1
EXHIBIT 99.10
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into
effective March 4, 1994 by and between Wyman-Gordon Company, a
Massachusetts corporation with its principal place of business at
244 Worcester Street, North Grafton, Massachusetts 01536-8001 (the
"Company"), and J. Douglas Whelan of 15739 Tanya Circle, Houston,
Texas 77079-5060 (the "Executive").
WHEREAS, the Company wishes to retain the services of the
Executive as the President of its Forged Products Division; 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 President of the Company's Forged Products
Division (the "Office") on the conditions and subject to the
agreements expressed herein.
2. Extent of Service
Commencing May 1, 1994 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 Company's Board of
Directors (the "Board"). In carrying out the duties of the Office,
Executive shall be responsible for consolidating and managing the
combined operations of the Company's Aerospace Forging Division
("AFD") and Cameron Forged Products Company ("Cameron") which the
Company proposes to acquire pursuant to a Stock Purchase Agreement
between the Company and Cooper Industries, Inc. dated January 10,
1994. In carrying out such duties, Executive shall be principally
located in Houston, Texas; provided, however, that he shall travel
regularly to the AFD's Massachusetts facilities; and provided,
further that if the Company does not complete the acquisition of
Cameron, Executive agrees to relocate, at the Company's expense in
accordance with its relocation policy, to the Worcester,
Massachusetts area.
3. Term of Employment
(a) The Executive's employment under this Agreement shall
commence on the date hereof and shall continue until December
31, 1996 (the "Employment Period").
-20-
2
(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
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 or is not remedied 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 $204,000 per year or
such higher rate as the Board shall approve. In addition to his
base salary, the Company shall pay Executive $50,000 on May 1,
1994.
5. Benefits
(a) Stock Options
The Company's Management Resources and Compensation Committee
shall grant, at its first meeting following the date on which
Executive starts to provide services hereunder, options to
Executive to purchase 75,000 shares under the Company's
Long-Term Incentive Plan (the "Plan"), such grant to be on
customary terms and conditions relating to grants under the
Plan.
(b) Performance Bonus
The Company is currently devising an incentive
compensationplan for key Cameron and AFD employees
responsible for implementing the combination of Cameron with
the AFD. Executive shall participate in such incentive
compensation plan upon the same terms and conditions as are
applicable to other key Cameron and AFD employees. Such
incentive compensation program will be based on the annual
savings arising out of the combination and will be paid at
such time as the savings have been implemented. By way of
illustration, it is anticipated that such plan will pay out
approximately two times salary if $25 million of annual
savings are achieved.
-2-
3
(c) Executive Severance Agreement
The Company and the Executive shall enter into an Executive
Severance Agreement in the standard form between the Company
and certain of its executive officers.
(d) Relocation Expenses
The Company agrees to pay for the cost of air freight
shipment of the Executive's household furnishings from
Milwaukee, Wisconsin to his home in Houston, Texas and the
cost of moving other household items out of storage into
Executive's Houston, Texas home. In addition, the Company
shall reimburse Executive or Ladish Co., Inc. ("Ladish") for
the cost of rental of the Executive's Milwaukee, Wisconsin
apartment and furniture incurred after the date of
Executive's termination of employment with Ladish.
(e) Indemnification
The Company agrees to indemnify and hold Executive harmless
from and against any claims by Ladish that the Executive
breached the terms of a letter agreement dated December 20,
1993 between the Executive and Ladish. In this regard
Executive shall not disclose, nor shall the Company require
Executive to disclose, any confidential or proprietary
information of Ladish.
(f) Post-Retirement Medical
The Company shall provide Executive post-retirement medical
coverage upon terms equivalent to those formerly offered to
Executive by Cooper Industries, Inc.
(g) Vacation
The Company shall give Executive credit for prior service
with Cameron for purposes of annual vacation entitlement.
(h) General
The Executive shall be entitled to 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:
-3-
4
(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, or if such employment
terminates prior to December 31, 1994, until December 31,
1996 (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, the Executive Severance Agreement
referred to above in Section 5(c).
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
affect 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;
-4-
5
(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 any agreement
(including this Agreement) between it and the Executive.
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 or stock
option plan, or any employee benefit plan, such as a thrift,
pension, profit-sharing, stock bonus, long-term 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. 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.
9. 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
-5-
6
assets of the Company, by agreement in form satisfactory to
the Executive, expressly, absolutely and unconditionally 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 successio 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 shall be deemed given when personally
delivered or sent by certified or registered mail or
overnight delivery service to a party at the address at the
beginning of this Agreement. 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.
(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.
-6-
7
(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/Shirley A. Pero By /s/David P. Gruber
Shirley A. Pero David P. Gruber
ATTEST:
/s/Wallace F. Whitney, Jr. /s/J. Douglas Whelan
Wallace F. Whitney, Jr. J. Douglas Whelan
-7-