RETENTION AND CONSULTATION AGREEMENT
EXHIBIT
10.18
This
Agreement is between Xxxxxx X. Xxxxxxx ("Xxxxxxx") and Xxxxx, Ruger & Co.,
Inc. ("the Company"). In consideration of the following, Xxxxxxx agrees to
remain employed by the Company and the Company agrees to continue to employ
Xxxxxxx in his present capacity of Vice President of Prescott Operations until
at least February 15, 2008 and to continue to pay him at his present salary
through that date.
Provided
that Xxxxxxx executes the agreement attached as Exhibit A to consult with and
not to compete with the Company for 18 months following his retirement from
the
Company, upon his retirement from the Company on or after February 15, 2008,
the
Company will provide Xxxxxxx the following:
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1.
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18
months of continued medical plan coverage for Xxxxxxx and his spouse
at
the Company's expense commencing at the time of his retirement in
accordance with the plan in effect during that time (coverage will
be
available under COBRA for 18 months following expiration of medical
plan
coverage continuation by the Company);
and
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2.
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For
18 months after the date of his retirement, compensation at the annual
rate of $225,000 per year, plus a performance bonus for 2008 prorated
until February, 15, 2008. These payments will be in consideration
for
Xxxxxxx'x promise not to compete with the Company and for his providing
consulting services to the Company when so requested, pursuant to
Exhibit
A of this agreement.
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3.
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To
the extent required under Section 409A of the Internal Revenue Code,
all
payments due to Stutter under Paragraph 2 above shall be delayed
until the
first regular Company payday on or after the first day of the seventh
month following the retirement of Xxxxxxx from the Company. At that
time,
Xxxxxxx shall be paid all sums that were otherwise payable under
Paragraph
2 above, plus interest on such delayed payments at the rate of six
percent
(6%) simple interest per annum running from the date such payments
were
otherwise due.
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4.
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This
Agreement will not affect in any way Xxxxxxx'x entitlement to the
Performance Target Bonus for year 2007 to be paid during February
2008 in
the ordinary course of business (provided that the pre-defined Company
financial goals are met that trigger the obligation of the Company
to pay
this bonus).
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Agreed
to
and accepted:
| Xxxxxx X. Xxxxxxx |
Xxxxx,
Ruger & Co., Inc.
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/s/
Xxxxxx
X.
Xxxxxxx
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By,
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/s/
Xxxxxxx
X.
Xxxxxxx
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Xxxxxxx X. Xxxxxxx, President | |||
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Date:
12/3/07
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Date: 12/4/07 | |||
86
EXHIBIT
A
Consultation
Terms
Xxxxxx
and the Company agree:
For
18
months after the date of Xxxxxxx'x actual retirement from the Company, as his
schedule reasonably permits and upon reasonable notice, he will make himself
available to consult with the Company for the following purposes:
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1.
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To
help ensure an orderly transition to new management of the Company's
Prescott, Arizona facility.
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2.
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To
assist in the training of manufacturing
personnel.
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3.
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To
advise on matters of product design, sales, and
marketing.
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4.
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To
appear on behalf of the Company upon request at trade shows, shoots,
hunts, benefits, sales events, and industry
functions.
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5.
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To
field test new Company products, competitors' products and
accessories.
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6.
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And
for any other purposes which Xxxxxxx and the Company may
agree.
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Xxxxxxx'x
total time expenditure for such consultation is not expected to exceed 40 days
per year, including travel time.
In
addition to the compensation listed in the "Retention and Consultation
Agreement", Xxxxxxx shall be paid all reasonable travel costs and reimbursed
for
expenses incurred as a result of his consultation and travel, in accordance
with
all Company policies then in effect.
Xxxxxxx
agrees that he will be
providing services as an independent contractor and not as an employee of the
Company. Stutter understands and agrees that he will not be a participant in
any
company benefit plan or receive any other benefits from the Company other than
the compensation provided for herein, except as otherwise specifically provided
in his attached Retention and Consultation Agreement.
Xxxxxxx
agrees not to disparage the Company, its personnel, or its products, in any
way
during the period of this agreement. The Company agrees to respect the many
contributions of Xxxxxxx during his twenty years of service and not disparage
Xxxxxxx in any way.
Xxxxxxx
agrees not to hold himself out as a Company representative nor to speak or
write
on behalf of the Company unless first requested to do so or after consent by
the
Company, which consent may be given orally.
87
Confidentiality
Agreement
Xxxxxxx
agrees to keep all information belonging to the Company, as well as trade
secrets, confidential information, proprietary data, and insider information,
in
the
strictest
confidence. Stutter further agrees not to release or disclose any such
information or use any such information in any way for a period of one year
subsequent to the expiration of the Retention and Consultation Agreement,
without the prior written consent of the Company.
Agreement
Not to
Compete
Xxxxxxx
agrees not to compete with the Company in any way for a period of 18 months
following his retirement from the Company. During that time, he will not,
directly or indirectly render any services or become employed by or engage
in
any business that is competitive with the Company without its prior written
consent.
Invention
Disclosure and
Assignment
Stutter
will promptly disclose to Company or any persons designated by it, all
improvements, inventions, formulas, ideas, processes, techniques, know-how,
software programs, and data ("Inventions''), whether or not copyrightable or
patentable, made or conceived or reduced to practice or learned by Xxxxxxx,
either alone or jointly with others, during the term of Xxxxxxx'x performance
of
services for Company. Company shall receive such disclosures in
confidence.
Stutter
agrees that all Inventions that Xxxxxxx develops (in whole or in part, either
alone or jointly with others) and (i) uses equipment, supplies, facilities,
or
trade secret information of Company; (ii) uses the time for which Xxxxxxx was
compensated by Company; (iii) which relate to the business of Company or to
its
actual or demonstrably anticipated research and development; or (iv) which
result, in whole or in part, from work performed by Xxxxxxx for Company shall
be
the sole property of Company and its assigns, and Company and its assigns shall
be the sole owner(s) of all patents and other rights, including copyrights,
in
connection with those Inventions. Xxxxxxx hereby assigns to Company any rights
Xxxxxxx may have or acquire in such Inventions. Stutter further agrees that,
regarding all such Inventions, to assist Company in every proper way (but at
Company's expense) to obtain and from time to time enforce patents or copyrights
on said Inventions in any and all countries.
Agreed
to
and accepted:
| Xxxxxx X. Xxxxxxx |
Xxxxx,
Ruger & Co., Inc.
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/s/
Xxxxxx
X.
Xxxxxxx
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By,
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/s/
Xxxxxxx
X.
Xxxxxxx
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Xxxxxxx X. Xxxxxxx, President | |||
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Date:
12/3/07
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Date: 12/4/07 | |||
88
