EXHIBIT 10.1
DSL GROUP LIMITED
XXXXXXXXX XXXXX
00-00 XXXXXXXXXX XXXX
XXXXXX XX0X 0XX
30th September 0000
Xxxxxx Xxxxxxxx, Xxx.
Redhall
00 Xxxx Xxxxxx
Xxxxxxxxxx
Xxxx Xxxxxxxxx
Xxxxxxx XX00 0XX
Dear Xxxxxx,
I am writing to confirm the terms and conditions which have been agreed between
us concerning your departure from DSL Group Limited ("the Company"). We have
agreed the following:
1. Your employment by the Company terminated by mutual consent with effect
from 5th September 1997 ("the Termination Date").
2. After signing this letter of agreement, you will resign as a Director of
the Company and all its subsidiary companies and as a Trustee of the DSL
Group 1995 Pension Fund by signing the letters attached marked A and B.
3.1 The provision of this clause apply to the 87,613 shares of Common Stock of
AHI in the name of Xxxxxxxx Xxxxxxxx over which you have an option
pursuant to the Option Deed ("the Xxxxxxxx shares").
3.2 On signing this letter of agreement, you will execute and delivery to AHI
a power of attorney in the form attached marked C (the "Power of
Attorney").
3.3 AHI will advance to you the sum of US$50,000:
(a) On the signing of this letter agreement; and
(b) On 31st December 1997, unless the Xxxxxxxx shares have been sold before
that date;
each and any which sums are referred to in this letter as "the Advance".
3.4 Unless the Xxxxxxxx shares have been previously sold in whole or in part
in sufficient amount so that pursuant to clause 3.5 below Xxxxxxxx shall
have received US $520,000 as soon as practicable following the date hereof
and in any event no later than 31 December 1997, AHI agrees to file with
and use its best efforts on or before 5th April 1998 to cause to be
declared effective by the U.S. Securities and Exchange Commission an
appropriate registration statement under the Securities Act of 1933, as
amended (the "Registration Statement"), which Registration Statement shall
include the Xxxxxxxx shares.
3.5 As and when the Xxxxxxxx shares are sold, you shall pay to AHI, or direct
the Attorney (as defined in the Power of Attorney) to pay to AHI, out of
the net proceeds received from such sales such amounts as shall be
sufficient to repay in full the Advance. After the repayment by you of the
Advance to AHI, you shall retain out of the sum received from the sales of
the Xxxxxxxx shares the sum of US $520,000, or, if less, the net proceeds
of sale thereof. As consideration for the obligations of AHI under this
clause 3 and of the release contained in clause 4 below, you agree to pay
to AHI, or direct the Attorney (as defined in the Power of Attorney), to
pay to AHI, a fee equal to the net proceeds of the sale of the Xxxxxxxx
shares that are in excess of US $520,000.
3.6 If the Xxxxxxxx shares have not been sold on or before 5th April 1998,
then on that date you will repay the Advance to AHI.
4. In consideration of the fee payable by you under clause 3.5, AHI hereby
releases you from all your obligations under clause 5 of the Acquisition
Agreement in respect of the Warranties contained in that Agreement.
5. You hereby acknowledge, warrant and represent to AHI and to the Company
(for itself and as trustee for AHI) that to the best of your knowledge and
belief there are no subsisting facts or matters which would permit AHI to
make a claim against any of the Warrantors for breach of any Warranty.
6. You acknowledge and confirm that it is expressly agreed between us that
the provisions of clauses 12 and 13 and Schedule 2 to the Service
Agreement remain in full force and effect and undertake that you will
comply with those provisions in all respects.
7. In consideration of the obligations of the Company and AHI under this
letter agreement, you undertake to the Company for itself and as trustee
for AHI:
(a) not in make, publish or otherwise communicate any misleading,
disparaging or derogatory statement, whether in writing or otherwise
concerning any group Company, or its respective officers or employees
which is calculated to damage the reputation of any Group Company, its
officers or senior employees or which you are aware or ought reasonably
to be aware is likely to cause material damage to or damage or lower the
reputation of any Group Company or its officers or employees.
(b) not to have any contact with or make any statement to the media relating
to your involvement with any Group Company or your departure from the
Company and to refer any enquires you may receive from the media in
relation to such matters to the Chief Executive Officer of AHI.
(c) to keep the terms of this letter strictly private and confidential and
not to disclose, communicate or otherwise make public the same to anyone
save, in confidence, to your professional advisers or the relevant tax
authorities and otherwise as may be required to be disclosed by law.
8. You undertake that at the cost and expense of the Company and at a rate of
recompense of (pound)500 plus VAT per day or part thereof and in addition
appropriate travel/accommodation expenses you will provide each Group
Company with such information and assistance as the respective officers or
employees may reasonably request from time to time relating to matters
within your knowledge of
their business and affairs including if necessary giving evidence as a
witness in any legal proceedings relating to matters which occurred while
you were employed by the Company.
9. You undertake to the Company to return forthwith all property and
documents which you have belonging to the Company and not to retain any
copies thereof whether in hard copy form or otherwise.
10. You accept the arrangements obligations undertaken by the Company and AHI
in this letter agreement in full and final settlement of any claims you
have or may have arising out of your employment, its termination or
otherwise including any claims under statute of E.C. law save for any
accrued pension right or industrial injury claim (you however hereby
acknowledge that you are not aware of any claims which you may have
against the Company, its shareholders, officers and employees in relation
to industrial injury claims) which you may have against the Company and
its shareholders, officers and employees (as to which no admission is
made).
11. You undertake that you have not presented or posted to the offices of the
Industrial Tribunal an Originating Application or Issued a High Court Writ
or County Court Summons in respect of any claim whatsoever arising out of
your employment or its termination and that you will not do any of those
things.
12. You acknowledge that the Company and AHI have entered into this agreement
in reliance on the undertakings and warranties given by you and that
without prejudice to any other right or remedy of the Company and/or AHI
herein the event of any material breach of such undertakings or warranties
the Advance shall be repaid by you to the Company forthwith and in the
event of default shall be recoverable by the Company as a bet.
13. In this Agreement:
(a) the "Service Agreement" means and agreement dated 16th April 1997 made
between the Company (1) and you (2) and Armor Holdings, Inc. (3);
(b) the "Option Deed" means a deed dated 14th April 1997 made between
Xxxxxxxx Xxxxxxxx (1) you (2) and the Company (3);
(c) terms and expressions used in this letter agreement have the same
meaning as in the Service Agreement and (where applicable) in the
Acquisition Agreement.
14. To indicate your agreement to the matters mentioned above, please sign,
date and return to me the enclosed copy of this letter agreement whereupon
it shall constitute a legally binding agreement subject to English law
between the Company, AHI and yourself. Any dispute relating to this letter
agreement shall be subject to the non-exclusive jurisdiction of the Courts
of England.
Yours faithfully,
Duly authorized for and on behalf of DSL Group Limited
/s/ Xxxxxxx Xxxxxxx
--------------------------------
Xxxxxxx Xxxxxxx
Director
Accepted and Agreed on
behalf of Armor Holdings, Inc.
/s/ Xxxxxxxx X. Xxxxxxx Dated October 1, 1997
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Director, President & CEO
Accepted and agreed
/s/ Xxxxxx Xxxxxxxx Dated October 1, 1997
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Xxxxxx Xxxxxxxx
