Common use of Limitations on Authority Clause in Contracts

Limitations on Authority. Except as otherwise provided herein, approval by the Chairman must be obtained prior to the Executive taking any of the following actions on behalf of the Company: (a) Acquisition or disposition of real property or any rights deriving therefrom, or changing title in any such real property. (b) Making unplanned capital expenditures or any commitment therefor in an amount greater than $10,000 for any individual expenditure and $50,000 in the aggregate in any fiscal year; (c) Borrowing or guaranteeing any borrowings from or on behalf of any party, or altering the terms of any loan agreements for such borrowings except for any such loans or borrowings as shall be agreed upon by the Board of Directors of Company; (d) Hiring, terminating, promoting or demoting executive personnel with annual salary in excess of $50,000 or granting unbudgeted raises, bonuses or other compensatory payments to any employee of the Company; (e) Promoting or hiring anyone to a position above the Manager level (i.e. to Director or above); (f) Granting retirement benefits or other non-earned income to any person; (g) Modification of any qualified plan or other benefit plan, e.g., health insurance; (h) Acquiring the assets or shares of any business; (i) Acquiring or disposing of the assets or shares of the Company or selling any fixed asset of the Company below book value or writing off inventory of the Company with an aggregate book value exceeding $50,000 in any fiscal year; (j) Entering into or terminating agreements of any kind or nature with a monthly financial obligation in excess of U.S. $5,000 for more than six (6) months except purchase orders for materials required for the manufacture of products for sale in the ordinary course of business; (k) Making basic changes in the administration, organization, production, and distribution of Company or any of its affiliates, as well as closing or curtailing the functions of Company or any of its affiliates; (l) Filing any lawsuit; (m) Making cash or non-cash corporate contributions above the annually budgeted amount; (n) When there is a large volume of sales, the making of decisions requiring both extraordinary risks and extraordinary expenditures; (o) Entering into any transaction on behalf of Company or its affiliates which is not in the usual course of its business; (p) Adoption or modification of the annual budget. Notwithstanding the foregoing, approval is not required for any action provided for in the approved and applicable annual budget or annual plan of Company. In addition, should the Chairman be unavailable, if an emergency arises which requires the Executive to take immediate action in which approval as set forth in this Section would otherwise be required, the Executive is no longer bound by the limitations described above and is authorized to make a decision in the best interests of Company. The Executive will immediately inform the Chairman of any such decisions made by him.

Limitations on Authority. Except as otherwise provided herein, approval by the Chairman must be obtained prior to the Executive taking any of the following actions on behalf of the CompanyCompany or any of its affiliates: (a) Acquisition or disposition of real property or any rights deriving therefrom, or changing title in any such real property. (b) Making unplanned capital expenditures or any commitment therefor in an amount greater than $10,000 for any individual expenditure and $50,000 in the aggregate in any fiscal yeartherefore; (c) Borrowing or guaranteeing any borrowings from or on behalf of any party, or altering the terms of any loan agreements for such borrowings except for any such loans or borrowings as shall be agreed upon by the Board of Directors of Company; (d) Hiring, terminating, promoting Hiring or demoting terminating executive personnel with annual salary in excess of $50,000 or granting unbudgeted raises, bonuses or other compensatory payments to any employee of the Companypersonnel; (e) Promoting or hiring anyone to a position above the Manager level (i.e. to Director or above); (f) Granting retirement benefits or other non-earned income to any personindividual which is not available to all employees; (gf) Modification of any qualified plan or other benefit plan, e.g., health insurance; (hg) Acquiring the assets or shares of any businessanother Company or partnership; (ih) Acquiring or disposing of the assets or shares of the Company Company, or selling any fixed asset of the Company below book value or writing off inventory of the Company with an aggregate book value exceeding $50,000 in any fiscal yearvalue; (ji) Entering into or terminating agreements of any kind or nature with a monthly financial obligation in excess of U.S. $5,000 3,000 for more than six (6) months except purchase orders for materials required for the manufacture of products for sale in the ordinary course of business; (kj) Making basic changes in the administration, organization, production, and distribution of Company or any of its affiliates, as well as closing or curtailing the functions of Company or any of its affiliates; (lk) Filing any lawsuit; (m) Making cash or non-cash corporate contributions above the annually budgeted amount; (n) When there is a large volume of sales, the making of decisions requiring both extraordinary risks and extraordinary expenditures; (ol) Entering into any transaction on behalf of Company or its affiliates which is not in the usual course of its business; (pm) Adoption or modification of the annual budget. Notwithstanding the foregoing, approval is not required for any action provided for in the approved and applicable annual budget or annual plan of Company. In addition, should the Chairman be unavailable, if an emergency arises which requires the Executive to take immediate action in which approval as set forth in this Section would otherwise be required, the Executive is no longer bound by the limitations described above and is authorized to make a decision in the best interests of Company. The Executive will immediately inform the Chairman and the Executive Vice President of Bacou USA, Inc. of any such decisions made by him.

Limitations on Authority. Except as otherwise provided herein, approval by the Chairman must be obtained prior to the Executive taking any of the following actions on behalf of the CompanyCompany or any of its affiliates: (a) Acquisition or disposition of real property or any rights deriving therefrom, or changing title in any such real property. (b) Making unplanned capital expenditures or any commitment therefor in an amount greater than $10,000 for any individual expenditure and $50,000 in the aggregate in any fiscal yeartherefore; (c) Borrowing or guaranteeing any borrowings from or on behalf of any party, or altering the terms of any loan agreements for such borrowings except for any such loans or borrowings as shall be agreed upon by the Board of Directors of the Company; (d) Hiring, terminating, promoting Hiring or demoting executive personnel with annual salary in excess of $50,000 or granting unbudgeted raises, bonuses or other compensatory payments to any employee of the Companyterminating salaried personnel; (e) Promoting or hiring anyone to a position above the Manager level (i.e. to Director or above); (f) Granting retirement benefits or other non-earned income to any personindividual which is not available to all employees; (gf) Modification of any qualified the pension plan or other benefit plan, e.g., health insurance; (hg) Acquiring the assets or shares of any businessanother company or partnership; (ih) Acquiring or disposing of the assets or shares of the Company or selling any fixed asset of the Company below book value or writing off inventory of the Company with an aggregate book value exceeding $50,000 in any fiscal yearits affiliates; (ji) Entering into or terminating agreements of any kind or nature with a monthly financial obligation in excess of U.S. $5,000 3,000 for more than six (6) months except purchase orders for materials required for the manufacture of products for sale in the ordinary course of businessmonths; (kj) Making basic changes in the administration, organization, production, and distribution of the Company or any of its affiliates, as well as closing or curtailing the functions of the Company or any of its affiliates; (lk) Filing any lawsuit; (m) Making cash or non-cash corporate contributions above the annually budgeted amount; (n) When there is a large volume of sales, the making of decisions requiring both extraordinary risks and extraordinary expenditures; (ol) Entering into any transaction on behalf of the Company or its affiliates which is not in the usual course of its business; (pm) Adoption or modification of the annual budget. Notwithstanding the foregoing, approval is not required for any action provided for in the approved and applicable annual budget or annual plan of the Company. In addition, should the Chairman be unavailable, if an emergency arises which requires the Executive to take immediate action in which approval as set forth in this Section would otherwise be required, the Executive is no longer bound by the limitations described above and is authorized to make a decision in the best interests of the Company. The Executive will immediately inform the Chairman of any such decisions made by him.

Limitations on Authority. Pursuant to the Bylaws of Company, the Executive and the Chairman of the Board of Directors or his designee shall constitute the Executive Committee of the Board. Except as otherwise provided herein, approval by the Chairman or the Executive Vice President of Bacou must be obtained prior to the Executive taking any of the following actions on behalf of the Company: (a) Acquisition or disposition of real property or any rights deriving therefrom, or changing title in any such real property. (b) Making unplanned capital expenditures or any commitment therefor therefore in an amount greater than $10,000 5,000 for any individual expenditure and $50,000 in the aggregate in any fiscal year; (c) Borrowing or guaranteeing any borrowings from or on behalf of any party, or altering the terms of any loan agreements for such borrowings except for any such loans or borrowings as shall be agreed upon by the Board of Directors of Company; (d) Hiring, terminating, promoting Hiring or demoting terminating executive personnel with annual salary in excess of $50,000 or granting unbudgeted raises, bonuses or other compensatory payments to any employee of the Company50,000; (e) Promoting or hiring anyone to a position above the Manager level (i.e. to Director or above); (f) Granting retirement benefits or other non-earned income to any personindividual which is not available to all employees; (gf) Modification of any qualified plan or other benefit plan, e.g., health insurance; (hg) Acquiring the assets or shares of any businessanother Company or partnership; (ih) Acquiring or disposing of the assets or shares of the Company or selling any fixed asset of the Company below book value or writing off inventory of the Company with an aggregate book value exceeding $50,000 in any fiscal yearvalue; (ji) Entering into or terminating agreements of any kind or nature with a monthly financial obligation in excess of U.S. $5,000 for more than six (6) months except purchase orders for materials required for the manufacture of products for sale in the ordinary course of business; (kj) Making basic changes in the administration, organization, production, and distribution of Company or any of its affiliates, as well as closing or curtailing the functions of Company or any of its affiliates; (lk) Filing any lawsuit; (ml) Making cash or non-cash corporate contributions above the annually budgeted amount; (nm) When there is a large volume of sales, the making of decisions requiring both extraordinary risks and extraordinary expenditures; (on) Entering into any transaction on behalf of Company or its affiliates which is not in the usual course of its business; (po) Adoption or modification of the annual budget. Notwithstanding the foregoing, approval is not required for any action provided for in the approved and applicable annual budget or annual plan of Company. In addition, should the Chairman or Executive Vice President be unavailable, if an emergency arises which requires the Executive to take immediate action in which approval as set forth in this Section would otherwise be required, the Executive is no longer bound by the limitations described above and is authorized to make a decision in the best interests of Company. The Executive will immediately inform the Chairman and the Executive Vice President of Bacou USA, Inc. of any such decisions made by him.

Limitations on Authority. Except as otherwise provided herein, approval by the Chairman must be obtained from the other Co-Chairman of the Board of Directors of Bacou prior to the Executive taking initiating, taking, or confirming any of the following actions for or on behalf of Bacou in the Companycourse of his Duties: (a) Acquisition Acquiring or disposition disposing of real property or any rights deriving therefrom, therefrom or changing title in any such real property.; (b) Making unplanned any capital expenditures expenditure, or any commitment therefor in an amount greater than excess of U.S. $10,000 100,000 for any individual one item and any construction expenditure and in excess of U.S. $50,000 in 100,000. Notwithstanding the aggregate foregoing, the cumulative amount of such expenditures or commitments shall not exceed U.S. $300,000 for any fiscal year in any fiscal yearsubsidiary or division; (c) Borrowing from or guaranteeing any borrowings from or borrowing on behalf of any party, or altering the terms of any loan agreements agreement for such borrowings borrowing except for any such loans loan or borrowings borrowing as shall be agreed upon by the Board of Directors of CompanyBacou; (d) Hiring, terminating, promoting Hiring or demoting terminating executive personnel with annual salary in excess at the Vice President level or higher, or increasing salaries of $50,000 or granting unbudgeted raises, bonuses or other compensatory payments to any employee of the Companysuch employees by more than twenty-five (25%) percent per annum; (e) Promoting or hiring anyone to a position above the Manager level (i.e. to Director or above); (f) Granting retirement benefits or other non-earned income to any person; (g) Modification of any qualified plan or other benefit plan, e.g., health insurance; (h) Acquiring the assets or shares of any businessanother company or partnership; (if) Acquiring or disposing of the assets or shares of the Company any affiliate or selling any fixed asset subsidiary of the Company below book value or writing off inventory of the Company with an aggregate book value exceeding $50,000 in any fiscal yearBacou; (jg) Entering into or terminating consulting agreements of any kind or nature with a monthly financial obligation in excess of U.S. $5,000 30,000 for more than six twelve (612) months except purchase orders for materials required for the manufacture of products for sale in the ordinary course of businessmonths; (kh) Making basic changes in the administration, organization, production, production and distribution of Company or any of Bacou and its affiliates, subsidiaries as well as closing or curtailing the functions of Company any affiliate or any subsidiary of its affiliatesBacou; (li) Filing any lawsuitlawsuit with an amount in dispute in excess of U.S. $200,000 per occurrence or agreeing to any settlement in an amount in excess of U.S. $100,000 per occurrence; (mj) Making cash or non-cash corporate contributions above the annually budgeted amountin excess of U.S. $10,000 per occurrence; (nk) When there is a large material volume of sales, the making of decisions requiring both extraordinary risks and extraordinary expenditures;; or (ol) Entering into any transaction on behalf of Company any of the affiliates or its affiliates subsidiaries of Bacou which is not within the scope of his duties set forth in the usual course By-laws of its business; (p) Adoption or modification of the annual budgetBacou. Notwithstanding the foregoing, approval is not required for any action provided for in the approved and applicable annual budget or annual plan of CompanyBacou and any affiliate or subsidiary of Bacou. In addition, should the other Co-Chairman of the Board of Directors of Bacou and/or his designee be unavailable, if an emergency arises which requires the Executive to take immediate action in which approval as set forth in this Section would otherwise be required, the Executive is no longer bound by the limitations described above and is authorized to make a decision in the best interests of CompanyBacou in connection with carrying out his Duties. The Executive will immediately inform the other Co-Chairman of the Board of Directors of Bacou of any such decisions made by him. Certain of the foregoing limitations of authority include dollar amounts above which the initiation, taking or confirmation of certain actions is prohibited. Executive is expressly authorized and empowered to initiate, take, or confirm such actions involving amounts below those limits.

Limitations on Authority. Except as otherwise provided herein, approval by the Chairman CEO must be obtained prior to the Executive taking any of the following actions on behalf of the CompanyCompany or any of its affiliates: (a) Acquisition or disposition of real property or any rights deriving therefrom, or changing title in any such real property. (b) Making unplanned capital expenditures or any commitment therefor in an amount greater than $10,000 for any individual expenditure and $50,000 in the aggregate in any fiscal yeartherefore; (c) Borrowing or guaranteeing any borrowings from or on behalf of any party, or altering the terms of any loan agreements for such borrowings except for any such loans or borrowings as shall be agreed upon by the Board of Directors of the Company; (d) Hiring, terminating, promoting Hiring or demoting executive personnel with annual salary in excess of $50,000 or granting unbudgeted raises, bonuses or other compensatory payments to any employee of the Companyterminating salaried personnel; (e) Promoting or hiring anyone to a position above the Manager level (i.e. to Director or above); (f) Granting retirement benefits or other non-earned income to any personindividual which is not available to all employees; (gf) Modification of any qualified the pension plan or other benefit plan, e.g., health insurance; (hg) Acquiring the assets or shares of any businessanother company or partnership; (ih) Acquiring or disposing of the assets or shares of the Company or selling any fixed asset of the Company below book value or writing off inventory of the Company with an aggregate book value exceeding $50,000 in any fiscal yearits affiliates; (ji) Entering into or terminating agreements of any kind or nature with a monthly financial obligation in excess of U.S. $5,000 3,000 for more than six (6) months except purchase orders for materials required for the manufacture of products for sale in the ordinary course of businessmonths; (kj) Making basic changes in the administration, organization, production, and distribution of the Company or any of its affiliates, as well as closing or curtailing the functions of the Company or any of its affiliates; (lk) Filing any lawsuit; (m) Making cash or non-cash corporate contributions above the annually budgeted amount; (n) When there is a large volume of sales, the making of decisions requiring both extraordinary risks and extraordinary expenditures; (ol) Entering into any transaction on behalf of the Company or its affiliates which is not in the usual course of its business; (pm) Adoption or modification of the annual budget. Notwithstanding the foregoing, approval is not required for any action provided for in the approved and applicable annual budget or annual plan of Companythe Company and its affiliates. In addition, should the Chairman CEO be unavailable, if an emergency arises which requires the Executive to take immediate action in which approval as set forth in this Section would otherwise be required, the Executive is no longer bound by the limitations described above and is authorized to make a decision in the best interests of the Company. The Executive will immediately inform the Chairman of CEO and President in writing concerning any such decisions made by him.

Limitations on Authority. Except as otherwise provided herein, approval by Without limiting the Chairman must be obtained prior reservation of powers to the Company, as provided in Section 3.1 above, in exercising the voting rights granted pursuant to Section 4.1, or in acting as manager of any Station Subsidiary pursuant to Section 4.2, each of PMC and the Executive taking shall not vote for or take any of the following actions on behalf or permit any Station Subsidiary’s officers or directors to authorize or take any of the following actions without the prior consent of the Company: (a) Acquisition Any amendment of the articles or disposition certificate of real property incorporation or by-laws of any rights deriving therefrom, or changing title in any such real property.of the Station Subsidiaries; (b) Making unplanned capital expenditures Any amendment or modification of the terms or provisions of the operating agreement of any commitment therefor Station Subsidiary that is a limited liability company or the partnership agreement of any Station Subsidiary that is a partnership that, in an amount greater than $10,000 for any individual expenditure and $50,000 in the aggregate in any fiscal yeareither case, concern limitations on PMC’s authority to manage such company or partnership; (c) Borrowing Sale, lease, assignment, transfer or guaranteeing other divestiture by any borrowings from or on behalf of the Station Subsidiaries of the operating assets, including any partyFCC license, or altering the terms of any loan agreements for such borrowings except for a Station (other than any such loans sale, lease, assignment, transfer or borrowings as shall be agreed upon other divestiture that is approved by the Board of Directors of Company); (d) HiringAny acquisition of assets by any Station Subsidiary, terminatingincluding pursuant to a merger, promoting or demoting executive personnel with annual salary in excess of $50,000 or granting unbudgeted raises, bonuses consolidation or other compensatory payments to business combination, or any employee of the Companymerger or business combination transaction involving a Station Subsidiary; (e) Promoting Issuance or hiring anyone sale of any capital stock of any of the Station Subsidiaries or any option, warrants or other rights to a position above acquire capital stock of any of the Manager level Station Subsidiaries (i.e. to Director or aboveincluding instruments convertible into capital stock); (f) Granting retirement benefits Any split, combination, or other non-earned income to reclassification of the capital stock of any personof the Station Subsidiaries in any manner; (g) Modification Cause any of the assets of any qualified plan of the Station Subsidiaries to be subject to any lien or encumbrance (other benefit plan, e.g., health insurancethan any lien or encumbrance approved by the Company); (h) Acquiring Any increase in the assets or shares size of the board of directors of any businessof the Station Subsidiaries, or the election and removal of any member of the board of directors of any of the Station Subsidiaries; (i) Acquiring Any voluntary bankruptcy or disposing winding up of any of the assets Station Subsidiaries or shares filing for protection under any bankruptcy or insolvency laws with respect to any of the Company or selling any fixed asset of the Company below book value or writing off inventory of the Company with an aggregate book value exceeding $50,000 in any fiscal yearStation Subsidiaries; (j) Entering into any joint sales, joint services, time brokerage, local marketing or terminating agreements of any kind similar agreement or nature with a monthly financial obligation in excess of U.S. $5,000 for more than six (6) months except purchase orders for materials required for the manufacture of products for sale in the ordinary course of businessarrangement; (k) Making basic changes in Change the administration, organization, production, and distribution location of Company or the principal business office of any of its affiliates, as well as closing or curtailing the functions of Company or any of its affiliatesStation Subsidiaries; (l) Filing Incur, create, assume or permit to exist any lawsuitindebtedness of PMC or any lien on any asset of PMC; (m) Making cash Engage in any business or non-cash corporate contributions above enterprise, other than in connection with the annually budgeted amountactivities and services contemplated by the terms of this Agreement; (n) When there is a large volume Enter into any transactions or agreements, except as contemplated by the Affiliation Agreements for the Stations, that will render the digital spectrum of sales, the making of decisions requiring both extraordinary risks and extraordinary expendituresStations unavailable for use by the Company’s programming network during the Restricted Period; (o) Entering into Cause any transaction on behalf Station Subsidiary to violate, require the consent or waiver of Company the holders of, or its affiliates which is not in trigger voting rights under, any debt or preferred stock of the usual course of its businessCompany; (p) Adoption or modification of the annual budget. Notwithstanding the foregoing, approval is not required for Cause any action provided for in the approved and applicable annual budget or annual plan of Company. In addition, should the Chairman be unavailable, if an emergency arises which requires the Executive to take immediate action in which approval as set forth in this Section would otherwise be required, the Executive is no longer bound by the limitations described above and is authorized Station Subsidiary to make a decision in any loan or otherwise extend credit to any party; or (q) Cause any Station Subsidiary to issue any dividend or other distribution with respect to the best interests capital stock of Company. The Executive will immediately inform the Chairman of any such decisions made by himStation Subsidiary.

Limitations on Authority. Pursuant to the Bylaws of Company, the Executive and the Chairman of the Board of Directors or his designee shall constitute the Executive Committee of the Board. Except as otherwise provided herein, approval by the Chairman or the Executive Vice President of Bacou must be obtained prior to the Executive taking any of the following actions on behalf of the Company: (a) Acquisition or disposition of real property or any rights deriving therefrom, or changing title in any such real property. (b) Making unplanned unbudgeted capital expenditures or any commitment therefor therefore in an amount greater than $10,000 5,000 for any individual expenditure and $50,000 in the aggregate in any fiscal year; (c) Borrowing or guaranteeing any borrowings from or on behalf of any party, or altering the terms of any loan agreements for such borrowings except for any such loans loans, guarantees or borrowings (i) between the Company and Bacou USA, Inc. or its subsidiaries pursuant to applicable policies and procedures which shall allow Executive to advance funds under a line of credit provided pursuant to Section 10.16(c) of that certain Agreement and Plan of Merger dated as of September 30, 1997 by and among, inter alia, Bacou USA, Inc., the Company and Executive or (ii) as shall be agreed upon authorized by the Board of Directors of Company; (d) Hiring, terminating, promoting Hiring or demoting executive terminating personnel with annual salary in excess of $50,000 or granting unbudgeted raises, bonuses or other compensatory payments to any employee of the Company50,000; (e) Promoting or hiring anyone to a position above the Manager level (i.e. to Director or above); (f) Granting retirement benefits or other non-earned income to any personindividual which is not available to all employees; (gf) Modification of any qualified plan or other benefit plan, e.g., health insurance; (hg) Acquiring the assets or shares of any businessanother Company or partnership; (ih) Acquiring or disposing of the assets or shares of the Company or selling any fixed asset of the Company below book value or writing off inventory of the Company with an aggregate book value exceeding $50,000 in any fiscal yearvalue; (ji) Entering into or terminating agreements of any kind or nature with a monthly financial obligation in excess of U.S. $5,000 for more than six (6) months except purchase orders for materials required for the manufacture of products for sale in the ordinary course of business; (kj) Making basic changes in the administration, organization, production, and distribution of Company or any of its affiliates, as well as closing or curtailing the functions of Company or any of its affiliates; (lk) Filing any lawsuit; (ml) Making cash or non-cash corporate contributions above the annually budgeted amount; (nm) When there is a large volume of sales, the The making of decisions requiring both extraordinary risks and extraordinary expendituresexpenditures of more than $50,000; (on) Entering into any transaction on behalf of Company or its affiliates which is not in the usual course of its business; (po) Adoption or modification of the annual budget. Notwithstanding the foregoing, approval is not required for any action provided for in the approved and applicable annual budget or annual plan of Company. In addition, should the Chairman or Executive Vice President be unavailable, if an emergency arises which requires the Executive to take immediate action in which approval as set forth in this Section would otherwise be required, the Executive is no longer bound by the limitations described above and is authorized to make a decision in the best interests of the Company. The Executive will immediately inform the Chairman and the Executive Vice President of Bacou USA, Inc. of any such decisions made by him.

Limitations on Authority. Except as otherwise provided herein, approval by the Chairman CEO must be obtained prior to the Executive taking any of the following actions on behalf of the CompanyCompany or any of its affiliates: (a) Acquisition or disposition of real property or any rights deriving therefrom, or changing title in any such real property.; (b) Making unplanned capital expenditures or any commitment therefor in an amount greater than $10,000 for any individual expenditure and $50,000 in the aggregate in any fiscal yeartherefore; (c) Borrowing or guaranteeing any borrowings from or on behalf of any party, or altering the terms of any loan agreements for such borrowings except for any such loans or borrowings as shall be agreed upon by the Board of Directors of CompanyBacou USA, Inc.; (d) Hiring, terminating, promoting Hiring or demoting terminating executive personnel with annual salary in excess of $50,000 or granting unbudgeted raises, bonuses or other compensatory payments to any employee of the Companypersonnel; (e) Promoting or hiring anyone to a position above the Manager level (i.e. to Director or above); (f) Granting retirement benefits or other non-earned income to any personindividual which is not available to all employees; (gf) Modification of any qualified plan or other benefit plan, e.g., health insurance; (hg) Acquiring the assets or shares of any businessanother Company or partnership; (ih) Acquiring or disposing of the assets or shares of the Company Company, or selling any fixed asset of the Company below book value or writing off inventory of the Company with an aggregate book value exceeding $50,000 in any fiscal yearvalue; (ji) Entering into or terminating any employment, consulting, or other service agreements of any kind or nature with a monthly financial obligation in excess of U.S. $5,000 3,000 for more than six (6) months except purchase orders for materials required for the manufacture of products for sale in the ordinary course of businessmonths; (kj) Making basic changes in the administration, organization, production, and distribution of Company or any of its affiliates, as well as closing or curtailing the functions of Company or any of its affiliates; (lk) Filing or settling any lawsuit; (m) Making cash or non-cash corporate contributions above the annually budgeted amount; (n) When there is a large volume of sales, the making of decisions requiring both extraordinary risks and extraordinary expenditures; (ol) Entering into any transaction on behalf of Company or its affiliates which is not in the usual course of its business; (pm) Adoption or modification of the annual budget. Notwithstanding the foregoing, approval is not required for any action provided for in the approved and applicable annual budget or annual plan of Company. In addition, should the Chairman CEO be unavailable, if an emergency arises which requires the Executive to take immediate action in which approval as set forth in this this, Section would otherwise be required, the Executive is no longer bound by the limitations described above and is authorized to make a decision in the best interests of Company. The Executive will immediately inform the Chairman CEO in writing of any such decisions made by him.

Limitations on Authority. Except as otherwise provided herein, approval by the Chairman CEO must be obtained prior to the Executive taking any of the following actions on behalf of the CompanyCompany or any of its affiliates: (a) Acquisition or disposition of real property or any rights deriving therefrom, or changing title in any such real property. (b) Making unplanned capital expenditures or any commitment therefor in an amount greater than $10,000 for any individual expenditure and $50,000 in the aggregate in any fiscal yeartherefore; (c) Borrowing or guaranteeing any borrowings from or on behalf of any party, or altering the terms of any loan agreements for such borrowings except for any such loans or borrowings as shall be agreed upon by the Board of Directors of CompanyBacou USA, Inc.; (d) Hiring, terminating, promoting Hiring or demoting terminating executive personnel with annual salary in excess of $50,000 or granting unbudgeted raises, bonuses or other compensatory payments to any employee of the Companypersonnel; (e) Promoting or hiring anyone to a position above the Manager level (i.e. to Director or above); (f) Granting retirement benefits or other non-earned income to any personindividual which is not available to all employees; (gf) Modification of any qualified plan or other benefit plan, e.g., health insurance; (hg) Acquiring the assets or shares of any businessanother Company or partnership; (ih) Acquiring or disposing of the assets or shares of the Company Company, or selling any fixed asset of the Company below book value or writing off inventory of the Company with an aggregate book value exceeding $50,000 in any fiscal yearvalue; (ji) Entering into or terminating any employment, consulting, or other service agreements of any kind or nature with a monthly financial obligation in excess of U.S. $5,000 3,000 for more than six (6) months except purchase orders for materials required for the manufacture of products for sale in the ordinary course of businessmonths; (kj) Making basic changes in the administration, organization, production, and distribution of Company or any of its affiliates, as well as closing or curtailing the functions of Company or any of its affiliates; (lk) Filing or settling any lawsuit; (m) Making cash or non-cash corporate contributions above the annually budgeted amount; (n) When there is a large volume of sales, the making of decisions requiring both extraordinary risks and extraordinary expenditures; (o1) Entering into any transaction action on behalf of Company or its affiliates which is not in the usual course of its business; (pm) Adoption or modification of the annual budget. Notwithstanding the foregoing, approval is not required for any action provided for in the approved and applicable annual budget or annual plan of Company. In addition, should the Chairman CEO be unavailable, if an emergency arises which requires the Executive to take immediate action in which approval as set forth in this Section would otherwise be required, the Executive is no longer bound by the limitations described above and is authorized to make a decision in the best interests of Company. The Executive will immediately inform the Chairman CEO in writing of any such decisions made by him.

Limitations on Authority. Except as otherwise provided herein, approval by the Chairman CEO must be obtained prior to the Executive taking any of the following actions on behalf of the CompanyCompany or any of its affiliates: (a) Acquisition or disposition of real property or any rights deriving therefrom, or changing title in any such real property. (b) Making unplanned capital expenditures or any commitment therefor therefore in an amount greater than $10,000 7,500 for any individual expenditure and $50,000 75,000 in the aggregate in any fiscal year; (c) Borrowing or guaranteeing any borrowings from or on behalf of any party, or altering the terms of any loan agreements for such borrowings except for any such loans or borrowings as shall be agreed upon by the Board of Directors of CompanyBacou USA, Inc.; (d) Hiring, terminating, promoting Hiring or demoting terminating executive personnel with annual salary in excess of $50,000 or granting unbudgeted raises, bonuses or other compensatory payments to any employee of the Company70,000; (e) Promoting or hiring anyone to a position above the Manager level (i.e. to Director or above); (f) Granting retirement benefits or other non-earned income to any personindividual which is not available to all employees; (gf) Modification of any qualified plan or other benefit plan, e.g., health insurance; (hg) Acquiring the assets or shares of any businessanother Company or partnership; (ih) Acquiring or disposing of the assets or shares of the Company Company, or selling any fixed asset of the Company below book value or writing off inventory of the Company with an aggregate book value exceeding $50,000 in any fiscal yearvalue; (ji) Entering into or terminating any employment, consulting, or other service agreements of any kind or nature with a monthly financial obligation in excess of U.S. $5,000 for more than six (6) months except purchase orders for materials required for the manufacture of products for sale in the ordinary course of businessmonths; (kj) Making basic changes in the administration, organization, production, and distribution of Company or any of its affiliates, as well as closing or curtailing the functions of Company or any of its affiliates; (lk) Filing or settling any lawsuit; (m1) Making cash or non-cash corporate contributions above the annually budgeted amount; (nm) When there is a With respect to orders for large volume quantities of salesgoods which do not ordinarily have fast inventory turns, the making of decisions requiring both commitments to deliver goods which would result in extraordinary risks and extraordinary or expenditures; (on) Entering into any transaction on behalf of Company or its affiliates which is not in the usual course of its business; (po) Adoption or modification of the annual budget. Notwithstanding the foregoing, approval is not required for any action provided for in the approved and applicable annual budget or annual plan of Company. In addition, should the Chairman CEO be unavailable, if an emergency arises which requires the Executive to take immediate action in which approval as set forth in this Section would otherwise be required, the Executive is no longer bound by the limitations described above and is authorized to make a decision in the best interests of Company. The Executive will immediately inform the Chairman CEO in writing of any such decisions made by him.

Limitations on Authority. Pursuant to the Bylaws of the Company, the Executive and the Chairman of the Board of Directors or his designee shall constitute the Executive Committee of the Board. Except as otherwise provided herein, approval by the Chairman of the Board of Directors or his designee must be obtained prior to the Executive taking any of the following actions on behalf of the CompanyCompany or any of its affiliates: (a) Acquisition or disposition of real property or any rights deriving therefrom, or changing title in any such real property. (b) Making unplanned capital expenditures or any commitment therefor in an amount greater than $10,000 for any individual expenditure and $50,000 in the aggregate in any fiscal yeartherefore; (c) Borrowing or guaranteeing any borrowings from or on behalf of any party, or altering the terms of any loan agreements for such borrowings except for any such loans or borrowings as shall be agreed upon by the Board of Directors of CompanyBoard; (d) Hiring, terminating, promoting Hiring or demoting terminating executive personnel with annual salary in excess of $50,000 or granting unbudgeted raises, bonuses or other compensatory payments to any employee of the Company50,000; (e) Promoting or hiring anyone to a position above the Manager level (i.e. to Director or above); (f) Granting retirement benefits or other non-earned income to any personindividual which is not available to all employees; (gf) Modification of any qualified the pension plan or other benefit plan, e.g., health insurance; (hg) Acquiring the assets or shares of any businessanother company or partnership; (ih) Acquiring or disposing of the assets or shares of the Company or selling any fixed asset of the Company below book value or writing off inventory of the Company with an aggregate book value exceeding $50,000 in any fiscal yearits affiliates; (ji) Entering into or terminating agreements of any kind or nature with a monthly financial obligation in excess of U.S. $5,000 U.S.$5,000 for more than six (6) months except purchase orders for materials required for the manufacture of products for sale in the ordinary course of businessmonths; (kj) Making basic changes in the administration, organization, production, and distribution of the Company or any of its affiliates, as well as closing or curtailing the functions of the Company or any of its affiliates; (lk) Filing any lawsuit; (ml) Making cash or non-cash corporate contributions above the annually budgeted amount; (nm) When there is a large volume of sales, the making of decisions requiring both extraordinary risks and extraordinary expenditures; (on) Entering into any transaction on behalf of the Company or its affiliates which is not in the usual course of its business; (po) Adoption or modification of the annual budget. Notwithstanding the foregoing, approval is not required for any action provided for in the approved and applicable annual budget or annual plan of Company. In addition, should the Chairman be unavailable, if an emergency arises which requires the Executive to take immediate action in which approval as set forth in this Section would otherwise be required, the Executive is no longer bound by the limitations described above and is authorized to make a decision in the best interests of Company. The Executive will immediately inform the Chairman of any such decisions made by him.

Limitations on Authority. Except as otherwise provided herein, approval by the Chairman CEO must be obtained prior to the Executive taking any of the following actions on behalf of the CompanyCompany or any of its affiliates: (a) Acquisition or disposition of real property or any rights deriving therefrom, or changing title in any such real property. (b) Making unplanned capital expenditures or any commitment therefor in an amount greater than $10,000 for any individual expenditure and $50,000 in the aggregate in any fiscal yeartherefore; (c) Borrowing or guaranteeing any borrowings from or on behalf of any party, or altering the terms of any loan agreements for such borrowings except for any such loans or borrowings as shall be agreed upon by the Board of Directors of CompanyBacou USA, Inc.; (d) Hiring, terminating, promoting Hiring or demoting terminating executive personnel with annual salary in excess of $50,000 or granting unbudgeted raises, bonuses or other compensatory payments to any employee of the Companypersonnel; (e) Promoting or hiring anyone to a position above the Manager level (i.e. to Director or above); (f) Granting retirement benefits or other non-earned income to any personindividual which is not available to all employees; (gf) Modification of any qualified plan or other benefit plan, e.g., health insurance; (hg) Acquiring the assets or shares of any businessanother Company or partnership; (ih) Acquiring or disposing of the assets or shares of the Company Company, or selling any fixed asset of the Company below book value or writing off inventory of the Company with an aggregate book value exceeding $50,000 in any fiscal yearvalue; (ji) Entering into or terminating any employment, consulting, or other service agreements of any kind or nature with a monthly financial obligation in excess of U.S. $5,000 3,000 for more than six (6) months except purchase orders for materials required for the manufacture of products for sale in the ordinary course of businessmonths; (kj) Making basic changes in the administration, organization, production, and distribution of Company or any of its affiliates, as well as closing or curtailing the functions of Company or any of its affiliates; (lk) Filing or settling any lawsuit; (m) Making cash or non-cash corporate contributions above the annually budgeted amount; (n) When there is a large volume of sales, the making of decisions requiring both extraordinary risks and extraordinary expenditures; (o1) Entering into any transaction on behalf of Company or its affiliates which is not in the usual course of its business; (pm) Adoption or modification of the annual budget. Notwithstanding the foregoing, approval is not required for any action provided for in the approved and applicable annual budget or annual plan of Company. In addition, should the Chairman CEO be unavailable, if an emergency arises which requires the Executive to take immediate action in which approval as set forth in this Section would otherwise be required, the Executive is no longer bound by the limitations described above and is authorized to make a decision in the best interests of Company. The Executive will immediately inform the Chairman CEO in writing of any such decisions made by him.

Limitations on Authority. Except as otherwise provided herein, approval by the Chairman Bacou CEO must be obtained prior to the Executive taking any of the following actions on behalf of the Company: (a) Acquisition or disposition of real property or any rights deriving therefrom, or changing title in any such real property.; (b) Making unplanned capital expenditures or any commitment therefor in an amount greater than $10,000 for any individual expenditure and $50,000 in the aggregate in any fiscal year; (c) Borrowing or guaranteeing any borrowings from or on behalf of any party, or altering the terms of any loan agreements for such borrowings except for any such loans or borrowings as shall be agreed upon by the Board of Directors of Company; (d) Hiring, terminating, promoting or demoting executive personnel with annual salary in excess of $50,000 or granting unbudgeted raises, bonuses or other compensatory payments to any employee of the Company; (e) Promoting or hiring anyone to a position above the Manager level (i.e. to Director or above); (f) Granting retirement benefits or other non-earned income to any person; (gf) Modification of any qualified plan or other benefit plan, e.g., health insurance; (hg) Acquiring the assets or shares of any business; (ih) Acquiring or disposing of the assets or shares of the Company or selling any fixed asset of the Company below book value or writing off inventory of the Company with an aggregate book value exceeding $50,000 in any fiscal year; (ji) Entering into or terminating agreements of any kind or nature with a monthly financial obligation in excess of U.S. $5,000 for more than six (6) months except purchase orders for materials required for the manufacture of products for sale in the ordinary course of business; (kj) Making basic changes in the administration, organization, production, and distribution of Company or any of its affiliates, as well as closing or curtailing the functions of Company or any of its affiliates; (lk) Filing any lawsuit; (ml) Making cash or non-cash corporate contributions above the annually budgeted amount; (nm) When there is a large volume of sales, the making of decisions requiring both extraordinary risks and extraordinary expenditures; (on) Entering into any transaction on behalf of Company or its affiliates which is not in the usual course of its business; (po) Adoption or modification of the annual budget. Notwithstanding the foregoing, approval is not required for any action provided for in the approved and applicable annual budget or annual plan of Company. In addition, should the Chairman Bacou CEO be unavailable, if an emergency arises which requires the Executive to take immediate action in which approval as set forth in this Section would otherwise be required, the Executive is no longer bound by the limitations described above and is authorized to make a decision in the best interests of Company. The Executive will immediately inform the Chairman Bacou CEO of any such decisions made by him.

Limitations on Authority. Pursuant to the Bylaws of Company, the Executive and the Chairman of the Board of Directors or his designee shall constitute the Executive Committee of the Board. Except as otherwise provided herein, approval by the Chairman or the Executive Vice President of Bacou must be obtained prior to the Executive taking any of the following actions on behalf of the Company: (a) Acquisition or disposition of real property or any rights deriving therefrom, or changing title in any such real property. (b) Making unplanned capital expenditures or any commitment therefor therefore in an amount greater than $10,000 for any individual expenditure and $50,000 in the aggregate in any fiscal year; (c) Borrowing or guaranteeing any borrowings from or on behalf of any party, or altering the terms of any loan agreements for such 5 -------------------------------------------------------------------------------- Page 5 -------------------------------------------------------------------------------- borrowings except for any such loans or borrowings as shall be agreed upon by the Board of Directors of Company; (d) Hiring, terminating, promoting or demoting executive personnel with annual salary in excess of $50,000 or granting unbudgeted raises, bonuses or other compensatory payments to any employee of the Company50,000; (e) Promoting or hiring anyone to a position above the Manager level (i.e. to Director or above); (f) Granting retirement benefits or other non-earned income to any personindividual which is not available to all employees; (gf) Modification of any qualified plan or other benefit plan, e.g., health insurance; (hg) Acquiring the assets or shares of any businessanother Company or partnership; (ih) Acquiring or disposing of the assets or shares of the Company or selling any fixed asset of the Company below book value or writing off inventory of the Company with an aggregate book value exceeding $50,000 in any fiscal yearvalue; (ji) Entering into or terminating agreements of any kind or nature with a monthly financial obligation in excess of U.S. $5,000 for more than six (6) months except purchase orders for materials required for the manufacture of products for sale in the ordinary course of business; (kj) Making basic changes in the administration, organization, production, and distribution of Company or any of its affiliates, as well as closing or curtailing the functions of Company or any of its affiliates; (lk) Filing any lawsuit; (ml) Making cash or non-cash corporate contributions above the annually budgeted amount; (nm) When there is a large volume of sales, the making of decisions requiring both extraordinary risks and extraordinary expenditures; (on) Entering into any transaction on behalf of Company or its affiliates which is not in the usual course of its business; (po) Adoption or modification of the annual budget. Notwithstanding the foregoing, approval is not required for any action provided for in the approved and applicable annual budget or annual plan of Company. In addition, should the Chairman or Executive Vice President be unavailable, if an emergency arises 6 -------------------------------------------------------------------------------- Page 6 -------------------------------------------------------------------------------- which requires the Executive to take immediate action in which approval as set forth in this Section would otherwise be required, the Executive is no longer bound by the limitations described above and is authorized to make a decision in the best interests of Company. The Executive will immediately inform the Chairman and the Executive Vice President of Bacou USA, Inc. of any such decisions made by him.

Limitations on Authority. Pursuant to the Bylaws of the Company, the President and the Chairman of the Board of Directors or his designee shall constitute the Executive Committee of the Board. Except as otherwise provided herein, approval by the Chairman Executive Committee must be obtained prior to the Executive taking any of the following actions on behalf of the CompanyCompany or any of its affiliates: (a) Acquisition or disposition of real property or any rights deriving therefrom, or changing title in any such real property. (b) Making unplanned capital expenditures or any commitment therefor in an amount greater than $10,000 for any individual expenditure and $50,000 in the aggregate in any fiscal yeartherefore; (c) Borrowing or guaranteeing any borrowings from or on behalf of any party, or altering the terms of any loan agreements for such borrowings except for any such loans or borrowings as shall be agreed upon by the Board of Directors of CompanyBoard; (d) Hiring, terminating, promoting Hiring or demoting terminating executive personnel with annual salary in excess of $50,000 or granting unbudgeted raises, bonuses or other compensatory payments to any employee of the Company30,000; (e) Promoting or hiring anyone to a position above the Manager level (i.e. to Director or above); (f) Granting retirement benefits or other non-earned income to any personindividual which is not available to all employees; (gf) Modification of any qualified the pension plan or other benefit plan, e.g., health insurance; (hg) Acquiring the assets or shares of any businessanother company or partnership; (ih) Acquiring or disposing of the assets or shares of the Company or selling any fixed asset of the Company below book value or writing off inventory of the Company with an aggregate book value exceeding $50,000 in any fiscal yearits affiliates; (ji) Entering into or terminating agreements of any kind or nature with a monthly financial obligation in excess of U.S. $5,000 3,000 for more than six (6) months except purchase orders for materials required for the manufacture of products for sale in the ordinary course of businessmonths; (kj) Making basic changes in the administration, organization, production, and distribution of the Company or any of its affiliates, as well as closing or curtailing the functions of the Company or any of its affiliates; (lk) Filing any lawsuit; (m) Making cash or non-cash corporate contributions above the annually budgeted amount; (n) When there is a large volume of sales, the making of decisions requiring both extraordinary risks and extraordinary expenditures; (ol) Entering into any transaction on behalf of the Company or its affiliates which is not in the usual course of its business; (pm) Adoption or modification of the annual budget. Notwithstanding the foregoing, approval is not required for any action provided for in the approved and applicable annual budget or annual plan of Companythe Company and its affiliates. In addition, should the Chairman Executive Committee be unavailable, if an emergency arises which requires the Executive to take immediate action in which approval as set forth in this Section would otherwise be required, the Executive is no longer bound by the limitations described above and is authorized to make a decision in the best interests of the Company. The Executive will immediately inform the Chairman Executive Committee of any such decisions made by him.