Exhibit 10
Arrangement with Executive
In December 1996, the registrant entered into an incentive arrangement with
Xxxxxxxx X. Xxxxxx ("Executive") in connection with pending negotiations to sell
registrant's Marine Systems Group (the "Sale Transaction"), of which Executive
was the Group Vice President. In consideration for Executive's agreement to,
among other things, maximize the value to registrant of the Sale Transaction,
the registrant agreed to pay Executive an amount equal to one percent of the
amount by which the purchase price paid by the buyer in the Sale Transaction
exceeds $140,000,000. In February 1997, the registrant entered into a revised
incentive arrangement with Executive providing that, although the Asset Purchase
Agreement with Xxxxxx Aircraft Company provides for a purchase price of
$141,000,000, inasmuch as the Agreement also provides for a post-closing
adjustment to the purchase price, and certain assets of the Marine Systems Group
were not included in those to be conveyed to the purchaser, the registrant will
also pay the Executive one percent of (a) any amount by which the purchase price
exceeds $141,000,000, after applying the post-closing adjustment, and (b) the
amount received by registrant in respect of certain accounts receivable not
included in the assets conveyed to the purchaser, which accounts receivable were
recorded on the registrant's books at approximately $10,800,000 at the time of
the sale.
