1
[LETTERHEAD OF BACOU USA, INC.]
Exhibit 4(h)
October 24, 1997
Xxxxxx X. Xxxx
0 Xxxxxxxxxxx Xxxx
Xxxxxxx, XX 00000
Re: Third Amendment to Employment Agreement
Dear Phil:
Reference is made to that certain Employment Agreement between the Corporation
and you dated May 8, 1995, as amended by that certain First Amendment dated
June 30, 1995, and that certain Second Amendment dated December 31, 1995 (as
so amended, the "Employment Agreement"). Once agreed and accepted by you in the
space provided below, the Employment Agreement shall be amended by (i)
increasing the amount of annual Base Salary payable pursuant to Section 5(b)
thereof to $250,000 effective January 1, 1998, and (ii) effective for 1997 and
future years, changing Section 5(c) of the Employment Agreement to read as
follows:
"In addition to the Base Salary, the Employee shall be entitled to receive
an annual incentive compensation payment ("Incentive Compensation") in an
amount calculated as follows:
0.40% of Adjusted EBIT up to $10,000,000
0.45% of Adjusted EBIT over $10,000,000, up to $20,000,000
0.50% of Adjusted EBIT over $20,000,000, up to $30,000,000
0.55% of Adjusted EBIT over $30,000,000
"For purposes of this Agreement, Adjusted EBIT shall mean Bacou's earnings
before interest and taxes, as reported in its consolidated financial statements
for the calendar year for which the computation is made, increased to eliminate
the effects of the following: (i) amortization expense; and (ii) any
non-recurring charges (including but not limited to the non-recurring effects
of purchase accounting treatment of acquisitions such as inventory step-ups and
purchased research and development).
"Incentive Compensation shall be paid by Bacou for any year by the earlier
of ninety (90) days following the last day of such year or ten (10) days after
the amount of such Incentive Compensation has been calculated."
2
Xxxxxx X. Xxxx
October 24, 1997
Page 2
All other terms of the Employment Agreement shall remain unchanged and, subject
to the amendment contained herein, the Employment Agreement shall remain in
full force and effect.
Very truly yours,
/s/ X. Xxxxxx
-------------------
Xxxxxx Xxxxxx
President and CEO
Agreed and Accepted:
/s/ Xxxxxx X. Xxxx
------------------
Xxxxxx X. Xxxx
