EXHIBIT 10.20
REMINGTON
REMINGTON ARMS COMPANY, INC.
000 XXXXXXXXX XXXXX
X.X. XXX 000
XXXXXXX, XX 00000-0000
0-000-000-0000
December 5, 1996
Xxxxxx X. Xxxxxx, Xx.
0000 Xxxxxxx Xxxxx Xxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Dear Xxx:
This letter agreement (the "Agreement") sets forth the agreements between
you and Remington Arms Company, Inc. ("Employer") and RACI Holding, Inc.
("Holding") in connection with (i) the termination of your employment as Vice
President, General Counsel and Secretary of Holding and Employer and all other
offices held by you with Holding, Employer or any of their respective
subsidiaries, effective as of December 31, 1996 (the "Date of Termination"), as
provided in Xxxxxxxxx 0 xxxxx, (xx) the amendment of the 1995 Option Agreement
(as defined below) to, among other things, eliminate certain provisions relating
to the vesting, exercisability and purchase of options granted to you thereunder
in connection with or following a termination of your employment, as provided in
Xxxxxxxxx 0 xxxxx, (xxx) the grant to you of options to purchase the number of
shares of Class A Common Stock of Holding specified in Paragraph 4 below, and
(iv) the mutual releases set forth in Paragraph 7 and 8 hereof.
1. You hereby agree (i) to resign from your positions as Vice President,
General Counsel and Secretary of Holding and Employer and from each other office
with Holding, Employer or any of their respective subsidiaries held by you and
(ii) that your employment with Holding, Employer and each of their respective
subsidiaries will terminate, in each such case, effective on the Date of
Termination.
2. Employer will pay or provide to you the following amounts and benefits
subject, in each case, to your continued compliance with your covenants and
obligations hereunder, as determined in good faith by the Board of Directors of
Holding (the "Holding Board").
(a) For the period commencing on the Date of Termination and ending
on the first anniversary thereof, Employer shall continue to pay you (or, in the
event of your
Xxxxxx X. Xxxxxx, Xx.
December 5, 1996
Page 2
death, to your estate) installments of $20,834.00 per month representing your
normal monthly salary.
(b) Until other employment is obtained, you will continue to be
eligible to particpate in those of Employer's employee benefit plans, other than
severance, bonus or other incentive compensation plans, in which you are a
participant as of the date hereof.
(c) In accordance with Employer's Home Purchase Policy and in
connection with your relocation, Employer shall purchase your principal
residence located in Greensboro, North Carolina for fair market value with a
minimum guarantee of actual investment cost.
3. Effective as of the date hereof, the Management Stock Option
Agreement, dated as of July 17, 1995, between Holding and you (the "1995 Option
Agreement") is hereby amended to (i) eliminate the requirement thereunder that
you continue in the employment of Holding or its subsidiaries as a condition to
the vesting and exercisability of the options granted to you thereunder (the
"Existing Options") (Section 2), and (ii) delete all provisions of the 1995
Option Agreement relating to the early termination of the period for exercise of
the Existing Options or the repurchase of such Existing Options in connection
with or following any termination of your employment with Holding and its
subsidiaries (Sections 3b, 4(c) through 4(e) and 4(g) through 4(i).
4. Holding will grant to you options (the "New Options") to purchase up
to 5,000 shares of its Class A Common, par value $.01 per share (the "Common
Stock"), at a per share purchase price of the lesser of $100.00 or the amount at
which stock is offered to Remington's key executives and in accordance with the
terms of the Holding Amended and Restated Stock Option Plan. The New Options
will (i) have a 7 year term from date of vesting, (ii) become vested and
exercisable in three equal annual installments commencing May 1, 1997, (iii) be
immediately canceled and forfeited in the event that the Holding Board
determines in good faith that you have breached any of your covenants or
obligations hereunder and (iv) otherwise be subject to the terms and conditions
set forth in a Management Stock Option Agreement to be entered into by and
between Holding and you upon, and as a condition to, the grant of the New
Options (the "New Option Agreement").
5. You hereby waive any and all claims or rights that you may have,
currently or in the future, to be offered the opportunity to purchase any shares
of capital stock of Holding or to receive a grant of options or other rights in
respect of the Common Stock, including without limitation, any and all claims or
rights pursuant to or under any of (i) the letter from Xxxxxxx X. Xxxx to you,
dated Xxxxx 00, 0000, (xx) the letter from you to Xxxxxxx X. Xxxx, dated April
12, 1994, and (iii) the Registration and Participation Agreement, dated as of
November 30, 1993, between Holding and The Xxxxxxx & Dubilier Private Equity
Fund IV Limited Partnership, as such agreement may
Xxxxxx X. Xxxxxx, Xx.
December 5, 1996
Page 3
be amended from time to time after the date of this Agreement, or (iv) any and
all resolutions, actions or commitments of the Board of Directors of Holding or
any committee thereof or any officer, director, shareholder, agent or other
representative of Holding or any of its subsidiaries or affiliates, other than
your opportunity to purchase shares of Common Stock covered by the Existing
Options or the New Options in accordance with the terms and subject to the
conditions thereof.
6. Any accrued benefits payable to you under any applicable plan, policy
or practice of Employer (other than any severance, bonus or other incentive
compensation plan, policy or practice) shall be payable to you in accordance
with the applicable terms thereof.
7. In consideration of Employer's and Holding's promises to pay you the
amounts and provide you the benefits and awards specified herein you, on behalf
of yourself, your agents, representatives, assigns, heirs, executors and
administrators (individually and collectively, the "Employee Releasor"), hereby
release and forever discharge Holding, Employer, each of their respective
subsidiaries and affiliates, and each of their respective officers, directors,
trustees, employees, successors and assigns (individually and collectively, the
"Employee Releasee") from and against any and all claims, liabilities,
obligations, demands or causes of action, however denominated, whether known or
unknown, whether at law or equity, and whether or not previously asserted, that
Employee Releasor has or could have against any Employee Releasee (individually
and collectively the "Claims"), including, without limitation, any and all such
Claims arising out of or in any way connected with or related to the employment
or termination of Employee Releasor's offices or employment with Holding,
Employer or any of their respective subsidiaries or affiliates, other than
Claims against Holding or Employer (x) for any amounts, benefits or awards
payable pursuant to this letter agreement, the 1995 Option Agreement, as amended
pursuant to Paragraph 3 hereof or the New Option Agreement or (y) to enforce any
of the covenants or obligations of Holding, Employer or any other Employee
Releasor under this letter agreement, the 1995 Option Agreement, as amended
pursuant to Paragraph 3 hereof, or the New Option Agreement.
8. In consideration of your promises and covenants under Paragraphs 1, 6
and 10 of this Agreement, Holding, Employer and each of their respective
subsidiaries and affiliates and each of their respective officers, directors,
trustees, employees, agents, representatives, successors and assigns
(individually and collectively, the "Employer Releasor"), hereby release and
forever discharge you, your agents, representatives, assigns, heirs, executors
and administrators (individually and collectively, the "Employer Releasee") from
and against any and all claims, liabilities, obligations, demands or causes of
action, however denominated, whether known or unknown, whether at law or equity,
and whether or not previously asserted, that Employer Releasor has or could have
against Employer Releasee arising out of or in any way connected with or related
to the employment or termination of employment with Holding, Employer or their
respective
Xxxxxx X. Xxxxxx, Xx.
December 5, 1996
Page 4
subsidiaries and affiliates or arising out of or related to your gross
negligence or willful misconduct, other than Claims against the Employer
Releasee to enforce any of your covenants or obligations under this letter
agreement, the 1995 Option Agreement, as amended pursuant to Paragraph 3 hereof,
the New Option Agreement or the letter agreement, dated as of the date hereof,
from Holding to you concerning your agreement to refrain from engaging in
certain legal activities for the period specified therein (the "Side Letter").
9. This Agreement, together with the Side Letter, sets forth the entire
agreement and understanding of the parties hereto with respect to the subject
matter hereof and supersede any and all prior agreements and understandings,
oral or written, relating to the subject matter hereof.
10. This Agreement does not reduce or enlarge in any way any rights of
indemnification or any insurance coverage to which you may be entitled under any
applicable by-law of Holding or Employer.
11. Any notice or other communication required or permitted to be given or
made under this Agreement by one party to the other party shall be in writing
and shall be deemed to have been duly given and effective (i) on the date of
delivery if delivered personally, (ii) ten days after being sent by registered
or certified mail, return receipt requested and postage prepaid, or (iii) upon
transmission by telecopy with confirming copy sent concurrently by registered or
certified mail, return receipt requested and postage prepaid, as follows (or to
such other address as shall be given in writing by one party to the other party
in accordance herewith):
If to you, to:
Xxxxxx X. Xxxxxx, Xx.
0000 Xxxxxxx Xxxxx Xxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Telephone: 000-000-0000
If to Employer or Holding, to:
Attention: Xxxxxx X. Xxxxxx
Telephone: 000-000-0000
Telecopy: 000-000-0000
12. This Agreement shall be construed in accordance with and governed by
the laws of the State of North Carolina. The parties hereto hereby irrevocably
submit to the jurisdiction of the courts of the State of North Carolina and the
Federal courts of the United States of America, in each case located in the
State, City and County of North Carolina, solely in respect of the
interpretation and enforcement of the provisions of this
Xxxxxx X. Xxxxxx, Xx.
December 5, 1996
Page 5
Agreement, and hereby waive, and agree not to assert, as a defense in any
action, suit or proceeding for the interpretation or enforcement hereof, that it
is not subject thereto or that such action, suit or proceeding may not be
brought or is not maintainable in such courts or that the venue thereof may not
be appropriate or that this Agreement may not be enforced in or by such courts,
and the parties hereto irrevocably agree that all claims with respect to such
action or proceeding shall be heard and determined in such a North Carolina
State or Federal court. The parties hereto hereby consent to and grant any such
court jurisdiction over the person of such parties and over the subject matter
of any such dispute and agree that mailing of process or other papers in
connection with any such action or proceeding in the manner provided in Section
11, or in such other manner as may be permitted by law, shall be valid and
sufficient service thereof.
13. In the event of any litigation or any other legal proceeding,
including arbitration, relating to this Agreement, including without limitation,
any action to interpret or enforce this Agreement, the prevailing party shall be
entitled to reasonable attorneys' fees and costs of suit.
14. If any provision of this Agreement shall be prohibited by or invalid
under applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement.
15. No waiver or modification of any provision of this Agreement shall be
valid unless in writing duly executed by the party sought to be charged with
such waiver or modification. No failure or delay in exercising any right, power
or privilege hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise thereof preclude any other or further exercise thereof or
the exercise of any other right, power or privilege. The rights and remedies
provided herein shall be cumulative and not exclusive of any rights or remedies
that any party may otherwise have at law or in equity or otherwise.
16. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, successors and permitted assigns.
Xxxxxx X. Xxxxxx, Xx.
December 5, 1996
Page 6
Please confirm your agreement and acceptance of the terms of this Agreement
by signing, dating and returning the enclosed copy of this letter to Employer
immediately.
REMINGTON ARMS COMPANY, INC.
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President Human Resources
RACI HOLDING, INC.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President & Chief Operating
Officer
I hereby confirm, accept and
agree with and to the terms,
covenants and obligations set
forth in this letter agreement:
/s/ Xxxxxx X. Xxxxxx, Xx.
---------------------------------
[Employee]
Date: 12-11-96
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