Exhibit 10.1
CONFIDENTIAL SEVERANCE AGREEMENT
AND
GENERAL RELEASE
THIS CONFIDENTIAL SEVERANCE AGREEMENT AND GENERAL
RELEASE (this “Agreement”) is
made and entered into on the 7th day of September, 2007, to be
effective as of August 31, 2007 (the “Effective Date”),
by and between REMINGTON ARMS COMPANY,
INC. , a Delaware corporation (the
“Company”), and PAUL
CAHAN (the
“Employee”).
R E C I T A L S:
The Company is engaged in the business of designing,
manufacturing, marketing, and selling (i) sporting goods products
for the global hunting and shooting sports marketplace under
the Remington® brand name, and (ii) products with law enforcement, military,
and government applications .
The Employee is experienced in, and knowledgeable
concerning, all aspects of the business of the Company. The
Employee has heretofore been employed by the Company as the
President of Ammunition Operations pursuant to the terms of that
certain 2007 Executive Employment Agreement dated as of May 31,
2007 (the “Employment Agreement”).
The Employee has decided to resign from employment
with the Company on August 31, 2007. The Company and the
Employee mutually desire to resolve any and all issues with respect
to the resignation of the Employee. The Company is willing to
extend and the Employee is willing to accept the terms and
conditions set forth in this Agreement. The Company and the
Employee desire to settle fully, finally, and on a confidential
basis all matters between them and related to the Employee’s
employment with the Company, and the Employee’s termination
of employment.
NOW THEREFORE, in consideration of the mutual
covenants and obligations herein, and of other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Employee and the Company hereby agree as
follows:
Section 1.
Resignation .
The Employee shall resign as an active employee of the Company
effective as of the close of business of the Company on
August 31, 2007 (the “Resignation
Date”).
Section 2.
Special Severance Payments
. During the six-month period beginning
September 1, 2007 and ending February 28, 2008 (the
“Severance Pay Period”), the Employee shall be entitled
to receive a special severance benefit equal to $186,867 (the
“Severance Benefit”), which Severance Benefit shall be
paid to the Employee (or, in the event of his death before the end
of the Severance Pay Period, to his surviving spouse or, if he
shall leave no surviving spouse, then to his estate) in six (6)
equal monthly installments of $31,144.50 in accordance with the
Company’s normal payroll cycle during the Severance Pay
Period. The Employee agrees and acknowledges that the Severance
Benefit to be paid to him pursuant to this Section 2 is in
addition to
anything of value to which he is already entitled.
The Severance Benefit is intended to constitute the exclusive
payments in the nature of severance or termination compensation
that shall be due the Employee upon his resignation.
Section 3.
Incentive Compensation Payments
. The Employee is a
participant in the Company’s Annual Incentive Compensation
Plan and the 2006 Long Term Incentive Plan (collectively, the
“Incentive Plans”). In full settlement of all
obligations and liabilities of the Company to the Employee under
the Incentive Plans, the Company shall pay to the Employee an
amount equal to $197,667 (the “Incentive Amount”),
which Incentive Amount shall be paid to the Employee during the six
month period beginning September 1, 2007 and ending
February 28, 2008 (the “Incentive Pay Period”)
(or, in the event of his death before the end of the Incentive Pay
Period, to his surviving spouse, or if he shall leave no surviving
spouse, then to his estate) in six (6) equal monthly installments
of $32,944.50 in accordance with the Company’s normal payroll
cycle during the Incentive Pay Period.
Section 4.
Retiree Medical; Other Welfare Benefit
Programs; Accrued Vacation . The Employee will be entitled to
elect retiree medical coverage under the Company’s applicable
retiree medical program in accordance with its terms, as they may
be amended from time to time. Except as provided in the preceding
sentence, or as required by the Consolidated Omnibus Budget
Reconciliation Act of 1985 (“COBRA”), as amended, the
Employee will cease to participate in all employee welfare benefit
arrangements maintained by the Company (including, but not limited
to, the Company’s medical, dental, life insurance, disability
insurance, and “AD&D” insurance arrangements) as of
his Resignation Date. Within ten (10) days of his Resignation Date,
the Employee shall be paid in a lump sum the dollar amount of his
accrued or earned vacation pay then due him.
The Employee and his dependents have been offered
and have the right to elect continued group medical coverage under
the provisions of COBRA. For purposes of this Agreement, the date
of the Employee’s qualifying event, as defined in Section
4980B(f)(3) of the Internal Revenue Code of 1986 (as amended) and
Section 603 of the Employee Retirement Income Security Act of 1974
(as amended), shall be August 31, 2007. If the Employee elects
COBRA coverage, the Employee shall be responsible for the cost of
such coverage.
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Section 5.
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Deferred Compensation
Arrangements .
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5.1
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The Employee is a participant in the Special
Supplemental Retirement Plan for Paul Cahan (the
“Plan”). A copy of the Plan is attached to this
Agreement as Exhibit A. The Employee shall be entitled to
receive the benefits provided under the Plan in accordance with the
terms and conditions of the Plan. The Employee acknowledges that
the Plan will be amended in certain respects on or before
December 31, 2007 to satisfy the requirements of Section 409A
(as defined in Section 13).
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5.2
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The Employee shall be entitled to any benefits paid
or payable under the tax qualified retirement plan (or plans) and
non-qualified retirement plan (or plans) sponsored by the
Company.
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Section 6.
Continuation of Certain Employment Agreement
Provisions .
The Employee covenants and agrees that the
provisions of Sections 8 through 15 of his Employment Agreement
shall remain in full force and effect on and after the Effective
Date and shall survive the termination of his employment. A copy of
Sections 8 through 15 of the Employment Agreement is attached as
Exhibit B to this Agreement.
7.1 General
Release . Except as otherwise provided in
Section 7.1, in consideration for the benefits provided
pursuant to this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Employee, for himself and on behalf of his heirs,
representatives, administrators, executors, successors and assigns,
hereby irrevocably and unconditionally releases, acquits, and
forever discharges the Company and its present and former
subsidiaries, affiliates, predecessors, successors, and assigns,
together with all present and former agents, shareholders,
directors, officers, employees, owners, representatives, and
attorneys of all such entities or persons and all persons acting
by, through, under or in concert with any of them (hereinafter
collectively referred to as the “Released Parties”)
from any and all charges, complaints, claims, lawsuits,
liabilities, obligations, or actions of any nature whatsoever, in
law, equity or otherwise, known or unknown (hereinafter
“Claim” or “Claims”), which the Employee
now has, has had, or may hereafter claim to have had against each
or any of the Released Parties for losses, expenses, or damages of
any kind (whether arising in tort, contract, or by statute)
resulting from or arising out of his employment with the Company
and/or the termination of that employment. The Employee understands
that by signing this Agreement he is waiving any right to pursue
any Claim against any of the Released Parties in any state or
federal court or before any state or federal agency for
compensatory damages, punitive damages, or any other losses, or
other damages to the Employee or his property resulting from any
claimed violation of state or federal law, including, but not
limited to, claims arising under Title VII of the Civil Rights
Act of 1964, as amended, the Age Discrimination in Employment Act
of 1967 (“ADEA”), as amended, the Equal Pay Act, the
Civil Rights Act of 1991, the Americans with Disabilities Act
(“ADA”), the Employee Retirement Income Security Act of
1974, as amended, the Consolidated Omnibus Budget Reconciliation
Act of 1985 (“COBRA”), as amended, the Family and
Medical Leave Act of 1993, and claims under any other federal,
state, and local statutory or common laws or claims in the nature
of a breach of contract, claims for wrongful discharge, emotional
distress, defamation, fraud or breach of the covenant of good faith
and fair dealing and wage or benefit claims (other than the
payments to which the Employee is entitled under this Agreement).
The Employee further covenants and agrees never to institute,
directly or indirectly, or to participate in (unless otherwise
required by law) any action or proceeding of any kind against any
one or more of the Released Parties based on or related to his
employment relationship with the Company, including, but not
limited to, an action asserting that the Company discriminated
against him on the basis of age or sex or an action asserting
breach of contract, it being understood that th