Exhibit 10.24
SEVERANCE AGREEMENT
Agreement ("Agreement") between Remington Products Company, L.L.C.
("Remington") and _________________ ("Employee").
1. Remington agrees that in the event of any involuntary termination of
Employee's employment (other than for Cause or Disability) on or before
July 31, 1998, and subject to the Employee's compliance with the terms of
this Agreement and signing the Release attached hereto as Exhibit A (the
"Release"), Remington agrees to continue to pay Employee his then annual
base salary for a period of 6 months after the effective date of the
termination of Employee's employment (the "Salary Continuation Period").
Remington also agrees that during the Salary Continuation Period, it will
continue to provide Employee the medical benefits he was entitled to on the
date hereof (hereinafter "Health Benefits") and to the extent Remington's
insurance plans permit, the long-term disability and life insurance
benefits Employee was entitled to on the date hereof (hereinafter "Insured
Benefits"); provided, however, that the continued provision of the Health
Benefits and the Insured Benefits will cease when Employee becomes employed
and such new employer provides Employee medical benefits substantially
similar to the Health Benefits. Any sums due pursuant to the provisions of
this Section 1 shall be reduced (a) by any sums payable to Employee
pursuant to any severance or termination pay program maintained by the
Company for employees generally and (b) 75% of any compensation earned by
Employee during the Salary Continuation Period.
2. For purposes of this Agreement, the following definitions shall apply:
a. "Cause" shall mean a termination of the employment of Employee by
the Company or any subsidiary thereof due to (i) the commission
by Employee 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 financial loss to the Company or any of its
subsidiaries), (ii) the commission by Employee of a felony, (iii)
the willful misconduct of Employee as an employee of the Company
or any of its subsidiaries which is reasonably likely to result
in injury or financial loss to the Company or any of its
subsidiaries or (iv) the willful failure of Employee to render
services to the Company or any of its subsidiaries in accordance
with the terms of Employee's employment which failure amounts to
a material neglect of Executive's duties to the Company or any of
its subsidiaries.
b. "Disability" shall mean the inability of Employee to perform the
essential functions of Employee'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 Employee returns to work for at least
30 consecutive business days during such period and performs
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during such period services at the level and competence that were
performed prior to the beginning of the six-month period.
3. Employee agrees that during the Salary Continuation Period, he will not,
without Remington's consent, directly or indirectly:
a. Own, manage, participate in, consult with, render services for,
or in any manner engage in any business that competes anywhere in
the United States with the business of Remington or its
subsidiaries as businesses exist or are in the process on the
date of Employee's termination of employment; or
b. Induce or attempt to induce any employee of Remington or its
subsidiaries to leave the employ of Remington or such subsidiary,
or in any way interfere with the relationship between Remington
or its subsidiaries and any employee thereof
c. Hire any person who was employed by Remington or its subsidiaries
as of the date of Employee's termination of employment or during
the Salary Continuation Period; or
d. Induce or attempt to induce any customer, supplier, licensee or
other business relation of Remington or its subsidiaries to cease
doing business with Remington or its subsidiaries or in any way
interfere with the relationship between any such customer,
supplier, licensee or business relation and Remington or its
subsidiaries.
4. Employee acknowledges that the information, observations and data obtained
by him while employed by Remington concerning the business or affairs of
Remington and its subsidiaries that (i) are not available to the public,
customers, suppliers and competitors of Remington (ii) are in the nature of
trade secrets, or (iii) the disclosure of which could reasonably be
expected to cause a financial loss to Remington, or otherwise have a
material adverse effect on Remington (collectively, the "Confidential
Information") are the property of Remington or such subsidiary. Therefore,
Employee agrees that he shall not disclose to any unauthorized person or
use for his own account any Confidential Information without the prior
written consent of Remington, unless and to the extent that the
aforementioned matters become generally known to and available for use by
the public other than as a result of Employee's acts or omissions to act.
5. Employee agrees that he will, after termination of employment, promptly
return to Remington any property in his possession, custody or control that
belongs to Remington or any of its subsidiaries (such property includes,
without limitation, equipment, credit cards, keys, files, all memoranda,
notes, plans, records, reports, computer tapes and software and other
documents and data (and copies thereof) relating to the Confidential
Information, work product or the business of Remington or any of its
subsidiaries).
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6. Employee agrees that if: (A) any provision of this Agreement or the Release
is declared illegal or unenforceable by any court competent jurisdiction as
the result of efforts by the Employee, or any person or entity acting on
his behalf; or (B) Employee brings a claim against any of the Released
Entities (as such term is defined in the Release), or any of their
partners, members, management committee members, officers, employees or
agents, Employee will return to Remington all consideration that he has
received pursuant to this Agreement. In the event that Employee fails to
return any consideration under such circumstances, Employee will pay
Remington the attorneys fees and other expenses incurred by Remington in
recovering such consideration, and in otherwise enforcing the terms of this
Agreement.
7. Employee understands and agrees that in the event he breaches the
provisions of paragraph 3, Remington shall have the right to immediately
cease all further Salary Continuation payments.
8. This Agreement contains the entire agreement between Remington and Employee
relating to subject matter hereof.
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Employee Signature Date
REMINGTON PRODUCTS COMPANY, L.L.C.
By: ----------------------------------
Date:
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Exhibit A to Severance Agreement
RELEASE
1. As consideration for Employee's agreement to be bound by the terms of the
Severance Agreement, and provided that Employee does not revoke this
Release, Remington agrees to make the payments as provided in the Severance
Agreement between Remington and Employee to which this Release is attached
as Exhibit A.
2. Employee agrees that neither he nor his heirs, executors, administrators or
assigns will make, bring or file, or cause to be made, brought or filed
against Remington or any parent, subsidiary, or affiliated corporation or
entity (herein after Remington and such other corporations and entities
will be collectively referred to as the "Released Entities"), or any of the
Released Entities current or former partners, members, management committee
members, officers, employees or agents, any demand, complaint, cause of
action, claim or charge of any kind whatsoever as a result of any act that
has heretofore occurred.
3. Without in any way limiting the scope and effect of Paragraph 2:
A. Employee represents that he is able to read the language,
and understand the meaning and effect of this Release.
B. Employee acknowledges that among the rights knowingly and
voluntarily waived in Paragraph 2 are the rights to bring
any demands, complaints, causes of action, claims, and
charges under the Age Discrimination in Employment Act, and
under any other federal, state or local law, regulation or
decision, including without limitation laws that prohibit
discrimination in employment on the basis of age, race,
color, religion, sex, national origin, ancestry, marital
status, sexual orientation and physical or mental
disability.
C. Employee understands that the waiver contained in Paragraph
2 includes a waiver of all demands, complaints, causes of
action, claims and charges against the Released Entities and
their current and former partners, members, management
committee members, officers, employees and agents, whether
known or unknown, asserted or unasserted, suspected or
unsuspected, which Employee may have as a result of any act
that has heretofore occurred.
D. Employee acknowledges that he would not otherwise be
entitled to the consideration described in the Severance
Agreement, and that Remington is providing such
consideration in return for Employee's Agreement to be bound
by the terms of this Release.
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E. Employee acknowledges that he has been advised to consult
with an attorney regarding this Release.
F. Employee acknowledges that he was first provided with this
Release on _____________ and has been given until
______________ to consider its terms; therefore, Employee
has been given at least twenty-one days to consider the
terms of this Release and understands that this Release will
not become effective or enforceable until the 8th day
following its execution. An Employee may revoke this Release
during the first seven (7) days following its execution.
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Employee Signature Date
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