EX-10.2 2 tgi-ex102_352.htm EX-10.2, AMENDMENT 1 TO EXECUTIVE CIC SEVERANCE PLAN tgi-ex102_352.htm

Exhibit 10.2

 

AMENDMENT NO. 1
TO
TRIUMPH GROUP, INC.
EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN

This Amendment No. 1 (this “Amendment”) amends the Triumph Group, Inc. Executive Change in Control Severance Plan, effective February 19, 2019 (the “CIC Plan”), effective February 10, 2020.

1.Amendment to the CEO Severance Multiple. Section 3.2(b)(i) of the CIC Plan, setting forth the cash severance multiple for the CEO, is hereby deleted in its entirety and replaced with the following:

“(i) three (3) for the CEO;”

2.Amendment to the Benefits Continuation Period.  Section 3.2(f)(i) of the CIC Plan, setting forth the benefits continuation period for the CEO, is hereby deleted in its entirety and replaced with the following:

“(i) thirty-six (36) months following the CEO’s Effective Date of Termination for the CEO;”   

3.Amendment to Exhibit B to the CIC Plan.  The table in Exhibit B to the CIC Plan, summarizing the severance benefits payable to the CEO, Band 6 Executives and Band 5 Executives under the CIC Plan, is hereby deleted in its entirety and replaced with the following:

 

CEO

Band 6 Executives

Band 5 Executives

Salary/Bonus Severance

 

 

 

Base Salary

3.0x

1.5x

1.0x

Highest Annual Bonus1

3.0x

1.5x

1.0x

Current Year Bonus

Prorated @ target

Prorated @ target

Prorated @ target

Equity

 

 

 

Time-Based and Cash LTI

Full acceleration

Full acceleration

Full acceleration

Performance-Based

Full acceleration @ target

Full acceleration @ target

Full acceleration @ target

Other

 

 

 

Benefits Continuation

36 months

18 months

12 months

Outplacement

$50,000 stipend

$20,000 stipend

$5,000 stipend

401(k) Plan

Payment equal to 2.0x maximum annual company 401(k) contribution match

Payment equal to 1.5x maximum annual company 401(k) contribution match

Payment equal to 1.0x maximum annual company 401(k) contribution match

 

1 Highest Annual Bonus” means the higher of (i) an Executive’s average annual bonus earned in each of the last three completed annual performance periods; and (ii) the current target bonus opportunity in the fiscal year in which a Qualifying Termination occurs.

 

 

4.No Other Amendments. Except as amended as set forth in this Amendment, the CIC Plan remains in full force and effect.  

5.Governing Law. This Amendment and all determinations made and actions taken pursuant hereto shall be governed by the substantive laws, but not the choice of law rules, of the State of Delaware.

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