Exhibit 10.63
EXECUTIVE EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT
AGREEMENT ("Agreement"),
dated as of the ___ day of ___________, 20__ (“Effective
Date”), between REMINGTON ARMS COMPANY, INC., a Delaware
corporation ("Employer"), and ______________________ ("Executive").
For purposes of this Agreement, Employer and Executive each may be
referred to individually as a “Party” and together as
the “Parties”.
RECITALS
:
I. 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 ("Business"); and,
II. Employer
desires to employ Executive as the ________________ of Employer,
and Executive desires to be employed by Employer in that capacity,
in each case upon the terms and conditions more specifically set
forth in this Agreement.
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:
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1.
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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.
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2.
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Term; Position and
Responsibilities: Location .
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(a)
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Term of Employment
. Pursuant to the terms of this
Agreement, Employer shall employ Executive for a term commencing on
the Effective Date and terminating as provided in Section 6. The
period during which Executive is employed pursuant to this
Agreement shall be referred to as the "Employment
Period".
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(b)
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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 or the Company’s
shareholders, as applicable, may determine from time to time.
Executive shall have such duties and responsibilities as are
customarily held by individuals serving in the position of
________________, and such other duties consistent with Executive's
position as the Board may specify from time to time. Executive will
devote all of Executive’s 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
5(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 boards of directors and the
fulfillment of civic responsibilities or to service on
the
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boards of such legal entities as
Executive is serving on as of the Effective Date or which Executive
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). Executive hereby represents that Executive does
not serve on any boards or civic organizations at this
time.
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(c)
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Location . Executive's primary work location shall be at
the Company headquarters in Madison, North Carolina .
Company will, subject to its
standard relocation policies and practices; relocate Executive to
the Madison, North Carolina area.
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(d)
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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 2 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 2 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.
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3.
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Incentive Compensation .
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(a)
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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 ("Annual Incentive
Compensation Plan") at a targeted level specified in Section 3 of
“Attachment A” and commensurate with Executive’s
position and duties with Employer based on reasonable performance
targets established from time to time by the Board or a committee
thereof.
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(b)
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Equity . During the Employment Period, Executive shall
be eligible to participate in the 2008 Freedom Group, Inc. Stock
Incentive Plan.
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(c)
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Other Incentive Plans
. During the Employment Period,
Executive shall be eligible to participate in any other bonus or
incentive plans which Employer may hereafter establish in which
other senior executive officers of Employer are eligible to
participate.
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4.
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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
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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.
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(a)
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Business Travel
. During the Employment Period,
Employer shall reimburse Executive for reasonable travel, lodging,
meal and other reasonable expenses incurred by Executive in
connection with Executive’s 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, Executive’s personal representative) for expenses
incurred by Executive on behalf of Employer prior to the date of
Executive’s termination of employment to the extent such
expenses have not been previously reimbursed by Employer pursuant
to this Section 5(a).
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(b)
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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.
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6.
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Termination of Employment
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(a)
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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 6(f)(ii) below. If
Employer desires to terminate Executive's employment due to
Executive's Disability, it shall give notice to Executive as
provided in Section 6(e) below. For purposes of this Agreement, the
term "Disability" shall mean a physical or mental disability that
prevents the performance by Executive of Executive’s 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 or a committee thereof (in each case acting in camera,
without any input or participation by Executive) following an
evaluation from an independent physician selected by Employer and
reasonably acceptable to Executive and shall be final and binding
on the Parties hereto. For purposes of clarity and avoidance of
doubt, Executive understands and agrees that Executive shall be
recused from participating in any such determination, and that any
deliberations or actions taken by the Board or relevant committee
with respect to such matter shall be carried out in private,
outside the presence of Executive.
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(b)
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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 6(e) below. For purposes of this Agreement,
"Cause" shall mean (i) the failure of Executive substantially to
perform Executive’s duties hereunder (other than any such
failure due to physical or mental illness) or other material breach
by Executive of any of Executive’s obligations hereunder,
after a demand for substantial performance or demand for cure of
such
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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 Executive’s duties
or breached Executive’s 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 or equity-holders, (iii) Executive's
conviction of, or entering a plea of nolo contendere to, a crime
that constitutes a felony, or (iv) Executive's violation of any
provision of Employer's business ethics or other lawful policies
that has resulted or would reasonably be expected to result in
material injury to Employer or any of its affiliates or
equity-holders, but only after a demand for cure of such violation
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 violated a material provision
of Employer's business ethics or other policies.
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(c)
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Termination Without
Cause . Employer may
terminate Executive's employment at any time "Without Cause". If
Employer desires to terminate Executive's employment Without Cause,
it shall give notice to Executive as provided in Section 6(e)
below. 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 6(a) above or for Cause
as defined in Section 6(b) above.
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(d)
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Termination by
Executive . Executive may
terminate Executive’s employment at any time. If Executive
desires to terminate Executive’s Employment for Good Reason,
Executive shall give notice to Employer as provided in Section 6(e)
below. Notwithstanding the foregoing, Executive may not terminate
Executive’s employment for Good Reason if Employer has,
within fifteen (15) days of receipt of Executive's written notice
of Executive’s desire to terminate Executive’s
employment for Good Reason, cured the conduct alleged to give rise
to the basis for the Good Reason termination. For purposes of this
Agreement, the term "Good Reason" shall mean a termination of
employment by Executive within thirty (30) days following the
occurrence of any of the following events, in each case 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 Executive’s Incentive Compensation
Target Opportunity pursuant to Section 3 and as set forth on
“Attachment A,” (iii) a material breach by Employer of
any of its material obligations hereunder.
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(e)
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Notice of Termination
. Any termination of Executive's
employment by Employer pursuant to Section 6(a), 6(b) or 6(c)
above, or by Executive pursuant to Section 6(d) above, shall be
communicated by delivery of a written "Notice of Termination"
addressed to the receiving Party pursuant to Section 19 (f) below.
For purposes of this Agreement, the term "Notice of Termination"
shall mean 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 6(h) below 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
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asserting such fact or circumstance
in enforcing Executive's or Employer's rights hereunder.
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(f)
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Payments Upon Certain Terminations
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(i)
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In consideration of the covenants
set forth Section 6(g) below, and provided that Executive remains
in full compliance with the post-employment undertakings set forth
in herein, if Executive's employment is terminated by Employer
Without Cause, or if Executive terminates Executive’s
employment for Good Reason, Employer shall pay or provide to
Executive, as severance payments and benefits (collectively,
“Severance”), the following:
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A.
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Executive shall receive his Base
Salary for the period from the Date of Termination (as defined in
Section 6(h) below) through the expiration of the Severance Period
as set forth on Section 4 of “Attachment A,” which
amount shall be paid in semi-monthly installments as provided in
Section 2 above;
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B.
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Executive shall receive the product
of:
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(i)
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the amount of incentive compensation
that would have been payable to Executive pursuant to Sections
3(a), 3(c) and 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
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(ii)
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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;
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C.
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Executive shall be entitled to
continued participation in Employer's group medical benefits plan
pursuant to the Consolidated Omnibus Budget Reconciliation Act of
1985 ("COBRA"), at Employer's expense, until the earlier of (i) the
conclusion of the Severance Period and (ii) the date on which
Executive first becomes eligible for substantially equivalent
insurance coverage provided by any other entity following
termination; provided , however, that in the event Employer cannot
reasonably provide Executive and Executive’s dependents with
coverage under Employer's group medical benefits plan for the full
Severance 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 medical
benefits plan.
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(ii)
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If Executive’s employment
hereunder is terminated due to Executive’s death or
Disability, or if Employer terminates Executive's employment
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Cause, Employer shall pay Executive
Executive’s 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 6(f)(i)(B) above (but excluding any time between
the onset of a physical or mental disability that prevents the
performance by Executive of Executive’s duties hereunder and
the resulting Date of Termination). In these circumstances,
Executive shall not be entitled to any severance compensation under
any severance compensation plan of Employer; provided , however, that 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 Executive’s designated
beneficiary in the case of death) no later than two and one-half (2
1/2 ) months
following the end of the calendar year in which Executive's
employment terminates on account of death or Disability.
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(iii)
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Notwithstanding anything to the
contrary in this Agreement, in the event of Employee's voluntary
termination without Good Reason or Executive’s termination
for Cause, Employer shall have the right to continue to pay
Employee's Base Salary for a period of up to twelve (12) months
following the Date of Termination (which period shall also be
referred to as the Severance Period), paid in semi-monthly
installments as provided in Section 2 in exchange for
Executive’s compliance with the covenants contained
herein.
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(g)
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Conditions to Payments Upon Certain
Terminations
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(i)
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In consideration of the severance
payments and benefits provided in Section 6(f), Employee agrees to
(A) waive all rights to post termination benefits (other than
vested equity awards and vested benefits under Employer's
tax-qualified and non-qualified deferred compensation plans, if
any, after the Date of Termination), (B) waive any claims to other
severance or termination payments or benefits, and (C) execute a
general release f
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