Employment Agreement of
Patrick C. FitzPatrick
THIS AMENDMENT NUMBER 1 entered into as of this first day of May, 2002, by
and between DynCorp, a Delaware corporation (the "Company"), and Patrick C.
FitzPatrick, its Senior Vice President and Chief Financial Officer (the
"Executive"):
WHEREAS the Company and the Executive entered into that certain Employment
Contract effective November 1, 2001 (hereinafter the "Employment Contract") and
WHEREAS in consideration of the mutual undertakings herein described, the
parties desire to amend the Employment Contract in the following particulars,
but not otherwise;
NOW THEREFORE, for and in consideration of the parties' agreements
hereinafter set forth, the Employment Contract is hereby amended as follows:
1. Paragraph 1, Section 4.3.1 of the Employment Contract is hereby amended by
deleting such paragraph in its entirety and substituting the following in
lieu thereof:
"Semi-annual payments as specified in the following table, the first
of which shall be made within 5 days of the termination of the
Executive's employment with the Company, and thereafter at the end of
each of the successive six-month periods, in amounts as indicated in
such table (increased by 4% per annum for each 12 months or portion
thereof that transpires between the effective date of this Agreement
and the date such initial payment is made) without withholding or
deduction; provided that such payments shall be in consideration of
the Executive providing consulting services to the Company as an
independent contractor for the periods indicated and for up to the
number of hours per 6-month period specified in such table:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
Employment Termination Date No. of Semi-Annual Term of Maximum
Semi-Annual Payment Consulting in Hrs. Per
Pmts. Months 6-Month
Period
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Before February 1, 2003 8 $61,500 48 160
-------------------------------------------------------------------------------------------
February 1, 2003 through 7 $60,000 42 160
January 2004
-------------------------------------------------------------------------------------------
February 1, 2004 through 7 $56,500 42 160
January 2005
-------------------------------------------------------------------------------------------
February 1, 2005 through 6 $55,000 36 160
January 2006
-------------------------------------------------------------------------------------------
February 1, 2006 through 6 $46,500 36 150
January 2007
-------------------------------------------------------------------------------------------
After January 2007 5 $46,000 36 150
-------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Services to be furnished hereunder by the Executive shall be
consistent with the Executive's past service with the Company, as
requested by the President of the Company, provided further, however,
that in the event of the death or Complete Disability of the Executive
any time during the term of such consulting, the Executive or his
estate or legal representative shall be entitled to receive within 10
days of death or Complete Disability an amount equal to 50% of the
balance of such payments remaining to be paid.
2. Section 7.2 of the Employment Contract shall be amended by deleting such
section in its entirety and substituting the following in lieu thereof:
"In consideration of the covenant described in Section 7.1, the
Company agrees to pay the Executive the amount specified in the
following table (increased by 4% per annum for each 12-month period or
portion thereof that transpires between the effective date of this
Agreement and the date of termination) which shall be payable in full
within 5 days of the delivery of the release described in Section 4.3
hereof;
<TABLE>
<CAPTION>
-------------------------------------------------------------------
Employment Termination Date Covenant Payment
-------------------------------------------------------------------
<S> <C>
Before February 1 2003 $950,000
-------------------------------------------------------------------
February 1 2003 through January 2004 $900,000
-------------------------------------------------------------------
February 1 2004 through January 2005 $850,000
-------------------------------------------------------------------
February 1 2005 through January 2006 $800,000
-------------------------------------------------------------------
February 2006 through January 2007 $750,000
-------------------------------------------------------------------
After January 2007 $700,000
-------------------------------------------------------------------
</TABLE>
In the event of a breach of such covenant by the Executive, damages,
if any recoverable by the Company, shall be limited to an amount equal
to the amount of the above covenant payment times a fraction the
numerator of which shall be the number of months remaining to be
performed under the Consulting Agreement described in Section 4.3.1
hereof at the time of the breach and the denominator of which shall be
the number of months of the Executive's consulting obligation as
described in the table in Section 4.3.1."
In witness whereof, the undersigned have caused this Amendment Number 1 to be
executed effective as of the year and date set forth above.
DynCorp
By:_____________________________
Executive
/S/ Patrick C. FitzPatrick
-------------------------------
Patrick C. FitzPatrick
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