(d) During the term hereof, the Executive shall devote her full business time and bestefforts, business judgment, skill and knowledge exclusively to the advancement of the business andinterests of the Company and its Immediate Affiliates and to the discharge of her duties andresponsibilities hereunder. During the term of this Agreement, the Executive may engage in passivemanagement of her personal investments and in such community and charitable activities as do notindividually or in the aggregate give rise to a conflict of interest orotherwise interfere with her performance of her duties and responsibilities hereunder. It isagreed that the Executive shall not accept membership on a board of directors or other governingboard of any Person (as defined in Section 13 hereof) without the prior approval of theBoard or its authorized representative. It also is agreed that if the Board subsequentlydetermines, and gives notice to the Executive, that any such membership, previously approved, ismaterially inconsistent with the Executive’s obligations under Section 7, Section 8or Section 9 of this Agreement or gives rise to a material conflict of interest, theExecutive shall cease such activity promptly following notice from the Company.4. Compensation and Benefits. As compensation for all services performed by theExecutive under and during the term hereof and subject to performance of the Executive’s duties andof the obligations of the Executive to the Company and its Affiliates, pursuant to this Agreementor otherwise:(a) Base Salary.(i) Initially during the term hereof, the Company shall pay the Executive a base salaryat the rate of Three Hundred Forty Five Thousand Dollars ($345,000.00) per annum, payable inaccordance with the payroll practices of the Company for its executives and, commencing incalendar year 2010, subject to annual review by the compensation committee of the Board andto increase, but not decrease, in the discretion of such committee or the Board. TheExecutive’s base salary, as from time to time increased, is hereafter referred to as the“Base Salary.”(ii) Effective January 1, 2010, the Company shall provide the Executive a housingallowance in an amount of Eight Thousand Dollars ($8,000.00) per month, grossed up for thefederal, state and local (if applicable) income and employment tax liability resulting tothe Executive (the “Housing Allowance”). The Company will provide the Executive theHousing Allowance, payable monthly with the Base Salary, while her employment continuesunder this Agreement, until January 31, 2013. In the event that the Executive’s employmenthereunder terminates prior to January 31, 2013, the Housing Allowance will be provided tothe Executive in accordance with the applicable provision of Section 5 hereof andthe following: In the event that the Executive’s employment hereunder is terminated by theCompany other than for Cause or is terminated by the Executive for Good Reason prior toJanuary 31, 2013, the Housing Allowance will be continued, as Post-Employment Compensation(as defined in Section 5(h) hereof), subject to the conditions set forth in saidSection 5(h), payable on a monthly basis until the expiration of twelve (12) monthsfollowing the Date of Termination (as defined in Section 5(a) hereof) or untilJanuary 31, 2013, whichever occurs first. In the event of termination of the Executive’semployment pursuant to Section 5(a) hereof (as a result of death), the HousingAllowance will be payable monthly to the Executive’s estate until the expiration of twelve(12) months following the Date of Termination or until January 31, 2013, whichever occursfirst. In the event that the Executive’s employment hereunder is terminated by the Companypursuant to Section 5(b) hereof, the Housing Allowance will be continued, asPost-Employment Compensation (as defined in Section 5(h) hereof), subject to theconditions set forth in said Section 5(h),
 
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payable on a monthly basis until theexpiration of twelve (12) months following the Date ofTermination, until the Executive commences new employment or until January 31, 2013, whichever occursfirst. In the event that the Executive’s employment terminates other than in accordancewith Section 5(a), Section 5(b), Section 5(d), Section 5(e)or Section 5(g) of this Agreement, the Housing Allowance shall cease on the Date ofTermination. The Company will review and adjust the Housing Allowance at reasonableintervals during the term hereof and following the final payment hereunder to true up forfederal, state and local (if any) income and employment taxes imposed on the Executive as aresult of the Housing Allowance paid hereunder; the Executive agrees that she will cooperateby providing such information and supporting documentation as the Company may reasonablyrequest in connection with any such review; the Company will provide the Executive a copy ofthe results of each such review and supporting calculations; and the Company and theExecutive each agrees to pay promptly such amount, if any, determined by any Company reviewto be owed to the other party. The true up payment to be made by the Company to theExecutive hereunder shall be made by no later than the end of the Executive’s taxable yearimmediately following the taxable year in which the Executive remits the related taxes.(b) Bonus Compensation. For each fiscal year completed during the term hereof, theExecutive shall have the opportunity to earn an annual bonus (“Annual Bonus”) under theexecutive incentive plan then applicable to the Company’s executives, as in effect from time totime, based on target objectives determined by the Board or a designated committee thereof afterconsultation with the CEO. Effective January 1, 2010, the Executive’s target bonus under theexecutive incentive plan shall be Seventy Five (75%) of the Base Salary, with a potential for theAnnual Bonus to exceed target if achievement exceeds the target objectives. The actual amount ofeach Annual Bonus shall be as determined by the Board or its designated committee. Any AnnualBonus due to the Executive hereunder will be payable not later than two and one-half monthsfollowing the close of the fiscal year for which the bonus was earned or as soon asadministratively practicable thereafter, within the meaning of Section 409A of the Internal RevenueCode and the regulations promulgated thereunder, each as amended (“Section 409A”). Exceptas otherwise provided in Section 5 hereof, the Executive must be employed on the last dayof a fiscal year in order to be eligible to earn an Annual Bonus for that fiscal year.(c) Equity Participation. Any equity awards granted to the Executive after the datehereof shall be at the discretion of the Board of Managers of Easton Bell Sports, LLC (the“Parent”) and subject to the Easton Bell Sports, LLC Fifth Amended and Restated LimitedLiability Company Agreement as amended from time to time (the “LLC Agreement”), to theEaston Bell Sports, LLC 2006 Equity Incentive Plan, as amended from time to time (the“Plan”), or any subsequent equity incentive plan and to any unit certificate and/or otheragreements and requirements as the Parent may adopt from time to time for those equity participantswho are employees of the Company or for all equity participants generally.(d) Employee Benefit Plans. During the term hereof, the Executive shall be entitledto participate in all “Employee Benefit Plans,” as that term is defined in Section 3(3) ofERISA, including both health and welfare plans and retirement plans, from time to time in effectfor executives of the Company generally, except to the extent any of the Employee Benefit Plans isduplicative of a benefit otherwise provided to the Executive under this Agreement. The Executive’sparticipation shall be subject to the terms of the applicable Employee Benefit Plandocuments and generally applicable Company policies. The Company reserves the right andExecutive agrees to accept any modification or change in employee benefit plans so long as suchchange applies to the group of participants eligible for the benefit plan.
 
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(e) Car Allowance. Effective January 1, 2010, the Company shall provide the Executivea non-accountable expense allowance for an automobile and its expenses in the amount of OneThousand Five Hundred Dollars ($1,500.00) per month (which amount shall be subject to federal,state and local (if any) income and employment taxes).(f) Vacations. During the term hereof, the Executive will be entitled to four (4)weeks of vacation per year, to be taken at such times and intervals as shall be determined by theExecutive, subject to the reasonable business needs of the Company and with the approval of theBoard or a committee thereof. Vacation shall otherwise be governed by the policies of the Company,as in effect from time to time.(g) Business Expenses. The Company will pay or reimburse the Executive within thirty(30) days of the Company’s receipt of a reasonably detailed expense report for all reasonable,customary and necessary business expenses incurred or paid by the Executive in the performance ofher duties and responsibilities hereunder, subject to any maximum annual limit and otherrestrictions on such expenses set by the Board, to such reasonable substantiation, documentationand submission deadlines as may be specified by the Company from time to time. Any suchreimbursements shall be paid no later than December 31 of the year following the year in which theexpense was incurred.(h) Directors & Officers Insurance Coverage. During the term hereof, the Companyshall provide the Executive the same coverage under any directors and officers (“D&O”)liability insurance which the Company elects to maintain as it provides to its other executivesand, after the termination of her employment hereunder, the same rights of indemnification andcontribution, and the same coverage under any D&O liability insurance it elects to maintain, as itsother former executives. The Company shall be under no obligation hereunder, however, to maintainany D&O liability insurance.5. Termination of Employment and Severance Benefits. Notwithstanding the provisionsof Section 2 hereof, the Executive’s employment hereunder shall terminate during the termhereof under the following circumstances:(a) Death. In the event of the Executive’s death during the term hereof, theExecutive’s employment hereunder shall immediately and automatically terminate. In such event,promptly following the date of termination of the Executive’s employment with the Company(hereafter, the “Date of Termination”), the Company shall pay promptly to her estate the FinalCompensation (as defined in Section 13 hereof). In addition to Final Compensation: (A)Subject to the Board’s discretion as provided in Section 4(b), the Company will pay to theExecutive’s estate an Annual Bonus for the fiscal year in which the Date of Termination occurs,determined by multiplying the Annual Bonus the Executive would have received had she continuedemployment through the last day of that fiscal year by a fraction, the numerator of which is thenumber of days she was employed during the fiscal year, through the Date of
 
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Termination, and thedenominator of which is 365 (a “Final Pro-Rated Bonus”). Such Final Pro-Rated Bonus will be (i) based on an assumed bonus of no less than the Annual Bonus received bythe Executive (if any) for the fiscal year preceding the fiscal year in which the Date ofTermination occurs and (ii) payable at the time annual bonuses are paid to Company executivesgenerally under its executive incentive plan. (B) The Company will pay the full premium cost ofhealth and dental plan coverage for each of the Executive’s qualified beneficiaries for twelve (12)months from the Date of Termination or until the date the qualified beneficiary ceases to beeligible for coverage continuation under the federal law commonly known as “COBRA,” whichever isless; provided, however, that in order to be eligible for the Company’s payments hereunder thequalified beneficiary must elect in a timely manner to continue coverage under the Company’s healthand dental plans under COBRA. (C) The Company will pay the Executive’s estate on a monthly basisuntil the expiration of twelve (12) months following the Date of Termination or until January 31,2013, whichever is earlier, any Housing Allowance due to it in accordance with Section4(a)(ii) hereof.(b) Disability.(i) The Company may terminate the Executive’s employment hereunder, upon notice to theExecutive, in the event that the Executive becomes disabled during her employment throughany illness, injury, accident or condition of either a physical or psychological nature and,as a result, is unable to perform substantially all of her duties and responsibilitieshereunder, notwithstanding the provision of any reasonable accommodation (exclusive of theleave of absence provided hereunder), for one hundred and eighty (180) days during anyperiod of three hundred and sixty-five (365) consecutive calendar days. In the event ofsuch termination, and provided that the Executive satisfies in full all of the conditionsset forth in Section 5(h) hereof, then, in addition to Final Compensation, theCompany shall provide the Executive the following: (A) The Company will pay the Executive aFinal Pro-Rated Bonus for the fiscal year on which the Date of Termination occurs, payableat the time annual bonuses are paid to Company executives generally under its executiveincentive plan or, if later on the sixtieth (60th) day after the Date ofTermination (subject to Section 5(h) hereof). (B) The Company will pay the fullpremium cost of health and dental plan coverage for Executive and her qualifiedbeneficiaries for twelve (12) months following the Date of Termination or, until the datethe Executive and her qualified beneficiaries cease to be eligible for coverage continuationunder COBRA, whichever is less; provided, however, that in order to beeligible for the Company’s premium payments hereunder the Executive and each qualifiedbeneficiary must elect in a timely manner to continue coverage under the Company’s healthand dental plans under COBRA. (C) If the Executive fails to satisfy the requirements toparticipate in the Company’s long-term disability insurance plan, the Company will continueto pay the Executive the Base Salary from the Date of Termination until the expiration ofsix (6) months thereafter or, if earlier, until the date the Executive recovers sufficientlyfrom her illness or injury to resume work on a substantially full-time basis (the“Recovery Date”), with payments commencing on the sixtieth (60th) dayafter the Date of Termination (subject to Section 5(h) hereof), but with the firstpayment retroactive to the day immediately following the Date of Termination. (D) TheCompany will pay to the Executive any Housing Allowance due to her in accordance withSection 4(a)(ii) and this clause (D), which Housing Allowance will bepayable on a monthly basis (x) until the expiration of twelve (12) months following theDate of Termination, (y) until the date the Executive commences new employment, or (z)until January 31, 2013, whichever occurs first, with payments commencing on the sixtieth(60th) day after the Date of Termination (subject to Section 5(h)hereof), but with the first payment retroactive to the month immediately following the monthin which the Date of Termination occurred.
 
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(ii) The Board may designate another employee to act in the Executive’s place duringany period of the Executive’s disability. Notwithstanding any such designation, theExecutive shall continue to receive compensation and benefits in accordance withSections 4(a) through 4(e) of this Agreement, subject to the terms andconditions of any plans, policies, agreements and other documents to which reference is madetherein (collectively, the “Plan Documents”), while her disability continues, untilthe Executive becomes eligible for disability income benefits under any disability plan inwhich she is a participant as a result of her employment with the Company or until sherecovers sufficiently to resume her duties and responsibilities hereunder (provided she doesso within the aforesaid one hundred and eighty (180) days or such longer period as the Boardin its discretion may provide) or until the termination of her employment, whichever shallfirst occur. If, while her employment hereunder continues, the Executive is receivingdisability income benefits under any such disability plan, the Executive shall not beeligible to receive the Base Salary, but shall continue to be eligible for payments andbenefits in accordance with Sections 4(b) through 4(e) of this Agreement,subject to the terms and conditions of the Plan Documents, until the earlier to occur of herrecovery or the termination of her employment under this Agreement. Executive agrees thatdetermination of disability benefits is solely determined by the insurance company providingsuch benefits to executives and employees.(iii) If any question shall arise as to whether during any period the Executive isdisabled through any illness, injury, accident or condition of either a physical orpsychological nature so as to be unable to perform substantially all of her duties andresponsibilities hereunder, the Executive may, and at the request of the Company shall,submit to a medical examination by a physician selected by the Company to whom the Executiveor her duly appointed guardian, if any, has no reasonable objection to determine whether theExecutive is so disabled and such determination shall for the purposes of this Agreement beconclusive of the issue. If such question shall arise and the Executive shall fail tosubmit to such medical examination, the Company’s determination of the issue shall bebinding on the Executive.(c) By the Company for Cause. The Company may terminate the Executive’s employmenthereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail thenature of such Cause. For purposes of this Agreement, “Cause” shall be limited to: (i)Executive’s indictment, charge or conviction of, or plea of nolo contendere to, (A) a felony or (B)any other crime involving fraud or material financial dishonesty or (C) any other crime involvingmoral turpitude that might be reasonably expected to, or does, materially adversely affect theCompany or any of its Affiliates, whether that effect is to economics, to reputation or otherwise;(ii) Executive’s gross negligence or willful misconduct with regard to the Company or any of itsAffiliates, including but not limited to its Immediate Affiliates, which has a material adverseimpact on Company or its Affiliates, whether economic or to
 
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reputation or otherwise; (iii) Executive’s refusal or willful failure to substantiallyperform her duties or to follow a material lawful written directive of the CEO or the Board or itsdesignee within the scope of the Executive’s duties hereunder which refusal or failure, in eithercase, remains uncured or continues after twenty (20) days’ written notice from the Board whichreferences the potential for a “for Cause” termination and specifies in reasonable detail thenature of the refusal or willful failure which must be cured; (iv) Executive’s theft, fraud or anymaterial act of financial dishonesty related to the Company or any of its Affiliates; (v) thefailure by the Executive to disclose any legal impediments to her employment by the Company or herbreach of any of her obligations to a former employer in connection with her employment by theCompany (e.g., her disclosure or use of proprietary confidential information of a former employeron behalf of the Company without such former employer’s consent); provided that Executivehas been provided with written notification of the foregoing and has been given five (5) days topresent any mitigating, corrective or clarifying information to the Board; (vi) the Executive’sbreach or violation of those provisions of this Agreement setting forth the Executive’s obligationswith respect to confidentiality, non-competition and non-solicitation; or (vii) the Executive’sbreach of any other material provision of this Agreement unless corrected by the Executive withintwenty (20) days of the Company’s written notification to the Executive of such breach. In theevent of such termination, the Company shall have no obligation to the Executive under thisAgreement other than provision of Final Compensation. Any equity in the Parent held by theExecutive on the Date of Termination shall be governed by the terms of the LLC Agreement, theapplicable equity incentive plan and any applicable unit certification, agreements and otherrequirements.(d) By the Company other than for Cause. The Company may terminate the Executive’semployment hereunder other than for Cause at any time upon notice to the Executive. In the eventof such termination, and provided that the Executive satisfies in full all of the conditions setforth in Section 5(h) hereof, then, in addition to Final Compensation, the Executive, ascompensation for her satisfying those conditions, shall be entitled to the following:(i) The Company shall pay the Executive a Final Pro-Rated Bonus for the fiscal year inwhich the Date of Termination occurs, payable at the time annual bonuses are paid to Companyexecutives generally under its executive incentive plan or, if later, on the sixtieth(60th) day after the Date of Termination (subject to Section 5(h)hereof).(ii) The Company shall pay the Executive compensation for the period of eighteen (18)months following the Date of Termination, at the rate of one-twelfth of the Base Salary permonth, commencing on the sixtieth (60th) day after the Date of Termination(subject to Section 5(h) hereof), but with the first payment being retroactive tothe day immediately following the Date of Termination.(iii) The Company shall pay the full premium cost of health and dental plan coveragefor Executive and her qualified beneficiaries until the earliest to occur of (A) theexpiration of eighteen (18) months following the Date of Termination, (B) the date theExecutive becomes eligible for participation in health and dental plans of another employeror (C) the date the Executive ceases to be eligible for participation under the Company’shealth and dental plans under COBRA; provided, however, that, in order tobe eligible for the Company’s payments hereunder, the Executive and each of herqualified beneficiaries must elect in a timely manner to continue coverage under theCompany’s health and dental plans under COBRA.
 
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(iv) The Company shall pay to the Executive any Housing Allowance due to her inaccordance with Section 4(a)(ii) hereof and this clause (iv), which HousingAllowance will be payable on a monthly basis until the expiration of twelve (12) monthsfollowing the Date of Termination or until January 31, 2013, whichever occurs first, withthe first payment being made on the sixtieth (60th) day after the Date ofTermination (subject to Section 5(h) hereof), but with the first payment beingretroactive to the month immediately following the month in which the Date of Terminationoccurred.(e) By the Executive for Good Reason.(i) The Executive may terminate her employment hereunder for Good Reason by providingnotice to the Company of the condition giving rise to the Good Reason no later than thirty(30) days following the occurrence of the condition, by giving the Company thirty (30) daysto remedy the condition and by terminating employment for Good Reason within thirty (30)days thereafter if the Company fails to remedy the condition.(ii) For purposes of this Agreement, “Good Reason” shall mean, without theExecutive’s consent, the occurrence of any one or more of the following events: (A) amaterial breach of this Agreement by the Company; (B) the material diminution of theExecutive’s title from that of Chief Operations Officer or of any of the Executive’ssignificant duties, authority or responsibilities; (C) any reduction in or failure to paythe Base Salary; or (D) any relocation of the Executive’s primary worksite to a site that ismore than thirty-five (35) miles from the Van Nuys Location.(iii) In the event of termination in accordance with this Section 5(e), andprovided that the Executive satisfies in full all of the conditions set forth in Section5(h) hereof, then, in addition to Final Compensation, the Company shall provide theExecutive the same bonus, compensation, premium payments and, if applicable, HousingAllowance, she would have received under clauses (i), (ii), (iii),and (iv) of Section 5(d) had her employment been terminated by the Companyother than for Cause.(f) By the Executive Other than for Good Reason. The Executive may terminate heremployment hereunder at any time upon sixty (60) days’ notice to the Company. In the event oftermination of the Executive pursuant to this Section 5(f), the Board may elect to waivethe period of notice, or any portion thereof, and, if the Board so elects, the Company will pay theExecutive her Base Salary for the initial sixty (60) days of the notice period (or for anyremaining portion thereof). The Company’s only other obligation to the Executive hereunder shallbe for Final Compensation, if any. Any equity in the Parent held by the Executive on the Date ofTermination shall be governed by the terms of the LLC Agreement, the applicable equity incentiveplan and any applicable unit certification, agreements and other requirements.
 
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(g) Termination Following a Change of Control. In the event that there occurs aChange of Control, as defined in Section 13(b) below, and during the period commencing onthe day immediately following the occurrence of a Change of Control and ending twenty-four (24)months thereafter the Company terminates the Executive’s employment hereunder other than for Causein accordance with Section 5(d) or the Executive terminates her employment hereunder forGood Reason in accordance with Section 5(e) and provided that the Executive satisfies infull all of the conditions set forth in Section 5(h) hereof, then, in addition to FinalCompensation, the Executive, in lieu of any payment for which she would have been eligible underSection 5(d) or Section 5(e) hereof, will be eligible for (A) a single lump sumpayment equal to eighteen (18) months of Base Salary, without offset for other earnings; (B) aFinal Pro-Rated Bonus for the fiscal year in which the Date of Termination occurs, payable at thetime bonuses are paid generally; (C) health and dental plan premium payments (or, as applicable,reimbursements) on the same terms and conditions applicable in the event of a termination otherthan for Cause or for Good Reason prior to a Change of Control; and (D) any Housing Allowance dueto her in accordance with Section 4(a)(ii) hereof and this clause (D), whichHousing Allowance will be payable on a monthly basis until the expiration of twelve (12) monthsfollowing the Date of Termination or January 31, 2013, whichever occurs first, with the firstpayment being made on the sixtieth (60th) day after the Date of Termination (subject toSection 5(h) hereof), but with the first payment being retroactive to the month immediatelyfollowing the month in which the Date of Termination occurred.(h) Conditions. The Executive’s eligibility to receive and retain any“Post-Employment Compensation” (meaning any and all compensation, of any kind, provided inaccordance with the applicable provision of Section 5 of this Agreement in connection withor following termination of employment, exclusive of Final Compensation) is subject to fullsatisfaction of all of the following as well as (A) the covenant of confidentiality set forth inSection 7 below and (B) the assignment of rights to Intellectual Property (as hereafterdefined) set forth in Section 8 below, but with the express understanding and agreement ofthe parties that the Executive is free to elect not to comply with clause (i) below and isfree not to forbear from competition or solicitation as set forth in clauses (ii),(iii) and (iv) immediately below, but that her right to any Post-EmploymentCompensation under this Agreement is expressly conditioned on compliance with said clause(i) and the forbearance required under all of said clauses (ii), (iii) and(iv), as well as her full satisfaction of her obligations under the covenant ofconfidentiality and assignment of rights to Intellectual Property (which obligations are notoptional and shall survive any termination, howsoever occurring). The conditions to receipt ofPost-Employment Compensation are as follows:(i) The Executive’s execution and return, to the person designated by the Company toreceive notices on its behalf in accordance with Section 18 hereof, of a timely andeffective release of claims in the form attached hereto and marked Exhibit A (“Releaseof Claims”), within the time period specified therein. The Release of Claims createslegally binding obligations and the Company therefore advises the Executive to consult anattorney before signing it. Notwithstanding any other provision of this Agreement, (A) theCompany shall not be required to make any payment of Post-Employment Compensation unless anduntil a Release of Claims has been executed by such holder and delivered to the Company, andthe Release of Claims has become
 
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irrevocable, all within sixty (60) days following the Dateof Termination; and (B) without limiting the generality of the foregoing, the Company shall not be or become obligatedto make any such payment unless a Release of Claims is so executed and delivered and theRelease of Claims has become irrevocable before the expiration of such 60-day period. Theforegoing provisions relating to a Release of Claims and any other provisions hereinrelating to a Release of Claims are not in limitation of any claims provisions contained inthe LLC Agreement and the provisions of the LLC Agreement relating to releases shall applyin accordance with their terms.(ii) Forbearance by the Executive for eighteen (18) months following the Date ofTermination from competition with the business of the Company and its Immediate Affiliatesanywhere in the world where the Company or any of those Immediate Affiliates is doingbusiness, whether as owner, partner, investor, consultant, agent, employee, co-venturer orotherwise. Specifically, but without limiting the foregoing, in order to satisfy thiscondition, the Executive must forbear from engaging in any activity that is competitive, oris in preparation to engage in competition, with the business of the Company and itsImmediate Affiliates and further the Executive must forbear from working or providingservices, in any capacity, whether as an employee, independent contractor or otherwise,whether with or without compensation, for or to any person or entity engaged in the businessof the Company and its Immediate Affiliates. The business of the Company and its Affiliatesis sporting hard goods. For illustrative purposes only, competitors of the Company and itsImmediate Affiliates on the date of this Agreement include Amer Sports Corporation andJarden Corporation and their respective subsidiaries. The foregoing condition, however,shall not fail to be met solely due to the Executive’s passive ownership of less than 3% ofthe equity securities of any publicly traded company.(iii) Forbearance by the Executive for eighteen (18) months following the Date ofTermination from any direct or indirect solicitation or encouragement of any of theCustomers of the Company or any of its Immediate Affiliates to terminate or diminish theirrelationship with the Company or any of its Immediate Affiliates and from any direct orindirect solicitation or encouragement of any of the Customers or Prospective Customers ofthe Company or any of its Immediate Affiliates to conduct with herself or any other Person(as defined in Section 13 hereof) any business or activity which such Customer orProspective Customer conducts or could conduct with the Company or any of its ImmediateAffiliates. For purposes of this Section 5(h), a Customer is a person or entitywhich was such at any time during the eighteen (18) months prior to the Date of Terminationand a Potential Customer is a Person contacted by the Company or any of its ImmediateAffiliates to become such at any time within eighteen (18) months prior to the Date ofTermination other than by general advertisement, provided, in each case that the Executivehad contact with such Customer or Potential Customer through her employment or her otherassociations with the Company or any of its Immediate Affiliates or had access toConfidential Information that would assist in her solicitation of such Customer or PotentialCustomer in competition with the Company or any of its Immediate Affiliates.
 
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(iv) Forbearance by the Executive for eighteen (18) months following the Date ofTermination from directly or indirectly hiring or otherwise engaging theservices of any employee, independent contractor or other agent providing services tothe Company or any of its Immediate Affiliates and from soliciting any such employee,independent contractor or agent to terminate or diminish his/her/its relationship with theCompany or any of its Immediate Affiliates. For purposes of this Section 5(h), anemployee, independent contractor or agent means any Person who was performing services forthe Company or any of its Immediate Affiliates in such capacity at any time during thetwelve (12) months immediately preceding the Date of Termination.(i) Timing of Payments. Notwithstanding anything to the contrary in this Agreement,if at the time of the Executive’s separation from service the Executive is a “specified employee,”as hereinafter defined, no payment shall be made to the Executive before the date which is six (6)months after she separates from service (within the meaning of Section 409A), except to the extentof amounts that do not constitute a deferral of compensation within the meaning of TreasuryRegulations 1.409A-1(b) (including without limitation by reason of the safe harbor set forth in1.409A-1(b)(9)(iii)), benefits which qualify as excepted welfare benefits pursuant to Section 409A,or other amounts or benefits that are not subject to the requirements of Section 409A. Forpurposes of this Section, “separation from service” shall be determined in a mannerconsistent with subsection (a)(2)(A)(i) of Section 409A and the term “specified employee”shall mean an individual determined by the Company to be a specified employee as defined insubsection (a)(2)(B)(i) of Section 409A.6. Effect of Termination. The provisions of this Section 6 shall apply to anytermination of the Executive’s employment under this Agreement, whether pursuant to Section5 or otherwise.(a) Provision by the Company of Final Compensation, if any, to which the Executive is entitledand Post-Employment Compensation, if any, which the Executive earns under the applicabletermination provision of Section 5 shall constitute the entire obligation of the Company tothe Executive hereunder following termination of her employment by the Company. The Executiveshall promptly give the Company notice of all facts necessary for the Company to determine theamount and duration of its obligations in connection with any termination pursuant to Section5 hereof.(b) Except for health and dental plan participation continued in accordance with COBRA, theExecutive’s participation in Employee Benefit Plans shall terminate pursuant to the terms of theapplicable Plan Documents based on the Date of Termination without regard to any Post-EmploymentCompensation earned by the Executive following the Date of Termination.(c) Provisions of this Agreement shall survive any termination if so provided herein or ifnecessary or desirable to accomplish the purposes of other surviving provisions, including withoutlimitation the conditions to receipt of Post-Employment Compensation set forth in Section5(h) and the obligations of the Executive under Sections 7 and 8 hereof. TheExecutive recognizes that, except as expressly provided in Section 5(d) and 5(e)with respect to Post-Employment Compensation earned in accordance with Section 5(h), or asexpressly provided in Section 5(f) with respect to Base Salary for any notice periodwaived, no compensation is earned after termination of employment.
 
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7. Confidential Information.(a) The Executive acknowledges that the Company and its Affiliates continually developConfidential Information (as defined in Section 13 hereof); that the Executive may developConfidential Information for the Company or its Affiliates; and that the Executive may learn ofConfidential Information during the course of employment. The Executive will comply with thepolicies and procedures of the Company and its Affiliates for protecting Confidential Informationand shall not disclose to any Person or use, other than as required by applicable law or for theproper performance of her duties and responsibilities to the Company and its Affiliates, anyConfidential Information obtained by the Executive incident to her employment or other associationwith the Company or any of its Affiliates. The Executive understands that this restriction shallcontinue to apply after her employment terminates, regardless of the reason for such termination.(b) All documents, records, tapes and other media of every kind and description relating tothe business, present or otherwise, of the Company or any of its Affiliates and any copies, inwhole or in part, thereof (the “Documents”), whether or not prepared by the Executive,shall be the sole and exclusive property of the Company and its Affiliates. The Executive shallsafeguard all Documents and shall surrender to the Company at the time her employment terminates,or at such earlier time or times as the CEO or the Board or its designee may specify, all Documentsand all other property of the Company and its Affiliates then in the Executive’s possession orcontrol.8. Assignment of Rights to Intellectual Property. The Executive shall promptly and fullydisclose all Intellectual Property (as defined in Section 13 hereof) to the Company. TheExecutive hereby assigns and agrees to assign to the Company (or as otherwise directed by theCompany) the Executive’s full right, title and interest in and to all Intellectual Property. TheExecutive agrees to execute any and all applications for domestic and foreign patents, copyrightsor other proprietary rights and to do such other acts (including without limitation the executionand delivery of instruments of further assurance or confirmation) requested by the Company toassign the Intellectual Property to the Company and to permit the Company to enforce any patents,copyrights or other proprietary rights to the Intellectual Property. The Executive will not chargethe Company for time spent in complying with these obligations. The Executive acknowledges herunderstanding that any provision of this Agreement requiring her to assign rights to IntellectualProperty does not apply to any invention that qualifies under California Labor Code §2870, whichwas reproduced in Exhibit B to the Original Agreement (“Written Notification to theEmployee”), attached hereto, which the Executive here acknowledges that she has received. Allcopyrightable works that the Executive creates during the course of her employment by the Companyand which pertain to the business of the Company or any of its Affiliates or are suggested by anywork performed by the Executive for the Company or any of its Affiliates or make use ofConfidential Information shall be considered “work made for hire” and, upon creation, shall beowned exclusively by the Company or its applicable Affiliate. Further, the Executive herebywaives, expressly and irrevocably, any and all moral rights she may have as an author, whetherarising under the copyright laws of the United States or any other jurisdiction or at common law orotherwise, with respect to any copyrighted works prepared by the Executive in the course of heremployment, including without limitation the right to attribution of authorship, the right torestrain any distortion, mutilation or othermodification of any such work and the right to prohibit any use of any such work inassociation with a product, service, cause or institution that might be prejudicial to theCompany’s reputation.
 
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9. Restricted Activities. The Executive agrees that certain restrictions on heractivities during her employment are necessary to protect the goodwill, Confidential Informationand other legitimate interests of the Company and its Affiliates:(a) While the Executive is employed by the Company, the Executive shall not, directly orindirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer orotherwise, compete with the Company or any of its Affiliates anywhere in the world or undertake anyplanning for competition with the Company or any of its Affiliates. Specifically, but withoutlimiting the foregoing, the Executive agrees not to engage in any manner in any activity that isdirectly or indirectly competitive or potentially competitive with the business of the Company orany of its Affiliates as conducted or under consideration at any time during the Executive’semployment or to provide services in any capacity to a Person which is a competitor of the Companyor any of its Affiliates.(b) The Executive agrees that, while she is employed by the Company, and excluding anyactivities undertaken on behalf of the Company or any of its Affiliates in the course of herduties, she will not hire or attempt to hire any employee of the Company or any of its Affiliates;assist in such hiring by any Person; encourage any such employee to terminate her or herrelationship with the Company or any of its Affiliates; or solicit or encourage any customer of theCompany or any of its Affiliates to terminate or diminish its relationship with them; or solicit orencourage any customer or potential customer of the Company or any of its Affiliates to conductwith any Person any business or activity which such customer or potential customer conducts orcould conduct with the Company or any of its Affiliates.(c) The Executive agrees that during her employment by the Company she shall not publish anywork that disparages the Company or any of its Affiliates, their management or their business orthe Products.10. Enforcement of Covenants. The Executive acknowledges that she has carefully read andconsidered all the terms and conditions of this Agreement, including the restraints imposed uponher pursuant to Sections 7, 8 and 9 hereof. The Executive agrees thatthose restraints are necessary for the reasonable and proper protection of the Company and itsAffiliates and that each and every one of the restraints is reasonable in respect to subjectmatter, length of time and geographic area. The Executive further acknowledges that, were she tobreach any of the covenants contained in Section 7, 8 or 9 hereof, thedamage to the Company and its Affiliates would be irreparable. The Executive therefore agrees thatthe Company, in addition to any other remedies available to it, shall be entitled to preliminaryand permanent injunctive relief against any breach or threatened breach by the Executive of any ofsaid covenants, without having to post bond. The parties further agree that, in the event that anyprovision of Section 7, 8 or 9 hereof shall be determined by any court ofcompetent jurisdiction to be unenforceable by reason of its being extended over too great a time,too large a geographic area or too great a range of activities, such provision shall be deemed tobe modified to permit its enforcement to the maximum extent permitted by law.
 
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11. Conflicting Agreements. The Executive hereby represents and warrants that theexecution of this Agreement and the performance of her obligations hereunder will not breach or bein conflict with any other agreement to which the Executive is a party or is bound and that theExecutive is not now subject to any covenants against competition or similar covenants or any courtorder or other legal obligation that would affect the performance of her obligations hereunder.The Executive will not disclose to or use on behalf of the Company any proprietary information ofher former employer or any other Person without such Person’s consent.12. Indemnification. The Company shall indemnify the Executive to the fullest extentpermitted by applicable law. Executive’s right to indemnification shall include the right to bepaid by the Company the expenses incurred in defending any covered proceeding in advance of itsfinal disposition, provided that Executive shall repay any advanced amounts if it shall beultimately determined that the Executive is not entitled to be indemnified for such expenses underthis Agreement or otherwise (whether because of Executive’s breach of this Agreement or forExecutive’s conduct constituting Cause hereunder). The Executive agrees promptly to notify theCompany of any actual or threatened claim arising out of or as a result of her employment oroffices with the Company or any of its Affiliates.13. Definitions. Words or phrases which are initially capitalized or are within quotationmarks shall have the meanings provided in this Section and as provided elsewhere herein. Forpurposes of this Agreement, the following definitions apply:(a) “Affiliates” means all persons and entities directly or indirectly controlling,controlled by or under common control with the entity specified, where control may be by managementauthority or equity interest.(b) “Change of Control” shall mean the occurrence of (i) any change in the ownershipof the capital equity of the Parent, if, immediately after giving effect thereto, (A) the Investors(as defined below) and their Affiliates will hold, directly or indirectly, less than 50% of thenumber of Common Units held by the Investors and their Affiliates as of the date immediately priorto such Change of Control, or (B) any Person (as defined within this paragraph) other than theInvestors and their Affiliates will hold, directly or indirectly, greater than 50% of the number ofoutstanding Common Units of the Parent; or (ii) any sale or other disposition of all orsubstantially all of the assets of the Parent (including, without limitation, by way of a merger orconsolidation or through the sale of all or substantially all of the stock or membership interestsof its subsidiaries or sale of all or substantially all of the assets of the Parent and its directand indirect subsidiaries, taken as a whole) to another Person (the “Change of ControlTransferee”) if, immediately after giving effect thereto, any Person (or group of Personsacting in concert) other than the Investors and their Affiliates will have the power to elect amajority of the members of the board of managers or board of directors (or other similar governingbody) of the Change of Control Transferee. For purposes of this Section 13(b): A“Person” shall have the meaning ascribed to that term in section 13(d)(3) or 14(d)(2) ofthe Securities Exchange Act of 1934 and “Investors” shall mean all Unit-holders of theParent as of the date of this Agreement, including without limitation Fenway Partners, Inc.,American Capital Strategies Ltd., Antares Capital Corporation, Bell Sports Holdings, LLC, BellSports 2001, LLC, Bell Sports 2001 Coinvestors, LLC and Bell Sports 2001 Investments, LLC.
 
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(c) “Confidential Information” shall mean any and all information of the Company andits Affiliates that is not generally known by those with whom the Company or any of its Affiliatescompetes or does business, or with whom the Company or any of its Affiliates plans to compete or dobusiness, including without limitation (i) information related to the Products, technical data,methods, processes, know-how and inventions of the Company and its Affiliates, (ii) thedevelopment, research, testing, marketing and financial activities and strategic plans of theCompany and its Affiliates, (iii) the manner in which they operate, (iv) their costs and sources ofsupply, (v) the identity and special needs of the customers and prospective customers of theCompany and its Affiliates and (vi) the persons and entities with whom the Company and itsAffiliates have business relationships and the nature and substance of those relationships.Confidential Information also includes any information that the Company or any of its Affiliatesmay receive or has received from customers, subcontractors, suppliers or others, with anyunderstanding, express or implied, that the information would not be disclosed. ConfidentialInformation does not include information that enters the public domain, other than through a breachby the Executive or another Person of an obligation of confidentiality to the Company or one of itsAffiliates.(d) “Final Compensation” means (i) Base Salary earned but not paid through the Date ofTermination, (ii) pay at the final rate of the Base Salary for any vacation earned but not usedthrough the Date of Termination, (iii) any Annual Bonus earned but unpaid for the fiscal yearpreceding that in which the Date of Termination occurs and (iv) any business expenses incurred bythe Executive but un-reimbursed on the Date of Termination, provided that such expenses andrequired substantiation and documentation are submitted prior to, or within sixty (60) daysfollowing, the Date of Termination and that such expenses are reimbursable under Company policy.(e) “Immediate Affiliates” of the Company are its direct and indirect subsidiaries,its direct and indirect parents and their other direct and indirect subsidiaries (excluding theCompany itself).(f) “Intellectual Property” means any invention, formula, process, discovery,development, design, innovation or improvement (whether or not patentable or registrable undercopyright statutes) made, conceived, or first actually reduced to practice by the Executive solelyor jointly with others, during her employment by the Company; provided, however,that, as used in this Agreement and as provided by Section 2870 of the California Labor Code, theterm “Intellectual Property” shall not apply to any invention that the Executive develops on herown time, without using the equipment, supplies, facilities or trade secret information of theCompany or any of its Immediate Affiliates to which the Executive has access as a result of heremployment, unless such invention relates at the time of conception or reduction to practice of theinvention (i) to the business of the Company or such Immediate Affiliate or (ii) to the actual ordemonstrably anticipated research or development of the Company or of any Immediate Affiliates towhich the Executive has access as a result of her employment or (iii) results from any workperformed by the Executive for the Company.(g) Other than for purposes of Section 13(b), above, “Person” means anindividual, a corporation, a limited liability company, an association, a partnership, an estate, atrust and any other entity or organization, other than the Company or any of its Affiliates.
 
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(h) “Products” means all products planned, researched, developed, tested,manufactured, sold, licensed, leased or otherwise distributed or put into use by the Company or anyof its Affiliates, together with all services provided or planned by the Company or any of itsAffiliates, during the Executive’s employment.14. Withholding. Except as otherwise provided herein, all payments made by the Companyunder this Agreement shall be reduced by any tax or other amounts required to be withheld by theCompany under applicable law.15. Assignment. Neither the Company nor the Executive may make any assignment of thisAgreement or any interest herein, by operation of law or otherwise, without the prior writtenconsent of the other; provided, however, that the Company may assign its rights andobligations under this Agreement without the consent of the Executive in the event the Companyshall hereafter effect a corporate reorganization, consolidate with, or merge into, any Person ortransfer all or substantially all of its properties or assets to any Person. This Agreement shallinure to the benefit of and be binding upon the Company and the Executive, their respectivesuccessors, executors, administrators, heirs and permitted assigns.16. Severability. If any portion or provision of this Agreement shall to any extent bedeclared illegal or unenforceable by a court of competent jurisdiction, then the remainder of thisAgreement, or the application of such portion or provision in circumstances other than those as towhich it is so declared illegal or unenforceable, shall not be affected thereby, and each portionand provision of this Agreement shall be valid and enforceable to the fullest extent permitted bylaw.17. Waiver. No waiver of any provision hereof shall be effective unless made in writingand signed by the waiving party. The failure of either party to require the performance of anyterm or obligation of this Agreement, or the waiver by either party of any breach of thisAgreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed awaiver of any subsequent breach.18. Notices. Any and all notices, requests, demands and other communications provided forby this Agreement shall be in writing and shall be effective when delivered in person, consigned toa reputable national courier for next day or next business day delivery or deposited in the UnitedStates mail, postage prepaid, registered or certified, and addressed to the Executive at her lastknown address on the books of the Company or, in the case of the Company, to it c/o Timothy P.Mayhew, Fenway Partners, LLC, 152 W. 57th St., 59th Floor, New York, NY 10019 or to such otheraddress as either party may specify by notice to the other actually received.19. Entire Agreement. This Agreement constitutes the entire agreement, and supersedes allprior agreements, whether written or oral between the Company and the Executive with respect tothe Executive’s employment and all related matters.20. Amendment. This Agreement may be amended or modified only by a written instrumentsigned by the Executive and by an expressly authorized representative of the Board.
 
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21. Headings. The headings and captions in this Agreement are for convenience only and inno way define or describe the scope or content of any provision of this Agreement.22. Counterparts. This Agreement may be executed in two or more counterparts, each ofwhich shall be an original and all of which together shall constitute one and the same instrument.23. Governing Law. This is a California contract and shall be construed and enforcedunder and be governed in all respects by the laws of the State of California, without regard to theconflict of laws principles thereof, and, for the avoidance of doubt, shall include both thestatutory and common law of California, except to the extent preempted by federal law.[*Remainder of page intentionally left blank. Signature page follows immediately.]*
 
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IN WITNESS WHEREOF, this Agreement has been executed by the Company, by its duly authorizedrepresentative, and by the Executive, as of the date first above written.      THE COMPANY: