Exhibit 10.8


 


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 Stephen Jackson (“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 Chief Financial Officer 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.


 


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 Executive’s 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.                                     During the
Severance Period, Executive shall continue to receive financial planning
services pursuant to The Comprehensive (or Executive) Counseling Program (the “Financial
Planning Services Program”) as in effect from time to time. With respect to
each calendar year during the Severance Period, Employer shall report as income
to Executive for federal and state income tax purposes the value of the
financial planning services received by Executive for such calendar year
pursuant to the Financial Planning Services Program. In addition, Employer shall
pay to Executive a payment equal to the amount necessary to pay the federal and
state income taxes imposed upon Executive as a result of the receipt of the financial
planning services (i.e., a gross-up payment). For purposes of determining
the amount of the gross-up payment, Executive shall be deemed to pay federal
income taxes at the highest marginal rate of federal income taxation for
individuals in the calendar year in which the gross-up payment is paid. In
addition, Executive shall be deemed to pay state income taxes at a rate
determined in accordance with the following formula:


 


(1 – [highest marginal rate of federal income taxation for
individuals]) X (highest marginal rate of income tax in the state in which
Executive is domiciled for individuals in the calendar year in which the
gross-up payment is paid).


 


The amount of the gross-up payment shall be determined by Employer’s
outside independent accountants and shall be final and binding on Employer and
Executive. The gross-up payment shall be paid to Executive in a single lump sum
payment on or prior to December 31 of each calendar year during which the
financial services are provided pursuant to this Section (7)(f)(i)(G).


 


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H.                                    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 the terms and provisions of such plans as in effect from time
to time.


 


I.                                         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.


 


(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.


 


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(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, l1, 12
or l3 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 Consolidations;
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.]


 


15

















 


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:

  
	
   

  	
   

  
	
   

  	
  Stephen Jackson

  
	
   

  	
   

  
	
   

  	
  /s/ Stephen Jackson

  
	
   

  	
  Signature

  



 


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