Common use of Payments Upon Certain Terminations Clause in Contracts

Payments Upon Certain Terminations. (i) In the event of a termination of the Employee's employment Without Cause or a termination by the Employee of his employment for Good Reason, the Employer shall pay to the Employee (A) (1) the greater of (x) his Base Salary, if any, for the period from the Date of Termination through the last day of the Initial Term, provided that Employer may, at any time, pay to the Employee in a single lump sum an amount equal to the Base Salary remaining to be paid to the Employee as of the date of such lump sum payment and (y) an amount equal to one year's Base Salary, less (2) any amounts paid or to be paid to the Employee under the terms of any severance plan or program of Employer, if any, as in effect on the Date of Termination and (B) a Pro Rata Share of the Annual Bonus (as defined below). If the Employee's employment shall terminate and he is entitled to receive salary continuation payments under this Section 6(f)(i), and if the Employee obtains new employment, any salary continuation payments to which the Employee may be entitled pursuant to this Section 6(f)(i) shall be reduced or canceled to the extent that the Employee receives salary and other cash compensation from such employment. Any benefits payable to the Employee under any otherwise applicable plans, policies and practices of Employer shall not be limited by this provision. (ii) If the Employee's employment shall terminate upon his death or Disability or if Employer shall terminate the Employee's employment for Cause, Employer shall pay the Employee his full Base Salary through the Date of Termination, plus, in the case of termination upon the Employee's death or Disability, a Pro Rata Share of the Annual Bonus. Any benefits payable to or in respect of the Employee under any otherwise applicable plans, policies and practices of the Employer shall not be limited by this provision. (iii) For purposes of this Section 6, the "Pro Rata Share of the Annual Bonus" shall be calculated and paid as follows. If the Employee is terminated prior to July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated assuming that 100% of the Operating Target is achieved in such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 30 days after the Date of Termination. If the Employee is terminated on or after July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated based on the actual Operating Result for such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 90 days after the close of the year in respect of which the Pro Rata Share of the Annual Bonus is payable.

Payments Upon Certain Terminations. (i) In the event of a termination of the Employee's Executive’s employment by Employer Without Cause or a termination by the Employee Executive of his employment for Good ReasonReason during the Employment Period, the Employer shall pay to the Employee Executive (or, following his death, to Executive’s beneficiaries): (A) (1) the greater of (x) his Base Salary, if anywhich shall be payable in installments on Employer’s regular payroll dates, for the period from (the “Severance Period”) beginning on the Date of Termination through (as defined below) and ending on the last day first anniversary of the Initial TermDate of Termination, and (B) the product of (1) the amount of incentive compensation that would have been payable to Executive for the calendar year in which the Date of Termination occurs if Executive had remained employed for the entire calendar year and assuming that all applicable performance targets had been achieved, multiplied by (2) 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 equal to 365 (such product, the “Pro Rata Bonus”), less (C) the amount, if any, paid or payable to Executive under the terms of any severance plan, policy, program or practice of Holding, Employer or any of their respective Affiliates applicable to Executive, as in effect on the Date of Termination; provided that Employer may, at any time, pay to the Employee Executive, in a single lump sum and in satisfaction of Employer’s obligations under clauses (A) and (B) of this Section 7(f)(i), an amount equal to (x) the installments of the Base Salary then remaining to be paid to Executive pursuant to clause (A) above, and the Employee as of the date of such lump sum payment and (y) an amount equal to one year's Base Salaryamount, less (2) any amounts paid or if any, then remaining to be paid to Executive pursuant to clause (B) above, less (y) the Employee under the terms of any severance plan or program of Employeramount, if any, as in effect on the Date of Termination and remaining to be paid to Executive pursuant to any plan, policy, program or practice identified under clause (BC) a Pro Rata Share of the Annual Bonus (as defined below)above. If the Employee's Executive’s employment shall terminate and he is entitled to receive salary continuation continued payments of his Base Salary under clause (A) of this Section 7(f)(i), Employer shall (x) continue to provide to Executive during the Severance Period the life, medical, dental and prescription drug benefits referred to in Section 5 (the “Continued Benefits”) and (y) reimburse Executive for expenses incurred by him for outplacement and career counseling services provided to Executive for an aggregate amount not in excess of the lesser of (i) $25,000 and (ii) 20% of Executive’s Base Salary. Executive shall not have a duty to mitigate the costs to Employer under this Section 6(f)(i7(f)(i), and if the Employee obtains new employment, any salary continuation payments to which the Employee may be entitled pursuant to this Section 6(f)(i) except that Continued Benefits shall be reduced or canceled to the extent that of any comparable benefit coverage earned by (whether or not paid currently) or offered to Executive during the Employee receives salary and Severance Period by a subsequent employer or other cash compensation from such employment. Any benefits payable Person (as defined below) for which Executive performs services, including but not limited to the Employee under any otherwise applicable plans, policies and practices of Employer shall not be limited by this provisionconsulting services. (ii) If the Employee's Executive’s employment shall terminate upon his death or Disability or if Employer shall terminate the Employee's Executive’s employment for CauseCause or Executive shall terminate his employment without Good Reason during the Employment Period, Employer shall pay the Employee Executive his full Base Salary through the Date of Termination, ; plus, in the case of termination upon the Employee's Executive’s death or Disability, a if, as of the Date of Termination, Employer has achieved the pro rated performance objectives for such calendar year (determined as provided in Section 7(f)(i)), the Pro Rata Share Bonus for the portion of the Annual Bonus. Any benefits payable to calendar year preceding Executive’s Date of Termination (exclusive of 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); plus, in respect the case of termination upon Executive’s death, his full Base Salary for the remainder of the Employee under any otherwise applicable planspay period in which death occurs and for one month thereafter, policies and practices of the Employer shall not be limited by this provisionas provided in Section 3. (iii) For purposes Except as specifically set forth in this Section 7(f), no benefits payable to Executive under any otherwise applicable plan, policy, program or practice of Employer shall be limited by this Section 7(f), provided that (x) Executive shall not be entitled to receive any payments or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 6, 7(f) shall supersede the "Pro Rata Share of the Annual Bonus" shall be calculated and paid as follows. If the Employee is terminated prior to July 1 provisions of any yearsuch plan, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonuspolicy, calculated assuming that 100% of the Operating Target is achieved in such yearprogram or practice), and (2y) a fraction equal the amount, if any, paid or payable to Executive under the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 30 days after the Date of Termination. If the Employee is terminated on or after July 1 terms of any yearsuch plan, policy, program or practice relating to severance shall reduce the Pro Rata Share of the Annual Bonus amounts payable under Section 7(f)(i) as provided in clause (AC) will be equal to the product of (1) the Annual Bonus, calculated based on the actual Operating Result for such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 90 days after the close of the year in respect of which the Pro Rata Share of the Annual Bonus is payablethereof.

Payments Upon Certain Terminations. (i) In the event of a termination of the Employee's employment Without Cause or a termination by the Employee of his employment for Good Reason, the Employer shall pay to the Employee (A) (1) the greater of (x) his Base Salary, if any, for the period from the Date of Termination (as defined below) through the last day of the Initial Term, Term and (y) an amount equal to one year's Base Salary; provided that Employer may, at any time, pay to the Employee in a single lump sum an amount equal to the Base Salary remaining to be paid to the Employee as of the date of such lump sum payment and (y) an amount equal to one year's Base Salarypayment, less (2) any amounts paid or to be paid to the Employee under the terms of any severance plan or program of Employer, if any, as in effect on the Date of Termination Termination, (B) the Annual Bonus with respect to a completed fiscal year to the extent not theretofore paid to the Employee and (BC) a Pro Rata Share of the Annual Bonus (as defined below). If ) for the Employee's employment shall terminate and he is entitled to receive salary continuation payments under this Section 6(f)(i), and if the Employee obtains new employment, any salary continuation payments to fiscal year in which the Employee may be entitled pursuant to this Section 6(f)(i) shall be reduced or canceled to the extent that the Employee receives salary and other cash compensation from such employment. Any benefits payable to the Employee under any otherwise applicable plans, policies and practices Date of Employer shall not be limited by this provisionTermination occurred. (ii) If the Employee's employment shall terminate upon his death or Disability or if Employer shall terminate the Employee's employment for Cause, Employer shall pay the Employee his full Base Salary through the Date of Termination, plus, in the case of termination upon the Employee's death or Disability, a Pro Rata Share of the Annual Bonus. Any benefits payable to or in respect of the Employee under any otherwise applicable plans, policies and practices of the Employer shall not be limited by this provision. (iii) For purposes of this Section 6, the "Pro Rata Share of the Annual Bonus" shall be calculated and paid as follows. If the Employee is terminated prior to July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated assuming that 100% of the Operating Target is achieved in such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 30 days after the Date of Termination. If the Employee is terminated on or after July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated based on the actual Operating Result for such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 90 days after the close of the year in respect of which the Pro Rata Share of the Annual Bonus is payable.

Payments Upon Certain Terminations. (i) In the event of a termination of the Employee's employment Without Cause or a termination by the Employee of his employment for Good Reason, the Employer shall pay to the Employee (A) (1) the greater of (x) his Base Salary, if any, for the period from the Date of Termination (as defined below) through the last day of the Initial Term, provided that Employer may, at any time, pay to the Employee in a single lump sum an amount equal to the Base Salary remaining to be paid to the Employee as of the date of such lump sum payment and (y) an amount equal to one year's Base Salary, less (2) any amounts paid or to be paid to the Employee under the terms of any severance plan or program of Employer, if any, as in effect on the Date of Termination Termination, (B) the Annual Bonus with respect to a completed fiscal year to the extent not theretofore paid to the Employee and (BC) a Pro Rata Share of the Annual Bonus (as defined below). If ) for the Employee's employment shall terminate and he is entitled to receive salary continuation payments under this Section 6(f)(i), and if the Employee obtains new employment, any salary continuation payments to fiscal year in which the Employee may be entitled pursuant to this Section 6(f)(i) shall be reduced or canceled to the extent that the Employee receives salary and other cash compensation from such employment. Any benefits payable to the Employee under any otherwise applicable plans, policies and practices Date of Employer shall not be limited by this provisionTermination occurred. (ii) If the Employee's employment shall terminate upon his death or Disability or if Employer shall terminate the Employee's employment for Cause, Employer shall pay the Employee his full Base Salary through the Date of Termination, plus, in the case of termination upon the Employee's death or Disability, a Pro Rata Share of the Annual Bonus. Any benefits payable to or in respect of the Employee under any otherwise applicable plans, policies and practices of the Employer shall not be limited by this provision. (iii) For purposes of this Section 6, the "Pro Rata Share of the Annual Bonus" shall be calculated and paid as follows. If the Employee is terminated prior to July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated assuming that 100% of the Operating Target is achieved in such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 30 days after the Date of Termination. If the Employee is terminated on or after July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated based on the actual Operating Result for such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 90 days after the close of the year in respect of which the Pro Rata Share of the Annual Bonus is payable.

Payments Upon Certain Terminations. (i) In the event of a termination of the Employee's Executive’s employment by Employer Without Cause or a termination by the Employee Executive of his employment for Good ReasonReason during the Employment Period, the Employer shall pay to the Employee Executive (or, following his death, to Executive’s beneficiaries): (A) (1) the greater of (x) his Base Salary, if anywhich shall be payable in installments on Employer’s regular payroll dates, for the period from (the “Severance Period”) beginning on the Date of Termination through (as defined below) and ending on the later to occur of (i) the last day of the Initial TermTerm or, if applicable, the then current Additional Term and (ii) the first anniversary of the Date of Termination, and (B) the product of (1) the amount of incentive compensation that would have been payable to Executive for the calendar year in which the Date of Termination occurs if Executive had remained employed for the entire calendar year and assuming that all applicable performance targets had been achieved, multiplied by (2) a fraction, the numerator of which is equal to the number of days Executive is employed by Employer during the calendar year in which the Date of Termination occurs and the denominator of which is equal to, (i) if the Date of Termination occurs in 2003, 115, and (ii) if the Date of Termination occurs in a year other than 2003, 365 (such product, the “Pro Rata Bonus”), less (C) the amount, if any, paid or payable to Executive under the terms of any severance plan, policy, program or practice of GPC, Employer or any of their respective Affiliates applicable to Executive, as in effect on the Date of Termination; provided that Employer may, at any time, pay to the Employee Executive, in a single lump sum and in satisfaction of Employer’s obligations under clauses (A) and (B) of this Section 7(f)(i), an amount equal to (x) the installments of the Base Salary then remaining to be paid to Executive pursuant to clause (A) above, and the Employee as of the date of such lump sum payment and (y) an amount equal to one year's Base Salaryamount, less (2) any amounts paid or if any, then remaining to be paid to Executive pursuant to clause (B) above, less (y) the Employee under the terms of any severance plan or program of Employeramount, if any, as in effect on the Date of Termination and remaining to be paid to Executive pursuant to any plan, policy, program or practice identified under clause (BC) a Pro Rata Share of the Annual Bonus (as defined below)above. If the Employee's Executive’s employment shall terminate and he is entitled to receive salary continuation continued payments of his Base Salary under clause (A) of this Section 7(f)(i), Employer shall (x) continue to provide to Executive during the Severance Period the life, medical, dental and prescription drug benefits referred to in Section 5 (the “Continued Benefits”) and (y) reimburse Executive for expenses incurred by him for outplacement and career counseling services provided to Executive for an aggregate amount not in excess of the lesser of (i) $25,000 and (ii) 20% of Executive’s Base Salary. Executive shall not have a duty to mitigate the costs to Employer under this Section 6(f)(i7(f)(i), and if the Employee obtains new employment, any salary continuation payments to which the Employee may be entitled pursuant to this Section 6(f)(i) except that Continued Benefits shall be reduced or canceled to the extent that of any comparable benefit coverage earned by (whether or not paid currently) or offered to Executive during the Employee receives salary and Severance Period by a subsequent employer or other cash compensation from such employment. Any benefits payable Person (as defined below) for which Executive performs services, including but not limited to the Employee under any otherwise applicable plans, policies and practices of Employer shall not be limited by this provisionconsulting services. (ii) If the Employee's Executive’s employment shall terminate upon his death or Disability or if Employer shall terminate the Employee's Executive’s employment for CauseCause or Executive shall terminate his employment without Good Reason during the Employment Period, Employer shall pay the Employee Executive his full Base Salary through the Date of Termination, ; plus, in the case of termination upon the Employee's Executive’s death or Disability, a if, as of the Date of Termination, Employer has achieved the pro rated performance objectives for such calendar year (determined as provided in Section 7(f)(i)), the Pro Rata Share Bonus for the portion of the Annual Bonus. Any benefits payable to calendar year preceding Executive’s Date of Termination (exclusive of 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); plus, in respect the case of termination upon Executive’s death, his full Base Salary for the remainder of the Employee under any otherwise applicable planspay period in which death occurs and for one month thereafter, policies and practices of the Employer shall not be limited by this provisionas provided in Section 3. (iii) For purposes Except as specifically set forth in this Section 7(f), no benefits payable to Executive under any otherwise applicable plan, policy, program or practice of Employer shall be limited by this Section 7(f), provided that (x) Executive shall not be entitled to receive any payments or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 6, 7(f) shall supersede the "Pro Rata Share of the Annual Bonus" shall be calculated and paid as follows. If the Employee is terminated prior to July 1 provisions of any yearsuch plan, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonuspolicy, calculated assuming that 100% of the Operating Target is achieved in such yearprogram or practice), and (2y) a fraction equal the amount, if any, paid or payable to Executive under the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 30 days after the Date of Termination. If the Employee is terminated on or after July 1 terms of any yearsuch plan, policy, program or practice relating to severance shall reduce the Pro Rata Share of the Annual Bonus amounts payable under Section 7(f)(i) as provided in clause (AC) will be equal to the product of (1) the Annual Bonus, calculated based on the actual Operating Result for such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 90 days after the close of the year in respect of which the Pro Rata Share of the Annual Bonus is payablethereof.

Payments Upon Certain Terminations. (i) In the event of a termination of the Employee's If Executive’s employment is terminated by Employer Without Cause or a termination by the Employee of Executive terminates his employment for Good Reason, the Employer shall pay or provide to Executive as severance payments and benefits the Employee (A) (1) the greater of (x) following: A. Executive shall receive his Base Salary, if any, Salary for the period from the Date of Termination (as defined in Section 7(i) below) through the last day expiration of the Initial TermSeverance Period as set forth on Attachment A, paid in semi-monthly installments as provided in Section 3. 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 mayshall no longer have any obligation to provide Executive and his dependents with the Continuation Coverage described in this subsection (D). 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, at 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 Employee 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 an amount equal payment on or prior to the Base Salary remaining to be paid to the Employee as December 31 of the date of such lump sum payment and (y) an amount equal to one year's Base Salary, less (2) any amounts paid or to be paid to the Employee under the terms of any severance plan or program of Employer, if any, as in effect on the Date of Termination and (B) a Pro Rata Share of the Annual Bonus (as defined below). If the Employee's employment shall terminate and he is entitled to receive salary continuation payments under this Section 6(f)(i), and if the Employee obtains new employment, any salary continuation payments to each calendar year during which the Employee may be entitled financial services are provided pursuant to this Section 6(f)(i(7)(f)(i)(G). 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) shall be reduced or canceled Plan in accordance with the terms and provisions of such plans as in effect from time to time. I. Subject to the extent provisions of Section 7(h), Executive shall receive his benefit under the SERP (as defined in Section 7(h)) 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 Employee 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 salary and other cash compensation from such employmentunder this Section 7(f)(ii). Any Other than severance compensation, any benefits payable to the Employee 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 (2½) months following the end of the calendar year in which Executive’s employment terminates on account of death or Disability. (iiiii) If Notwithstanding anything to the contrary in this Agreement, in the event of Employee's employment shall terminate upon ’s voluntary termination without Good Reason or his death or Disability or if Employer shall terminate the Employee's employment termination for Cause, Employer shall have the right to continue to pay the Employee his full Employee’s Base Salary through the Date for a period of Termination, plus, in the case of termination upon the Employee's death or Disability, a Pro Rata Share of the Annual Bonus. Any benefits payable up to or in respect of the Employee under any otherwise applicable plans, policies and practices of the Employer shall not be limited by this provision. twelve (iii12) For purposes of this Section 6, the "Pro Rata Share of the Annual Bonus" shall be calculated and paid as follows. If the Employee is terminated prior to July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated assuming that 100% of the Operating Target is achieved in such year, and (2) a fraction equal to the number of full months in such year prior to following the Date of Termination over 12(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 (B) will be paid to the Employee within 30 days after the Date of Termination. If the Employee is terminated on or after July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated based on the actual Operating Result for such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 90 days after the close of the year in respect of which the Pro Rata Share of the Annual Bonus is payable11.

Payments Upon Certain Terminations. (i) In the event of a termination of the Employee's If Executive’s employment is terminated by Employer Without Cause or a termination by the Employee of Executive terminates his employment for Good Reason, the Employer shall pay or provide to Executive as severance payments and benefits the Employee (A) (1) the greater of (x) following: A. Executive shall receive his Base Salary, if any, Salary for the period from the Date of Termination (as defined in Section 7(i) below) through the last day expiration of the Initial TermSeverance Period as set forth on Attachment A, paid in semi-monthly installments as provided in Section 3. B. Executive shall receive the product of (i) the amount of incentive compensation that Employer may, at any time, pay would have been payable to Executive pursuant to the Employee 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 single lump sum an amount fraction, the numerator of which is equal to the Base Salary remaining to be paid to the Employee as number of the date of days in such lump sum payment and (y) an amount equal to one year's Base Salary, less (2) any amounts paid or to be paid to the Employee under the terms of any severance plan or program of Employer, if any, as in effect on calendar year that precede the Date of Termination and (B) a Pro Rata Share the denominator of which is 365. C. Executive shall receive the amount of any incentive compensation earned and payable under the terms of the Annual Bonus Long Term Incentive Plan as of the Date of Termination. D. Subject to the other terms and conditions of this subsection (as defined belowD), 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”). If Executive shall be responsible for paying the Employee's employment 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 terminate 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 he is 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). In the event Employer cannot reasonably provide Executive and his dependents with coverage under Employer’s Group Benefits Plan for the full Continuation Coverage period, Employer may provide coverage under one or more alternative plans or arrangements providing substantially equivalent coverage to the coverage then being provided to active employees and their dependants under Employer’s group benefits plan. E. During the Severance Period Employer shall reimburse Executive for the premiums paid to continue coverage under any supplemental long-term disability policy maintained by Executive as of January 1, 2007. F. During the Severance Period Executive shall be entitled to continue to participate in the Remington Arms Company, Inc. All Groups Life Insurance Plan (the “Life Insurance Program”) as in effect from time to time. Employer shall be responsible for paying the premiums for such coverage. G. Executive shall receive salary continuation payments 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. H. Executive shall receive his benefit under the Remington Supplemental Pension Plan (the “SERP”) in accordance with the terms and provisions of the SERP as in effect from time to time. (ii) Upon his death or Disability or if Employer terminates Executive’s employment for Cause, Employer shall pay Executive his full Base Salary through the Date of Termination, plus, in the case of termination upon Executive’s death or Disability, a pro rata amount of incentive compensation pursuant to the Annual Incentive Compensation Plan calculated in the same manner as Section 7(f)(i)(B) above (but excluding any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination). Executive shall not be entitled to severance compensation under any severance compensation plan of Employer when Executive receives compensation under this Section 6(f)(i7(f)(ii), and if the Employee obtains new employment. Other than severance compensation, any salary continuation payments to which the Employee may be entitled pursuant to this Section 6(f)(i) shall be reduced or canceled to the extent that the Employee receives salary and other cash compensation from such employment. Any benefits payable to the Employee 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 (2½) months following the end of the calendar year in which Executive’s employment terminates on account of death or Disability. (iiiii) If Notwithstanding anything to the contrary in this Agreement, in the event of Employee's employment shall terminate upon ’s voluntary termination without Good Reason or his death or Disability or if Employer shall terminate the Employee's employment termination for Cause, Employer shall have the right to continue to pay the Employee his full Employee’s Base Salary through the Date for a period of Termination, plus, in the case of termination upon the Employee's death or Disability, a Pro Rata Share of the Annual Bonus. Any benefits payable up to or in respect of the Employee under any otherwise applicable plans, policies and practices of the Employer shall not be limited by this provision. twelve (iii12) For purposes of this Section 6, the "Pro Rata Share of the Annual Bonus" shall be calculated and paid as follows. If the Employee is terminated prior to July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated assuming that 100% of the Operating Target is achieved in such year, and (2) a fraction equal to the number of full months in such year prior to following the Date of Termination over 12(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 (B) will be paid to the Employee within 30 days after the Date of Termination. If the Employee is terminated on or after July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated based on the actual Operating Result for such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 90 days after the close of the year in respect of which the Pro Rata Share of the Annual Bonus is payable11.

Payments Upon Certain Terminations. (i) In the event of a termination of the Employee's employment Without Cause or a termination by the Employee of his employment for Good Reason, the Employer shall pay to the Employee (A) (1) the greater of (x) his Base Salary, if any, for the period from the Date of Termination (as defined below) through the last day of the Initial Term, provided that Employer may, at any time, pay to the Employee in a single lump sum an amount equal to the Base Salary remaining to be paid to the Employee as of the date of such lump sum payment and (y) an amount equal to one year's Base Salary, less (2) any amounts paid or to be paid to the Employee under the terms of any severance plan or program of Employer, if any, as in effect on the Date of Termination Termination, (B) the Annual Bonus with respect to a completed fiscal year to the extent not theretofore paid to the Employee and (BC) a Pro Rata Share of the Annual Bonus (as defined below). If ) for the Employee's employment shall terminate and he is entitled to receive salary continuation payments under this Section 6(f)(i), and if the Employee obtains new employment, any salary continuation payments to fiscal year in which the Employee Date of Termination occurred. Employer shall also provide, in addition to the continuation of Base Salary, continued employee benefits and vesting of Incentive Awards (as defined under Group's Stock Incentive Plan, amended and restated April 30, 1998, as the same may be entitled pursuant amended from time to this Section 6(f)(itime, the "SIP") shall be reduced or canceled to through the extent that the Employee receives salary and other cash compensation from such employmentInitial Term. Any benefits payable to the Employee under any otherwise applicable plans, policies and practices of Employer shall not be limited by this provision. (ii) If the Employee's employment shall terminate upon his death or Disability or if Employer shall terminate the Employee's employment for Cause, Employer shall pay the Employee his full Base Salary through the Date of Termination, plus, in the case of termination upon the Employee's death or Disability, a Pro Rata Share of the Annual Bonus. Any benefits payable to or in respect of the Employee under any otherwise applicable plans, policies and practices of the Employer shall not be limited by this provision. (iii) For purposes of this Section 6, the "Pro Rata Share of the Annual Bonus" shall be calculated and paid as follows. If the Employee is terminated prior to July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated assuming that 100% of the Operating Target is achieved in such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 30 days after the Date of Termination. If the Employee is terminated on or after July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated based on the actual Operating Result for such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 90 days after the close of the year in respect of which the Pro Rata Share of the Annual Bonus is payable.

Payments Upon Certain Terminations. (i) In the event of a termination of the Employee's employment Without Cause or a termination by the Employee of his employment for Good Reason, the Employer shall pay to the Employee (A) (1) the greater of (x) his Base Salary, if any, for the period from the Date of Termination (as defined below) through the last day of the Initial Term, Term and (y) an amount equal to one year's Base Salary; provided that Employer may, at any time, pay to the Employee in a single lump sum an amount equal to the Base Salary remaining to be paid to the Employee as of the date of such lump sum payment and (y) an amount equal to one year's Base Salarypayment, less (2) any amounts paid or to be paid to the Employee under the terms of any severance plan or program of Employer, if any, as in effect on the Date of Termination Termination, (B) the Annual Bonus with respect to a completed fiscal year to the extent not theretofore paid to the Employee and (BC) a Pro Rata Share of the Annual Bonus (as defined below). If below)for the Employee's employment shall terminate and he is entitled to receive salary continuation payments under this Section 6(f)(i), and if the Employee obtains new employment, any salary continuation payments to fiscal year in which the Employee may be entitled pursuant to this Section 6(f)(i) shall be reduced or canceled to the extent that the Employee receives salary and other cash compensation from such employment. Any benefits payable to the Employee under any otherwise applicable plans, policies and practices Date of Employer shall not be limited by this provisionTermination occurred. (ii) If the Employee's employment shall terminate upon his death or Disability or if Employer shall terminate the Employee's employment for Cause, Employer shall pay the Employee his full Base Salary through the Date of Termination, plus, in the case of termination upon the Employee's death or Disability, a Pro Rata Share of the Annual Bonus. Any benefits payable to or in respect of the Employee under any otherwise applicable plans, policies and practices of the Employer shall not be limited by this provision. (iii) For purposes of this Section 6, the "Pro Rata Share of the Annual Bonus" shall be calculated and paid as follows. If the Employee is terminated prior to July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated assuming that 100% of the Operating Target is achieved in such year, Bonus and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 30 days after the Date of Termination. If the Employee is terminated on or after July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated based on the actual Operating Result for such yearachievement, as certified by the Compensation and Pension Committee of Employer's Board, of the Annual Objectives, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 90 days after the close of the year in respect of which the Pro Rata Share of the Annual Bonus is payable.

Payments Upon Certain Terminations. (i) In the event of a termination of the Employee's Executive’s employment by Company Without Cause or a termination by the Employee Executive of his employment for Good ReasonReason in either such case during the Employment Period (any such termination, the Employer a “Qualifying Termination”), Company shall pay to the Employee Executive (A) (1) the greater of or, following his death, to Executive’s beneficiaries): (x) his full Base SalarySalary through the Date of Termination, if any, (y) his Incentive Bonus for the period from Company’s fiscal year ending prior to the Date of Termination through if, on or prior to the last day Date of Termination, Executive has not been paid such Incentive Bonus for such prior fiscal year plus a pro rata bonus calculated in accordance with clause (z) of Section 7(f)(ii) hereof, payable in accordance with the Initial Termprovisions of such clause, provided that Employer maythe conditions of such clause have been satisfied, at any timeand (z) as liquidated damages in respect of claims based on provisions of this Agreement, pay and provided Executive executes and delivers a general release of all claims in form and substance reasonably satisfactory to the Employee in a single lump sum an amount equal to the Company and Executive, his Base Salary remaining to for 18 months, which shall be paid to payable in installments on Company’s regular payroll dates (the Employee as of the date of such lump sum payment and (y) an amount equal to one year's Base Salary, less (2) any amounts paid or to be paid to the Employee under the terms of any severance plan or program of Employer, if any, as in effect on the Date of Termination and (B) a Pro Rata Share of the Annual Bonus (as defined below“Severance Period”). If the Employee's Executive’s employment shall terminate and he is entitled to receive salary continuation continued payments of his Base Salary under clause (z) of this Section 6(f)(i7(f)(i), the Company shall continue to provide to Executive during the Severance Period the life, medical, dental, accidental death and dismemberment and prescription drug benefits, if any, referred to in Section 5 (the Employee obtains new employment, any salary continuation payments to which the Employee may be entitled pursuant to this Section 6(f)(i) shall be reduced or canceled to the extent that the Employee receives salary and other cash compensation from such employment. Any benefits payable to the Employee under any otherwise applicable plans, policies and practices of Employer shall not be limited by this provision“Continued Benefits”). (ii) If the Employee's Executive’s employment shall terminate upon due to his death or Disability or if Employer the Company shall terminate the Employee's Executive’s employment for CauseCause or Executive shall terminate his employment without Good Reason in any such case during the Employment Period, Employer the Company shall pay Executive (or, in the Employee event of his death, his beneficiaries), (x) his full Base Salary through the Date of Termination, plus, in the case of termination upon the Employee's if Executive’s employment shall terminate due to his death or Disability, a Pro Rata Share or Executive shall terminate his employment without Good Reason in any such case during the Employment Period, (y) his Incentive Bonus for the Company’s fiscal year ending prior to the Date of Termination if, on or prior to the Date of Termination, Executive has not been paid such Incentive Bonus for such prior fiscal year, plus, if Executive’s employment shall terminate due to his death or Disability in either case during the Employment Period, (z) if the Company and Executive have achieved the performance objectives (pro rated on the basis of the Annual Bonus. Any benefits payable to or fraction described in respect of the Employee under any otherwise applicable plans, policies and practices of the Employer shall not be limited by this provision. clause (iii2) For purposes of this Section 67(f)(ii)(z)) established under the Company’s annual incentive compensation plan for the fiscal year that includes the Date of Termination, an amount, payable in one lump sum as soon as reasonably practicable but in no event later than April 10th after the "Pro Rata Share of the Annual Bonus" shall be calculated and paid as follows. If the Employee year for which such Incentive Bonus is terminated prior to July 1 of any yeardue, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated assuming amount of incentive compensation that 100% of would have been payable to Executive for such fiscal year under the Operating Target is achieved in such annual incentive compensation plan had he remained employed for the entire fiscal year, and multiplied by (2) a fraction fraction, the numerator of which is equal to the number of full months days in such fiscal year prior to that precede the Date of Termination over 12and the denominator of which is equal to 365. (iii) Executive shall be entitled to receive all amounts payable and benefits accrued under any otherwise applicable plan, and (B) will be paid to the Employee within 30 days after the Date of Termination. If the Employee is terminated on policy, program or after July 1 of any year, the Pro Rata Share practice of the Annual Bonus Company (Aincluding, but not limited to, its vacation policies) will in which Executive was a participant during his employment with Company in accordance with the terms thereof; provided that Executive shall not be equal entitled to the product of receive any payments or benefits under any such plan, policy, program or practice providing any severance, bonus or incentive compensation (1) the Annual Bonus, calculated based on the actual Operating Result for such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 90 days after the close of the year excluding any payments or benefits in respect of which options granted under the Pro Rata Share Equinox Holdings, Inc. 1998 Stock Option Plan or the Equinox Holdings, Inc. 2000 Stock Incentive Plan) and the provisions of this Section 7(f) shall supersede the Annual Bonus is payableprovisions of any such plan, policy, program or practice.

Payments Upon Certain Terminations. (i) In the event of a termination of the EmployeeExecutive's employment by the Company Without Cause or a termination by the Employee Executive of his employment for Good ReasonReason during the Term, the Employer Company shall pay to Executive within 5 business days following the Employee date of termination a lump sum payment equal to (A) (1) the greater of (xa) his full Base Salary, if any, for the period from the Date of Termination Salary through the last day end of the Initial TermTerm (the remaining period of the Term being determined as though Executive's employment had not terminated and the Company had elected not to renew the then current initial or extension term, provided that Employer may, at any time, pay to as the Employee in case may be) and (b) a single lump sum an amount Bonus equal to the Base Salary remaining amount that would have been payable to be paid Executive pursuant to Section 4.2 for the Employee as fiscal year of his termination if he had remained employed for the entire fiscal year and the Company had achieved 100% of the date of Performance Target applicable for such lump sum payment and (y) an amount equal fiscal year, prorated to one yearreflect Executive's Base Salaryearly termination. In addition, less (2) any amounts paid or to be paid to at the Employee under the terms of any severance plan or program of Employer, if any, as in effect on the Date of Termination and (B) a Pro Rata Share end of the Annual Bonus (as defined below). If the Employee's employment Restricted Period, Executive shall terminate and he is be entitled to receive salary continuation payments under this the Restricted Stock in accordance with Section 6(f)(i)4.4; provided that Executive has not breached the Non-Competition Agreement dated as of March 10, 1999 between the Company and if the Employee obtains new employment, any salary continuation payments to which the Employee may be entitled pursuant to this Section 6(f)(i) shall be reduced or canceled to the extent that the Employee receives salary and other cash compensation from such employment. Any benefits payable to the Employee under any otherwise applicable plans, policies and practices of Employer shall not be limited by this provisionExecutive. (ii) If the EmployeeExecutive's employment shall terminate upon his death or Disability or if Employer shall terminate disability, the Employee's employment for Cause, Employer Company shall pay the Employee to Executive a lump sum payment equal to (a) his full Base Salary through the Date end of Terminationthe Term (the remaining period of the Term being determined as though Executive's employment had not terminated and the Company had elected not to renew the then current initial or extension term, plusas the case may be) and (b) a Bonus equal to the amount that would have been payable to Executive pursuant to Section 4.2 for the fiscal year of his termination if he had remained employed for the entire fiscal year and the Company had achieved 100% of the Performance Target applicable for such fiscal year, prorated to reflect Executive's early termination. The Executive shall also be entitled to such death or disability benefits, as applicable, as are provided under the terms of any employee or executive death benefit or disability plans or programs referred to in Section 4.3 or otherwise. In addition, if Executive is terminated due to death or Disability during the Initial Term, all Restricted Stock shall, upon the date of termination, be forfeited and returned to Parent, and no cash payment shall be made to Executive upon forfeiture of such Restricted Stock. If Executive is terminated due to death after the Initial Term but before the second anniversary of the Effective Date, all Restricted Stock shall, upon the date of termination, be forfeited and returned to Parent, and Parent shall pay to the estate of Executive, in addition to the case of termination upon the Employee's death or Disabilityamounts set forth above, a Pro Rata Share lump sum payment of $1,000,000. If Executive is terminated due to Disability after the Initial Term but before the second anniversary of the Annual Bonus. Any benefits payable to or in respect Effective Date, at the end of the Employee under any otherwise applicable plansRestricted Period, policies Executive shall be entitled to receive the Restricted Stock in accordance with Section 4.4; provided that Executive has not breached the Non-Competition Agreement dated as of March 10, 1999 between the Company and practices of the Employer shall not be limited by this provisionExecutive. (iii) For purposes of this Section 6If the Company shall terminate Executive's employment for Cause or Executive shall terminate his employment without Good Reason during the Term, the "Pro Rata Share Company shall pay Executive his full Base Salary through the date of the Annual Bonus" shall be calculated termination and paid as follows. If the Employee is terminated prior to July 1 of any year, the Pro Rata Share of the Annual a Bonus (A) will be equal to the product amount that would have been payable to Executive pursuant to Section 4.2 for the fiscal year of (1) his termination if he had remained employed for the Annual Bonus, calculated assuming that entire fiscal year and the Company had achieved 100% of the Operating Performance Target is achieved in applicable for such fiscal year, prorated to reflect Executive's early termination. In addition, if the Company terminates Executive for Cause or Executive terminates his employment without Good Reason during the Initial Term, all Restricted Stock which are then subject to any restrictions set forth in Section 4.4(ii), shall, upon the date of termination, be forfeited and (2) a fraction equal returned to the number Parent and no payments other than those set forth above shall be made to Executive upon forfeiture of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 30 days after the Date of TerminationRestricted Stock. If the Employee is terminated on Company terminates Executive for Cause or if Executive terminates his employment without Good Reason after July 1 the Initial Term but before the second anniversary of the Effective Date, at the end of the Restricted Period, Executive shall be entitled to receive the Restricted Stock in accordance with Section 4.4; provided that Executive has not breached the Non-Competition Agreement dated as of March 10, 1999 between the Company and Executive. (iv) In addition to the foregoing, Executive shall be entitled to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice of the Company in which Executive was a participant during his employment with the Company (or any affiliate thereof) in accordance with the terms thereof; provided that Executive shall not be entitled to receive any payments or benefits under any such plan, policy, program or practice providing any annual bonus or severance compensation or benefits (and the provisions of this Section 8.6 shall supersede the provisions of any yearsuch plan, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonuspolicy, calculated based on the actual Operating Result for such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 90 days after the close of the year in respect of which the Pro Rata Share of the Annual Bonus is payableprogram or practice).

Payments Upon Certain Terminations. (i) In the event of a termination of the EmployeeExecutive's employment by Employer Without Cause or a termination by the Employee Executive of his employment for Good ReasonReason during the Employment Period, the Employer shall pay to the Employee Executive (or, following his death, to Executive's beneficiaries): (A) (1) the greater of (x) his Base Salary, if anywhich shall be payable in installments on Employer's regular payroll dates, for the period from (the "Severance Period") beginning on the Date of Termination through (as defined below) and ending on the last to occur of (1) the last day of the Initial Term or, if applicable, the then current Additional Term, (2) the first anniversary of the Date of Termination and (3) and the expiration of a number of months equal to the number of years of Executive's service with Employer completed as of the Date of Termination and (B) the product of (1) the amount of incentive compensation that would have been payable to Executive for the calendar year in which the Date of Termination occurs if Executive had remained employed for the entire calendar year and assuming that all applicable performance targets had been achieved, multiplied by (2) 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 equal to 365 (such product, the "Pro Rata Bonus"), less (C) the amount, if any, paid or payable to Executive under the terms of any severance plan, policy, program or practice of Holding, Employer or any of their respective Affiliates applicable to Executive, as in effect on the Date of Termination; provided that Employer may, at any time, pay to the Employee Executive, in a single lump sum and in satisfaction of Employer's obligations under clauses (A) and (B) of this Section 7(f)(i), an amount equal to (x) the installments of the Base Salary then remaining to be paid to Executive pursuant to clause (A) above, and the Employee as of the date of such lump sum payment and (y) an amount equal to one year's Base Salaryamount, less (2) any amounts paid or if any, then remaining to be paid to Executive pursuant to clause (B) above, less (y) the Employee under the terms of any severance plan or program of Employeramount, if any, as in effect on the Date of Termination and remaining to be paid to Executive pursuant to any plan, policy, program or practice identified under clause (BC) a Pro Rata Share of the Annual Bonus (as defined below)above. If the EmployeeExecutive's employment shall terminate and he is entitled to receive salary continuation continued payments of his Base Salary under clause (A) of this Section 7(f)(i), Employer shall (x) continue to provide to Executive during the Severance Period the life, medical, dental, accidental death and dismemberment and prescription drug benefits referred to in Section 5 (the "Continued Benefits") and (y) reimburse Executive for expenses incurred by him for outplacement and career counseling services provided to Executive for an aggregate amount not in excess of the lesser of (i) $25,000 and (ii) 20% of Executive's Base Salary. Executive shall not have a duty to mitigate the costs to Employer under this Section 6(f)(i7(f)(i), and if the Employee obtains new employment, any salary continuation payments to which the Employee may be entitled pursuant to this Section 6(f)(i) except that Continued Benefits shall be reduced or canceled to the extent that of any comparable benefit coverage earned by (whether or not paid currently) or offered to Executive during the Employee receives salary and Severance Period by a subsequent employer or other cash compensation from such employment. Any benefits payable Person (as defined below) for which Executive performs services, including but not limited to the Employee under any otherwise applicable plans, policies and practices of Employer shall not be limited by this provisionconsulting services. (ii) If the EmployeeExecutive's employment shall terminate upon his death or Disability or if Employer shall terminate the EmployeeExecutive's employment for CauseCause or Executive shall terminate his employment without Good Reason during the Employment Period, Employer shall pay the Employee Executive his full Base Salary through the Date of Termination, ; plus, in the case of termination upon the EmployeeExecutive's death or Disability, a if, as of the Date of Termination, Employer has achieved the pro rated performance objectives for such calendar year (determined as provided in Section 7(f)(i)), the Pro Rata Share Bonus for the portion of the Annual Bonus. Any benefits payable to calendar year preceding Executive's Date of Termination (exclusive of 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); plus, in respect the case of termination upon Executive's death, his full Base Salary for the remainder of the Employee under any otherwise applicable planspay period in which death occurs and for one month thereafter, policies and practices of the Employer shall not be limited by this provisionas provided in Section 3. (iii) For purposes Except as specifically set forth in this Section 7(f), no benefits payable to Executive under any otherwise applicable plan, policy, program or practice of Employer shall be limited by this Section 7(f), provided that (x) Executive shall not be entitled to receive any payments or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 6, 7(f) shall supersede the "Pro Rata Share of the Annual Bonus" shall be calculated and paid as follows. If the Employee is terminated prior to July 1 provisions of any yearsuch plan, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonuspolicy, calculated assuming that 100% of the Operating Target is achieved in such yearprogram or practice), and (2y) a fraction equal the amount, if any, paid or payable to Executive under the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 30 days after the Date of Termination. If the Employee is terminated on or after July 1 terms of any yearsuch plan, policy, program or practice relating to severance shall reduce the Pro Rata Share of the Annual Bonus amounts payable under Section 7(f)(i) as provided in clause (AC) will be equal to the product of (1) the Annual Bonus, calculated based on the actual Operating Result for such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 90 days after the close of the year in respect of which the Pro Rata Share of the Annual Bonus is payablethereof.

Payments Upon Certain Terminations. (i) In the event of a termination of the Employee's If Executive’s employment is terminated by Employer Without Cause or a termination by the Employee of Executive terminates his employment for Good Reason, the Employer shall pay or provide to Executive as severance payments and benefits the Employee (A) (1) the greater of (x) following: A. Executive shall receive his Base Salary, if any, Salary for the period from the Date of Termination (as defined in Section 7(i) below) through the last day expiration of the Initial TermSeverance Period as set forth on Attachment A, paid in semi-monthly installments as provided in Section 3. B. Executive shall receive the product of (i) the amount of incentive compensation that Employer may, at any time, pay would have been payable to Executive pursuant to the Employee 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 single lump sum an amount fraction, the numerator of which is equal to the Base Salary remaining to be paid to the Employee as number of the date of days in such lump sum payment and (y) an amount equal to one year's Base Salary, less (2) any amounts paid or to be paid to the Employee under the terms of any severance plan or program of Employer, if any, as in effect on calendar year that precede the Date of Termination and (B) a Pro Rata Share the denominator of which is 365. C. Executive shall receive the amount of any incentive compensation earned and payable under the terms of the Annual Bonus 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). In the event Employer cannot reasonably provide Executive and his dependents with coverage under Employer’s Group Benefits Plan for the full Continuation Coverage period, Employer may provide coverage under one or more alternative plans or arrangements providing substantially equivalent coverage to the coverage then being provided to active employees and their dependants under Employer’s group benefits plan. E. During the Severance Period Employer shall reimburse Executive for the premiums paid to continue coverage under any supplemental long-term disability policy maintained by Executive as of January 1, 2007. F. During the Severance Period Executive shall be entitled to continue to participate in the Remington Arms Company, Inc. All Groups Life Insurance Plan (the “Life Insurance Program”) as in effect from time to time. Employer shall be responsible for paying the premiums for such coverage. G. Executive shall receive his vested accrued benefits under the Remington Arms Company, Inc. Pension and Retirement Plan and the Remington Arms Company 401(k) Plan in accordance with the terms and provisions of such plans as in effect from time to time. H. Executive shall receive his benefit under the Remington Supplemental Pension Plan (the “SERP”) in accordance with the terms and provisions of the SERP as in effect from time to time. I. Executive shall receive his benefit under the Special Plan (as defined belowin Section 5) in accordance with the terms and provisions of the Special Plan 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). If the Employee's employment Executive shall terminate and he is not be entitled to receive salary continuation payments severance compensation under any severance compensation plan of Employer when Executive receives compensation under this Section 6(f)(i7(f)(ii), and if the Employee obtains new employment. Other than severance compensation, any salary continuation payments to which the Employee may be entitled pursuant to this Section 6(f)(i) shall be reduced or canceled to the extent that the Employee receives salary and other cash compensation from such employment. Any benefits payable to the Employee 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 (2½) months following the end of the calendar year in which Executive’s employment terminates on account of death or Disability. (iiiii) If Notwithstanding anything to the contrary in this Agreement, in the event of Employee's employment shall terminate upon ’s voluntary termination without Good Reason or his death or Disability or if Employer shall terminate the Employee's employment termination for Cause, Employer shall have the right to continue to pay the Employee his full Employee’s Base Salary through the Date for a period of Termination, plus, in the case of termination upon the Employee's death or Disability, a Pro Rata Share of the Annual Bonus. Any benefits payable up to or in respect of the Employee under any otherwise applicable plans, policies and practices of the Employer shall not be limited by this provision. twelve (iii12) For purposes of this Section 6, the "Pro Rata Share of the Annual Bonus" shall be calculated and paid as follows. If the Employee is terminated prior to July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated assuming that 100% of the Operating Target is achieved in such year, and (2) a fraction equal to the number of full months in such year prior to following the Date of Termination over 12(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 (B) will be paid to the Employee within 30 days after the Date of Termination. If the Employee is terminated on or after July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated based on the actual Operating Result for such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 90 days after the close of the year in respect of which the Pro Rata Share of the Annual Bonus is payable11.

Payments Upon Certain Terminations. (i) In the event of a Executive’s employment termination of the Employee's employment by Company Without Cause or (a termination by the Employee of his employment for Good Reason“Qualifying Termination”), the Employer Company shall pay to Executive his full Base Salary through the Employee (A) (1) the greater Date of (x) Termination and, as liquidated damages in respect of claims based on provisions of this Agreement, his Base Salary, if anyat the rate in effect hereunder immediately prior to the Qualifying Termination, which shall be payable in installments on Company’s regular payroll dates, for an eighteen (18) month period (the period from “Severance Period”); provided, however, that if the Date event of Termination through the last day termination of Executive’s employment occurs on or after September 30, 2010, and such event of termination is related to, occurs simultaneously with, or follows a liquidation of the Initial Term, provided that Employer may, at any time, pay to the Employee in Company or a single lump sum an amount equal to the Base Salary remaining to be paid to the Employee as of the date of such lump sum payment and (y) an amount equal to one year's Base Salary, less (2) any amounts paid or to be paid to the Employee under the terms of any severance plan or program of Employer, if any, as in effect on the Date of Termination and (B) a Pro Rata Share of the Annual Bonus Deemed Liquidation Event (as defined belowin the Company’s Certificate of Incorporation), there shall be no Severance Period and the Executive shall not be entitled to any severance payments. If the Employee's Executive’s employment shall terminate and he is entitled to receive salary continuation continued payments of his Base Salary under this Section 6(f)(i7(f)(i), the Company shall continue to provide to Executive during the Severance Period the life, medical, dental, accidental death and if dismemberment and prescription drug benefits referred to in Section 5 (the Employee obtains new employment, any salary continuation payments to which the Employee may be entitled pursuant to this Section 6(f)(i) shall be reduced or canceled “Continued Benefits”). Notwithstanding anything to the extent that contrary contained in this Agreement, the Employee receives salary and other cash compensation from such employment. Any benefits payable to the Employee under any otherwise applicable plans, policies and practices of Employer Executive (or his estate) shall not be entitled to receive the payments and Continued Benefits set forth in this Section 7(f)(i) (other than Base Salary through the Date of Termination) prior to (1) the execution and delivery by the Executive to the Company of a valid and fully effective general release and nondisparagement agreement (in form and substance reasonably satisfactory to the Company) of all claims, including but not limited by this provisionto the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, which the Executive might have at such time against the Company and (2) the resignation of the Executive from all positions of any nature which the Executive may then have held with the Company and any subsidiary of the Company. (ii) If this Agreement is not renewed by the Employee's Company (other than as a result of the Executive’s death, Disability, termination by the Company for Cause, or a Qualifying Termination) or if Executive terminates his employment for Good Reason, Company shall pay to Executive his full Base Salary through the Date of Termination and, as liquidated damages in respect of claims based on provisions of this Agreement, his Base Salary, at the rate in effect hereunder immediately prior to such non-renewal or termination by Executive, which shall be payable in installments on Company’s regular payroll dates, for a one (1) year period, provided, however, that if the event of termination of Executive’s employment occurs on or after September 30, 2010, and such event of termination is related to, occurs simultaneously with, or follows a liquidation of the Company or a Deemed Liquidation Event (as defined in the Company’s Certificate of Incorporation), there shall be no severance period and the Executive shall not be entitled to any severance payments. (iii) If Executive’s employment shall terminate upon due to his death or Disability Disability, or if Employer Executive terminates his employment without Good Reason, or if the Company shall terminate the Employee's Executive’s employment for Cause, Employer Company shall pay Executive (or, in the Employee event of his death, his beneficiaries), his full Base Salary through the Date of Termination, plus, in and the case of termination upon the Employee's death or Disability, a Pro Rata Share of the Annual Bonus. Any benefits payable to or in respect of the Employee under any otherwise applicable plans, policies and practices of the Employer Executive shall not be limited by this provisionentitled to any severance payments. (iii) For purposes of this Section 6, the "Pro Rata Share of the Annual Bonus" shall be calculated and paid as follows. If the Employee is terminated prior to July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated assuming that 100% of the Operating Target is achieved in such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 30 days after the Date of Termination. If the Employee is terminated on or after July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated based on the actual Operating Result for such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 90 days after the close of the year in respect of which the Pro Rata Share of the Annual Bonus is payable.

Payments Upon Certain Terminations. (i) In the event of a termination of the EmployeeExecutive's employment by Employer Without Cause or a termination by the Employee Executive of his employment for Good ReasonReason in either such case during the Employment Period (any such termination, the a "Qualifying Termination"), Employer shall pay to Executive (or, following his death, to Executive's beneficiaries) his full Base Salary through the Employee Date of Termination and, as liquidated damages in respect of claims based on provisions of this Agreement and provided Executive executes and delivers a general release of all claims substantially in the form attached hereto as Exhibit D, the following additional amounts: (AB) if the Company achieves the performance objectives established - under the Bonus Plan for the Bonus Year that includes the Date of Termination, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of the Company for such Bonus Year, equal to the product of (1) - the greater of annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (x2) his Base Salarya fraction, - the 9 (C) the amount, if any, for paid or payable to Executive under the period from terms - of any severance plan, severance policy, severance program or severance practice of Employer or any of its Affiliates applicable to Executive, as in effect on the Date of Termination through the last day of the Initial Term, (a "Severance Program"); provided that Employer may, at any time, pay to the Employee Executive, in a single lump sum -------- and in satisfaction of Employer's obligations under clauses (A) and (B) of this Section 7(f)(i), an amount equal to (x) the installments of the Base Salary - then remaining to be paid to Executive pursuant to clause (A) above, and the Employee as of the date of such lump sum payment and (y) an amount equal to one year's Base Salaryamount, less (2) any amounts paid or if any, then remaining to be paid to Executive pursuant to clause (B) above, without discount for immediate payment, less (y) the Employee amount, if any, ---- - remaining to be paid to Executive pursuant to any Severance Program identified under clause (C) above. In addition, in the event of a Qualifying Termination, Employer shall, during the Severance Period, provide Executive continued coverage under the medical and other health plans of Employer referred to in Section 5 (the "Continued Benefits") in which Executive was a participant immediately prior to the Date of Termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid during such period by senior executives of Employer under the terms of any severance plan or program of Employer, if any, such plans as in effect on from time to time. Executive shall not have a duty to mitigate the Date costs to Employer under this Section 7(f)(i), except that Continued Benefits shall be canceled to the extent of Termination and (B) any comparable benefit coverage offered to Executive during the Severance Period by a Pro Rata Share of the Annual Bonus subsequent employer or other Person (as defined below). If the Employee's employment shall terminate and he is entitled ) for which Executive performs services, including but not limited to receive salary continuation payments under this Section 6(f)(i), and if the Employee obtains new employment, any salary continuation payments to which the Employee may be entitled pursuant to this Section 6(f)(i) shall be reduced or canceled to the extent that the Employee receives salary and other cash compensation from such employment. Any benefits payable to the Employee under any otherwise applicable plans, policies and practices of Employer shall not be limited by this provisionconsulting services. (ii) If the EmployeeExecutive's employment shall terminate upon his death or due to his Disability or if Employer shall terminate the EmployeeExecutive's employment for CauseCause or Executive shall terminate his employment without Good Reason during the Employment Period, Employer shall pay Executive (or, in the Employee event of his death, his beneficiaries) his full Base Salary through the Date of Termination, plusTermination or as provided in Section 3 above. In addition, in the case of any such termination upon the Employeedue to Executive's death or Disability, a Pro Rata Share if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the Date of Termination, Employer shall pay Executive (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the Annual Bonus. Any benefits payable to or in respect consolidated financial statements of the Employee under any otherwise applicable plansCompany for such Bonus Year, policies and practices of the Employer shall not be limited by this provision. (iii) For purposes of this Section 6, the "Pro Rata Share of the Annual Bonus" shall be calculated and paid as follows. If the Employee is terminated prior to July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonusannual incentive bonus that would have been payable to Executive for - such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, calculated assuming that 100% of the Operating Target is achieved in such year, and multiplied by (2) a fraction fraction, the numerator - of which is equal to the number of full months days in such year prior to Bonus Year that precede the Date of Termination over 12(exclusive of 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) and the denominator of which is equal to 365. (iii) Executive shall be entitled to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice of Employer in which Executive was a participant during his employment with Employer in accordance with the terms thereof, provided that (x) Executive -------- - shall not be entitled to receive any payments or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 7(f) shall supersede the pro visions of any such plan, policy, program or practice), and (By) will be the amount, if any, paid or payable - to Executive under the Employee within 30 days after the Date of Termination. If the Employee is terminated on or after July 1 terms of any yearsuch plan, policy, program or practice relating to severance shall reduce the Pro Rata Share of the Annual Bonus amounts payable under Section 7(f)(i) as provided in clause (AC) will be equal to the product of (1) the Annual Bonus, calculated based on the actual Operating Result for such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 90 days after the close of the year in respect of which the Pro Rata Share of the Annual Bonus is payablethereof.

Payments Upon Certain Terminations. (i) In the event of a termination of the Employee's employment Without Cause or a termination by the Employee of his employment for Good Reason, the Employer shall pay to the Employee (A) (1) the greater of (x) his Base Salary, if any, for the period from the Date of Termination (as defined below) through the last day of the Initial Term, provided that Employer may, at any time, pay to the Employee in a single lump sum an amount equal to the Base Salary remaining to be paid to the Employee as of the date of such lump sum payment Term and (y) an amount equal to one year's Base Salary, less (2) any amounts paid or to be paid to the Employee under the terms of any severance plan or program of Employer, if any, as in effect on the Date of Termination Termination, (B) the Annual Bonus with respect to a completed fiscal year to the extent not theretofore paid to the Employee and (BC) a Pro Rata Share of the Annual Bonus (as defined below) for the fiscal year in which the Date of Termination occurred. Amounts payable under (A) above will be paid to the Employee in a lump sum in cash as soon as reasonably practicable after the Date of Termination, provided that the payment at such time can be characterized as a “short-term deferral” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). If , or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Employee is a “specified employee” under Code Section 409A, such portion of the payment shall be delayed until the earlier to occur of the Employee's employment shall terminate ’s death or the date that is six months and he is entitled to receive salary continuation payments under this Section 6(f)(i), and if one day following the Employee obtains new employment, any salary continuation payments to which the Employee may be entitled pursuant to this Section 6(f)(i) shall be reduced or canceled to the extent that the Employee receives salary and other cash compensation from such employmentEmployee’s Date of Termination. Any benefits The Annual Bonus payable to the Employee under any otherwise applicable plans(B) above will be paid to the Employee within the first 2 ½ months afterthe close of the calendar year to which the Annual Bonus applies, policies and practices the Pro Rata Share of Employer the Annual Bonus under (C) above shall not be limited by this provisionpayable as described in Section 6(f)(iii) below. (ii) If the Employee's employment shall terminate upon his death or Disability or if the Employer shall terminate the Employee's employment for Cause, the Employer shall pay the Employee his full Base Salary through the Date of Termination, plus, in the case of termination upon the Employee's death or Disability, the Annual Bonus as set forth in 6 (f)(i)(B) above and a Pro Rata Share of the Annual BonusBonus (as defined below) for the fiscal year in which death or Disability occurs. Any benefits payable to or in respect of the Employee under any otherwise applicable plans, policies and practices of the Employer shall not be limited by this provision. (iii) For purposes of this Section 6, the "Pro Rata Share of the Annual Bonus" shall be calculated and paid as follows. If the Employee is terminated prior to July 1 of any year, the The Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated assuming that 100% based on the actual achievement, as certified by the Compensation and Pension Committee of Employer’s Board, of the Operating Target is achieved in such yearAnnual Objectives, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 30 days the first 2-1/2 months after the Date close of Termination. If the Employee is terminated on or after July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated based on the actual Operating Result for such year, and (2) a fraction equal to the number of full months calendar year in such year prior to which the Date of Termination over 12occurs. (iv) Notwithstanding anything to the contrary in Section 6(f)(i) above, if the Employee becomes entitled to receive severance pay under the Change in Control Agreement by and between the Employer and the Employee (the “CIC Agreement”), including but not limited to severance pay payable as a result of the Employer’s failure to obtain the assumption of this Agreement by any successor as contemplated by Section 14 hereof, such severance pay under the CIC Agreement shall be in lieu of the severance pay to which the Employee would otherwise have been entitled to under clauses (A), (B) will be paid to the Employee within 90 days after the close and (C) of the year in respect of which the Pro Rata Share of the Annual Bonus is payableSection 6(f)(i) above.

Payments Upon Certain Terminations. (i) In the event of a termination of the Employee's employment by Employer Without Cause or a termination by the Employee of his employment for Good ReasonReason during the Employment Period, the subject to Section 7(h), Employer shall pay to the Employee (A) the sum of (1) the greater of (x) his Base Salary, if any, for the period from the Date of Termination through and ending on the later of (x) the last day of the Initial TermEmployment Period, provided that Employer maydetermined without regard to this Section 7, at any time, pay to the Employee in a single lump sum an amount equal to the Base Salary remaining to be paid to the Employee as of the date of such lump sum payment and (y) an the first anniversary of the Date of Termination, and (2) the excess of (I) the pro rata amount equal of incentive compensation for the portion of the calendar year preceding the Employee's Date of Termination (such portion, the "Proportionate Period"), that would have been payable to one year's Base Salarythe Employee if he had remained employed for the entire year and assuming that all applicable targets had been met, over (II) the amount of incentive compensation previously paid or, at the election of the Employee, deferred for the Proportionate Period, less (2B) any amounts amount paid or to be paid to the Employee under the terms of any severance plan or program of Employer, if any, as in effect on the Date of Termination, provided that Employer may, at any time, pay to the Employee in a single lump sum an amount equal to (x) Employer's good faith determination of the sum of the present values of the installments of the Base Salary remaining to be paid to the Employee pursuant to clause (A)(1) above, and the amount determined under clause (A)(2) above not paid at that time, in each case as of the date of such lump sum payment, calculated using a discount rate equal to the weighted average cost of Employer's bank indebtedness obligations outstanding on the Date of Termination and or, if there are no such obligations outstanding, one percentage point greater than the average prime rate charged on such date by Chase Bank or such other nationally recognized bank designated by Employer, less (y) the amount determined under clause (B) a Pro Rata Share of the Annual Bonus (as defined below)above. If the Employee's employment shall terminate and he is entitled to receive salary continuation payments under this Section 6(f)(i), and if the Employee obtains new employment, any salary continuation payments to which the Employee may be entitled pursuant to this Section 6(f)(i) shall be reduced or canceled to the extent that the Employee receives salary and other cash compensation from such employment. Any benefits payable to the Employee under any otherwise applicable plans, policies and practices of Employer shall not be limited by this provision.shall (ii) If If, during the Employment Period, the Employee's employment shall terminate upon his death death, Disability or Disability retirement on or after age 60, or if the Employee shall terminate his employment without Good Reason or if Employer shall terminate the Employee's employment for Cause, subject to Section 7(h), Employer shall pay the Employee his full Base Salary through the Date of Termination or, in the case of the Employee's death, through one month following the Date of Termination, plus, in the case of termination upon the Employee's death death, Disability or Disability, a Pro Rata Share of the Annual Bonus. Any benefits payable to retirement on or in respect of the Employee under any otherwise applicable plans, policies and practices of the Employer shall not be limited by this provision. (iii) For purposes of this Section 6after age 60, the "Pro Rata Share of the Annual Bonus" shall be calculated and paid as follows. If the Employee is terminated prior to July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product excess of (1x) the Annual Bonus, calculated assuming that 100% pro rata amount of incentive compensation for the Operating Target is achieved in such year, and (2) a fraction equal to Proportionate Period preceding the number of full months in such year prior to the Employee's Date of Termination over 12(exclusive of any time between the onset of the Disability and the resulting Date of Termination), and (B) will be paid that would have been payable to the Employee within 30 days after if he had remained employed for the Date entire year and assuming that all applicable targets had been met, over (y) the amount of Termination. If incentive compensation previously paid or, at the Employee is terminated on or after July 1 of any year, the Pro Rata Share election of the Annual Bonus (A) will be equal to Employee, deferred for the product of (1) the Annual Bonus, calculated based on the actual Operating Result for such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 90 days after the close of the year in respect of which the Pro Rata Share of the Annual Bonus is payable.Proportionate Period. Any

Payments Upon Certain Terminations. (i) In the event of a termination of the Employee's Executive’s employment by Employer Without Cause or a termination by the Employee Executive of his employment for Good ReasonReason during the Employment Period, the Employer shall pay to the Employee Executive (or, following his death, to Executive’s beneficiaries): (A) (1) the greater of (x) his Base Salary, if anywhich shall be payable in installments on Employer’s regular payroll dates, for the period from (the “Severance Period”) beginning on the Date of Termination through (as defined below) and ending on the last day first anniversary of the Initial TermDate of Termination and (B) the product of (1) the amount of incentive compensation that would have been payable to Executive for the calendar year in which the Date of Termination occurs if Executive had remained employed for the entire calendar year and assuming that all applicable performance targets had been achieved, multiplied by (2) 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 equal to 365 (such product, the “Pro Rata Bonus”), less (C) the amount, if any, paid or payable to Executive under the terms of any severance plan, policy, program or practice of GPC, Employer or any of their respective Affiliates applicable to Executive, as in effect on the Date of Termination; provided that Employer may, at any time, pay to the Employee Executive, in a single lump sum and in satisfaction of Employer’s obligations under clauses (A) and (B) of this Section 7(f)(i), an amount equal to (x) the installments of the Base Salary then remaining to be paid to Executive pursuant to clause (A) above, and the Employee as of the date of such lump sum payment and (y) an amount equal to one year's Base Salaryamount, less (2) any amounts paid or if any, then remaining to be paid to Executive pursuant to clause (B) above, less (y) the Employee under the terms of any severance plan or program of Employeramount, if any, as in effect on the Date of Termination and remaining to be paid to Executive pursuant to any plan, policy, program or practice identified under clause (BC) a Pro Rata Share of the Annual Bonus (as defined below)above. If the Employee's Executive’s employment shall terminate and he is entitled to receive salary continuation continued payments of his Base Salary under clause (A) of this Section 7(f)(i), Employer shall (x) continue to provide to Executive during the Severance Period the life, medical, dental, and prescription drug benefits referred to in Section 5 (the “Continued Benefits”) and (y) reimburse Executive for expenses incurred by him for outplacement and career counseling services provided to Executive for an aggregate amount not in excess of the lesser of (i) $25,000 and (ii) 20% of Executive’s Base Salary. Executive shall not have a duty to mitigate the costs to Employer under this Section 6(f)(i7(f)(i), and if the Employee obtains new employment, any salary continuation payments to which the Employee may be entitled pursuant to this Section 6(f)(i) except that Continued Benefits shall be reduced or canceled to the extent that of any comparable benefit coverage earned by (whether or not paid currently) or offered to Executive during the Employee receives salary and Severance Period by a subsequent employer or other cash compensation from such employment. Any benefits payable Person (as defined below) for which Executive performs services, including but not limited to the Employee under any otherwise applicable plans, policies and practices of Employer shall not be limited by this provisionconsulting services. (ii) If the Employee's Executive’s employment shall terminate upon his death or Disability or if Employer shall terminate the Employee's Executive’s employment for CauseCause or Executive shall terminate his employment without Good Reason during the Employment Period, Employer shall pay the Employee Executive his full Base Salary through the Date of Termination, ; plus, in the case of termination upon the Employee's Executive’s death or Disability, a if, as of the Date of Termination, Employer has achieved the pro rated performance objectives for such calendar year (determined as provided in Section 7(f)(i)), the Pro Rata Share Bonus for the portion of the Annual Bonus. Any benefits payable to calendar year preceding Executive’s Date of Termination (exclusive of 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); plus, in respect the case of termination upon Executive’s death, his full Base Salary for the remainder of the Employee under any otherwise applicable planspay period in which death occurs and for one month thereafter, policies and practices of the Employer shall not be limited by this provisionas provided in Section 3. (iii) For purposes Except as specifically set forth in this Section 7(f), no benefits payable to Executive under any otherwise applicable plan, policy, program or practice of Employer shall be limited by this Section 7(f), provided that (x) Executive shall not be entitled to receive any payments or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 6, 7(f) shall supersede the "Pro Rata Share of the Annual Bonus" shall be calculated and paid as follows. If the Employee is terminated prior to July 1 provisions of any yearsuch plan, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonuspolicy, calculated assuming that 100% of the Operating Target is achieved in such yearprogram or practice), and (2y) a fraction equal the amount, if any, paid or payable to Executive under the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 30 days after the Date of Termination. If the Employee is terminated on or after July 1 terms of any yearsuch plan, policy, program or practice relating to severance shall reduce the Pro Rata Share of the Annual Bonus amounts payable under Section 7(f)(i) as provided in clause (AC) will be equal to the product of (1) the Annual Bonus, calculated based on the actual Operating Result for such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 90 days after the close of the year in respect of which the Pro Rata Share of the Annual Bonus is payablethereof.

Payments Upon Certain Terminations. (i) In the event of a termination of the Employee's If Executive’s employment is terminated by Employer Without Cause or a termination by the Employee of Executive terminates his employment for Good Reason, the Employer shall pay or provide to Executive as severance payments and benefits the Employee (A) (1) the greater of (x) following: A. Executive shall receive his Base Salary, if any, Salary for the period from the Date of Termination (as defined in Section 7(i) below) through the last day expiration of the Initial TermSeverance Period as set forth on Attachment A, paid in semi-monthly installments as provided in Section 3. 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 mayshall no longer have any obligation to provide Executive and his dependents with the Continuation Coverage described in this subsection (D). 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, at 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 Employee 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 an amount equal payment on or prior to the Base Salary remaining to be paid to the Employee as December 31 of the date of such lump sum payment and (y) an amount equal to one year's Base Salary, less (2) any amounts paid or to be paid to the Employee under the terms of any severance plan or program of Employer, if any, as in effect on the Date of Termination and (B) a Pro Rata Share of the Annual Bonus (as defined below). If the Employee's employment shall terminate and he is entitled to receive salary continuation payments under this Section 6(f)(i), and if the Employee obtains new employment, any salary continuation payments to each calendar year during which the Employee may be entitled financial services are provided pursuant to this Section 6(f)(i(7)(f)(i)(G). 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 be reduced 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 canceled 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 extent 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 Employee 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 salary and other cash compensation from such employmentunder this Section 7(f)(ii). Any Other than severance compensation, any benefits payable to the Employee 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. (iiiii) If Notwithstanding anything to the contrary in this Agreement, in the event of Employee's employment shall terminate upon ’s voluntary termination without Good Reason or his death or Disability or if Employer shall terminate the Employee's employment termination for Cause, Employer shall have the right to continue to pay the Employee his full Employee’s Base Salary through the Date for a period of Termination, plus, in the case of termination upon the Employee's death or Disability, a Pro Rata Share of the Annual Bonus. Any benefits payable up to or in respect of the Employee under any otherwise applicable plans, policies and practices of the Employer shall not be limited by this provision. twelve (iii12) For purposes of this Section 6, the "Pro Rata Share of the Annual Bonus" shall be calculated and paid as follows. If the Employee is terminated prior to July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated assuming that 100% of the Operating Target is achieved in such year, and (2) a fraction equal to the number of full months in such year prior to following the Date of Termination over 12(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 (B) will be paid to the Employee within 30 days after the Date of Termination. If the Employee is terminated on or after July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated based on the actual Operating Result for such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 90 days after the close of the year in respect of which the Pro Rata Share of the Annual Bonus is payable11.

Payments Upon Certain Terminations. (i) In the event of a termination of the Employee's employment Without Cause or a termination by the Employee of his employment for Good Reason, the Employer Company shall pay to the Employee the sum of (A) [one/two] times the Employee’s annual base salary, (1B) an amount equal to the average “Annual Bonus” paid to the Employee over the three-year period immediately prior to the Date of Termination, and (C) the greater of (x) his Base SalaryAnnual Bonus, if any, for with respect to a completed fiscal year to the period from extent not theretofore paid to the Date Employee. For purposes of Termination through this Agreement, “Annual Bonus” means the last day of amount paid under either the Initial TermCompany’s Senior Executive Incentive Compensation Plan or annual Incentive Compensation Plan, provided that Employer maywhichever is applicable to the Employee. Amounts payable under (A) and (B), at any timeabove, pay will be paid to the Employee in a single lump sum an amount equal in cash as soon as reasonably practicable after the Date of Termination, provided that, with respect to any portion of the Base Salary remaining to payment at such time that is neither a “short-term deferral” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), nor otherwise exempt from the provisions of Code Section 409A, such portion of the payment shall be paid to made on the 60th day after the Date of Termination; provided further that, if the Employee as is a “specified employee” under Code Section 409A, such portion of the payment shall be delayed until the earlier to occur of the Employee’s death or the date that is six months and one day following the Employee’s Date of such lump sum payment and (y) an amount equal to one year's Base Salary, less (2) any amounts paid or to be paid to the Employee under the terms of any severance plan or program of EmployerTermination. The Annual Bonus, if any, as in effect on the Date of Termination and (B) a Pro Rata Share of the Annual Bonus (as defined below). If the Employee's employment shall terminate and he is entitled to receive salary continuation payments under this Section 6(f)(i), and if the Employee obtains new employment, any salary continuation payments to which the Employee may be entitled pursuant to this Section 6(f)(i) shall be reduced or canceled to the extent that the Employee receives salary and other cash compensation from such employment. Any benefits payable to the Employee under any otherwise applicable plans, policies and practices of Employer shall not be limited by this provision. (iiC) If the Employee's employment shall terminate upon his death or Disability or if Employer shall terminate the Employee's employment for Cause, Employer shall pay the Employee his full Base Salary through the Date of Termination, plus, in the case of termination upon the Employee's death or Disability, a Pro Rata Share of the Annual Bonus. Any benefits payable to or in respect of the Employee under any otherwise applicable plans, policies and practices of the Employer shall not be limited by this provision. (iii) For purposes of this Section 6, the "Pro Rata Share of the Annual Bonus" shall be calculated and paid as follows. If the Employee is terminated prior to July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated assuming that 100% of the Operating Target is achieved in such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) above will be paid to the Employee within 30 days after the Date of Termination. If the Employee is terminated on or after July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated based on the actual Operating Result for such year, and (2) a fraction equal to the number of full first 2 ½ months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 90 days after the close of the calendar year in respect of to which the Pro Rata Share of the Annual Bonus is payableapplies.

Payments Upon Certain Terminations. (i) In the event of a termination of the Employee's If Executive’s employment is terminated by Employer Without Cause or a termination by the Employee of Executive terminates his employment for Good Reason, the Employer shall pay or provide to Executive as severance payments and benefits the Employee (A) (1) the greater of (x) following: A. Executive shall receive his Base Salary, if any, Salary for the period from the Date of Termination (as defined in Section 7(i) below) through the last day expiration of the Initial TermSeverance Period as set forth on Attachment A, paid in semi-monthly installments as provided in Section 3. 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 mayshall no longer have any obligation to provide Executive and his dependents with the Continuation Coverage described in this subsection (D). 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, at 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 Employee 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 an amount equal payment on or prior to the Base Salary remaining to be paid to the Employee as December 31 of the date of such lump sum payment and (y) an amount equal to one year's Base Salary, less (2) any amounts paid or to be paid to the Employee under the terms of any severance plan or program of Employer, if any, as in effect on the Date of Termination and (B) a Pro Rata Share of the Annual Bonus (as defined below). If the Employee's employment shall terminate and he is entitled to receive salary continuation payments under this Section 6(f)(i), and if the Employee obtains new employment, any salary continuation payments to each calendar year during which the Employee may be entitled financial services are provided pursuant to this Section 6(f)(i(7)(f)(i)(G). 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. Executive terminated according to 7(c) shall be reduced fully vested under the SERP. (ii) Upon his death or canceled 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 extent 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 Employee 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 salary and other cash compensation from such employmentunder this Section 7(f)(ii). Any Other than severance compensation, any benefits payable to the Employee 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 (2½) months following the end of the calendar year in which Executive’s employment terminates on account of death or Disability. (iiiii) If Notwithstanding anything to the contrary in this Agreement, in the event of Employee's employment shall terminate upon ’s voluntary termination without Good Reason or his death or Disability or if Employer shall terminate the Employee's employment termination for Cause, Employer shall have the right to continue to pay the Employee his full Employee’s Base Salary through the Date for a period of Termination, plus, in the case of termination upon the Employee's death or Disability, a Pro Rata Share of the Annual Bonus. Any benefits payable up to or in respect of the Employee under any otherwise applicable plans, policies and practices of the Employer shall not be limited by this provision. twelve (iii12) For purposes of this Section 6, the "Pro Rata Share of the Annual Bonus" shall be calculated and paid as follows. If the Employee is terminated prior to July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated assuming that 100% of the Operating Target is achieved in such year, and (2) a fraction equal to the number of full months in such year prior to following the Date of Termination over 12(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 (B) will be paid to the Employee within 30 days after the Date of Termination. If the Employee is terminated on or after July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated based on the actual Operating Result for such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 90 days after the close of the year in respect of which the Pro Rata Share of the Annual Bonus is payable11.

Payments Upon Certain Terminations. (i) In the event of a termination of the Employee's employment Without Cause or a termination by the Employee of his employment for Good Reason, the Employer shall pay to the Employee (A) (1) the greater of (x) his Base Salary, if any, for the period from the Date of Termination (as defined below) through the last day of the Initial Term, Term and (y) an amount equal to one year's Base Salary; provided that Employer may, at any time, pay to the Employee in a single lump sum an amount equal to the Base Salary remaining to be paid to the Employee as of the date of such lump sum payment and (y) an amount equal to one year's Base Salarypayment, less (2) any amounts paid or to be paid to the Employee under the terms of any severance plan or program of Employer, if any, as in effect on the Date of Termination Termination, (B) the Annual Bonus with respect to a completed fiscal year to the extent not theretofore paid to the Employee and (BC) a Pro Rata Share of the Annual Bonus (as defined below)) for the fiscal year in which the Date of Termination occurred. If In the event of the Employee's termination of employment shall terminate and he is entitled pursuant to receive salary continuation payments under this Section 6(f)(i6(c) or 6(d), and if the Employer shall also provide the Employee obtains new employmentwith a leave of absence from the date of termination of employment until June 17, any salary continuation payments to which 2004 for purposes of determining eligibility (but not the amount of, or time of commencement of, benefits) of the Employee may be entitled for retiree benefits pursuant to this Section 6(f)(i) shall be reduced or canceled to the extent that the Employee receives salary any retiree benefit plan, practice and other cash compensation from such employment. Any benefits payable policy applicable to the Employee under at the Date of Termination. Notwithstanding anything to the contrary in any otherwise applicable plansdocument or statement, policies and practices including but not limited to this Agreement, the Employer reserves the right to change without notice any benefit plan, practice or policy at its sole discretion. Changes may include reduction or termination of Employer shall not be limited by this provisionany benefit plan, practice or policy. (ii) If the Employee's employment shall terminate upon his death or Disability or if Employer shall terminate the Employee's employment for Cause, Employer shall pay the Employee his full Base Salary through the Date of Termination, plus, in the case of termination upon the Employee's death or Disability, a Pro Rata Share of the Annual Bonus. Any benefits payable to or in respect of the Employee under any otherwise applicable plans, policies and practices of the Employer shall not be limited by this provision. (iii) For purposes of this Section 6, the "Pro Rata Share of the Annual Bonus" shall be calculated and paid as follows. If the Employee is terminated prior to July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated assuming that 100% of the Operating Target is achieved in such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 30 days after the Date of Termination. If the Employee is terminated on or after July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated based on the actual Operating Result for such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 90 days after the close of the year in respect of which the Pro Rata Share of the Annual Bonus is payable.

Payments Upon Certain Terminations. (i) In the event of a termination of the Employee's employment Without Cause or a termination by the Employee of his employment for Good Reason, the Employer shall pay to the Employee (A) (1) the greater of (x) his Base Salary, if any, for the period from the Date of Termination (as defined below) through the last day of the Initial Term, provided that Employer may, at any time, pay to the Employee in a single lump sum an amount equal to the Base Salary remaining to be paid to the Employee as of the date of such lump sum payment and Term or (y) an amount equal to one year's Base Salary, less (2) any amounts paid or to be paid to the Employee under the terms of any severance plan or program of Employer, if any, as in effect on the Date of Termination Termination, (B) the Annual Bonus with respect to a completed fiscal year to the extent not theretofore paid to the Employee and (BC) a Pro Rata Share of the Annual Bonus (as defined below) for the fiscal year in which the Date of Termination occurred. Amounts payable under (A) above will be paid to the Employee in a lump sum in cash as soon as reasonably practicable after the Date of Termination, provided that the payment at such time can be characterized as a “short-term deferral” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). If , or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Employee is a “specified employee” under Code Section 409A, such portion of the payment shall be delayed until the earlier to occur of the Employee's employment shall terminate ’s death or the date that is six months and he is entitled to receive salary continuation payments under this Section 6(f)(i), and if one day following the Employee obtains new employment, any salary continuation payments to which the Employee may be entitled pursuant to this Section 6(f)(i) shall be reduced or canceled to the extent that the Employee receives salary and other cash compensation from such employmentEmployee’s Date of Termination. Any benefits The Annual Bonus payable to the Employee under any otherwise applicable plans(B) above will be paid to the Employee within the first 2 ½ months after the close of the calendar year to which the Annual Bonus applies, policies and practices the Pro Rata Share of Employer the Annual Bonus under (C) above shall not be limited by this provisionpayable as described in Section 6(f)(iii) below. (ii) If the Employee's employment shall terminate upon his death or Disability or if the Employer shall terminate the Employee's employment for Cause, the Employer shall pay the Employee his full Base Salary through the Date of Termination, plus, in the case of termination upon the Employee's death or Disability, the Annual Bonus as set forth in Section 6(f)(i)(B) above and a Pro Rata Share of the Annual BonusBonus (as defined below) for the fiscal year in which death or Disability occurs. Any benefits payable to or in respect of the Employee under any otherwise applicable plans, policies and practices of the Employer shall not be limited by this provision. (iii) For purposes of this Section 6, the "Pro Rata Share of the Annual Bonus" shall be calculated and paid as follows. If the Employee is terminated prior to July 1 of any year, the The Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated assuming that 100% based on the actual achievement, as certified by the Compensation and Pension Committee of Employer’s Board, of the Operating Target is achieved in such yearAnnual Objectives, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 30 days the first 2-1/2 months after the Date close of Termination. If the Employee is terminated on or after July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated based on the actual Operating Result for such year, and (2) a fraction equal to the number of full months calendar year in such year prior to which the Date of Termination over 12occurs. (iv) Notwithstanding anything to the contrary in Section 6(f)(i) above, if the Employee becomes entitled to receive severance pay under the Change in Control Agreement by and between the Employer and the Employee (the “CIC Agreement”), including but not limited to severance pay payable as a result of the Employer’s failure to obtain the assumption of this Agreement by any successor as contemplated by Section 14 hereof, such severance pay under the CIC Agreement shall be in lieu of the severance pay to which the Employee would otherwise have been entitled to under clauses (A), (B) will be paid to the Employee within 90 days after the close and (C) of the year in respect of which the Pro Rata Share of the Annual Bonus is payableSection 6(f)(i) above.

Payments Upon Certain Terminations. (i) In the event of a termination of the Employee's If Executive’s employment is terminated by Employer Without Cause or a termination by the Employee of Executive terminates his employment for Good Reason, the Employer shall pay or provide to Executive as severance payments and benefits the Employee (A) (1) the greater of (x) following: A. Executive shall receive his Base Salary, if any, Salary for the period from the Date of Termination (as defined in Section 7(i) below) through the last day expiration of the Initial TermSeverance Period as set forth on Attachment A, paid in semi-monthly installments as provided in Section 3. B. Executive shall receive the product of (i) the amount of incentive compensation that Employer may, at any time, pay would have been payable to Executive pursuant to the Employee 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 single lump sum an amount fraction, the numerator of which is equal to the Base Salary remaining to be paid to the Employee as number of the date of days in such lump sum payment and (y) an amount equal to one year's Base Salary, less (2) any amounts paid or to be paid to the Employee under the terms of any severance plan or program of Employer, if any, as in effect on calendar year that precede the Date of Termination and (B) a Pro Rata Share the denominator of which is 365. C. Executive shall receive the amount of any incentive compensation earned and payable under the terms of the Annual Bonus Long Term Incentive Plan as of the Date of Termination. D. Subject to the other terms and conditions of this subsection (as defined belowD), 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”). If Executive shall be responsible for paying the Employee's employment 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 terminate 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 he is 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). In the event Employer cannot reasonably provide Executive and his dependents with coverage under Employer’s Group Benefits Plan for the full Continuation Coverage period, Employer may provide coverage under one or more alternative plans or arrangements providing substantially equivalent coverage to the coverage then being provided to active employees and their dependants under Employer’s group benefits plan. E. During the Severance Period Employer shall reimburse Executive for the premiums paid to continue coverage under any supplemental long-term disability policy maintained by Executive as of January 1, 2007. F. During the Severance Period Executive shall be entitled to continue to participate in the Remington Arms Company, Inc. All Groups Life Insurance Plan (the “Life Insurance Program”) as in effect from time to time. Employer shall be responsible for paying the premiums for such coverage. G. Executive shall receive salary continuation payments his vested accrued benefits under the Remington Arms Company, Inc. Pension and Retirement Plan and the Remington Arms Company 401(k) Plan in accordance with me terms and provisions of such plans as in effect from time to time. H. Executive shall receive his benefit under the Remington Supplemental Pension Plan (the “SERP”) in accordance with the terms and provisions of the SERP as in effect from time to time. (ii) Upon his death or Disability or if Employer terminates Executive’s employment for Cause, Employer shall pay Executive his full Base Salary through the Date of Termination, plus, in the case of termination upon Executive’s death or Disability, a pro rata amount of incentive compensation pursuant to the Annual Incentive Compensation Plan calculated in the same manner as Section 7(f)(i)(B) above (but excluding any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination). Executive shall not be entitled to severance compensation under any severance compensation plan of Employer when Executive receives compensation under this Section 6(f)(i7(f)(ii), and if the Employee obtains new employment. Other than severance compensation, any salary continuation payments to which the Employee may be entitled pursuant to this Section 6(f)(i) shall be reduced or canceled to the extent that the Employee receives salary and other cash compensation from such employment. Any benefits payable to the Employee 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. (iiiii) If Notwithstanding anything to the contrary in this Agreement, in the event of Employee's employment shall terminate upon ’s voluntary termination without Good Reason or his death or Disability or if Employer shall terminate the Employee's employment termination for Cause, Employer shall have the right to continue to pay the Employee his full Employee’s Base Salary through the Date for a period of Termination, plus, in the case of termination upon the Employee's death or Disability, a Pro Rata Share of the Annual Bonus. Any benefits payable up to or in respect of the Employee under any otherwise applicable plans, policies and practices of the Employer shall not be limited by this provision. twelve (iii12) For purposes of this Section 6, the "Pro Rata Share of the Annual Bonus" shall be calculated and paid as follows. If the Employee is terminated prior to July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated assuming that 100% of the Operating Target is achieved in such year, and (2) a fraction equal to the number of full months in such year prior to following the Date of Termination over 12(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 (B) will be paid to the Employee within 30 days after the Date of Termination. If the Employee is terminated on or after July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated based on the actual Operating Result for such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 90 days after the close of the year in respect of which the Pro Rata Share of the Annual Bonus is payable11.

Payments Upon Certain Terminations. (i) In the event of a termination of the Employee's Executive’s employment by Employer Without Cause or a termination by the Employee Executive of his employment for Good ReasonReason during the Employment Period or a termination of Executive’s employment as a result of the expiration of the Employment Period, the Employer shall pay to the Employee Executive (or, following his death, to Executive’s beneficiaries): (A) (1) the greater of (x) his Base Salary, if anywhich shall be payable in installments on Employer’s regular payroll dates, for the period from (the “Severance Period”) beginning on the Date of Termination through (as defined below) and ending on the last day eighteen month anniversary of the Initial TermDate of Termination, and (B) any earned but unpaid Synergy Achievement Awards, payable promptly following such termination of employment and a pro rata portion of the Synergy Achievement Award (the “Pro Rata Synergy Award”) that would have been payable to Executive for the Award Year that includes the Date of Termination, payable promptly following the calculation thereof, less (C) the amount, if any, paid or payable to Executive under the terms of any severance plan, policy, program or practice of Holding, Employer or any of their respective Affiliates applicable to Executive, as in effect on the Date of Termination; provided that Employer may, at any time, pay to the Employee Executive, in a single lump sum and in satisfaction of Employer’s obligations under clauses (A) and (B) of this Section 7(f)(i), an amount equal to (x) the installments of the Base Salary then remaining to be paid to Executive pursuant to clause (A) above, and the Employee as of the date of such lump sum payment and (y) an amount equal to one year's Base Salaryamount, less (2) any amounts paid or if any, then remaining to be paid to Executive pursuant to clause (B) above, less (y) the Employee under the terms of any severance plan or program of Employeramount, if any, as in effect on the Date of Termination and remaining to be paid to Executive pursuant to any plan, policy, program or practice identified under clause (BC) a Pro Rata Share of the Annual Bonus (as defined below)above. If the Employee's Executive’s employment shall terminate and he is entitled to receive salary continuation continued payments of his Base Salary under clause (A) of this Section 7(f)(i), Employer shall (x) continue to provide to Executive during the Severance Period the life, medical, dental and prescription drug benefits referred to in Section 5 (the “Continued Benefits”) and (y) reimburse Executive for expenses incurred by him for outplacement and career counseling services provided to Executive for an aggregate amount not in excess of the lesser of (i) $25,000 and (ii) 20% of Executive’s Base Salary. Executive shall not have a duty to mitigate the costs to Employer under this Section 6(f)(i7(f)(i), and if the Employee obtains new employment, any salary continuation payments to which the Employee may be entitled pursuant to this Section 6(f)(i) except that Continued Benefits shall be reduced or canceled to the extent that of any comparable benefit coverage earned by (whether or not paid currently) or offered to Executive during the Employee receives salary and Severance Period by a subsequent employer or other cash compensation from such employment. Any benefits payable Person (as defined below) for which Executive performs services, including but not limited to the Employee under any otherwise applicable plans, policies and practices of Employer shall not be limited by this provisionconsulting services. (ii) If the Employee's Executive’s employment shall terminate upon his death or Disability or if Employer shall terminate the Employee's Executive’s employment for CauseCause or Executive shall terminate his employment without Good Reason during the Employment Period, Employer shall pay the Employee Executive his full Base Salary through the Date of Termination, ; plus, in the case of termination upon the Employee's Executive’s death or Disability, a (i) any earned but unpaid Synergy Achievement Award and (ii) the Pro Rata Share Synergy Award (determined as provided in Section 7(f)(i)) for the portion of the Annual Bonus. Any benefits payable to Award Year preceding Executive’s Date of Termination (exclusive of 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); plus, in respect the case of termination upon Executive’s death, his full Base Salary for the remainder of the Employee under any otherwise applicable planspay period in which death occurs and for one month thereafter, policies and practices of the Employer shall not be limited by this provisionas provided in Section 3. (iii) For purposes Except as specifically set forth in this Section 7(f), no benefits payable to Executive under any otherwise applicable plan, policy, program or practice of Employer shall be limited by this Section 7(f), provided that (x) Executive shall not be entitled to receive any payments or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 6, 7(f) shall supersede the "Pro Rata Share of the Annual Bonus" shall be calculated and paid as follows. If the Employee is terminated prior to July 1 provisions of any yearsuch plan, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonuspolicy, calculated assuming that 100% of the Operating Target is achieved in such yearprogram or practice), and (2y) a fraction equal the amount, if any, paid or payable to Executive under the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 30 days after the Date of Termination. If the Employee is terminated on or after July 1 terms of any yearsuch plan, policy, program or practice relating to severance shall reduce the Pro Rata Share of the Annual Bonus amounts payable under Section 7(f)(i) as provided in clause (AC) will be equal to the product of (1) the Annual Bonus, calculated based on the actual Operating Result for such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 90 days after the close of the year in respect of which the Pro Rata Share of the Annual Bonus is payablethereof.

Payments Upon Certain Terminations. (i) In the event of a termination of the Employee's employment Without Cause or a termination by the Employee of his employment for Good Reason, the Employer shall pay to the Employee (A) (1) the greater of (x) his Base Salary, if any, for the period from the Date of Termination (as defined below) through the last day of the Initial Term, Term and (y) an amount equal to one year's Base Salary; provided that Employer may, at any time, pay to the Employee in a single lump sum an amount equal to the Base Salary remaining to be paid to the Employee as of the date of such lump sum payment and (y) an amount equal to one year's Base Salarypayment, less (2) any amounts paid or to be paid to the Employee under the terms of any severance plan or program of Employer, if any, as in effect on the Date of Termination Termination, (B) the Annual Bonus with respect to a completed fiscal year to the extent not theretofore paid to the Employee and (BC) a Pro Rata Share of the Annual Bonus (as defined below)) for the fiscal year in which the Date of Termination occurred. If In the event of the Employee's termination of employment shall terminate and he is entitled pursuant to receive salary continuation payments under this Section 6(f)(i6(c) or 6(d), and if the Employer shall also provide the Employee obtains new employmentwith a leave of absence from the date of termination of employment until April 26, any salary continuation payments to which 2006 for purposes of determining eligibility (but not the amount of, or time of commencement of, benefits) of the Employee may be entitled for retiree benefits pursuant to this Section 6(f)(i) shall be reduced or canceled to the extent that the Employee receives salary any retiree benefit plan, practice and other cash compensation from such employment. Any benefits payable policy applicable to the Employee under at the Date of Termination. Notwithstanding anything to the contrary in any otherwise applicable plansdocument or statement, policies and practices including but not limited to this Agreement, the Employer reserves the right to change without notice any benefit plan, practice or policy at its sole discretion. Changes may include reduction or termination of Employer shall not be limited by this provisionany benefit plan, practice or policy. (ii) If the Employee's employment shall terminate upon his death or Disability or if Employer shall terminate the Employee's employment for Cause, Employer shall pay the Employee his full Base Salary through the Date of Termination, plus, in the case of termination upon the Employee's death or Disability, a Pro Rata Share of the Annual Bonus. Any benefits payable to or in respect of the Employee under any otherwise applicable plans, policies and practices of the Employer shall not be limited by this provision. (iii) For purposes of this Section 6, the "Pro Rata Share of the Annual Bonus" shall be calculated and paid as follows. If the Employee is terminated prior to July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated assuming that 100% of the Operating Target is achieved in such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 30 days after the Date of Termination. If the Employee is terminated on or after July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated based on the actual Operating Result for such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 90 days after the close of the year in respect of which the Pro Rata Share of the Annual Bonus is payable.

Payments Upon Certain Terminations. (i) In the event of a termination of the Employee's Executive’s employment by Employer Without Cause or a termination by the Employee Executive of his employment for Good ReasonReason during the Term, the Employer shall pay to Executive (or, following his death, to Executive’s beneficiaries) his full Base Salary through the Employee date of termination and, provided Executive executes and delivers a general release of all claims substantially in the form attached as Exhibit B to this Agreement, the following additional amounts: (A) his Base Salary at the rate in effect hereunder immediately prior to the termination, which shall be payable in installments on Employer’s regular payroll dates, for the period beginning on the date of termination and ending on the second anniversary of the date of termination (the “Severance Period”), plus (B) if the Company achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the date of termination, an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the consolidated financial statements of Employer for such Bonus Year, equal to the product of (1) annual incentive bonus that would have been payable to Executive for such Bonus Year pursuant to Section 4(b) under the greater Bonus Plan had he remained employed for the entire Bonus Year, multiplied by (2) a fraction, the numerator of which is equal to the number of days in such Bonus Year that precede the Date of Termination and the denominator of which is equal to 365, less (xC) his Base Salarythe amount, if any, for paid or payable to Executive under the terms of any severance plan, severance policy, severance program or severance practice or pursuant to any laws, as in effect on the date of termination (a “Severance Program”). If the amounts to which Executive is eligible under Sections 7(f)(1)(A) and (B) are less than the benefits described in this Section 7(f)(I)(C), the amounts owed under this Section 7(f)(1)(C) will be reduced by the amounts owed pursuant to Section 7(f)(1)(A) and (B); (D) Employer shall, during the Severance Period, provide Executive continued coverage under the medical and other health plans of Employer referred to in Section 5 (the “Continued Benefits”) in which Executive was a participant immediately prior to the date of termination, subject to timely payment by Executive of all premiums, contributions and other co-payments required to be paid, during such period by senior executives of Employer and as permitted under the terms of such plans as in effect from time to time. Continued coverage under the Date medical and other health plans of Termination through Employer shall not be interpreted as the last day continuation of the Initial Termemployment relationship or the commencement of a new employment relationship. Executive shall not have a duty to mitigate the costs to Employer under this Section 7(f)(i), provided except that Continued Benefits shall be canceled to the extent of any comparable benefit coverage offered to Executive during the Severance Period by a subsequent employer or other Person (as defined below) for which Executive performs services, including but not limited to consulting services. (E) Employer may, at any time, pay to the Employee Executive, in a single lump sum an amount equal to the Base Salary remaining to be paid to the Employee as of the date of such lump sum payment and (y) an amount equal to one year's Base Salary, less (2) any amounts paid or to be paid to the Employee under the terms of any severance plan or program in satisfaction of Employer, if any, as in effect on the Date ’s obligations under clauses (A) – (C) of Termination and (B) a Pro Rata Share of the Annual Bonus (as defined below). If the Employee's employment shall terminate and he is entitled to receive salary continuation payments under this Section 6(f)(i7(f)(i), and if the Employee obtains new employment, any salary continuation payments to which the Employee may be entitled pursuant to this Section 6(f)(i) shall be reduced or canceled to the extent that the Employee receives salary and other cash compensation from such employment. Any benefits payable to the Employee under any otherwise applicable plans, policies and practices of Employer shall not be limited by this provision. (ii) If the Employee's Executive’s employment shall terminate upon his death or due to his Disability or if Employer shall terminate the Employee's Executive’s employment for CauseCause or if Executive shall terminate his employment without Good Reason unless otherwise mandated by law, Employer shall pay Executive (or, in the Employee event of his death, his beneficiaries) his full Base Salary through the Date date of Termination, plustermination. In addition, in the case of any such termination upon the Employee's due to Executive’s death or Disability, a Pro Rata Share if the Employer achieves the performance objectives established under the Bonus Plan for the Bonus Year that includes the date of termination, Employer shall pay Executive (or his beneficiaries if applicable) an amount, payable in one lump sum as soon as reasonably practicable following receipt by the Board of the Annual Bonus. Any benefits payable to or in respect consolidated financial statements of the Employee under any otherwise applicable plansEmployer for such Bonus Year, policies and practices of the Employer shall not be limited by this provision. (iii) For purposes of this Section 6, the "Pro Rata Share of the Annual Bonus" shall be calculated and paid as follows. If the Employee is terminated prior to July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonusannual incentive bonus that would have been payable to the Executive for such Bonus Year pursuant to Section 4(b) under the Bonus Plan had he remained employed for the entire Bonus Year, calculated assuming that 100% of the Operating Target is achieved in such year, and multiplied by (2) a fraction fraction, the numerator of which is equal to the number of full months days in such year prior to Bonus Year that precede the Date of Termination over 12(exclusive of 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) and the denominator of which is equal to 365. (iii) Executive shall be entitled to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice of Employer in which Executive was a participant during his employment with Employer in accordance with the terms thereof, provided that (x) Executive shall not be entitled to receive any payments or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation (and the provisions of this Section 7(f) shall supersede the provisions of any such plan, policy, program or practice), and (By) will be the amount, if any, paid or payable to Executive under the Employee within 30 days after the Date of Termination. If the Employee is terminated on or after July 1 terms of any yearsuch plan, policy, program or practice relating to severance shall reduce the Pro Rata Share of the Annual Bonus amounts payable under Section 7(f)(i) as provided in clause (AC) will be equal to the product of (1) the Annual Bonus, calculated based on the actual Operating Result for such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 90 days after the close of the year in respect of which the Pro Rata Share of the Annual Bonus is payablethereof.

Payments Upon Certain Terminations. (i) In the event of a termination of the Employee's employment Without Cause or a termination by the Employee of his employment for Good Reason, the Employer shall pay to the Employee (A) (1) the greater of (x) his Base Salary, if any, for the period from the Date of Termination through the last day of the Initial Term, provided that Employer may, at any time, pay to the Employee Executive in a single lump sum and in satisfaction of Employer's obligations under clauses (A) and (B) of this Section 7(f)(i), an amount equal to (x) the installments of the Base Salary then remaining to be paid - to Executive pursuant to clause (A) above, and the amount, if any, then remaining to be paid to the Employee as of the date of such lump sum payment and Executive pursuant to clause (B) above, less (y) an amount equal to one year's Base Salary- the amount, less (2) any amounts paid or if any, remaining to be paid to the Employee under the terms of Executive pursuant to any severance plan or program of Employer, if any, as in effect on the Date of Termination and identified under clause (BC) a Pro Rata Share of the Annual Bonus (as defined below)above. If the EmployeeExecutive's employment shall terminate and he is entitled to receive salary continuation continued payments of his Base Salary under clause (A) of this Section 7(f)(i), Employer shall (x) - continue to provide to Executive during the Severance Period the life, medical, dental, accidental death and dismemberment and prescription drug benefits referred to in Section 5 (the "Continued Benefits") and (y) - reimburse Executive for expenses incurred by him for outplacement and career counseling services provided to Executive for an aggregate amount not in excess of the lesser of (i) $25,000 and (ii) 20% of Executive's Base - -- Salary. Executive shall not have a duty to mitigate the costs to Employer under this Section 6(f)(i7(f)(i), except that payments of Base Salary and if the Employee obtains new employment, any salary continuation payments to which the Employee may be entitled pursuant to this Section 6(f)(i) Continued Benefits shall be reduced or canceled to the extent that of any compensation, fees or comparable benefit coverage earned by (whether or not paid currently) or offered to Executive during the Employee receives salary and Severance Period by a subsequent employer or other cash compensation from such employment. Any benefits payable to the Employee under any otherwise applicable plans, policies and practices of Employer shall not be limited by this provisionentity for whom Executive performs services including consulting services. (ii) If the EmployeeExecutive's employment shall terminate upon his death or Disability or if Employer shall terminate the EmployeeExecutive's employment for CauseCause or Executive shall terminate his employment without Good Reason during the Employment Period, Employer shall pay the Employee Executive his full Base Salary through the Date of Termination, plus, in the case of termination upon the EmployeeExecutive's death or Disability, a if the Company has achieved the pro rated performance target for such calendar year (determined as provided in Section 7(e)(ii)), the Pro Rata Share Bonus for the portion of the Annual Bonus. calendar year preceding Executive's Date of Termination (exclusive of 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), plus in the case of termination upon Executive's death, his full Base Salary for the remainder of the pay period in which death occurs and for one month thereafter, as provided in Section 3 hereof. (iii) Any benefits payable to or in respect of the Employee Executive under any otherwise applicable plans, policies and practices of the Employer shall not be limited by this provisionSection 7(e), other than any such severance plan. (iii) For purposes of this Section 6, the "Pro Rata Share of the Annual Bonus" shall be calculated and paid as follows. If the Employee is terminated prior to July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated assuming that 100% of the Operating Target is achieved in such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 30 days after the Date of Termination. If the Employee is terminated on or after July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated based on the actual Operating Result for such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 90 days after the close of the year in respect of which the Pro Rata Share of the Annual Bonus is payable.

Payments Upon Certain Terminations. (i) In the event of a termination of the Employee's employment Without Cause or a termination by the Employee of his employment for Good Reason, the Employer shall pay to the Employee (A) (1) the greater of (x) his Base Salary, if any, for the period from the Date of Termination (as defined below) through the last day of the Initial Term, provided that Employer may, at any time, pay to the Employee in a single lump sum an amount equal to the Base Salary remaining to be paid to the Employee as of the date of such lump sum payment and Term or (y) an amount equal to one year's Base Salary, less (2B) any amounts paid or the Annual Bonus with respect to be a completed fiscal year to the extent not theretofore paid to the Employee under the terms of any severance plan or program of Employer, if any, as in effect on the Date of Termination and (BC) a Pro Rata Share of the Annual Bonus (as defined below)) for the fiscal year in which the Date of Termination occurred. If Amounts payable under (A) above will be paid to the Employee's employment shall terminate and he Employee in a lump sum in cash as soon as reasonably practicable after the Date of Termination, provided that, with respect to any portion of the payment at such time that is entitled to receive salary continuation payments under this neither a “short-term deferral” for purposes of Section 6(f)(i409A of the Internal Revenue Code of 1986, as amended (the “Code”), and nor otherwise exempt from the provisions of Code Section 409A, such portion of the payment shall be made on the 60th day after the Date of Termination; provided further that, if the Employee obtains new employmentis a “specified employee” under Code Section 409A, any salary continuation payments to which such portion of the Employee may be entitled pursuant to this Section 6(f)(i) payment shall be reduced delayed until the earlier to occur of the Employee’s death or canceled to the extent date that is six months and one day following the Employee receives salary and other cash compensation from such employmentEmployee’s Date of Termination. Any benefits The Annual Bonus payable to the Employee under any otherwise applicable plans(B) above will be paid to the Employee within the first 2 ½ months after the close of the calendar year to which the Annual Bonus applies, policies and practices the Pro Rata Share of Employer the Annual Bonus under (C) above shall not be limited by this provisionpayable as described in Section 6(f)(iii) below. (ii) If the Employee's employment shall terminate upon his death or Disability or if the Employer shall terminate the Employee's employment for Cause, the Employer shall pay the Employee his full Base Salary through the Date of Termination, plus, in the case of termination upon the Employee's death or Disability, the Annual Bonus as set forth in Section 6(f)(i)(B) above and a Pro Rata Share of the Annual BonusBonus (as defined below) for the fiscal year in which death or Disability occurs. Any benefits payable to or in respect of the Employee under any otherwise applicable plans, policies and practices of the Employer shall not be limited by this provision. (iii) For purposes of this Section 6, the "Pro Rata Share of the Annual Bonus" shall be calculated and paid as follows. If the Employee is terminated prior to July 1 of any year, the The Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated assuming that 100% based on the actual achievement, as certified by the Compensation and Pension Committee of Employer’s Board, of the Operating Target is achieved in such yearAnnual Objectives, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 30 days the first 2-1/2 months after the Date close of Termination. If the Employee is terminated on or after July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated based on the actual Operating Result for such year, and (2) a fraction equal to the number of full months calendar year in such year prior to which the Date of Termination over 12occurs. (iv) Notwithstanding anything to the contrary in Section 6(f)(i) above, if the Employee becomes entitled to receive severance pay under the Change in Control Agreement by and between the Employer and the Employee (the “CIC Agreement”), including but not limited to severance pay payable as a result of the Employer’s failure to obtain the assumption of this Agreement by any successor as contemplated by Section 14 hereof, such severance pay under the CIC Agreement shall be in lieu of the severance pay to which the Employee would otherwise have been entitled to under clauses (A), (B) will be paid to the Employee within 90 days after the close and (C) of the year in respect of which the Pro Rata Share of the Annual Bonus is payableSection 6(f)(i) above.

Payments Upon Certain Terminations. (i) In the event of a termination of the Employee's employment Without Cause or a termination by the Employee of his employment for Good ReasonReason prior to April 1, 1999, the Employer Company shall pay to the Employee an amount equal to the sum of (A) (1) two times the greater Employee's annual Base Salary as of the Termination Date multiplied by a fraction of which (x) his Base Salarythe numerator shall be the number of months remaining in the Employment term (including the month in which the termination date occurs) and (y) the denominator shall be 24, if any(B) $175.000, but only to the extent such amount has not been paid pursuant to Section 3 hereof (C) the target amount of the Employee's Bonus Award for fiscal year 1999. The Company shall pay the Employee such amount in equal monthly installments for the period from the Date of Termination through the last day remainder of the Initial original Employment Term. In the event of a termination of the Employee's employment Without Cause or by the Employee for Good Reason during the Employment term but on or after April 1, provided that Employer may1999, at any time, the Company shall pay to the Employee in a single lump sum 12 equal monthly installments after the Termination Date an amount equal to the sum of (A) one times the Employee's annual Base Salary remaining to be paid to the Employee as of the date of Termination date,(B)$175.000, but only to the extent such lump sum payment amount has been paid pursuant to Section 3 hereof and (yC) an the target amount equal to one yearof the Employee's Base Salary, less (2) any amounts paid or to be paid Bonus obligations to the Employee under the terms of any severance plan or program of Employerthis Agreement, if any, as in effect on the Date of Termination and (B) a Pro Rata Share of the Annual Bonus (as defined below). If the Employee's employment shall terminate and he is entitled to receive salary continuation payments under this Section 6(f)(i), and if the Employee obtains new employment, any salary continuation payments to which the Employee may be entitled pursuant to this Section 6(f)(i) shall be reduced or canceled except to the extent that otherwise provided in the Employee receives salary applicable benefit plans and other cash compensation from such employment. Any benefits payable programs referred to the Employee under any otherwise applicable plans, policies and practices of Employer shall not be limited by this provisionSection 5 hereof. (ii) If In the event that Employee's employment shall terminate terminates upon his death or Disability or if Employer shall terminate the Company terminates the Employee's employment for Cause, Employer or the Employee terminates his employment with the Company without Good Reason during the Employment Term, the Company shall pay the Employee his full Base Salary through the Date date of Termination, plus, in such termination and the case of termination upon the Employee's death or Disability, a Pro Rata Share of the Annual Bonus. Any benefits payable Company shall have no additional obligations to or in respect of the Employee under any otherwise applicable plansthis Agreement, policies and practices of the Employer shall not be limited by this provision. (iii) For purposes of this Section 6, the "Pro Rata Share of the Annual Bonus" shall be calculated and paid as follows. If the Employee is terminated prior to July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal except to the product of (1) extent otherwise provided in the Annual Bonus, calculated assuming that 100% of the Operating Target is achieved applicable benefit plans and programs referred to in such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 30 days after the Date of Termination. If the Employee is terminated on or after July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated based on the actual Operating Result for such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 90 days after the close of the year in respect of which the Pro Rata Share of the Annual Bonus is payableSection 5 hereof.