Exhibit 2(c)
January 12, 1998
Xx. Xxxxxx X. Xxxxxx
Xxxxxx Xxxxxx Industries, Inc.
0000 Xxxxxxxxxx Xxxx
Xxx Xxxxx, XX 00000
Dear Xxxxxx:
Reference is made to that certain Asset Purchase Agreement between Bacou
USA Safety, Inc. and Xxxxxx X. Xxxxxx & Associates, Inc. dated as of December
31, 1997 (the "Agreement").
In connection with the negotiation and execution of the Agreement, we
reached certain additional agreements with respect to your future relationship
with Bacou, S.A. This letter is intended to memorialize those agreements.
As discussed, Bacou, S.A. will cause you to be elected as a member of the
Board of Directors of Bacou USA, Inc. for at least five years, provided that
Bacou, S.A. maintains its majority ownership interest in Bacou USA, Inc.
Further, this will confirm that, in my capacity as Chairman,
President and CEO of Bacou Engineering, S.A., I will vote for your election to
the Board of Directors of Bacou, S.A. and cause you to be so elected for at
least five years, provided that I maintain voting control over the selection of
directors of Bacou, S.A.
While serving as a director of Bacou, S.A., you will be entitled to receive
compensation and benefits at the same levels available to other directors of
Bacou, S.A., including the grant of stock options at such times, in such amounts
and at such prices as granted from time to time to the directors of Bacou, S.A.
If this letter accurately reflects our mutual understandings, please sign
this letter in the space indicated below.
Very truly yours,
BACOU, S.A.
By:/s/ Philippe Bacou
--------------------------------------------
Philippe Bacou
Chairman, President and CEO
BACOU ENGINEERING, S.A.
By:/s/ Philippe Bacou
--------------------------------------------
Philippe Bacou
Chairman, President and CEO
Accepted and agreed:
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
