Exhibit
10.9


 


2007
EXECUTIVE EMPLOYMENT AGREEMENT


 


THIS 2007 EMPLOYMENT AGREEMENT (this “Agreement”), dated as of the 31st day of May, 2007,
between REMINGTON ARMS COMPANY, INC., a Delaware corporation (“Employer”),
and E. Scott Blackwell (“Executive”).


 


R E C I T A L S:


 


1.             Employer is engaged
in the business of designing, manufacturing, marketing, and selling (a) sporting
goods products, including, by way of illustration, firearms and ammunition, as
well as hunting and gun care accessories and clay targets, for the global
hunting and shooting sports marketplace, and (b) products with law
enforcement, military and government applications, including, by way of
illustration, surveillance technology products and powdered metal products (the
“Business”). Executive is experienced in, and knowledgeable concerning,
all aspects of the Business.


 


2.             Executive has
heretofore been employed by Employer as the President, Sales and Marketing of
Employer. Employer desires to continue to employ Executive, and Executive desires
to continue to be employed by Employer.


 


NOW, THEREFORE, in consideration of the
mutual covenants and obligations herein and the compensation and benefits
Employer agrees herein to pay Executive, and of other good and valuable
consideration, the receipt of which is hereby acknowledged, Employer and
Executive agree as follows:


 


1.             Agreement to
Employ. Upon the terms and subject to the conditions of this Agreement,
Employer hereby employs Executive, and Executive hereby accepts employment by
Employer.


 


2.             Term; Position
and Responsibilities.


 


(a)           Term of
Employment. Pursuant to the terms of this Agreement, Employer shall
continue to employ Executive for the term commencing on the  date hereof
and terminating as provided in Section 7. The period during which
Executive is employed pursuant to this Agreement shall be referred to as the “Employment
Period”.


 


(b)           Position and
Responsibilities. During the Employment Period, Executive will serve in the
executive position specified in Section 1 of Attachment A or in
such other executive position as the Board of Directors of Employer (the “Board”)
may determine from time to time. Executive shall have such duties and
responsibilities as are customarily assigned to individuals serving in the
position to which he is assigned, and such other duties consistent with
Executive’s position as the Board or Chairman may specify from time to time.
Executive will devote all of his skill, knowledge and working time to the
conscientious performance of the duties of such position or positions (except
for (i) vacation time as set forth in Section 6(b) hereof
and absence for sickness or similar disability and (ii) to the
extent that it does not interfere with the performance of Executive’s duties
hereunder, (A) such reasonable time as may be


 


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devoted
to service on outside charitable boards of directors and the fulfillment of
civic responsibilities or to service on the boards of such corporations as
Executive is serving on the date hereof or which he may hereafter join with the
consent of the Board and (B) such reasonable time as may be necessary from
time to time for personal financial matters).


 


3.             Base Salary.
As compensation for the services to be performed by Executive during the Employment
Period, Employer will pay Executive the annual base salary specified in Section 2
of Attachment A. The Board will review Executive’s base salary annually
during the Employment Period and, in the discretion of the Board, may increase
(but may not decrease) such base salary from time to time based upon the
performance of Executive, the financial condition of Employer, prevailing
industry salary levels and such other factors as the Board shall consider
relevant. The annual base salary payable to Executive under this Section 3,
as the same may be increased from time to time and without regard to any
reduction therefrom in accordance with the next sentence, shall hereinafter be
referred to as the “Base Salary”. The Base Salary payable under this Section 3
shall be reduced to the extent that Executive elects to defer such Base Salary
under the terms of any deferred compensation, savings plan or other voluntary
deferral arrangement maintained or established by Employer. The pay period
under this Agreement shall equal one (1) month, and Employer shall pay
Executive the Base Salary for each pay period in semi-monthly installments or
in such other installments as are paid to other executives of Employer.


 


4.             Incentive
Compensation.


 


(a)           Annual Incentive
Compensation   During the Employment Period, Executive shall be
eligible to participate in Employer’s annual incentive compensation plan for
its executive officers as in effect from time to time (the “Annual Incentive
Compensation Plan”), at a targeted level specified in Section 3
of Attachment A, and commensurate with his position and duties with
Employer based on reasonable performance targets established from time to time
by the Board or a committee thereof.


 


(b)           Other Incentive
Plans. During the Employment Period, Executive shall be eligible to
participate in the Remington Arms Company, Inc. 2006 Long Term Incentive
Plan (the “Long Term Incentive Plan”) and in any other bonus or
incentive plans which Employer may hereafter establish in which other senior
executive officers of Employer are eligible to participate. Notwithstanding
anything to the contrary in the Long Term Incentive Plan, Executive shall be
treated for all purposes of the Long Term Incentive Plan as if he had become a
participant as of January 1, 2007.


 


5.             Employee
Benefits. During the Employment Period (and thereafter to the extent
provided under the terms of Employer’s employee benefit plans or programs),
Executive shall be eligible to participate in any employee benefit plans and
programs as in effect from time to time generally made available to similarly
situated executives of Employer, in a manner consistent with the terms and
conditions of each such plan or program and on a basis that is commensurate
with Executives position and duties with Employer hereunder. In the event of a conflict
between any benefit plan or program and this Agreement, the terms of this
Agreement shall govern.


 


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6.             Expenses.


 


(a)           Business Travel.
During the Employment Period, Employer shall reimburse Executive for reasonable
travel, lodging, meal and other reasonable expenses incurred by him in
connection with his performance of services hereunder upon submission of
evidence, satisfactory to Employer, to support the existence and purpose of the
incurred expense and otherwise in accordance with Employer’s business travel
reimbursement policy applicable to senior executives as in effect from time to
time. In the event Executive’s employment hereunder terminates for any reason, Employer
shall reimburse Executive (or in the event of death, his personal
representative) for expenses incurred by Executive on behalf of Employer prior
to the date of his termination of employment to the extent such expenses have
not been previously reimbursed by Employer pursuant to this Section 6(a).


 


(b)           Vacation and Sick
Leave. During the Employment Period, Executive shall be entitled to
vacation and sick leave as determined in accordance with the prevailing
policies of Employer applicable to senior executives.


 


7.             Termination of
Employment.


 


(a)           Termination Due
to Death or Disability. In the event that Executive’s employment hereunder
terminates due to death or is terminated by Employer due to Executive’s
Disability (as defined below), no termination benefits shall be payable to or
in respect of Executive except as provided in Section 7(f)(ii). If
Employer desires to terminate Executive’s employment due to Executive’s
Disability, it shall give notice to Executive as provided in Section 7(e). For purposes of this Agreement, “Disability” shall
mean a physical or mental disability that prevents the performance by Executive
of his duties hereunder lasting for a period of one hundred eighty (180) days
or longer, whether or not consecutive, in any twelve (12) month period. The
determination of Executive’s Disability shall be made by the Board after
receiving an evaluation from an independent physician selected by Employer and
reasonably acceptable to Executive and shall be final and binding on the
parties hereto.


 


(b)           Termination by
Employer for Cause. Employer may terminate Executive for Cause. If Employer
desires to terminate Executive’s employment for Cause, it shall give notice to
Executive as provided in Section 7(e). For purposes of this
Agreement, “Cause” shall mean (i) the failure of Executive
substantially to perform his duties hereunder (other than any such failure due
to physical or mental illness) or other material breach by Executive of any of his
obligations hereunder, after a demand for substantial performance or demand for
cure of such breach is delivered, and a reasonable opportunity to cure is
given, to Executive by Employer, which demand identifies the manner in which
Employer believes that Executive has not substantially performed his duties or breached
his obligations, (ii) Executive’s gross negligence or serious misconduct
that has caused or would reasonably be expected to result in material injury to
Employer or any of its affiliates, (iii) Executive’s conviction of, or
entering a plea of nolo contendere to, a crime that
constitutes a felony, or (iv) violation of any provision of Employer’s
business ethics policy.


 


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(c)           Termination
Without Cause. Employer may terminate Executive “Without Cause”. If
Employer desires to terminate Executive’s employment Without Cause, it shall
give notice to Executive as provided in Section 7(e). For
purposes of this Agreement, a termination “Without Cause” shall mean a
termination of Executive’s employment by Employer other than as described in Section 7(a) or
for Cause as defined in Section 7(b).


 


(d)           Termination by
Executive. Executive may terminate his employment at any time. If Executive
desires to terminate for Good Reason, he shall give notice to Employer as provided
in Section 7(e). Notwithstanding the foregoing, Executive may not
terminate his employment for Good Reason if Employer has, within fifteen (15)
days of the receipt of Executive’s written notice of his desire to terminate
for Good Reason, cured the conduct alleged to give rise to the basis for the
Good Reason termination. For purposes of this Agreement, “Good Reason”
shall mean a termination of employment by Executive within thirty (30) days
following the occurrence of any of the following events without Executive’s
consent: (i) the assignment of Executive to a position the duties
of which are a material diminution of the duties contemplated by Section 2(b) hereof,
(ii) a reduction of Executive’s Base Salary or his Incentive
Compensation Target Opportunity pursuant to Section 4 and as set
forth on Attachment A, (iii) the assignment of Executive to a
principal office located beyond a 50-mile radius of Executive’s then current
work place, or (iv) a material breach by Employer of any of its
obligations hereunder.


 


(e)           Notice of
Termination. Any termination of Executive’s employment by Employer pursuant
to Section 7(a), 7(b) or 7(c), or by Executive
pursuant to Section 7(d), shall be communicated by a written “Notice
of Termination” addressed to the other party to this Agreement. A “Notice
of Termination” means a written notice which (i) indicates the
specific termination provision in this Agreement relied upon, (ii) sets
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of Executive’s employment under the provision so
indicated, and (iii) subject to the provisions of Section 7(i),
specifies the effective date of termination. The failure by Executive or
Employer to set forth in the Notice of Termination any fact or circumstance
which contributes to a showing of the reason given for the termination of
Executive’s employment shall not waive any right of Executive or Employer
hereunder or preclude Executive or Employer from asserting such fact or
circumstance in enforcing Executive’s or Employer’s rights hereunder.


 


(f)            Payments Upon
Certain Terminations.


 


(i)            If Executive’s
employment is terminated by Employer Without Cause or Executive terminates his
employment for Good Reason, Employer shall pay or provide to Executive as
severance payments and benefits the following:


 


A.                                   Executive shall
receive his Base Salary for the period from the Date of Termination (as defined
in Section 7(i) below) through the expiration of the Severance
Period as set forth on Attachment A, paid in semi-monthly installments
as provided in Section 3.


 


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B.                                     Executive shall
receive the product of


 


(i)                                     the amount of
incentive compensation that would have been payable to Executive pursuant to
the Annual Incentive Compensation Plan for the calendar year in which his
employment terminates with achievement of performance objectives determined as
of the Date of Termination, multiplied by


 


(ii)                                  a fraction, the
numerator of which is equal to the number of days in such calendar year that
precede the Date of Termination and the denominator of which is 365.


 


C.                                     Executive shall
receive the amount of any incentive compensation earned and payable under the
terms of the Long Term Incentive Plan as of the Date of Termination.


 


D.                                    Subject to the
other terms and conditions of this subsection (D), Executive and his dependents
shall be permitted to participate in the health, dental and prescription drug
benefits provided to active employees and their dependents under Employer’s
Group Benefits Plan until Executive attains age 65 or, if later, the end of the
Severance Period (“Continuation Coverage”). Executive shall be
responsible for paying the premium charged for such Continuation Coverage at
the applicable active employee rate. The Continuation Coverage provided to
Executive and his dependents is intended to satisfy the continuation of
coverage requirements of Section 4980B of the Code and Part 6 of
Title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”).
In the event that the period of Continuation Coverage expires prior to the end
of the period of continuation coverage to which Executive and his dependents
would be entitled under COBRA (the “COBRA Period”), Executive and his
dependents may elect continuation coverage under COBRA (“COBRA Coverage”)
for the remainder of the COBRA Period. Executive and his dependents shall be
responsible for paying the full amount of the premium charged for such COBRA Coverage
under the Employer’s Group Benefits Plan.


 


Notwithstanding the foregoing provisions of this subsection (D), in the
event that the Continuation Coverage for whatever reason does not satisfy the
continuation of coverage requirements of COBRA, Executive and his dependents
shall be entitled to elect COBRA Coverage in lieu of the Continuation Coverage
described in this subsection (D). In such event, Executive and his dependents
shall be responsible for paying the full amount of the premiums charged for
such COBRA Coverage under the Employer’s Group Benefits Plan, and Employer
shall no longer have any obligation to provide Executive and his dependents
with the Continuation Coverage described in this subsection (D).


 


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In the event Employer cannot reasonably provide Executive and his
dependents with coverage under Employer’s Group Benefits Plan for the full
Continuation Coverage period, Employer may provide coverage under one or more
alternative plans or arrangements providing substantially equivalent coverage
to the coverage then being provided to active employees and their dependants
under Employer’s group benefits plan.


 


E.                                      During the
Severance Period Employer shall reimburse Executive for the premiums paid to
continue coverage under any supplemental long-term disability policy maintained
by Executive as of January 1, 2007.


 


F.                                      During the
Severance Period Executive shall be entitled to continue to participate in the
Remington Arms Company, Inc. All Groups Life Insurance Plan (the “Life
Insurance Program”) as in effect from time to time. Employer shall be
responsible for paying the premiums for such coverage.


 


G.                                     Executive shall
receive his vested accrued benefits under the Remington Arms Company, Inc.
Pension and Retirement Plan and the Remington Arms Company 401(k) Plan in
accordance with me terms and provisions of such plans as in effect from time to
time.


 


H.                                    Executive shall
receive his benefit under the Remington Supplemental Pension Plan (the “SERP”)
in accordance with the terms and provisions of the SERP as in effect from time
to time.


 


(ii)            Upon
his death or Disability or if Employer terminates Executive’s employment for
Cause, Employer shall pay Executive his full Base Salary through the Date of
Termination, plus, in the case of termination upon Executive’s death or
Disability, a pro rata amount of incentive compensation pursuant to the Annual
Incentive Compensation Plan calculated in the same manner as Section 7(f)(i)(B)
above (but excluding any time between the onset of a physical or mental disability
that prevents the performance by Executive of his duties hereunder and the
resulting Date of Termination). Executive shall not be entitled to severance
compensation under any severance compensation plan of Employer when Executive
receives compensation under this Section 7(f)(ii). Other than
severance compensation, any benefits payable to or in respect of Executive
under any otherwise applicable plans, policies and practices of Employer shall
not be limited by this provision. Any payments required to be made on account
of Executive’s death or Disability shall be made to Executive or his designated
beneficiary in the case of death no later than two and one-half (21/2) months following the end of the calendar year in which Executive’s
employment terminates on account of death or Disability.


 


(iii)          Notwithstanding
anything to the contrary in this Agreement, in the event of Employee’s
voluntary termination without Good Reason or his termination for Cause,
Employer shall have the right to continue to pay Employee’s Base Salary for a
period of up to twelve (12) months following the Date of Termination (which
period shall also be referred to as the Severance Period), paid in semi-monthly
installments as provided in Section 3, in exchange for Employee’s
compliance with the covenants contained in Sections 9, 10 and 11.


 


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(g)           Conditions to
Receipt of Payments Upon Certain Terminations


 


(i)            In consideration of
the severance payments and benefits provided in Section 7(f), Employee
agrees to (A) waive all rights to post termination benefits, other than
vested equity awards and vested benefits under Employer’s tax-qualified and
non-qualified deferred compensation plans, if any, after the Date of
Termination, (B) waive any claims to other severance or termination
payments or benefits, and (C) execute a general release releasing Employer
from all claims, including but not limited to claims under the Age
Discrimination in Employment Act or for wrongful discrimination and wrongful
discharge from Employer, which release shall be in substantially the form
attached hereto as Attachment B. Prior to Executive’s termination of
employment, the release of claims may be revised by Employer. Employer may in
any event modify the release of claims to conform it to the laws of the local
jurisdiction applicable to Executive.


 


(ii)           Executive shall
generally not have a duty to mitigate the costs to Employer under Section 7(f),
except that (A) if the period over which Employer continues to pay
Executive his Base Salary pursuant to Section 7(f) extends beyond
twelve (12) months from the Date of Termination, the amount payable pursuant to
Section 7(f) as Base Salary for any period after the
expiration of such twelve (12) months shall be reduced (but not below zero) by
the amount of compensation received by Executive for services performed in any
capacity, including self-employment, and (B) the continued benefits described
in subsections (E) through (G) (“Continued Benefits”) for such period
shall be reduced or canceled to the extent of any comparable benefit coverage
offered to Executive by a subsequent employer during the period the Continued
Benefits are to be provided.


 


(iii)          Notwithstanding the
provisions of Section 7(f), Employer shall be entitled to provide
an alternate form of any particular benefit described in subsections (D) through
(G) (e.g., an individual insurance policy) so long as such
alternate form of benefit is substantially equivalent and no lapses in coverage
of Executive result from such change in benefits.


 


(h)           Date of
Termination. As used in this Agreement, the term “Date of Termination”
shall mean (A) if Executive’s employment is terminated by his death, the
date of his death, (B) if Executive’s employment is terminated by Employer
for Cause, the date on which Notice of Termination is given or, if later, the
date of termination specified in such Notice, as contemplated by Section 7(e),  and (C) if
Executive’s employment is terminated by Employer Without Cause, due to
Executive’s Disability or by Executive for Good Reason, thirty (30) days after
the date on which Notice of Termination is given as contemplated by Section 7(e)
or, if no such Notice is given, the actual date of termination of Executive’s
employment; provided, however, that Employer may
discontinue Employee’s services hereunder during any notice period as long as
Executive continues to receive his Base Salary and benefits as if he were
continuing to provide such services.


 


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8.             Unauthorized
Disclosure.


 


(a)           Without the prior
written consent of the Board or its authorized representative, except to the
extent required by an order of a court having competent jurisdiction or under
subpoena from an appropriate government agency, in which event, Executive will
use his best efforts to consult with Employer’s Chairman prior to responding to
any such order or subpoena, and except as required in the performance of his
duties hereunder, Executive shall not disclose any confidential or proprietary
trade secrets, customer lists, drawings, designs, information regarding product
development, marketing plans, sales plans, manufacturing plans, any information
covered by the Uniform Trade Secrets Act of Delaware or any other similar legal
protections that may be applicable (or any successor thereto), management
organization information (including data and other information relating to
members of the Board, the Board of Directors of RACI Holding, Inc. (“Holding”)
and management of Employer or Holding), operating policies or manuals, business
plans, financial records, packaging design or other financial, commercial,
business or technical information relating to Holding, Employer or any of their
respective subsidiaries or affiliates or that Holding, Employer or any of their
respective subsidiaries or affiliates may receive belonging to suppliers,
customers or others who do business with Holding, Employer or any of their
respective subsidiaries or affiliates (collectively, “Confidential
Information”) to any third person unless such Confidential Information has
been previously disclosed to the public or is in the public domain (other than
by reason of Executive’s breach of this Section 8). The parties
expressly agree that Confidential Information does not exist in written form
only.


 


(b)           Executive
acknowledges and agrees that he will have broad access to Confidential
Information, that Confidential Information will in fact be developed by him in
the course of his employment with Employer, and that Confidential Information
furnishes a competitive advantage in many situations and constitutes,
separately and in the aggregate, a valuable, special and unique asset of
Employer. Executive shall use his best efforts to prevent the removal or
disclosure of any Confidential Information from the premises of Employer, except
as required in connection with the performance of his duties as an executive of
Employer. Executive agrees that all Confidential Information (whether now or
hereafter existing) conceived, discovered or developed by him during the
Employment Period belongs exclusively to Employer and not to him.


 


9.             Non-Competition.


 


(a)           During the
Employment Period and thereafter during the Restriction Period (as defined in
this Section 9), Executive shall not, directly or indirectly,
engage in, become employed by, serve as an agent or consultant to, or become a
partner, principal or stockholder (other than a holder of less than one percent
(1%) of the outstanding voting shares of any publicly held company) of, or
otherwise support, any business within the Restricted Area (as defined in this Section 9)
which engages in the Business or which is competitive with the Business. For
purposes of this Agreement, the “Restriction Period” shall be equal to
any Severance Period, and “Restricted Area” means any geographical area
in which Employer and its affiliates are engaged in the Business.


 


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(b)           Executive agrees and
acknowledges that Employer and its affiliates are engaged in the Business and
sell and distribute their products throughout the United States and other
jurisdictions throughout the world, and that it would not be reasonable to
limit the geographic scope of this covenant to any particular geographic
location.


 


10.           Non-Solicitation
of Employees. During the Employment Period and thereafter during the
Restriction Period, Executive shall not, directly or indirectly, for his own
account or for the account of any other person or entity with which he is or
shall become associated in any capacity, (a) solicit for employment,
employ or otherwise interfere with the relationship of Employer with any person
who at any time during the six (6) months preceding such solicitation,
employment or interference is or was employed by or otherwise engaged to
perform services for Employer other than any such solicitation or employment
during Executive’s employment with Employer on behalf of Employer, or (b) induce
or attempt to induce any employee of Employer who is a member of management to
engage in any activity which Executive is prohibited from engaging in under any
of Sections 8, 9, 10, 11, 12 or 13  hereof or to terminate his
or her employment with Employer.


 


11.           Non-Solicitation
of Customers. During the Employment Period and thereafter during the
Restriction Period, Executive shall not, directly or indirectly, solicit,
divert or otherwise attempt to establish for himself or any other person, firm
or entity (other than Employer or its subsidiaries or affiliates) any business
relationship of a nature that is competitive with the Business or any
relationship of Employer with any person, firm or corporation which during the
twelve (12) month period preceding the prohibited conduct was a customer,
client or distributor of Employer or any of its subsidiaries or affiliates.


 


12.         Return
of Property. In the event of the termination of Executive’s employment for
any reason, or such earlier time as Employer may request, Executive will
deliver to Employer all of Employer’s property and documents and data of any
nature and in whatever medium pertaining to Executive’s employment with
Employer (except for that which is personal to Executive), and he will not take
with him any such property, documents or data of any description or any
reproduction thereof, or any documents containing or pertaining to any
Confidential Information.


 


13.         Non-Disparagement.
During the Employment Period and thereafter during the Restriction Period,
Executive will not make any statement, written or oral, whether expressed as a fact,
opinion or otherwise, to any person (or induce any third party to make any such
statement) which disparages, impugns, maligns, defames, libels, slanders or
otherwise casts in an unfavorable light Employer or any officer, director,
shareholder or employee of Employer.


 


14.         Failure
to Comply with Covenants.


 


(a)           Without limiting the
damages available to Employer, in the event that Executive fails to comply with
any of the covenants in Sections 8, 9, 10, 11, 12, or 13,
to the extent applicable, following his termination of employment, and such
failure continues following delivery of notice thereof by Employer to
Executive, all rights of Executive and any person claiming under or through him
to the payments and benefits described in Sections 7(f) and (h) shall
thereupon terminate and no person shall be entitled thereafter to receive any
payments or


 


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benefits hereunder; provided, however, that Executive shall not have
the option of foregoing such payments and benefits in order to be relieved of
compliance with such covenants.


 


(b)           Executive
acknowledges and agrees that the covenants and obligations of Executive
described in Sections 8, 9, 10, 11, 12 or 13
relate to special, unique and extraordinary matters and that a violation of any
of the terms of such covenants and obligations will cause Employer irreparable
injury for which adequate remedies are not available at law. Therefore,
Executive agrees that Employer shall be entitled to an injunction, restraining order
or such other equitable relief (without the requirement to post bond) as a
court of competent jurisdiction may deem necessary or appropriate to restrain
Executive from committing any violation of the covenants and obligations
referred to in this Section 14. These injunctive remedies are
cumulative and in addition to any other rights and remedies Employer may have
at law or in equity. If Employer does not prevail in obtaining any such
injunctive relief, Employer shall reimburse Executive for any legal expenses
incurred by him in defending the imposition of such injunctive relief.


 


15.           Intellectual
Property. During the Employment Period, Executive will disclose to Employer
all ideas, inventions and business plans developed by him during such period
which relate directly or indirectly to the Business of Employer or any of its
subsidiaries or affiliates, including without limitation, any process,
operation, product or improvement which may be proprietary, patentable or
copyrightable. Executive agrees that all of the foregoing will be the property
of Employer and that he will at Employer’s request and cost do whatever is
necessary to secure the rights thereto by patent, copyright or otherwise for
Employer.


 


16.           Assignability;
Merger or Consolidation; Assumption of Agreement.


 


(a)           The obligations of
Executive hereunder may not be delegated, and Executive may not, without
Employer’s written consent, assign, transfer, convey, pledge, encumber,
hypothecate or otherwise dispose of this Agreement or any interest herein. Any
such attempted delegation or disposition shall be null and void and without
effect.


 


(b)           Employer and
Executive agree that this Agreement and all of Employer’s rights and
obligations hereunder may be assigned or transferred by Employer. Employer will
require any successor (by purchase, merger, consolidation or otherwise) to all
or substantially all of the business and/or assets of Employer, by agreement in
form and substance reasonably satisfactory to Executive, to expressly assume
and agree to perform this Agreement in the same manner and to the same extent
that Employer would be required to perform it if no such succession had taken
place. Failure of Employer to obtain such agreement prior to the effectiveness
of any such succession shall entitle Executive to compensation from Employer in
the same amount and on the same terms as Executive would be entitled hereunder
if Employer terminated his employment Without Cause as contemplated by Section 7(c),  except that for purposes of implementing
the foregoing, the date on which any such succession becomes effective shall be
deemed both the date of the Notice of Termination and the Date of Termination.


 


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17.           Entire Agreement.
Except as otherwise expressly provided herein, this Agreement (including the
Attachments hereto) constitutes the entire agreement among the parties hereto
with respect to the subject matter hereof, and all promises, representations, understandings,
arrangements and prior agreements (including, without limitation, any
predecessor agreement and any agreement entered into prior to any predecessor
agreement) relating to such subject matter (including, without limitation,
those between Executive and any other person or entity) are merged into and
superseded by this Agreement, and the terms of any prior employment agreement
or arrangement shall, from and after the date of this Agreement, be of no
further force or effect.


 


18.           Indemnification.
Employer agrees that it shall indemnify, defend and hold harmless Executive to
the fullest extent permitted by law from and against any and all liabilities,
costs, claims and expenses, including without limitation all costs and expenses
incurred in defense of litigation, including attorneys’ fees, arising out of
the employment of Executive hereunder, except to the extent arising out of or
based upon the gross negligence or willful misconduct of Executive. Costs and
expenses incurred by Executive in defense of litigation, including attorneys’
fees, shall be paid by Employer in advance of the final disposition of such
litigation upon receipt of an undertaking by or on behalf of Executive to repay
such amount if it shall ultimately be determined that Executive is not entitled
to be indemnified by Employer under this Agreement.


 


19.           Compliance with
Code Section 409A. To the extent applicable, the parties hereto intend
that this Agreement comply with Section 409A of the Internal Revenue Code of
1986, as amended, and all rules, regulations and other similar guidance issued
thereunder (“Code Section 409A”). The parties agree that this
Agreement shall at all times be interpreted and construed in a manner to comply
with Code Section 409A and that should any provision be found not in
compliance with Code Section 409A, the parties are contractually obligated
to execute any and all amendments to this Agreement deemed necessary and
required by Employer’s legal counsel to achieve compliance with Code Section 409A
unless such action results in substantial additional costs to Employer. By
execution and delivery of this Agreement, Executive irrevocably waives any
objections he may have to the amendments required by Code Section 409A.
The parties also agree that in no event shall any payment required to be made
pursuant to this Agreement be made to Employee unless compliant with Code Section 409A.
In the event amendments are required to make this Agreement compliant with Code
Section 409A, Employer shall use its best efforts to provide Executive
with substantially the same benefits and payments he would have been entitled
to pursuant to this Agreement had Code Section 409A not applied, but in a
manner that is compliant with Code Section 409A and does not result in
substantial additional costs to Employer. The manner in which the immediately
preceding sentence shall be implemented shall be the subject of good faith
negotiations between the parties.


 


20.           Miscellaneous.


 


(a)           Arbitration.
Any dispute or controversy arising under or in connection with this Agreement
shall be resolved by binding arbitration. The arbitration shall be held within
the State of Delaware, and except to the extent inconsistent with this
Agreement, shall be conducted in accordance with the Employment Arbitration Rules of
the American Arbitration Association then in effect at the time of the
arbitration, and otherwise in accordance with


 


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principles which would be applied by a court of law or equity. The arbitrator
shall be acceptable to both Employer and Executive. If the parties cannot agree
on an acceptable arbitrator, the dispute shall be heard by a panel of three
arbitrators, one appointed by each of the parties and the third appointed by
the other two arbitrators. All expenses of arbitration shall be borne by the
party who incurs the expense or, in the case of joint expenses, by both parties
in equal portions, except that, in the event Executive prevails on the
principal issues of such dispute or controversy, all such expenses shall be
borne by Employer. Notwithstanding the above, however, because time is of the
essence, whenever a violation or threatened violation of the covenants
contained in Sections 8, 9, 10, 11, 12
and 13 is alleged, then the parties agree that the enforcement of such
covenants and any request for injunctive relief pursuant to Section 14
shall be excepted from the provisions of this Section 20(a).


 


(b)           Governing Law;
Consent to Jurisdiction.


 


(i)            This Agreement
shall be governed by and construed in accordance with the laws of the State of
Delaware (without regard to conflict of law principles thereof) applicable to
contracts made and to be performed therein, and in any action or other
proceeding that may be brought arising out of, in connection with or by reason
of this Agreement, the laws of the State of Delaware shall be applicable and
shall govern to the exclusion of the laws of any other forum.


 


(ii)           Any action to
enforce any of the provisions of this Agreement, except as provided in Section 20(a),
shall be brought exclusively in a court of the State of Delaware or in a
Federal court located within the State of Delaware, and by execution and
delivery of this Agreement, Executive and Employer irrevocably consent to the
exclusive jurisdiction of those courts and Executive hereby submits to personal
jurisdiction in the State of Delaware. Executive and Employer irrevocably waive
any objection, including any objection based on lack of jurisdiction, improper
venue or forum non conveniens, which either may now or hereafter have to the
bringing of any action or proceeding in such jurisdiction in respect to this
Agreement or any transaction related hereto. Executive and Employer acknowledge
and agree that any service of legal process by mail in the manner provided for
notices under this Agreement constitutes proper legal service of process under
applicable law in any action or proceeding under or in respect to this
Agreement.


 


(c)           Taxes.
Employer may withhold from any payments made under this Agreement all federal,
state, city or other applicable taxes as shall be required by law.


 


(d)           Amendments.
Except as otherwise provided in Section 19, no provision of this
Agreement may be modified, waived or discharged unless such modification,
waiver or discharge is approved by the Board or a duly authorized committee
thereof. No waiver by any party hereto at any time of any breach by any other
party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time. No waiver of any provision of this Agreement shall be implied
from any course of dealing between the parties hereto or from any failure by
any party hereto to assert his or its rights hereunder on any occasion or
series of occasions.


 


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(e)           Severability.
In the event that any one or more of the provisions of this Agreement shall be
or become invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein shall not be
affected thereby. Specifically, in the event any part of the covenants set
forth in Sections 8, 9, 10, 11, 12
or 13 are held to be invalid or unenforceable, the remaining parts
thereof shall nevertheless continue to be valid and enforceable as though the
invalid or unenforceable parts had not been included therein. In the event that
any provision of Sections 8, 9, 10 or 11
is declared by a court of competent jurisdiction to be overbroad as written,
Executive specifically agrees that the court should modify such provision in
order to make it enforceable, and that a court should view each such provision
as severable and enforce those severable provisions deemed reasonable by such
court.


 


(f)            Notices. Any
notice or other communication required or permitted to be delivered under this
Agreement shall be (i) in writing, (ii) delivered
personally, by courier service or by certified or registered mail, first-class
postage prepaid and return receipt requested, (iii) deemed to have
been received on the date of delivery or on the third business day after the mailing
thereof, and (iv) addressed as follows (or to such other address as the
party entitled to notice shall hereafter designate in accordance with the terms
hereof):


 


(i)            If to Employer, to
it at:


 


Remington Arms Company, Inc.


Post Office Box 700


Madison, North Carolina 27025


Attention: Secretary


 


(ii)           If to Executive, to
him at the address listed in Section 5 of Attachment A.


 


(g)           Survival. Sections
8, 9, 10, 11, 12, 13, 14, 15, 17, 18, 19, 20(a), (b), (c)
and (f) and, if Executive’s employment terminates in a manner giving
rise to a payment under Section 7(f), Section 7(f)  shall survive the termination of Executive’s employment
hereunder.


 


(h)           No Conflicts.
Executive and Employer each represent that they are entering into this
Agreement voluntarily and that Executive’s employment hereunder and each
party’s compliance with the terms and conditions of this Agreement will not
conflict with or result in the breach by such party of any agreement to which
he or it is a party or by which he or it may be bound.


 


(i)            Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed
an original and both of which together shall constitute one and the same
instrument.


 


(j)            Headings.
The sections and other headings contained in this Agreement are for the
convenience of the parties only and are not intended to be a part hereof or to
affect the meaning or interpretation hereof.


 


(k)           Recitals. The
Recitals to this Agreement are incorporated herein and shall constitute an
integral part of this Agreement.


 


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21.           Acknowledgement.
Executive (a) has had a reasonable amount of time in which to review
and consider this Agreement prior to signature, (b) has in fact read the terms
of this Agreement, (c) has the full legal capacity to enter into this
Agreement and has had the opportunity to consult with legal counsel before
signing this Agreement, (d) fully and completely understands the meaning,
intent and legal effect of this Agreement, and (e) has knowingly and
voluntarily executed this Agreement.


 


[Signatures on following page.]


 


14

















 


IN WITNESS WHEREOF, Employer has duly executed this
Agreement by its authorized representative and Executive has hereunto set his
hand, in each case effective as of the date first above written.


 


	
   

  	
  REMINGTON ARMS COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas L. Millner

  
	
   

  	
  Name: 

  	
  Thomas L. Millner

  
	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
  E.
  Scott Blackwell

  
	
   

  	
   

  
	
   

  	
  /s/
  E. Scott Blackwell

  
	
   

  	
  Signature

  



 


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