Second Amendment to Newport News Shipbuilding Inc. Retirement Benefit Restoration Plan

Summary

This amendment updates the Newport News Shipbuilding Inc. Retirement Benefit Restoration Plan. It changes the definition of "Change in Control" to include the completion of a merger offer involving General Dynamics Corporation, Grail Acquisition Corporation, and Newport News Shipbuilding Inc. It also expands eligibility for certain employees at ECP Level 5 or above. All other terms of the plan remain unchanged. The amendment is governed by Virginia law and is effective immediately before the merger offer is completed.

EX-10.7 8 dex107.txt SECOND AMENDMENT TO RETIREMENT RESTORATION PLAN EXHIBIT 10.7 SECOND AMENDMENT TO NEWPORT NEWS SHIPBUILDING INC. RETIREMENT BENEFIT RESTORATION PLAN The Newport News Shipbuilding Inc. Retirement Benefit Restoration Plan (the "Plan") is hereby amended, 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 Newport News Shipbuilding Inc. (the "Company"), dated as of April 24, 2001), as follows: 1. Section 2.7 (the definition of "Change in Control") is amended by adding a new clause (vi) thereof to 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)." 2. Section 3.1(a) is amended by adding the following phrase immediately preceding the end thereof: "or the employee is in a position designated as ECP Level 5 or above" Full Force and Effect. Except as expressly amended hereby, the Plan 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 ------------- accordance with the laws of the Commonwealth of Virginia applicable to agreements made and entirely to be performed within such jurisdiction. 2 IN WITNESS WHEREOF, this Amendment is hereby executed this _____ day of _______, 2001. NEWPORT NEWS SHIPBUILDING INC. By:_______________________ Vice President, Human Resources and EH&S ATTEST: By:_________________________ Title: