Exhibit 10.4
AMENDMENT NO. 1 TO THE ROYAL APPLIANCE MFG. CO. CHANGE IN CONTROL
SEVERANCE COMPENSATION PLAN
This Amendment No. 1 (this "Amendment"), dated as of December 16, 2002, to
the Royal Appliance Mfg. Co. Change In Control Severance Compensation Plan (the
"Plan").
WHEREAS, the Company proposes to enter into an Agreement and Plan of
Merger, dated as of December 16, 2002 (as amended, supplemented, modified or
replaced from time to time, the "Merger Agreement"), among Techtronic Industries
Co., Ltd., a Hong Kong corporation ("Parent"), RAMC Holdings, Inc., a Delaware
corporation and wholly-owned subsidiary of Parent ("Acquiror"), TIC Acquisition
Corp., an Ohio corporation and wholly-owned subsidiary of Acquiror ("Merger
Sub"), and the Company;
WHEREAS, the Board of Director of the Company has determined that the
Merger Agreement and the terms and conditions set forth therein and the
transactions contemplated thereby, including, without limitation, the Merger (as
defined in the Merger Agreement), are advisable and are fair to and in the best
interests of the Company and its shareholders;
WHEREAS, the Board of Directors of the Company has determined, in
connection with its contemplation of the Merger Agreement, that it is necessary
and desirable to amend the Plan;
WHEREAS, Section 8.2 of the Plan provides that the Company may amend the
Plan by resolution adopted by a majority of the members of the Board of
Directors of the Company;
WHEREAS, by resolution adopted on December 9, 2002, the Board of Directors
adopted a resolution to amend the Plan in the manner set forth below;
NOW, THEREFORE, in consideration of the foregoing premises Section 8.1 of
the Plan shall be amended to read as follows:
8.1 Duration: (a) This Plan shall expire on March 31, 2006, unless sooner
terminated as provided in Section 8.2 hereof, or unless extended for an
additional period or periods by resolution adopted by the Board at any time.
(b) Upon expiration of this Plan, all rights of Participants will
terminate and no Participant will be entitled to any benefit under the Plan as a
result of his or her termination of employment subsequent to March 31, 2006,
regardless of whether or not a Change in Control has occurred on or prior to
March 31, 2006; provided that any Participant who is entitled under Section 4.4
hereof to receive a payment because of his or her termination of employment
prior to March 31, 2006 shall continue to be entitled to receive such payment.
--------------------------------------------
Xxxxxxx X. Xxxxx, Chief Financial Officer
Royal Appliance Mfg. Co.
