Exhibit 10.1
Remington Arms Company,
Inc.
SPECIAL
RETENTION
AND SEVERANCE PLAN
SPECIAL
RETENTION
AND SEVERANCE PLAN
REMINGTON
ARMS COMPANY, INC.
PLAN DESCRIPTION
The objective of this Special
Retention and Severance Plan (“Plan”) for Remington
Arms Company, Inc. (“Company”) is to enhance the
retention of selected critical employees ("Participants") for the
purpose of the effective management and operation of the Company's
manufacturing, marketing and administrative operations by adopting
a consistent Company approach to retention and severance
agreements. The Participants' unique skills, experience and
knowledge are critically important to the Company to ensure the
continued smooth operation of the Company and sustained production,
marketing and sales of Company products. Without these
Participants, Company operations, manufacturing, marketing and
sales activities, goals and objectives will suffer.
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II.
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ELIGIBILITY AND
PARTICIPATION
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Eligibility and participation in the
Plan is limited to Participants who are selected and approved for
participation by the Special Retention Plan Committee
("Committee"). A “Participant” is defined as a Company
employee selected by the Committee and who has critical skills and
does not report directly to the Chief Executive Officer. To be
eligible for this Plan, Participants must satisfy, among other
requirements, the following:
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1.
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Satisfactorily perform all
responsibilities assigned, including but not limited to
consistently meeting established leadership, efficiency and quality
standards;
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2.
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Maintain a high degree of
professional and appropriate conduct;
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3.
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Remain an employee in good standing;
and,
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4.
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Not disclose, either directly or
indirectly, participation in the Plan or the terms and conditions
of the RETENTION
AND SEVERANCE AGREEMENT to another employee of the Company or third
party, except as allowed in the RETENTION AND SEVERANCE AGREEMENT.
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Note
: It is understood that certain
employees may have entered into employment and/or severance
agreements with the Company before the adoption of this Plan.
Nothing in this Plan changes, modifies, adds to, or amends those
agreements which are in full force and effect in accordance with
their terms. To maintain consistency, the Committee may offer
participation in the Plan to those employees who may have entered
into employment and/or severance agreements with the Company before
the adoption of this Plan – but their participation shall not
be a requirement of continued employment.
The Plan is administered by the
Committee comprised of the Company [a] Chief Executive Officer, [b] Chief Operating Officer; and,
[c] Vice President of Human Resources. The Committee
has the authority to administer and construe the Plan, with the
advice of the Company General Counsel, and to determine whether the
Severance
Benefit, as defined in the
RETENTION AND SEVERANCE AGREEMENT, is payable under the Plan. It shall
be the responsibility of the Vice President of Human Resources to
ensure the involvement of the General Counsel in meetings,
discussions, modifications and amendments to the Plan. The function
of the Committee will be to:
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2.
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Recommend and approve all Plan
changes or modifications;
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3.
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Determine eligibility for
participation in the Plan and payments made to Participants in the
Plan; and,
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The decision of the Committee shall
be final and binding on all Participants under the Plan.
The Plan will be funded and payable
out of the general Company funds. Severance Benefit amounts paid,
if applicable, under the Plan will be in accordance with the
Company’s standard payroll practices and will be less all
required deductions for federal, state and local taxes, and
applicable garnishments and will be paid in the regular course of
the Company’s business, subject to the requirements of
the RETENTION
AND SEVERANCE AGREEMENT. The Participant must execute
the GENERAL
RELEASE AND WAIVER OF CLAIMS pursuant to RETENTION AND SEVERANCE AGREEMENT. No Severance Benefit payment made
under this Plan will be eligible for any contributions or matching
under the Company's savings plan or included in any calculation for
retirement purposes, if applicable.
Neither this Plan nor any action
taken pursuant to this Plan shall imply a contract of employment or
any right to be retained in the employ of the Company or any
Company affiliate or to modify the employee's status as an
“at-will” employee. The Plan, including any amendment
or addendum hereto, constitutes the entire Plan and understanding
of the Company with respect to the Special Retention and Severance
Plan.
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IV.
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PRINCIPAL PROVISIONS OF THE
PLAN
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The following provisions will govern
Participants selected for participation under this Plan:
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1.
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A Participant must be and remain an
employee in good standing with the Company to participate in the
Plan.
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2.
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Participation in the Plan will not
be a condition of continued employment with the Company.
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3.
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Participation in the Plan is subject
to the terms and conditions of the RETENTION AND SEVERANCE AGREEMENT and the letter accompanying the
RETENTION AND SEVERANCE AGREEMENT.
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4.
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Payments, if applicable, will be
made to the Participant in accordance with the RETENTION AND SEVERANCE AGREEMENT.
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5.
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In the event a Participant is
terminated for cause by the Company, the Participant will be
disqualified from the Plan and no Severance Benefit payment will be
made to the Participant under this Plan, except as provided in
the RETENTION
AND SEVERANCE AGREEMENT.
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6.
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In the event a Participant is
terminated by the Company for reasons other than cause, the
Participant will be eligible to receive payment of the Severance
Benefit under this Plan and in accordance with the
RETENTION AND SEVERANCE AGREEMENT.
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7.
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In the event the Participant passes
away, the Participant's spouse or estate will not receive payment
of the Severance Benefit, except as provided in the
RETENTION AND SEVERANCE AGREEMENT.
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8.
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In the event the Participant
voluntarily resigns employment or retires, the Participant will be
disqualified from the Plan and no Severance Benefit payment will be
made to the Participant under this Plan, except as provided in
the RETENTION
AND SEVERANCE AGREEMENT.
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9.
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In the event the Participant
discloses or makes public their participation in this Plan to
another Company employee or third party (other than the Company
Chief Executive Officer, Vice President of Human Resources or
General Counsel), the Participant will be considered to have
materially violated the terms of the Plan and the Participant will
be disqualified from the Plan and no Severance Benefit payment will
be made.
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10.
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Participation under this Plan is
subject to the requirements of the Plan and the execution of
the RETENTION
AND SEVERANCE AGREEMENT and GENERAL RELEASE AND WAIVER OF CLAIMS pursuant to RETENTION AND SEVERANCE AGREEMENT by the Participant and, where applicable, the
Company.
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11.
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The form Participant
RETENTION AND SEVERANCE AGREEMENT OFFER LETTER and
form RETENTION
AND SEVERANCE AGREEMENT is attached hereto as “Attachment A”
and made a part hereof by this reference. This form agreement may
be changed by the Company from time to time.
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12.
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This Plan may not be modified or
changed orally.
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V.
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PARTICIPANT
DESIGNATIONS
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1.
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The Committee shall determine the
list of eligible Participants.
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2.
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Participants will be designated
solely by the Committee.
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3.
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The Participants will then be
offered participation in the Plan by the Vice President of Human
Resources.
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4.
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The Vice President of Human
Resources will then offer to the Participants participation in the
Plan under the applicable RETENTION AND SEVERANCE AGREEMENT, attached to this Plan and made a part
hereof by this reference.
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5.
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No employee is entitled to
participate in this Plan.
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VI.
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COMPANY POLICIES AND
PRACTICES
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Neither this Plan nor any action
taken pursuant to this Plan shall imply a contract of employment or
any right to be retained in the employ of the Company or any
Company affiliate or to modify the employee's status as an
“at-will” employee.
Nothing contained in this Plan shall
be deemed to alter terms of any Company Policies, procedures and/or
retirement plans or savings plans which shall remain in full force
and effect, according to the terms and conditions of those plans,
inclusive of the provisions reserving the right to change these
plans, Policies or procedures.
The Plan shall be construed and
governed according to the laws of the State of North Carolina,
without regard to its conflict of laws provisions.
“Attachment A”
Company Letterhead
(Retention and Severance Agreement)
______Date______
___________________
___________________
___________________
___________________
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Re:
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Retention and Severance
Agreement (“Offer”)
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Dear ________:
You have been identified as an
employee with skills that are particularly valuable to Remington
Arms Company, Inc. ("Company"). Therefore, the Company is offering
you an incentive to encourage you to remain with the Company. This
Offer is strictly confidential and should not be revealed to any
third party, or any other employee. You may discuss this Offer with
the Company Vice President of Human Resources or the General
Counsel, only. You may, of course, share the contents of this Offer
with your spouse and attorney. Furthermore, the following applies
to this Offer:
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1.
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You are eligible for an incentive
payment ("Severance Benefit"), subject to the provisions of this
Offer and the RETENTION AND SEVERANCE AGREEMENT, attached hereto as “Exhibit
A” and made a part hereof by this reference. The Severance
Benefit will be equal to twelve (12) months of your then current
Base Salary, as defined in the RETENTION AND SEVERANCE AGREEMENT. Your then current Base Salary does
not include bonuses, commissions, overtime pay, shift pay, premium
pay, cost of living allowances or income from stock options, stock
grants, phantom stock awards or other similar types of incentive
compensation.
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2.
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The Severance Benefit, if
applicable, less all required deductions for federal, state and
local taxes, and applicable garnishments and will be paid in
accordance with the RETENTION AND SEVERANCE AGREEMENT. Additionally, no Severance Benefit
payment made will be eligible for any contributions or matching
under the Company's savings plan or included in any calculation for
retirement purposes, if applicable.
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3.
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In the event you disclose or make
public your participation in this Offer, including the
attached RETENTION
AND SEVERANCE AGREEMENT, to another Company employee or third party
(other than as provided in this agreement), you will be considered
to have materially violated the terms of this Offer and the
RETENTION AND SEVERANCE AGREEMENT and you will not be eligible for the Severance
Benefit.
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4.
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You acknowledge that the Company has
formed a Committee to administer this Offer and the
RETENTION AND SEVERANCE AGREEMENT and any questions or disputes that may arise
thereunder. You agree that except as otherwise provided in
the RETENTION
AND SEVERANCE AGREEMENT (once executed) you will submit all questions or
disputes to the Vice President of Human Resources who will review
the same with the Committee. The
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Committee will decide all such
questions or disputes and inform you of its decision. You agree
that the Committee’s decision shall be final and conclusive;
not subject to review, third party appeal or litigation.
In order to qualify for the
Severance Benefit you must remain an employee in good standing with
the Company. Except as provided in the RETENTION AND SEVERANCE AGREEMENT, if you voluntarily terminate your employment or
are terminated by the Company for cause you will not receive the
Severance Benefit. If the Company terminates your employment for
any reason other than cause then you may receive the Severance
Benefit.
If you qualify for the Severance
Benefit it will be paid to you after execution of the
GENERAL RELEASE AND WAIVER OF CLAIMS and
pursuant to the terms of the RETENTION AND SEVERANCE AGREEMENT. Do not sign the attached
GENERAL RELEASE AND WAIVER OF CLAIMS at
this time; it is provided to you for reference. Rather, upon your
termination of employment and pursuant to the RETENTION AND SEVERANCE AGREEMENT, a GENERAL RELEASE AND WAIVER OF CLAIMS agreement will be provided to you by the Company
for execution. Nothing in this Agreement is to be construed as an
employment contract. You remain an employee at will.
This Offer shall be interpreted,
construed and enforced in accordance with the laws of the State of
North Carolina, without regard to its conflicts of law provisions.
This Offer (including its Exhibits) constitutes the entire
agreement among the parties with respect to the subject matter
hereof, and all promises, representations, understandings,
arrangements and prior agreements relating to such subject matter
are merged into and superseded by this Offer, and the terms of any
prior employment agreement or arrangement shall, from and after the
date the RETENTION
AND SEVERANCE AGREEMENT is executed, be of no further force or
effect.
Please indicate your acceptance of
this Offer by your signature on the RETENTION AND SEVERANCE AGREEMENT. This Offer may be withdrawn by the
Company at any time before it is accepted by you, and will
automatically expire if not accepted by you on or before
_______________.
Please return a signed copy of
the RETENTION
AND SEVERANCE AGREEMENT to the Vice President, Human
Resources.
Very truly yours,
________________________
Vice President, Human
Resources
“Exhibit A”
RETENTION AND SEVERANCE
AGREEMENT
THIS RETENTION AND SEVERANCE
AGREEMENT ("Agreement'")
is made and entered into as of the ____ day of _________
, 20__ ("Effective
Date'"), by and between REMINGTON ARMS COMPANY, INC., a Delaware corporation, having offices located
at 870 Remington Drive, Madison, North Carolina 27025 ("Company"),
and __________________ ___________________________ ("Employee").
Collectively or individually, Company and/or Employee may herein be
referred to as “Party” or “Parties” as the
sense of the text requires.
R E C I T A L S:
1. The
Company 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”). The Employee is experienced in, and is
knowledgeable concerning, important aspects of the
Business.
2. The
Employee's employment with the Company creates a relationship of
confidence and trust between the Employee and the Company with
respect to the Business of the Company and its affiliates and to
the business of any client or customer of the Company or its
affiliates.
3. The
Employee has heretofore been employed by the Company. The Company
has determined that it is essential and in the best interests of
the Company and its shareholders to secure the continued services,
and to ensure the continued and undivided dedication and
cooperation, of the Employee. To that end, the Company has
determined that it is in the best interests of the Company and its
shareholders to provide a Severance Benefit (as defined below) as
provided herein.
NOW, THEREFORE,
in consideration of the foregoing
and of the mutual covenants and obligations hereinafter set forth,
the Parties hereto, intending to be legally bound, hereby agree as
follows:
Section 1
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Definitions . Whenever used in this Agreement, including the
Recitals and this Section 1, the following terms shall have the
meanings set forth below (unless otherwise indicated by the
context), and such meanings shall be applicable to both the
singular and plural form (except where otherwise expressly
indicated):
1.1 “Base
Salary” means the amount the Employee receives from the
Company as base wages or base salary on an annualized basis as in
effect immediately prior to Employee’s of employment. Base
Salary does not include bonuses, commissions, overtime pay, shift
pay, premium pay, cost of living allowances or income from stock
options, stock grants, phantom stock awards or other similar types
of incentive compensation.
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1.2
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“Beneficiary”
means the surviving spouse of the Employee or, if
Employee
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leaves no surviving spouse, then the
Employee's estate.
1.3 “Board”
means the Board of Directors of the Company.
1.4 “Business”
has the meaning indicated in the first recital above.
1.5 “Cause”
means one or more of the following, in each case as determined by
the Company, in its sole discretion: (a) the Employee's conviction
of, or pleading guilty or no contest to, any crime that constitutes
a felony, regardless of its demonstrable impact on the Company, or
any other crime involving moral turpitude that results, or is
reasonably likely to result, in material harm to the Company, (b)
the failure of the Employee substantially to perform the duties of
Employee’s position or any other duties reasonably assigned
to Employee by the Company (other than any such failure due to
physical or mental illness) or other material breach by the
Employee of any of Employee’s obligations owed to the
Company, after a demand for substantial performance or demand for
cure of such breach is delivered, and a reasonable opportunity to
cure is given, to the Employee by a Responsible Person, which
demand identifies the manner in which the Company believes that the
Employee has not substantially performed Employee’s duties or
has breached Employee’s obligations, (c) the Employee's
willful misconduct or gross negligence that has caused or would
reasonably be expected to result in material injury to the Company
or any of its parent, affiliated or subsidiary companies, (d) any
diversion by the Employee for Employee’s personal gain of any
viable and significant business opportunity from the Company (other
than with the prior consent of the Board), (e) violation of any
provision of the Company's Corporate Governance Guidelines, the
Company's Code of Business Conduct and Ethics or any covenant
contained in this Agreement. For purposes of this Section 1.5.
“Responsible Person” shall mean the executive officer
or other employee of the Company who is the direct or indirect
supervisor of the Employee.
1.6 “Code”
means the Internal Revenue Code of 1986, as amended, and all rules,
regulations and other written guidance issued
thereunder.
1.7 “Company”
means Remington Arms Company, Inc., a Delaware corporation with its
principal offices at Madison, North Carolina.
1.8 “Confidential
Information” means all trade secrets and other information
concerning the Business of the Company and its affiliates that is
confidential, proprietary or otherwise not generally available to
the public. By way of example, Confidential Information includes,
without limitation, customer lists, drawings, designs, information
regarding product development, marketing plans, sales plans,
manufacturing plans, management organization information (including
data and other information relating to members of the Board, the
Board of Directors of RACI Holding, Inc. [“Holding”]
and management of the Company or Holding), operating policies or
manuals, business plans, financial records, packaging design or
other financial, commercial, business or technical information
relating to Holding, the Company or any of their respective
subsidiaries or affiliates or that Holding, the Company or any of
their respective subsidiaries or affiliates may receive belonging
to suppliers, customers or others who do business with Holding, the
Company or any of their respective subsidiaries or affiliates. The
Parties expressly agree that Confidential Information does not
exist in written form only. Notwithstanding the foregoing,
Confidential Information does not include information that (a) is
or becomes generally available to the public other than as a result
of a disclosure by the Employee in violation of the provisions of
the Agreement, or (b) is received by the Employee from another
party
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