EXHIBIT 10.d
AMENDMENT TO THE
AMENDED AND RESTATED
RETENTION/SEVERANCE/
NON-COMPETITION AGREEMENT
The Amended and Restated
Retention/Severance/Non-Competition Agreement, as amended (the
“Agreement”), dated May 25, 2000, between
____________________ (“you” or “Employee”)
and Huffy Corporation (the “Corporation”), is hereby
amended, effective as of April 30, 2004.
W I T N E S S E T H:
WHEREAS, the Agreement was entered into
on or about May 25, 2000; and
WHEREAS, the Agreement was previously
amended to reduce the amount of the benefit and to eliminate
uncertainty as to the exact nature and amount of benefit to be
received under Section 9 and to retain Employee through 2005;
and
WHEREAS, the Corporation has retained
Lazard Freres & Co. LLC to assist it with alternative financing
and strategic alternatives; and
WHEREAS, the Board of Directors wishes to
ensure you be retained to complete the Lazard
objectives.
NOW, THEREFORE, FOR GOOD AND VALUABLE
CONSIDERATION, the receipt of which is hereby acknowledged, and in
consideration of the mutual covenants and promises hereinafter set
forth, the parties agree as follows:
1.
Amendments .
(a)
The parties agree Section 9(d) is hereby
amended in its entirety and a new Section 9(d) is hereby inserted
to read as follows:
“In consideration for your
Agreement to be bound by the Non-Competition Covenant of Section
9(c), and to continue to be retained by the Corporation to achieve
the Lazard strategic alternatives and such other objectives set by
the Board of Directors, the Corporation shall pay you an aggregate
amount equal to __________ times your current salary (the
“Non-Competition/ Retention Consideration”) in cash
installments (the “Installments”) as follows: In
the case of an Assignment Event which consists of the disposition
of substantially all of the assets or stock of any current or
future Huffy Company, division, or product line (including, without
limitation, Huffy Service Solutions, Inc., Gen-X Sports Canada,
Inc., Huffy Bicycle Company and Huffy Sports Company), you shall
receive an installment equal to 33 ⅓ percent of your annual base salary as in effect on
February 11, 2004, and for each subsequent transaction an amount
equal to 25 percent of the Non-Competition/Retention Consideration
up to an aggregate amount of 50 percent of the
Non-Competition/Retention Consideration, all to be paid as soon as
practicable following the closing of such transaction.
Provided, however, an amount up to 50 percent of the
Non-Competition/Retention Consideration, when added to all other
payments received under this Section 9, if any, shall be paid on
September 15, 2004. The balance of the
Non-Competition/Retention Consideration, being 50 percent of the
Non-Competition/Retention Consideration, which when added to all
payments made pursuant to this Amendment equals 100 percent, shall
be paid as follows: In full on the date of the first of the
following to occur: (i) termination of your employment; or
(ii) June 30, 2005. Provided that if you commit any breach of
the Non-Competition/Retention Covenant in Section 9(c), then the
Corporation will have no further obligation to pay any unpaid
installment and you
