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Exhibit 10.m
December 22, 1997 RETIREMENT AGREEMENT
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▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Dick:
This letter set forth the terms and conditions under which you have agreed to
resign as Chief Executive Officer, Chairman of the Board of Directors and a
member of the Board of Directors of Huffy Corporation (the "Retirement
Agreement"), all effective on December 29, 1997.
In consideration of the foregoing agreement, Huffy Corporation agrees
as follows:
A. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇'▇ base salary, bonus and Long Term Incentive
Plan payment earned through December 29, 1997, shall be paid
as calculated for all other Officers even though not employed
on the date of payment.
B. In consideration to the five year Non-Competition Agreement
set forth below and his cooperation and consultation as an
independent contractor on Azusa Superfund matters and FTC/TRU
litigation, the Corporation shall pay ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
$2,000,000.00 on or about January 5, 1998. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
acknowledges as an independent contractor he is responsible
for payment of taxes on such amount and hereby indemnifies the
Corporation for any taxes or penalties resulting from failure
to pay such taxes.
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December 22, 1997
Page 2
C. Huffy Corporation will make the payments in accordance with
Section 3(b) and allow the deferrals in Section 3(c) of the
Transition/Consulting Compensation Agreement which section
survives termination and which agreement is attached hereto.
D. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ agrees to the Non-Competition Section 4 of
such Transition/ Consulting Compensation Agreement.
Except as otherwise set forth herein, the Transition/Consulting Compensation
Agreement, dated June 13, 1996, and all benefits and his obligations thereunder,
shall be terminated, including, without limitation, Section 3 (a) which will be
null and void, except as to those benefits available to other retirees,
generally, of Huffy Corporation.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ shall be entitled to exercise his outstanding stock options in
accordance with the terms of such options and the plans related thereto until
December 11, 2001.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ will be named an additional insured on the Director/Officer
insurance for two years following December 29, 1997.
In addition:
1. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇'▇ retirement benefits in excess of the Defined
Benefit Plan shall be funded 50% in cash in accordance with the
Sixth Amendment to the Huffy Corporation Supplemental/Excess
Benefit Plan and 50% in stock in accordance with the Restricted
Share Plan; provided that if the Restricted Share Plan is not
approved by the Shareholders of the Corporation the remaining
50% will be paid as an annuity under the terms of the
Supplemental/Excess Benefit Plan.
2. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ shall have access to his Huffy Corporation
Office through January 31, 1998 at which time any computer
links to the Huffy Corporation office will be terminated.
3. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ may retain his home office equipment.
4. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ may stay on the Huffy Foundation through
December 31, 2000.
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December 22, 1997
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5. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ will receive credit for service and
compensation he would have otherwise received had he remained
an employee through December 31, 1998 under the Corporation's
defined benefit (qualified and non qualified) plans, as
reflected in the Seventh Amendment to the Supplemental/Excess
Benefit Plan.
6. The Huffy Corporation Board of Directors and you will put a
positive tone as to your resignation.
In consideration of the foregoing, Huffy Corporation will expect you to execute
and return to the Corporation a Standard Release and Waiver in the form attached
hereto.
This contract supersedes all other contracts, understandings and discussions
with the Corporation whether written or oral, except as set forth herein and the
attached Release and Waiver Agreement.
If the foregoing is acceptable, please sign and return the enclosed copy of this
letter.
I hereby agree to and accept the terms of this letter.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chairman
Compensation Committee
