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                                                                   EXHIBIT 10.19

              2000 Bonus Plan for CEO, COO, CFO OF BACOU USA, INC.

            2000 STOCK OPTION POOL AND ALLOCATION TO CEO, COO AND CFO

                                October 16, 1999


The Board of Directors of Bacou USA, Inc. ("Company") has approved and adopted a
2000 Bonus Plan for CEO, COO and CFO of Company (the "Bonus Plan"), as well as a
2000 Stock Option Pool and Allocation to CEO, COO and CFO (together the "Option
Plan"). In order to be eligible to receive a bonus under the Bonus Plan, an
executive must be the CEO, COO or CFO of Company and be designated a participant
pursuant to a written employment arrangement with Company. In order to be
eligible to receive an allocation under the Option Plan, an employee must be
designated a participant pursuant to a written employment arrangement with
Company or by the Compensation Committee of the Board of Directors of Company.
The Bonus Plan and the Option Plan will be administered by the Compensation
Committee of the Board of Directors of Company in its discretion, and all
determinations by such Committee shall be final and not subject to appeal.

The CEO, COO and CFO shall be entitled to cash bonuses for 2000 - 2002 based
upon the Company's compound annual growth rate (CAGR) of net income and earnings
before interest, taxes, depreciation and amortization (EBITDA) as provided in
Schedule A attached hereto. For this purpose, the amount of net income and
EBITDA of Company for any year shall be determined on the basis of the Company's
audited financial statements; provided, however, that actual net earnings and
EBITDA shall be adjusted to reflect operating earnings and EBITDA in a manner
consistent with the methods historically used by the Company's published
sell-side analysts. For example, in order to make meaningful comparisons from
year-to-year, such methods have excluded the effect of acquisition-related
non-recurring charges and adjustments such as the write-off of purchased
in-process research and development expenses and the step-up of inventory values
to fair market value under applicable purchase accounting rules. For purposes of
the Bonus Plan, 1998 net earnings of $25,793,000 and EBITDA of $60,614,000 shall
be utilized for the base period on which compound annual growth rates will be
determined for the years 2000, 2001 and 2002. This will result in two-year CAGRs
for 2000, three-year CAGRs for 2001 and four-year CAGRs for 2002.

The total number of stock options to be granted on the basis of corporate
performance in 2000 - 2002 shall be determined pursuant to Schedule B attached
hereto.

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-        The pool specified in Schedule B shall be provided in addition to any
         options which are granted to employees in connection with their
         recruitment to work for the Company.

-        For purposes of the Option Plan, the CAGR of net income shall be
         determined in the same manner as for the Bonus Plan.

-        Forty percent of the total pool shall be allocated to the CEO, COO and
         CFO pursuant to Schedule B.

-        Sixty percent of the total pool shall be allocated to such persons as
         shall be determined by the Compensation Committee of the Board of
         Directors of Company at the meeting when year-end bonuses are
         determined.

-        All stock options granted pursuant to Schedule B shall bear an exercise
         price equal to the fair market value of the underlying shares on the
         date of grant and shall vest one-third on each of the first through
         third anniversaries of grant.

-        Notwithstanding the foregoing general rules, option grants and vesting
         terms may be accelerated and the exercise price may be modified
         pursuant to written agreement in the event of a change of control of
         Company.

-        Furthermore, in the event that a participant fully retires from active
         business before all granted options have vested, the Compensation
         Committee shall allow the vesting schedule to be accelerated and the
         exercise period to be extended provided that the retiree provides
         adequate assurances that he/she has retired completely from business
         pursuits.

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                                   SCHEDULE A
              2000 - 2002 EXECUTIVE BONUS PLAN FOR CEO, COO AND CFO

                      BONUS FACTOR 1: GROWTH OF NET INCOME


<TABLE>
<CAPTION>
          CAGR                         CEO                        COO                        CFO

<S>                                <C>                        <C>                        <C>
        UNDER 1%                       $0                         $0                         $0

        1% TO 5%                    $100,000                    $50,000                    $40,000

        5% TO 8%                    $125,000                    $75,000                    $50,000

        8% TO 12%                   $175,000                   $100,000                    $65,000

        OVER 12%                    $225,000                   $125,000                    $80,000
</TABLE>


                        BONUS FACTOR 2: GROWTH OF EBITDA

<TABLE>
<CAPTION>
          CAGR                         CEO                        COO                        CFO

<S>                                <C>                        <C>                        <C>
        UNDER 1%                       $0                         $0                         $0

        1% TO 4%                    $100,000                    $50,000                    $40,000

        4% TO 7%                    $125,000                    $75,000                    $50,000

        7% TO 10%                   $175,000                   $100,000                    $65,000

        OVER 10%                    $225,000                   $125,000                    $80,000
</TABLE>


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                                   SCHEDULE B
                       2000 - 2002 TOTAL STOCK OPTION POOL
                                       AND
                         ALLOCATION TO CEO, COO AND CFO

                    STOCK OPTION FACTOR: GROWTH OF NET INCOME


<TABLE>
<CAPTION>
       CAGR              TOTAL POOL         CEO/COO/CFO POOL           CEO           COO         CFO
<S>                      <C>                <C>                     <C>            <C>         <C>
     BELOW 1%                0                     40%                  0             0           0

     1% TO 5%                0                     40%                  0             0           0

     5% TO 8%             100,000                  40%                17,000        13,000      10,000

    8% TO 12%             150,000                  40%                23,500        19,500      17,000

     OVER 12%             225,000                  40%                35,000        30,000      25,000
</TABLE>