|
Exhibit 10.6
2007 EXECUTIVE EMPLOYMENT
AGREEMENT
THIS 2007 EMPLOYMENT AGREEMENT (this " Agreement "),
dated as of the 31 st day of May, 2007, between
REMINGTON ARMS COMPANY, INC., a Delaware corporation ("
Employer "), and Mark Little (" Executive ").
R E C I T A L S :
1.
Employer is engaged in the business of designing,
manufacturing, marketing, and selling (a) sporting goods
products, including, by way of illustration, firearms and
ammunition, as well as hunting and gun care accessories and clay
targets, for the global hunting and shooting sports marketplace,
and (b) products with law enforcement, military and government
applications, including, by way of illustration, surveillance
technology products and powdered metal products (the "
Business ") . Executive is experienced in, and
knowledgeable concerning, all aspects of the Business.
2. Executive
has heretofore been employed by Employer as the Chief
Administrative Officer of Employer pursuant to the terms of an
Executive Employment Agreement dated August 26, 1999 (the "
Predecessor Agreement "). Employer desires to continue to
employ Executive, and Executive desires to continue to be employed
by Employer.
NOW, THEREFORE, in consideration of the mutual covenants
and obligations herein and the compensation and benefits Employer
agrees herein to pay Executive, and of other good and valuable
consideration, the receipt of which is hereby acknowledged,
Employer and Executive agree as follows:
1.
Agreement to Employ . Upon the terms and subject to the
conditions of this Agreement, Employer hereby employs Executive,
and Executive hereby accepts employment by Employer.
|
|
2.
|
Term; Position and Responsibilities
.
|
(a)
Term of Employment . Pursuant to the terms of this
Agreement, Employer shall continue to employ Executive for the term
commencing on the date hereof and terminating as provided in
Section 7 . The period during which Executive is
employed pursuant to this Agreement shall be referred to as the "
Employment Period ".
(b)
Position and Responsibilities . During the Employment
Period, Executive will serve in the executive position specified in
Section 1 of Attachment A or in such other
executive position as the Board of Directors of Employer (the "
Board ") may determine from time to time. Executive shall
have such duties and responsibilities as are customarily assigned
to individuals serving in the position to which he is assigned, and
such other duties consistent with Executive’s position as the
Board or Chairman may specify from time to time. Executive will
devote all of his skill, knowledge and working time to the
conscientious performance of the duties of such position or
positions (except for ( i ) vacation time as set forth
in Section 6(b) hereof and absence for sickness or
similar disability and ( ii ) to the extent that it
does not interfere
with the performance of Executive’s duties
hereunder, (A) such reasonable time as may be devoted to
service on outside charitable boards of directors and the
fulfillment of civic responsibilities or to service on the boards
of such corporations as Executive is serving on the date hereof or
which he may hereafter join with the consent of the Board and
(B) such reasonable time as may be necessary from time to time
for personal financial matters).
3.
Base Salary . As compensation for the services to be
performed by Executive during the Employment Period, Employer will
pay Executive the annual base salary specified in Section 2 of
Attachment A . The Board will review Executive’s
base salary annually during the Employment Period and, in the
discretion of the Board, may increase (but may not decrease) such
base salary from time to time based upon the performance of
Executive, the financial condition of Employer, prevailing industry
salary levels and such other factors as the Board shall consider
relevant. The annual base salary payable to Executive under this
Section 3 , as the same may be increased from time to
time and without regard to any reduction therefrom in accordance
with the next sentence, shall hereinafter be referred to as the "
Base Salary ". The Base Salary payable under this
Section 3 shall be reduced to the extent that Executive
elects to defer such Base Salary under the terms of any deferred
compensation, savings plan or other voluntary deferral arrangement
maintained or established by Employer. The pay period under this
Agreement shall equal one (1) month, and Employer shall pay
Executive the Base Salary for each pay period in semi-monthly
installments or in such other installments as are paid to other
executives of Employer.
|
|
4.
|
Incentive Compensation .
|
(a)
Annual Incentive Compensation During the Employment Period,
Executive shall be eligible to participate in Employer’s
annual incentive compensation plan for its executive officers as in
effect from time to time (the " Annual Incentive Compensation
Plan "), at a targeted level specified in Section 3
of Attachment A , and commensurate with his position
and duties with Employer based on reasonable performance targets
established from time to time by the Board or a committee
thereof.
(b)
Other Incentive Plans. During the Employment Period,
Executive shall be eligible to participate in the Remington Arms
Company, Inc. 2006 Long Term Incentive Plan (the " Long Term
Incentive Plan ") and in any other bonus or incentive plans
which Employer may hereafter establish in which other senior
executive officers of Employer are eligible to participate.
5.
Employee Benefits . During the Employment Period (and
thereafter to the extent provided under the terms of
Employer’s employee benefit plans or programs), Executive
shall be eligible to participate in any employee benefit plans and
programs as in effect from time to time generally made available to
similarly situated executives of Employer, in a manner consistent
with the terms and conditions of each such plan or program and on a
basis that is commensurate with Executive ’ s
position and duties with Employer hereunder. In the event of a
conflict between any benefit plan or program and this Agreement,
the terms of this Agreement shall govern.
2
(a)
Business Travel . During the Employment Period, Employer
shall reimburse Executive for reasonable travel, lodging, meal and
other reasonable expenses incurred by him in connection with his
performance of services hereunder upon submission of evidence,
satisfactory to Employer, to support the existence and purpose of
the incurred expense and otherwise in accordance with
Employer’s business travel reimbursement policy applicable to
senior executives as in effect from time to time. In the event
Executive’s employment hereunder terminates for any reason,
Employer shall reimburse Executive (or in the event of death, his
personal representative) for expenses incurred by Executive on
behalf of Employer prior to the date of his termination of
employment to the extent such expenses have not been previously
reimbursed by Employer pursuant to this Section 6(a)
.
(b)
Vacation and Sick Leave . During the Employment Period,
Executive shall be entitled to vacation and sick leave as
determined in accordance with the prevailing policies of Employer
applicable to senior executives.
|
|
7.
|
Termination of Employment .
|
(a)
Termination Due to Death or Disability . In the event that
Executive’s employment hereunder terminates due to death or
is terminated by Employer due to Executive’s Disability (as
defined below), no termination benefits shall be payable to or in
respect of Executive except as provided in
Section 7(f)(ii) . If Employer desires to terminate
Executive’s employment due to Executive’s Disability,
it shall give notice to Executive as provided in Section
7(e) . For purposes of this Agreement, " Disability "
shall mean a physical or mental disability that prevents the
performance by Executive of his duties hereunder lasting for a
period of one hundred eighty (180) days or longer, whether or not
consecutive, in any twelve (12) month period. The determination of
Executive’s Disability shall be made by the Board after
receiving an evaluation from an independent physician selected by
Employer and reasonably acceptable to Executive and shall be final
and binding on the parties hereto.
(b)
Termination by Employer for Cause . Employer may terminate
Executive for Cause. If Employer desires to terminate
Executive’s employment for Cause, it shall give notice to
Executive as provided in Section 7(e) . For purposes of this
Agreement, " Cause " shall mean ( i ) the
failure of Executive substantially to perform his duties hereunder
(other than any such failure due to physical or mental illness) or
other material breach by Executive of any of his obligations
hereunder, after a demand for substantial performance or demand for
cure of such breach is delivered, and a reasonable opportunity to
cure is given, to Executive by Employer, which demand identifies
the manner in which Employer believes that Executive has not
substantially performed his duties or breached his obligations, (
ii ) Executive’s gross negligence or serious
misconduct that has caused or would reasonably be expected to
result in material injury to Employer or any of its affiliates, (
iii ) Executive’s conviction of, or entering a
plea of nolo contendere to, a crime that constitutes
a felony, or ( iv ) violation of any provision of
Employer’s business ethics policy.
3
(c)
Termination Without Cause . Employer may terminate Executive
" Without Cause ". If Employer desires to terminate
Executive’s employment Without Cause, it shall give notice to
Executive as provided in Section 7(e) . For purposes of this
Agreement, a termination "Without Cause" shall mean a termination
of Executive’s employment by Employer other than as described
in Section 7(a) or for Cause as defined in
Section 7(b) .
(d)
Termination by Executive . Executive may terminate his
employment at any time. If Executive desires to terminate for Good
Reason, he shall give notice to Employer as provided in Section
7(e) . Notwithstanding the foregoing, Executive may not
terminate his employment for Good Reason if Employer has, within
fifteen (15) days of the receipt of Executive’s written
notice of his desire to terminate for Good Reason, cured the
conduct alleged to give rise to the basis for the Good Reason
termination. For purposes of this Agreement, " Good Reason"
shall mean a termination of employment by Executive within thirty
(30) days following the occurrence of any of the following events
without Executive’s consent: ( i ) the assignment
of Executive to a position the duties of which are a material
diminution of the duties contemplated by Section 2(b)
hereof, ( ii ) a reduction of Executive’s Base
Salary or his Incentive Compensation Target Opportunity pursuant to
Section 4 and as set forth on Attachment A
, ( iii ) the assignment of Executive to a principal
office located beyond a 50-mile radius of Executive’s then
current work place, or ( iv ) a material breach by
Employer of any of its obligations hereunder.
(e)
Notice of Termination . Any termination of Executive’s
employment by Employer pursuant to Section 7(a) ,
7(b) or 7(c) , or by Executive pursuant to
Section 7(d) , shall be communicated by a written "
Notice of Termination " addressed to the other party to this
Agreement. A " Notice of Termination " means a written
notice which (i) indicates the specific termination provision in
this Agreement relied upon, (ii) sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for
termination of Executive’s employment under the provision so
indicated, and (iii) subject to the provisions of Section
7(i) , specifies the effective date of termination. The failure
by Executive or Employer to set forth in the Notice of Termination
any fact or circumstance which contributes to a showing of the
reason given for the termination of Executive’s employment
shall not waive any right of Executive or Employer hereunder or
preclude Executive or Employer from asserting such fact or
circumstance in enforcing Executive’s or Employer’s
rights hereunder.
|
|
(f)
|
Payments Upon Certain Terminations
.
|
(i) If
Executive’s employment is terminated by Employer Without
Cause or Executive terminates his employment for Good Reason,
Employer shall pay or provide to Executive as severance payments
and benefits the following:
|
|
A.
|
Executive shall receive his Base Salary for the
period from the Date of Termination (as defined in
Section 7(i) below) through the expiration of the
Severance Period as set forth on Attachment A , paid in
semi-monthly installments as provided in Section 3
.
|
4
|
|
B.
|
Executive shall receive the product of
|
|
|
(i)
|
the amount of incentive compensation that would
have been payable to Executive pursuant to the Annual Incentive
Compensation Plan for the calendar year in which his employment
terminates with achievement of performance objectives determined as
of the Date of Termination, multiplied by
|
|
|
(ii)
|
a fraction, the numerator of which is equal to
the number of days in such calendar year that precede the Date of
Termination and the denominator of which is 365.
|
|
|
C.
|
Executive shall receive the amount of any
incentive compensation earned and payable under the terms of the
Long Term Incentive Plan as of the Date of Termination.
|
|
|
D.
|
Subject to the other terms and conditions of this
subsection (D), Executive and his dependents shall be permitted to
participate in the health, dental and prescription drug benefits
provided to active employees and their dependents under
Employer’s Group Benefits Plan until Executive attains age 65
or, if later, the end of the Severance Period (" Continuation
Coverage "). Executive shall be responsible for paying the
premium charged for such Continuation Coverage at the applicable
active employee rate. The Continuation Coverage provided to
Executive and his dependents is intended to satisfy the
continuation of coverage requirements of Section 4980B of the Code
and Part 6 of Title I of the Employee Retirement Income Security
Act of 1974, as amended (" COBRA "). In the event that the
period of Continuation Coverage expires prior to the end of the
period of continuation coverage to which Executive and his
dependents would be entitled under COBRA (the " COBRA Period
"), Executive and his dependents may elect continuation coverage
under COBRA (" COBRA Coverage ") for the remainder of the
COBRA Period. Executive and his dependents shall be responsible for
paying the full amount of the premium charged for such COBRA
Coverage under the Employer’s Group Benefits Plan.
|
Notwithstanding the foregoing provisions of this
subsection (D), in the event that the Continuation Coverage for
whatever reason does not satisfy the continuation of coverage
requirements of COBRA, Executive and his dependents shall be
entitled to elect COBRA Coverage in lieu of the Continuation
Coverage described in this subsection (D). In such event, Executive
and his dependents shall be responsible for paying the full amount
of the premiums charged for such COBRA Coverage under the
Employer’s Group Benefits Plan, and Employer shall no longer
have any obligation to provide Executive and his dependents with
the Continuation Coverage described in this subsection
(D).
5
In the event Employer cannot reasonably provide
Executive and his dependents with coverage under Employer’s
Group Benefits Plan for the full Continuation Coverage period,
Employer may provide coverage under one or more alternative plans
or arrangements providing substantially equivalent coverage to the
coverage then being provided to active employees and their
dependants under Employer’s group benefits plan.
|
|
E.
|
During the Severance Period Employer shall
reimburse Executive for the premiums paid to continue coverage
under any supplemental long-term disability policy maintained by
Executive as of January 1, 2007.
|
|
|
F.
|
During the Severance Period Executive shall be
entitled to continue to participate in the Remington Arms Company,
Inc. All Groups Life Insurance Plan (the " Life Insurance
Program ") as in effect from time to time. Employer shall be
responsible for paying the premiums for such coverage.
|
|
|
G.
|
During the Severance Period, Executive shall
continue to receive financial planning services pursuant to The
Comprehensive (or Executive) Counseling Program (the " Financial
Planning Services Program ") as in effect from time to time.
With respect to each calendar year during the Severance Period,
Employer shall report as income to Executive for federal and state
income tax purposes the value of the financial planning services
received by Executive for such calendar year pursuant to the
Financial Planning Services Program. In addition, Employer shall
pay to Executive a payment equal to the amount necessary to pay the
federal and state income taxes imposed upon Executive as a result
of the receipt of the financial planning services ( i.e. , a
gross-up payment). For purposes of determining the amount of the
gross-up payment, Executive shall be deemed to pay federal income
taxes at the highest marginal rate of federal income taxation for
individuals in the calendar year in which the gross-up payment is
paid. In addition, Executive shall be deemed to pay state income
taxes at a rate determined in accordance with the following
formula:
|
(1 – [highest marginal rate of federal
income taxation for individuals]) X (highest marginal rate of
income tax in the state in which Executive is domiciled for
individuals in the calendar year in which the gross-up payment is
paid).
The amount of the gross-up payment shall be determined by
Employer’s outside independent accountants and shall be final
and binding on Employer and Executive. The gross-up payment shall
be paid to Executive in a single lump sum payment on or prior to
December 31 of each calendar year during which the financial
services are provided pursuant to this Section (7)(f)(i)(G)
.
6
|
|
H.
|
Executive shall receive his vested accrued
benefits under the Remington Arms Company, Inc. Pension and
Retirement Plan and the Remington Arms Company 401(k) Plan in
accordance with the terms and provisions of such plans as in effect
from time to time.
|
|
|
I.
|
Subject to the provisions of Section 7(h)
, Executive shall receive his benefit under the SERP (as defined in
Section 7(h)) in accordance with the terms and provisions of
the SERP as in effect from time to time.
|
(ii) Upon
his death or Disability or if Employer terminates Executive’s
employment for Cause, Employer shall pay Executive his full Base
Salary through the Date of Termination, plus, in the case of
termination upon Executive’s death or Disability, a pro rata
amount of incentive compensation pursuant to the Annual Incentive
Compensation Plan calculated in the same manner as Section
7(f)(i)(B) above (but excluding any time between the onset of a
physical or mental disability that prevents the performance by
Executive of his duties hereunder and the resulting Date of
Termination). Executive shall not be entitled to severance
compensation under any severance compensation plan of Employer when
Executive receives compensation under this
Section 7(f)(ii) . Other than severance compensation,
any benefits payable to or in respect of Executive under any
otherwise applicable plans, policies and practices of Employer
shall not be limited by this provision. Any payments required to be
made on account of Executive’s death or Disability shall be
made to Executive or his designated beneficiary in the case of
death no later than two and one-half (2½) months following
the end of the calendar year in which Executive’s employment
terminates on account of death or Disability.
(iii) Notwithstanding
anything to the contrary in this Agreement, in the event of
Employee’s voluntary termi
|