Exhibit 10.1
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (this "Agreement"), made effective as of
January 1, 2000, by and between Remington Products Company, L.L.C., a Delaware
limited liability (the "Company"), and Neil P. DeFeo, an individual (the
"Executive").
W I T N E S S E T H:
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WHEREAS, the Company desires to retain Executive to serve it
in the capacity of President and Chief Executive Officer and to perform services
on its behalf in said position;
NOW, THEREFORE, in consideration of the foregoing and of the
mutual promises and covenants herein contained, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. EMPLOYMENT
The Company agrees to employ Executive and Executive agrees to
serve the Company on the terms and conditions set forth herein.
2. TERM
This Agreement shall be for an initial period of two (2) years
(the "Initial Term"); provided that the term of this Agreement shall be extended
for two years unless six months prior to the second anniversary of the date
hereof, the Company notifies the Executive, or three months prior to such
anniversary, the Executive notifies the Company, that the Agreement will be
terminated at the end of the Initial Term. Successive two-year extensions occur
thereafter in the same manner unless notice of termination is given by the
Company at least six months or by the Executive at least three months, prior to
the end of the then effective Term. As used herein, "Term" means the Initial
Term and any extensions thereof as provided for in this Section 2.
3. POSITION AND DUTIES
(a) Executive shall serve as Chief Executive Officer and
President of the Company and shall perform such duties and exercise such
supervision and powers over and with regard to the business of the Company
customarily associated with the position of Chief Executive Officer and
President, as well as such duties and services prescribed herein and as may be
reasonably prescribed from time to time by the Management Committee of the
Company (the "Board"). Executive shall perform such duties to the best of his
ability and in a diligent and proper manner. Executive shall be appointed to
serve as a member of the Board during the term of his employment with the
Company.
(b) Except during vacations and periods of illness, Executive
shall, during the term of this Agreement, devote all his business time (as
opposed to personal time) and attention to the performance of services for the
Company. The Executive shall cooperate reasonably in any sale of the Company,
IPO or similar transaction. The Executive shall have the right to serve on other
boards of directors and engage in civic and charitable activities, subject to
the consent of the Company, which consent shall not be unreasonably withheld.
4. COMPENSATION AND RELATED MATTERS
(a) Salary. During the period of Executive's employment
hereunder, the Company shall pay to Executive a salary at a rate of not less
than $600,000 per annum payable in accordance with normal payroll practices of
the Company but not less frequently than monthly. The Executive's salary shall
be reviewed annually and may be increased based on such review and, if so
increased, shall not thereafter be decreased during the Term of this Agreement,
except that it may be decreased in connection with a general reduction of
salaries of executives, but in no event to less than $600,000. As used herein,
"Base Salary" means Executive's initial salary hereunder as the same is
increased. The salary payments hereunder shall not in any way limit or reduce
any other obligation of the Company hereunder, and no other compensation,
benefit or payment hereunder shall in any way limit or reduce the obligation of
the Company to pay Executive's Base Salary hereunder.
(b) Welfare and Retirement Benefits. From and after the date
of this Agreement, Executive shall be entitled to participate in all of the
Company's employee pension plans, welfare benefit plans, tax-deferred savings
plans, or other welfare or retirement benefits or arrangements (including any
insurance or trust arrangements maintained generally for the benefit of the
Company's directors and officers) and in which the executive officers of the
Company are entitled generally to participate (collectively, the "Company
Benefit Plans") on the same basis as other executive employees. The Company
shall provide the Executive with term life insurance in the amount of at least
two times base salary (insurance provided pursuant to the existing Company
Benefit Plan shall count towards the foregoing amount). The Company shall use
its best efforts to enable the Executive to purchase up to an additional
$500,000 in term life insurance at the Executive's expense.
(c) Bonus/Incentive Compensation. (i) The Board shall (A)
establish performance targets based on profits of the Company and its
consolidated subsidiaries and other reasonable financial criteria at or around
the commencement of each fiscal year and (B) establish a target for aggregate
bonuses for the Company's executives for each fiscal year (the "Bonus Pool")
which may increase or decrease depending upon the extent to which the
performance criteria for such fiscal year are achieved. Executive's percentage
of the Bonus Pool will be set so that Executive will receive a bonus of not less
than 85% of Base Salary in the event that the Company achieves 100% of the
criteria established for such year (the "Target Bonus"). The amount of the
Target Bonus will be adjusted, in accordance to the terms of the bonus program
adopted by the Company, (including any special accelerated bonus program) based
on Company Performance above or below the targeted performance level.
(ii) In addition to any bonus payable under clause (i) above, Executive
will be entitled to receive an additional $250,000 as a bonus in the event that
the EBITDA (as defined under the bonus plan for the Company) of the Company
exceeds $43,000,000 for the fiscal year 2000, taking into account any bonuses
paid under the Company bonus plan for such fiscal year (including the bonus
payable under this clause (ii)). Such bonus shall be payable when the bonuses
are payable under Clause (i) in respect of such fiscal year. The Board of
Directors shall consider similar bonuses (at new targets) for each fiscal year
under appropriate circumstances.
(d) Vacations. Executive shall be entitled to the number of
paid vacation days in each calendar year determined in accordance with the
Company's vacation policies but in no event less than four weeks.
(e) Expenses. During the term of Executive's employment
hereunder, Executive shall be entitled to receive prompt reimbursement from the
Company of all reasonable business-related expenses incurred by Executive in
performing services hereunder, including all expenses of travel and living
expenses while away from home on business or at the request of, and in the
service of, the Company; provided that such expenses are incurred and accounted
for in accordance with the policies and procedures established by the Company
from time to time.
(f) Certain Benefits
(1) Facilities and Services The Company shall furnish
Executive with office space, secretarial assistance
and such other facilities and services as shall be
suitable to Executive's position and adequate for the
performance of his duties set forth in Section 3
hereof.
(2) Company Car. The Company shall lease a car of
Executive's choice to be used by Executive during the
term of this Agreement, provided that lease payments
shall not exceed one thousand dollars ($1,000) per
month.
(3) Country Club Dues. The Company shall reimburse
Executive for (i) annual dues and (ii) reasonable
annual expenses of membership in a country club of
his choice incurred during the term of this Agreement
in connection with the performance of Executive's
services under this Agreement.
(4) Financial Planning. The Company shall pay up to
$10,000 in each year of the term of this Agreement
for financial planning services for Executive.
5. TERMINATION
Executive's employment hereunder may be terminated under the
following circumstances:
(a) Death. Executive's employment hereunder shall
terminate upon his death.
(b) Disability. If Executive is unable to timely and regularly
perform his duties hereunder due to physical or mental illness, injury or
incapacity, as determined by the Board in good faith, based on medical evidence
acceptable to it (a "Disability") and such Disability continues for a period of
six consecutive months, then, notwithstanding the provisions of Section 2, the
Company may terminate Executive's employment hereunder. A return to work for
less than thirty consecutive days during any period of Disability shall not be
deemed to interrupt the running of (and shall be included in) the aforementioned
six-month period.
(c) Cause. The Company may terminate Executive's employment
hereunder at any time for Cause. For purposes of this Agreement, "Cause" shall
mean a termination of employment of the Executive by the Company or any
subsidiary thereof due to (i) the commission by the Executive of an act of fraud
or embezzlement (including the unauthorized disclosure of confidential or
proprietary information of the Employer or any of its subsidiaries which results
in material financial loss to the Company or any of its subsidiaries), (ii) the
commission by Executive of a felony (A) materially involving the Company or (B)
materially affecting the Executive's ability for a sustained period to perform
services in the manner required hereunder, (iii) the willful misconduct of the
Executive as an employee of the Company or any of its subsidiaries which is
reasonably likely to result in material injury or financial loss to the Company
or any of its subsidiaries or, (iv) the willful failure of the Executive to
render services to the Company or any of its subsidiaries in accordance with the
Executive's employment which failure amounts to a material neglect of the
Executive's duties to the Company or any of its subsidiaries, or (v) a willful
material breach of the covenants in Section 3(a) (but only in the penultimate
sentence thereof), Section 3(b) and Sections 10 or 11 hereof by Executive, which
breach is not cured within thirty (30) days after written notice of such breach
is delivered to Executive. Executive shall not be deemed to have been terminated
for Cause unless the Company shall have given or delivered to Executive (1)
reasonable notice setting forth, in reasonable detail the facts and
circumstances, if any, claimed to provide a basis for termination for Cause and
(2) a reasonable opportunity for Executive, together with his counsel, to be
heard before the Board.
For purposes of determining whether Executive was given
"reasonable notice" and "reasonable opportunity to be heard" in connection with
any determination by the Board as to whether Cause exists, 10 business days
notice of the Board meeting shall be deemed to constitute "reasonable notice"
(without prejudice to the determination of whether some other period would also
constitute "reasonable notice") and the opportunity for Executive and his
counsel to present arguments to the Board at such meeting as to why Executive
believes that no Cause exists shall constitute "reasonable opportunity to be
heard" (without prejudice to the determination of whether some other forum or
method would also constitute a "reasonable opportunity to be heard").
(d) Termination by Executive for Good Reason. Executive may
voluntarily terminate his employment hereunder at any time for Good Reason. For
purposes of this Agreement, "Good Reason" shall mean (i) a material breach of
this Agreement by the Company which has not been cured within thirty (30) days
after the Board's receipt of written notice of such non-compliance from the
Executive; (ii) the assignment to Executive by the Company of duties materially
and adversely inconsistent with Executive's position, duties or responsibilities
as in effect immediately after the date of execution of this Agreement
including, but not limited to, any material reduction in such position, duties
or responsibilities, or a change in Executive's titles or offices, as then in
effect, or any removal of Executive from, or any failure to reelect Executive
to, any of such positions, except in connection with the termination of his
employment pursuant to subsections 5(a), 5(b) or 5(c); (iii) the relocation of
the Company's headquarters to a place more than 30 miles from its present
location without the approval of the Executive; (iv) the occurrence of a Company
Illegal Act; and (v) the occurrence of a Change of Control, provided that a
resignation prior to the 90th day following such Change of Control shall not be
deemed a termination for "Good Reason." A "Company Illegal Act" shall mean an
action taken by the Company with the approval of the Board after (1) the
Executive has notified the Board that he believes that the proposed action will
result in a material violation of federal or state law that will result in a
material penalty for the Company and (2) the Board does not obtain an opinion of
its outside counsel in respect of the proposed action or it has received an
opinion of its outside counsel to the effect that such action is substantially
likely to violate law and result in material penalty for the Company. A "Change
of Control" shall occur when Vestar Equity Partners, L.P. (1) no longer has the
legal right, directly or indirectly, to control the management of the Company or
its successor and (2) has beneficial ownership (as that term is defined in the
Securities Act of 1934), whether held directly or indirectly, of less than 50%
of the common equity interests in the Company or its successor which have the
power to elect the Board, provided that a Change of Control shall not result if
such change in beneficial ownership occurs in connection with or after a public
offering of the common equity interests in the Company or its successor, or a
corporation formed pursuant to Section 10.5 of the Amended and Restated Limited
Liability Company Agreement of the Company which controls the Company or its
successor. Notwithstanding the foregoing, Executive shall be entitled to elect
to terminate his employment for "Good Reason" only if Executive gives the
Company a Notice of Termination notifying the Company of his election to
terminate employment for "Good Reason," within 90 business days after the
occurrence of the event which Executive asserts as the basis for Executive's
right to terminate his employment for "Good Reason."
(e) Termination by Company Without Cause. The Company may at
any time terminate the Executive for any reason and, except for the amounts
payable pursuant to subsection 6(a) hereof, Executive shall have no claim
against the Company under this Agreement or otherwise by reason of such
termination. Termination of Executive's employment pursuant to this subsection
5(e) shall be deemed to be exclusive of termination under any other subsection
of this Section 5 and of termination of Executive's employment upon expiration
of the Term of this Agreement.
(f) Notice of Termination. Any termination of Executive's
employment by the Company or by Executive (other than termination pursuant to
subsection 5(a) hereof) shall be communicated by written Notice of Termination
to the other party hereto. For purposes of this Agreement, a "Notice of
Termination" shall mean a notice which shall indicate the specific termination
provision in this Agreement relied upon and shall set forth in reasonable detail
the facts and circumstances, if any, claimed to provide a basis for termination
of Executive's employment under the provision so indicated.
6. COMPENSATION UPON TERMINATION
(a) If Executive's employment is terminated by the Company
pursuant to subsection 5(e), or if Executive shall terminate his employment
pursuant to subsection 5(d), then Executive shall be entitled to receive the
Salary Severance Benefit and the Bonus Severance Benefit in lieu of any further
salary and bonus or other incentive compensation payments to Executive for
periods subsequent to the date of termination. Executive shall be entitled to
continue to participate in all Company Benefit Plans on the same basis as the
Company's executive employees through the end of the fiscal year in which such
termination occurs, provided that the Company shall continue to provide, at the
Company's expense, COBRA benefits required to be provided by law after
termination of employment. Notwithstanding the foregoing, in the event that
Executive terminates his employment pursuant to Section 5(d) hereof on account
of a Change of Control, the period used to calculate payments under this Article
6 shall be eighteen months, provided, however that the amounts of salary and
bonus payable to Executive used to calculate the termination payments shall be
determined under this contract.
(b) If Executive's employment terminates for any reason other
than pursuant to subparagraph 5(e) or 5(d), Executive shall receive compensation
and benefits through the end of the calendar month in which termination occurs
(or, if earlier, the end of the Term then in effect) and shall thereafter
receive no other compensation or, except as required by law, any benefits of any
kind whatsoever; it being understood that no bonus shall be payable for the year
in which such termination occurs.
(c) Any sums due pursuant to the provisions of this subsection
6(a) shall be reduced by any sums payable to Executive pursuant to any separate
severance or termination pay program maintained by the Company.
(d) For purposes of this Section 6, the following terms shall
have the meaning set forth in this subsection (d). "Severance Term" shall the
twenty-four month period commencing on the effective date of the termination.
"Salary Severance Benefit" shall mean the sum of the salary that would have been
payable and the deferred compensation that would have accrued from the effective
date of termination through the end of the Severance Term based on the Base
Salary in effect on the effective date of the termination. The "Bonus Severance
Benefit" shall mean the sum of (1) 100% of the Annual Severance Bonus (as
defined below) for each fiscal year ending in the Severance Term plus (2) an
amount equal to a pro rata portion of the Annual Severance Bonus for the fiscal
year beginning in but ending after the Severance Term (based on the number of
days of such fiscal year which are included in the Severance Term. The Annual
Severance Bonus shall equal the bonus actually payable in respect of the fiscal
year in which the termination occurs, provided, however, that if the termination
occurs in the first six months of the fiscal year, the Annual Severance Bonus
shall equal the bonus payable in respect of the immediately preceding fiscal
year.
(e) The Salary Severance Benefit and the Bonus Severance
Benefit shall be paid during the Severance Term in the same manner and on the
same dates that the salary and bonus would have been payable had he not been
terminated, i.e., an amount equal to the Annual Severance Bonus shall be paid
when the bonus would be payable for each of the fiscal year in which termination
occurs and the next succeeding fiscal year, and the pro rata portion of the
Annual Severance Bonus will be paid when the bonus for the last fiscal year
beginning in the Severance Term is paid.
(f) In the event that the Company elects not to extend the
Term as provided in Section 2 hereof, the provisions of this Agreement shall
nevertheless continue to apply, except that the Severance Term shall be eighteen
months from the date of termination of employment, and the Bonus Severance
Benefit shall equal 150% of the Annual Severance Bonus plus a pro rata share of
the bonus for the fiscal year of the Company in which the termination is
effective (based on the number of days elapsed through the date of termination).
and that the Executive may terminate his employment at any time with or without
Good Reason.. The provisions of Section 10 and 11 shall continue to apply,
except that the Noncompete Period shall expire on the later to occur of the
first anniversary of the date Executive's employment is terminated or the last
day of the Severance Term, whichever is later.
(g) In the event that Executive is terminated without Cause by
the Company, or Executive resigns for Good Reason, within one year
after a Change of Control, or if a Change of Control follows such a
termination, all remaining amounts payable under this Section 6 on
account of such termination shall be payable in a lump sum either on
the effective date of such termination, or upon the occurrence of such
later Change of Control, as the case may be.
7. ARBITRATION; LEGAL FEES; REIMBURSEMENT OF CERTAIN EXPENSES
(a) To the extent that the parties are unable to resolve any
disputes arising under this Agreement, then either party may submit the dispute
to binding arbitration in New York City in accordance with the rules for
Employee Dispute Resolution of the American Arbitration Association then in
effect (and the Company will pay all filing fees for commencing such
arbitration). The arbitrator's decision shall be made in accordance with such
rules, shall be delivered in writing to the parties and shall be conclusive and
binding upon the parties. Nothing in this Section 7(a) shall obligate the
Company or entitle Executive to submit any claim arising under Section 10 or 11
of this Agreement to arbitration or otherwise limit the Company's rights under
subsection 11(d).
(b) The Company shall promptly reimburse Executive for the
first $50,000 of reasonable legal fees and reasonable expenses incurred by
Executive in connection with seeking to obtain or enforce in good faith any
right or benefit provided to Executive by the Company pursuant to or in
accordance with this Agreement and for 50% of all such amounts incurred by
Executive in excess of $50,000 up to a maximum of $100,000 of aggregate benefits
paid under this Section 7(b), provided, however, that notwithstanding the
foregoing, the Company shall pay all of the reasonable expenses incurred by
Executive if Executive prevails in such dispute. In addition, the Company hereby
agrees that the amount of any such legal fees and expenses reimbursed to
Executive in connection with obtaining or enforcing any right or benefit
provided to Executive by the Company pursuant to or in accordance with this
Agreement will not be taken into account by the Company in determining the
aggregate compensation paid or payable to Executive under this Agreement. None
of the legal fees or reasonable expenses paid to Executive by the Company under
this Section 7 shall be recoverable. The Company shall bear its own costs and
attorneys' fees in any arbitration under this Agreement.
8. INDEMNIFICATION
The Company shall indemnify Executive (and his legal representatives or
other successors), unless expressly prohibited by applicable law, against all
losses, claims, damages, liabilities, costs, charges and expenses whatsoever
(including but not limited to all legal fees payable to attorneys reasonably
acceptable to the Company and designated by Executive and any other expenses and
other disbursements incurred in connection with investigating, preparing to
defend or defending any action, suit or proceeding, including any inquiry or
investigation, commenced or threatened, or in preparing to defend any claim or
threatened claim) incurred or sustained by him or his legal representatives in
connection with any action, suit or proceeding to which he (or his legal
representatives or other successors) may be made a party by reason of his being
or having been a director, officer or employee of the Company including payment
of expenses in advance of the final disposition of the proceeding. The Company
further agrees, upon demand by Executive, promptly to reimburse Executive for,
or pay, any loss, claim, damage, liability or expense, unless expressly
prohibited by applicable law, to which the Company has agreed to indemnify
Executive pursuant to Sections 7 and 8 hereof. If any action, suit or proceeding
is brought or threatened against Executive in respect of which indemnity may be
sought against the Company pursuant to the foregoing, Executive shall notify the
Company promptly in writing as soon as practicable of the threat or the
institution of such action, suit or proceeding. Within 30 days of such notice,
the Company shall inform Executive in writing whether it elects to control and
direct the proceedings relating to such action or claim. If it so elects, the
Company shall have the right to direct, control and supervise Executive's
defense of such action, suit or proceeding with counsel of the Company's
choosing. Executive may designate separate counsel, at his own expense, and
shall be entitled to participate in all aspects of the defense of such action,
suit or proceeding. If the Company fails to elect to control the proceeding,
Executive shall direct and control the proceeding at Company's expense and the
Company shall have the right to participate in all aspects of such defense.
Neither Executive nor the Company shall settle or compromise any such action,
suit or proceeding without the written consent of the other party hereto, which
consent may not be unreasonably withheld; notwithstanding the foregoing, the
consent of Executive shall not be required if such settlement or compromise
solely involves the payment of money or property by the Company or otherwise has
no adverse effect on Executive. The Company shall continue to maintain officers
and directors liability insurance at the levels applicable as of the date
hereof, provided that the Company shall not be required to pay annual premiums
that exceed 200% of the annual premiums in effect as of the date hereof.
9. TAXES
The Company shall deduct from all amounts payable under this
Agreement all federal, state, local and other taxes required by law to be
withheld with respect to such payments.
10. CONFIDENTIALITY
Executive acknowledges that the information, observations and
data obtained by him while employed by the Company concerning the business or
affairs of the Company and its subsidiaries which are not available to the
public, customers, suppliers and competitors of the Company which are in the
nature of trade secrets, are proprietary or the disclosure of which could
reasonably be expected to cause a financial loss to the Company, or otherwise
have a material adverse effect on the Company ("Confidential Information") are
the property of the Company or such subsidiary. Therefore, Executive agrees that
he shall not disclose to any unauthorized person or use for his own account any
Confidential Information without the prior written consent of the Board, unless
and to the extent that the aforementioned matters become generally known to and
available for use by the public other than as a result of Executive's acts or
omissions to act. Executive shall deliver to the Company at the termination of
employment, or at any other time the Company may request, all memoranda, notes,
plans, records, reports, computer tapes and software and other documents and
data (and copies thereof) relating to the Confidential Information, work product
or the business of the Company or any of its subsidiaries which he may then
possess or have under his control.
11. NON-COMPETE, NON-SOLICITATION
(a) Executive agrees that during the Noncompete Period (as
defined below), he shall not directly or indirectly own, manage, control,
participate in, consult with, render services for, or in any manner engage in
any business that competes anywhere in the United States, Canada or anywhere
else in the world with the businesses of the Company or its subsidiaries as
businesses exist or are in process on the date of the termination of Executive's
employment. Nothing herein shall prohibit Executive from owning not more than 5%
of the outstanding stock of any class of a corporation that is publicly traded,
so long as Executive has no active participation in the business of such
corporation. For purposes of this Agreement, the term "Noncompete Period" means
the period beginning on the date of this Agreement and ending on the earlier to
occur of (1) the first anniversary of the last day of the Term and (2) the last
day of any Severance Term resulting from a termination of the Executive.
(b) Executive shall not directly or indirectly through another
entity (i) induce or attempt to induce any Senior Executive of the Company or
its subsidiaries to leave the employ of the Company or such subsidiary, or in
any way interfere with the relationship between the Company or its subsidiaries
and any Senior Executive thereof, (ii) hire any person who was a Senior
Executive of the Company or its subsidiaries at any time during Executive's
employment with the Company until the later of the first anniversary of the
termination of the Executive's employment and the six month anniversary of such
Senior Executive's departure from the Company, or (iii) for the two year period
after the termination of his employment with the Company induce or attempt to
induce any customer, supplier, licensee or other business relation of the
Company or its subsidiaries to cease doing business with the Company or its
subsidiaries, or in any way interfere with the relationship between any such
customer, supplier, licensee or business relation and the Company or its
subsidiaries. "Senior Executive" shall mean any employee of the Company with
significant managerial responsibility over material areas of the business of the
Company, including, without limitation, financial, marketing, sales,
distribution or manufacturing.
(c) If, at the time of enforcement of this Section 11, a court
or arbitrator shall hold that the duration, scope or area restrictions stated
herein are unreasonable under circumstances then existing, the parties agree
that the maximum duration, scope or area reasonable under such circumstances
shall be substituted for the stated duration, scope or area and that the court
or arbitrator shall be allowed to revise the restrictions contained herein to
cover the maximum period, scope and area permitted by law.
(d) In the event of the breach or a threatened breach by
Executive, of any of the provisions of Section 10 or this Section 11, the
Company, in addition and supplementary to other rights and remedies existing in
its favor, may apply to any court of law or equity of competent jurisdiction for
specific performance or injunctive or other relief in order to enforce or
prevent any violations of the provisions hereof (without posting a bond or other
security).
12. SUCCESSORS; BINDING AGREEMENT
(a) This Agreement shall be binding upon and inure to the
benefit of the Company and any successor of the Company, including, any
corporation acquiring directly or indirectly all or substantially all of the
membership Units, business or assets of the Company, whether by merger,
restructuring, reorganization, consolidation, sale or otherwise (and such
successor shall thereafter be deemed the "Company" for the purposes of this
Agreement). Each of the Company's subsidiaries are hereby acknowledged to be
third-party beneficiaries with respect to the provisions of Sections 10 and 11
hereof and shall be entitled to enforce such provisions as if they were parties
hereto.
(b) This Agreement and all rights of Executive hereunder shall
inure to the benefit of and be enforceable by Executive's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If Executive should die while any amounts would be still
payable to him hereunder if he had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to Executive's devisee, legatee, or other beneficiary or, if there be
no such beneficiary, to Executive's estate.
13. NOTICE
For the purposes of this Agreement, notices, demands and all
other communications provided for in the Agreement shall be in writing and shall
be deemed to have been duly given when hand delivered or (unless otherwise
specified) when mailed by United States certified mail, return receipt
requested, postage prepaid, addressed as follows:
If to Executive:
Neil P. DeFeo
21 Woody Lane
Westport, Connecticut 06880
If to the Board or the Company:
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Remington Products Company, L.L.C.
c/o Vestar Capital Partners
245 Park Avenue, 41st Floor
New York, New York 10167
Attention: Robert L. Rosner
Jack M. Feder
If to the Company:
Remington Products Company
60 Main Street
Bridgeport, Connecticut 06604
Attention: General Counsel
or to such other address as any party may have furnished to the others in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.
14. SURVIVORSHIP
The respective rights and obligations of the parties
hereunder, including the rights and obligations set forth in Sections 6, 7, 8,
9, 10 and 11 of this Agreement, shall survive any termination of this Agreement
to the extent necessary to the intended preservation of such rights and
obligations. In addition, the terms of this Agreement shall continue in effect
as provided in Section 6(g).
15. REPRESENTATIONS AND WARRANTIES
The Company represents and warrants that (a) it is fully
authorized and empowered to enter into this Agreement and that the Board has
approved the terms of this Agreement, (b) the execution of this Agreement and
the performance of its obligations under this Agreement will not violate or
result in a breach of the terms of any material agreement to which the Company
is a party or by which it is bound, no approval by any governmental authority or
body is required for it to enter into this Agreement, and (d) the Agreement is
valid, binding and enforceable against the Company in accordance with its terms,
except to the extent affected or limited by applicable bankruptcy laws or other
statutes governing the right of creditors generally and any regulations or
interpretations thereof. Executive represents and warrants that his execution of
this Agreement and his performance of his duties and responsibilities under this
Agreement will not violate or result in a breach of the terms of any material
agreement to which he is a party or by which he is bound.
16. MISCELLANEOUS
The parties hereto agree that this Agreement contains the
entire understanding and agreement between them, and supersedes all prior
understandings and agreements between the parties respecting the employment by
the Company of Executive, and that the provisions of this Agreement may not be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing signed by the parties hereto. No waiver by either party
hereto at any time of any breach by the 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 agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not set forth
expressly in this Agreement. The validity, interpretations, construction and
performance of this Agreement shall be governed by the laws of the State of New
York without giving effect to the conflict of laws principles thereof.
17. VALIDITY
The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability of
any other provision or provisions of this Agreement, which shall remain in full
force and effect.
18. COUNTERPARTS
This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and the year first above written.
REMINGTON PRODUCTS COMPANY, L.L.C.
By: /s/ Neil P. DeFeo
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Name: NEIL P. DEFEO
Title: Chief Executive Officer and
President
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