8-KLeadership ChangesMaterial Agreements

GENERAL DYNAMICS CORP 8-K Report, Material Agreement (May 3, 2006)

Filed May 3, 2006For Securities:GD

Summary

General Dynamics Corporation (GD) filed an 8-K report on May 3, 2006, to announce a significant change in its executive leadership. The company announced the appointment of L. Hugh Redd as Senior Vice President and Chief Financial Officer, effective June 1, 2006, succeeding the retiring Michael J. Mancuso. Mr. Redd brings extensive experience within General Dynamics, having joined in 1986 and holding various financial roles, including his most recent position as Vice President and Controller of General Dynamics Land Systems. This transition is accompanied by a new compensation package for Mr. Redd, including a base salary of $410,000, restricted stock and stock options valued at $560,000 at grant, and eligibility for performance-based bonuses and other executive benefits. Furthermore, the company is entering into a severance protection agreement with Mr. Redd, standard for its executive team, which provides compensation and benefits in the event of termination without cause or constructive termination following a change of control.

Key Highlights

  • 1L. Hugh Redd appointed Senior Vice President and Chief Financial Officer, effective June 1, 2006.
  • 2Mr. Redd succeeds Michael J. Mancuso, who is retiring.
  • 3Mr. Redd has a long tenure with General Dynamics, starting in 1986 and holding various financial leadership positions.
  • 4Initial annual base salary for Mr. Redd will be $410,000.
  • 5Mr. Redd will receive restricted stock and stock options with a grant value of $560,000.
  • 6A severance protection agreement is being entered into with Mr. Redd, effective June 1, 2006.
  • 7The severance agreement offers specific benefits in case of termination without cause or constructive termination post-change of control.

Frequently Asked Questions

L. Hugh Redd has been appointed as the new Senior Vice President and Chief Financial Officer, effective June 1, 2006. He will succeed Michael J. Mancuso, who is retiring.

Mr. Redd joined General Dynamics in 1986 and has held numerous financial roles within the corporation, including Senior Financial Analyst, Senior Tax Administrator, Director of Treasury Planning and Analysis, and Staff Vice President and Assistant Treasurer. Most recently, he served as Vice President and Controller of General Dynamics Land Systems since 2000. He also has prior experience at Arthur Andersen.

Mr. Redd's compensation includes an initial annual base salary of $410,000. He will also receive a grant of restricted stock and stock options with a combined value of $560,000 at the time of the grant. He is eligible for performance-based bonuses and other standard executive benefits.

The severance protection agreement, effective June 1, 2006, provides Mr. Redd with specific payments and benefits if his employment is terminated by the company without cause, or by him due to constructive termination, particularly in connection with or within 24 months after a change of control. Benefits generally include payment of accrued compensation, a severance payment up to 2.99 times his annual salary and bonus, continued welfare benefits, additional service credits for post-retirement benefits, and outplacement services.