Exhibit 10.3
EXECUTION COPY
AMENDMENT NO. 1 TO
AMENDED AND RESTATED SEVERANCE AND EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 ("Amendment No. 1") TO AMENDED AND
RESTATED EMPLOYMENT AGREEMENT ("Agreement"), dated as of December 16, 2002, is
between (the "Executive") and ROYAL APPLIANCE MFG. CO., an
Ohio corporation (the "Company").
WHEREAS, the Company and the Executive are parties to the
Agreement which provides for certain payments and other benefits to the
Executive in the event that the Executive's employment with the Company is
terminated following a change in control of the Company;
WHEREAS, as of the date hereof, the Company is entering into
an agreement and plan of merger, with TechTronic Industries Co., Ltd., a
corporation organized under the laws of Hong Kong ("TTI"), RAMC Holdings, Inc.,
a Delaware corporation ("Acquiror"), and TIC Acquisition Corp., an Ohio
corporation and a wholly owned subsidiary of Acquiror, pursuant to which TTI
will acquire all of the issued and outstanding common shares of the Company (the
"Merger Agreement");
WHEREAS, the Company and the Executive desire that the
transactions contemplated by the Merger Agreement not be deemed a "change in
control of the Company" under the Agreement; and
WHEREAS, Section 14 of the Agreement permits the Agreement to
be amended by the written agreement of the Executive and the Company.
NOW, THEREFORE, in consideration of the mutual promises
contained herein and other good and valuable consideration, the Executive and
the Company hereby agree as follows:
Effective as of the date hereof, Section 3 of the Agreement
shall be deleted in its entirety, and the following shall be substituted
therefor:
"3. Change in Control
No benefit shall be payable hereunder (and Sections 4 through
11, 18, and 20 shall not be applicable) unless a change in control of
the Company shall have occurred within the Term of Agreement and the
Executive's employment by the Company shall have been terminated
within three years thereafter, whether or not within the Term of
Agreement. For purposes of this Agreement, a `change in control of the
Company' shall mean a change in control of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A (or any similar item or successor schedule, form, or
report) promulgated under the Securities Exchange Act of 1934 as
amended
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(`Exchange Act'); provided that, without limitation, such a change in
control shall be deemed to have occurred if and at such times as (i)
any `person' (as such term is used in Sections 13(d)(3) and 14(d)(2) of
the Exchange Act) becomes the beneficial owner, directly or indirectly,
of securities of the Company presenting 30% or more of the combined
voting power of the Company's then outstanding securities, or (ii)
during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board cease for any reason to
constitute at least a majority (i.e., more than one-half) thereof
unless the election, or the nomination for election by the Company's
shareholders, of each new director during such two-year period was
approved by an affirmative vote of at least two-thirds of the directors
then still in office who were directors at the beginning of said
two-year period. Notwithstanding the foregoing, in no event shall the
transactions associated with or contemplated by the Merger Agreement,
nor any other transactions which result in the succession by TTI to all
or substantially all of the business or assets of the Company, be
deemed a `change in control of the Company' for purposes of this
Agreement.
Executed in Glenwillow, Ohio as of this 16th day of December, 2002.
ROYAL APPLIANCE MFG. CO.
By:
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"Executive"
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