[GRAPHIC OMITTED] memorandum
CONFIDENTIAL
To: Xxxxx Xxx
CC: Xxxx Xxxxxxxx
Xxxxx Xxxxxx
From: Xxxxxx Xxxxxx
Subject: Xxxxxx X. Xxxxxx Employment Agreement
Date: December 10, 1997
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I have enjoyed serving in the role of the U.S. Group President since the U.S.
reorganization program announced on April 1, 1997. This is notice of my
employment termination date of January 31, 1998.
Per my previous memo of September 25, 1997, I am terminating 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) and, as a result of
such termination, I will be entitled to certain payments and benefits specified
by that Section, except as expressly provided in the following paragraph of this
Memorandum. Upon the termination of 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 and to 5,441 phantom stock units.)
I acknowledge that the Company has paid me a bonus of $100,000 on December 5,
1997. This bonus payment is in lieu of any further bonus payments which may
become due pursuant to my Employment Agreement (including the bonus payments
specified by Sections 4(d)(i) and 4(d)(ii) thereof) or my Severance Agreement
dated January 3, 1995 upon the event of my termination of employment.
Memorandum to Xxxxx Xxx
December 10, 1997
Page Two
I have thoroughly enjoyed my eight years with Xxxx and wish you and the Company
the best of luck in the future. Please acknowledge receipt and acceptance of
this notice of termination of employment by executing this Memorandum in the
space provided below and return a copy thereof to me.
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Xxxxxx X. Xxxxxx
Acknowledged and agreed:
BELL SPORTS CORP.
BELL SPORTS, INC.
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By: Xxxxx X. Xxx
