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EXHIBIT 10.44
GENERAL DYNAMICS
January 12, 2000
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇▇:
This letter will confirm the consulting agreement between General Dynamics
Corporation and Mr. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. as follows:
1. SERVICES TO BE RENDERED
We retain you to render, and you agree to render to us upon request, your
services as an independent contractor providing technical guidance, advice,
consultation and assistance in the following areas:
- Consulting services regarding the Marine Group;
- Participation in succession planning; and
- Providing government/customer interface as required.
Such services will be requested from time to time by ▇▇▇▇ ▇▇▇▇▇▇▇▇, Chairman and
CEO, ▇▇▇▇ ▇▇▇▇▇, Senior Vice President, or ▇. ▇▇▇▇ ▇▇▇▇▇, Vice President, or
their designee.
2. PLACE OF WORK
You shall render services hereunder at such times and at such place or places as
are mutually agreeable. You shall provide all needed supplies and equipment.
3. TERM OF AGREEMENT
This agreement shall be effective as of March 13, 2000 and shall terminate on
March 12, 2001, provided that either party may terminate this agreement, in
whole or in part, at an earlier date by giving the other party at least 30 days
prior written notice thereof. Your obligations pursuant to paragraph 6 shall
survive any termination of this agreement.
3190 Fairview Park Drive
Falls Church, VA ▇▇▇▇▇-▇▇▇▇
Tel ▇▇▇ ▇▇▇ ▇▇▇▇
Fax ▇▇▇ ▇▇▇ ▇▇▇▇ General Dynamics Private Information
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January 12, 2000
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4. FEE AND EXPENSES
In accordance with the agreement, we shall pay you a compensation of $3,250 per
day for the services you render hereunder, with a guarantee of $100,000 for the
term of this agreement.
We shall also reimburse you for all reasonable travel expenses actually and
necessarily incurred by you on our behalf in the rendering of services
hereunder. First class travel is authorized. In addition, you will be reimbursed
for out-of-pocket expenses only as they are directly and necessarily incurred on
behalf of General Dynamics. All expenses will be approved by ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, ▇. ▇▇▇▇ ▇▇▇▇▇ (as appropriate) or their designee..
You shall submit to us at the end of each month in which you render services
hereunder an invoice showing dates of service, the nature and scope of services
provided, and a breakdown of expenses for travel, transportation and
out-of-pocket expenses. Expense receipts of over $75 are required to be
submitted with the invoice. All payments of fees and expenses hereunder shall be
made only on the written approval of ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇. ▇▇▇▇ ▇▇▇▇▇
(as appropriate) or their designee.
5. SERVICES FOR OTHERS
During the term of this agreement or any extension thereof, you may render
services to others as an employee or a consultant, provided that without the
express, written permission of General Dynamics you may not serve any business
or organization or engage in any business on your own behalf which sponsors,
produces or sells goods or services which compete or conflict with ours. You
agree to provide General Dynamics with a full and complete list of your current
clients and the names of your principal contacts with your clients and to notify
General Dynamics, in writing, whenever you add new clients, delete clients, or
change principal contact with your clients. General Dynamics may terminate this
agreement immediately in the event of any breach by you of this covenant.
6. CONFIDENTIAL NATURE OF WORK
You will not, during or after the term of this agreement, divulge, without
General Dynamics approval, any information or knowledge relating (i) to any
project on which we shall have worked or shall be working, or (ii) to our
business or to that of our subsidiaries or suppliers, which you shall have
obtained during the term of this agreement and which shall not be generally
known or recognized.
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7. ACTIVITY REPORTS
On a monthly basis, if any activity was expended, you shall submit written
reports to either ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, or ▇. ▇▇▇▇ ▇▇▇▇▇ (as appropriate),
making full disclosure of all services performed pursuant to this agreement and
the results thereof. This shall normally include a written statement of the
nature and scope of the service and an invoice for services rendered. You shall
from time to time at our request and, in any event, upon termination of this
agreement, deliver to us all working papers, plant or engineering data, and
other documents and materials that have been prepared or developed by you or
made available to you in connection with your performance of services under this
agreement.
8. NATURE OF RELATIONSHIP
It is understood that in performing any services pursuant to this agreement, you
are acting as an independent contractor and not as an employee, agent or
representative of ours. You will be responsible for reporting and paying any
federal and state taxes owing on the consulting income received.
In the performance of your responsibilities as a consultant under this contract,
we expect you to exercise reasonable care. We agree, however, that you will not
be responsible to us for the heightened care expected of a professional which
might otherwise be covered by professional liability insurance.
You shall not act as our agent or enter into any agreements or incur any
obligations on our behalf, or commit us in any other manner, without our prior
written consent.
You shall indemnify and hold us harmless from any liability, loss or damage
whatsoever for injuries (including death) to you or any of your assistants,
representatives and employees rising out of performance under this agreement or
otherwise.
You have been provided a copy of the General Dynamics Standards of Business
Ethics and Conduct. You have also been provided with copies of the General
Dynamics policies and procedures relating to accounting and expense reporting
and travel. You agree to conduct your performance under this consultant
agreement in accordance with these Standards and policies. In accordance with
DoD policy, you understand that you will be subject to random testing for
substance abuse at any time while on General Dynamics premises.
You understand that Federal law places restrictions on obtaining and handling
competition sensitive, proprietary and source selection information and you
agree to comply with it.
Prior to accepting this engagement, you have disclosed any potential
organizational conflict of interest and have determined that your performance
under this agreement would not provide the Company with an unfair competitive
advantage. Further, should you discover subsequent to the execution of this
agreement that a conflict of interest or unfair competition advantage situation
exists, you agree to promptly disclose to the Company the facts relating to the
situation.
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The Federal Government has placed restrictions on the allowability of costs
incurred in certain lobbying and consulting activities. These restrictions apply
to you and are found in the "▇▇▇▇ Amendment" (31 U.S.C. 1352) and place
restrictions on the allowability of certain costs incurred while lobbying
Congress or contacting executive agencies in connection with Federal contracts.
This consultant agreement may be terminated by General Dynamics in the event of
any breach by you of Federal law or the General Dynamics policies covered in
this paragraph.
9. SECURITY
You shall abide by all applicable security laws and regulations of the United
States of America and our organization and shall take or refrain from taking any
action which may be required for compliance therewith.
It is understood that a security clearance up to the level of Secret may be
required to perform services requested under this agreement. You will be
contacted by our Security Department concerning the execution of a "Consultant
Security Certification" and further guided in submitting appropriate government
clearance forms to the Defense Investigative Service Clearance Office.
10. SUCCESSORS
This agreement shall inure to the benefit of and be binding upon (a) our
successors and assigns and (b) your heirs, executors and administrators.
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11. ENTIRE AGREEMENT
This instrument contains the entire agreement between the parties with respect
to the consulting services to be rendered by you to us, and supersedes all prior
agreements, arrangements, and or understandings between the parties regarding
the subject matter hereof.
If the foregoing clearly sets forth our understanding, will you please sign and
return to us the enclosed duplicate copy of this letter, which shall thereupon
constitute an agreement between us.
Very truly yours,
GENERAL DYNAMICS CORPORATION
\s\ ▇. ▇. ▇▇▇▇▇
▇. ▇. ▇▇▇▇▇
Vice President, Human Resources &
Administration
\s\ D. A. ▇▇▇▇▇▇
▇. ▇. ▇▇▇▇▇▇
▇▇. Vice President and General Counsel
CONSULTANT APPROVAL:
Confirmed and accepted as of January 14, 2000 by:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ###-##-####
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. Social Security Number or
Employer Identification Number
