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EXHIBIT 10.iii
TRANSITION COMPENSATION AGREEMENT
This Transition Compensation Agreement,
dated as of February 13, 2004, by and
between HUFFY CORPORATION, an Ohio
corporation, with principal offices at 225
Byers Road, Miamisburg, Ohio 45342
("Huffy") and DON R. GRABER, an individual
residing at 121 Pawley's Plantation Court,
Xenia, Ohio 45385 ("Graber"), is
effective as of January 1, 2004.
WITNESSETH:
WHEREAS, Graber currently serves as
Chairman of the Board of Directors and Chief
Executive Officer of Huffy and, as part of
a planned management transition,
plans to retire from his position as Chief
Executive Officer and as an employee
of the Corporation on January 31, 2004, and
thereafter to consult on a part-time
basis through March 31, 2004, and will
serve as a non-employee Chairman of the
Board through December 31, 2004; and
WHEREAS, Graber and Huffy desire to reach
certain agreements with respect to
Graber's compensation and benefits from and
after January 31, 2004.
NOW, THEREFORE, in consideration of the
mutual covenants hereinafter set forth,
the parties agree as follows:
1.
Consultant. Following Graber's retirement as an employee of the
Corporation, during the period commencing February 1, 2004, and
ending
on March 31, 2004, Graber shall serve as a consultant for Huffy
for
such projects as Graber and the Chief Executive Officer shall
agree.
<TABLE>
<CAPTION>
Number of
Period
Hours Worked
----------------------------------
-----------------------
<S>
<C>
February 1, 2004 to March 31, 2004
Up to 160 hours
or
as agreed with the
Chief Executive Officer
</TABLE>
As compensation for serving as a consultant, Graber shall receive
fees
of $51,666 monthly, payable biweekly. Graber hereby acknowledges
he
will be an independent contractor responsible for all taxes owed
on
such fees; Huffy shall issue Graber a Form 1099 for such
compensation.
2.
Non-employee Director. Following his retirement on January 31,
2004,
Graber shall, subject to election by the Board of Directors,
serve
during the period commencing on February 1, 2004, as Chairman of
the
Board of Directors, and shall devote such time as shall be
deemed
necessary by the Board of Directors and/or the Chief Executive
Officer
in the performance of the duties of such position and in assisting
the
Chief Executive Officer with management transition and liaison with
the
Board of Directors. During such period, so long as Graber shall
perform
such services, Graber shall receive as compensation for such
services,
the sum of $75,000 through December 31, 2004, payable in nine
(9)
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equal monthly
installments of $8,333.33 each, which shall be in lieu of
all other Director fees and retainers.
3.
Non-Compete. Graber agrees that beginning on February 1, 2004
and
continuing during the period that compensation and/or benefits
are
being paid to him hereunder and for a period of two (2) years
thereafter, without the prior written approval of the Board of
Directors of Huffy, he shall not, either as a consultant,
shareholder,
joint venturer, partner, officer, employee, licensee, licensor,
agent,
solicitor, distributor, creditor, advisor, principal, director,
dealer,
representative or in a
