[Date]
[Name]
[Address]
[City, State, Zip Code]
Dear [name]:
I am pleased to advise you that by reason of your status as a designated key
employee of Curtiss-Wright Corporation and its wholly owned subsidiaries
(hereinafter collectively referred to as the "Corporation"), the Corporation
wishes to provide you with a special severance pay arrangement. The
Corporation's severance pay arrangement (the "Severance Pay Arrangement") is
described in this letter and, when this letter is signed and dated by you, such
arrangement will become effective.
Notwithstanding the foregoing, we note that (a) if you and the Corporation have
entered into, or at any time in the future enter into, a separate agreement
providing for the payment to you of severance pay and other benefits in the
event of the termination of your employment following or in connection with a
"Change in Control" of the Corporation (hereinafter "Change in Control
Agreement") as the term "Change in Control" may be defined in the Change in
Control Agreement, and (b) a Change in Control of the Corporation occurs
entitling you to receive severance pay and other benefits pursuant to the terms
of the Change in Control Agreement at least equivalent to the Severance Pay and
other benefits you would be entitled to under the terms and conditions of this
severance arrangement; then in such event (and only in such event) said Change
in Control Agreement shall supersede and replace this severance arrangement in
its entirety. In all other circumstances this Severance Pay Arrangement shall
remain in full force and effect.
The Corporation will pay you severance pay (the "Severance Pay") in an amount
equal to your annual base salary at the time of termination of your employment
with the Corporation (or its subsidiary, whichever is applicable) if your
employment is terminated other than for cause, or as otherwise set forth below.
The Severance Pay and other benefits payable to you under this arrangement will
be in lieu of corresponding benefits (including notice of termination) under any
applicable policy or policies of, or agreement between you and, the Corporation
or its subsidiaries. You expressly agree and confirm that you are an at will
employee of the Corporation (and/or its subsidiary, whichever is applicable)
whose employment is subject to termination at any time with or without cause
(however defined) and with no right to prior notice.
You shall not be entitled to payments or benefits under this Severance Pay
Arrangement if the Corporation terminates your employment for cause, you fail to
comply with the terms and conditions of this Agreement, or you voluntarily
terminate your employment with the Corporation or you voluntarily retire;
provided, however, that you shall not be deemed to have voluntarily retired or
voluntarily terminated your employment, and shall be entitled to payments and
benefits hereunder, if your voluntary retirement or termination is the direct
and proximate result of a substantial adverse change in the terms or conditions
of your employment imposed by your employer including, but not limited to, a
significant reduction in your compensation, other than incentive compensation or
long term incentive compensation, or in your job responsibilities.
The Severance Pay under this Severance Pay Arrangement will be in addition to
any vacation pay accrued and unused to the date of termination, and will be paid
in biweekly installments (less required and permitted withholdings and
deductions) over the period of one year following your termination of
employment. Alternatively, you may elect to be paid the same aggregate amount of
Severance Pay in biweekly installments (less required and permitted withholdings
and deductions) over a period of two years following your termination of
employment, instead of one year. Such election must be made by written notice to
the Corporation within thirty (30) days after termination of your employment.
For as long as you collect Severance Pay under this Agreement, you shall also
receive an equivalent period of credit for service, as to and defined in the
Curtiss-Wright Corporation Retirement Plan and the Curtiss-Wright Corporation
Retirement Benefits Restoration Plan as then in effect.
Except as provided below, or as otherwise provided by applicable law, your right
to participate in all employee benefit plans will end with any termination of
employment to which this arrangement applies. Notwithstanding anything herein to
the contrary, in accordance with the Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended (COBRA), you and your eligible dependents will be
entitled to continue medical and health benefits, including dental and
prescription drug benefits, under the Corporation's medical and health plans, in
accordance with the terms and conditions of such plans and the continuation
coverage period provided for under COBRA. Although the Corporation is permitted
to charge you and your dependents up to 102 percent of the applicable premium
for continuation coverage pursuant to COBRA, the Corporation will reimburse you
for any premiums charged in accordance with the applicable medical or health
plan and the Corporation's generally applicable policies and procedures.
Similarly, you will also have the right to convert certain other welfare plan
benefits (such as life insurance and accidental death and dismemberment
insurance) from a group policy to an individual policy. If you elect to convert
such benefits to individual policies and timely do so in accordance with
applicable law and policies, the Corporation will reimburse you for any premiums
you pay under such individual policies for a period of one year, provided,
however, that such reimbursement will be limited to the premiums charged for the
same amount and type of coverage provided to you by the Corporation under the
Corporation's group policies immediately prior to your termination of employment
with the Corporation.
If you are awarded unemployment compensation, temporary disability benefits or
salary continuation because of disability or medical leave applicable to any
week or weeks of the period during which the Severance Pay installments are to
be paid hereunder, the Corporation will not deduct from any or all of said
installments an amount or amounts equal to such unemployment compensation,
temporary disability benefits or salary continuation.
During the period of one year (or two years, should you elect to be paid the
Severance Pay over a two-year period) following your termination of employment,
the Corporation shall be entitled to such of your services as a consultant as
the Corporation may from time to time reasonably request, having regard to your
health, residence and personal circumstances, in connection with any matter on
which you were working at the time of
the termination of your employment or with respect of which you might be
expected to have special competence by reason of your employment with the
Corporation or a subsidiary or otherwise. Consulting services may not be
required to the extent that the performance of such services would interfere
with your seeking, accepting or performing employment elsewhere. You shall not
be paid compensation (other than the Severance Pay) for such consulting
services, but you shall be entitled to reimbursement of reasonable, pre-approved
expenses incurred by you in the performance of such consulting services.
Your failure to provide the consulting services specified above, or your
engaging either on your own account or on behalf of any other party in an
activity that is directly competitive with the business of the Corporation or
any of its subsidiaries, or the use (except for the Corporation) or disclosure
to another party by you without the Corporation's prior written consent of any
secret or confidential information or know-how of the Corporation or any of its
subsidiaries (whether or not developed by you), or the violation by you of any
post employment obligation under any agreement with the Corporation or any of
its subsidiaries, shall result in the forfeiture of your right to receive any
further installments of the Severance Pay or other benefits under this
arrangement, which remedy or remedies shall not be exclusive of, but shall be in
addition to, any other remedy or remedies that may be available to the
Corporation or any of its subsidiaries at law or in equity.
In the event you die during the period over which your Severance Pay is being
paid or your benefits hereunder are being provided, your legal beneficiary shall
receive the remaining Severance Pay payments in a lump sum payment as soon as
practicable. If your spouse or other eligible dependents are covered under a
medical or health group plan by the Corporation in accordance with COBRA, such
individuals will have the right to continue such coverage to the fullest extent
provided for under COBRA and the Corporation will reimburse such individuals for
any COBRA premium paid by them.
In the event that any dispute shall arise as to any issue under this
arrangement, except as otherwise stated in this Agreement, that dispute shall be
settled and finally determined by arbitration in the City of New York under the
then existing rules of the American Arbitration Association, and judgment upon
the award rendered by the arbitrator or arbitrators may be entered in any court
having jurisdiction thereof.
If you wish to have this Severance Pay Arrangement apply to you, you must
signify your agreement to its terms and conditions by signing and returning the
enclosed copy of this letter. In addition, if you wish to have this Severance
Pay Arrangement apply to you, you must agree to execute a second agreement at
the time you seek the Severance Pay and benefits provided for in this letter,
which will irrevocably and unconditionally release and discharge the
Corporation, its successors and assigns, and their officers, directors and
employees from any and all debts, obligations, claims, demands, judgments, or
causes of action of any kind arising out of or relating to your employment with
the Corporation or one of its subsidiaries or affiliates or out of or relating
to the termination of that employment (including but not limited to the Age
Discrimination in Employment Act of 1967) and all federal, state and local law
claims, whether statutory or common law, including, but not limited to, claims
of defamation (including both libel and slander), wrongful discharge, tortious
interference with economic advantage, breach of contract, negligence, employment
discrimination on any
basis, and any other claim relating to your employment with the Corporation or
the termination of that employment.
In further consideration of the benefits provided under this Severance Pay
Arrangement, you also hereby agree, that you will be deemed to have resigned
from any officer position or any other positions you may occupy with the
Corporation or any of its affiliates as a result of or otherwise in connection
with your employment with the Corporation, or any of its affiliates.
Because this Severance Pay Arrangement is being made available only to a limited
number of key employees, it is requested that you treat this matter on a
confidential basis.
I am confident that you will continue to earn the approbation that is implicit
in the Corporation's making this new benefit available to you.
Sincerely,
CURTISS-WRIGHT CORPORATION
By:
Martin R. Benante
The foregoing is agreed to as
of the date first hereinabove
set forth.
[name]