EMPLOYMENT AGREEMENT
Exhibit 10.91
EMPLOYMENT
AGREEMENT dated as of the 26th day of September, 2011, by and between XXXXX &
WESSON HOLDING CORPORATION, a Nevada corporation (“Employer”), and P. XXXXX XXXXXX (“Employee”).
WHEREAS, Employer desires to employ Employee as President and Chief Executive Officer, and
Employee desires to accept such employment, upon the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants set forth in this
Agreement, the parties hereto agree as follows:
1. Employment.
Employer hereby employs Employee, and Employee hereby accepts such employment, as President
and Chief Executive Officer of Employer and of such subsidiaries of Employer as Employer shall
designate and in such other capacities and for such other duties and services as shall from time to
time be mutually agreed upon by Employer and Employee. Employee shall report to the Board of
Directors of Employer.
2. Full Time Occupation and Other Activities.
Employee shall devote Employee’s entire business time, attention, and efforts to the
performance of Employee’s duties under this Agreement; shall serve Employer faithfully and
diligently; and shall not engage in any other employment or other business activities while
employed by Employer. The foregoing limitations shall not be construed as prohibiting Employee
from serving as a director of one or more companies provided that (a) such company does not
compete, directly or indirectly, with Employer; (b) participation on the board of such company does
not significantly interfere with the performance of Employee’s responsibilities under this
Agreement; (c) participation on the board of such company will not adversely affect the reputation
of Employer; (d) such company shall maintain a policy of directors’ and officers’ liability
insurance covering Employee on such terms and conditions and at a level of coverage that the Board
of Directors of Employer determines to be reasonable for a company of such size; and (e) such
company shall enter into an agreement to indemnify Employee, to the fullest extent permissible
under applicable law, for expenses and damages in connection with claims against Employee in
connection with service as a director of such company.
3. Compensation and other Benefits During Term of Employment.
(a) Base Salary. Employer shall pay to Employee a base salary of $450,000 per annum to be paid in equal
monthly installments, or in such other periodic installments upon which Employer and Employee shall
mutually agree. By action and in the sole discretion of the Board of Directors of Employer, the
base salary will be subject to annual review and may be increased based on performance of Employer
and Employee.
(b) Bonus. Employee shall be eligible to participate in executive compensation programs maintained by
Employer for its executive personnel. Employee also shall be eligible to receive an annual bonus
in such an amount, if any, determined by the Board of Directors of Employer or such committee of
the Board of Directors as may be designated by the Board of Directors based upon achievement of
performance goals and any other such factors as may be deemed relevant by the Board of Directors or
committee thereof, which bonus opportunity shall not be less than 100% of base salary at target.
(c) Stock-Based Compensation and Awards. Employee may receive annual stock-based compensation awards, with the amount of such awards
granted and the terms and conditions thereof to be determined from time to time by and in the sole
discretion of the Board of Directors of Employer or a committee thereof.
(d) Fringe Benefits. Employee shall receive a car allowance of $1,000 per month. Employee also shall be
entitled to participate in any group insurance, pension, retirement, vacation, expense
reimbursement, and other plans, programs, and benefits approved by the Board of Directors or a duly
constituted committee of the Board of Directors and made available from time to time to executive
employees of Employer generally during the term of Employee’s employment hereunder. The foregoing
shall not obligate Employer to adopt or maintain any particular plan, program, or benefit.
(e) Vacation. Employee shall be entitled to a paid vacation in accordance with the applicable policies of
Employer in effect from time to time, but not less than four weeks of paid vacation per annum.
(f) Reimbursement for Business Expenses. Employer shall reimburse Employee for all travel, entertainment, and other ordinary and
necessary business expenses incurred by Employee in connection with the business of Employer and
Employee’s duties under this Agreement. The term “business expenses” shall not include any item
not deductible in whole or in part by Employer for federal income tax purposes. To obtain
reimbursement, Employee shall submit to Employer receipts, bills, or sales slips for the expenses
incurred. Reimbursements shall be made by Employer monthly within 10 days of presentation by
Employee of evidence of the expenses incurred.
(g) Reimbursement for Insurance Premiums. Employer shall reimburse Employee for the reasonable insurance premiums (and any taxes
incident thereto) for disability insurance covering up to 75% of Employee’s base salary and for
medical and hospitalization insurance for Employee, Employee’s wife, and Employee’s children under
the age of 25 for whom Employee provides a majority of their financial support.
(h) Key Person Insurance. Employer shall reimburse Employee for the reasonable premiums (and taxes incident thereto)
for a key person term-insurance policy of $5.0 million on the life of Employee with such
beneficiaries as Employee shall select.
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4. Term of Employment.
(a) Employment
Term. The term of this Agreement shall be for a period commencing as of September 26, 2011 and
continuing until terminated pursuant to Section 4(b) below.
(b) Termination Under Certain Circumstances. Notwithstanding anything to the contrary herein contained:
(i) Death. Employee’s employment shall be automatically terminated, without notice, effective upon the
date of Employee’s death.
(ii) Disability. If Employee shall fail, for a period of more than 60 consecutive days, or for 90 days
within any 180-day period, to perform any of Employee’s duties under this Agreement as the result
of illness or other incapacity, Employer, at its option and upon written notice to Employee, may
terminate Employee’s employment effective on the date of that notice.
(iii) Unilateral Decision of Employer. Employer, at its option, upon written notice to Employee, may terminate Employee’s
employment effective on the date of that notice.
(iv) Unilateral Decision by Employee. Employee, at Employee’s option and upon written notice to Employer, may terminate
Employee’s employment effective on the date of that notice.
(v) Certain Acts. If Employee engages in an act or acts involving a crime, moral turpitude, fraud, or
dishonesty, or if Employee willfully violates in a material respect Employer’s Corporate Governance
Guidelines, Code of Conduct, or Code of Ethics for the CEO and Senior Financial Officers,
including, without limitation, the provisions thereof relating to conflicts of interest or related
party transactions, Employer, at its option and upon written notice to Employee, may terminate
Employee’s employment effective on the date of that notice.
(vi) Change in Control. In the event of a “Change in Control” of Employer (as defined below), Employee, at
Employee’s option and upon written notice to Employer, may terminate Employee’s employment
effective on the date of the notice (which shall not constitute a unilateral decision by Employee
under Section 4(b)(iv) above) unless (A) the provisions of this Agreement remain in full force and
effect as to Employee and (B) Employee suffers no reduction in Employee’s status, duties,
authority, or compensation following such Change in Control, provided that Employee will be
considered to suffer a reduction in Employee’s status, duties, authority, if, after the Change in
Control, (1) Employee is not the chief executive officer of the company that succeeds to the
business of Employer, (2) such company’s common stock is not listed on a national stock exchange
(such as the New York Stock Exchange, the Nasdaq National Market, or the American Stock Exchange),
or (3) such company terminates Employee or reduces Employee’s status, duties, authority, or
compensation within one year of the Change in Control.
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(c) Result of Termination.
(i) Except as otherwise set forth in this Agreement, in the event of the termination of
Employee’s employment pursuant to Sections 4(b)(i) (“Death”), 4(b)(ii) (“Disability”), 4(b)(iv)
(“Unilateral Decision by Employee”), or 4(b)(v) (“Certain Acts”) above, Employee shall receive no
further compensation under this Agreement.
(ii) In the event of the termination of Employee’s employment pursuant to Section 4(b)(iii)
(“Unilateral Decision of Employer”) above, Employee shall (A) for a period of 18 months after the
effective date of the termination, continue to receive Employee’s base salary as provided in
Section 3(a) above; (B) receive an amount equal to the average of Employee’s cash bonus paid for
each of the two fiscal years immediately preceding Employee’s termination, such amount to be paid
over the period of 18 months after the effective date of the termination; and (C) receive the car
allowance and coverage under Employer’s medical plan to the extent provided for Employee pursuant
to Section 3(d) above at the effective date of the termination, such benefits to be received over
the period of 18 months after the effective date of the termination.
(iii) In the event of the termination of Employee’s employment pursuant to Section 4(b)(vi)
(“Change in Control”) above, Employee shall (A) for a period of 24 months after the effective date
of the termination, continue to receive Employee’s base salary as provided in Section 3(a) above;
(B) receive an amount equal to the average of Employee’s cash bonus paid for each of the two fiscal
years immediately preceding Employee’s termination, such amount to be paid and received over a
period of 18 months after the effective date of the
termination; (C) receive the car allowance for a period of 24 months after the effective date
of the termination; and (D), at Employer’s option, either (x) receive coverage under Employer’s
medical plan to the extent provided for Employee pursuant to Section 3(d) above at the effective
date of the termination, such benefits to be received over a period of 24 months after the
effective date of the termination, or, (y) receive reimbursement for the COBRA premium for such
coverage through the earlier of such 24-month period or the COBRA eligibility period.
(iv) In the event of the termination of Employee’s employment pursuant to Section 4(b)(iii)
(“Unilateral Decision of Employer”) above, Employee shall receive for a period of 36 months
following such termination a cash payment in the amount of $10,000 per 12-month period for
post-termination secretarial support.
(v) In the event of the termination of Employee’s employment hereunder pursuant to Sections
4(b)(iii) (“Unilateral Decision of Employer”) or 4(b)(vi) (“Change in Control”) above, the options
granted under any employment agreement between Employer and Employee that are vested as of the
effective date of the termination, will have a nine-month post-termination exercise period, but not
beyond their original term.
(vi) In the event of the termination of Employee’s employment pursuant to Sections 4(b)(ii)
(“Disability”), 4(b)(iii) (“Unilateral Decision of Employer”), or 4(b)(vi) (“Change in Control”)
above, or in the event Employee voluntarily terminates his employment with at least six months
advance notice to Employer, Employer shall, for a period of 36 months following the effective date
of such termination, continue to pay the life insurance premiums on any then existing life
insurance policy provided by Employer to Employee, up to an annual premium of $20,000 pro-rated on
a monthly basis.
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(vii) In the event of the termination of Employee’s employment pursuant to Sections 4(b)(i)
(“Death”), 4(b)(ii) (“Disability”), 4(b)(iii) (“Unilateral Decision of Employer”), or 4(b)(vi)
(“Change in Control”) above, Employee shall receive, for the fiscal year of the notice of
termination, any earned bonus, on a pro-rated basis, based on the performance goals actually
achieved for the fiscal year of the notice of termination, as determined in the sole discretion of
the Board of Directors of Employer, at the time such bonuses are paid to other employees.
Any payments made by Employer pursuant to this Section 4(c) (other than the payment, if any,
described in Section 4(c)(vii)) shall be paid on a monthly basis beginning on the first payroll
date following Employee’s Separation from Service within the meaning of Section 409A of the
Internal Revenue Code of 1986, as amended (“Section 409A”), and not in a lump sum and shall be
treated as a series of separate payments for purposes of Section 409A. Employee shall receive no
additional compensation following any termination except as provided herein. In the event of any
termination, Employee shall resign all positions (including positions on the Board of Directors)
with Employer and its subsidiaries. If Employee is a “specified employee” within the meaning of
Section 409A, then payments shall not commence until six months following Employee’s separation
from service to the extent necessary to avoid the imposition of the additional 20% tax under
Section 409A (and in the case of installment payments, the first payment shall include all
installment payments required by this subsection that otherwise would have been made during such
six-month period). If the payment described in Section 4(c)(vi) must be delayed for six months
pursuant to the preceding sentence, Employee shall bear the full
cost of such payment during such delay period. Upon the date such payment would otherwise
commence, Employer shall reimburse Employee for such payments, to the extent that such payments
otherwise would have been paid by Employer had such payments commenced upon Employee’s termination
of employment. Any remaining payments shall be provided by Employer in accordance with the
schedule and procedures specified herein. This Agreement is intended to satisfy the requirements
of Section 409A with respect to amounts subject thereto, and shall be interpreted and construed
consistent with such intent. Except as provided otherwise herein, no reimbursement payable to
Employee pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of
Employer shall be paid later than the last day of the calendar year following the calendar year in
which the related expense was incurred, and no such reimbursement during any calendar year shall
affect the amounts eligible for reimbursement in any other calendar year, except, in each case, to
the extent that the right to reimbursement does not provide for a “deferral of compensation” within
the meaning of Section 409A.
(d) Change in Control. The term “Change in Control” of Employer shall mean a change in control of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Securities Exchange Act of 1934 as in effect on the date of this Agreement
or, if Item 6(e) is no longer in effect, any regulations issued by the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934 that serve similar purposes; provided
that, without limitation, such a Change in Control shall be deemed to have occurred if and when (i)
any person (as such term is used in
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Sections 13(d) and 14(d)(2) of the Securities Exchange Act of
1934) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of
1934) directly or indirectly of equity securities of Employer representing 20 percent or more of
the combined voting power of Employer’s then-outstanding equity securities, except that this
provision shall not apply to any person currently owning at least five percent or more of the
combined voting power of Employer’s currently outstanding equity securities or to an acquisition of
up to 20 percent of the then-outstanding voting securities that has been approved by at least 75
percent of the members of the Board of Directors who are not affiliates or associates of such
person; (ii) during the period of this Agreement, individuals who, at the beginning of such period,
constituted the Board of Directors of Employer (the “Original Directors”), cease for any reason to
constitute at least a majority thereof unless the election or nomination for election of each new
director was approved (an “Approved Director”) by the vote of a Board of Directors constituted
entirely of Existing Directors and/or Approved Directors; (iii) a tender offer or exchange offer is
made whereby the effect of such offer is to take over and control Employer, and such offer is
consummated for the equity securities of Employer representing 20 percent or more of the combined
voting power of Employer’s then-outstanding voting securities; (iv) Employer is merged,
consolidated, or enters into a reorganization transaction with another person and, as the result of
such merger, consolidation, or reorganization, less than 75 percent of the outstanding equity
securities of the surviving or resulting person shall then be owned in the aggregate by the former
stockholders of Employer; or (v) Employer transfers substantially all of its assets to another
person or entity that is not a wholly owned subsidiary of Employer. Sales of Employer’s Common
Stock beneficially owned or controlled by Employee shall not be considered in determining whether a
Change in Control has occurred.
5. Competition and Confidential Information.
(a) Interests to be Protected. The parties acknowledge that Employee will perform essential services for Employer, its
employees, and its stockholders during the term of Employee’s employment with Employer. Employee
will be exposed to, have access to, and work with, a considerable amount of Confidential
Information (as defined below). The parties also expressly recognize and acknowledge that the
personnel of Employer have been trained by, and are valuable to, Employer and that Employer will
incur substantial recruiting and training expenses if Employer must hire new personnel or retrain
existing personnel to fill vacancies. The parties expressly recognize that it could seriously
impair the goodwill and diminish the value of Employer’s business should Employee compete with
Employer in any manner whatsoever. The parties acknowledge that this covenant has an extended
duration; however, they agree that this covenant is reasonable and it is necessary for the
protection of Employer, its stockholders, and employees. For these and other reasons, and the fact
that there are many other employment opportunities available to Employee if he should terminate his
employment, the parties are in full and complete agreement that the following restrictive covenants
are fair and reasonable and are entered into freely, voluntarily, and knowingly. Furthermore, each
party was given the opportunity to consult with independent legal counsel before entering into this
Agreement.
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(b) Non-Competition. During the term of Employee’s employment with Employer and for the period equal to the
longer of 12 months after the termination of Employee’s employment with Employer, regardless of the
reason therefor, and the period during which Employee receives cash severance pursuant to Section
4(c) Employee shall not (whether
directly or indirectly, as owner, principal, agent, stockholder,
director, officer, manager, employee, partner, participant, or in any other capacity) engage or
become financially interested in any competitive business conducted within the Restricted Territory
(as defined below). As used herein, the term “competitive business” shall mean any business that
sells or provides or attempts to sell or provide products or services the same as or substantially
similar to the products or services sold or provided by Employer during Employee’s employment
hereunder, and the term “Restricted Territory” shall mean any state or other geographical in which
Employer sells products or provides services during Employee’s employment hereunder.
(c) Non-Solicitation of Employees. During the term of Employee’s employment and for a period of 24 months after the
termination of Employee’s employment with Employer, regardless of the reason therefor, Employee
shall not directly or indirectly, for Employee, or on behalf of, or in conjunction with, any other
person, company, partnership, corporation, or governmental entity, solicit for employment, seek to
hire, or hire any person or persons who is employed by or was employed by Employer within 12 months
of the termination of Employee’s employment for the purpose of having any such employee engage in
services that are the same as or similar or related to the services that such employee provided for
Employer.
(d) Confidential Information. Employee shall maintain in strict secrecy all confidential or trade secret information
relating to the business of Employer (the “Confidential Information”) obtained by Employee in the
course of Employee’s employment, and Employee shall not, unless first authorized in writing by
Employer, disclose to, or use for Employee’s benefit or for the benefit of, any person, firm, or
entity at any time either during or subsequent to the term of Employee’s employment, any
Confidential Information, except as required in the performance of Employee’s duties on behalf of
Employer. For purposes hereof, Confidential Information shall include without limitation any
materials, trade secrets, knowledge, or information with respect to management, operational, or
investment policies and practices of Employer; any business methods or forms; any names or
addresses of customers or data on customers or suppliers; and any business policies or other
information relating to or dealing with the management, operational, or investment policies or
practices of Employer.
(e) Return of Books, Records, Papers, and Equipment. Upon the termination of Employee’s employment with Employer for any reason, Employee shall
deliver promptly to Employer all files, lists, books, records, manuals, memoranda, drawings, and
specifications; all cost, pricing, and other financial data; all other written or printed materials
and computers, cell phones, PDAs, and other equipment that are the property of Employer (and any
copies of them); and all other materials that may contain Confidential Information relating to the
business of Employer, which Employee may then have in Employee’s possession, whether prepared by
Employee or not.
(f) Disclosure of Information. Employee shall disclose promptly to Employer, or its nominee, any and all ideas, designs,
processes, and improvements of any kind relating to the business of Employer, whether patentable or
not, conceived or made by Employee, either alone or jointly with others, during working hours or
otherwise, during the entire period of Employee’s employment with Employer or within six months
thereafter.
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(g) Assignment. Employee hereby assigns to Employer or its nominee, the entire right, title, and interest
in and to all inventions, discoveries, and improvements, whether patentable or not, that Employee
may conceive or make during Employee’s employment with Employer, or within six months thereafter,
and which relate to the business of Employer.
(h) Equitable Relief. In the event a violation of any of the restrictions contained in this Section is
established, Employer shall be entitled to preliminary and permanent injunctive relief as well as
damages and an equitable accounting of all earnings, profits, and other benefits arising from such
violation, which right shall be cumulative and in addition to any other rights or remedies to which
Employer may be entitled. In the event of a violation of any provision of subsection (b), (c),
(f), or (g) of this Section, the period for which those provisions would remain in effect shall be
extended for a period of time equal to that period beginning when such violation commenced and
ending when the activities constituting such violation shall have been finally terminated in good
faith.
(i) Restrictions Separable. If the scope of any provision of this Agreement (whether in this Section 5 or otherwise) is
found by a Court to be too broad to permit enforcement to its full extent, then such provision
shall be enforced to the maximum extent permitted by law. The parties agree that the scope of any
provision of this Agreement may be modified by a judge in any proceeding to enforce this Agreement,
so that such provision can be enforced to the maximum extent permitted by law. Each and every
restriction set forth in this Section 5 is independent and severable from the others, and no such
restriction shall be rendered unenforceable by virtue of the fact that, for any reason, any other
or others of them may be unenforceable in whole or in part.
6. Miscellaneous.
(a) Notices. All notices, requests, demands, and other communications required or permitted under this
Agreement shall be in writing and shall be deemed to have been duly given, made, and received (i)
if personally delivered, on the date of delivery, (ii) if by facsimile transmission, upon receipt,
(iii) if mailed, three days after deposit in the United States mail, registered or certified,
return receipt requested, postage prepaid, and addressed as provided below, or (iv) if by a courier
delivery service providing overnight or “next-day” delivery, on the next business day after deposit
with such service addressed as follows:
| (1) | If to Employer: |
||
0000 Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000 Attention: Chairman of the Board |
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with a copy given in the manner prescribed above, to: |
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Xxxxxxxxx Xxxxxxx, LLP 0000 Xxxx Xxxxxxxxx Xxxx — Xxxxx 000 Xxxxxxx, Xxxxxxx 00000 Attention: Xxxxxx X. Xxxx, Esq. Phone: (000) 000-0000 Facsimile: (000) 000-0000 E-Mail: XxxxX@xxxxx.xxx |
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| (2) | If to Employee: |
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0 Xxxxxx Xxxx Xxxxxxxxxx, XX 00000 Phone: (000) 000-0000 E-Mail: xxxxx.xxxxxx@xxxxx.xxx |
Either party may alter the address to which communications or copies are to be sent by giving
notice of such change of address in conformity with the provisions of this Section 6 for the giving
of notice.
(b) Indulgences; Waivers. Neither any failure nor any delay on the part of either party to exercise any right,
remedy, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, remedy, power, or privilege preclude any other or further
exercise of the same or of any other right, remedy, power, or privilege, nor shall any waiver of
any right, remedy, power, or privilege with respect to any occurrence be construed as a waiver of
such right, remedy, power, or privilege with respect to any other occurrence. No waiver shall be
binding unless executed in writing by the party making the waiver.
(c) Controlling Law. This Agreement and all questions relating to its validity, interpretation, performance and
enforcement, shall be governed by and construed in accordance with the laws of the state of
Massachusetts, notwithstanding any Massachusetts or other conflict-of-interest provisions to the
contrary.
(d) Binding Nature of Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective heirs, personal representatives, successors, and assigns, except that no party may
assign or transfer such party’s rights or obligations under this Agreement without the prior
written consent of the other party.
(e) Execution in Counterpart. This Agreement may be executed in any number of counterparts, each of which shall be deemed
to be an original as against any party whose signature appears thereon, and all of which shall
together constitute one and the same instrument. This Agreement shall become binding when one or
more counterparts hereof, individually or taken together, shall bear the signatures of the parties
reflected hereon as the signatories.
(f) Provisions Separable. The provisions of this Agreement are independent of and separable from each other, and no
provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any
reason any other or others of them may be invalid or unenforceable in whole or in part.
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(g) Entire Agreement. Except as herein contained, this Agreement contains the entire understanding between the
parties hereto with respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements and understandings, inducements, and conditions, express or implied,
oral or written, including the Severance and Change in Control Agreement dated October 22, 2010
between Employer and Employee. The express terms hereof control and supersede any course of
performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement
may not be modified or amended other than by an agreement in writing.
(h) Paragraph Headings. The paragraph headings in this Agreement are for convenience only; they form no part of
this Agreement and shall not affect its interpretation.
(i) Gender. Words used herein, regardless of the number and gender specifically used, shall be deemed
and construed to include any other number, singular or plural, and any other gender, masculine,
feminine, or neuter, as the context requires.
(j) Number of Days. In computing the number of days for purposes of this Agreement, all days shall be counted,
including Saturdays, Sundays, and holidays; provided, however, that if the final day of any time
period falls on a Saturday, Sunday, or holiday, then the final day shall be deemed to be the next
day that is not a Saturday, Sunday, or holiday.
7. Successors and Assigns.
This Agreement shall inure to the benefit of and be binding upon the successors and assigns of
the parties hereto; provided that because the obligations of Employee hereunder involve the
performance of personal services, such obligations shall not be delegated by Employee. For
purposes of this Agreement successors and assigns shall include, but not be limited to, any
individual, corporation, trust, partnership, or other entity that acquires a majority of the stock
or assets of Employer by sale, merger, consolidation, liquidation, or other form of transfer.
Employer will require any successor (whether direct or indirect, by purchase, merger,
consolidation, or otherwise) to all or substantially all of the business and/or assets of Employer
to expressly assume and agree to perform this Agreement in the same manner and to the same extent
that Employer would be required to perform it if no such succession had taken place. Without
limiting the foregoing, unless the context otherwise requires, the term “Employer” includes all
subsidiaries of Employer.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.
| XXXXX & WESSON HOLDING CORPORATION |
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| By: | /s/ Xxxx X. Xxxxxx | |||
| Chairman Compensation Committee | ||||
| /s/ P. Xxxxx Xxxxxx | ||||
| P. Xxxxx Xxxxxx | ||||
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