2007 EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.4

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 John DeSantis (“ 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 President, Firearms Operations of Employer. 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.

(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.

(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. Notwithstanding anything to the contrary in the Long Term Incentive Plan, Executive shall be treated for all purposes of the Long Term Incentive Plan as if he had become a participant as of January 1, 2007.

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.

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(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.

(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.

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(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.

(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:

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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).

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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.

(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 termination without Good Reason or his 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 3 , in exchange for Employee’s compliance with the covenants contained in Sections 9 , 10 and 11 .

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