Exhibit
10.3


 


NORCROSS SAFETY PRODUCTS L.L.C.


AMENDED AND RESTATED


EMPLOYMENT AGREEMENT


 


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


 


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


 


WHEREAS,
the Company and the Executive now wish to revise the terms and conditions of
Executive’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 to
be legally bound, hereby agree as follows:


 


1.             Employment and Duties.


 


(a)           The Company shall continue to employ
Executive, and Executive shall continue in employment with the Company, as
Chief Financial Officer and Executive Vice President of the Company, pursuant
to the terms and conditions of this Agreement. 
Executive shall report to the President of the Company.


 


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


 


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


 





















 


2.             Term and Termination.


 


(a)            Term.  The “Term” of Executive’s
employment is from the date hereof until the “Termination Date,” which
is defined as the earlier of (i) the fifth anniversary of the date hereof
or (ii) the date of termination of Executive’s employment pursuant to any
one or more of Sections 2(b), 2(c), 2(d) or 2(e) of
this Agreement.  Executive is an at-will
employee of the Company, and his employment may be terminated by Executive, in
his sole and arbitrary discretion, at any time with or without Good Reason, or
by the Company, in the Company’s sole and arbitrary discretion, at any time
with or without Cause, by delivery of a written termination notice to the other
party.


 


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


 


(c)            Disability.  If Executive becomes Disabled
during the Term, the Termination Date shall be the date as of which such
Disability is determined.  Subject to applicable
law, “Disability” or “Disabled” means such physical, mental or
psychological condition or other impairment that prevents Executive from
effectively performing the duties of his employment for more than ninety (90)
calendar days in any six (6) consecutive months commencing on the initial
date of such condition or impairment.  In
connection with any Disability (or possible Disability):


 


(i)            Executive (and Executive’s spouse or whoever
else is acting on his behalf) shall cooperate with any physicians engaged or
requested to be engaged by the Company to examine Executive to determine whether
or not Executive is Disabled, and each of Executive and the Company irrevocably
consents to disclosure to each of them by any such physicians of all matters
relating to such examinations.


 


(ii)          The determination of Disability shall be by
agreement of the Company and Executive, or if Executive’s condition is such
that he is unable to participate in such determination, then by agreement of
the Company and Executive’s spouse or whoever else is then acting on his
behalf, and if the parties involved in such determination are unable to reach
agreement within ten (10) days of a request by either party, then the
issue shall be decided by a physician chosen by the Company and reasonably
acceptable to Executive (or Executive’s spouse or whoever else is then acting
on his behalf).  The Company will pay all
expenses incurred in the determination of whether Executive is Disabled.


 


(d)          Termination By Executive.  If
Executive terminates his employment, with or without Good Reason, the
Termination Date shall be the date indicated on the written termination notice
given by Executive to the Company, which may not be more than thirty (30) days
nor less than fourteen (14) days from its receipt by the Company; provided
that upon receipt of Executive’s termination notice, the Company may, in
its sole discretion, request that Executive cease his employment activities
prior to the date referenced in such notice, and Executive shall promptly
comply with such request, it being understood that such request will


 


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


 


(e)           Termination by the Company.  If
the Company terminates the employment of Executive, with or without Cause, the
Termination Date shall be the date on which the Company’s termination notice is
given 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.  If
Executive’s employment is terminated by the Company with Cause or by Executive
with Good Reason, and it is thereafter judicially determined that Cause or Good
Reason as appropriate for such termination did not exist at the time of such
termination, then Executive’s employment shall be deemed to have been
terminated without Cause or Good Reason as appropriate as of the Termination
Date.  If matters constituting Cause or
Good Reason as appropriate become known to the Company or to Executive within
90 business days after Executive’s employment is terminated, then either party
may, by delivery of written notice to the other party treat such termination as
being with Cause or Good Reason as appropriate.


 


(g)           Definition of Cause. “Cause” for termination of Executive’s
employment 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 agreement
with the Company, Safety Products Holdings, Inc., or any Subsidiary, to
which 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 Products
Holdings, Inc., or any Subsidiary, or its members imposed by its managers
or by law.


 


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


 


(i)            a material breach by the Company of its
obligations 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 his
principal place of employment by more than 25 miles, other than for reasonable
business travel, if such move increases Executive’s commute from his primary
residence, without Executive’s written consent thereto; provided  that
Executive must notify the Company in writing of his intent to terminate his
employment pursuant to this Section 2(h)(ii) prior to the sixtieth
day after the earlier of (x) the date that the Company notifies Executive in
writing of its intent to relocate Executive and (y) the date that such
relocation occurs;


 


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


 


(iv)         the occurrence of a Change of Control; provided
that Executive must notify the Company in writing of his intent to
terminate his employment pursuant to this Section 2(h)(iv) prior
to 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 an
annual rate of $357,000 (subject to increase from time to time in the sole
discretion of the Board to reflect cost-of-living increases and as merited to
reflect 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 be
decreased during the Term.


 


(c)          “Bonus,” if any, shall be targeted at 90% of Base Salary, based
on targeted EBITDA and Net Debt or other such financial criteria as may be
determined by the Board, consistent with the pay out schedule for the
Bonus plan attached as Exhibit A. 
Targets for annual criteria will be subject to approval by the
Board.  All Bonuses due hereunder shall
be 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 in
effect from time to time for its employees who are not members of a collective
bargaining unit, all of which Executive shall be entitled to participate in
pursuant to their terms on a basis commensurate with his position.  By way of clarification of the immediately
preceding sentence, it is also agreed that the parties hereto will


 


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


 


4.             Termination Provisions.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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and
circumstances 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 two
years thereafter, together with any other Benefits as may be provided under the
terms of any applicable written plan, program or arrangement of the Company
applicable to senior executives of the Company (including automobile
allowance).  If Executive does not comply
with the terms of this Section 4(b)(V) within 30 days after the
Termination Date, the Company shall not be responsible for any further payments
to Executive.


 


Notwithstanding
the foregoing, in the event that the Executive’s employment has terminated
because the Company has not offered Executive continued employment with the
Company in accordance with the second sentence of Section l(b), any
payments or benefits that Executive would be entitled to receive from the
Company in the second year of the severance period shall be reduced by the
amounts of any payments or benefits (but the reduction for benefits shall only
be for benefits of a substantially similar nature) that Executive shall be
entitled to receive during and with respect to the second year of the severance
period from other employment (including self-employment).  Executive shall promptly report to the Company
all payments or benefits from other employment (including self-employment)
Executive is entitled to receive during and with respect to the second year of
such severance period.


 


(c)           Any amounts owed by the Company to Executive
pursuant to Section 4(b)(v) shall be paid at such times and in such
manner 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 such
amount at any time in its sole discretion); provided that in the event that
Executive’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 of
the effective date of Executive’s resignation, discounted to present value at a
7% annual rate.


 


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


 


(e)           Except as otherwise specified herein, if
Executive’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 a
fraction, the numerator of which shall be the number of days during that month
that Executive shall have been in the Company’s employ and the denominator of
which shall be the number of days in that month.


 


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(f)            In the event that Executive’s employment is
terminated for Cause, the Company may offset any amounts Executive owes it or
its Affiliates pursuant to any written agreement, note or other instrument
relating to indebtedness for borrowed money to which Executive is a party, or
pursuant to any other liability or obligation by which Executive is bound, in
each case which is due or becomes due within ninety days after Executive is to
be 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 reimburse
Executive for all reasonable expenses incurred in the performance of his duties
in accordance with the expense reimbursement policy of the Company with respect
to 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 Agreement
and in consideration of the payment by the Company of the compensation detailed
herein to Executive:


 


(a)           During the period (the “Noncompete Period”) beginning on the
date hereof and ending 18 months after the Termination Date, Executive shall
not, without the prior written consent of the Company (which consent may be
granted or withheld in the Company’s sole discretion), directly or indirectly,
Participate in any line of business in which the Company is actively engaged or
any line of business competitive with the Company anywhere in the United States
and 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” includes
any direct or indirect interest in, or providing any direct or indirect
assistance (whether financial, advisory or otherwise) to, any enterprise (or
any affiliate thereof), whether as an officer, director, employee, partner,
member, sole proprietor, agent, representative, independent contractor,
consultant, creditor, stockholders, unitholder, owner or otherwise; provided
that the term “Participate” shall not include beneficial ownership of
less than 2% of a class of securities traded on a national securities exchange
or the NASDAQ Stock Market.


 


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


 


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(c)           Executive acknowledges that certain of the
information, observations and data relating to the Company and its Affiliates,
or their business, products or services, which he possesses or has obtained
knowledge of or will possess or obtain knowledge of as an employee, officer,
director or equityholder of the Company is and will be the confidential and
proprietary property of the Company and its Affiliates (“Confidential
Information”).  Executive agrees that
he shall not, directly or indirectly, use for his own purposes or use for or
disclose to any third party any of such Confidential Information without the
prior written consent of the Company, unless and to the extent that the
aforementioned matters (i) become generally known to and available for use
by 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 (by
subpoena or similar process) to disclose any Confidential Information (provided
that 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 obtain
a protective order or to otherwise restrict such disclosure, and shall only
disclose Confidential Information to the minimum extent necessary to comply
with any such court order).


 


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


 


(e)           If, at the time enforcement of any of the
provisions of this Section 6 is sought, a court holds that the
restrictions stated herein are unreasonable under the circumstances then
existing, the parties hereto agree that the maximum period, scope or
geographical area reasonable under such circumstances shall be substituted for
the stated period, scope or geographical area.  Executive agrees that the covenants made in
this Section 6 shall be construed as an agreement independent of
any other provision of this Agreement and shall survive any order of a court of
competent jurisdiction terminating any other provision of this Agreement.


 


(f)           Executive hereby agrees and acknowledges (i) that
the Company and its Affiliates have protectable interests in the information,
data, and plans, both technical and business in nature, which are treated as
confidential, as well as the goodwill and specialized knowledge acquired by
Executive during the course of Executive’s, employment with the Company; (ii) that
the provisions of this Section 6 are in consideration of (A) employment
with the Company, including Equity grants under the Equity Program, (B) access
to and use of Confidential Information, including but not limited to
information, data, and plans, both technical and business in nature, such as
customer lists and records, sales records and marketing plans, research and
technical reports and records, formulas, processes, programs, inventions, patent
applications, designs and drawings, instructions and training manuals, business
and financial information, salary information, contracts and other legal
documents, and


 


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correspondence to which the
Company has been a party, (C) access to and Executive’s development on
behalf of the Company of near-permanent relationships with the Company’s
customers, and (D) additional good and valuable consideration the receipt
and sufficiency of which is hereby acknowledged; (iii) that the
restrictions contained in this Section 6 do not preclude Executive
from earning a livelihood, nor do they unreasonably impose limitations on
Executive’s ability to earn a living, and that the potential harm to the
Company or its Affiliates of the non-enforcement of this Section 6
outweighs any harm to Executive of their enforcement by injunction or
otherwise; and (iv) that Executive has carefully reviewed this Agreement
and that he has consulted with independent legal counsel regarding his rights
and obligations under this Agreement (or, after carefully reviewing this
Agreement, was given the opportunity to, but has freely decided not to, consult
with independent legal counsel), has given careful consideration to the
restraints imposed upon Executive by this Agreement, fully understands the
terms and conditions contained herein and is in full accord as to their
necessity for the reasonable and proper protection of the Company’s
near-permanent customer relationships and employee relationships and
Confidential Information and those of its Affiliates, and Executive intends for
such terms to be binding on and enforceable against him, and that each and
every restraint imposed by this Agreement is reasonable with respect to subject
matter, time period and geographical area.


 


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


 


7.            Definitions.  The following definitions
shall be applied to the capitalized terms used in this Agreement for all
purposes, unless otherwise clearly indicated:


 


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


 


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


 


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


 


“Company” shall have the meaning given to
such term in the preamble hereto, any successor to its business and/or assets
which assumes this Agreement by operation of law or otherwise, and their
respective Subsidiaries.


 


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“Net
Debt” means, at the time of determination, the excess of (i) indebtedness
of the Company and its Subsidiaries over (ii) cash and cash equivalents of
the Company and its Subsidiaries.


 


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


 


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


 


8.           Notices.  Any notice provided for in
this Agreement must be in writing and must be either personally delivered,
mailed by first class mail (postage prepaid and return receipt requested) or
sent by reputable overnight courier service (charges prepaid) to the recipient
at 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


 


David
F. Myers, Jr.


1302
Scott Avenue 


Winnetka,
IL 60093 


Telecopier:
(847) 446-8964


 


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


 


9.             General Provisions.


 


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


 


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


 


(c)            Counterparts.  This
Agreement may be executed in separate counterparts, each of which is deemed to
be an original and all of which taken together constitute one and the same
agreement.


 


(d)           Successors and Assigns.  Unless
otherwise expressly provided, this Agreement shall bind and inure to the
benefit of and be enforceable by Executive, the Company and their respective
successors and assigns.


 


(e)            Governing Law.  The
laws of the state of Illinois shall govern all issues and questions concerning
the employment of Executive, without giving effect to any choice of law or
conflict of law rules or provisions (whether of the State of Illinois or
any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Illinois.  All other issues and questions concerning the
construction, validity, enforcement and interpretation of this Agreement and
the exhibits and schedules hereto shall be governed by, and construed in
accordance with, the laws of the State of Delaware, without giving effect to
any


 


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


 


(f)            Amendment and Waiver.  The
provisions of this Agreement may be amended and waived only with the prior
written consent of the Company and Executive.


 


(g)           Third-Party Beneficiary.  Except
as expressly provided, there are no beneficiaries to this Agreement other than
the signatories hereto.


 


(h)           Business Days.  If
any time period for giving notice or taking action hereunder expires on a day
which is a Saturday, Sunday or legal holiday in the state in which the Company’s
chief executive office is located, the time period shall be automatically
extended to the business day immediately following such Saturday, Sunday or
legal holiday.


 


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


 


(j)            Withholding.  All amounts payable to
Executive as compensation hereunder shall be subject to customary withholding
by the Company.


 


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


 


(1)          Survival. Section 4, Section 6, Section 9(m),
 and the rest of Section 9 with
respect to Section 4 and Section 6 shall survive and
continue in full force in accordance with their terms notwithstanding any
termination of the Term.


 


(m)         Non-Disparagement.  The
Executive shall not make or publish any negative statements or communications
about Safety Products Holdings, Inc., Company, any Subsidiary or any
officer, manager, member or employee of Safety Products Holdings, Inc.,
Company, or any Subsidiary.  The Company
shall not, and shall cause Safety Products Holdings, Inc. and its
Subsidiaries not to, make or publish any negative statements or communications
about the Executive.


 


(n)          Effectiveness.  Notwithstanding
anything herein to the contrary, the parties agree that this Agreement is being
entered into in connection with that certain Purchase and Sale Agreement, dated
as of May 20, 2005, by and among the Company, NSP Holdings, L.L.C. and
Safety Products Holdings, Inc. (the “Purchase Agreement”) and this
Agreement shall become effective only upon consummation of the transactions
contemplated by the Purchase Agreement.  In
the event that the Purchase Agreement is terminated, or the transactions


 


12





















 


thereunder
otherwise not consummated, the obligations of the parties under this Agreement
shall automatically terminate.


 


(o)           Equity Program.  At
Closing under the Purchase Agreement, in addition to any rollover equity issued
to the Executive at that Closing (the “Rollover Equity”), Safety Products
Holdings, Inc. or its parent company shall issue to Executive 2.75% of its
fully diluted equity (the “Incentive Equity”).  The Rollover Equity and the Incentive Equity
shall be subject to the terms of an agreement to be negotiated by the parties
that will be substantially consistent with those terms set forth in the term
sheet attached hereto as Exhibit C.


 


13





















 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first 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.

  



 


14





















 


EXHIBIT A


 


Bonus Plan Schedule


 


15





















 


2006
Bonus 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

  	
  %

  



 










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


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


 





















 


EXHIBIT B


 


For
consideration received (including payments, promises, and agreements), David F.
Myers, Jr. (the “Executive”) on behalf of himself and on behalf of any
dependents, spouse, heirs, successors and assigns, does hereby generally
release, Safety Products Holdings, Inc., Norcross Safety Products, L.L.C.,
and each of their respective predecessors, successors, assignees, parent
companies, 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’s
fees, sums of money, suits, contacts, covenants, controversies, agreements,
promises, responsibilities, obligations and accounts of any nature whatsoever
in law or in equity, direct or indirect, both past and present and whether or
not now or heretofore known, suspected, or claimed against the Released Persons
including, but not limited to, any claim relating to, by reason of, or arising
out of, any acts, matters or omissions of the Released Persons, Executive’s
employment with any of the Released Persons, events occurring during the course
of such employment, or the termination thereof; including but not limited to,
any claim of unlawful discrimination due to race, sex, religion, national
origin, handicap, ancestry, or age or other claim of unlawful employment
discrimination; any claim that any of the Released Persons violated any promise
or agreement, either express or implied, with Executive or that any of the
Released Persons has terminated or caused termination of Executive’s employment
for any unlawful reason or in an unlawful fashion, including specifically
without limiting the generality of the foregoing, any claim under the Family
and Medical Leave Act, the Worker Adjustment Retraining and Notification Act,
the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of
1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, the
Rehabilitation Act, the Labor Management Relations Act, or the Equal Pay Act,
each as amended from time to time, or violated any other federal, state, or
local 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 fringe
benefit.  This release shall in no
respect have any force or effect with respect to (a) claims with respect
to Executive’s equity interests in Safety Products Holdings, Inc. to the
extent that such claims relate to facts and circumstances which form the basis
of a claim brought by an equityholder that is not an employee of Safety
Products Holdings, Inc. or its Subsidiaries; (b) claims for rights of
indemnification or exculpation under the constitutive documents of Safety
Products Holdings, Inc. or any of its Subsidiaries, provided that
Executive (or his guardian or personal representative) certifies to his
knowledge 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 of
any of Executive’s equity, or (d) the rights of the Executive arising from
breaches after the date hereof of any agreement to which the Executive and such
Released Person are a party.


 


16





















 


EXHIBIT C


 


17





















 


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

  



 










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


 





















 


	
   

  	
   

  	
  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