Amended and Restated Riddell Holdings, LLC 2003 Equity Incentive Plan



 Exhibit 10.3 
  
 RIDDELL HOLDINGS, LLC 
  
 2003 Equity Incentive Plan 
 (amended as of March 17, 2005) 
  

	1.	Purpose. 

  
 The purpose of this 2003 Equity Incentive Plan (as amended from time to time, the “Plan”) is to advance the interests of Riddell
Holdings, LLC, a Delaware limited liability company (the “Company”), by enhancing the ability of the Company and its Subsidiaries (as defined below) to attract and retain managers, directors, employees, consultants or advisers who
are in a position to make significant contributions to the success of the Company, to reward such Persons for their contributions and to encourage such Persons to take into account the long-term interests of the Company and its Subsidiaries. The
Plan provides for the award of Class B Common Units of the Company (the “Units”). 
  

	2.	Eligibility for Awards. 

  
 Persons (as defined below) eligible to receive awards under the Plan shall be all managers and directors (including managers and directors who are not
employees) of the Company and all executive officers of the Company and its Subsidiaries and other employees, consultants and advisers who, in the opinion of the Board, are in a position to make a significant contribution to the success of the
Company and its Subsidiaries; provided, however, that the Fenway Investors and their Affiliates and successors and assigns shall not be eligible to receive awards under the Plan (the “Participants”). 
  

	3.	Administration. 

  
 The Plan shall be administered by the Board of Managers (the “Board”) of the Company or, if applicable, the successors and assigns of the
Company. The Board shall have authority, not inconsistent with the express provisions of the Plan: (a) to grant awards to such Participants as the Board may select; (b) to determine the time or times when awards shall be granted and the number of
Units subject to each award; (c) to determine the terms and conditions of each award; (d) to prescribe the form or forms of any instruments evidencing awards and any other instruments required under the Plan and to change such forms from time to
time; (e) to adopt, amend and rescind rules and regulations for the administration of the Plan; and (f) to interpret the Plan and any award granted hereunder and to decide any questions and settle all controversies and disputes that may arise in
connection with the Plan or any award granted hereunder. Such determinations of the Board shall be conclusive and shall bind all Persons. Subject to Section 8, the Board also shall have the authority, both generally and in particular instances, to
waive compliance by any Participant with any obligation to be performed by such Participant under any award, to waive any condition or provision of any award and to amend or cancel any award (and if any award is canceled, to grant a new award on
such terms as the Board shall specify); provided, however, that except as expressly provided in the Plan or in any award granted hereunder, the Board may not take any action with respect to any outstanding award that would 

  









 
adversely affect the rights of the Participant under such award without the written consent of two-thirds of Participants so affected. Nothing in the
immediately preceding sentence shall be construed as limiting the power of the Board to make adjustments required by Section 5(c) or 6(g). 
  
 The Board may, in its sole discretion, delegate some or all of its powers with respect to the Plan to a committee (the “Committee”), in
which event all references in this Plan (as appropriate) to the Board shall be deemed to refer to the Committee. The Committee, if one is appointed, shall consist of at least two managers. A majority of the members of the Committee shall constitute
a quorum, and all determinations of the Committee shall be made by a majority of its members. Any determination of the Committee under the Plan may be made without notice or meeting of the Committee by a writing signed by a majority of the Committee
members. 
  
 In the event that, at the time of a Change of
Control, there are Units subject to this Plan which have not at any time been awarded to a Participant (the “Unallocated Units”), such Unallocated Units shall be awarded prior to such Change of Control in amounts and to Participants
who are employees or officers of the Company and its Subsidiaries, in such amounts as determined by the Board after consultation with the Chief Executive Officer of the Company, and shall have a Distribution Threshold equal to zero (0). 

 

	4.	Effective Date and Term of Plan. 

  
 The effective date of the Plan is June 25, 2003, the date on which it was approved and adopted by the Board. 
  
 Except as otherwise determined by the Board, no awards shall be granted under
the Plan after the completion of ten years from the date on which the Plan was adopted by the Board, but awards previously granted may extend beyond such date. 
  

	5.	Units Subject to the Plan. 

  
 (a) Number of Units. Subject to adjustment as provided in Section 5(c), the aggregate number of Units that may be awarded under the Plan shall be
26,787,830.997 Units. If any award granted under the Plan terminates without having been Vested in full, the number of Units as to which such award was not Vested shall be available for future grants within the limits set forth in this Section 5(a).

  
 (b) Units to Be Delivered. Units delivered under the
Plan shall be authorized but unissued Units or, if the Board in its sole discretion so decides, previously issued Units acquired by the Company. 
  
 (c) Changes in Units. In the event that the Company (i) pays a dividend or makes a distribution on the Class A Common Units (the “Class A
Units”) or the Class B Common Units (collectively, the “Common Units”) in Units, (ii) subdivides its outstanding Common Units into a greater number of Units, (iii) combines its outstanding Common Units into a smaller number
of Units, (iv) issues by reclassification of its Common Units any Common Units, (v) enters into any agreement relating to the recapitalization of the Company, then the number and kind of Units or 

  

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other securities of the Company subject to awards then outstanding or subsequently granted under the Plan, the maximum number of Units or other securities
that may be delivered under the Plan and other relevant provisions shall be appropriately adjusted by the Board in an equitable manner which provides similar treatment to similarly situated Participants, and the Board’s determination shall be
binding on all Persons. 
  
 The Board shall consider adjusting the
number of Units or other securities subject to outstanding awards and the Distribution Threshold and other terms of outstanding awards in an equitable manner which provides similar treatment to similarly situated Participants so that the Units
granted hereunder constitute a continuing incentive following any changes in accounting practices or principles, extraordinary dividends, consolidations or mergers, acquisitions, or dispositions of stock or property, in each case if it is determined
by the Board that such adjustment is necessary, advisable or appropriate. 
  

	6.	Terms and Conditions of Units. 

  
 (a) Distribution Threshold. The Distribution Threshold with respect to each Unit shall be the amount specified by the Board of Managers at the time
of its issuance, provided that such amount shall not be less than (x) the amount of Distributions (as defined in the LLC Agreement) to which such Unit would be entitled (if its Distribution Threshold were zero) under Section 5.1(a)(iv) of the LLC
Agreement if, immediately after the issuance of such Unit, all the assets of the Company were sold for their respective Fair Values (as defined in the LLC Agreement) the liabilities of the Company were paid in full, and the remaining proceeds were
distributed in accordance with Section 5.1 of the LLC Agreement, minus (y) any amount contributed in respect of such Unit. 
  
 (b) Vesting of Units. A Unit shall be vested (“Vested”) during such period or periods as the Board may specify; provided,
however, that the Board shall not change the Vesting provisions set forth in any Unit certificate or grant following its issuance in a manner that adversely affects the holder thereof. Without limiting the generality of the foregoing, the
Board may specify a different time or times and different conditions with respect to the Vesting of Units, which shall be set forth in the Units certificate, for Time Vested Units, EBITDA Performance Units, Earn-Back Units, IRR Performance Units and
for Superincentive Units granted in the same Unit award. In the case of a Unit not immediately Vested in full, the Board may at any time accelerate the time at which all or any part of the Unit may become Vested. 
  
 (c) Nontransferability of Awards; Transfer of Units. Except as
otherwise set forth in a Unit award, or in the LLC Agreement, no award may be transferred other than by will or by the laws of descent and distribution. 
  
 In the absence of an effective registration statement under the Act relating to a transfer of Units, the Company shall not be required to register such
transfer of Units on its books unless the Company shall have been provided with a legal opinion satisfactory to the Company in form and substance from counsel reasonably satisfactory to the Company prior to such transfer that registration under the
Act is not required in connection with the transaction resulting in such transfer. Each certificate evidencing such Units or issued upon any transfer of such Units shall bear an appropriate restrictive legend, except that such certificate shall not
bear such a restrictive 

  

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legend if the opinion of counsel referred to above is to the further effect that such legend is not required in order to establish compliance with the
provisions of the Act. Nothing in this paragraph shall modify or otherwise affect the provisions applicable to the Units under, or the obligations of the Participants pursuant to, the LLC Agreement of the Company. 
  
 (d) Termination for Cause. Except as otherwise set forth in a Unit
certificate or award, or any employment agreement with the Company or any of its Subsidiaries, if any, if a Participant’s employment with the Company or any of its Subsidiaries is terminated for Cause (as defined below), all Vested and unvested
awards held by such Participant shall terminate immediately upon such Participant’s discharge. 
  
 Except as otherwise set forth in a Unit certificate or award, or any employment agreement with the Company or any of its Subsidiaries the following events
or conditions, as determined by the Board in its reasonable judgment, shall constitute “Cause” for termination: (i) a Participant’s refusal or willful failure to substantially perform his duties within three (3) days after a
written demand for performance is delivered to such Participant by the Board which identifies the manner in which it is believed that such Participant has failed to perform his duties; (ii) a Participant’s gross negligence or willful misconduct
with regard to the Company, or its Subsidiaries or their Affiliates which has a material adverse impact on the Company, its Subsidiaries or their Affiliates, whether economic, or reputation wise or otherwise, as determined by the Board; (iii) a
Participant’s conviction of, or pleading nolo contendere to, (A) a felony or any crime involving fraud, or material dishonesty or (B) any felony or crime involving moral turpitude that might reasonably be expected to adversely affect the
Company or any of its Subsidiaries, (iv) a Participant’s refusal or willful failure to follow a lawful, written direction of the Board or its designee, within the scope of such Participant’s duties within three (3) days after written
notice has been given to such Participant by the Board that failure to follow the direction will be grounds for termination for Cause; (v) a Participant’s theft, fraud, breach of a fiduciary duty owed to the Company or its Affiliates or any
material act of dishonesty related to the Company or any of its Subsidiaries; or (vi) “cause” as defined under any applicable employment agreement of a Participant. 
  
 (e) Other Termination. Except as otherwise set forth in a Unit certificate or award, or any employment agreement with
the Company or any of its Subsidiaries, if a Participant’s employment with the Company and its Subsidiaries terminates for any reason other than termination for Cause, then any award held by such Participant that is not Vested prior to the date
of such termination of employment shall immediately terminate. 
  
 For purposes of this Section 6(e), employment shall not be considered terminated (1) in the case of sick leave or other bona fide leave of absence approved for purposes of the Plan by the Board, so long as a Participant’s right to
reemployment is guaranteed either by statute or by contract, or (2) in the case of a transfer of employment between the Company and any of its Subsidiaries or between any of its Subsidiaries. 
  
 (f) Termination of Service of Non-Employees. In the case of any
Participant who is not an employee of the Company or any of its Subsidiaries, provisions relating to the awards following termination of service shall be specified in the Unit certificate or award. 
  

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 (g) Mergers, etc. Except as otherwise set forth in any Unit award, in the event of a consolidation
or merger in which the Company is not the surviving corporation (other than a consolidation or merger between the Company and either Fenway Partners Capital Fund II, L.P. or its Affiliate) all outstanding awards which are not Vested at the time of
such merger or consolidation (each an “Unvested award”) shall thereupon terminate; provided, however, that at least 20 days prior to the effective date of any such merger or consolidation, the Board, in its sole
discretion, may either (i) make some or all of such Unvested awards Vested immediately prior to the consummation of such merger or consolidation, or (ii) if there is a surviving or acquiring corporation or other related entity, arrange, subject to
the consummation of such merger or consolidation, to have such corporation or related entity or an Affiliate of such corporation or related entity grant to Participants replacement awards for such Unvested awards which provide similar treatment and
comparable value to similarly situated Participants.  
  
 Except as otherwise set forth in any Unit award, in the event of a consolidation or merger between the Company and either Fenway Partners Capital Fund II, L.P. or its Affiliate in which the Company is not the surviving corporation, all
Unvested awards shall thereupon terminate; provided, however, that at least 20 days prior to the effective date of any such merger or consolidation, the Board shall, in its sole discretion, either (i) make some or all Unvested awards
Vested immediately prior to the consummation of such merger or consolidation, and/or (ii) if there is a surviving or acquiring corporation or other related entity, arrange, subject to the consummation of such merger or consolidation, to have such
corporation or related entity or an Affiliate of such corporation or related entity grant to Participants replacement awards for Unvested awards which have not been Vested pursuant to clause (i) hereof which provide similar treatment and comparable
value to similarly situated Participants. 
  
 The Board may
grant awards under the Plan in substitution for awards held by employees, consultants or advisers of another corporation who concurrently become employees, consultants or advisers of the Company or any of its Subsidiaries as the result of a merger
or consolidation of such other corporation with the Company or any of its Subsidiaries, or as the result of the acquisition by the Company or any of its Subsidiaries of property or stock of such other corporation. The Company may direct that
substitute awards be granted on such terms and conditions as the Board considers appropriate in the circumstances. 
  

	7.	Certain Rights. 

  
 Neither the adoption of the Plan nor the grant of awards shall confer upon any Participant any right to continue as a director of, an officer of, an
employee of, or consultant or adviser to, the Company, any parent of the Company or any Subsidiary or affect in any way the right of the Company, any of its parents or any of its Subsidiaries to terminate such Participant at any time. Except as
specifically provided by the Board in any particular case, the loss of existing or potential profit in awards granted under this Plan shall not constitute an element of damages in the event of any termination of the relationship of any Participant,
even if such termination is in violation of any obligation of the Company to such Participant by contract or otherwise. 
  

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	8.	Effect, Discontinuance, Cancellation, Amendment and Termination. 

  
 Neither the adoption of the Plan nor the grant of awards to a Participant shall affect the Company’s right to make awards to such Participant that
are not subject to the Plan, to issue to such Participant Units as a bonus or otherwise or to adopt other plans or arrangements under which Units may be issued. 
  

The Board may at any time discontinue granting awards under the Plan. With the written consent of any Participant, the Board may at any time cancel in
whole or in part any existing award held by such Participant and grant another award for such number of Units as the Board specifies. The Board may at any time or times amend the Plan or any outstanding award for the purpose of any changes in
applicable laws or regulations or for any other purpose that may at the time be permitted by law, or may at any time terminate the Plan as to any further grants of awards; provided, however, that except as expressly provided in the
Plan or in any award granted hereunder, no such amendment shall adversely affect the rights of any Participant (without the written consent of two-thirds of such Participants) under such awards. 
  

	9.	Definitions 

  
 “Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. 
  
 “Affiliates” means any person directly or indirectly
controlled by, controlling or under common control with such Person. For purposes of this definition, “control,” when used with respect to any Person, means the power to directly or indirectly direct the management and policies of such
person, whether through the ownership of voting securities, by contract or otherwise; the terms “controlling” and “controlled” have meanings correlative to the foregoing. 
  
 “Board” has the meaning set forth in Section 3. 

 
 “Cause” has the meaning set forth in Section 6(d).

  
 “Change of Control” means (a) any change in
the ownership of the Common Units of the Company if, immediately after giving effect thereto, (i) the Fenway Investors will hold, directly or indirectly, less than 50% of the number of outstanding Common Units held by the Fenway Investors as of the
effective date of the Plan or (ii) any Person other than the Fenway Investors will hold, directly or indirectly, greater than 50% of the number of outstanding Class A Common Units of the Company; or (b) any sale or other disposition of all or
substantially all of the assets of the Company (including, without limitation, by way of a merger or consolidation or through the sale of all or substantially all of the stock of its Subsidiaries or sale of all or substantially all of the assets of
the Company and its Subsidiaries, taken as a whole) to another Person (the “Change of Control Transferee”) if, immediately after giving effect thereto, any Person (or group of Persons acting in concert) other than the Fenway
Investors will have the power to elect a majority of the members of the board of managers (or other similar governing body) of the Change of Control Transferee. 
  

“Committee” has the meaning set forth in Section 3. 
  
 “Company” has the meaning set forth in Section 1. 
  

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 “Fenway Investors” shall mean each of Fenway Partners Capital Fund II, L.P., a Delaware
limited partnership, Fenway Partners, Inc., a Delaware corporation, any employees thereof and their respective Subsidiaries and Affiliates. 
  
 “Participants” has the meaning set forth in Section 2. 
  
 “Person” means any individual, partnership, joint venture, corporation, trust, unincorporated organization
or entity, or any government, or department or agency thereof, or any other similar entity. 
  
 “Plan” has the meaning set forth in Section 1. 
  
 “LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of the Company dated as of September 30, 2004, as
amended, restated and in effect from time to time, among the Company and the other parties named therein. 
  
 “Subsidiary” means any Person of which the Company at the time (a) shall own, directly or indirectly through a Subsidiary, at least a
majority of the outstanding capital stock (or other shares of beneficial interest) entitled to vote generally or (b) shall control the board of directors or managers of such Person. 
  
 “Unallocated Units” has the meaning set forth in Section 3. 
  
 “Vested” has the meaning set forth in Section 6(b).

  
 Adopted as of June 25, 2003. 
 Amended as of March 17, 2005. 
  

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