Second Amendment to Newport News Shipbuilding Inc. Deferred Compensation Plan for Nonemployee Directors

Summary

This amendment updates the Newport News Shipbuilding Inc. Deferred Compensation Plan for Nonemployee Directors. It states that if there is a change in control of the company, all participants will receive a cash payout of their deferred compensation accounts as soon as possible after the change. The plan will then terminate. The amendment also specifies how the value of stock-based accounts will be calculated in such an event. All other terms of the plan remain unchanged. The amendment is governed by Virginia law.

EX-10.10 11 dex1010.txt SECOND AMENDMENT TO DEFERRED COMPENSATION PLAN EXHIBIT 10.10 SECOND AMENDMENT TO NEWPORT NEWS SHIPBUILDING INC. DEFERRED COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS The Newport News Shipbuilding Inc. Deferred Compensation Plan for Nonemployee Directors (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., dated as of April 24, 2001), as follows: 1. A new Section 6.06 is hereby added to read as follows: "6.06 Termination Upon a Change in Control. Notwithstanding anything to the contrary in the Plan, and notwithstanding any Participant's prior elections with respect to distribution of the Participant's Deferred Compensation Account, upon the occurrence of a Change in Control (within the meaning of the Company's Change in Control Severance Benefit Plan for Key Executives), the Company shall pay each Participant as soon as practicable following such Change in Control an amount in cash equal to the amount credited to such Participant's Deferred Compensation Account, and this Plan shall terminate following such payments. For purposes of this Section 6.06, (i) the amount credited to the portion of a Participant's Deferred Compensation Account (including any Company Match Account) that is deemed to be invested in the Newport News Shipbuilding Inc. Stock Index shall be valued assuming that the per share price of the Company's common stock on the date of such Change in Control is equal to the per share offer price paid or to be paid by any person in connection with a tender offer for the shares of Company common stock (if such offer price is higher than the then current market per share price of the Company's common stock), and (ii) the amount credited to each Participant's Deferred Compensation Account shall be determined immediately following such Change in Control (and without regard to whether any such date would otherwise be a Valuation Date)." 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. 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: