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EXHIBIT 10.10
EMPLOYMENT AGREEMENT
Agreement dated February 1, 2001 between Xxxxx & Wesson Corp. (the "Company")
and Xx. Xxxxxx X. Xxxxxxxxx, (the "Executive").
WHEREAS, The Company agrees to employ the Executive, and the Executive agrees to
accept employment with the Company, on the terms and conditions set forth below,
NOW THEREFORE, for good and lawful consideration, the parties agree as follows:
1. Term of employment. Effective as of January 1, 2001, the Executive
will begin employment with the Company under the terms of this Agreement.
2. Base Salary. The Company will pay the Executive a Base Salary of $240,000
per year (which salary may be increased from time to time) less applicable
withholdings, payable at the same time that other salaried employees are paid.
3. Bonus Compensation. So long as he is employed by the Company, and the
Company remains a part of the Xxxxxxx Group, the Executive will participate
in the Company's FY01 Executive Annual Bonus Scheme and in any replacement
executive bonus schemes.
4. Duties and Position. The Executive will be employed as President of
the Company. His duties may be increased or reduced at the discretion of the
Chairman.
5. The Executive to Serve as Director or Officer if Elected. If the Executive
is elected or appointed director or any other officer of the Company during his
employment, the Executive will serve in such office without further
compensation. Nothing in this Agreement shall require the Company to cause the
election or appointment of the Executive to any specific office.
6. The Executive to Devote Full Time to Company. The Executive will devote
his entire time, attention and energies to the business of the Company and,
during his employment, will not engage in any other business activity,
regardless of whether such activity is pursued for profit, gain, or other
pecuniary advantage, without the express written permission of the Chairman.
7. Office Facilities. During the Executive's employment, the Company will
furnish the Executive with an office, secretary and any other facilities and
services that the Company determines are reasonably necessary for the
performance of his duties and suitable to his position.
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8. Reimbursement of Expenses. The Executive may incur reasonable expenses for
promoting the Company's business, including expenses for entertainment, travel
and similar items. While the Executive is employed hereunder, the Company will
reimburse the Executive for all reasonable business expenses upon presentation
of an itemized account of such expenditures with proper support.
9. Vacation. Through May 27, 2001, the Executive will be entitled to take any
unused vacation which he earned with the Company as described in the policies of
the Company. Thereafter, he will be entitled to vacation of five (5) weeks for
the periods commencing on May 27 of each year and ending on May 26 of the next
year beginning on May 27, 2001. Vacation must be taken in the year in which it
accrues and cannot be carried forward. Vacation shall be pro-rated in the event
the Executive's employment is terminated prior to May 27 of the year in which
vacation has been earned.
10. Fringe Benefits. The Executive shall remain entitled to participate in all
employee benefit plans and arrangements commensurate with his position and
length of service which are presently or hereafter made generally available to
full time employees of the Company.
11. Car Allowance. The Company will provide a car allowance for the
Executive of $712 per month, or the provision a company car to a value of
$30,000.
12. Termination.
a) Death or Disability. This Agreement shall terminate in the event of the
Executive's death. The Company also may terminate the Executive's
employment and this Agreement in the event of a Disability of the
Executive. "Disability" as used in this Agreement shall mean the
Executive's absence from and his inability substantially to perform his
duties with the Company for six or more months as a result of physical
causes or mental illness. In the event of the Executive's death or
Disability, the Company shall have no further obligation to the Executive
under this Agreement except to pay the legal representative of the
Executive's estate the amount of any unpaid base salary to the date of
death or Disability, and in the event of death, the death benefit provided
by the group life insurance in which the Executive was a participant. No
benefit continuation will be provided except as required by COBRA.
b) By the Company for Cause. The Company may terminate the Executive's
employment and this Agreement for Cause. "Cause" as used in this Agreement
shall mean: (i) gross misconduct of the Executive; (ii) the conviction of
the Executive of a felony by any criminal or military tribunal; (iii)
willful and continuing failure by the Executive to substantially perform
his reasonable duties after demand for substantial performance is
delivered by the Company in writing that specifically identifies the
manner in which the
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Company believes the Executive has not substantially performed his duties;
(iv) willful conduct of the Executive that results in gain or personal
enrichment of the Executive at the expense of the Company, whether
monetary or otherwise. In the event of a termination for Cause, the
Employer shall have no further obligation to the Executive under this
Agreement except to pay the Executive the amount of any unpaid base salary
to the date of termination.
c) Without Cause. The Company may terminate the Executive's employment and
this Agreement at any time, without Cause. In the event of the Executive's
involuntary termination without Cause, the Executive shall be entitled to:
(i) payment of the Executive's then current Base Salary, less applicable
withholdings, in installments at the same time that other salaried
employees are paid, for the duration of the Severance Period; (ii) life,
disability, health, dental and medical coverage which is substantially
equivalent to that provided by the Company to the Executive immediately
prior to termination of his service, such coverage to be provided for the
duration of the Severance Period; and (iii) accrued (but not taken)
vacation pay with pro ration for any partial year of employment.
"Severance Period" as used in this Agreement shall mean the period
beginning on the date of termination and continuing for a number of months
which is the difference between (i) forty-eight (48) months, and (ii)
one-half (1/2) of one month for each full calendar month that the
Executive remains employed by the Company after April 30, 20021. In no
event, however, shall the Severance Period be less than 24 months.
d) By The Executive. If the Executive wishes voluntarily to terminate his
employment hereunder, he shall give the Company six (6) months prior
written notice. In the event of Executive's voluntary termination of his
employment, the Company shall have no further obligation to the Executive
under this Agreement except for unpaid Base Salary through the date of
termination and no benefit continuation will be provided except as
required by COBRA.
e) Sale of Assets or Stock. The sale of substantially all of the assets or
stock of the Company to any unrelated person or entity shall not be deemed
a termination of the Executive's employment. Consequently, no severance
benefits shall be provided to Executive by the Company under this
Agreement if Executive is offered continuous employment by the successor
under conditions generally no less favorable in the aggregate (including
severance) than are provided by this Agreement.
13. Assistance in Litigation. The Executive will, upon reasonable notice,
furnish such information and proper assistance to the Company and any of its
present or former affiliates as they may reasonably require in connection with
any litigation in which the Company or its affiliates are, or may become, a
party. This obligation shall
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survive termination of the Executive's employment with the Company. In the event
such services are required during the Severance Period, the Executive shall
provide litigation support services without additional compensation. Thereafter,
if further assistance is required by the Company or any present or former
affiliate the Executive shall be compensated for all reasonable expenses and at
an hourly rate of $150 per hour.
14. Extraordinary Bonus. Provided that the Executive remains in the employ of
the Company through the date that a Change in Control occurs, the Executive
shall be entitled to an extraordinary bonus equal to five (5) months Base Salary
payable thirty (30) days after any such Change in Control. "Change in Control"
as used in this Agreement shall have the same meaning as in the "Xxxxx & Wesson
Corp. Severance Compensation and Extraordinary Bonus Plan for Xxxxxxx
Corporation Senior Staff Bonus Program Participants (Revised and Restated July
17, 2000)" (the "Severance Plan").
15. Waiver and Release of Rights under Severance Plan. In consideration of the
rights conferred in this Agreement, the Executive agrees that, effective as of
the date hereof, he is no longer a participant in the Severance Plan and waives
all rights which he may have thereunder, including any claim or right to
benefits under the Severance Plan.
16. Governing Law. This Agreement shall be governed by and construed under
the laws of the State of Massachusetts applicable to agreements made to be
performed in that State.
17. Severability. In the event that any one or more of the provisions of this
Agreement shall be held to be invalid, illegal and unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby. Moreover, if any one or more of the provisions
contained in this Agreement shall be held to be excessively broad as to
duration, geographical scope, activity or subject, such provisions shall be
construed by limiting and reducing them so as to be enforceable to the maximum
extent compatible with applicable law.
18. Entire Agreement. This Agreement is the entire agreement and supersedes all
prior agreements and understandings concerning the Executive's employment by the
Company. No provision of this Agreement may be altered, modified, changed or
discharged except in writing signed by both the Company acting through its Board
of Directors and the Executive. This Agreement is personal to the Executive and
may not be assigned by him but may be assigned by the Company to any successor
or assign to the business of the Company and shall inure to the benefit of and
be binding upon the Company's successors and assigns.
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IN WITNESS WHEREOF, the following parties have executed this Agreement.
XXXXX & WESSON CORP..
(the "Company")
/s/ Xxxxxxx X. Reading /s/ Xxxxxx X. Xxxxxxxxx
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By: Xxxxxxx X. Reading Xxxxxx X. Xxxxxxxxx
Chairman of the Board of Directors (the "Executive")
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