EXHIBIT 10.11
SECOND AMENDMENT
TO THE
TRUST AGREEMENT FOR
NEWPORT NEWS SHIPBUILDING INC. BENEFITS PROTECTION PLANS
WHEREAS, under Section 14 of the Trust Agreement for Newport News
Shipbuilding Inc. Benefits Protection Plans (the "Trust Agreement"), Newport
News Shipbuilding Inc. (the "Company") has reserved the right to amend or
terminate the Trust prior to a Change in Control; and
WHEREAS, a Change in Control has not yet occurred.
The parties do hereby amend the Trust Agreement, effective immediately
prior to the Consummation of the Offer (as defined in the Agreement and Plan of
Merger among General Dynamics Corporation, Grail Acquisition Corporation and the
Company, dated as of April 24, 2001), as follows:
FIRST: Section 1(g) is amended in its entirety to read as follows:
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"Upon a Change in Control, the Company shall as soon as possible but in no
event later than thirty (30) days following the occurrence of Change in
Control, as defined herein, make an irrevocable contribution to the Trust
in an amount that is sufficient to fund the Trust in an amount equal to no
less than 100% of the amount necessary to pay each Participant or
Beneficiary the benefits to which Participants or their Beneficiaries are
entitled pursuant to the terms of the Arrangements as of the date on which
the Change in Control occurred (assuming for such purpose, with respect to
benefits that are not payable unless a Participant's employment is
terminated, that each Participant's employment were terminated immediately
following such Change in Control under circumstances that would entitle the
Participant to severance or other applicable benefits under the
Arrangements), and to fund an expense reserve for the Trustee in the amount
of $125,000.00. The Company may designate that the aggregate contribution
be treated as separate contributions to one or more Sub-Accounts that may
be established in respect of each Arrangement listed on Attachment A, and
the Trustee shall treat each such separately designated contribution as a
Sub-Account hereunder, for purposes of determining whether any such
contributions may be returned to the Company in accordance with the
provisions of Section 5."
SECOND: Section 5 is amended by adding the following at the end thereof:
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"; provided, however, that to the extent that all or any portion of an
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aggregate contribution to the Trust is required to be treated by the
Trustee under Section 1(g) as held under a Sub-Account hereunder, the
Company may direct the Trustee to return to the Company or divert to others
any of the Trust assets solely in respect of such Sub-Account after all
payments of benefits have been made to Participants and their Beneficiaries
pursuant to the terms of the specific Arrangement to which such Sub-Account
applies, without regard to whether all payments of benefits under all the
Arrangements listed on Attachment A have been made to Participants and
their Beneficiaries in the aggregate pursuant to the terms thereof."
THIRD: Section 15(b) is amended by adding a new clause (vi) thereof to
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read as follows:
"(vi) the Consummation of the Offer (as defined in the Agreement and Plan
of Merger among General Dynamics Corporation, Grail Acquisition
Corporation and the Company, dated as of April 24, 2001)."
Full Force and Effect. Except as expressly amended hereby, the Trust
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Agreement shall continue in full force and effect in accordance with the terms
thereof on the date hereof.
Governing Law. This Amendment shall be governed by and construed in
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accordance with the laws of the Commonwealth of Virginia applicable to
agreements made and entirely to be performed within such jurisdiction.
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IN WITNESS WHEREOF, this Amendment has been executed on behalf of Newport
News Shipbuilding Inc. and Wachovia Bank, N.A. by their appropriate officers as
of the dates indicated below.
NEWPORT NEWS SHIPBUILDING INC.
Date:____________ By:_______________________
Vice President, General Counsel &
Secretary
ATTEST:
By:_________________________
Title:
WACHOVIA BANK, N.A., solely in its capacity
as Trustee under the Agreement referenced
herein
Date:____________ By: _______________________
Title:
ATTEST:
By:_________________________
Title: