Memorandum to Xxxxx Xxx
September 25, 1997
MEMORANDUM -- CONFIDENTIAL
TO: Xxxxx Xxx
CC: Xxxx Xxxxxxxx
Xxxxx Xxxxxx
FROM: Xxxxxx Xxxxxx
DATE: September 25, 1997
RE: Xxxxxx X. Xxxxxx
Employment Agreement
I am documenting our mutual understanding with respect to my Employment
Agreement (copy attached). In conjunction with the U.S. reorganization program
announced on April 1, 1997, the Scottsdale Corporate Office has been downsized
and most Corporate functions, including the CFO function, have been relocated to
San Xxxx.
To help facilitate the Company's reorganization program, I have agreed to serve
as U.S. Group President in San Xxxx. Commuting costs to San Xxxx and temporary
living costs while there will continue to be reimbursed by the Company for this
period.
By signing below, Bell Sports Corp. and Bell Sports, Inc. (collectively, the
"Company") acknowledge and agree that I continue to have the right to terminate
my employment pursuant to Section 4(e)(i) of my Employment Agreement for "Good
Reason" (as defined in Section 4(e)(ii)(E) of my Employment Agreement) at any
time during the term of my Employment Agreement and that my service as U.S.
Group President has not waived, and will not waive, my right to do so. At such
time as I may elect to terminate my employment pursuant to Section 4(e)(i), I
will receive the payments and benefits specified by that Section, except as
expressly provided in the following paragraph of this Memorandum. If I elect to
terminate my employment pursuant to Section 4(e)(i), consistent with past
practice for severed employees, my stock options will fully vest and remain
exercisable through the severance period (the two-year period commencing on my
termination of employment) and for 90 days thereafter. In addition, my unvested
restricted stock grants and phantom stock units as of the date of my termination
of employment would become fully vested. (This would apply to options to
purchase 2,361 shares if they do not otherwise become vested on February 27,
1998 and to 5,441 phantom stock units if they do not otherwise vest on August
28, 1998 and August 28, 1999).
Memorandum to Xxxxx Xxx
September 25, 1997
Page Two
The Company also acknowledges that if I do not elect to terminate my employment
prior to December 1, 1997 then the Company shall pay me $100,000 by December 15,
1997. Such payment shall be in lieu of any further bonus payments which may
become due pursuant to my Employment Agreement or my Severance Agreement dated
January 3, 1995 in the event of my termination of employment.
Except as expressly provided in the preceding paragraph of this Memorandum, the
understandings set forth herein are not intended to limit or affect any of my
rights under my Employment Agreement or my Severance Agreement and, except as
expressly provided in the preceding paragraph, shall be in addition to, and not
in limitation of, any rights I may have under my Severance Agreement. This
Memorandum supersedes my Memorandum to you dated April 4, 1997, which Memorandum
shall have no further force or effect.
Xxxxx, I look forward to the continuing challenges of the U.S. President's role
and expect that I can continue to have a meaningful impact on the operations of
the business. If the foregoing is consistent with our mutual understanding,
please acknowledge the Company's acceptance of this arrangement by executing
this Memorandum in the space provided below and returning a copy thereof to me.
/s/ Xxxxxx X. Xxxxxx
Acknowledged and agreed:
BELL SPORTS CORP.
BELL SPORTS, INC.
By: /s/ Xxxxx X. Xxx
----------------------
Xxxxx X. Xxx
XXX/er
