRONICS CORPORATION, a New York corporation with an office and place of business at 1801 Elmwood Avenue, Buffalo, New York 14207 (the "Company"), and Peter J. Gundermann, who resides at 11 Conant Road, Hanover, New Hampshire 03755 ("Executive"). RECITALS: A. Executive is presently employed by Company and the Board of Directors of Company (the "Board") recognizes that Executive's contribution to the growth and success of Company has been substantial; B. The Board desires to establish appropriate employment arrangements which the Board has determined will reinforce and encourage Executive's continued attention and dedication to the Company's business and success as a member of the Company's management, furthering the best interest of the Company and its shareholders; and C. Executive is willing to commit himself to continue to serve Company on the terms and conditions herein provided. NOW, THEREFORE, in consideration of the mutual promises and the respective covenants and agreements of the parties herein contained and intending to be legally bound hereby, the parties hereto agree as follows: -2- ARTICLE I - DEFINITIONS 1.01 Terms Defined. In addition to any words and terms elsewhere defined herein, the following words and terms shall have the meanings indicated below unless the context or use indicates a different meaning: 411387	Astronics Astronics Corp. ( Aerospace ) ;	Hodgson Russ Hodgson Russ LLP ( Legal ) As referenced in this Employment Termination Benefits Agreement: Hodgson Russ – given when received, if personally delivered, electronically transmitted, or mailed, first class postage prepaid, addressed to Company at 130 Commerce Way, East Aurora, New York 14052 (with a copy to Hodgson Russ LLP, attention John B. Drenning, Esq., One M & T Plaza, Suite 2000 Buffalo, New York 14203), or to Executive at the address on the first page, or such _____________ dt 1365170
Preview Full Doc	2004	Employment Termination Benefits Agreement Employment Termination Benefits Agreement (23K) Doc #411388: Click preview link for longer preview. EMPLOYMENT TERMINATION BENEFITS AGREEMENT AGREEMENT, made this 16^th day of December, 2003, between ASTRONICS CORPORATION, a New York corporation with an office and place of business at 1801 Elmwood Avenue, Buffalo, New York 14207 (the "Company"), and David C. Burney who resides at 111 Pinewood Drive, West Seneca, New York 14224 ("Executive"). RECITALS: A. Executive is presently employed by Company and the Board of Directors of . . . 411388	Astronics Astronics Corp. ( Aerospace ) ;	Hodgson Russ Hodgson Russ LLP ( Legal ) As referenced in this Employment Termination Benefits Agreement: Hodgson Russ – given when received, if personally delivered, electronically transmitted, or mailed, first class postage prepaid, addressed to Company at 130 Commerce Way, East Aurora, New York 14052 (with a copy to Hodgson Russ LLP, attention John B. Drenning, Esq., One M & T Plaza, Suite 2000 Buffalo, New York 14203), or to Executive at the address on the first page, or such _____________ dt 1365171
Preview Full Doc	2004	Disability Benefit Agreement [Form] Disability Benefit Agreement [Form] (8K) Doc #420637: Click preview link for longer preview. FORM OF DISABILITY BENEFIT AGREEMENT Goodrich Corporation ("Goodrich") entered into a Disability Benefit Agreement identical to the form attached hereto with each of the following Goodrich executive officers on the dates indicated. Date Name ---- ---- 08/01/94 Marshall O. Larsen 03/01/98 Terrence G. Linnert 08/01/94 Stephen R. Huggins 03/01/96 John J. Grisik . . . 420637	Goodrich Goodrich Corp. ( Defense )
Full Doc	2009	Employment Termination Benefits Agreement Employment Termination Benefits Agreement (4K) Doc #3438265: This document is immediately available for purchase, but does not have a preview available for viewing. 3438265	Astronics Astronics Corp. ( Aerospace )
Full Doc	2009	Employment Termination Benefits Agreement Employment Termination Benefits Agreement (4K) Doc #3438266: This document is immediately available for purchase, but does not have a preview available for viewing. 3438266	Astronics Astronics Corp. ( Aerospace )

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