Exhibit
10.11


 


PERSONAL &
CONFIDENTIAL


NOT VALID
UNLESS EXECUTED BY BOTH PARTIES


 


April 6, 2009


 


Mr. Thomas L. Millner 


3676 Dunloy Way 


High Point, NC 27262


 


Re: Purchase and Separation Agreement and
General Release


 


Dear Tommy:


 


This letter agreement (this “Agreement”)
confirms your resignation from your employment with Freedom Group, Inc.
(the “Company”) and the Company’s subsidiaries and related entities, and
your resignation from the Boards of Directors of the Company and its
subsidiaries, in each case, effective as of March 16, 2009 (the “Separation
Date”). By signing this Agreement, you agree to the terms and conditions
set forth below.


 


A.            Purchase and
Sale of Company Stock. Subject to your compliance with the
obligations set forth in this Agreement, the Company agrees to the following:


 


1.                                       Purchase and
Sale. On the terms and subject to the conditions of this Agreement, the
Company hereby agrees to purchase, and you agree to sell to the Company, all of
your shares of Common Stock of the Company (the “Common Stock”) and
Preferred Stock of the Company (the “Preferred Stock” and, collectively
with the Common Stock, the “Company Stock”) as follows: (i) 70,000
shares of Common Stock for an aggregate price of $225,400 (the “Common Stock
Purchase Price”) and (ii) 70,000 shares of Preferred Stock for an
aggregate price of $831,434 (the “Preferred Stock Purchase Price” and,
collectively with the Common Stock Purchase Price, the “Purchase Price”).


 


2.                                       Closing. The closing
of the purchase and sale of the Company Stock contemplated by this Agreement
(the “Closing”) shall take place on the Effective Date, as that term is
defined in Section I(4) below.


 


3.                                       Delivery of and
Payment for the Company Stock. At the Closing,


 


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(a)                                   you will
deliver to the Company the share certificates representing the Company Stock;
and


 


(b)                                  the Company
will pay you the Purchase Price by wire transfer of immediately available funds
to a bank account specified by you.


 


B.             Additional Payment. As an
inducement for you to enter into this Agreement, at the Closing the Company
will pay to you, in addition to the Purchase Price, the sum of $324,600 by wire
transfer of immediately available funds to a bank account specified by you.


 


C.             Options. Notwithstanding any
contrary provisions of the Nonqualified Stock Option Award Agreement, dated
May, 2008, which was entered into by you and the Company pursuant to the
American Heritage Arms, Inc. 2008 Stock Incentive Plan (the “AHA-SIP”),
all stock options, whether vested or unvested, that were granted to you under
the AHA-SIP shall be cancelled effective as of the Separation Date.


 


D.            Company Representations and Warranties. The Company
hereby represents and warrants to you that:


 


1.                                       Corporate
Organization; Authority to Conduct Business. The Company is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware. The Company has all corporate power and all
material governmental licenses, authorizations, consents and approvals required
to carry on its business as now conducted and as proposed to be conducted and
to own, operate and lease its properties and assets.


 


2.                                       Authority. The Company
has the requisite corporate power and authority to execute and deliver this Agreement
and to perform its obligations hereunder.


 


3.                                       Legal and
Binding Agreement. This Agreement has been duly executed and
delivered by the Company and constitutes a legal, valid and binding agreement
of the Company, enforceable against the Company in accordance with its terms.


 


E.             Millner Representations and Warranties. You hereby
represent and warrant to the Company that:


 


1.                                       Legal and
Binding Agreement. This Agreement has been duly executed and
delivered by you and constitutes a legal, valid and binding agreement by you,
enforceable against you in accordance with its terms.


 


2.                                       Title. The Company
Stock is all of the outstanding equity interests (other than unexpired options)
of the Company beneficially owned by you. You own the Company Stock
beneficially and of record, free and clear of any encumbrances and upon the
Closing will transfer to the Company good and valid title to the Company Stock
free and clear of any encumbrances.


 


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3.                                       No Other
Representations. Except as set forth herein, no representations or
warranties have been made to you by the Company or any officer, employee, agent
or affiliate of the Company with respect to this Agreement or the transactions
contemplated hereby.


 


F.             Millner’s
Obligations. In consideration of the payments and benefits
described in Sections A and B above, to which you are not
otherwise entitled, you voluntarily agree to the following:


 


1.                                       Your signature
below indicates that:


 


(a)                                  You are
knowingly and voluntarily waiving and releasing forever whatever claims you
have or may have against the Company and its direct and indirect parents
(including Cerberus Capital Management, L.P.), and their subsidiaries and
affiliates, together with their respective officers, members, managers,
directors, partners, shareholders, investors, principals, executives,
consultants, employees and agents, and any of their respective predecessors and
successors in interest and assigns (collectively, the “Releasees”),
based on your employment with the Company and any of its affiliates and the
cessation of your employment (other than claims you may have based upon your
rights under this Agreement).


 


(b)                                 This release
includes a complete waiver of all rights and claims that may have arisen,
whether known or unknown, against any of the Releasees, including but not
limited to, all rights and claims based on Title VII of the Civil Rights Act of
1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Age
Discrimination in Employment Act of 1967 (including the Older Workers Benefit
Protection Act), the Americans with Disabilities Act, the Family and Medical
Leave Act, the Fair Labor Standards Act, the Equal Pay Act, the Employee
Retirement Income Security Act of 1974, the New York State Human Rights Law,
and the New York Labor Laws, and the North Carolina Equal Employment Practices
Act, and the North Carolina Labor Laws and any other similar state or local
employment law (if and to the extent applicable and as any of the foregoing may
be amended from time to time), and any common law, public policy, contract
(whether oral or written, express or implied) or tort law, and any other local,
state or federal law, regulation or ordinance having any bearing whatsoever on
the terms and conditions of your employment and the cessation thereof and in
any way related to your employment relationship with any of the Releasees.


 


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(c)                                  You acknowledge
that you may hereafter discover claims or facts in addition to or different
from those which you now know or believe to exist with respect to the subject
matter of this Agreement and which, if known or suspected at the time of
executing this Agreement, may have materially affected this Agreement or your
decision to enter into this Agreement. Nevertheless, you hereby waive any
right, claim or cause of action that might arise as a result of such different
or additional claims or facts to the extent that those rights, claims, or
causes of action are based on your employment or the cessation thereof.


 


(d)                                 You agree that
if any court or governmental agency assumes jurisdiction over any claim,
demand, charge, complaint, lawsuit or other legal action that is, in whole or
in part, the subject of the release provided for in this Agreement or that, in
whole or in part, pertains to your employment or the cessation thereof, you
shall not be entitled to any monetary or other benefit that results from such
claim, demand, charge, complaint or lawsuit, except as otherwise expressly
required by applicable law.


 


2.                                       The employment
agreement entered into between you and Remington Arms Company, Inc. as of
the 31st day of June, 2007 (the “Employment
Agreement”), shall cease to have any further force or effect, as of the
Separation Date, except as set forth in Sections H(4) and (5) and
Section J(7) below, and by signing this Agreement you are
acknowledging that no further payments or other compensation or benefits, other
than as provided herein, are due to you thereunder or hereunder.


 


3.                                       Except as may
be required by law, you will not disclose the contents or substance of this
Agreement to anyone except members of your immediate family and any tax or
legal counsel you may consult regarding the meaning or effect hereof, and you
will instruct each of the foregoing not to disclose the same.


 


4.                                       You agree to
provide assistance to the Company and its affiliates by making yourself
available to provide information to, and to consult with, the Company and its
affiliates on matters about which you have knowledge as a result of your
employment, including but not limited to all matters (formal or informal) in
connection with any investigations, litigation (potential or ongoing) and
administrative, regulatory or other proceedings which currently exist, or which
may have arisen prior to or which arise following the signing of this
Agreement. Such cooperation will include, but not be limited to, your
willingness to be interviewed by representatives of the Company and its
affiliates and to participate in any such proceedings by deposition or
testimony. In the event that you are required to retain separate legal counsel
with respect to such deposition or testimony, the Company will reimburse you
for such reasonable costs thereof.


 


In the event that you are subpoenaed or
otherwise required by order of a court of competent jurisdiction or other legal
process to appear in connection with any matter or proceeding involving the
Company or its affiliates, you will notify the


 


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Company in accordance with the notice provisions set
forth in Section J(1) below at least fifteen (15) business
days in advance of such appearance, unless to do so would place you in
violation of the subpoena, court order or other legal process, in which case
you shall give as much notice as possible without placing yourself in violation
of the subpoena, court order or other legal process.


 


G.            Mutual
Obligations and Understandings.


 


1.                                       You represent
that you have not disparaged, and will not disparage, directly or indirectly,
the Company or any of the other Releasees, and you will not make any comments
or statements, written or oral, that reflect adversely on any of them, nor will
you make any comments or statements, written or oral, regarding the Company in
any public forum, other than factual statements about your responsibilities and
information about the Company that is in the public domain, without the prior
written approval of the undersigned or his designee. The Company agrees that
the Company’s controlling shareholders, directors and officers will not,
directly or indirectly, disparage you.


 


2.                                       By entering
into this Agreement, the Company does not admit, and specifically denies, any
liability, wrongdoing or violation of any law, statute, regulation or policy.
Nothing herein shall be deemed to constitute an admission of wrongdoing by the
Company or any of the other Releasees. Neither this Agreement nor any of its
terms shall be used as an admission or introduced as evidence as to any issue
of law or fact in any proceeding, suit or action, other than an action to
enforce this Agreement.


 


3.                                       You agree that
if you materially breach any provision of this Agreement, in addition to any
other legal or equitable remedy the Company may have, the Company will be entitled
to recover the consideration provided in Section B above and you
will reimburse the Company for all of its reasonable attorneys’ fees and costs
incurred to enforce this Agreement, to the fullest extent permitted by
applicable law. In the event that the Company materially breaches any provision
of this Agreement, in addition to any other legal or equitable remedy you may
have, the Company will reimburse you for all of your reasonable attorneys’ fees
and costs incurred to enforce this Agreement, to the fullest extent permitted
by applicable law.


 


H.            Obligations
Unrelated to this Agreement. Regardless of whether you
sign this Agreement, the following shall apply:


 


1.                                      You will be
paid for all earned but unused vacation days as of the Separation Date.


 


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2.                                       You are deemed
to have resigned from all Company directorships and/or officer positions,
effective as of the Separation Date. Should your signature be required on any
other document to effect the foregoing, you will provide it immediately upon
request.


 


3.                                       You are
required to return to the undersigned all records, materials and other property
you have in your possession or control that are the property of the Company no
later than the Separation Date, and by signing this Agreement, you are
representing that you have done so.


 


4.                                       You will comply
with the obligations set forth in Sections 8 through 15 of the Employment
Agreement as if set forth in their entirety in this Agreement.


 


5.                                       Your
participation in the Company’s benefit plans and programs will be determined as
follows.


 


(a)                                 Your continuing
coverage under the Company’s group health and dental plans will be governed by Section 7(f)(i)(D) of
the Employment Agreement.


 


(b)                                Your
participation in all other pension and welfare plans and programs provided by
the Company will cease on the Separation Date.


 


6.                                       Pursuant to Section 5.2
of the Remington Arms Company, Inc. 2006 Long Term Incentive Plan (the “LTIP”),
upon the Separation Date, you shall forfeit any Retention Bonus (as defined in
the LTIP) if and to the extent payable thereunder and shall not have the right
to receive any payment on the Payment Date (as defined in the LTIP).


 


I.              Consideration Period. By signing
this Agreement in the space provided below and returning it to the undersigned,
you are confirming your acceptance of the terms and conditions set forth
herein, and you are acknowledging the following:


 


1.                                       Because the
obligations as set out in this Agreement represent a complete waiver and release
of all claims that you have against the Company and the other Releasees based
on your employment and the cessation thereof, you should review it carefully
before signing. You can take up to twenty-one (21) days from your receipt of
this Agreement to consider its meaning and effect and to determine whether or
not you wish to enter into it. During that time, you are advised to consult
with an attorney.


 


2.                                       If you sign
this Agreement before the end of the twenty-one (21) day consideration period,
you are doing so voluntarily.


 


3.                                       In addition,
you may take up to seven (7) days after signing this Agreement to revoke
your signature. Any revocation shall be made in writing to the undersigned.


 


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4.                                       This Agreement
will not become effective, and your rights under Sections A and B
above will not accrue, until after the seven (7) day period expires
without revocation. Provided that you sign this Agreement within the
consideration period and do not revoke your signature, the eighth (8th) day following the end of
the revocation period will be the “Effective Date”.


 


5.                                       If you elect
not to sign this Agreement, or if you revoke your signature, you will not
receive the payments or benefits described in Sections A and B
above.


 


J.             Miscellaneous.


 


1.                                      All notices,
requests and other communications to any party hereunder shall be in writing
(including facsimile transmission) and shall be given,


 


if to the Company, to:


 


Freedom Group, Inc.


870 Remington Drive


P.O. Box 700


Madison, NC 27025-0700


 


With a copy to (which shall not constitute notice):


 


Cerberus Capital Management, L.P.


299 Park Avenue


New York, NY 10171


Facsimile No.: (212) 891-1540


Attn: George Kollitides


 


With an additional copy to (which shall not
constitute notice):


 


Milbank, Tweed, Hadley & McCloy LLP


One Chase Manhattan Plaza


New York, NY 10005


Facsimile No.: (212) 822-5921


Attn: Roland Hlawaty, Esq.


 


if to you, to:


 


Thomas L. Millner


3676 Dunloy Way


High Point, NC 27262


 


2.                                      This Agreement
constitutes the entire agreement between the parties with respect to the
subject matter hereof and supersedes all prior negotiations, representations or
agreements relating thereto, whether written or oral, with the exception of any
agreements expressly described herein as having created continuing rights and obligations.
You represent that in executing this Agreement, you have not relied


 


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on any promise, representation, inducement,
agreement or statement not set forth herein. No amendment or modification of
this Agreement shall be valid or binding upon the parties unless in writing and
signed by both parties.


 


3.                                      No failure by
any party to insist upon strict compliance with any term of this Agreement,
enforce any right, or seek any remedy upon any default of the other will
affect, or constitute a waiver of, the first party’s right to insist upon such
strict compliance, enforce that right, or seek that remedy with respect to that
default or any prior, contemporaneous, or subsequent default. No custom or
practice of the parties at variance with any provision of this Agreement will
affect or constitute a waiver of any party’s right to demand strict compliance
with all provisions of this Agreement


 


4.                                      In the event
that any one or more of the provisions of this Agreement is held to be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions will not in any way be affected or impaired thereby.
Moreover, if any one or more of the provisions contained in this Agreement is
held to be excessively broad as to duration, scope, activity or subject, such
provisions will be construed by limiting and reducing them so as to be
enforceable to the maximum extent compatible with applicable law.


 


5.                                      This Agreement
will be binding upon, inure to the benefit of, and be enforceable by and
against the respective heirs, legal representatives, successors and assigns of
the parties to this Agreement.


 


6.                                      This Agreement
may be executed in any number of counterparts (which may be exchanged by
facsimile or email), each of which shall be deemed an original and both of
which when taken together shall constitute one and the same instrument.


 


7.                                      This Agreement
will be governed by and construed in accordance with the laws of the State of
New York without regard to the conflict of law principles thereof. Any dispute
arising under this Agreement will be resolved in accordance with Section 20
of the Employment Agreement, as if set forth in its entirety in this Agreement,
provided that any such action or proceeding shall be heard in the State of New
York, New York County. The parties expressly irrevocably consent to submit
themselves to the jurisdiction of the American Arbitration Association in the
of the State of New York, New York County and to the federal and state courts
of the State of New York, New York County, which shall be the exclusive forums
in which any disputes arising under this Agreement or otherwise in connection
with the matters set forth herein.


 


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  Sincerely,

  
	
   

  	
   

  
	
   

  	
  FREEDOM
  GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ted Torbeck

  
	
   

  	
  Title:

  	
  4-8-09
  CEO

  



 


 


I am signing this Agreement knowingly, voluntarily
and with full understanding of its terms and effects. I have not relied on any
representations or statements not set forth herein.


 


 


	
  /s/ Thomas L. Millner

  	
   

  
	
  Thomas L. Millner

  	
   

  
	
   

  	
   

  
	
  Date: 

  	
  4/6/09

  	
   

  
			



 


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NOT VALID
UNLESS EXECUTED BY BOTH PARTIES


 


April 6, 2009


 


Mr. Thomas L. Millner 


3676 Dunloy Way


High Point, NC 27262


 


Re: Agreement Regarding
Health Insurance 


 


Dear Tommy:


 


This letter (this “Letter
Agreement”) confirms the agreement between you and Remington Arms Company, Inc.
(the “Company”) with respect to your health insurance (health, dental
and prescription drugs) after March 16, 2009. By signing this Letter
Agreement, you agree to the terms and conditions set forth below.


 


1.             Subject to the other terms
and conditions of this Letter Agreement, you and your qualified dependents
shall be permitted to participate in the health, dental and prescription drug
benefit plans provided to active employees of the Company and their qualified
dependents under the Company’s Group Benefits Plan, as in effect from time to
time, until you attain age 65 (the “Continuation Coverage”). You shall
be responsible for paying the premiums charged for such Continuation Coverage
at the applicable active employee rate.


 


2.             The Continuation Coverage is
intended to satisfy any 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 any period of continuation
coverage to which you and your qualified dependents would be entitled under
COBRA (the “COBRA Period”), you and your qualified dependents may elect
continuation coverage under COBRA (“COBRA Coverage”) for the remainder
of the COBRA Period. You shall be responsible for paying the full amount of the
premium charged for such COBRA Coverage.


 


3.             In the event that the
Continuation Coverage does not, for any reason, satisfy the continuation of coverage
requirements of COBRA, you and your qualified dependents shall be entitled to
elect COBRA Coverage in lieu of the Continuation Coverage. In such event, you
and your qualified dependents shall be responsible for paying the full amount
of the premiums charged for such COBRA Coverage under the Company Group
Benefits Plan.


 


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4.             In the event the Company
cannot provide you and your qualified dependents with coverage under the
Company’s Group Benefits Plan for the full Continuation Coverage period, the
Company 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 the Company’s
Group Benefits Plan.


 


5.             This Letter Agreement
constitutes the entire agreement between the parties with respect to the
subject matter hereof and supersedes all prior negotiations, representations or
agreements relating thereto, whether written or oral. You represent that in
executing this Letter Agreement, you have not relied on any promise,
representation, inducement, agreement or statement not set forth herein. No
amendment or modification of this Letter Agreement shall be valid or binding
upon the parties unless in writing and signed by both parties.


 


6.             This Letter Agreement will
be governed by and construed in accordance with the laws of the State of New
York without regard to the conflict of law principles thereof. Any dispute or
controversy arising under or in connection with this Letter Agreement shall be
resolved by binding arbitration. The arbitration shall be held within New York
State and New York County, and shall be conducted in accordance with the
Employment Arbitration Rules of the American Arbitration Association then
in effect and otherwise in accordance with principles which would be applied by
a court of law or equity. 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. The parties expressly irrevocably consent to submit to the
jurisdiction of the American Arbitration Association in the of the State of New
York, New York County, and to the federal and state courts of the State of New
York, New York County with respect to the enforcement of any arbitral award,
which shall be the exclusive forums for any such disputes.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  Remington
  Arms Company, Inc.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ted Torbeck 4-8-09

  
	
   

  	
  Title:

  	
  CEO

  



 


 


I am signing this Letter Agreement knowingly, voluntarily and with full
understanding of its terms and effects. I have not relied on any
representations or statements not set forth herein.


 


 


	
  /s/ Thomas L. Millner

  	
   

  
	
  Thomas L. Millner

  	
   

  
	
  Date:

  	
  4/6/09

  	
   

  
			



 


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