exv10w1



 







Exhibit 10.1




AGREEMENT




     This Agreement is made by and between William N. Fry (the “Executive”) and Easton-Bell
Sports, Inc. (the “Company”) concerning the terms and conditions of his employment as of the
Closing Date, as such term is defined in the Stock Purchase Agreement dated as of February 1, 2006,
by and between Riddell Bell Holdings, Inc. and Jas. D. Easton, Inc. (the “Easton Agreement”), until
such time as this Agreement is replaced by a formal employment contract incorporating the terms set
forth below and such further detail and other terms, not inconsistent herewith, as are common to
Fenway Partners agreements for comparable executive positions. This Agreement supercedes the
employment agreement between Executive and the Company that was effective September 30, 2004 (the
“Prior Agreement”) in accordance with the terms hereof.



	 	 	 
	Start Date:

	 	As of the Closing Date, March 16, 2006.
	 
	 	 
	Positions:

	 	President of the Company and President of the Action
Sports division thereof.
	 
	 	 
	Directorship:

	 	Membership on Board of Directors of the Company (the
“Board”) following the first anniversary of the Closing
Date, provided that the Executive is still employed by
the Company, or sooner if the Executive waives his right
to terminate his employment on the first anniversary of
the Closing Date.
	 
	 	 
	Term:

	 	Initial three year term from the Closing Date,
automatically renewing for successive terms of one year
each.
	 
	 	 
	Reports:

	 	To the CEO.
	 
	 	 
	Duties:

	 	Duties and responsibilities of his positions and other
duties and responsibilities, reasonably consistent
therewith, as may be assigned from time to time by the
CEO or by the Board or a committee thereof.
	 
	 	 
	Salary:

	 	$500,000, to be reviewed annually by the compensation
committee of Board and subject to increase, but not
decrease, in the discretion of such committee or the
Board.
	 
	 	 
	Annual Bonus:

	 	An annual bonus opportunity with a target bonus of 80% of
salary for achievement of the annual business plan and
with the potential for the bonus to exceed target if
achievement exceeds plan, all as approved by the
compensation committee of the Board, after consultation
with the CEO.
	 
	 	 
	Retention Bonus:

	 	Retention bonus in the amount of $1.2Million, with first
$200K payable 30 days following the Closing Date; $400K
payable on the






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	 	first anniversary of the Closing Date; and the remaining $600K payable
on the second anniversary of the Closing Date. The Executive must be
employed on each payment date to be eligible to receive the payment
due on that date, unless his employment has terminated as a result of
death or has been terminated by the Company other than for Cause, in
which event the Company will pay any remaining installments of the
retention bonus to the Executive or his estate, as applicable, when
they would have been payable had his employment continued, but
subject, in the case of a termination other than for Cause, to the
Executive’s signing of an effective and timely release of claims in
the form provided by the Company (a “Release”) and his compliance with
the restrictive covenants and other obligations which survive
termination (the “Surviving Obligations”). In the event that the
Executive exercises his one-time right to terminate for Good Reason on
the first anniversary of the Closing Date, as set forth below, he will
be considered employed on that first anniversary for the purpose of
his entitlement to the $400K retention bonus payable on that date,
provided he gives timely notice of termination and continues
employment through that first anniversary.
	 
	 	 
	Equity Participation:

	 	On the Closing Date, the Executive elected, by
written notice, to cash out 50% of his A Units at
the transaction price.
	 
	 	 
	 

	 	On the Closing Date, the following B Units held by
Executive were vested and cashed out at the
transaction price: (i) 25% of the B Units subject to
time vesting and (ii) 40% of the B Units subject to
EBITDA performance vesting.
	 
	 	 
	 

	 	211,400 B Units that remained unvested on the Closing Date were
cancelled on that date and the B Units that remained unvested on the
Closing Date (i.e., 3,762,970.944 B Units) were rolled into, and
became subject to, the new Management Equity Incentive Compensation
Plan as in effect from time to time (the “Plan”).
	 
	 	 
	Benefits:

	 	Unchanged from the Prior Agreement.
	 
	 	 
	Perquisites Defined:

	 	Unchanged from the Prior Agreement.
	 
	 	 
	Vacation:

	 	Unchanged from the Prior Agreement.
	 
	 	 
	Business Expenses:

	 	Unchanged from the Prior Agreement.
	 
	 	 
	Relocation Expenses:

	 	In the event that the Executive, at the request or
otherwise with the consent of the Company, elects to
relocate within reasonable commuting distance of the
Company’s headquarters in Van Nuys, CA or its Action
Sports division in Santa Cruz, CA while his






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	 	employment hereunder continues, and provided that he has not given or
received notice of termination, the Company will pay or reimburse the
reasonable cost of relocating his family and household goods in
accordance with Company policy in effect at that time and subject to
such reasonable documentation and substantiation as the Company may
require; provided, however, that the Executive’s eligibility for such
payment or reimbursement shall apply only to a single relocation
(i.e., one that occurs contemporaneously with the Executive’s
commencement of work at the California offices designated by the
Company as the Executive’s principal worksite or, at Executive’s
election, at a later time that is convenient for his family to
relocate; provided, however, that the Company will not be obligated to
reimburse any relocation expenses incurred more that 12 months after
Executive’s own relocation or after notice of termination has been
given by Executive or the Company.)
	 
	 	 
	Termination and
	 	 
	Separation Benefits:

	 	Death: As provided in the Prior Agreement plus (A)
any portion of the retention bonus that remains
unpaid, payable in accordance with the terms set
forth above and (B) the right of the executor or
administrator of Executive’s estate to put the
Executive’s vested new B Units to the Company at 100%
of FMV provided he/she does so within 120 days
following the date of termination with payment by the
Company by cash or promissory note in accordance with
those provisions governing the purchase and sale of
management units contained in the Easton-Bell Sports,
LLC Second and Restated Limited Liability Company
Agreement as amended from time to time (or any
successor corporate governance document) and/or as
required by the terms of the senior credit agreement
and indenture. Equity otherwise per Plan.
	 
	 	 
	 

	 	Disability: As provided in the Prior Agreement plus
the Executive may put his vested new B Units to the
Company at 100% of FMV, provided he does so within
120 days following the date of termination, with
payment by the Company by cash or promissory note in
accordance with those provisions governing the
purchase and sale of management units contained in
the Easton-Bell Sports, LLC Second Amended and
Restated Limited Liability Company Agreement as
amended from time to time (or any successor corporate
governance document) and/or as required by the terms
of the senior credit agreement and indenture. Equity
otherwise per Plan.
	 
	 	 
	 

	 	By the Company for Cause or by the Employee other
than for Good Reason: Unchanged from the Prior
Agreement.






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	 	By the Company other than for Cause: (A) Section 4.5
(a) of the Prior Agreement is replaced with the
following: 24 months of severance pay which in first
12 months will be equal to 1/12 of the sum of salary
plus bonus (as specified below) and in months 13
through 24 will be equal to 1/12 of salary. For
termination occurring prior to
2nd anniversary of
Start Date, bonus component of severance pay will be
same as 2005 bonus and thereafter bonus component
will be bonus earned in year prior to year in which
termination occurs. No offset for other earnings.
(B) Provisions per Section 4.5 (b) through Section
4.5(f) of Prior Agreement unchanged. (C) With respect
to new B Units subject to time vesting, (i) if
termination occurs on or before the first anniversary
of the Closing Date, accelerated vesting of new B
Units that would have vested on the first anniversary
of the Closing Date; (ii) if termination occurs
during months 13 through 18 following the Closing
Date, accelerated vesting of new B Units that would
have vested on the second anniversary of the Closing
Date; (iii) if termination occurs during months 19
through 24, accelerated vesting of new B Units that
would have vested on the second anniversary of the
Closing Date only if the Company is on track to
achieve the business plan as of date termination
occurs. (D) Executive may put his vested new B Units
to the Company at 75% of FMV, provided he does so
within 120 days following the date of termination
with payment by the Company by cash or promissory
note in accordance with those provisions governing
the purchase and sale of management units contained
in the Easton-Bell Sports, LLC Second Amended and
Restated Limited Liability Company Agreement as
amended from time to time (or any successor corporate
governance document) and/or as required by the terms
of the senior credit agreement and indenture. All of
the foregoing is subject to an effective and timely
Release and compliance with Surviving Obligations.
Equity otherwise per Plan.
	 
	 	 
	 

	 	By Executive for Good Reason: Definition of Good Reason unchanged
from Prior Agreement, except as provided in the two paragraphs
immediately following. Required notice within 60 days unchanged from
Prior Agreement. In the event of termination for Good Reason,
Executive shall be entitled to the payments and benefits specified in
(A) and (B) under heading “By the Company other than for Cause” above.
Also, Executive may put his vested new B Units to the Company at 100%
of FMV, provided he does so within 120 days following the date of
termination with payment by the Company by cash or promissory note in
accordance with those provisions governing the purchase and sale of
management units contained in the Easton-Bell Sports, LLC Second
Amended and Restated Limited Liability Company Agreement as amended
from






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	 	time to time (or any successor corporate governance document) and/or
as required by the terms of the senior credit agreement and indenture.
All of the foregoing is subject to an effective and timely Release and
compliance with Surviving Obligations. Equity otherwise per Plan.
	 
	 	 
	 

	 	Notwithstanding anything to the contrary contained in this Agreement,
it is agreed as follows: (i) In the event that the Company, after
consultation with the Executive, determines that the responsibilities
of the Executive, as President of the Company, are best performed from
either the Company’s headquarters in Van Nuys, CA or its Action Sports
division in Santa Cruz, CA, the Company may request that the Executive
so relocate, but shall not do so until after the first anniversary of
the Closing. (ii) In the event that the Company makes such a request
for relocation, the Company shall provide the Executive a period of at
least 90 days to consider whether or not to so relocate. (iii) In the
event that the Executive decides to decline relocation, so long as he
provides such reasonable transition as the Company may request, he
shall be entitled to resign for Good Reason on the same terms and
conditions as are provided in the event of the Executive’s termination
for Good Reason on the first anniversary of the Closing Date, as set
forth in the paragraph immediately following. For purposes of this
provision, “relocation” shall mean the Executive’s relocation of his
principal worksite to, and regular day-to-day provision of services
from, the California offices designated by the Company and the
Executive’s contemporaneous establishment of his residence within a
reasonable commuting distance at that location. For the avoidance of
doubt, if the Executive elects to relocate his office and personal
residence, but not his family, to California, he will be responsible
for any resulting incremental expenses (e.g., travel expenses for
family visits and the expenses of maintaining two households).
	 
	 	 
	 

	 	Good Reason shall include the Executive’s one-time right to terminate
on the first anniversary of the Closing Date, with at least 60 days’
prior notice, based on his good faith determination that his position
and reporting relationship are unsatisfactory to him. Subject to an
effective and timely Release and compliance with Surviving
Obligations, Executive will be entitled to (A) severance pay for 24
months at 1/12 of his salary per month with offset for other earnings
attributable to the period of months 13 through 24 inclusive, (B)
benefits as set forth in Section 4.5 (b) through Section 4.5 (f) of
the Prior Agreement and (C) Executive may put his vested new B Units
(including any B Units that vest on the first anniversary of the
Closing Date) to the Company at 100% of FMV, provided he does so
within 120 days following the date of termination with payment by the
Company by cash or promissory note in accordance with those






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	 	provisions governing the purchase and sale of management units
contained in the Easton-Bell Sports, LLC Second Amended and Restated
Limited Liability Company Agreement as amended from time to time (or
any successor corporate governance document) and/or as required by the
terms of the senior credit agreement and indenture. Equity otherwise
per Plan. Executive also shall be entitled to receive any Annual
Bonus payable to him for 2006, whether or not the date for
distribution of annual bonuses to Company executives generally has
occurred, provided that Executive gives timely notice of his
termination for Good Reason hereunder and continues employment through
the first anniversary of the Closing Date.
	 
	 	 
	 

	 	Termination by Executive for Good Reason or by Company other than for
Cause following Change of Control: Unchanged from Prior Agreement.
Definition of Change of Control unchanged from Prior Agreement.
	 
	 	 
	Confidentiality,

Inventions,

Restrictive
	 	 
	Activities, Remedies:

	 	Unchanged from Prior Agreement.
	 
	 	 
	Conflicting
Agreements,
	 	 
	Insurance, Expenses:

	 	Unchanged from Prior Agreement
	 
	 	 
	Governing Law:

	 	Texas.
	 
	 	 
	Miscellaneous
	 	 
	Provisions:

	 	Other than as provided below, unchanged from Prior Agreement.
	 
	 	 
	Integration Clause:

	 	This Agreement shall become binding on the parties upon signing by the second of the party hereto.
Except as affected by the Executive’s waiver, as set forth below, the terms of the Prior Agreement
shall remain in effect, however, until it is superceded by this Agreement as of the Closing Date.
	 
	 	 
	Executive’s Waiver:

	 	In consideration of the Company’s offer of this Agreement, the Executive expressly and irrevocably
waives any and all rights he might have now or hereafter acquire under the Prior Agreement to terminate
his employment for “Good Reason” (as defined in the Prior Agreement) or otherwise to receive any
compensation, in cash or otherwise, under the Prior Agreement as a result of the signing of the Easton
Agreement or the consummation of any transactions contemplated by the Easton Agreement or the
occurrence of any event related thereto or as a result of the Company’s offer, or his acceptance, of
this Agreement. Without limiting the generality of the foregoing, the Executive agrees that the
consummation of the






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	 	transaction contemplated by the Easton Agreement shall not constitute
a “Change of Control” for purposes of the Prior Agreement; nor shall
it constitute a “change of control” or a “change in control” or the
like for the purposes of any other agreement, plan or arrangement
between the Executive and the Company or any of its Affiliates (as
that term is defined in the Prior Agreement).
	 
	 	 
	 

	 	Further, the Executive agrees that neither the occurrence of the
Closing Date nor the supercession of the Prior Agreement nor the
circumstances giving rise thereto shall give the Executive the right
to terminate his employment and receive any termination pay or
benefits under either the Prior Agreement or this Agreement, other
than as expressly provided in this Agreement with respect to
termination for Good Reason on the first anniversary of the Closing
Date.






[Remainder of page intentionally blank. Signature page following immediately]




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     Intending to be legally bound, this Agreement has been signed by Executive and an authorized
representative of the Company, to take effect as a binding agreement at the time it is signed by
the second of the parties hereto.



	 	 	 	 	 	 	 	 	 
	EASTON-BELL SPORTS, INC.	 	 	 	EXECUTIVE
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Mark Genender
	 	 	 	/s/ William M. Fry

	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	Vice President
	 	 	 	Date:
	 	 4/10/06
	 
	 	 	 	 	 	 	 	 
	Date: 4/10/06	 	 	 	 	 	 







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