**Exhibit 10.10**Execution CopyAGREEMENT     AGREEMENT made and entered into by and between Easton-Bell Sports, Inc. (the “Company”) and Anthony D’Onofrio (the “Executive”), as of the 9th day of July, 2007 (the“Effective Date”).     For good and valuable consideration, the receipt and sufficiency of which is herebyacknowledged, the Company and the Executive agree as follows:     1. Employment. Subject to the terms and conditions set forth in this Agreement, theCompany hereby offers, and the Executive hereby accepts, employment.     2. Term. Subject to earlier termination as hereafter provided, the Executive’semployment hereunder shall be for a term of eighteen (18) months, commencing as of the EffectiveDate, and shall automatically renew thereafter for successive terms of one year each. The term ofthis Agreement, as from time to time renewed, is hereafter referred to as “the term of thisAgreement” or “the term hereof.”     3. Capacity and Performance.          (a) Commencing on the Effective Date, the Executive shall serve the Company as its ChiefOperating Officer (“COO”). In addition, and without further compensation, the Executiveshall serve as a director and/or officer of one or more of the Company’s Immediate Affiliates (asdefined in Section 12 hereof), if so elected or appointed from time to time. The Executive shallreport to the Chief Executive Officer of the Company (the “CEO”).          (b) During the term hereof, the Executive shall be employed by the Company on a full-timebasis. As COO, the Executive shall have the duties and responsibilities of that position and otherduties and responsibilities, reasonably consistent with that position, with respect to the businessoperations of the Company and designated Immediate Affiliates, as assigned by the CEO or the Boardof Directors of the Company (the “ Board”) from time to time.          (c) Subject to business travel as necessary or desirable for the performance of theExecutive’s duties and responsibilities hereunder, the Executive’s primary worksite during the termhereof shall be at the location of the Company’s offices in Van Nuys, California as of theEffective Date (the “Van Nuys Location”) or such other site as the Company may select fromtime to time, provided such site is no more than thirty-five (35) miles from the Van Nuys Locationunless the Executive has expressly consented in writing thereto.          (d) During the term hereof, the Executive shall devote his 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 his
 

 
duties and responsibilities hereunder. During the term of this Agreement, the Executive may engagein passive management of his personal investments and in such community and charitable activitiesas do not individually or in the aggregate give rise to a conflict of interest or otherwiseinterfere with his performance of his duties and responsibilities hereunder. The Executive shallnot engage in any other business activity except with the express prior written approval of theBoard, it also being agreed that if the Board subsequently determines that any previously approvedactivity does detract from the Executive’s performance or give rise to a 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. Initially during the term hereof, the Company shall pay theExecutive a base salary at the rate of Four Hundred and Twenty-Five Thousand Dollars ($425,000) perannum, payable in accordance with the payroll practices of the Company for its executives andsubject to annual review by the compensation committee of the Board and to increase, but notdecrease, in the discretion of such committee or the Board. The Executive’s base salary, as fromtime to time increased, is hereafter referred to as the “Base Salary.”          (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. The Executive’s target bonus shall be sixty percent (60%) of the Base Salary. For fiscal2007, the Executive’s Annual Bonus will be earned based on achievement of EBITDA and workingcapital targets by the Company and any designated Affiliates and shall be pro-rated for the periodof his employment during the 2007 fiscal year, from the Effective Date. For fiscal 2007 only, theExecutive shall be guaranteed an Annual Bonus of not less than Seventy-Five Thousand Dollars($75,000). Any Annual Bonus due to the Executive hereunder will be payable not later than two andone-half months following 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”). Except asotherwise provided in Section 5 hereof, the Executive must be employed on the last day of thefiscal year in order to be eligible to earn an annual bonus for that fiscal year.          (c) Equity Participation. The Executive will granted an award of 1,350,000 equityunits as promptly as reasonably practical following the Effective Date, which award shall besubject to the terms of the agreement captioned “Easton Bell Sports, LLC Class B Common UnitCertificate” (the “Unit Certificate “), which the Executive must execute in order toreceive the award, to the terms and conditions of the Easton Bell Sports, LLC 2006 Equity IncentivePlan as amended from time to time (the “Plan”) and to the terms of the Easton Bell Sports,LLC Second and Restated Limited Liability Company Agreement as amended from time to time (the
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“LLC Agreement”). Any further equity awards granted the Executive thereunder shall beat the discretion of the Board of Managers of Easton Bell Sports, LLC.          (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 (*e.g*., aseverance pay plan). The Executive’s participation shall be subject to the terms of the applicableEmployee Benefit Plan documents and generally applicable Company policies. Participation incertain Employee Benefit Plans is subject to completion of thirty (30) days of employment.          (e) Relocation and Temporary Housing and Travel Expenses.          (i) The Company will reimburse the reasonable relocation expenses incurred by theExecutive in relocating to the greater Los Angeles area, subject to the terms and conditionsof the Company’s relocation and expense reimbursement policies, as in effect from time totime. Covered relocation expenses include packing and moving of household goods, certainexpenses associated with home purchase as specified in the applicable Company policy andcertain other related expenses associated with relocation of one household and up to threevehicles from the Executive’s current primary residence to a new residence in the greaterLos Angeles area. In addition, the Company will pay the Executive in connection with andsubject to his relocation, a one-time lump sum of Sixty-Five Thousand Dollars ($65,000) tocover moving incidentals and costs associated with selling the Executive’s current home,with payment to be made in calendar 2007; provided, however, that in the event the Executiveresigns his employment pursuant to Section 5(f) hereof, other than for Good Reason, prior toJuly 8, 2008, he shall refund to the Company one-twelfth of that lump sum for each thirty(30) day period that remains between the effective date of his resignation and July 8, 2008.Reimbursable expenses do not include points paid to buy down the mortgage rate on theExecutive’s new home. Other exclusions or limitations may also apply. The Company willmake a gross-up payment to the Executive for income taxes he incurs as a result ofrelocation reimbursement as well as for the one-time $65,000 payment described above (whichone-time payment shall be subject to withholding by the Company at the time of payment inaccordance with applicable law). The Executive’s relocation must be completed whileemployment continues and no later than December 31, 2008, unless a later date is mutuallyagreed prior to that date.          (ii) The Company will reimburse expenses incurred by the Executive for temporaryhousing and travel to and from his current home, to a maximum reimbursement not to exceedTwo Thousand, Five Hundred Dollars ($2500) per month from the Effective Date from August 1,2007 through the earlier of (i) the date the Executive has relocated his home and family tothe greater Los Angeles area and (ii) December 31, 2007. The Company also will reimbursethe expenses incurred by the Executive for a reasonable number of house-hunting trips forhimself and his family, with
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any trips in excess of three requiring prior approval to be provided at the Company’sdiscretion. Should the Executive’s wife require assistance in her job search, the Companywill provide services, at its expense, through a local outplacement firm for resumepreparation and such contacts and networking opportunities as can reasonably be provided.          (f) Vacations. During the term hereof, from the Effective Date, the Executive shallearn vacation at the rate of four (4) weeks per year, to be taken at such times and intervals asshall be determined by the Executive, subject to the reasonable business needs of the Company andwith the approval of the CEO. Vacation shall be governed by the policies of the Company, as ineffect from time to time.          (g) Business Expenses. The Company shall pay or reimburse the Executive for allreasonable, customary and necessary business expenses incurred or paid by the Executive in theperformance of his duties and responsibilities hereunder, subject to any maximum annual limit andother restrictions on such expenses set by the Board and to such reasonable substantiation anddocumentation as may be specified by the Company from time to time.          (h) Indemnification and Directors & Officers Insurance Coverage. During hisemployment hereunder, the Company shall provide the Executive the same rights of indemnificationand contribution, and the same coverage under any directors and officers (“D&O”) liabilityinsurance which the Company elects to maintain, as it provides to its other executives and afterthe termination of his employment hereunder, the same rights of indemnification and contributionand the same coverage under any D&O liability insurance maintained as its other former executives.The Company shall be under no obligation hereunder, however, to maintain any D&O liabilityinsurance.          (i) Sign-On Bonus. The Executive shall be eligible to receive a one-time sign-onbonus in the amount of Fifty Thousand Dollars ($50,000), after the completion of thirty (30) daysof employment with the Company.     5. Termination of Employment and Post-Employment Payments. Notwithstanding theprovisions of Section 2 hereof, the Executive’s employment hereunder shall terminate during theterm hereof 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 (the date on whichthe Executive’s employment with the Company terminates being hereafter referred to as the “Dateof Termination”). In such event, the Company shall pay promptly to the beneficiary designatedby the Executive in writing on the form attached to this Agreement as Exhibit B or, if nonehas been so designated, to his estate the Final Compensation (as defined in Section 12 hereof). Inaddition to Final Compensation: (A) the Company shall pay to the beneficiary designated by theExecutive in writing or, if none, his estate, an Annual Bonus for the fiscal year in which the Dateof Termination occurs, determined by multiplying the Annual Bonus the Executive would have receivedhad he continued employment through the last day of the fiscal
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year by a fraction, the numerator of which is the number of days he was employed during thefiscal year, through the Date of Termination, and the denominator of which is 365 (a “FinalPro-Rated Bonus”), which Final Pro-Rated Bonus will be payable at the time annual bonuses arepaid to Company executives generally under its executive incentive plan, and (B) the Company willpay the full premium cost of health and dental plan coverage for each of Executive’s qualifiedbeneficiaries until the earlier to occur of the conclusion of twelve (12) months from the Date ofTermination or the date the qualified beneficiary ceases to be eligible for coverage continuationunder COBRA; provided, however, that in order to be eligible for the Company’spayments hereunder the qualified beneficiary must elect in a timely manner to continue coverageunder the Company’s health and dental plans under COBRA. Any equity in the LLC held by theExecutive on the Date of Termination shall be governed by the terms of the Unit Certificate, thePlan and the LLC Agreement, as applicable. The Executive’s rights with respect to indemnificationshall be in accordance with Section 3(h) 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 his employment throughany illness, injury, accident or condition of either a physical or psychological nature and,as a result, is unable to perform, in any material respect, his duties and responsibilitieshereunder, notwithstanding the provision of any reasonable accommodation (exclusive of leaveof absence beyond that provided here), 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, the Company shallprovide the Executive the following: (A) The Company will pay the Executive a FinalPro-Rated Bonus for the fiscal year in which the Date of Termination occurs, payable at thetime annual bonuses are paid to Company executives generally under its executive incentiveplan or, if later, on the tenth (10th) business day following the later of theeffective date of the Release of Claims, as defined in Section 5(h) below, or the date theRelease of Claims is received by the Chair of the Board on behalf of the Company; (B) theCompany will pay the full premium cost of health and dental plan coverage for Executive andhis qualified beneficiaries until the earlier to occur of the conclusion of twelve (12)months or the date the Executive and his qualified beneficiaries cease to be eligible forcoverage continuation under COBRA; provided, however, that in order to beeligible for the Company’s payments hereunder the Executive and each qualified beneficiarymust elect in a timely manner to continue coverage under the Company’s health and dentalplans under COBRA and (C) in the event that the Company had not provided the Executive theopportunity to participate in a long-term disability insurance plan paid or provided by theCompany, the Company shall continue to pay the Executive the Base Salary from the Date ofTermination until the expiration of six (6) months thereafter or, if earlier, until the datethe Executive recovers sufficiently from his illness or injury to resume work on asubstantially full-time basis (the “Recovery Date”), with payments commencing at the nextregular Company payday
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for executives which is at least five (5) business days following the later of theeffective date of the Release of Claims or the date the Release of Claims signed by theExecutive is received by the Chair of the Board, but with the first payment retroactive tothe day immediately following the Date of Termination or, in the event that any long-termdisability insurance plan paid or provided by the Company fails to provide the Executiveincome replacement benefits equal to the Base Salary (or income replacement benefits notsubject to federal income tax which are equal to the Base Salary net of federal income tax),the Company will pay the Executive the difference between the Base Salary and incomereplacement benefits received (after giving effect to any tax savings of the Executive ifsuch benefits are not subject to federal or state income tax) until the earlier of theexpiration of six (6) months following the Date of Termination or the Recovery Date. Anyequity in the LLC held by the Executive on the Date of Termination hereunder shall begoverned by the terms of the Unit Certificate, the Plan and the LLC Agreement, asapplicable. The Executive’s rights with respect to indemnification shall be in accordancewith Section 3(h) hereof.          (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 with Sections4(a) through 4(d) of this Agreement and the terms and conditions of any plans, policies,agreements and other documents to which reference is made therein (collectively, the“Plan Documents”) until the Executive becomes eligible for disability incomebenefits under any disability plan in which he is a participant as a result of hisemployment with the Company or until he recovers sufficiently to resume his duties andresponsibilities hereunder (provided he does so within the aforesaid one hundred and eighty(180) days or such longer period as the Board in its discretion may provide) or until thetermination of his employment, whichever shall first occur. If, while his employmenthereunder continues, the Executive is receiving disability income benefits under any suchdisability plan, the Executive shall be entitled to receive the Base Salary reduced by theamount of such disability income benefits (after giving effect to any tax savings of theExecutive if such benefits are not subject to federal or state income tax) and shallcontinue to be eligible for payments and benefits in accordance with Sections 4(b) through4(d) of this Agreement and the terms and conditions of the Plan Documents, until the earlierto occur of his recovery or the termination of his employment under this Agreement.          (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 in any material respect his 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 his 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
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and the Executive shall fail to submit to such medical examination, the Company’sdetermination of the issue shall be binding 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’sindictment, charge or conviction of, or plea of nolo contendere to, (A) a felony or any crimeinvolving fraud or material dishonesty or (B) any felony or crime involving moral turpitude thatmight be reasonably expected to, or does, adversely effect the Company or any of its Affiliates;(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 the Company or its Affiliates, whether economic or to reputation or otherwise; (iii)Executive’s refusal or willful failure to substantially perform his duties or to follow a lawfulwritten directive of the Board or its designee within the scope of the Executive’s duties hereunderwhich in either case remains uncured or continues after twenty (20) days’ written notice from theBoard which references the potential for a “for Cause” termination and specifies in reasonabledetail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft,fraud or any material act of dishonesty related to the Company or any of its Affiliates; (v) anyrepresentations or warranties of the Executive under this Agreement that there is no legalimpediment to employment, no disclosure of third party confidential information and no breach ofany existing employment agreement prove false in a material respect; provided that Executive hasbeen provided with written notification of any of the foregoing and has been given five (5) days topresent any mitigating, corrective or clarifying information to the Board; (vi) the Executive’sbreach of a fiduciary duty owed to the Company or any of its Affiliates, including but not limitedto any breach or violation of those provisions of this Agreement setting forth the Executive’sobligations with respect to confidentiality, non-competition and non-solicitation; or (vii) theExecutive’s breach of any other material provision of this Agreement unless corrected by theExecutive within twenty (20) days of the Company’s written notification to the Executive of suchbreach. In the event of such termination, the Company shall have no obligation to the Executiveunder this Agreement other than provision of Final Compensation. Any equity in the LLC held by theExecutive on the Date of Termination hereunder shall be governed by the terms of the UnitCertificate, the Plan and the LLC Agreement, as applicable. The definition of “Cause” set forth inthis Section 5(c) shall supersede the definition of “Cause” in the 2006 Equity Incentive Plan ifthe 2006 Equity Incentive Plan expressly provides for such supersession.          (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 his satisfying of those conditions, shall be entitled to the following: (i) theCompany shall provide the Executive compensation for the period of eighteen (18) months followingthe Date of Termination, with each monthly payment being equal to the sum of one-twelfth of theBase Salary plus 1/12 of the Final Pro-Rated Bonus for the fiscal year in which the Date ofTermination occurs, but with such monthly payments during the final six
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(6) of the eighteen (18) months being reduced by the Executive’s income from other employmentor consulting services attributable to those months, such monthly payment to commence on the nextregular Company payday for its executives that is at least five (5) business days following thelater of the effective date of the Release of Claims or the date the Release of Claims, signed bythe Executive, is received by the Chair of the Board, but with the first payment being retroactiveto the day immediately following the Date of Termination; (ii) the Company will pay the fullpremium cost of health and dental plan coverage for Executive and his qualified beneficiaries untilthe earliest to occur of the conclusion of the period defined in clause (i) immediately above orthe date the Executive becomes eligible for participation in health and dental plans of anotheremployer or the date the Executive ceases to be eligible for participation under the Company’shealth and dental plans under COBRA; provided, however, that in order to beeligible for the Company’s payments hereunder the Executive and each of his qualified beneficiarymust elect in a timely manner to continue coverage under the Company’s health and dental plansunder COBRA; and (iii) the Company, for the period of eighteen (18) months following the Date ofTermination, will pay the premium cost of continued coverage of the Executive under its group lifeinsurance plan or, if the Executive is not eligible for such participation after the Date ofTermination, will pay or reimburse the premium cost of an individual term life insurance policy forthe Executive with a face amount equal to the amount of coverage provided the Executive under theCompany’s group life insurance plan immediate prior to the Date of Termination, provided that theExecutive remains insurable at normal rates. Any equity in the LLC held by the Executive on theDate of Termination shall be governed by the terms of the Unit Certificate, the Plan and the LLCAgreement, as applicable. The Executive’s rights with respect to indemnification shall be inaccordance with Section 3(h) hereof.          (e) By the Executive for Good Reason. The Executive may terminate his employmenthereunder for Good Reason upon notice to the Company setting forth in reasonable detail the natureof such Good Reason. For purposes of this Agreement, “Good Reason” shall mean, without theExecutive’s consent, the occurrence of any one or more of the following events: (i) the Company’sfailure to retain the Executive as the Chief Operating Officer or a similar role with similarduties and responsibilities and similar organizational stature; (ii) material breach of thisAgreement by the Company which is not cured within twenty (20) days after written notice from youto the Company specifying in reasonable detail the nature of such breach; (iii) any relocation ofthe Executive’s primary worksite to a site that is more than thirty-five (35) miles from the VanNuys Location. For the avoidance of doubt, neither an assignment of the Executive to serve as adirector or officer of one or more of the Company’s Affiliates nor any termination of such serviceshall constitute Good Reason for termination. In the event of termination in accordance with thisSection 5(e), and provided that the Executive satisfies in full all of the conditions set forth inSection 5(h) hereof, then, in addition to Final Compensation, the Company shall provide theExecutive the same payments he would have received under clauses (i), (ii) and (iii) of Section5(d) had his employment been terminated by the Company other than for Cause. Any equity in the LLCheld by the Executive on the Date of Termination shall be governed by the terms of the UnitCertificate, the Plan and the LLC Agreement, as applicable. The Executive’s rights with respect toindemnification shall be in accordance with Section 3(h) hereof.
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          (f) By the Executive Other than for Good Reason. The Executive may terminate hisemployment hereunder at any time upon sixty (60) days’ notice to the Company. In the event oftermination of the Executive’s employment pursuant to this Section 5(f), the Board may elect towaive the period of notice, or any portion thereof, and, if the Board so elects, the Company willpay the Executive his 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 LLC held by the Executive on the Date ofTermination hereunder shall be governed by the terms of the Unit Certificate, the Plan and the LLCAgreement, as applicable.          (g) Termination Following a Change of Control               (i) In the event that there occurs a Change of Control, as defined in clause (g)(ii)immediately below, and during the period commencing on the day immediately following the occurrenceof a Change of Control and ending twenty-four (24) months thereafter the Company terminates theExecutive’s employment hereunder other than for Cause in accordance with Section 5(d) or theExecutive terminates his employment hereunder for Good Reason in accordance with Section 5(e)hereof and provided that the Executive satisfies in full all of the conditions set forth in Section5(h) hereof, then, in addition to Final Compensation, the Executive, in lieu of any payment forwhich he would have been eligible under Section 5(d) or Section 5(e) hereof, will be eligible for(A) a single lump sum payment equal to eighteen (18) months of Base Salary, without offset forother earnings; (B) a Final Pro-Rated Bonus for the fiscal year in which the Date of Terminationoccurs, payable at the time bonuses are paid generally; and (C) health and dental plan premiumpayments (or, as applicable, reimbursements) on the same terms and conditions applicable in theevent of a termination other than for Cause or for Good Reason prior to a Change of Control.Notwithstanding anything to the contrary herein, however, no payments shall be due hereunder untilfive (5) business days following the later of the effective date of the Release of Claims or thedate the Release of Claims, signed by the Executive, is received by the Chair of the Board. TheExecutive’s rights with respect to indemnification shall be in accordance with Section 3(h) hereof.               (ii) For purposes of this Agreement, “Change of Control” shall mean the occurrence, after theEffective Date, of (a) any change in the ownership of the capital equity of Easton Bell Sports,LLC, if, immediately after giving effect thereto, (A) the Investors (as defined below) and theirAffiliates will hold, directly or indirectly, less than 50% of the number of Common Units held bythe Investors and their Affiliates as of the Effective Date or (ii) any Person (as defined in thisparagraph, below) other than the Investors and their Affiliates will hold, directly or indirectly,greater than 50% of the number of outstanding Common Units of Easton Bell Sports, LLC; or (b) anysale or other disposition of all or substantially all of the assets of Easton Bell Sports, LLC(including, without limitation, by way of a merger or consolidation or through the sale of all orsubstantially all of the stock or membership interests of its subsidiaries or sale of all orsubstantially all of the assets of Easton Bell Sports, LLC and its direct and indirectsubsidiaries, 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
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concert) other than the Investors and their Affiliates will have the power to elect a majority ofthe members of the board of managers or board of directors (or other similar governing body) of theChange of Control Transferee. For purposes of this Section 5(g): A “Person” shall have themeaning ascribed to that term in section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of1934 and “Investors” shall mean all Unit-holders of Easton Bell Sports, LLC as of the dateof this Agreement, including without limitation Fenway Partners, Inc., Teachers Private Capital,York Street Capital Partners, American Capital Strategies Ltd., Antares Capital Corporation, BellSports Holdings, LLC, Bell Sports 2001, LLC, Bell Sports 2001 Coinvestors, LLC and Bell Sports2001 Investments, LLC.          (h) Conditions. The Executive’s eligibility to receive and retain any“Post-Employment Payments” (meaning any and all payments provided under this Agreement inconnection with or following termination of employment, exclusive of Final Compensation) is subjectto full satisfaction of all of the following as well as the covenant of confidentiality set forthin Section 7 below and the assignment of rights to Intellectual Property (as hereafter defined),but with the express understanding and agreement of the parties that the Executive is free to electnot to comply with clause (i) below and is free not to forbear from competition or solicitation asset forth in clauses (ii), (iii) and (iv) immediately below, but that his right to anyPost-Employment Payments under this Agreement is expressly conditioned on compliance with saidclause (i) and the forbearance required under all of said clauses (ii), (iii) and (iv), as well ashis full satisfaction of the covenant of confidentiality and assignment of rights to IntellectualProperty. The conditions to receipt of the Post Employment Payments are as follows:          (i) The Executive’s execution and return, to the Chair of the Board, of a timely andeffective release of claims in the form attached hereto and marked Exhibit A(“Release of Claims”). The Release of Claims creates legally binding obligationsand the Company therefore advises the Executive to consult an attorney before signing it.          (ii) Forbearance by the Executive for eighteen (18) months following termination ofthe Executive’s employment with the Company from competition with the Company or any of itsImmediate Affiliates anywhere in the world where the Company or any of those ImmediateAffiliates is doing business, whether as owner, partner, investor, consultant, agent,employee, co-venturer or otherwise. Specifically, but without limiting the foregoing, theExecutive shall not engage in any activity that is competitive, or is in preparation toengage in competition, with the business of the Company or any of its Immediate Affiliatesas conducted or under consideration at any time during the Executive’s employment andfurther the Executive shall not, in any capacity, whether as an employee, independentcontractor or otherwise, whether with or without compensation, work for, or provide servicesto, any person or entity engaged in, or in preparation to engage in, any business that iscompetitive with the business of the Company or any of its Immediate Affiliates, asconducted or in planning during his employment. The foregoing, however, shall not bebreached solely by the Executive’s passive ownership of less than 3% of the equitysecurities of any publicly traded company.
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          (iii) Forbearance by the Executive for eighteen (18) months following termination ofhis employment 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 himself or any other Person(as defined in Section 12 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 entity which wassuch at any time during the twelve (12) months prior to the Date of Termination and aPotential Customer is a person or entity contacted by the Company or any of its ImmediateAffiliates to become such at any time within twelve (12) 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 his employment or otherassociations with the Company or had access to Confidential Information that would assist inhis solicitation of such Customer or Potential Customer in competition with the Company orany of its Immediate Affiliates.          (iv) Forbearance by the Executive for eighteen (18) months following termination ofhis employment with the Company from directly or indirectly hiring or otherwise engaging theservices of any employee, independent contractor or other agent providing services to theCompany 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), an employee,independent contractor or agent means any Person who was performing services for the Companyor any of its Sports Affiliates in such capacity at any time during the twelve (12) monthsimmediately preceding the Date of Termination.          (i) Timing of Payments. If at the time of the Executive’s separation from service,the Executive is a “specified employee,” as hereinafter defined, any and all amounts payable underthis Section 5 in connection with such separation from service that constitute deferredcompensation subject to Section 409A of the Internal Revenue Code of 1986, as amended, (“Section409A”), as determined by the Company in its sole discretion, and that would (but for this sentence)be payable within six months following such separation from service, shall instead be paid on thedate that follows the date of such separation from service by six (6) months. For purposes of thepreceding sentence, “separation from service” shall be determined in a manner consistent withsubsection (a)(2)(A)(i) of Section 409A and the term “specified employee” shall mean an individualdetermined by the Company to be a specified employee as defined in subsection (a)(2)(B)(i) ofSection 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 Section 5 orotherwise.
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          (a) Provision by the Company of Final Compensation and Post Employment Payments, if any, towhich the Executive is entitled under the applicable termination provision of Section 5 shallconstitute the entire obligation of the Company to the Executive hereunder following termination ofhis employment by the Company. The Executive shall promptly give the Company notice of all factsnecessary for the Company to determine the amount and duration of its obligations in connectionwith any termination pursuant to Section 5 hereof.          (b) The Executive and his qualified beneficiaries may have a right to continue participationin the Company’s health and dental plans in accordance with COBRA following termination of theExecutive’s employment with the Company. The Executive’s participation in all other EmployeeBenefit Plans shall terminate pursuant to the terms of the applicable Plan Documents based on theDate of Termination and, for the avoidance of doubt, no continuation of Base Salary or otherpayment to the Executive following the Date of Termination shall serve to extend the Executive’semployment with the Company or his eligibility, or that of his qualified beneficiaries, toparticipate in any Employee Benefit Plans.          (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 Payments set forth in Section 5(h) and theobligations of the Executive under Sections 7 and 8 hereof. The Executive recognizes that, exceptas expressly provided in Section 5(d), Section 5(e) or Section 5(f) (with respect to Base Salaryfor any notice period waived) or Section 5(g), no compensation is earned after termination ofemployment.     7. Confidential Information.          (a) The Executive acknowledges that the Company and its Affiliates continually developConfidential Information (as defined in Section 12 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 his duties and responsibilities to the Company and its Affiliates, anyConfidential Information obtained by the Executive incident to his employment or other associationwith the Company or any of its Affiliates. The Executive understands that this restriction shallcontinue to apply after his 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 thesole and exclusive property of the Company and its Affiliates. The Executive shall safeguard allDocuments and shall surrender to the Company at the time his employment terminates, or at suchearlier time or times as the Board or its designee may specify,
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all Documents and all other property of the Company and its Affiliates then in the Executive’spossession or control.     8. Assignment of Rights to Intellectual Property. The Executive shall promptly andfully disclose all Intellectual Property (as defined in Section 12 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. All copyrightable works that theExecutive creates during the course of his employment by the Company and which pertains to thebusiness of the Company or any of its Affiliates or is suggested by any work performed by theExecutive for the Company or any of its Affiliates or makes use of Confidential Information shallbe considered “work made for hire” and, upon creation, shall be owned exclusively by the Company orits applicable Affiliate.     9. Restricted Activities. The Executive agrees that certain restrictions on hisactivities during his 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 further agrees that, while he is employed by the Company, and excluding anyactivities undertaken on behalf of the Company or any of its Affiliates in the course of hisduties, he 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 his 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 or 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.
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          (c) The Executive agrees that during his employment by the Company he 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 he has carefully readand considered all the terms and conditions of this Agreement, including the restraints imposedupon him pursuant to Sections 7, 8 and 9 hereof. The Executive agrees that those restraints arenecessary for the reasonable and proper protection of the Company and its Affiliates and that eachand every one of the restraints is reasonable in respect to subject matter, length of time andgeographic area. The Executive further acknowledges that, were he to breach any of the covenantscontained in Sections 7, 8 or 9 hereof, the damage to the Company and its Affiliates would beirreparable. The Executive therefore agrees that the Company, in addition to any other remediesavailable to it, shall be entitled to preliminary and permanent injunctive relief against anybreach or threatened breach by the Executive of any of said covenants, without having to post bond.The parties further agree that, in the event that any provision of Section 7, 8 or 9 hereof shallbe determined by any court of competent jurisdiction to be unenforceable by reason of its beingextended over too great a time, too large a geographic area or too great a range of activities,such provision shall be deemed to be modified to permit its enforcement to the maximum extentpermitted by law.     11. Conflicting Agreements. The Executive hereby represents and warrants that theexecution of this Agreement and the performance of his 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 his obligations hereunder.The Executive will not disclose to or use on behalf of the Company any proprietary information of athird party without such party’s consent.     12. Definitions. Words or phrases which are initially capitalized or are withinquotation marks shall have the meanings provided in this Section and as provided elsewhere herein.For purposes of this Agreement, the following definitions apply:          (a) “Affiliates” means all persons and entities directly or indirectly controlling, controlledby or under common control with the entity specified, where control may be by management authority,contract or equity interest.          (b) “Confidential Information” shall mean any and all information of the Company and itsAffiliates 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
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Company and its Affiliates have business relationships and the nature and substance of thoserelationships. Confidential Information also includes any information that the Company or any ofits Affiliates may receive or has received from customers, subcontractors, suppliers or others,with any understanding, express or implied, that the information would not be disclosed.Confidential Information does not include information that enters the public domain, other thanthrough a breach by the Executive or another Person of an obligation of confidentiality to theCompany or one of its Affiliates.          (c) “Final Compensation” means (i) any Base Salary earned but not paid through the Date ofTermination, (ii) pay at the rate of the Base Salary for any vacation earned but not used throughthe Date of Termination and (iii) any business expenses incurred by the Executive but un-reimbursedon the Date of Termination, provided that such expenses and required substantiation anddocumentation are submitted prior to or within sixty (60) days after the Date of Termination andthat such expenses are reimbursable under Company policy.          (d) “Immediate Affiliates” of the Company are its direct and indirect parents and subsidiariesand the other direct and indirect subsidiaries of its parents.          (e) “Intellectual Property” means any invention, formula, process, discovery, development,design, innovation or improvement (whether or not patentable or registrable under copyrightstatutes) made, conceived, or first actually reduced to practice by the Executive solely or jointlywith others, during his employment by the Company; provided, however, that, as used in thisAgreement, the term “Intellectual Property” shall not apply to any invention that the Executivedevelops on his own time, without using the equipment, supplies, facilities or trade secretinformation of the Company or any of the Sports Affiliates to which the Executive has access as aresult of his employment, unless such invention relates at the time of conception or reduction topractice of the invention (i) to the business of the Company or such Sports Affiliate, (ii) to theactual or demonstrably anticipated research or development of the Company or of any SportsAffiliates to which the Executive has access as a result of his employment or (iii) results fromany work performed by the Executive for the Company.          (f) “Person” means an individual, a corporation, a limited liability company, an association,a partnership, an estate, a trust and any other entity or organization, other than the Company orany of its Affiliates.          (g) “Products” means all products planned, researched, developed, tested, manufactured, sold,licensed, leased or otherwise distributed or put into use by the Company or any of its Affiliates,together with all services provided or planned by the Company or any of its Affiliates, during theExecutive’s employment.     13. Withholding. All payments made by the Company under this Agreement shall bereduced by any tax or other amounts required to be withheld by the Company under applicable law.
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     14. 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 and obligationsunder this Agreement without the consent of the Executive in the event the Company shall hereaftereffect a corporate reorganization, consolidate with, or merge into, any Person or transfer all orsubstantially all of its properties or assets to any Person. This Agreement shall inure to thebenefit of and be binding upon the Company and the Executive, their respective successors,executors, administrators, heirs and permitted assigns.     15. Severability. If any portion or provision of this Agreement shall to any extentbe declared illegal or unenforceable by a court of competent jurisdiction, then the remainder ofthis Agreement, or the application of such portion or provision in circumstances other than thoseas to which it is so declared illegal or unenforceable, shall not be affected thereby, and eachportion and provision of this Agreement shall be valid and enforceable to the fullest extentpermitted by law.     16. Waiver. No waiver of any provision hereof shall be effective unless made inwriting and signed by the waiving party. The failure of either party to require the performance ofany term 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.     17. Notices. Any and all notices, requests, demands and other communications providedfor by this Agreement shall be in writing and shall be effective when delivered in person,consigned to a reputable national courier or deposited in the United States mail, postage prepaid,registered or certified, and addressed to the Executive at his last known address on the books ofthe Company or, in the case of the Company, to it c/o Timothy P. Mayhew, Fenway Partners, LLC, 152W. 57th St., 59th Floor, New York, NY 10019 or to such other address as either party may specify bynotice to the other actually received.     18. Entire Agreement. This Agreement contains the entire agreement of the parties,and supersedes all prior agreements whether written or oral, with respect to the Executive’semployment and all related matters, including without limitation the offer letter dated July 9,2007, signed by the CEO of the Company and by you.     19. 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.     20. Headings and Counterparts. The headings and captions in this Agreement are forconvenience only and in no way define or describe the scope or content of any provision of thisAgreement. This Agreement may be executed in two or more counterparts, each of which shall be anoriginal and all of which together shall constitute one and the same instrument.     21. 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 the
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conflict 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.     22. Conditions Precedent. The Executive’s employment by the Company is conditionedon his timely completion of the Form I-9 and submission of documentation proving identity andauthorization to work in the United States.[Remainder of page intentionally left blank]
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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 EXECUTIVE:   THE COMPANY:EASTON-BELL SPORTS, INC.                /s/ ANTHONY D’ONOFRIO Anthony D’Onofrio   By: