December 10, 2001
Armor Holdings, Inc.
0000 Xxxxx Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxxxx, XX 00000
Re: Lock-Up Agreement
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Dear Sirs:
The undersigned, Xxxxxx X. Xxxxxxx, a director of Armor Holdings, Inc.,
a Delaware corporation (the "Company"), in recognition of the benefit that this
letter agreement will confer upon the Company and undersigned, as a director
and/or stockholder of the Company, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned agrees with the Company that from the date hereof until the date of
the Company's 2002 annual meeting of stockholders, the undersigned will not,
without the prior written consent of the Chairman of the Board of Directors of
the Company, directly or indirectly, other than pursuant to the (i) currently
proposed public offering of the Company's common stock, par value $.01 per share
(the "Common Stock"), (ii) receipt of stock options from the Company, or (iii)
exercise of the Company's stock options (but not sale of shares underlying such
options), (x) offer, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant for the sale of, or otherwise dispose of or transfer any shares of the
Company's Common Stock or any securities convertible into or exchangeable or
exercisable for Common Stock, whether now owned or hereafter acquired by the
undersigned or with respect to which the undersigned has or hereafter acquires
the power of disposition, or cause to be filed any registration statement under
the Securities Act of 1933, as amended, with respect to any of the foregoing or
(y) enter into any swap or any other agreement or any transaction that
transfers, in whole or in part, directly or indirectly, the economic consequence
of ownership of the Common Stock, whether any such swap or transaction is to be
settled by delivery of Common Stock or other securities, in cash or otherwise.
Very truly yours,
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