Form of Executive Employment Agreement between Remington and those parties identified on Exhibit 10.64

1.

Agreement to Employ. Upon the terms and subject to the conditions of this Agreement, Employer hereby employs Executive, and Executive hereby accepts employment by Employer.

(a)

Term of Employment. Pursuant to the terms of this Agreement, Employer shall employ Executive for a term commencing on the Effective Date and terminating as provided in Section 6. The period during which Executive is employed pursuant to this Agreement shall be referred to as the "Employment Period".

(b)

Position and Responsibilities. During the Employment Period, Executive will serve in the executive position specified in Section 1 of “Attachment A” or in such other executive position as the Board or the Company’s shareholders, as applicable, may determine from time to time. Executive shall have such duties and responsibilities as are customarily held by individuals serving in the position of ________________, and such other duties consistent with Executive's position as the Board may specify from time to time. Executive will devote all of Executive’s skill, knowledge and working time to the conscientious performance of the duties of such position or positions (except for (i) vacation time as set forth in Section 5(b) hereof and absence for sickness or similar disability and (ii) to the extent that it does not interfere with the performance of Executive's duties hereunder, (A) such reasonable time as may be devoted to service on outside boards of directors and the fulfillment of civic responsibilities or to service on the

(c)

Location. Executive's primary work location shall be at the Company headquarters in Madison, North Carolina. Company will, subject to its standard relocation policies and practices; relocate Executive to the Madison, North Carolina area.

(d)

Base Salary. As compensation for the services to be performed by Executive during the Employment Period, Employer will pay Executive the annual base salary specified in Section 2 of “Attachment A”. The Board will review Executive's base salary annually during the Employment Period and, in the discretion of the Board, may increase (but may not decrease) such base salary from time to time based upon the performance of Executive, the financial condition of Employer, prevailing industry salary levels and such other factors as the Board shall consider relevant. The annual base salary payable to Executive under this Section 2 as the same may be increased from time to time and without regard to any reduction therefrom in accordance with the next sentence, shall hereinafter be referred to as the "Base Salary". The Base Salary payable under this Section 2 shall be reduced to the extent that Executive elects to defer such Base Salary under the terms of any deferred compensation, savings plan or other voluntary deferral arrangement maintained or established by Employer. The pay period under this Agreement shall equal one (1) month, and Employer shall pay Executive the Base Salary for each pay period in semi-monthly installments or in such other installments as are paid to other executives of Employer.

(a)

Annual Incentive Compensation. During the Employment Period, Executive shall be eligible to participate in Employer's annual incentive compensation plan for its executive officers as in effect from time to time ("Annual Incentive Compensation Plan") at a targeted level specified in Section 3 of “Attachment A” and commensurate with Executive’s position and duties with Employer based on reasonable performance targets established from time to time by the Board or a committee thereof.

(b)

Equity. During the Employment Period, Executive shall be eligible to participate in the 2008 Freedom Group, Inc. Stock Incentive Plan.

(c)

Other Incentive Plans. During the Employment Period, Executive shall be eligible to participate in any other bonus or incentive plans which Employer may hereafter establish in which other senior executive officers of Employer are eligible to participate.

4.

Employee Benefits. During the Employment Period (and thereafter to the extent provided under the terms of Employer's employee benefit plans or programs), Executive shall be eligible to participate in any employee benefit plans and programs as in effect from time to time generally made available to similarly situated executives of Employer, in a manner consistent with the terms and conditions of each such plan or program and on a basis that is

(a)

Business Travel. During the Employment Period, Employer shall reimburse Executive for reasonable travel, lodging, meal and other reasonable expenses incurred by Executive in connection with Executive’s performance of services hereunder upon submission of evidence, satisfactory to Employer, to support the existence and purpose of the incurred expense and otherwise in accordance with Employer's business travel reimbursement policy applicable to senior executives as in effect from time to time. In the event Executive's employment hereunder terminates for any reason, Employer shall reimburse Executive (or in the event of death, Executive’s personal representative) for expenses incurred by Executive on behalf of Employer prior to the date of Executive’s termination of employment to the extent such expenses have not been previously reimbursed by Employer pursuant to this Section 5(a).

(b)

Vacation and Sick Leave. During the Employment Period, Executive shall be entitled to vacation and sick leave as determined in accordance with the prevailing policies of Employer applicable to senior executives.

(a)

Termination Due to Death or Disability. In the event that Executive's employment hereunder terminates due to death or is terminated by Employer due to Executive's Disability (as defined below), no termination benefits shall be payable to or in respect of Executive except as provided in Section 6(f)(ii) below. If Employer desires to terminate Executive's employment due to Executive's Disability, it shall give notice to Executive as provided in Section 6(e) below. For purposes of this Agreement, the term "Disability" shall mean a physical or mental disability that prevents the performance by Executive of Executive’s duties hereunder lasting for a period of one hundred eighty (180) days or longer, whether or not consecutive, in any twelve (12) month period. The determination of Executive's Disability shall be made by the Board or a committee thereof (in each case acting in camera, without any input or participation by Executive) following an evaluation from an independent physician selected by Employer and reasonably acceptable to Executive and shall be final and binding on the Parties hereto. For purposes of clarity and avoidance of doubt, Executive understands and agrees that Executive shall be recused from participating in any such determination, and that any deliberations or actions taken by the Board or relevant committee with respect to such matter shall be carried out in private, outside the presence of Executive.

(b)

Termination by Employer for Cause. Employer may terminate Executive for Cause. If Employer desires to terminate Executive's employment for Cause, it shall give notice to Executive as provided in Section 6(e) below. For purposes of this Agreement, "Cause" shall mean (i) the failure of Executive substantially to perform Executive’s duties hereunder (other than any such failure due to physical or mental illness) or other material breach by Executive of any of Executive’s obligations hereunder, after a demand for substantial performance or demand for cure of such

(c)

Termination Without Cause. Employer may terminate Executive's employment at any time "Without Cause". If Employer desires to terminate Executive's employment Without Cause, it shall give notice to Executive as provided in Section 6(e) below. For purposes of this Agreement, a termination "Without Cause" shall mean a termination of Executive's employment by Employer other than as described in Section 6(a) above or for Cause as defined in Section 6(b) above.

(d)

Termination by Executive. Executive may terminate Executive’s employment at any time. If Executive desires to terminate Executive’s Employment for Good Reason, Executive shall give notice to Employer as provided in Section 6(e) below. Notwithstanding the foregoing, Executive may not terminate Executive’s employment for Good Reason if Employer has, within fifteen (15) days of receipt of Executive's written notice of Executive’s desire to terminate Executive’s employment for Good Reason, cured the conduct alleged to give rise to the basis for the Good Reason termination. For purposes of this Agreement, the term "Good Reason" shall mean a termination of employment by Executive within thirty (30) days following the occurrence of any of the following events, in each case without Executive's consent: (i) the assignment of Executive to a position the duties of which are a material diminution of the duties contemplated by Section 2(b) hereof, (ii) a reduction of Executive's Base Salary or Executive’s Incentive Compensation Target Opportunity pursuant to Section 3 and as set forth on “Attachment A,” (iii) a material breach by Employer of any of its material obligations hereunder.

(e)

Notice of Termination. Any termination of Executive's employment by Employer pursuant to Section 6(a), 6(b) or 6(c) above, or by Executive pursuant to Section 6(d) above, shall be communicated by delivery of a written "Notice of Termination" addressed to the receiving Party pursuant to Section 19 (f) below. For purposes of this Agreement, the term "Notice of Termination" shall mean a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive's employment under the provision so indicated, and (iii) subject to the provisions of Section 6(h) below specifies the effective date of termination. The failure by Executive or Employer to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of the reason given for the termination of Executive's employment shall not waive any right of Executive or Employer hereunder or preclude Executive or Employer from

(f)

Payments Upon Certain Terminations.

(i)

In consideration of the covenants set forth Section 6(g) below, and provided that Executive remains in full compliance with the post-employment undertakings set forth in herein, if Executive's employment is terminated by Employer Without Cause, or if Executive terminates Executive’s employment for Good Reason, Employer shall pay or provide to Executive, as severance payments and benefits (collectively, “Severance”), the following:

A.

Executive shall receive his Base Salary for the period from the Date of Termination (as defined in Section 6(h) below) through the expiration of the Severance Period as set forth on Section 4 of “Attachment A,” which amount shall be paid in semi-monthly installments as provided in Section 2 above;

(i)

the amount of incentive compensation that would have been payable to Executive pursuant to Sections 3(a), 3(c) and the Annual Incentive Compensation Plan for the calendar year in which his employment terminates with achievement of performance objectives determined as of the Date of Termination, multiplied by

(ii)

a fraction, the numerator of which is equal to the number of days in such calendar year that precede the Date of Termination and the denominator of which is 365;

C.

Executive shall be entitled to continued participation in Employer's group medical benefits plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), at Employer's expense, until the earlier of (i) the conclusion of the Severance Period and (ii) the date on which Executive first becomes eligible for substantially equivalent insurance coverage provided by any other entity following termination; provided, however, that in the event Employer cannot reasonably provide Executive and Executive’s dependents with coverage under Employer's group medical benefits plan for the full Severance Period, Employer may provide coverage under one or more alternative plans or arrangements providing substantially equivalent coverage to the coverage then being provided to active employees and their dependants under Employer's group medical benefits plan.

(ii)

If Executive’s employment hereunder is terminated due to Executive’s death or Disability, or if Employer terminates Executive's employment for

(iii)

Notwithstanding anything to the contrary in this Agreement, in the event of Employee's voluntary termination without Good Reason or Executive’s termination for Cause, Employer shall have the right to continue to pay Employee's Base Salary for a period of up to twelve (12) months following the Date of Termination (which period shall also be referred to as the Severance Period), paid in semi-monthly installments as provided in Section 2 in exchange for Executive’s compliance with the covenants contained herein.

(g)

Conditions to Payments Upon Certain Terminations

(i)

In consideration of the severance payments and benefits provided in Section 6(f), Employee agrees to (A) waive all rights to post termination benefits (other than vested equity awards and vested benefits under Employer's tax-qualified and non-qualified deferred compensation plans, if any, after the Date of Termination), (B) waive any claims to other severance or termination payments or benefits, and (C) execute a general release fully and unconditionally releasing Employer from any and all claims of any kind whatsoever, whether known or unknown, including, but not limited to, claims under the Age Discrimination in Employment Act or for wrongful discrimination and wrongful discharge from Employer, which release shall be in substantially the form attached hereto as “Attachment B.” Prior to Executive's termination of employment, the release of claims may be revised by Employer. Employer may in any event modify the release of claims to conform it to the laws of the local jurisdiction applicable to Executive.

(ii)

Executive shall not have a duty to mitigate the costs to Employer under Section 6(f).

(h)

Date of Termination. As used in this Agreement, the term "Date of Termination" shall mean (A) if Executive's employment is terminated by his death, the date of

(a)

Without the prior written consent of the Board or its authorized representative, except to the extent required by an order of a court having competent jurisdiction or under subpoena from an appropriate government agency, in which event, Executive will use his best efforts to consult with Employer's Chief Executive Officer prior to responding to any such order or subpoena, and except as required in the performance of his duties hereunder, Executive shall not disclose any confidential or proprietary trade secrets, customer lists, drawings, designs, information regarding product development, marketing plans, sales plans, manufacturing plans, any information covered by the Uniform Trade Secrets Act of Delaware or any other similar legal protections that may be applicable (or any successor thereto), management organization information (including data and other information relating to members of the Board, the Board of Directors of RACI Holding, Inc. ("Holding") and management of Employer or Holding), operating policies or manuals, business plans, financial records, packaging design or other financial, commercial, business or technical information relating to Holding, Employer or any of their respective subsidiaries or affiliates or that Holding, Employer or any of their respective subsidiaries or affiliates may receive belonging to suppliers, customers or others who do business with Holding, Employer or any of their respective subsidiaries or affiliates (collectively, "Confidential Information") to any third person unless such Confidential Information has been previously disclosed to the public or is in the public domain (other than by reason of Executive's breach of this Section 7). The Parties expressly agree that Confidential Information does not exist in written form only.

(b)

Executive acknowledges and agrees that Executive will have broad access to Confidential Information, that Confidential Information will in fact be developed by Executive in the course of Executive’s employment with Employer, and that Confidential Information furnishes a competitive advantage in many situations and constitutes, separately and in the aggregate, a valuable, special and unique asset of Employer. Executive shall use Executive’s best efforts to prevent the disclosure of or removal of any Confidential Information from the premises of Employer, except as required in connection with the performance of Executive’s duties as an executive of Employer. Executive agrees that all Confidential Information (whether now or hereafter existing) conceived, discovered or developed by Executive during the Employment Period belongs exclusively to Employer and not to Executive.

(a)

As additional consideration for the promises and covenants of Employer as specified in this Agreement, and as a fundamental condition of Executive’s employment with the Company, Executive hereby covenants and agrees that during the Employment Period and for a period of twelve (12) months thereafter (“Restriction Period”), Executive shall not, directly or indirectly, engage in, become employed by, serve as an agent or consultant to, or become a partner, principal or stockholder (other than a holder of less than one percent (1%) of the outstanding voting shares of any publicly held company) of, or otherwise support, any business within the Restricted Area (as defined in this Section 8) which engages in the Business or which is competitive with the Business, except to the extent otherwise agreed by Employer. For purposes of this Agreement, the term "Restricted Area" shall mean any geographical area in which Employer and its affiliates are engaged in the Business.

(b)

Executive agrees and acknowledges that Employer and its affiliates are engaged in the Business and sell and distribute their products throughout the United States and other jurisdictions throughout the world, and that it would not be reasonable to limit the geographic scope of this covenant to any particular geographic location.

9.

Non-Solicitation of Employees. During the Employment Period and thereafter during the Restriction Period, Executive shall not, directly or indirectly, for Executive’s own account or for the account of any other person or entity with which Executive is or shall become associated in any capacity, (a) solicit for employment, employ or otherwise interfere with the relationship of Employer with any person who at any time during the twelve (12) months preceding such solicitation, employment or interference is or was employed by or otherwise engaged to perform services for Employer other than any such solicitation or employment during Executive's employment with Employer on behalf of Employer, or (b) induce or attempt to induce any employee of Employer who is a member of management to engage in any activity which Executive is prohibited from engaging in under any of Sections 7, 8, 9, 10, 11, or 12 hereof or to terminate his or her employment with Employer.

10.

Non-Solicitation of Customers. During the Employment Period and thereafter during the Restriction Period, Executive shall not, directly or indirectly, solicit, divert or otherwise attempt to establish for itself or any other person, firm or entity (other than Employer or its subsidiaries or affiliates) any business relationship of a nature that is competitive with the Business or any relationship of Employer with any person, firm or corporation which during the twelve (12) month period preceding the prohibited conduct was a customer, client or distributor of Employer or any of its subsidiaries or affiliates.

11.

Return of Property. In the event of the termination of Executive's employment for any reason, or such earlier time as Employer may request, Executive will deliver to Employer all of Employer's property and documents and data of any nature and in whatever medium pertaining to Executive's employment with Employer (except for that which is personal to Executive), and Executive will not take with Executive any such property, documents or data of any description or any reproduction thereof, or any documents containing or pertaining to any Confidential Information.

12.

Non-Disparagement. During the Employment Period and thereafter during the Restriction Period, Executive will not make any statement, written or oral, whether expressed as a fact,

13.

Failure to Comply with Covenants.

(a)

Without limiting the damages available to Employer, in the event that Executive fails to comply with any of the covenants in Sections 7, 8, 9, 10, 11, or 12, to the extent applicable, following Executive’s termination of employment, and such failure continues following delivery of notice thereof by Employer to Executive, all rights of Executive and any person claiming under or through Executive to the payments and benefits described in Section 6(f) shall thereupon terminate and no person shall be entitled thereafter to receive any payments or benefits hereunder; provided, however, that Executive shall not have the option of foregoing such payments and benefits in order to be relieved of compliance with such covenants.

(b)

Executive acknowledges and agrees that the covenants and obligations of Executive described in Sections 7, 8, 9, 10, 11, or 12 relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants and obligations will cause Employer irreparable injury for which adequate remedies are not available at law. Therefore, Executive agrees that Employer shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Executive from committing any violation of the covenants and obligations referred to in this Section 13. These injunctive remedies are cumulative and in addition to any other rights and remedies Employer may have at law or in equity. If Employer does not prevail in obtaining any such injunctive relief, Employer shall reimburse Executive for any legal expenses incurred by Executive in defending against the imposition of such injunctive relief.

14.

Intellectual Property. During the Employment Period, Executive will disclose to Employer all ideas, inventions and business plans developed by Executive during such period which relate directly or indirectly to the Business of Employer or any of its subsidiaries or affiliates, including without limitation, any process, operation, product or improvement which may be proprietary, patentable or copyrightable. Executive agrees that all of the foregoing will be the property of Employer and that Executive will at Employer's request and cost do whatever is necessary to secure the rights thereto by patent, copyright or otherwise for Employer.

15.

Assignability; Merger or Consolidation: Assumption of Agreement.

(a)

The obligations of Executive hereunder are personal in nature and may not be delegated, and Executive may not, without Employer's written consent, assign, transfer, convey, pledge, encumber, hypothecate or otherwise dispose of this Agreement or any interest herein. Any such attempted delegation or disposition shall be null and void and without effect.

(b)

Employer and Executive agree that this Agreement and all of Employer's rights and obligations hereunder may be assigned or transferred by Employer to any other party that purchases all or substantially all of the business or assets of Employer, provided that the acquiring party agrees or its otherwise legally obligated to perform

16.

Entire Agreement. Except as otherwise expressly provided herein, this Agreement (including the Attachments hereto) constitutes the entire agreement among the Parties hereto with respect to the subject matter hereof, and all promises, representations, understandings, arrangements and prior agreements relating to such subject matter (including, without limitation, those between Executive and any other person or entity) are merged into and superseded by this Agreement, and the terms of any prior employment agreement or arrangement shall, from and after the date of this Agreement, be of no further force or effect.

17.

Indemnification. Except to the extent prohibited by applicable law, Employer agrees that it shall indemnify, defend and hold harmless Executive to the fullest extent permitted by law from and against any and all liabilities, costs, claims and expenses, including without limitation all costs and expenses incurred in defense of litigation, including attorneys' fees, arising out of the employment of Executive hereunder, except to the extent arising out of or based upon (a) the gross negligence or willful misconduct of Executive, (b) a violation of applicable law, or (c) any matter in which Executive is adverse to Employer or its direct or indirect parents, affiliates, subsidiaries. Costs and expenses incurred by Executive in defense of litigation, including attorneys' fees, shall be paid by Employer in advance of the final disposition of such litigation upon receipt of an undertaking by or on behalf of Executive to repay such amount if it shall ultimately be determined that Executive is not entitled to be indemnified by Employer under this Agreement or applicable law.

18.

Compliance with Code Section 409A. To the extent applicable, the Parties hereto intend that this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all rules, regulations and other similar guidance issued thereunder ("Code Section 409A"). The Parties agree that this Agreement shall at all times be interpreted and construed in a manner to comply with Code Section 409A and that should any provision be found not in compliance with Code Section 409A, the parties are contractually obligated to execute any and all amendments to this Agreement deemed necessary and required by Employer's legal counsel to achieve compliance with Code Section 409A unless such action results in substantial additional costs to Employer. By execution and delivery of this Agreement, Executive irrevocably waives any objections Executive may have to the amendments required by Code Section 409A. The Parties also agree that in no event shall any payment required to be made pursuant to this Agreement be made to Employee unless compliant with Code Section 409A. In the event amendments are required to make this Agreement compliant with Code Section 409A, Employer shall use its best efforts to provide Executive with substantially the same benefits and payments Executive would have been entitled to pursuant to this Agreement had Code Section 409A not applied, but in a manner that is compliant with Code Section 409A and does not result in substantial additional costs to Employer. The manner in which the immediately preceding sentence shall be implemented shall be the subject of good faith negotiations between the Parties.

19.

Miscellaneous.

(a)

Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be resolved by binding arbitration. The arbitration shall be held within the State of Delaware, and except to the extent inconsistent with this Agreement, shall be conducted in accordance with the Employment Arbitration Rules of the American Arbitration Association then in effect at the time of the arbitration and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator shall be acceptable to both Employer and Executive. If the Parties cannot agree on an acceptable arbitrator, the dispute shall be heard by a panel of three arbitrators, one appointed by each of the Parties and the third appointed by the other two arbitrators. All expenses of arbitration shall be borne by the Party who incurs the expense or, in the case of joint expenses, by both Parties in equal portions, except that, in the event Executive substantially prevails on the principal issues of such dispute or controversy, all such expenses shall be borne by Employer. Notwithstanding the above, however, because time is of the essence, whenever a violation or threatened violation of the covenants contained in Sections 7, 8, 9, 10, 11, or 12 is alleged, then the Parties agree that the enforcement of such covenants and any request for injunctive relief pursuant to Section 13 shall be excepted from the provisions of this Section 19(a).

(b)

Governing Law; Consent to Jurisdiction.

(i)

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to conflict of law principles thereof) applicable to contracts made and to be performed therein, and in any action or other proceeding that may be brought arising out of, in connection with or by reason of this Agreement, the laws of the State of Delaware shall be applicable and shall govern to the exclusion of the laws of any other forum.

(ii)

Any action to enforce any of the provisions of this Agreement, except as provided in Section 19(a) shall be brought exclusively in a court of the State of Delaware or in a Federal court located within the State of Delaware, and by execution and delivery of this Agreement, Executive and Employer irrevocably consent to the exclusive jurisdiction of those courts and Executive hereby submits to personal jurisdiction in the State of Delaware. Executive and Employer irrevocably waive any objection, including any objection based on lack of jurisdiction, improper venue or forum non conveniens, which either may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect to this Agreement or any transaction related hereto. Executive and Employer acknowledge and agree that any service of legal process by mail in the manner provided for notices under this Agreement constitutes proper legal service of process under applicable law in any action or proceeding under or in respect to this Agreement.

(c)

Taxes. Employer may withhold from any payments made under this Agreement all federal, state, city or other applicable taxes as shall be required by law.

(d)

Amendments. Except as otherwise provided in Section 18 above, no provision of

(e)

Severability. In the event that any one or more of the provisions of this Agreement 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. Specifically, in the event any part of the covenants set forth in Sections 7, 8, 9, 10, 11, or 12 is held to be invalid or unenforceable, the remaining parts thereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included therein. In the event that any provision of Sections 7, 8, 9, or 10 is declared by a court of competent jurisdiction to be overbroad as written, Executive specifically agrees that the court should modify such provision in order to make it enforceable, and that a court should view each such provision as severable and enforce those severable provisions deemed reasonable by such court.

(f)

Notices. Any notice or other communication required or permitted to be delivered under this Agreement shall be (i) in writing, (ii) delivered personally, by courier service or by certified or registered mail, first-class postage prepaid and return receipt requested, (iii) deemed to have been received on the date of delivery or on the third business day after the mailing thereof, and (iv) addressed as follows (or to such other address as the Party entitled to notice shall hereafter designate in accordance with the terms hereof):

(i)

If to Employer, to it at:

(ii)

If to Executive, to him at the address listed in Section 5 of “Attachment A.”

(g)

Survival. Sections 7,8, 9, 10, 11, 12, 13, 14, 16, 17, 18, 19(a), (b), (c) and (f) above and, if Executive's employment terminates in a manner giving rise to a payment under Section 6(f) above then Section 6(f), shall survive the termination of Executive's employment hereunder.

(h)

No Conflicts. Executive and Employer each represent that they are entering into this Agreement voluntarily and that Executive's employment hereunder and each Party's compliance with the terms and conditions of this Agreement will not conflict with or result in the breach by such Party of any agreement to which it is a party or by which it may be bound.

(i)

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and both of which together shall constitute one and the same instrument.

(j)

Headings. The sections and other headings contained in this Agreement are for the convenience of the Parties only and are not intended to be a part hereof or to affect the meaning or interpretation hereof.

(k)

Recitals. The Recitals to this Agreement are incorporated herein and shall constitute an integral part of this Agreement.

20.

Acknowledgement. Executive (a) has had a reasonable amount of time in which to review and consider this Agreement prior to signature, (b) has in fact read the terms of this Agreement, (c) has the full legal capacity to enter into this Agreement and has had the opportunity to consult with legal counsel before signing this Agreement, (d) fully and completely understands the meaning, intent and legal effect of this Agreement, and (e) has knowingly and voluntarily executed this Agreement.