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EXHIBIT 99.9
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into
effective May 24, 1994 by and between Wyman-Gordon Company, a
Massachusetts corporation (the "Company"), and David P. Gruber (the
"Executive").
WHEREAS, the Company wishes to retain the services of the
Executive to serve as its President and Chief Executive Officer;
and
WHEREAS, the Executive is willing to serve the Company in such
capacity;
NOW THEREFORE, in consideration of the Executive's service to
the Company and the mutual agreements contained herein, the Company
and the Executive hereby agree as follows:
1. Employment
The Company agrees to employ the Executive, and the Executive
agrees to serve, as the Company's President and Chief Executive
Officer (the "Office") on the conditions and subject to the
agreements expressed herein.
2. Extent of Service
Executive agrees to devote his full time and best efforts to
fulfilling the responsibilities of the Office, as defined from time
to time by the Board of Directors (the "Board"), to which he shall
report and from which he shall take direction. As part of his
responsibilities the Executive shall develop a succession plan for
the office of Chief Executive Officer and shall report annually to
the Board on such plan.
3. Term of Employment
(a) The Executive's employment under this Agreement shall
continue for a period of two years from May 24, 1994 (the
"Employment Period"). The Employment Period may be extended
by written agreement of the parties.
(b) The Company shall be permitted to terminate the Executive's
employment during the Employment Period only in the event of
Executive's Disability or death or for Cause. For purposes
of this Agreement, "Disability" shall mean an illness or
injury that prevents Executive from performing his duties
hereunder (as they existed immediately before the illness or
injury) on a full-time basis for at least six consecutive
months and qualifies him for benefits under the Company's
Long-Term Disability Plan. The Company shall have "Cause" to
terminate the Executive's employment only if the Executive
(i) intentionally engages in a dishonest act or acts with
respect to the Company or its subsidiaries; (ii) is convicted
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of a crime involving moral turpitude or (iii) willfully or
through gross negligence commits a material violation of his
responsibilities to the Company hereunder or refuses to
follow legitimate direction from the Board, which violation
or refusal continues for more than 30 days after written
notice to the Executive setting forth in reasonable detail
the nature of the violations, given pursuant to a vote of a
majority of the members of the Board voting at a duly-held
regular or special meeting.
4. Compensation
The Executive shall receive during the Employment Period a
monthly gross base salary paid at the rate of $300,000 per year or
such higher rate as the Board shall approve. In addition to his
base salary, Executive shall be eligible to participate in the
Company's Management Incentive Plan, as such Plan may be in effect
from time to time.
5. Benefits
The Executive shall be entitled to participate in the
Company's Supplemental Retirement Plan for Senior Executives, and
receive, on the same basis as the Company's other executive
employees, all other benefits maintained by the Company for its
executive employees generally, including medical, dental, life and
disability insurance, vacation, participation in the
Savings/Investment Plan, the Long-Term Incentive Plan, the
Retirement Income Plan and any other health and welfare benefit
plans and perquisites, as in effect from time to time.
6. Benefits Upon Employment Termination
If the Company should terminate Executive's employment
hereunder during the Employment Period for reasons other than Cause
or Executive's death or Disability or if Executive should resign
his employment hereunder for Good Reason, as defined below, he
shall be entitled to the following:
(a) Payment of his base salary in effect at the time of
termination shall continue to be made during a period of two
years after such termination (the "post-termination period").
(b) All benefits including, without limitation, medical, dental
and life insurance, shall remain in effect during the
post-termination period or until the date on which Executive
first becomes eligible for insurance coverage of a similar
nature provided by a firm that employs him following such
termination of employment, whichever first occurs.
Notwithstanding the foregoing, nothing in this Agreement shall
require the Company to make any payment or to provide any benefit
to the Executive that the Company is otherwise required to provide
under any other contract, agreement, policy, plan or arrangement,
including, without limitation, an Executive Severance Agreement
dated as of October 16, 1991 by and between the Company and the
Executive.
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7. Termination for Good Reason
The Executive shall have a Good Reason for terminating his
employment with the Company only if one or more of the following
occurs:
(a) an involuntary change in the Executive's status or position
with the Company that represents a demotion from the
Executive's then current status or position;
(b) the assignment to the Executive by the Board of any duties or
responsibilities that are materially inconsistent with the
Executive's then current status or position;
(c) layoff or involuntary termination of the Executive's
employment, except in connection with the termination of the
Executive's employment for Cause or as a result of the
Executive's Disability, death or retirement;
(d) a reduction by the Company in the Executive's base salary,
other than in the case of reductions in salary with respect
to the Company's executive officers generally;
(e) any action or inaction by the Company that would adversely
the Executive's continued participation in any Benefit Plan
on at least as favorable a basis as was the case at the time
of such action or inaction, or that would materially reduce
the Executive's benefits in the future under the Benefit Plan
or deprive him of any material benefits that he then enjoyed,
except to the extent that such action or inaction by the
Company (i) is also taken or not taken, as the case may be,
in respect of covered employees generally, (ii) is required
by the terms of any Benefit Plan as in effect immediately
before such action or inaction, or (iii) is necessary to
comply with applicable law or to preserve the qualification
of any Benefit Plan under section 401(a) of the Internal
Revenue Code;
(f) the Company's failure to obtain the express assumption of
this Agreement by any successor to the Company; and
(g) any material violation by the Company of a Performance Share
Agreement of even date, an Executive Severance Agreement
dated as of October 16, 1991, or any agreement under the
Wyman-Gordon Long-Term Incentive Plan (or any similar plan).
Notwithstanding the foregoing, no action by the Company shall give
rise to a Good Reason if it results from the Executive's
termination for Cause, death or retirement, and no action by the
Company specified in paragraphs (a) through (d) of the preceding
sentence shall give rise to a Good Reason if it results from the
Executive's Disability. For purposes of this Section 7, "Benefit
Plan" means any compensation plan, such as an incentive (including
the Management Incentive Plan or comparable executive incentive
plan) or stock option plan, or any employee benefit plan, such as a
thrift, pension, profit-sharing, stock bonus, long-term
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performance award, medical, disability, accident, or life insurance
plan, or any other plan, program or policy of the Company that is
intended to benefit employees.
8. Non-Competition
The Executive agrees that for a period of two years following
expiration or termination of the Employment Period, except where
termination by the Company is made without Cause or termination by
the Executive is made with Good Reason, he will not engage in any
employment or other activity, whether as an employee, director,
principal, guarantor or creditor of, or as a consultant or advisor
to, or as an investor (other than as an investor in less than one
percent of the outstanding stock of a corporation whose stock is
publicly traded) in or for the benefit of, any corporation,
partnership, trust, proprietorship, business or other entity whose
business is in competition with any business of the Company as then
conducted.
9. Confidential Information
Executive agrees that he shall not at any time during or
following the Employment Period disclose to any person, client,
employer, company or other party any confidential information
obtained by him incident to his employment by the Company relating
to the processes, products, machinery, apparatus, financial data,
business information or trade secrets of the Company, unless in
connection with the performance of his duties while employed
hereunder or, if after the termination of his employment or the
expiration of this Agreement, unless specifically authorized in
writing by the Board or successor Chief Executive Officer. Any
such information which the Company does not generally make
available to the public shall be considered confidential for
purposes of this Agreement, provided that any such information that
becomes public knowledge other than as a result of Executive's
breach of his obligations hereunder shall not be considered
confidential for purposes of this Agreement.
10. General Provisions
(a) Governing Law. Except as otherwise expressly provided
herein, this Agreement and the rights and obligations
hereunder shall be construed and enforced in accordance with
the laws of the Commonwealth of Massachusetts.
(b) Successor to the Company. This Agreement shall inure to the
benefit of and shall be binding upon and enforceable by the
Company and any successor thereto, including, without
limitation, any corporation or corporations acquiring
directly or indirectly all or substantially all of the
business or assets of the Company, whether by merger,
consolidation, sale or otherwise, but shall not otherwise be
assignable by the Company. Without limitation of the
foregoing sentence, the Company shall require any successor
(whether direct or indirect, by merger, consolidation, sale
or otherwise) to all or substantially all of the business or
assets of the Company, by agreement in form satisfactory to
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the Executive, expressly, absolutely and unconditionally to
assume and to agree to perform this Agreement in the same
manner and to the same extent as the Company would have been
required to perform it if no such succession had taken place.
(c) Successor to the Executive. This Agreement shall inure to
the benefit of and shall be binding upon and enforceable by
the Executive and his personal and legal representatives,
executors, administrators, heirs, distributees and legatees
("Successors") but may not otherwise be assigned by
Executive.
(d) Notices. All notices provided for in this Agreement shall be
in writing. Notices to the Company shall be deemed given
when personally delivered or sent by certified or registered
mail or overnight delivery service to Wyman-Gordon Company,
244 Worcester Street, North Grafton, Massachusetts,
Attention: Company Clerk. Notices to the Executive shall be
deemed given when personally delivered or sent by certified
or registered mail or overnight delivery service to the last
address for the Executive shown on the records of the
Company. Either the Company or the Executive may, by notice
to the other, designate an address other than the foregoing
for the receipt of subsequent notices.
(e) Arbitration. All disputes arising under this Agreement which
cannot, after reasonable efforts, be resolved by the parties
shall be submitted to and settled by arbitration. Such
arbitration shall be effected by an arbitrator selected by
and shall be conducted in accordance with the Rules existing
at the date of such submission of the American Arbitration
Association. Any arbitration award shall be binding and
enforceable in any court of competent jurisdiction. Each of
the parties shall bear its own costs, expenses and attorneys'
fees in prosecuting, defending or enforcing any arbitration
hereunder.
(f) Waivers. No waiver of any provision of this Agreement shall
be valid unless approved in writing by the party giving such
waiver. No waiver of a breach under any provision of this
Agreement shall be deemed to be a waiver of such provision or
any other provision of this Agreement or any subsequent
breach. No failure on the part of either the Company or the
Executive to exercise, and no delay in exercising, any right
or remedy conferred by law or this Agreement shall operate as
waiver of such right or remedy, and no exercise or waiver, in
whole or in part, of any right or remedy conferred by law or
herein shall operate as a waiver of any other right or
remedy.
(g) Severability. If any provision of this Agreement shall be
held invalid or unenforceable in whole or in part, such
invalidity or unenforceability shall not affect any other
provision of this Agreement or part thereof, each of which
shall remain in full force and effect.
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(h) Counterparts. This Agreement may be executed in a number of
counterparts, each of which shall be deemed to be an original
but all of which together shall constitute a single
instrument.
(i) Entire Agreement. This Agreement contains the entire
agreement between the parties with respect to the subject
matter hereof. No amendment to this Agreement may be made
except in writing signed by both the Company and the
Executive.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first above written.
ATTEST: WYMAN-GORDON COMPANY
/s/Wallace F. Whitney, Jr. By /s/John M. Nelson
Wallace F. Whitney, Jr. John M. Nelson
ATTEST:
/s/ Wallace F. Whitney, Jr. /s/David P. Gruber
Wallace F. Whitney, Jr. David P. Gruber
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