EXHIBIT 10.e
AMENDMENT TO THE
AMENDED AND RESTATED RETENTION/SEVERANCE/
NON-COMPETITION AGREEMENT
The Amended and Restated Retention/Severance/Non-Competition Agreement,
as amended (the "Agreement"), dated ___________________, between
___________________ ("you" or "Employee") and Huffy Corporation (the
"Corporation"), is hereby amended, effective as of February 11, 2004.
W I T N E S S E T H:
WHEREAS, the Agreement was entered into on or about _______________;
and
WHEREAS, at the time the Corporation was comprised of four separate
operating business units: Washington Inventory Service, Huffy Service Solutions,
Inc. (fka Huffy Service First, Inc.), Huffy Bicycle Company and Huffy Sports
Company; and
WHEREAS, on November 3, 2000, the Corporation disposed of the stock of
Washington Inventory Service and, on September 19, 2002, the Corporation
acquired the assets and stock of the Gen-X Sports, Inc. businesses;
WHEREAS, the Corporation wishes to amend the Agreement to reduce cost
and reflect the Corporation's new structure and the fact that it is
reconfiguring to a more profitable sporting goods platform and in order to
effect such platform, retention and confidentiality continue as critical
components; and
WHEREAS, under the existing Agreement the exact nature and amount of
the benefits Employee may receive, if any, under various possible future
circumstances is inherently uncertain, and Employee wishes to reduce or
eliminate such uncertainty by entering into this amendment,
NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the receipt of
which is hereby acknowledged, and in consideration of the mutual covenants and
promises hereinafter set forth, the parties agree as follows:
1. Amendments.
(a) The parties agree Section 4(z)(ii) is hereby deleted
in its entirety and Section 4(z)(iii) is relabeled
4(z)(ii).
(b) The parties agree Section 4(a)(iv)(iii) is hereby
deleted in its entirety and a new 4(a)(iii) is hereby
inserted to read as follows:
"Huffy Companies means Affiliated Companies, as
defined in Section 9(a), as of the date of this
Agreement and thereafter."
(c) The parties agree Section 9(d) is hereby amended in
its entirety and a new Section 9(d) is hereby
inserted to read as follows:
"In consideration for your Agreement to be bound by
the Non-Competition Covenant of Section 9(c), the
Corporation shall pay you an aggregate amount equal
to ________ times your current salary (the
"Non-Competition Consideration") in cash installments
(the "Installments") as follows: In the case of an
Assignment Event which consists of the disposition of
substantially all of the assets or stock of one
current or future Huffy Company (currently, Huffy
Service Solutions, Inc., Gen-X Sports Canada, Inc.,
Huffy Bicycle Company and Huffy Sports Company) you
shall receive an Installment equal to 33-1/3 percent
of the Non-Competition Consideration to be paid at
such time within the 12-month period beginning with
the closing of such transaction as may be determined
by the Corporation's Compensation Committee in its
sole discretion. The balance of the Non-Competition
Consideration, being 66-2/3 percent of the salary
amount described above, shall constitute your
"Retention Benefit" and shall be paid as follows:
one-half to be paid in the fourth quarter of 2005 and
one-half to be paid in the first quarter 2006,
provided you remain employed with the Corporation
through October 31, 2005. Provided that if you commit
any breach of the Non-Competition Covenant in Section
9(c), then the Corporation will have no further
obligation to pay any unpaid installment and you
shall be required to return to the Corporation all
installments that have been previously paid, together
with interest thereon at the applicable federal rate,
as defined in Section 1274(d) of the Internal Revenue
Code of 1986, as amended, from the date the
installment was paid to you through the date you
repay it to the Corporation. Notwithstanding the
foregoing, (i) no payment shall be made hereunder if
a Change of Control occurs prior to the date such
payment(s) under this section are earned and (ii) no
Retention Benefit would be payable upon your
voluntary termination, termination for Cause by the
Corporation or retirement prior to October 31, 2005."
(d) The parties agree the next to last paragraph in the
Agreement is hereby amended to read as follows:
"In no event shall payments be made hereunder which
would cause a breach or Event of Default as defined
in the Seconded Amended and Restated Loan and
Security Agreement, as amended, dated September 19,
2002, by and among the Corporation, affiliated
companies, Congress Financial Corporation (Central),
as agent and lender, on behalf of itself and the
revolving lenders and term loan lender. In such event
as is contemplated in the foregoing sentence, the
provision requiring such payment shall be deemed
unenforceable and of no force and effect until
permitted under such agreements or until after
expiration thereof."
2. Defined Terms. Defined terms used herein and not defined shall
have the meanings set forth in the Agreement.
3. Exhibit A. Exhibit A is deleted in its entirety and replaced
by a new Exhibit A attached hereto.
4. Affirmation. Except as set forth herein, the Agreement remains
unamended and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have set forth their hands as of
the date hereof.
HUFFY CORPORATION EMPLOYEE
By_________________________________ ____________________________________
AMENDMENT TO THE
AMENDED AND RESTATED RETENTION/SEVERANCE/
NON-COMPETITION AGREEMENT
The Amended and Restated Retention/Severance/Non-Competition Agreement,
as amended (the "Agreement"), dated _______________, between __________________
("you" or "Employee") and Huffy Corporation (the "Corporation"), is hereby
amended, effective as of February 11, 2004.
W I T N E S S E T H:
WHEREAS, the Agreement was entered into on or about __________________;
and
WHEREAS, at the time the Corporation was comprised of four separate
operating business units: Washington Inventory Service, Huffy Service Solutions,
Inc. (fka Huffy Service First, Inc.), Huffy Bicycle Company and Huffy Sports
Company; and
WHEREAS, on November 3, 2000, the Corporation disposed of the stock of
Washington Inventory Service and, on September 19, 2002, the Corporation
acquired the assets and stock of the Gen-X Sports, Inc. businesses;
WHEREAS, the Corporation wishes to amend the Agreement to reduce cost
and reflect the Corporation's new structure and the fact that it is
reconfiguring to a more profitable sporting goods platform and in order to
effect such platform, retention and confidentiality continue as critical
components; and
WHEREAS, under the existing Agreement the exact nature and amount of
the benefits Employee may receive, if any, under various possible future
circumstances is inherently uncertain, and Employee wishes to reduce or
eliminate such uncertainty by entering into this amendment,
NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the receipt of
which is hereby acknowledged, and in consideration of the mutual covenants and
promises hereinafter set forth, the parties agree as follows:
1. Amendments.
(a) The parties agree Section 4(z)(ii) is hereby deleted
in its entirety and Section 4(z)(iii) is relabeled
4(z)(ii).
(b) The parties agree Section 4(a)(iv)(iii) is hereby
deleted in its entirety and a new 4(a)(iii) is hereby
inserted to read as follows:
"Huffy Companies means Affiliated Companies, as
defined in Section 9(a), as of the date of this
Agreement and thereafter."
(c) The parties agree Section 9(d) is hereby amended in
its entirety and a new Section 9(d) is hereby
inserted to read as follows:
"In consideration for your Agreement to be bound by
the Non-Competition Covenant of Section 9(c), the
Corporation shall pay you an aggregate amount equal
to 33-1/3 percent of your current salary (the
"Non-Competition Consideration") in cash installments
(the "Installments") as follows: In the case of an
Assignment Event which consists of the disposition of
substantially all of the assets or stock of one
current or future Huffy Company (currently, Huffy
Service Solutions, Inc., Gen-X Sports Canada, Inc.,
Huffy Bicycle Company and Huffy Sports Company) you
shall receive an Installment of the Non-Competition
Consideration to be paid at such time within the
12-month period beginning with the closing of such
transaction as may be determined by the Corporation's
Compensation Committee in its sole discretion.
Provided that if you commit any breach of the
Non-Competition Covenant in Section 9(c), then the
Corporation will have no further obligation to pay
any unpaid installment and you shall be required to
return to the Corporation all installments that have
been previously paid, together with interest thereon
at the applicable federal rate, as defined in Section
1274(d) of the Internal Revenue Code of 1986, as
amended, from the date the installment was paid to
you through the date you repay it to the Corporation.
Notwithstanding the foregoing, no payment shall be
made hereunder if a Change of Control occurs prior to
the date such payments under this section is earned."
(d) The parties agree the next to last paragraph in the
Agreement is hereby amended to read as follows:
"In no event shall payments be made hereunder which
would cause a breach or Event of Default as defined
in the Seconded Amended and Restated Loan and
Security Agreement, as amended, dated September 19,
2002, by and among the Corporation, affiliated
companies, Congress Financial Corporation (Central),
as agent and lender, on behalf of itself and the
revolving lenders and term loan lender. In such event
as is contemplated in the foregoing sentence, the
provision requiring such payment shall be deemed
unenforceable and of no force and effect until
permitted under such agreements or until after
expiration thereof."
2. Defined Terms. Defined terms used herein and not defined shall
have the meanings set forth in the Agreement.
3. Affirmation. Except as set forth herein, the Agreement remains
unamended and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have set forth their hands as of
the date hereof.
HUFFY CORPORATION EMPLOYEE
By_________________________________ ____________________________________