Exhibit
10.10


 


EMPLOYMENT
AGREEMENT


 


This Agreement is made and entered into as of the 1st day of Nov., 2008,
by and between John A. DeSantis (hereinafter referred to as the “Executive”)
and Bushmaster Firearms International, LLC, a Delaware limited liability
company (hereinafter referred to as the “Company”).


 


The Company hereby agrees to employ the Executive and the Executive
accepts such employment upon the terms and conditions set forth in this
Agreement.


 


1.                                      Duties.


 


1.1                               Executive shall
serve the Company as President and General Manager during the term of this
Agreement and shall have such authority and perform such duties not
inconsistent with such position as may from time to time be prescribed by the
Board of Directors of the Company. Executive shall report to the Board or such
other person designated by the Board of Directors of the Company.


 


1.2                               Executive shall devote his
full time and best efforts to the performance of his duties for the Company and
shall not engage in any other business activities during the Employment Term
without prior written consent of the Company, acting through its Board of
Directors; provided that Executive may manage his personal investments to the
extent such activities do not otherwise violate the terms of this Agreement or
interfere with the performance of his duties to the Company.


 


2.                                      Term and Termination.


 


2.1                               Term: The term of
Executive’s employment under this Agreement will commence on Nov 1, 2008 (the “Commencement
Date”) and continue for two years through Nov 1, 2010 (the “Employment Term”)
unless sooner terminated as set forth in Section 2.2 of this Agreement.
Upon expiration of the Employment Term, the parties may by mutual agreement
renew this Agreement. Such renewal must be in writing. Upon expiration of the
Employment Term, should Executive continue in the Company’s employ and the
parties do not execute a written renewal or new employment agreement, (i) Executive
shall be an “Executive at will” at the same level of compensation as set forth
in Sections 3.1 and 3.2, (ii) the provisions of Section 2.2 of this
Agreement shall apply in accordance with its terms to any subsequent
termination of employment and (iii) Sections 6.1, 6.2, 6.3, 6.4, 6.5, 7
and 12 below (and no other terms of this Agreement) shall continue to be
applicable in accordance with their terms subsequent to the Employment Term.


 

















 


2.2                               Termination:


 


(a)                                Executive’s
employment under this Agreement shall be terminated upon the earliest to occur
of any of the following:


 


(i)                                   the death of the Executive.


 


(ii)                                the Executive’s
inability to perform the essential functions of his duties with or without
reasonable accommodation on account of disability or incapacity for a period of
six (6) or more months, as reasonably determined by the Company’s Board of
Directors.


 


(iii)                            written notice
to Executive that the Company is terminating Executive’s employment hereunder
without cause.


 


(iv)                            the termination
of Executive’s employment by Executive because of a material adverse change in
the duties of Executive from those described in Section 1 or a requirement
by the Company that Executive relocate his place of residence by more than 50
miles, after written notice from Executive to the Company of the specific
duties and changes in Executive’s duties to which he objects, the reasons for
his objections, and his intent to terminate his employment because of such
changes, said written notice to be served on the Company by the Executive
within 90 days of the Executive’s knowledge of such alleged changes, and the
Company’s failure to modify within thirty (30) days the duties of the Executive
to conform to those described in or permitted by Section 1. The sale of
the Company or any other change in control of the Company shall not, in and of
itself, constitute a material adverse change in duties of the Executive.


 


(v)                               written notice
to the Company of the termination of Executive’s employment by Executive at any
time for any reason (other than as provided in clause (iv) above)
including, without limitation, resignation or retirement.


 


(vi)                            the termination
of Executive’s employment by Executive at any time for a material breach of
this Agreement by the Company after written notice of such breach to the
Company and the Company’s failure to cure such breach within thirty (30) days.


 


(vii)                         the termination
of Executive’s employment by the Company at any time “for cause,” such
termination to take effect immediately upon written notice from the Company to
Executive. For purposes of this Agreement, the term “for cause” shall mean (a) if
the Executive is convicted of, or pleads guilty or no contest to, a


 


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felony or any crime involving moral turpitude,
dishonesty or theft; or (b) material failure by the Executive to comply
with applicable laws or governmental regulations with respect to the Company’s
operations or the performance of duties of the Executive; or (c) actions
by the Executive involving embezzlement, theft, sexual harassment,
discrimination, fraud or other acts of a criminal nature by the Executive in
his dealings with the Company or its employees or representatives; or (d) Executive’s
continued failure to perform his substantial job functions after written notice
from the Company; or (e) Executive’s material violation of any written
policy of the Company; or (f) Executive’s failure to fully cooperate in
any investigation or audit of the Company or its affiliates, in each case as
reasonably determined by the Board of Directors of the Company. Upon such
termination for cause, the only obligation the Company will have under this
Agreement will be to pay Executive’s unpaid base salary accrued through the
date of termination.


 


(b)                                 Upon the
termination of this Agreement pursuant to clauses (iii), (iv) or (vi) only
of Section 2.2 (a), Executive shall be entitled to receive as a severance
payment, continued payments of his then current base salary in accordance with
the Company’s regular payroll policies for 24 months following his date of
termination. Executive’s severance payments shall be reduced by the amount of
any disability insurance payments from coverage provided by the Company or its
affiliates that are received by Executive during such severance payment period.
The severance payments will be paid in accordance with the Company’s applicable
payroll provisions and shall be reduced by any applicable withholding
requirements. In addition, for the duration of Executive’s receipt of severance
payments hereunder (but without abbreviating such period due to a prepayment by
the Company for purposes of this sentence) or until Executive becomes eligible
for similar benefits due to subsequent employment, Executive shall continue to
receive the same health and dental benefits he had received immediately prior
to such termination pursuant to Section 4 hereof, solely at the Company’s
expense.


 


(c)                                  A breach by
Executive of any undertaking set forth in Sections 6 or 7 hereof shall result
in an immediate termination of the rights of Executive hereunder (but shall not
relieve Executive of his obligation to comply with Sections 6 or 7 hereof).


 


Upon the termination of Executive’s employment for any reason, by
either party, the Executive shall immediately return to the Company any
property of the Company in his possession and, in the case of a termination potentially
entitling Executive to payment pursuant to Section 2.2(b) hereof,
execute and deliver to the Company a general release of claims against the
Company, its directors, officers, shareholders, employees and agents in form
satisfactory to the Company; return of this property and the execution and
delivery of such release shall be a


 


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precondition to the payment of any further compensation owed by the
Company to the Executive, if any, pursuant to Section 2.2 (b) or the
exercise of any options to purchase Common Stock of the Company granted to
Executive pursuant to this Agreement.


 


3.                                    Compensation. For all
services rendered by the Executive, the Company shall pay to the Executive:


 


3.1                               Base Salary: Base salary
at the rate of $350,000 per annum, payable in accordance with the Company’s
regular payroll policies commencing upon the Commencement Date.


 


3.2                               Bonuses:   Executive shall be eligible to earn an
annual target bonus of up to 100% of his base salary, with an opportunity to
earn up to 200% of his base salary, which, in each case, shall be earned based
on the achievement of individual and/or Company performance goals established
from time to time by the Board of Directors of the Company.


 


4.                                    Executive
Benefit Plans; Fringe Benefits.


 


Executive shall be entitled to (i) participate in whatever health
and dental insurance, short term and long term disability leave and 401(k) plans
are maintained by the Company from time to time for its salaried exempt employees
and (ii) four weeks of vacation per calendar year, such vacation to be
accrued and used in accordance with applicable Company policy.


 


5.                                    Equity
Compensation.


 


The Executive shall continue to participate in such equity and option
agreements that he has entered into previously with the Company or its parents.


 


6.                                    Restrictive
Covenants.


 


In consideration of this Employment Agreement and the severance
benefits conferred herein, Executive agrees to the following:


 


6.1                               Confidentiality: Executive
agrees to maintain in strictest confidence all proprietary data and other
confidential or non-public information (whether concerning the Company or any
of its customers or proposed customers) obtained or developed by Executive
before or in the course of his employment with the Company or with Bushmaster
Firearms, Inc., a Maine corporation, substantially all of the assets of
which were purchased by the Company on or about the Commencement Date. Such
information and data shall include but not be limited to the Company’s trade
secrets, patents, inventions, systems, computer programs and software,
procedures, manuals, confidential reports and communications and lists of
customers and clients, as well as information that the Company may obtain from
third parties in confidence or subject


 


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to non-disclosure or similar agreements. All such information and data
is and shall remain the exclusive property of the Company (or, in certain
circumstances, its particular customer) and shall be used solely for the
benefit of the Company. Any such information and data in Executive’s possession
after termination of his employment shall be promptly returned to the Company.
Executive’s obligations under this Section 6.1 shall survive any termination
of his employment.


 


6.2                              Non-Competition: Executive
acknowledges that he is a key employee of the Company and his talents and
services are of a special, unique, unusual and extraordinary character and are
of particular and peculiar benefit and importance to the Company. In order for
the Company to protect its interests against the competitive use of any
confidential information, knowledge or relationships concerning the Company and
its business to which Executive will have access by virtue of the special
nature of his relationship with the Company and his involvement in its affairs,
and in consideration of the payments made to Executive hereunder and the
agreements of the parties herein, Executive agrees that, for so long as this
Agreement is in effect and for a period of two (2) years following the
termination of Executive’s employment hereunder, Executive will not own (by
ownership of securities or otherwise), manage, operate, control, engage in as
an equity participant or be employed by or act as a consultant to, or be
connected in any manner with, the ownership, management, operation or control
of any business a substantial portion of whose business directly or indirectly
competes with that of the Company. In recognition of the geographic extent of the
Company’s existing and anticipated operations and the nature of the Company’s
business and competitive circumstances, the restrictive covenant contained in
this Section 6.2 shall apply throughout North America.


 


6.3                              Solicitation: Executive
agrees that, for so long as this Agreement is in effect and for a period of two
(2) years following the termination of Executive’s employment hereunder,
Executive shall not solicit or induce any employee of the Company to leave the
employ of the Company, or to hire or attempt to hire any person who was an
employee of the Company within the 12 month period preceding such action on
behalf of Executive or on behalf of any other person or entity, and Executive
further agrees, during such period, not to interfere with, disrupt or attempt
to disrupt any past, present or prospective contractual or other relationship
between the Company and any of its clients, customers, suppliers or employees,
current or prospective.


 


6.4                              Non-Disparagement. Executive
agrees that he shall not make any statement that would disparage the Company,
its subsidiaries or affiliates, their directors, officers or employees or any
product line of the Company or its affiliates. The Company shall not authorize
the making of any statement that would disparage Executive.


 


6.5                              Remedy for Breach: The parties
recognize that the services to be rendered under this Agreement by Executive
are special, unique, and of an extraordinary character, and that in the event
of a breach of this Section 6 by Executive, then the Company shall be
entitled to institute and prosecute proceedings in any court of competent
jurisdiction in equity, to enforce the specific performance of any terms,
conditions, obligations and requirements of this Section 6, and/or to
enjoin the Executive from continuing those actions which are in breach of this
Agreement, or to take any or all of the foregoing actions. Without limitation
of the foregoing, in


 


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the
event of a breach by Executive of this Section 6, Executive shall forfeit
any and all rights to receive severance payments under this Agreement. Nothing
herein contained shall be construed to prevent the pursuit of any other remedy,
judicial or otherwise, in case of any breach of this Section 6.


 


7.                                    Inventions and Patents.   Executive hereby assigns to
Company any and all right, title and interest in and to any and all ideas,
inventions, discoveries, trademarks, trade names, copyrights, patents and all
other information and data of any kind developed by the Executive during the
period of his employment with the Company, and shall cooperate with the Company
and execute any and all documents necessary to effect such assignments.


 


8.                                    Section Headings. Section headings
contained in this Agreement are for convenience only and shall in no manner be
construed as a part of this Agreement.


 


9.                                    Amendment. This Agreement
may be amended or modified only in writing signed by both parties.


 


10.                             Counterparts. This Agreement
may be executed in two or more counterparts each of which shall be deemed to be
an original but all of which together shall constitute one and the same
instrument.


 


11.                             Waiver. The failure of either party
hereto in any one or more incidences to insist upon the performance of any of
the terms or conditions of this Agreement, or to exercise any rights or
privileges conferred in this Agreement, or the waiver of any breach of any of
the terms of this Agreement shall not be construed as waiving any such terms
and the same shall continue to remain in full force and effect as if no such
forbearance or waiver had occurred.


 


12.                             Applicable Law. This Agreement
has been entered into in the State of New York. This Agreement shall be
construed according to and governed by the laws of the State of New York (excluding
conflict of laws principles), and Executive expressly irrevocably consents to
submit himself to the jurisdiction of the federal and state courts of the State
of New York, which shall be the exclusive forums in which any disputes arising
under this Agreement or otherwise in connection with Executive’s relationship
with the Company shall be adjudicated.


 


13.                             Reformation and Severability. In the event
any provision or portion of this Agreement shall be held invalid or
unenforceable by any court of competent jurisdiction, any such provision or
portion may be reformed by the court to the minimum extent necessary in order
to make it valid or enforceable as so reformed, whereupon the parties agree
that said provision or portion as so reformed shall be valid and enforceable by
or upon them without


 


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further action by the parties. Any such holding shall not invalidate or
render unenforceable any other term contained in this Agreement.


 


14.                             Entire
Agreement. This Agreement is intended
by the parties to integrate all prior discussions and writings, including
memoranda and e-mail messages, term sheets, and similar expressions of intent
into a single, complete statement of the understandings of the parties with
respect to the matters covered by this Agreement and the documents referred to
in it. Accordingly, the parties agree that this Agreement supersedes all prior
agreements and understandings between the parties with respect to its subject
matter and constitutes (along with the documents referred to in this Agreement)
a complete and exclusive statement of the terms of the agreement between the
parties with respect to its subject matter. In addition, the parties agree that
this Agreement may not be amended except by a written agreement executed by the
party to be charged with the amendment. The parties further agree and
acknowledge that


 


(i)                                     this Agreement has not been
entered into under undue time pressure, and that both parties have had an
adequate opportunity to review this Agreement with counsel,


 


(ii)                                  no oral assurances have been
given by either party that this Agreement is an interim agreement or that a
more comprehensive agreement is or will be forthcoming,


 


(iii)                               there are no oral conditions
or promises that supplement or modify this Agreement, and


 


(iv)                              this Section 14 does
not constitute “boilerplate”, but rather is a critical substantive provision of
this Agreement.


 


15.                             Assignment
and Successors. Executive’s rights under
this Agreement shall not be assignable by the Executive. This Agreement may be
assigned by Company and shall inure to the benefit of and be binding upon
Company, its successors and assigns.


 


16.                             Notices.  Any notice to be given under this Agreement
must be in writing and either delivered in person or sent by first class
certified or registered mail, return receipt requested, postage prepaid, if to
the Company, in care of the board of directors, and if to the Executive, at his
home address or addresses as either party shall have designated in writing to
the other party hereto.


 


17.                             Representation. Executive
represents and warrants that there is not agreement between him and any other
person or entity that could interfere with the performance of his duties and
obligations hereunder.


 


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IN WITNESS WHEREOF, Company has hereunto caused
its corporate name to be signed and sealed, and Executive has hereunto set his
hand, all being done in duplicate originals, with one original being delivered
to each party as of the day and year first above written.


 


 


	
   

  	
  BUSHMASTER
  FIREARMS

  INTERNATIONAL LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:  

  	
  Paul Miller

  
	
   

  	
  Title:  

  	
  Chairman of the Board

  
	
   

  	
   

  
	
   

  	
  /s/
  John A. DeSantis

  
	
   

  	
  John
  A. DeSantis

  



 


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