SEVERANCE PROTECTION AGREEMENT
SEVERANCE PROTECTION AGREEMENT dated ___________, by and between General Dynamics Corporation, a
Delaware corporation (the “Company”), and ___________________ (the “Executive”).
The Board of Directors of the Company (the “Board”) recognizes that the possibility of a Change in Control (as
hereinafter defined) of the Company exists and that the threat or occurrence of a Change in Control may result in the distraction
of its key management personnel because of the uncertainties inherent in such a situation.
The Board has determined that it is essential and in the best interests of the Company and its stockholders to retain the
services of the Executive in the event of the threat or occurrence of a Change in Control and to ensure the Executive’s
continued dedication and efforts in such event without undue concern for the Executive’s personal financial and employment
In order to induce the Executive to remain in the employ of the Company, particularly in the event of the threat or
occurrence of a Change in Control, the Company desires to enter into this Agreement to provide the Executive with certain
benefits in the event the Executive’s employment is terminated as a result of, or in connection with, a Change in Control.
NOW, THEREFORE, in consideration of the respective agreements of the parties contained herein, it is agreed as follows:
Section 1. Definitions. For purposes of this Agreement, the following terms have the meanings set forth below:
“Accounting Firm” has the meaning set forth in Section 5.2.
“Accrued Compensation” means an amount which includes all amounts earned or accrued by the Executive through and
including the Termination Date but not paid to the Executive on or prior to such date, including (a) all base salary,
(b) reimbursement for all reasonable and necessary expenses incurred by the Executive on behalf of the Comp