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EXHIBIT 10.e
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
___________________, between
___________________ ("you" or "Employee")
and Huffy Corporation (the
"Corporation"), is hereby amended,
effective as of February 11, 2004.
W I T N E S S E T H:
WHEREAS, the Agreement was entered into on or about
_______________;
and
WHEREAS, at the time the Corporation was comprised of four
separate
operating business units: Washington
Inventory Service, Huffy Service Solutions,
Inc. (fka Huffy Service First, Inc.), Huffy
Bicycle Company and Huffy Sports
Company; and
WHEREAS, on November 3, 2000, the Corporation disposed of the stock
of
Washington Inventory Service and, on
September 19, 2002, the Corporation
acquired the assets and stock of the Gen-X
Sports, Inc. businesses;
WHEREAS, the Corporation wishes to amend the Agreement to reduce
cost
and reflect the Corporation's new structure
and the fact that it is
reconfiguring to a more profitable sporting
goods platform and in order to
effect such platform, retention and
confidentiality continue as critical
components; and
WHEREAS, under the existing Agreement the exact nature and amount
of
the benefits Employee may receive, if any,
under various possible future
circumstances is inherently uncertain, and
Employee wishes to reduce or
eliminate such uncertainty by entering into
this amendment,
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 4(z)(ii) is hereby deleted
in its entirety and Section 4(z)(iii) is relabeled
4(z)(ii).
(b) The
parties agree Section 4(a)(iv)(iii) is hereby
deleted in its entirety and a new 4(a)(iii) is hereby
inserted to read as follows:
"Huffy Companies means Affiliated Companies, as
defined in Section 9(a), as of the date of this
Agreement and thereafter."
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(c) 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), the
Corporation shall pay you an aggregate amount equal
to ________ times your current salary (the
"Non-Competition 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 one
current or future Huffy Company (currently, Huffy
Service Solutions, Inc., Gen-X Sports Canada, Inc.,
Huffy Bicycle Company and Huffy Sports Company) you
shall receive an Installment equal to 33-1/3 percent
of the Non-Competition Consideration to be paid at
such time within the 12-month period beginning with
the closing of such transaction as may be determined
by the Corporation's Compensation Committee in its
sole discretion. The balance of the Non-Competition
Consideration, being 66-2/3 percent of the salary
amount described above, shall constitute your
"Retention Benefit" and shall be paid as follows:
one-half to be paid in the fourth quarter of 2005 and
one-half to be paid in the first quarter 2006,
provided you remain employed with the Corporation
through October 31, 2005. Provided that if you commit
any breach of the Non-Competition Covenant in Section
9(c), then the Corporation will have no further
obligation to pay any unpaid installment and you
shall be required to return to the Corporation all
installments that have been previously paid, together
with interest thereon at the applicable federal rate,
as defined in Section 1274(d) of the Internal Revenue
Code of 1986, as amended, from the date the
installment was paid to you through the date you
repay it to the Corporation. Notwithstanding the
foregoing, (i) no payment shall be made hereunder if
a Change of Control occurs prior to the date such
payment(s) under this section are earned and (ii) no
Retention Benefit w