**Exhibit10.3**

 

**NORCROSS SAFETY PRODUCTS L.L.C.**

**AMENDED AND RESTATED**

**EMPLOYMENT AGREEMENT**

 

THISEMPLOYMENT AGREEMENT (this “Agreement”), dated as of May 20, 2005,is entered into by and between Norcross Safety Products L.L.C., a Delawarelimited liability company (the “Company”), and David F. Myers, Jr.(“Executive”).  Certaincapitalized terms used but not otherwise defined herein are defined in Section 7.

 

WHEREAS,the Company and the Executive previously entered into an Employment Agreementdated as of January 1, 2002; and

 

WHEREAS,the Company and the Executive now wish to revise the terms and conditions ofExecutive’s employment.

 

NOW,THEREFORE, the parties hereto, in exchange for good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, and intending tobe legally bound, hereby agree as follows:

 

1.             Employment and Duties.

 

(a)           The Company shall continue to employExecutive, and Executive shall continue in employment with the Company, asChief Financial Officer and Executive Vice President of the Company, pursuantto the terms and conditions of this Agreement. Executive shall report to the President of the Company.

 

(b)           Executive shall devote his best efforts tothe interests of the Company and, to the extent requested, its Affiliates,which interests may change from time to time, and shall devote all of hisprofessional time and attention to the business and affairs of the Company and suchAffiliates; provided that nothing herein shall prevent Executive, withthe prior written approval of the Board of Directors of Safety ProductsHoldings, Inc. (the “Board”), from serving as a director or trustee ofother corporations or businesses which are not in competition with the Companyor its Affiliates.  Notwithstanding this Section 1(b) orany other provision of this Agreement to the contrary, Executive may commenceseeking other employment if Company, at least 90 days before the date referredto in clause (i) of the first sentence of Section 2(a), shallnot have offered to Executive in writing to continue to employ Executive for atleast two years, on terms no less favorable to Executive than those existing atsuch time.

 

(c)           Executive shall perform such duties andfunctions commensurate with his position as may be reasonably assigned ordelegated to him from time to time by either the President or the Board.  Executive acknowledges that such duties andfunctions may or may not involve performance of services for or on behalf ofAffiliates of the Company.

 

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2.             Term and Termination.

 

(a)            Term.  The “Term” of Executive’semployment is from the date hereof until the “Termination Date,” whichis defined as the earlier of (i) the fifth anniversary of the date hereofor (ii) the date of termination of Executive’s employment pursuant to anyone or more of Sections 2(b), 2(c), 2(d) or 2(e) ofthis Agreement.  Executive is an at-willemployee of the Company, and his employment may be terminated by Executive, inhis sole and arbitrary discretion, at any time with or without Good Reason, orby the Company, in the Company’s sole and arbitrary discretion, at any timewith or without Cause, by delivery of a written termination notice to the otherparty.

 

(b)            Death.  If Executive dies during theTerm, the Termination Date shall be the date of his death.

 

(c)            Disability.  If Executive becomes Disabledduring the Term, the Termination Date shall be the date as of which suchDisability is determined.  Subject to applicablelaw, “Disability” or “Disabled” means such physical, mental orpsychological condition or other impairment that prevents Executive fromeffectively performing the duties of his employment for more than ninety (90)calendar days in any six (6) consecutive months commencing on the initialdate of such condition or impairment.  Inconnection with any Disability (or possible Disability):

 

(i)            Executive (and Executive’s spouse or whoeverelse is acting on his behalf) shall cooperate with any physicians engaged orrequested to be engaged by the Company to examine Executive to determine whetheror not Executive is Disabled, and each of Executive and the Company irrevocablyconsents to disclosure to each of them by any such physicians of all mattersrelating to such examinations.

 

(ii)          The determination of Disability shall be byagreement of the Company and Executive, or if Executive’s condition is suchthat he is unable to participate in such determination, then by agreement ofthe Company and Executive’s spouse or whoever else is then acting on hisbehalf, and if the parties involved in such determination are unable to reachagreement within ten (10) days of a request by either party, then theissue shall be decided by a physician chosen by the Company and reasonablyacceptable to Executive (or Executive’s spouse or whoever else is then actingon his behalf).  The Company will pay allexpenses incurred in the determination of whether Executive is Disabled.

 

(d)          Termination By Executive.  IfExecutive terminates his employment, with or without Good Reason, theTermination Date shall be the date indicated on the written termination noticegiven by Executive to the Company, which may not be more than thirty (30) daysnor less than fourteen (14) days from its receipt by the Company; providedthat upon receipt of Executive’s termination notice, the Company may, inits sole discretion, request that Executive cease his employment activitiesprior to the date referenced in such notice, and Executive shall promptlycomply with such request, it being understood that such request will

 

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not change the TerminationDate specified in this Section 2(d) or affect thecharacterization of the termination of Executive’s employment.

 

(e)           Termination by the Company.  Ifthe Company terminates the employment of Executive, with or without Cause, theTermination Date shall be the date on which the Company’s termination notice isgiven to Executive, or such later date indicated on such termination notice,which may not be more than thirty (30) days from its receipt by Executive.

 

(f)            Reversal of Determination.  IfExecutive’s employment is terminated by the Company with Cause or by Executivewith Good Reason, and it is thereafter judicially determined that Cause or GoodReason as appropriate for such termination did not exist at the time of suchtermination, then Executive’s employment shall be deemed to have beenterminated without Cause or Good Reason as appropriate as of the TerminationDate.  If matters constituting Cause orGood Reason as appropriate become known to the Company or to Executive within90 business days after Executive’s employment is terminated, then either partymay, by delivery of written notice to the other party treat such termination asbeing with Cause or Good Reason as appropriate.

 

(g)           Definition of Cause. “Cause” for termination of Executive’semployment by the Company means Executive’s:

 

(i)            embezzlement or misappropriation of funds;

 

(ii)           conviction of a felony involving moral turpitude;

 

(iii)          commission of a material act of dishonesty, fraud, or deceit;

 

(iv)          breach of any material provisions of this Agreement or other agreementwith the Company, Safety Products Holdings, Inc., or any Subsidiary, towhich he is a party;

 

(v)           habitual or willful neglect of his duties;

 

(vi)          breach of fiduciary duty to the Company, Safety Products Holdings, Inc.,or any Subsidiary, involving personal profit; or

 

(vii)         material violation of any other duty to the Company, Safety ProductsHoldings, Inc., or any Subsidiary, or its members imposed by its managersor by law.

 

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(h)           Definition of Good Reason. “Good Reason” for termination byExecutive of Executive’s employment means:

 

(i)            a material breach by the Company of itsobligations under this Agreement which is not cured (if curable) within twenty(20) days after written notice by Executive to the Company;

 

(ii)           the Company’s requiring Executive to move hisprincipal place of employment by more than 25 miles, other than for reasonablebusiness travel, if such move increases Executive’s commute from his primaryresidence, without Executive’s written consent thereto; providedthatExecutive must notify the Company in writing of his intent to terminate hisemployment pursuant to this Section 2(h)(ii) prior to the sixtiethday after the earlier of (x) the date that the Company notifies Executive inwriting of its intent to relocate Executive and (y) the date that suchrelocation occurs;

 

(iii)         the failure of any successor to the Companyto assume this Agreement as set forth in Section 9(i); or

 

(iv)         the occurrence of a Change of Control; providedthat Executive must notify the Company in writing of his intent toterminate his employment pursuant to this Section 2(h)(iv) priorto the sixtieth day after the date of the Change of Control.

 

3.            Compensation.

 

(a)          Executive’s compensation for his services hereunder shall consist of(i) Base Salary, plus (ii) Bonus, if any, plus (iii) Benefits.

 

(b)          “Base Salary” shall be paid by the Company to Executive at anannual rate of $357,000 (subject to increase from time to time in the solediscretion of the Board to reflect cost-of-living increases and as merited toreflect Executive’s performance on behalf of the Company and its Subsidiaries),payable in arrears in equal bi-weekly installments.  Under no circumstances may the Base Salary bedecreased during the Term.

 

(c)          “Bonus,” if any, shall be targeted at 90% of Base Salary, basedon targeted EBITDA and Net Debt or other such financial criteria as may bedetermined by the Board, consistent with the pay out schedule for theBonus plan attached as Exhibit A. Targets for annual criteria will be subject to approval by theBoard.  All Bonuses due hereunder shallbe payable on or before March 15 of the following year.

 

(d)          “Benefits” consist of whatever, if any, health, hospitalization,sick pay, life insurance, disability insurance, profit sharing, pension, 401(k), and deferred compensation plans and programs that the Company may have ineffect from time to time for its employees who are not members of a collectivebargaining unit, all of which Executive shall be entitled to participate inpursuant to their terms on a basis commensurate with his position.  By way of clarification of the immediatelypreceding sentence, it is also agreed that the parties hereto will

 

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use their reasonable bestefforts to enable Executive to participate in the Norcross Safety ProductsL.L.C.  Employees’ Pension Plan and theNorth Safety Products Inc. Retirement Benefit Restoration Plan; providedthat such participation does not contravene any provision of ERISA, theCode, other applicable law or any agreement by which the Company is bound andcan be achieved at a reasonable cost. Executive shall also be entitled to four (4) calendarweeks’ paid vacation each year, in addition to regularly scheduled holidays.The Company may initiate, change and discontinue any such plans and programs atany time; providedthat no such change shall be effective as toExecutive unless it is also effective as to the other senior executives of theCompany. If any of such plans or programs require contributions by employees,Executive shall pay the contributions required by his participation at a rateno greater than that applicable to any senior executive of the Company. Companyshall pay Executive a monthly automobile allowance of $700.

 

4.             Termination Provisions.

 

(a)           If the Company terminates Executive’s employment with Cause or if Executiveterminates his employment without Good Reason, then Executive shall be entitledto:

 

(i)            receive Base Salary and Benefits for theperiod ending on the Termination Date; and

 

(ii)           receive any unpaid Bonus for any calendar year ending prior to the yearin which the Termination Date occurs.

 

(b)           If the Company terminates Executive’s employment without Cause (which shallinclude, without limitation, Company’s not offering Executive continuedemployment with the Company in accordance with the second sentence of Section 1(b)),if Executive terminates his employment with Good Reason, or if Executive’semployment terminates by reason of his death or Disability, then Executiveshall be entitled to receive the following, except that (v) shall notapply in the case of Executive’s death:

 

(i)            Base Salary and Benefits for the periodending on the Termination Date;

 

(ii)           any unpaid Bonus for any calendar year endingprior to the year in which the Termination Date occurs;

 

(iii)          any Bonus for the calendar year in which theTermination Date occurs, pro rated based on the portion of Base Salary paid toExecutive by the Company in such year if financial targets are met for the yearin which the Termination Date occurs; and

 

(iv)         if, and only if, Executive (or his guardian or personalrepresentative, as the case maybe), within 30 days after the Termination Date,signs and delivers to the Company a complete general release of claims forfacts

 

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andcircumstances existing before the date of such release in the form of Exhibit B,Base Salary for the period commencing on the Termination Date and ending twoyears thereafter, together with any other Benefits as may be provided under theterms of any applicable written plan, program or arrangement of the Companyapplicable to senior executives of the Company (including automobileallowance).  If Executive does not complywith the terms of this Section 4(b)(V) within 30 days after theTermination Date, the Company shall not be responsible for any further paymentsto Executive.

 

Notwithstandingthe foregoing, in the event that the Executive’s employment has terminatedbecause the Company has not offered Executive continued employment with theCompany in accordance with the second sentence of Section l(b), anypayments or benefits that Executive would be entitled to receive from theCompany in the second year of the severance period shall be reduced by theamounts of any payments or benefits (but the reduction for benefits shall onlybe for benefits of a substantially similar nature) that Executive shall beentitled to receive during and with respect to the second year of the severanceperiod from other employment (including self-employment).  Executive shall promptly report to the Companyall payments or benefits from other employment (including self-employment)Executive is entitled to receive during and with respect to the second year ofsuch severance period.

 

(c)           Any amounts owed by the Company to Executivepursuant to Section 4(b)(v) shall be paid at such times and in suchmanner as if the termination giving rise to such payments had not occurred(with the Company retaining the right to prepay all or any portion of suchamount at any time in its sole discretion); provided that in the event thatExecutive’s employment has been terminated for the reason described in Section 2(h)(iv),amounts owed to Executive shall be paid in a single lump sum within ten days ofthe effective date of Executive’s resignation, discounted to present value at a7% annual rate.

 

(d)           The Company’s obligation to make any paymentsor Benefits available to Executive pursuant to this Section 4shall, be conditioned upon Executive’s continued and continuing compliance withthe terms and conditions of this Agreement (including, without limitation, Section 6hereof) and shall constitute Company’s sole obligation, and the sole obligationof Company’s Affiliates, to Executive (or any Person making any claim through Executiveor regarding his employment by Company or any Affiliate) in respect of Company’stermination of Executive’s employment hereunder or any breach by Company hereofrespecting which Executive terminates his employment hereunder.

 

(e)           Except as otherwise specified herein, ifExecutive’s employment terminates on any date other than the last day of a month,Executive’s compensation for that month shall be calculated on the basis of afraction, the numerator of which shall be the number of days during that monththat Executive shall have been in the Company’s employ and the denominator ofwhich shall be the number of days in that month.

 

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(f)            In the event that Executive’s employment isterminated for Cause, the Company may offset any amounts Executive owes it orits Affiliates pursuant to any written agreement, note or other instrumentrelating to indebtedness for borrowed money to which Executive is a party, orpursuant to any other liability or obligation by which Executive is bound, ineach case which is due or becomes due within ninety days after Executive is tobe paid such amounts hereunder against any amounts it owes Executive hereunder,upon providing written notice to Executive of such offset.

 

5.            Expenses.  The Company shall reimburseExecutive for all reasonable expenses incurred in the performance of his dutiesin accordance with the expense reimbursement policy of the Company with respectto senior executives of the Company in effect at the time.

 

6.            Noncompetition, Nonsolicitation,Confidentiality.

 

As a material inducement to the Company to enter into this Agreementand in consideration of the payment by the Company of the compensation detailedherein to Executive:

 

(a)           During the period (the “Noncompete Period”) beginning on thedate hereof and ending 18 months after the Termination Date, Executive shallnot, without the prior written consent of the Company (which consent may begranted or withheld in the Company’s sole discretion), directly or indirectly,Participate in any line of business in which the Company is actively engaged orany line of business competitive with the Company anywhere in the United Statesand any other country in which the Company does business as of the Termination Date(the “Competitive Activities”). For purposes of this Agreement, the term “Participate” includesany direct or indirect interest in, or providing any direct or indirectassistance (whether financial, advisory or otherwise) to, any enterprise (orany affiliate thereof), whether as an officer, director, employee, partner,member, sole proprietor, agent, representative, independent contractor,consultant, creditor, stockholders, unitholder, owner or otherwise; providedthat the term “Participate” shall not include beneficial ownership ofless than 2% of a class of securities traded on a national securities exchangeor the NASDAQ Stock Market.

 

(b)          During the Noncompete Period, Executive (i) except with respect toExecutive’s personal secretary and Robert A. Peterson, shall not, and shall notattempt to, directly or indirectly contact, approach or solicit for the purposeof offering employment to or hiring or retaining, or arrange to have any otherPerson hire or retain, or actually hire or retain, whether as an employee,consultant, agent, independent contractor or otherwise, any Person employed orretained by Safety Products Holdings, Inc., Company, or any Subsidiary asan employee, consultant or independent contractor during the Noncompete Periodand (ii) shall not, and shall not attempt to, call-on, solicit, service,advise, encourage or induce any customer, supplier, or other business relationof Safety Products Holdings, Inc., Company, or any Subsidiary to ceasedoing business, or reduce its business, with NSP Holdings L.L.C., Company, orany Subsidiary or to engage in any business relationship which might materiallyharm Safety Products Holdings, Inc., Company, or any Subsidiary.

 

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(c)           Executive acknowledges that certain of theinformation, observations and data relating to the Company and its Affiliates,or their business, products or services, which he possesses or has obtainedknowledge of or will possess or obtain knowledge of as an employee, officer,director or equityholder of the Company is and will be the confidential andproprietary property of the Company and its Affiliates (“ConfidentialInformation”).  Executive agrees thathe shall not, directly or indirectly, use for his own purposes or use for ordisclose to any third party any of such Confidential Information without theprior written consent of the Company, unless and to the extent that theaforementioned matters (i) become generally known to and available for useby the public other than as a result of Executive’s acts or failures to act, or(ii) Executive is required by order of a court of competent jurisdiction (bysubpoena or similar process) to disclose any Confidential Information (providedthat in such case, Executive shall promptly inform the Company of such order,shall cooperate with the Company at the Company’s expense in attempting to obtaina protective order or to otherwise restrict such disclosure, and shall onlydisclose Confidential Information to the minimum extent necessary to complywith any such court order).

 

(d)           The parties hereto acknowledge and agree thatthe Company will suffer irreparable harm from a breach by Executive of any ofthe covenants or agreements contained in this Section 6.  In the event of an alleged or threatenedbreach by Executive of any of the provisions of this Section 6, theCompany or other appropriate Person may, in addition to all other rights andremedies existing in its or their favor, apply to any court of competent jurisdictionfor specific performance and/or injunctive or other equitable relief in orderto enforce or prevent any violations of the provisions hereof.  Executive acknowledges and agrees that therestrictions contained in this Section 6 are reasonable.

 

(e)           If, at the time enforcement of any of theprovisions of this Section 6 is sought, a court holds that therestrictions stated herein are unreasonable under the circumstances thenexisting, the parties hereto agree that the maximum period, scope orgeographical area reasonable under such circumstances shall be substituted forthe stated period, scope or geographical area.  Executive agrees that the covenants made inthis Section 6 shall be construed as an agreement independent ofany other provision of this Agreement and shall survive any order of a court ofcompetent jurisdiction terminating any other provision of this Agreement.

 

(f)           Executive hereby agrees and acknowledges (i) thatthe Company and its Affiliates have protectable interests in the information,data, and plans, both technical and business in nature, which are treated asconfidential, as well as the goodwill and specialized knowledge acquired byExecutive during the course of Executive’s, employment with the Company; (ii) thatthe provisions of this Section 6 are in consideration of (A) employmentwith the Company, including Equity grants under the Equity Program, (B) accessto and use of Confidential Information, including but not limited toinformation, data, and plans, both technical and business in nature, such ascustomer lists and records, sales records and marketing plans, research andtechnical reports and records, formulas, processes, programs, inventions, patentapplications, designs and drawings, instructions and training manuals, businessand financial information, salary information, contracts and other legaldocuments, and

 

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correspondence to which theCompany has been a party, (C) access to and Executive’s development onbehalf of the Company of near-permanent relationships with the Company’scustomers, and (D) additional good and valuable consideration the receiptand sufficiency of which is hereby acknowledged; (iii) that therestrictions contained in this Section 6 do not preclude Executivefrom earning a livelihood, nor do they unreasonably impose limitations onExecutive’s ability to earn a living, and that the potential harm to theCompany or its Affiliates of the non-enforcement of this Section 6outweighs any harm to Executive of their enforcement by injunction orotherwise; and (iv) that Executive has carefully reviewed this Agreementand that he has consulted with independent legal counsel regarding his rightsand obligations under this Agreement (or, after carefully reviewing thisAgreement, was given the opportunity to, but has freely decided not to, consultwith independent legal counsel), has given careful consideration to therestraints imposed upon Executive by this Agreement, fully understands theterms and conditions contained herein and is in full accord as to theirnecessity for the reasonable and proper protection of the Company’snear-permanent customer relationships and employee relationships andConfidential Information and those of its Affiliates, and Executive intends forsuch terms to be binding on and enforceable against him, and that each andevery restraint imposed by this Agreement is reasonable with respect to subjectmatter, time period and geographical area.

 

(g)          Executive agrees that the provisions of this Section 6shall inure to the benefit of and be enforceable by any Person with whom orinto which the Company shall merge or consolidate, regardless whether theCompany shall be the survivor of such transaction, or to any Person acquiringall or substantially all of the Company’s assets or business.

 

7.            Definitions.  The following definitionsshall be applied to the capitalized terms used in this Agreement for allpurposes, unless otherwise clearly indicated:

 

“Affiliates” of any Person means any Person that directly orindirectly controls, is controlled by, or is under common control with thePerson in question.

 

“Business” means the manufacturing and/or marketing of personalprotection and safety equipment products primarily intended for use in theworkplace, including, without limitation, respiratory equipment, handprotection, hearing protection, eye, hand, face and foot protection, industrialfirst aid, fall protection, high voltage lineman equipment, eye wash, anddermatological and single-use applicators for surgical protection.

 

“Change of Control” shall mean anytransaction (including, without limitation, a merger, consolidation, sale ofstock or sale of assets, but excluding any assignment as security forindebtedness) after which Odyssey Investment Partners, LLC and its Affiliatesor any of them shall not have the power to elect a majority of the members ofthe Board or the governing body of Company.

 

“Company” shall have the meaning given tosuch term in the preamble hereto, any successor to its business and/or assetswhich assumes this Agreement by operation of law or otherwise, and theirrespective Subsidiaries.

 

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“NetDebt” means, at the time of determination, the excess of (i) indebtednessof the Company and its Subsidiaries over (ii) cash and cash equivalents ofthe Company and its Subsidiaries.

 

“Person” means an individual, a partnership,a corporation, a limited liability company, an association, a joint stockcompany, a trust, a joint venture, an unincorporated organization and agovernmental entity or any department, agency or political subdivision thereof.

 

“Subsidiary” means, with respect to anyPerson, any corporation, limited liability company, partnership, association orother business entity of which (i) if a corporation, a majority of thetotal voting power of shares of stock entitled (without regard to the occurrenceof any contingency) to vote in the election of directors, managers or trusteesthereof is at the time owned or controlled, directly or indirectly, by thatPerson or one or more of the other Subsidiaries of that Person or a combinationthereof; or (ii) if a limited liability company, partnership, associationor other business entity, a majority of the limited liability company,partnership or other similar ownership interest thereof is at the time owned orcontrolled, directly or indirectly, by any Person or one or more Subsidiariesof that Person or a combination thereof.  For purposes hereof a Person or Persons shallbe deemed to have a majority ownership interest in a limited liability company,partnership, association or other business entity if such Person or Personsshall be allocated a majority of limited liability company, partnership,association or other business entity gains or losses or shall be or control themanaging member or general partner of such limited liability company,partnership, association or other business entity.

 

8.           Notices.  Any notice provided for inthis Agreement must be in writing and must be either personally delivered,mailed by first class mail (postage prepaid and return receipt requested) orsent by reputable overnight courier service (charges prepaid) to the recipientat the address below indicated:

 
|   | To the Company                                                                                                                                        |   |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |                                                                                                                                                  |   |
|   | Norcross Safety Products  L.L.C.  2211 York Road, Suite 215   Oakbrook, IL 60523-1887   Attention: Robert A. Peterson  Telecopier: (630)572-8231 |   |
|   |                                                                                                                                                  |
|   | with copies to:                                                                                                                                       |   |
|   |                                                                                                                                                  |   |
|   |                                                                                                                                                  |   |
|   |                                                                                                                                                  |   |
|   |                                                                                                                                                  |   |
|   |                                                                                                                                                  |   |
|   | Telecopier:                                                                                                                                           |   |
|        |                                                                                                                                                       |        |  |

 

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To Executive

 

DavidF. Myers, Jr.

1302Scott Avenue 

Winnetka,IL 60093 

Telecopier:(847) 446-8964

 

orsuch other address or to the attention of such other person as the recipientparty shall have specified by prior written notice to the sending party.  Any notice under this Agreement shall bedeemed to have been given when so delivered or sent or, if mailed, five daysafter deposit in the U.S. mail.

 

9.             General Provisions.

 

(a)            Severability. Whenever possible, each provision of this Agreement shall be interpretedin such manner as to be effective and valid under applicable law, but if any provisionof this Agreement is held to be invalid, illegal or unenforceable in anyrespect under any applicable law or rule in any jurisdiction, suchinvalidity, illegality or unenforceability shall not affect any other provisionor any other jurisdiction, but this Agreement shall be reformed, construed andenforced in such jurisdiction as if such invalid, illegal or unenforceableprovision had never been contained herein.

 

(b)           Complete Agreement.  ThisAgreement, those documents expressly referred to herein and other documents ofeven date herewith embody the complete agreement and understanding among theparties and supersede and preempt any prior understandings, agreements orrepresentations by or among the parties, written or oral, which may haverelated to the subject matter hereof in any way, including but not limited tothe Employment Agreement between the parties dated as of January 1, 2002.

 

(c)            Counterparts.  ThisAgreement may be executed in separate counterparts, each of which is deemed tobe an original and all of which taken together constitute one and the sameagreement.

 

(d)           Successors and Assigns.  Unlessotherwise expressly provided, this Agreement shall bind and inure to thebenefit of and be enforceable by Executive, the Company and their respectivesuccessors and assigns.

 

(e)            Governing Law.  Thelaws of the state of Illinois shall govern all issues and questions concerningthe employment of Executive, without giving effect to any choice of law orconflict of law rules or provisions (whether of the State of Illinois orany other jurisdiction) that would cause the application of the laws of anyjurisdiction other than the State of Illinois.  All other issues and questions concerning theconstruction, validity, enforcement and interpretation of this Agreement andthe exhibits and schedules hereto shall be governed by, and construed inaccordance with, the laws of the State of Delaware, without giving effect toany

 

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choiceof law or conflict of law rules or provisions (whether of the State ofDelaware or any other jurisdiction) that would cause the application of thelaws of any jurisdiction other than the State of Delaware.

 

(f)            Amendment and Waiver.  Theprovisions of this Agreement may be amended and waived only with the priorwritten consent of the Company and Executive.

 

(g)           Third-Party Beneficiary.  Exceptas expressly provided, there are no beneficiaries to this Agreement other thanthe signatories hereto.

 

(h)           Business Days.  Ifany time period for giving notice or taking action hereunder expires on a daywhich is a Saturday, Sunday or legal holiday in the state in which the Company’schief executive office is located, the time period shall be automaticallyextended to the business day immediately following such Saturday, Sunday orlegal holiday.

 

(i)            Assignment.  Nothing in this Agreementshall preclude the Company from consolidating or merging into or with, ortransferring all or substantially all of its assets to, another corporation; providethat the Company will require any successor (whether direct or indirect,by purchase, merger, consolidation or otherwise) to all or substantially all ofthe business or assets of the Company to assume this Agreement.

 

(j)            Withholding.  All amounts payable toExecutive as compensation hereunder shall be subject to customary withholdingby the Company.

 

(k)           No Strict Construction.  Thelanguage used in this Agreement shall be deemed to be the language chosen bythe parties hereto to express their mutual intent, and no rule of strictconstruction shall be applied against any party.

 

(1)          Survival. Section 4, Section 6, Section 9(m), and the rest of Section 9 withrespect to Section 4 and Section 6 shall survive andcontinue in full force in accordance with their terms notwithstanding anytermination of the Term.

 

(m)         Non-Disparagement.  TheExecutive shall not make or publish any negative statements or communicationsabout Safety Products Holdings, Inc., Company, any Subsidiary or anyofficer, manager, member or employee of Safety Products Holdings, Inc.,Company, or any Subsidiary.  The Companyshall not, and shall cause Safety Products Holdings, Inc. and itsSubsidiaries not to, make or publish any negative statements or communicationsabout the Executive.

 

(n)          Effectiveness.  Notwithstandinganything herein to the contrary, the parties agree that this Agreement is beingentered into in connection with that certain Purchase and Sale Agreement, datedas of May 20, 2005, by and among the Company, NSP Holdings, L.L.C. andSafety Products Holdings, Inc. (the “Purchase Agreement”) and thisAgreement shall become effective only upon consummation of the transactionscontemplated by the Purchase Agreement.  Inthe event that the Purchase Agreement is terminated, or the transactions

 

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thereunderotherwise not consummated, the obligations of the parties under this Agreementshall automatically terminate.

 

(o)           Equity Program.  AtClosing under the Purchase Agreement, in addition to any rollover equity issuedto the Executive at that Closing (the “Rollover Equity”), Safety ProductsHoldings, Inc. or its parent company shall issue to Executive 2.75% of itsfully diluted equity (the “Incentive Equity”).  The Rollover Equity and the Incentive Equityshall be subject to the terms of an agreement to be negotiated by the partiesthat will be substantially consistent with those terms set forth in the termsheet attached hereto as Exhibit C.

 

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INWITNESS WHEREOF, the parties hereto have executed this Agreement on the datefirst written above.

 
|   | **NORCROSS  SAFETY PRODUCTS L.L.C.** |
|--------|--------------------------------------|
|   |                                 |
|   |                                 |
|   | By:                                  | /s/ Robert A. Peterson |   |
|   | Name: Robert A. Peterson             |
|   | Title: PRESIDENT & CEO           |
|   |                                 |
|   |                                 |   |
|   | /s/ David F. Myers                   |   |
|   | David F. Myers, Jr.                  |

 

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**EXHIBIT A**

** **

**Bonus Plan Schedule**

 

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**2006Bonus Plan Payout Schedule**

 
| **% of Target (1)** | ** ** | ** **       | ** ** |
|---------------------|------------|------------------|------------|
| **Achieved**        | ** ** | **% Payout (2)** | ** ** |
| 120.0               | %          | 125.0            | %          |
| 117.5               | %          | 125.0            | %          |
| 115.0               | %          | 125.0            | %          |
| 112.5               | %          | 125.0            | %          |
| 110.0               | %          | 125.0            | %          |
| 109.0               | %          | 122.0            | %          |
| 108.0               | %          | 119.0            | %          |
| 107.0               | %          | 116.0            | %          |
| 106.0               | %          | 113.0            | %          |
| 105.0               | %          | 110.0            | %          |
| 104.0               | %          | 108.0            | %          |
| 103.0               | %          | 106.0            | %          |
| 102.0               | %          | 104.0            | %          |
| 101.0               | %          | 102.0            | %          |
| 100.0               | %          | 100.0            | %          |
| 99.0                | %          | 98.0             | %          |
| 98.0                | %          | 96.0             | %          |
| 97.0                | %          | 94.0             | %          |
| 96.0                | %          | 92.0             | %          |
| 95.0                | %          | 90.0             | %          |
| 94.0                | %          | 84.0             | %          |
| 93.0                | %          | 78.0             | %          |
| 92.0                | %          | 72.0             | %          |
| 91.0                | %          | 66.0             | %          |
| 90.0                | %          | 60.0             | %          |
| 89.0                | %          | 0.0              | %          |

 

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(1) Target defined as per Section 3(c) of the EmploymentAgreement 

(2) Payout is expressed as a percentage of the Target Bonus 

 

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**EXHIBIT B**

 

Forconsideration received (including payments, promises, and agreements), David F.Myers, Jr. (the “Executive”) on behalf of himself and on behalf of anydependents, spouse, heirs, successors and assigns, does hereby generallyrelease, Safety Products Holdings, Inc., Norcross Safety Products, L.L.C.,and each of their respective predecessors, successors, assignees, parentcompanies, members, subsidiaries, affiliates, officers, directors, managers,partners, employees, agents and attorneys, past and present (collectively, the“Released Persons”), from liability on or for any and all charges, claims,controversies, actions, causes of action, cross-claims, counterclaims, demands,debts, duties, sanctions, fines, compensatory damages, liquidated damages,punitive or exemplary damages, other damages, claims for costs, attorney’sfees, sums of money, suits, contacts, covenants, controversies, agreements,promises, responsibilities, obligations and accounts of any nature whatsoeverin law or in equity, direct or indirect, both past and present and whether ornot now or heretofore known, suspected, or claimed against the Released Personsincluding, but not limited to, any claim relating to, by reason of, or arisingout of, any acts, matters or omissions of the Released Persons, Executive’semployment with any of the Released Persons, events occurring during the courseof such employment, or the termination thereof; including but not limited to,any claim of unlawful discrimination due to race, sex, religion, nationalorigin, handicap, ancestry, or age or other claim of unlawful employmentdiscrimination; any claim that any of the Released Persons violated any promiseor agreement, either express or implied, with Executive or that any of theReleased Persons has terminated or caused termination of Executive’s employmentfor any unlawful reason or in an unlawful fashion, including specificallywithout limiting the generality of the foregoing, any claim under the Familyand Medical Leave Act, the Worker Adjustment Retraining and Notification Act,the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, theRehabilitation Act, the Labor Management Relations Act, or the Equal Pay Act,each as amended from time to time, or violated any other federal, state, orlocal law or regulation; or any claim of emotional distress, defamation,wrongful termination, wages, severance pay, bonus, sick leave, holiday pay,vacation pay, life insurance, health and medical insurance, or any other fringebenefit.  This release shall in norespect have any force or effect with respect to (a) claims with respectto Executive’s equity interests in Safety Products Holdings, Inc. to theextent that such claims relate to facts and circumstances which form the basisof a claim brought by an equityholder that is not an employee of SafetyProducts Holdings, Inc. or its Subsidiaries; (b) claims for rights ofindemnification or exculpation under the constitutive documents of SafetyProducts Holdings, Inc. or any of its Subsidiaries, provided thatExecutive (or his guardian or personal representative) certifies to hisknowledge of the existence of any such claims as of the date of such release;(c) claims with respect to the repurchase price or repurchase procedure ofany of Executive’s equity, or (d) the rights of the Executive arising frombreaches after the date hereof of any agreement to which the Executive and suchReleased Person are a party.

 

16

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**EXHIBIT C**

 

17

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**TERM SHEET FOR PROPOSED MANAGEMENT STOCKHOLDERS AGREEMENT**

 
| General                                                         | ** ** | **•****     **Agreement terminates upon IPO of  $100,000,000, complete liquidation or agreement for sale of all or  substantially all assets, or upon termination by the Board.                                                                      |
|-----------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                            |       |                                                                                                                                                                                                                                                                               |
|                                                            |       | •      Securities to bear legend                                                                                                                                                                                                                     |
|                                                            |       |                                                                                                                                                                                                                                                                               |
| Sale of Restricted  Shares(1) and Rollover Shares (collectively |       | •      Requires written consent of the Company,  authorized by the majority of the Board of Directors.                                                                                                                                               |
| “Shares”) by Management                               |       |                                                                                                                                                                                                                                                                               |
| Holders                                                         |       | •      Authorized sale of Shares requires notice  to the Company and Odyssey of the relevant details (identity, price, terms)  of the proposed transferee.                                                                                           |
|                                                            |       |                                                                                                                                                                                                                                                                               |
|                                                            |       | •      Upon receipt of notice, the Company has 45  days to exercise its right of purchase Shares, in whole or in part.                                                                                                                               |
|                                                            |       |                                                                                                                                                                                                                                                                               |
|                                                            |       | •      Odyssey has the right to purchase any or  all Shares the Company does not purchase within 15 days (following the  Company’s 45 days).                                                                                                    |
|                                                            |       |                                                                                                                                                                                                                                                                               |
|                                                            |       | •      Transfer must be effectuated within 90 days  of notice to the Company and Odyssey                                                                                                                                                             |
|                                                            |       |                                                                                                                                                                                                                                                                               |
| Other Transfer of Shares  by Management Holder                  |       | •      Permitted transferees: Company, Odyssey,  immediate family members, trust for the benefit of immediate family members,  or estate upon death.                                                                                                 |
|                                                            |       |                                                                                                                                                                                                                                                                               |
|                                                            |       | •      Voting rights do not pass to family members,  trust, or estate in such a transfer.                                                                                                                                                            |
|                                                            |       |                                                                                                                                                                                                                                                                               |
| Company Call Right                                              |       | •      The Company may exercise its right to  repurchase Shares within the nine month period following the later of the  Management Holder’s separation from service or exercise of Vested Options  (subject to 6 month minimum holding period) |
|                                                            |       |                                                                                                                                                                                                                                                                               |
|                                                            |       | **•****     **FMV purchase price except in event of  termination for cause, in which case the purchase price for Restricted Shares  shall be the lesser of the FMV or the purchase price paid by the Management  Holder ($0.01 if none).             |
|                                                            |       |                                                                                                                                                                                                                                                                               |
|                                                            |       | •      The Company’s call right is also triggered  immediately before any Change in Control to enable the Shares to be dragged  as part of a Change in Control at the same price per share and form of  consideration.                          |
|                                                            |       |                                                                                                                                                                                                                                                                               |
|                                                            |       | •      Must repurchase within 60 days (or 10 days  following necessary governmental approval) of exercise of repurchase right.                                                                                                                       |
|                                                            |       |                                                                                                                                                                                                                                                                               |
| Management Holder’s Put  Right                             |       | •      Management Holder may cause the Company to  repurchase all Shares within 9 months following termination not for cause,  death                                                                                                                 |

 

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(1) For purposes hereof, Restricted Shares are shares received upon theexercise of Vested Options.

 

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|                                |   | or disability (but including termination for good reason)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|-------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                |   | •      Purchase  price is FMV                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                |   | **•****     **Transfer  no earlier than 6 months following Management Holder’s exercise of Vested  Options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                |   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                |   | •      Must  repurchase within 60 days (or 10 days following necessary governmental  approval) of exercise of put right.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Involuntary  Transfer               |   | •      In the  event of default, foreclosure, forfeit, divorce or court order transferring  shares involuntarily, Management Holder must notify the Company within 2  days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                |   | **•****     **Company  has 60 days to repurchase from transferee at FMV                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                |   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| Repurchase  Upon Company Disability |   | •      If  repurchase pursuant to repurchase right or put by Company would make Company  unable to meet its other obligations, is prohibited by law, or would breach  any credit agreement or indenture, Company will not be required to repurchase  [open as to frequency and size of repurchases]                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Bring-Along  Rights                 |   | •      Odyssey  holders can require Management Holders to sell the lesser of a designated  number of shares or such Management Holder’s total number of shares  multiplied by the total number of Odyssey shares over the total number of  outstanding shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                |   | **•****     **Odyssey  may require Management Holders to exercise vested options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Tag-Along  Rights                   |   | **•****     **Management  Holder may require third party purchaser to purchase the total number of  shares to be purchased multiplied by the Management Holder’s number of shares  over the sum of the Odyssey shares, management shares and all other shares  exercising tag-along rights 

 

•      Management  Holders get 7 days notice from Odyssey, must exercise tag-along right within  5 days

 

**•****     **If  third party doesn’t purchase under same terms and conditions from Management  Holder, Odyssey cannot tender shares unless they purchase from management  under same terms and conditions under which they are selling. |
|                                |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Preemptive  Rights                  |   | **•****     **In  connection with purchases by Odyssey and its affiliates, subject to customary  carveouts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

 

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