Exhibit 10(6)
September 10, 1992
Paul V. Lombardi
2600 Penny Royal Lane
Reston, Virginia 22091
Dear Mr. Lombardi:
The following is for the purpose of setting forth our
agreement with respect to your employment by DynCorp (the
"Company").
1. You will be employed by the Company in the capacity of
President of the Government Services Group or such other position
as the Board of Directors of the Company may from time to time
specify. In this capacity, you will be generally responsible for
the management and operations of the Government Services Group.
In addition, your name will be placed before the Board of
Directors for confirmation as a Vice President of the Company.
2. It is mutually agreed that your employment by the
Company will be subject to the terms and conditions hereinafter
set forth. You will perform such functions and duties in
addition to or in lieu of those set forth in paragraph 1 above as
the Chairman of the Board of the Company or his authorized
representative may specify or from time to time assign to you.
You agree to serve the Company faithfully and to the best of your
ability and to devote your entire working time and energy, and
the highest degree of your skill and care, exclusively to the
business and affairs of the Company and the promotion of the
Company interests. The hours of work, travel, duties, and other
general conditions of your employment will be consistent with the
standard policies of the Company in effect from time to time
during your employment.
3. The term of this Agreement shall begin on
, and shall continue for a period of twenty-four (24) months
(after which you shall be considered an employee "at will") or
such earlier date upon which you may be terminated for cause,
die, or become unable, with or without accommodation, to perform
the essential functions of your position. The Company shall have
the right, upon 30 days' advance written notice, to terminate
this Agreement for good and sufficient cause as defined in
paragraph 8(a) below; provided that this Agreement shall not be
so terminated if you have corrected and removed such cause during
said 30-day period. A termination for good and sufficient cause
as defined under paragraph 8(b) below shall become effective
immediately upon receipt of written notification of such
termination. In addition, the Company shall have the right to
terminate this Agreement on written notification because of your
inability for a period of 90 consecutive days to perform the
essential functions of your position, with or without
accommodation, by reason of physical or mental disability.
4. Your salary for services performed hereunder shall be
at the annual rate of Two Hundred Twenty Five Thousand Dollars
($225,000.00), payable either in equal weekly, bi-weekly, or
semi-monthly installments at the election of the Company. You
will also receive within thirty (30) days of execution of this
Agreement, a one-time One Hundred Thousand Dollar ($100,000.00)
"sign-on bonus." In addition, your position would be eligible
for bonus consideration under the Company Incentive Compensation
Plan (the "Plan") during years which you are employed by the
Company under this Agreement commencing in 1994 for calendar year
1993. Your target bonus amount as defined in the Plan for
calendar year 1993 will be Sixty Thousand Dollars ($60,000.00).
Upon commencement of performance hereunder, the Company shall
award you five thousand (5,000) units of its restricted stock,
subject to the terms and conditions of the Company's Restricted
Stock Plan as amended. You will also be entitled to standard
Company fringe benefits in effect from time to time during the
term of this Agreement for employees having responsibilities
comparable to yours. Upon termination of your employment, your
salary and fringe benefits shall be prorated to the effective
date of termination.
5. During your employment by the Company, you will be
reimbursed for your reasonable travel and other expenses incident
to your employment in conformity with the Company's standard
policies in effect from time to time. Reimbursement of such
expenses will be made upon presentation of expense vouchers in
such detail as Company may require. You will be permitted use of
a Company furnished automobile in connection with your employment
hereunder, such use to also be in accordance with standard
Company policy.
6. (a) During your employment by the Company, you shall
not directly or indirectly, enter into or engage in any business
in competition with the Company, or any of its affiliated
companies either as an individual for your own account, or as a
partner or joint venturer, or as an employee, agent, consultant,
or salesman for any business, or as an officer, director, or
shareholder of a corporation, or otherwise. Nothing herein
contained, however, will prevent you from owning one percent (1%)
or less of the equity or debt securities of any competitive
business, if such securities are listed for trading on a national
securities exchange or are traded in the over-the-counter market.
(b) It is understood that the foregoing covenants
shall be deemed to be a series of separate covenants, one for
each and every county and state of the United States of America.
If any of the provisions of such covenants shall be held
unenforceable because of excessive breadth, such provisions shall
be construed, and limited accordingly, so as to be enforceable to
the maximum extent compatible with the applicable law.
(c) During your employment by the Company and thereaf-
ter, you will not use for yourself or others, nor divulge to
others, any proprietary information, knowledge, or data of the
Company developed by you or obtained by you as a result of your
employment, or any proprietary information of third parties which
is in the custody or control of the Company, unless authorized by
the Company in connection with your employment. It is understood
that this applies to information of either a technical or commer-
cial nature, including trade secrets, proprietary processes,
formulas, machinery, drawings, designs, manufacturing procedures
and arts, customer lists, market information, and the like, and
that any unpublished information is deemed proprietary.
(d) Upon termination of your employment with the
Company, you shall immediately return to the Company any and all
property of the Company or any of its affiliated companies in
your possession or under your control, including for example, all
files, records, lists, samples, plans, agreements, specifications
(or other documents of any nature belonging to, or obtained in
connection with, your duties for the Company) and all other
personal property of any nature whatsoever.
(e) In the event of a breach or a threatened or
attempted breach of any provision of this paragraph 6 by you, the
Company shall, in addition to all other remedies available to it,
be entitled to temporary and permanent injunctions to enforce the
provisions of this paragraph 6.
7. It is understood that during your employment by the
Company, and for a six-month period thereafter, you, your heirs
and representatives will promptly make full disclosure and assign
to the Company any ideas, discoveries, inventions, developments
or improvements conceived or made by you either solely or jointly
with others, during the period of your employment with the
Company relating to Company business, development programs or
contemplated interests. You likewise agree to assign to the
Company, without any royalty payment therefor, all rights in
inventions conceived or made by you in the course of working on
assigned duties or which relate directly to such assigned duties.
At the Company's expense, but without required further
compensation to you, it is further understood that you will
cooperate in the preparation of patent applications, assignments,
and other necessary matters in obtaining, defending, or enforcing
the proprietary rights of the Company.
8. The term "good and sufficient cause" as used in this
Agreement shall be defined to include (a) gross negligence,
refusal to follow the reasonable instructions of your superiors,
or actions involving a breach of your obligations under this
Agreement, and (b) illegal acts, serious violation of
environmental laws and regulations, criminal conduct, violation
of the Procurement Integrity Provisions of the Office of Federal
Procurement Policy Act Amendments of 1988, or violation of the
DynCorp Standards of Conduct as amended or supplemented from time
to time.
9. Any notice or other communication required or permitted
to be given under this Agreement shall be deemed to have been
duly given when delivered personally or sent by registered or
certified mail, return receipt requested, postage prepaid, as
follows:
If to Company, to the DynCorp
attention of: 2000 Edmund Halley Drive
Reston, Virginia 22091
Attn: Dan R. Bannister, President
If to you, to your 2600 Penny Royal Lane
attention at: Reston, Virginia 22091
Either party may change its address for the purpose of this
paragraph by written notice similarly given.
10. Notwithstanding the termination of this Agreement, the
provisions of paragraphs 6 and 7 of this Agreement shall survive
and remain in full force and effect.
11. If Company shall at any time be merged or consolidated
into or with another corporation, or if substantially all the
assets of Company are transferred to another corporation, the
provisions of this Agreement shall be binding upon and inure to
the benefit of the corporation resulting from such merger,
consolidation or transfer. The provisions of this Agreement
shall likewise be enforceable against your legal representatives
or estate.
12. With the exception of other undertakings or agreements
signed by you contemporaneously with the execution of this
Agreement, this Agreement sets forth our entire understanding
with respect to the subject of your employment and shall not be
modified except by a written instrument signed by both parties
hereto. In the event of inconsistencies between this Agreement
and any other such undertakings or agreements related to your
employment, this Agreement shall govern.
If the foregoing correctly sets forth our understanding,
please indicate acceptance and approval of this Agreement as of
the date first above written by signing and returning a copy of
this Agreement to our attention.
DynCorp
By:
Ronald R. Geiger
Vice President, Human
Resources and Administration
Accepted and approved:
Paul V. Lombardi
RYM/92-242