4) the failure of the Company or the Subsidiary to (i) continue in effect any employee benefit plan or compensation plan in which the Executive is participating immediately prior to such Change in Control, unless the Executive is permitted to...Severance Agreement • January 27th, 1998 • Bell Sports Corp • Sporting & athletic goods, nec • California
INDENTUREIndenture • August 21st, 1998 • Bell Sports Corp • Sporting & athletic goods, nec • New York
STOCK OPTION AGREEMENT ---------------------- This Stock Option Agreement (this "Option Agreement"), dated as of April 28, 1997, is made by and between Brunswick Corporation, a Delaware corporation ("Brunswick"), and Bell Sports Corp., a Delaware...Stock Option Agreement • May 13th, 1997 • Bell Sports Corp • Sporting & athletic goods, nec • Delaware
AMONGMerger Agreement • June 20th, 2000 • Bell Sports Corp • Sporting & athletic goods, nec • Delaware
2 3 Purchase. If the Expiration Date is not a Business Day, then this Warrant may be exercised on the next succeeding Business Day.Common Stock Purchase Warrant • August 21st, 2000 • Bell Sports Corp • Sporting & athletic goods, nec • Delaware
July 5, 2000 PERSONAL & CONFIDENTIAL Bill Bracy Bell Sports, Inc. 6350 San Ignacio San Jose, California 95119 Re: Separation Agreement Dear Bill, This Letter Agreement ("Agreement") sets forth the terms and conditions of your separation from Bell...Separation Agreement • August 25th, 2000 • Bell Sports Corp • Sporting & athletic goods, nec
EXECUTION COPY AMENDED AND RESTATED EMPLOYMENT AGREEMENT ----------------------------------------- THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of February 17, 1998 and effective as of and simultaneous with the Merger (the "Effective...Employment Agreement • May 12th, 1998 • Bell Sports Corp • Sporting & athletic goods, nec • Illinois
AGREEMENT ---------Escrow Agreement • May 13th, 1997 • Bell Sports Corp • Sporting & athletic goods, nec
2. Position; Duties; Responsibilities. The Company shall employ the Executive as the Senior Vice President, Chief Financial Officer, Treasurer and Secretary of the Holding Company and the Operating Company. The Executive's principal office for the...Employment Agreement • May 13th, 1997 • Bell Sports Corp • Sporting & athletic goods, nec • Illinois
AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment dated as of August 29, 1997, effective as of July 1, 1997, to Employment Agreement dated April 11, 1997 (the "Employment Agreement") is entered into among Mary J. George (the "Executive"), Bell Sports...Employment Agreement • September 26th, 1997 • Bell Sports Corp • Sporting & athletic goods, nec
EXHIBIT 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, dated as of August 11, 2000 and effective as of and simultaneous with the Merger (the "Effective Date"), is among RICHARD S. WILLIS (the "Executive"), Bell Sports Corp., a Delaware...Employment Agreement • August 21st, 2000 • Bell Sports Corp • Sporting & athletic goods, nec • Delaware
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 21st, 2000 • Bell Sports Corp • Sporting & athletic goods, nec
1 EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, dated as of August 11, 2000 and effective as of and simultaneous with the Merger (the "Effective Date"), is among MARY J. GEORGE (the "Executive"), Bell Sports Corp., a Delaware...Employment Agreement • August 21st, 2000 • Bell Sports Corp • Sporting & athletic goods, nec • Delaware
1 EXHIBIT 4.2 INVESTMENT AGREEMENTInvestment Agreement • August 21st, 2000 • Bell Sports Corp • Sporting & athletic goods, nec • New York
1 FORM OF NOTENote Agreement • August 21st, 2000 • Bell Sports Corp • Sporting & athletic goods, nec
The Executive shall be awarded restricted phantom stock units as described in this Section 3(c)(i) for each dollar amount set forth above under "Stock Price" which is exceeded as described above, notwithstanding that more than one such dollar amount...Employment Agreement • May 13th, 1997 • Bell Sports Corp • Sporting & athletic goods, nec • Illinois
REVOLVING CREDIT AND TERM LOAN AGREEMENT Dated as of August 11, 2000 by and among BELL SPORTS, INC. (the "Borrower") andRevolving Credit and Term Loan Agreement • August 21st, 2000 • Bell Sports Corp • Sporting & athletic goods, nec • Massachusetts
BACKGROUNDManufacturing Agreement • November 10th, 1998 • Bell Sports Corp • Sporting & athletic goods, nec • Illinois
4) the failure of the Company or the Subsidiary to (i) continue in effect any employee benefit plan or compensation plan in which the Executive is participating immediately prior to such Change in Control, unless the Executive is permitted to...Noncompetition Agreement • January 27th, 1998 • Bell Sports Corp • Sporting & athletic goods, nec • Illinois
BELL SPORTS CORP.Severance Agreement • January 27th, 1998 • Bell Sports Corp • Sporting & athletic goods, nec • Delaware
2.2. Directorship. The Company shall take all actions reasonably necessary to elect the Executive to the Board of Directors of the Holding Company and the Operating Company and to maintain the Executive's position as a director during the Employment...Employment Agreement • May 12th, 1998 • Bell Sports Corp • Sporting & athletic goods, nec • Arizona
SIDLEY & AUSTIN A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONSStock Purchase Agreement • March 6th, 1997 • Bell Sports Corp • Sporting & athletic goods, nec
U.S. $60,000,000 AMENDED AND RESTATED MULTICURRENCY CREDIT AGREEMENT DATED AS OF APRIL 28, 1997Multicurrency Credit Agreement • May 13th, 1997 • Bell Sports Corp • Sporting & athletic goods, nec • Illinois
April 28, 1997 Brunswick Corporation 1 North Field Court Lake Forest, Illinois 60045-4811 Ladies and Gentlemen: Reference is made to the Asset Purchase Agreement dated April 1, 1997 (the "Asset Purchase Agreement"), among Brunswick Corporation...Asset Purchase Agreement • May 13th, 1997 • Bell Sports Corp • Sporting & athletic goods, nec
EXHIBIT 10.4 AMENDED AND RESTATED COLLATERAL PLEDGE AGREEMENT THIS AMENDED AND RESTATED COLLATERAL PLEDGE AGREEMENT ("Agreement") is made this 11th day of August 2000, by and among Mary George, a resident of the State of California ("Pledgor"), and...Collateral Pledge Agreement • August 21st, 2000 • Bell Sports Corp • Sporting & athletic goods, nec
SECOND AMENDMENT TO STOCKHOLDERS RIGHTS AGREEMENT ------------------------------------------------- SECOND AMENDMENT dated as of February 17, 1998 (this "Amendment") to Stockholders Rights Agreement dated as of September 22, 1994, as amended by First...Stockholders Rights Agreement • February 23rd, 1998 • Bell Sports Corp • Sporting & athletic goods, nec • Delaware
WITNESSETH:Noncompetition and Nonsolicitation Agreement • August 21st, 2000 • Bell Sports Corp • Sporting & athletic goods, nec • Delaware
PHANTOM STOCK UNIT AGREEMENT ---------------------------- PHANTOM STOCK UNIT AGREEMENT dated as of September 23, 1997, effective as of August 28, 1997 (the "Effective Date"), between Bell Sports Corp., a Delaware corporation (the "Company"), and Linda...Phantom Stock Unit Agreement • September 26th, 1997 • Bell Sports Corp • Sporting & athletic goods, nec • Illinois
AGREEMENT ---------Warehouse Services Agreement • May 13th, 1997 • Bell Sports Corp • Sporting & athletic goods, nec • Illinois
AMONGSecurities Agreement • August 21st, 2000 • Bell Sports Corp • Sporting & athletic goods, nec • Delaware
Memorandum to Terry Lee September 25, 1997 MEMORANDUM -- CONFIDENTIAL TO: Terry Lee CC: Phil Matthews Linda Bounds FROM: Howard Kosick DATE: September 25, 1997 RE: Howard A. Kosick Employment Agreement I am documenting our mutual understanding with...Employment Agreement • September 26th, 1997 • Bell Sports Corp • Sporting & athletic goods, nec
GRAPHIC OMITTED] memorandum CONFIDENTIAL To: Terry Lee CC: Phil Matthews Linda Bounds From: Howard Kosick Subject: Howard A. Kosick Employment Agreement Date: December 10, 1997 I have enjoyed serving in the role of the U.S. Group President since the...Employment Agreement • January 27th, 1998 • Bell Sports Corp • Sporting & athletic goods, nec
ARTICLE 1Merchandise Sourcing Agreement • May 11th, 1999 • Bell Sports Corp • Sporting & athletic goods, nec
FIRST AMENDMENT TO AGREEMENT AND PLAN OF RECAPITALIZATION AND MERGER -------------------------------------------------Agreement and Plan of Recapitalization and Merger • April 9th, 1998 • Bell Sports Corp • Sporting & athletic goods, nec
1 EXHIBIT 4.5 SECURITIES HOLDERS AND REGISTRATION RIGHTS AGREEMENTSecurities Holders and Registration Rights Agreement • August 21st, 2000 • Bell Sports Corp • Sporting & athletic goods, nec • Delaware
