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Exhibit 10.8
RACI HOLDING, INC.
STOCK INCENTIVE PLAN
MATCHING DEFERRED SHARE AWARD AGREEMENT
Deferred Share Award, dated as of June 24, 1999 (the "Award"), made
by RACI Holding, Inc., a Delaware corporation ("Holding"), to the Grantee whose
name appears on the signature page hereof (the "Grantee") under the terms of
RACI Holding, Inc. Stock Incentive Plan (the "Plan").
1. Plan Controls. Capitalized terms used in this Award and not
otherwise defined herein shall have the meaning given such terms in the Plan. If
any provision of this Award is inconsistent with any provision of the Plan (as
either may be interpreted from time to time by the Board), the Plan shall
control.
2. Grant of Deferred Shares. Effective as of the date hereof, Holding
hereby evidences and confirms its grant to the Grantee, on the terms and
conditions of this Award and the Plan, of the number of shares of Deferred
Shares set forth on the signature page hereof, which represent Holding's
contractual obligation to deliver shares of Holding's Common Stock ("Shares") to
the Grantee upon the terms and conditions set forth herein and in the Plan. The
Deferred Shares granted hereby shall be fully vested upon grant.
3. Nonassignability. The Deferred Shares granted hereby are not
assignable or transferable, in whole or in part, and may not, directly or
indirectly, be offered, transferred, sold, pledged, assigned, alienated,
hypothecated or otherwise disposed of or encumbered (including without
limitation by gift, operation of law or otherwise) other than by will or by the
laws of descent and distribution to the estate of the Grantee upon the Grantee's
death.
4. No Rights as a Stockholder. Neither the Grantee nor any person or
persons to whom the Grantee's rights under this Award shall have passed by will
or by the laws of descent and distribution, as the case may be, shall have any
voting, dividend or other rights or privileges as a stockholder of Holding with
respect to any Shares corresponding to the Deferred Shares granted hereby unless
and until a certificate for Shares is issued in respect thereof.
5. Delivery Event. Unless the Grantee shall electively defer such
distribution by written notice to Holding in accordance with the Plan and such
conditions as the Board shall impose, upon the occurrence of an event described
in Section 8.3 of the Plan, the Grantee shall receive, without payment, one
share of Common Stock in settlement of each
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share of Deferred Shares that he or she then holds. As a condition to the
delivery of any Common Stock in respect of Deferred Shares, the holder of such
Deferred Shares (and anyone whose rights derive therefrom) shall execute a
Subscription Agreement (or such other agreement having comparable terms but
modified to reflect differences between such shares and shares purchased from
Holding as shall be required by Holding). The Grantee acknowledges and agrees
that the Subscription Agreement will have restrictions on transfer, repurchase
rights on the part of Holding and The Xxxxxxx & Dubilier Private Equity Fund IV
Limited Partnership on termination of employment, take-along rights and other
legal and contractual restrictions similar to those contained in the Management
Stock Subscription Agreements described in the Confidential Offering Memorandum
dated May 14, 1999, a copy of which has been received by the Grantee, or such
other terms and provisions as Holding shall determine.
6. Capital Adjustments. If Holding is a party to any merger,
consolidation, divestiture (including a spin-off), reorganization,
reclassification, stock split-up, combination of shares, dividend on shares
payable in stock, liquidation or other transaction, such that an adjustment is
required to preserve, or to prevent enlargement of, the benefits or potential
benefits made available under an Award, then the Board shall, in such manner as
the Board shall deem equitable, adjust any or all of (i) the number and kind of
shares to which the Deferred Shares may relate and (ii) the number and kinds of
securities deliverable pursuant to Section 5 hereof. In any adjustment of shares
of Deferred Shares subject to this Award, fractional shares shall be omitted.
7. Tax Withholding. Whenever shares of Common Stock or other property
are to be distributed in respect to any Deferred Shares awarded hereunder,
Holding shall have the power to withhold, or require the Grantee to remit to
Holding, an amount sufficient to satisfy Federal, state, local and foreign
withholding tax requirements, including but not limited to income and employment
taxes, relating to such issuance, and Holding may defer issuance of such Shares
or other property until such requirements are satisfied. The Board may, in its
discretion, permit the Grantee to elect, subject to such conditions as the Board
shall impose, to satisfy his withholding obligation hereunder with Shares or any
other property issuable hereunder.
8. No Right to Continued Employment. Nothing in the Plan or this
Award shall interfere with or limit in any way the right of Holding or any of
its Subsidiaries to terminate the Grantee's employment at any time, or confer
upon the Grantee any right to continue in the employ of Holding or any of its
Subsidiaries.
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9. Interpretation. The Board shall have full power and discretion to
construe and interpret the Plan (and any rules and regulations issued
thereunder) and this Award. Any determination or interpretation by the Board
under or pursuant to this Award shall be final and conclusive on all persons
affected hereby.
10. Binding Effect; Benefits. This Award shall be binding upon and
inure to the benefit of Holding and the Grantee and their respective successors
and assigns. Nothing in this Award, express or implied, is intended or shall be
construed to give any person other than Holding or the Grantee or their
respective successors or assigns any legal or equitable right, remedy or claim
under or in respect of any agreement or any provision contained herein. This
grant is made in full and complete satisfaction of any claim the Grantee may
have regarding the promise by Holding to permit the Grantee to purchase its
Common Stock as of a date prior hereto.
11. Waiver; Amendment.
(a) Waiver. Holding, the Grantee (each of Holding and the Grantee, a
"Party") or any beneficiary hereof may by written notice to the other Parties
(i) extend the time for the performance of any of the obligations or other
actions of the other Parties under this Award, (ii) waive compliance with any of
the conditions or covenants of the other Parties contained in this Award and
(iii) waive or modify performance of any of the obligations of the other Parties
under this Award. Except as provided in the preceding sentence, no action taken
pursuant to this Award, including, without limitation, any investigation by or
on behalf of any Party or beneficiary shall be deemed to constitute a waiver by
the Party or beneficiary taking such action of compliance with any
representations, warranties, covenants or agreements contained herein. The
waiver by any Party hereto or beneficiary hereof of a breach of any provision of
this Award shall not operate or be construed as a waiver of any preceding or
succeeding breach and no failure by a Party to exercise any right or privilege
hereunder shall be deemed a waiver of such Party's or beneficiary's rights or
privileges hereunder or shall be deemed a waiver of such Party's or
beneficiary's rights to exercise the same at any subsequent time or times
hereunder.
(b) Amendment. This Award may not be altered, modified, or amended
except by a written instrument signed by Holding and the Grantee.
12. Severability. In the event that any one or more of the provisions
of this Award shall be or become invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein shall not be affected thereby.
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13. Notices. All notices and other communications required or
permitted to be given under this Agreement shall be in writing and shall be
deemed to have been given if delivered personally or sent by certified or
express mail, return receipt requested, postage prepaid, or by any recognized
international equivalent of such delivery, to Holding or the Grantee, as the
case may be, at the following addresses or to such other address as Holding or
the Grantee, as the case may be, shall specify by notice to the others:
if to Holding, to it at:
RACI Holding, Inc.
c/o Remington Arms Company, Inc.
000 Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Chief Financial Officer
if to the Grantee, to the Grantee at the address set forth on the
signature page hereof.
All such notices and communications shall be deemed to have been received on the
date of delivery or on the third business day after the mailing thereof. Copies
of any notice or other communication given under this Agreement shall also be
given to:
The Xxxxxxx & Dubilier Private Equity
Fund IV Limited Partnership
000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxxx & Dubilier Associates
IV Limited Partnership,
Xxxxxx X. Xxxx, III
with copies to:
Xxxxxxx, Dubilier & Rice, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxx, III
and
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Debevoise & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxxxx, Esq.
14. Sections and Other Headings. The section and other headings
contained in this Award are for reference purposes only and shall not affect the
meaning or interpretation of this Award.
15. Governing Law. This Award shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to the
principles of conflict of laws.
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IN WITNESS WHEREOF, Holding has executed this Award as of the date
first above written.
RACI HOLDING, INC.
By
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Name:
Title:
Number of Deferred Shares:
ACCEPTED AND AGREED
AS OF THE DATE FIRST
ABOVE WRITTEN
THE GRANTEE:
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