Exhibit 2(b)
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 our negotiation of the Agreement, we have discussed
certain additional matters which this letter agreement shall memorialize. First,
this will confirm that the Board of Directors of Bacou USA, Inc. shall vote to
make you a director of Bacou USA, Inc. effective upon the Closing. As a director
of Bacou USA, Inc., you will be entitled to compensation and benefits at the
same rates and amounts applicable generally to outside directors of Bacou USA,
Inc. As with all directors of Bacou USA, Inc., you will be subject to
re-election annually and your continued election to the Board of Directors will
be determined by a vote of its shareholders in their discretion.
In connection with your Consulting Agreement, you will be granted options
to purchase up to 50,000 shares of common stock, $.001 par value, of Bacou USA,
Inc. at a price of $17.00 per share and such option shall remain exercisable for
a period of ten years from the date of grant, which shall be the Closing Date
under the Agreement.
Finally, we understand that you recently formed a new company named Xxxxxx
Xxxxxx Enterprises, Inc. ("HLE") which will manufacture polyurethane
pre-polymer, the raw material used in the production of foam earplugs by Xxxxxx
X. Xxxxxx & Associates, Inc. ("HLI") and currently purchased from Hampshire
Chemicals. This will confirm that Bacou USA Safety, Inc. will enter into a
Supply Agreement with HLE pursuant to which Bacou USA Safety, Inc. agrees to
purchase its requirements for polyurethane pre-polymer from HLE for a period of
five years provided that the quality and price of such raw material are
equivalent to that which is then used by HLI and available from third party
suppliers.
If this letter accurately reflects our mutual understandings of all of the
additional agreements between Bacou USA, Inc. and Xxxxxx X. Xxxxxx other than
the Agreement and the Collateral Agreements, please sign this letter in the
space indicated below.
Very truly yours,
BACOU USA, INC.
By: /s/ Xxxxxx Xxxxxx
--------------------------------
Xxxxxx Xxxxxx
By: /s/ Xxxxxx X. Xxxx, Xx.
--------------------------------
Xxxxxx X. Xxxx, Xx.
Accepted and Agreed:
/s/ Xxxxxx X. Xxxxxx
-------------------------
Xxxxxx X. Xxxxxx
