Exhibit 10.25
TIME BASED PHANTOM EQUITY AGREEMENT
TIME BASED PHANTOM EQUITY AGREEMENT (this "Agreement") is made as of
_______________ 1998, by and between Remington Products Company, L.L.C., a
Delaware limited liability company (the "Company"), and _________________
("Executive").
WHEREAS, on the terms and subject to the conditions hereof, the Company
desires to grant Executive certain rights in any increase in the value of the
equity of the Company under certain events.
NOW, THEREFORE, in order to implement the foregoing and in
consideration of the mutual representations, warranties, covenants and
agreements contained herein, the parties hereto agree as follows:
1 Definitions. For the purposes of this Agreement, the following terms
shall have the meanings set forth below:
1.1 "Agreement": the meaning set forth in the preface.
1.2 "Applicable Percentage": the percentage set forth in
Schedule A attached hereto; provided, that such percentage may be adjusted, from
time to time, by the Management Committee pursuant to Section 12.2 herein. .
1.3 "Cause": termination of the employment of Executive by the
Company or any subsidiary thereof due to (a) the commission by Executive of an
act of fraud or embezzlement (including the unauthorized disclosure of
confidential or proprietary information of the Company or any of its
subsidiaries which results in material financial loss to the Company or any of
its subsidiaries), (b) the commission by Executive of a felony, (c) the willful
misconduct of Executive as an employee of the Company or any of its subsidiaries
which is reasonably likely to result in material injury or financial loss to the
Company or any of its subsidiaries or (d) the willful failure of Executive to
render services to the Company or any of its subsidiaries in accordance with the
terms of Executive's employment which failure amounts to a material neglect of
Executive's duties to the Company or any of its subsidiaries. In the event
Executive terminates his employment and at such time Executive was under active
investigation by the Company or any of its subsidiaries for possible termination
for Cause and thereafter the Company makes a good faith determination that
sufficient facts existed to support Executive's termination for Cause or, within
45 days following such resignation, the Company or any of its subsidiaries
obtains information which, if known prior to Executive's resignation, would have
permitted the Company to terminate Executive for Cause, the Executive shall be
deemed
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terminated for Cause for all purposes of this Agreement notwithstanding the fact
that Executive had resigned.
1.4 "Common Units": the common units of the Company or the
common stock of a corporation that is the successor of the Company.
1.5 "Company": the meaning set forth in the preface.
1.6 "Company Sale": the meaning set forth in the Limited
Liability Company Agreement. Under no circumstances that a Company Sale be
deemed to include liquidation or bankruptcy of the Company.
1.7 "Disability": the inability of Executive to perform the
essential functions of Executive's job, with or without reasonable
accommodation, by reason of a physical or mental infirmity, for a continuous
period of six months. The period of six months shall be deemed continuous unless
Executive returns to work for at least 30 consecutive business days during such
period and performs during such period services at the level and competence that
were performed prior to the beginning of the six-month period. The date of such
Disability (for purposes of determining the date of the termination of
Employment in the event of such Disability) shall be on the first day of such
six-month period.
1.8 "Employee": any employee (as defined in accordance with
the regulations and revenue rulings then applicable under Section 3401(c) of the
Internal Revenue Code of 1986, as amended) of the Company or any of its
subsidiaries, and the term "Employment" shall include service as a part- or
full-time Employee to the Company or any of its subsidiaries
1.9 "Equity": the Common Units and Preferred Capital
1.10 "Fair Market Value": the average of the closing prices of
the sales of the Company's Common Units on all securities exchanges on which the
Common Units may at the time be listed, or, if there have been no sales on any
such exchange on any day, the average of the highest bid and lowest asked prices
on all such exchanges at the end of such day, or, if on any day the Common Units
are not so listed, the average of the representative bid and asked prices quoted
in the NASDAQ System as of 4:00 p.m., New York time, or, if on any day the
Common Units are not quoted in the NASDAQ System, the average of the highest bid
and lowest asked prices on such day in the domestic over-the-counter market as
reported by the National Quotation Bureau Incorporated, or any similar successor
organization, in each such case averaged over a period of 21 days consisting of
the day as of which the Fair Market Value is being determined and the 20
consecutive business days prior to such day, plus in each case the value of the
outstanding Preferred Capital, if any, determined in good faith by the
Management Committee. If at any time the Common Units are not listed on any
securities exchange or quoted in the NASDAQ System or the over-the-counter
market, the Fair Market Value shall be the fair value
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of the Equity determined in good faith by the Management Committee taking into
consideration the current, historical and projected EBITDA of the Company and
recognizing that control of the Company is not being sold at such time.
1.11 "Financing Default": an event which would constitute (or
with notice or lapse of time or both would constitute) an event of default under
any of the following as they may be amended, supplemented or modified from time
to time: (a) the Credit and Guarantee Agreement and Indenture (collectively, the
"Senior Financing Agreements") dated as of May 23, 1996, as amended, among the
Company and the financial institutions, agents and trustees party thereto, and
any extensions, renewals, refinancings or refundings thereof in whole or in
part; (b) any provision of the Limited Liability Company Agreement or the
certificate of incorporation or limited liability company agreement of any of
its subsidiaries, as the case may be, as in effect on the Grant Date and (c) any
of the securities issued pursuant to or whose terms are governed by the terms of
any of the agreements set forth in clauses (a) and (b) above, and any
extensions, renewals, refinancings or refundings thereof in whole or in part
1.12 "Fully Diluted Basis": assumes all outstanding options,
warrants and other rights to receive Common Units are fully vested and have been
exercised, excluding any Phantom Equity Payment (as defined in Section 3)
hereunder.
1.13 "Grant Date": ___________.
1.14 "IPO" : the consummation of an initial public offering of
Common Units or common stock of a corporation that is the successor to the
Company or which owns, directly or indirectly, more than 50% of the Common Units
of the Company or its successor.
1.15 " IPO Exit Transaction" means the first date after the
consummation of an IPO on which Vestar Equity Partners, L.P., a Delaware limited
partnership and its affiliates (not including employees of the general partner
of Vestar) own less than 10% of the Common Units.
1.16 "Limited Liability Company Agreement" : the Amended and
Restated Limited Liability Company Agreement of the Company, dated as of May 16,
1996, by and between RPI Corp. (formerly Remington Products, Inc.), a Delaware
corporation, Vestar Xxxxxx Corp., a Delaware corporation ("Xxxxxx"), Vestar
Razor Corp., a Delaware corporation ("Razor"), and the individuals listed as
management members on Schedule A thereto, as the same may be amended from time
to time.
1.17 "Management Committee": the Company's Management
Committee or any board of directors or similar governing body of a successor to
the Company.
1.18 "Payment Date" : the date that is no later than the 60th
day after the occurrence of the Payment Event.
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1.19 "Payment Event" : the occurrence of any of the following
(a) a Company Sale, (b) an IPO (c) termination of Executive's Employment because
of death or Disability, or (d) at the Company's option, termination of
Executive's Employment for any reason other than death or Disability.
1.20 "Phantom Equity Payment": the meaning set forth in
Section 3 below.
1.21 "Preferred Capital": the preferred capital of the Company
or the preferred stock of a corporation that is the successor of the Company.
1.22 "Residual Equity Value": (a) in the case of a Company
Sale, the aggregate net amount (including cash, non-cash and any deferred payout
amounts) available for distribution to the issued and outstanding Equity (on a
Fully Diluted Basis), after the payment of all fees and expenses of the Company
incurred in connection with such sale, (b) in the case of an IPO, the valuation
of the Company's Equity implied in the public offering, after giving effect to
the shares issued in such IPO, and (c) in the case of a termination of
Employment, Fair Market Value of the issued and outstanding Equity (on a Fully
Diluted Basis) as of the last day of the last fiscal quarter ending immediately
prior to the occurrence of such termination of Employment.
1.23 "Securityholders Agreement": the Securityholders
Agreement dated as of May 16, 1996 among Xxxxxx, Razor, Vestar Equity Partners
L.P., Xxxxxx X. Xxxx, XX and other equity holders of the Company.
1.24 "Vested Percentage" 100% upon the occurrence of an IPO, a
Company Sale and immediately prior to any reorganization of the Company from a
limited liability company to a corporation which is necessitated by an IPO or a
Company Sale; provided, that if the proposed IPO or Company Sale is not
consummated after a reorganization, the Vested Percentage shall automatically
revert to zero.
2 Confirmation of Grant, Phantom Equity Payment. Pursuant to the terms
and subject to the conditions set forth in this Agreement, the Company hereby
evidences and confirms the grant to Executive, effective on the Grant Date, of
the right to receive the Phantom Equity Payment. Upon the occurrence of a
Payment Event resulting from a Company Sale or IPO, Executive shall be entitled
to receive an amount equal to the Vested Percentage of the Applicable Percentage
of the Residual Equity Value (the "Phantom Equity Payment").
2.1 Company Sale. If the Payment Event is a Company Sale, at
the Company's option:
(a) on the Payment Date, the Company shall pay the Phantom Equity
Payment first by the cancellation of indebtedness, if any, owing from
Executive to the Company or any of its subsidiaries and the remainder
by the Company's delivery of a check or wire transfer of immediately
available funds for the remainder of the Phantom Equity Payment, if
any; or
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(b) immediately prior to the closing of the Company Sale, the
Company shall convert the Applicable Percentage into an identical
percentage of the issued and outstanding Equity (on a Fully Diluted
Basis) and issue to Executive certificates for the appropriate number
of Common Units and Preferred Capital of the Company, in full
satisfaction of the Phantom Equity Payment due Executive hereunder;
provided, that if the Company Sale is structured to include non-cash
consideration, the Company shall assure that the Executive receives
such portion of the Phantom Equity Payment in cash and the balance in
Common Units and Preferred Capital of the Company in order to provide
Executive with sufficient funds to pay any Federal and state income
taxes that will result from the receipt of the Phantom Equity Payment.
In the event Executive fails or refuses to comply, if required, with the
provisions of Section 5, or to execute the Limited Liability Company Agreement
and Securityholders Agreement, the obligation of the Company to make any Phantom
Equity Payment to Executive under this Agreement shall immediately cease.
2.2 IPO If the Payment Event is an IPO, on the Payment Date,
the Company shall pay the Phantom Equity Payment first by the cancellation of
indebtedness, if any, owing from Executive to the Company or any of its
subsidiaries and the remainder, at the Company's option:
(a) by the Company's delivery of a check or wire transfer of
immediately available funds for the remainder of the Phantom Equity
Payment, if any, or
(b) by the Company's delivery of a check or wire transfer of
immediately available funds in an amount equal to 40% of the remainder
of the Phantom Equity Payment, if any, and the delivery of stock
certificates for the appropriate number of common shares of the
Company at the IPO price for the balance of the Phantom Equity
Payment.
If Executive fails or refuses to comply, if required, with the provisions of
Section 5, or to execute the Limited Liability Company Agreement and
Securityholders Agreement, the obligation of the Company to make any Phantom
Equity Payment to Executive under this Agreement shall immediately cease.
3 Termination of Employment
3.1 Solely for purposes of this Section 3 and notwithstanding
anything to the contrary contained herein, Vested Percentage shall be determined
by the following Time Criteria and Event Criteria:
(a) Time Criteria: (i) 20% after the expiration of 12 months from
the Grant Date; (ii) 40% after the expiration of 24 months from the
Grant Date; (iii) 60% after the expiration of 36 months from the Grant
Date; (iv) 80% after the expiration of 48 months
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from the Grant Date; and (v) 100% after the expiration of 60 months
from the Grant Date; provided, that if Executive's Employment is
terminated prior to the third anniversary of the Grant Date for any
reason other than Disability or death, or at any time by the Company
for Cause, the time based portion of the Vested Percentage shall be
equal to zero; provided, further, that if the Executive's Employment is
terminated by the Company without Cause prior to the third anniversary
of the Grant Date and a Company Sale occurs less than 90 days after
such termination, the Time Criteria portion of the Vested Percentage as
of the date of termination of Employment shall be determined in
accordance with clauses (i) through (v) above but the Payment Event
shall be deemed a Company Sale; and
(b) Event Criteria: (i) Company Sale, (ii) IPO and (iii)
immediately prior to any reorganization of the Company from a limited
liability company to a corporation which is necessitated by an IPO or
a Company Sale; provided, that if the proposed IPO or Company Sale is
not consummated after a reorganization, the Event Criteria shall be
deemed not to have been satisfied.
3.2 Upon termination of Executive's Employment for any reason
other than death or Disability, the Company shall have the option, at the
Company's sole discretion, of waiving the Event Criteria and treating such
termination as a Payment Event in which case the Vested Percentage shall be
determined solely by reference to the Time Criteria. If the Company does not
elect to waive the Event Criteria, the Company shall have no obligation to make
any Phantom Equity Payment until the Event Criteria shall be met. Upon the
occurrence of the Event Criteria, the Company shall pay Executive the Phantom
Equity Payment in accordance with Section 2, but the Time Criteria shall be
determined as of the date of termination of Employment.
3.3 Upon termination of Executive's Employment as a result of
death or Disability, or in the event the Company elects to waive the Event
Criteria, the Vested Percentage shall be determined solely by reference to the
Time Criteria and on the Payment Date, the Company shall pay the Phantom Equity
Payment first by the cancellation of indebtedness, if any, owing from Executive
to the Company or any of its subsidiaries and the remainder, at the Company's
option:
(a) by the Company's delivery of a check or wire transfer of
immediately a available funds for the remainder of the Phantom Equity
Payment, if any; or
(b) by the Company's delivery of a check or wire transfer of
immediately available funds for an amount equal to one fifth of the
remainder of the Phantom Equity Payment, if any, and by the Company's
delivery of an unsecured subordinated promissory note (which shall be
subordinated and subject in right of payment only to the prior payment
of any funded indebtedness outstanding) of the Company (a "Payment
Note") in a principal amount equal to the balance of the Phantom
Equity Payment, payable in four equal annual installments commencing
on the first anniversary of the issuance thereof and
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bearing interest payable annually at the publicly announced prime rate
of Chase Manhattan Bank, N.A., on the date of issuance and each June 30
and December 31 thereafter.
4 Suspension of Phantom Equity Payment.
4.1 Notwithstanding anything to the contrary contained in this
Agreement, the Company shall not be obligated to pay the Phantom Equity Payment
at any time pursuant to Sections 2 and 3, regardless of whether a Payment Event
has occurred, to the extent that (a) such Phantom Equity Payment (together with
any other Phantom Equity Payments pursuant to other Phantom Equity Agreements)
would result (i) in a violation of any law, statute, rule, regulation, order,
writ, injunction, decree or judgment promulgated or entered by any federal,
state, local or foreign court or governmental authority applicable to the
Company or any of its subsidiaries or any of its or their material property
(which violation is material to the Company) or (ii) after giving effect
thereto, in a Financing Default, or (b) if immediately prior to such payment
there exits a Financing Default which prohibits such payment. The Company shall,
within fifteen days of learning of any such default, so notify Executive that it
is not obligated to pay the Phantom Equity Payment otherwise due hereunder.
4.2 Any Phantom Equity Payment which the Company is obligated
to make to Executive pursuant to Sections 2 and 3, but which in accordance with
Section 4.1 is not made on the Payment Date, shall be paid by the Company on or
prior to the fifteenth day after such date or dates that it is no longer
prohibited from making such payment under Section 4.1 (after taking into account
any payments to be made at such time pursuant to other Phantom Equity
Agreements), and the Company shall give Executive five days prior written notice
of any such payment.
5 Investment Representations and Covenants of the Executive.
5.1 In the event Executive is to receive Common Units pursuant
to the provisions of Section 2.2, Executive shall execute and deliver to the
Company the Securityholders Agreement.
5.2 The Executive acknowledges and represents that Executive
has been advised by the Company that any Common Units delivered to Executive
pursuant to Section 2.2:
(a) shall not have been registered under the Securities Act;
(b) must be held indefinitely and Executive must continue to
bear the economic risk of such investment in the Common Units
unless the offer and sale of such Common Units is subsequently
registered under the Securities Act and all applicable state
securities laws or an exemption from such registration is
available;
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(c) a restrictive legend, in the form required by the
Securityholders Agreement, shall be placed on the certificates
representing the Common Units;
(d) a notation shall be made in the appropriate records of
the Company indicating that the Common Units are subject to
restrictions on transfer and appropriate stoptransfer
instructions will be issued to the transfer agent with respect to
the Common Units.
5.3 Prior to receiving any Common Units pursuant to Section
2.2, Executive shall represent and warrant that:
(a) Executive's financial situation is such that Executive
can afford to bear the economic risk of holding the Common Units
for an indefinite period of time, has adequate means for
providing for Executive's current needs and personal
contingencies, and can afford to suffer a complete loss of
Executive's investment in the Common Units;
(b) Executive's knowledge and experience in financial and
business matters are such that Executive is capable of evaluating
the merits and risks of the investment in the Common Units;
(c) Executive understands that the Common Units are a
speculative investment which involves a high degree of risk of
loss of Executive's investment therein, there are substantial
restrictions on the transferability of the Common Units, there
may be no public market for the Common Units and, accordingly, it
may not be possible for Executive to liquidate Executive's
investment in case of emergency, if at all.
6 Call Option.
6.1 The Company shall have the right and option to purchase up
to all of the Common Units received by Executive pursuant to Section 2.2 at Fair
Market Value within 180 days following termination of Executive's Employment
prior to the first anniversary of the Payment Event (a) by Executive for any
reason other than Disability, death, retirement or (b) by the Company for Cause.
6.2 The Company shall have the right and option to purchase up
to fifty (50%) percent of the Common Units received by Executive pursuant to
Section 2.2 at Fair Market Value within 180 days following termination of
Executive's Employment prior to the second anniversary of the Payment Event (a)
by Executive for any reason other than Disability, death, retirement or (b) by
the Company for Cause.
6.3 The Company shall have the right to exercise the option
granted by Sections 6.1. and 6.2 within 180 following the date of termination of
Executives's Employment by sending written notice to Executive of its intention
to purchase the Common Units, specifying the number of Common Units to be
.
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purchased Subject to the provisions of Section 4, the closing of the purchase
shall take place at the principal office of the Company on a date specified by
the Company no later than the 60th day after the giving of the written notice to
Executive. The Company shall pay the purchase price for the Common Units it
purchases against delivery of the certificates or other instruments representing
the Common Units so purchased, duly endorsed. first, by the cancellation of
indebtedness, if any, owing from Executive to the Company or any of its
subsidiaries and the remainder, by the Company's delivery of a check or wire
transfer of immediately a available funds for the remainder of the purchase
price, if any.
6.4 Solely for the purposes of this Section 6, in determining
the Fair Market Value of the Common Units to be purchased, the Management
Committee may, in good faith, take into consideration the fact that the sale by
Executive of such shares may negatively impact the price of the publicly traded
Common Units.
6.5 Notwithstanding anything to the contrary contained herein,
the Company's right and option to purchase Common Units pursuant to this Section
6shall automatically terminate upon the occurrence of a Company Sale or an IPO
Exit Transaction.
7 Transfers of Phantom Equity Payment. Executive may transfer the right
to receive the Phantom Equity Payment only upon his death pursuant to applicable
laws of descent and distribution. Any transfer or attempted transfer of the
right to receive the Phantom Equity Payment in violation of any provision of
this Agreement shall be void.
8 Tax Withholding. Whenever any cash payment is to be made hereunder or
Common Units are to be issued pursuant to the terms of this Agreement, the
Company shall have the power to withhold, require Executive to remit to the
Company in cash or offset against any amounts otherwise payable to Executive, an
amount sufficient to satisfy all Federal, state, local and foreign withholding
tax requirements relating to such transaction and the Company may defer any cash
payment or issuance of Common Units until such requirements are satisfied.
9 Executive's Employment by the Company. Nothing contained in this
Agreement shall be deemed to obligate the Company or any subsidiary of the
Company to employ Executive in any capacity whatsoever or to prohibit or
restrict the Company (or any such subsidiary) from terminating the employment of
Executive at any time or for any reason whatsoever, with or without Cause.
10 Administration by Management Committee. This Agreement shall be
administered by the Management Committee, which shall have full power and
authority to construe and administer this Agreement as it may deem advisable.
11 Binding Effect. The provisions of this Agreement shall be binding
upon and accrue to the benefit of the parties hereto and their respective heirs,
legal representatives, successors and assigns.
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12 Amendments: Adjustment of Applicable Percentage.
12.1 This Agreement may be amended only by a written consent
signed by the parties hereto; provided, that, the Management Committee may, in
good faith, make whatever modifications to this Agreement may be necessary as a
result of any reorganization of the Company required in connection with
refinancing of the Company's outstanding debt for money borrowed. Executive
shall be notified in writing of any such modification or change to this
Agreement. No waiver by any party hereto of any of the provisions hereof shall
be effective unless set forth in a writing executed by the party so waiving.
12.2 The Management Committee may, in good faith, from time to
time make appropriate adjustments to the Applicable Percentage set forth in
Schedule A attached hereto as a result of the issuance of new Equity (to include
but not be limited to: Common Units, Preferred Capital, options, rights or
warrants to acquire Common Units or any security convertible into Equity) by the
Company or the creation of additional or new phantom equity programs. Executive
shall be notified in writing of any such modification to the Applicable
Percentage.
13 Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York without regard to
the conflicts of law principles thereof.
14 Jurisdiction. Any suit action or proceeding with respect to this
Agreement, or any judgment entered by any court in respect thereof, shall be
brought in any court of competent jurisdiction in the State of New York, and
both the Company and Executive hereby submit to the exclusive jurisdiction of
such courts for the purpose of any such suit, action, proceeding or judgment.
Executive and the Company hereby irrevocably waive any objections which either
may now or hereafter have to the laying of the venue of any suit, action or
proceeding arising out of or relating to this Agreement brought in any court of
competent jurisdiction in the State of New York, and hereby further irrevocably
waive, any claim that any such suit, action or proceeding brought in any such
court has been brought in an inconvenient forum.
15 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given when personally delivered,
telecopied (with confirmation of receipt), two days after deposit with a
reputable overnight delivery service (charges prepaid) and three days after
deposit in the U.S. Mail (postage prepaid and return receipt requested) to the
address set forth below or such other address as the recipient party has
previously delivered notice to the sending party.
(i) If to the Company:
Remington Products Company, L.L.C.
00 Xxxx Xxxxxx
00
Xxxxxxxxxx XX 00000
Attention: General Counsel
Telecopy: 000-000-0000
and
Remington Products Company, L.L.C.
c/o Vestar Equity Partners, L.P.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx
Telecopy: 000-000-0000
with a copy to:
Xxxxxxxx & Xxxxx
000 Xxxxxxxxx Xxxxxx X.X.
Xxxxxxxxxx, X.X. 00000-0000
Attention: Xxxx X. Xxxxx
Telecopy: 000-000-0000
(ii) If to Executive:
16 Integration. This Agreement and the documents referred to herein or
delivered pursuant hereto which form a part hereof contain the entire
understanding of the parties with respect to the subject matter hereof and
thereof, specifically including the prior grant of or the promise to grant
options for the purchase of Common Units of the Company. There are no
restrictions, agreements, promises, representations, warranties, covenants or
undertakings with respect to the subject matter hereof other than those
expressly set forth herein and therein. This Agreement supersedes any prior
agreements and understandings between the parties with respect to such subject
matter, and shall be deemed to automatically terminate any option agreement
previously issued to Executive to purchase Common Units of the Company,
including any agreement to issue such options to Executive.
17 Counterparts. This Agreement may be executed in separate
counterparts each of which shall be deemed an original and all of which shall
constitute one and the same instrument.
18 Rights Cumulative; Waiver. The rights and remedies of
Executive and the Company under this Agreement shall be cumulative and not
exclusive of any rights or remedies which either would otherwise have hereunder
or at law or in equity or by statute, and no failure or delay by either party in
exercise any right or remedy shall impair any such right or remedy or operate as
a waiver of such right or remedy, nor shall any single or partial exercise of
any power or right preclude such party's other or further exercise of such power
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or right or the exercise of any other power or right. The waiver by any party
hereto of a breach of any provision of this Agreement shall not operate or be
construed as a waiver of any preceding or succeeding breach and no failure by
either party to exercise any right or privilege hereunder shall be deemed a
waiver of such party's rights or privileges hereunder or shall be deemed a
waiver of such party's right to exercise the same at any subsequent time or
times hereunder.
19 Termination of Agreement. This Agreement and Executive's right to
receive any Phantom Equity Payment shall terminate on December 31, 2009.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date and year first written above.
REMINGTON PRODUCTS COMPANY, L.L.C.
By------------------------ ---------------------------
Executive
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Schedule A
to
Time Based Phantom Equity Agreement with_________________
APPLICABLE PERCENTAGE: __%.
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