EXHIBIT 10.8**Execution Copy**AGREEMENT     AGREEMENT made and entered into by and between Easton-Bell Sports, Inc. (the“Company”) and Richard Tipton (the “Executive”), effective as of the 12th day ofJuly, 2006 (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 Senior VicePresident, General Counsel and Secretary. In addition, and without further compensation, theExecutive shall serve as a director and/or officer of one or more of the Company’s Affiliates (asdefined in Section 13 hereof), if so elected or appointed from time to time. The Executive shallreport to the Chief Executive Officer of the Company (the “CEO”) and to its Board ofDirectors (the “Board”). He shall serve as the most senior legal officer of the Company,subject to customary oversight by the Board.          (b) During the term hereof, the Executive shall be employed by the Company on a full-timebasis and shall have the duties and responsibilities of his positions as Senior Vice President,General Counsel and Secretary and other duties and responsibilities, reasonably consistenttherewith, with respect to the Company and its Affiliates, as assigned by the CEO or the Board ofDirectors of the Company (the “Board”) from time to time. Without limiting the foregoing,the Executive shall be responsible for helping the Company maintain its legal and ethicalrequirements in every business transaction, for helping create and maximize value for shareholdersthrough a combination of business acumen and effective contracts, for protecting the Company’sintellectual property, for facilitating successful mergers and acquisitions and for maintainingrequired compliance and reporting activities, including without limitation compliance with therequirements of the U.S. Securities and Exchange Commission and the Sarbanes-Oxley Act.          (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,
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California as of the Effective Date (the “Van Nuys Location”) or such other site asthe Company may select from time to time, provided such site is no more than thirty-five (35) milesfrom the Van Nuys Location unless the Executive has expressly consented in writing thereto.          (d) During the term hereof, the Executive shall perform his duties hereunder faithfully,diligently and to the best of his ability and shall devote his full business time and his bestefforts, business judgment, skill and knowledge exclusively to the advancement of the business andinterests of the Company and its Affiliates and to the discharge of his duties and responsibilitieshereunder. During the term of this Agreement, the Executive may engage in passive management ofhis personal investments and in such community and charitable activities as do not individually orin the aggregate give rise to a conflict of interest or otherwise interfere with his performance ofhis duties and responsibilities hereunder. The Executive shall not engage in any other businessactivity except with the express prior written approval of the Board, it also being agreed that ifthe Board subsequently determines that any previously approved activity does detract from theExecutive’s performance or give rise to a conflict of interest, the Executive shall cease suchactivity 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 Two Hundred and Fifty Thousand Dollars ($250,000) per annum,payable in accordance with the payroll practices of the Company for its executives and subject toannual review by the compensation committee of the Board and to increase, but not decrease, in thediscretion of such committee or the Board. At the time that executive base salary adjustments aremade in 2007, the Executive shall be treated for that purpose as if the Executive had been employedwith the Company for the entirety of FY 2006. The Executive’s base salary, as from time to timeincreased, 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 theCompany’s executive incentive plan in accordance with the terms thereof. The Executive’s targetbonus under the executive incentive plan shall be fifty percent (50%) of the Base Salary forachievement of the consolidated annual business plan for the Company and its Affiliates (the“Business Plan”), with a potential for the Annual Bonus to exceed target if achievementexceeds the Business Plan, all as approved by the compensation committee of the Board afterconsultation with the CEO. For FY 2006, any Annual Bonus payable to the Executive shall bepro-rated for his partial year of service by multiplying the applicable percent by the amount ofBase Salary paid to him for FY 2006. Except as otherwise provided in Section 5 hereof, theExecutive must be employed on the last day of a fiscal year in order to be eligible to earn anAnnual Bonus for that fiscal year.
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          (c) Equity Participation. The Executive will be eligible to participate in theEaston-Bell Sports, LLC 2006 Equity Incentive Plan as amended from time to time (the“Plan”) and, to that effect, following the Effective Date, but prior to the date thisAgreement was signed, the Executive was awarded Class B Common Units (the “Initial Grant”)under the Plan. Additional awards, if any, granted the Executive under the Plan shall be at thediscretion of the Board of Managers of Easton-Bell Sports, LLC. The Initial Grant and anysubsequent award granted the Executive under the Plan shall be subject to the terms of theagreement captioned “Easton-Bell Sports, LLC Class B Common Unit Certificate” (the “UnitCertificate”), which the Executive must execute in order to be eligible for the award, to theterms of the Plan, and to the terms of the Easton-Bell Sports, LLC Second and Restated LimitedLiability Company Agreement as amended from time to time (the “LLC Agreement”), includingwithout limitation any vesting requirements under any of the foregoing.          (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.          (e) Vacations. During the term hereof, the Executive shall be entitled to three (3)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 theCEO. Vacation shall be governed by the policies of the Company, as in effect from time to time.          (f) 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.          (g) Relocation. It is agreed that the Executive is not required to relocate as of theEffective Date. If within two years of the Effective Date the Company requires the Executive torelocate his residence to Van Nuys, California, the Company will reimburse the Executive for allreasonable packing, moving, home-purchase real estate and related expenses associated with therelocation of one household from Carlsbad, California to Van Nuys, California. For the avoidanceof doubt, reimbursable expenses will not include points paid to buy down the Executive’s mortgagerate. A gross-up for taxes paid by the Executive on such reimbursement of relocation costs will bemade to the Executive.          (h) Directors & Officers Insurance Coverage. The Company, at its sole cost andexpense, shall obtain and maintain in effect directors and officers (“D&O”) liability
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insurance under which the Executive will be a named insured. The Company will maintain suchinsurance throughout the term hereof and for at least four (4) years thereafter.     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. In such event, theCompany shall pay promptly to the beneficiary designated by the Executive in writing on the formattached to this Agreement as Exhibit B or, if none has been so designated, to his estate,(i) Base Salary earned but not paid through the date of termination of the Executive’s employmentwith the Company (hereafter, the “Date of Termination”), (ii) pay at the rate of the BaseSalary for any vacation earned but not used through the Date of Termination and (iii) any businessexpenses incurred by the Executive but un-reimbursed on the Date of Termination, provided that suchexpenses and required substantiation and documentation are submitted prior to or within sixty (60)days after the Date of Termination and that such expenses are reimbursable under Company policy(all of the foregoing, “Final Compensation”). In addition to Final Compensation, (A) theCompany shall pay to the beneficiary designated by the Executive in writing or, if none, hisestate, an Annual Bonus for the fiscal year in which the Date of Termination occurs, determined bymultiplying the Annual Bonus the Executive would have received had he continued employment throughthe last day of the fiscal year by a fraction, the numerator of which is the number of days he wasemployed during the fiscal year, through the Date of Termination, and the denominator of which is365 (a “Final Pro-Rated Bonus”), which Final Pro-Rated Bonus will be payable at the timeannual bonuses are paid to Company executives generally under its executive incentive plan and (B)the Company will pay the full premium cost of health and dental plan coverage for each ofExecutive’s qualified beneficiaries until the earlier to occur of the conclusion of twelve (12)months from the Date of Termination or the date the qualified beneficiary ceases to be eligible forcoverage continuation under COBRA; provided, however, that in order to be eligiblefor the Company’s payments hereunder the qualified beneficiary must elect in a timely manner tocontinue coverage under the Company’s health and dental plans under COBRA. 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 12 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 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
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Executive satisfies in full all of the conditions set forth in Section 5(h) hereof,then, in addition to Final Compensation, the Company will pay the Executive the following:(A) The Company will pay the Executive a Final Pro-Rated Bonus for the fiscal year in whichthe 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 tenth (10th)business day following the later of the effective date of the Release of Claims, as definedin Section 5(h) below, or the date the Release of Claims is received by the Chair of theBoard on behalf of the Company; (B) the Company will pay the full premium cost of health anddental plan coverage for Executive and his qualified beneficiaries until the earlier tooccur of the conclusion of twelve (12) months or the date the Executive and his qualifiedbeneficiaries cease to be eligible for coverage continuation under COBRA; provided,however, that in order to be eligible for the Company’s payments hereunder theExecutive and each qualified beneficiary must elect in a timely manner to continue coverageunder the Company’s health and dental plans under COBRA and (C) in the event that theCompany had not provided the Executive the opportunity to participate in a long-termdisability insurance plan paid or provided by the Company, the Company shall continue to paythe Executive the Base Salary from the Date of Termination until the expiration of six (6)months thereafter or, if earlier, until the date the Executive recovers sufficiently fromhis illness or injury to resume work on a substantially full-time basis (the “RecoveryDate”), with payments commencing at the next regular Company payday for executives which isat least five (5) business days following the later of the effective date of the Release ofClaims or the date the Release of Claims signed by the Executive is received by the Chair ofthe Board, but with the first payment retroactive to the day immediately following the Dateof Termination or, in the event that any long-term disability insurance plan paid orprovided by the Company fails to provide the Executive income replacement benefits equal tothe Base Salary (or income replacement benefits not subject to federal income tax which areequal to the Base Salary net of federal income tax), the Company will pay the Executive thedifference between the Base Salary and income replacement benefits received (after givingeffect to any tax savings of the Executive if such benefits are not subject to federal orstate income tax) until the earlier of the expiration of six (6) months following the Dateof Termination or the Recovery Date. 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 theLLC Agreement, as applicable. The Executive’s rights with respect to indemnification shallbe in accordance with Section 12 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(e) 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
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hundred and eighty (180) days or such longer period as the Board in its discretion mayprovide) or until the termination of his employment, whichever shall first occur. If, whilehis employment hereunder continues, the Executive is receiving disability income benefitsunder any such disability plan, the Executive shall continue to be eligible for benefits inaccordance with Section 4(d) of this Agreement and the terms and conditions of the PlanDocuments, until the earlier to occur of his recovery or the termination of his employmentunder 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 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) theExecutive’s indictment, charge or conviction of, or plea of nolo contendere to, (A) a felony or anycrime involving fraud or material dishonesty or (B) any felony or crime involving moral turpitudethat might be reasonably expected to, or does, adversely effect the Company or any of itsAffiliates; (ii) the Executive’s gross negligence or willful misconduct with regard to the Companyor any of its Affiliates, which has a material adverse impact on the Company or its Affiliates,whether economic or to reputation or otherwise; (iii) the Executive’s refusal or willful failure tosubstantially perform his duties or to follow a lawful written directive of the Board or itsdesignee within the scope of the Executive’s duties hereunder which in either case remains uncuredor continues after twenty (20) days’ written notice from the Board which references the potentialfor a “for Cause” termination and specifies in reasonable detail the nature of the refusal orwillful failure which must be cured; (iv) the Executive’s theft, fraud or any material act ofdishonesty related to the Company or any of its Affiliates; (v) any representations or warrantiesof the Executive under this Agreement that there is no legal impediment to employment, nodisclosure of third party confidential information and no breach of any existing employmentagreement proven false in a material respect; provided that the Executive has been provided withwritten notification of any of the foregoing and has been given five (5) days to present anymitigating, corrective or clarifying information to the Board; (vi) the Executive’s breach of afiduciary duty owed to the Company or any of its Affiliates, including but not limited to anybreach or violation of those provisions of this Agreement setting forth the Executive’s obligationswith respect to confidentiality, non-competition and non-solicitation; (vii) the Executive’s breachof any other material provision of this Agreement unless corrected by the Executive within twenty(20) days of the Company’s written notification to the Executive of such breach or (viii) theExecutive’s
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failure to remain in good standing with the California State Bar Association. In the event ofsuch termination, the Company shall have no obligation to the Executive under this Agreement otherthan provision of Final Compensation. Any equity in the LLC held by the Executive on the Date ofTermination shall be governed by the terms of the Unit Certificate, the Plan and the LLC Agreement,as applicable. The definition of “Cause” set forth in this Section 5(c) shall supersede thedefinition of “Cause” in the 2006 Equity Incentive Plan if the 2006 Equity Incentive Plan expresslyprovides 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 pay the Executive a Final Pro-Rated Bonus for the fiscal year in which the Date ofTermination occurs, payable at the time annual bonuses are paid to Company executives generallyunder its executive incentive plan or, if later, on the tenth (10th) business dayfollowing the later of the effective date of the Release of Claims or the date the Release ofClaims, signed by the Executive, is received by the Chair of the Board on behalf of the Company;(ii) the Company shall provide the Executive compensation for the period of twelve (12) monthsfollowing the Date of Termination at the rate of one-twelfth of the Base Salary per month,commencing on the next regular Company payday for its executives that is at least five (5) businessdays following the later of the effective date of the Release of Claims or the date the Release ofClaims, signed by the Executive, is received by the Chair of the Board, but with the first paymentbeing retroactive to the day immediately following the Date of Termination; (iii) the Company willpay the full premium cost of health and dental plan coverage for Executive and his qualifiedbeneficiaries until the earliest to occur of the conclusion of the period defined in clause (ii)immediately above or the date the Executive becomes eligible for participation in health and dentalplans of another employer or the date the Executive ceases to be eligible for participation underthe Company’s health and dental plans under COBRA; provided, however, that in orderto be eligible for the Company’s payments hereunder the Executive and each of his qualifiedbeneficiary must elect in a timely manner to continue coverage under the Company’s health anddental plans under COBRA and (iv) the Company will continue, and will pay the premium cost of, theExecutive’s participation in its group life insurance plan for the period of twelve (12) monthsfollowing the date of termination or, if coverage is unavailable to the Executive and provided thathe is insurable at normal rates, the Company, for twelve (12) months following the date oftermination, will pay the premium cost of term life insurance for the Executive with the same faceamount as his coverage under the Company ’s group life insurance plan at the time his employmentterminated. Any equity in the LLC held by the Executive on the Date of Termination shall begoverned by the terms of the Unit Certificate, the Plan and the LLC Agreement, as applicable. TheExecutive’s rights with respect to indemnification shall be in accordance with Section 12 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
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following events: (i) the material breach of this Agreement by the Company which is notcured, if curable, within twenty (20) days after written notice to the Company specifying inreasonable detail the nature of such breach; (ii) a material diminution of any of the Executive’ssignificant duties or the assignment to the Executive of material duties inconsistent with hisposition or the material impairment of the Executive’s ability to function in his position, in eachcase only after the Company shall have had an opportunity and failed to cure (any cure to beeffected within twenty (20) days after written notice to the Company by the Executive specifying inreasonable detail the nature of such Good Reason); (iii) any reduction in or failure to pay theBase Salary or any failure to pay any Annual Bonus to which the Executive is entitled hereunder orany failure to provide benefits in accordance with this Agreement, in each case only after theCompany has been given an opportunity, and has failed, to cure any such event within twenty (20)days following the Executive’s written notice to the Company specifying in reasonable detail thenature of the reduction or failure; (iv) any relocation of the Executive’s primary worksite to asite that is more than thirty-five (35) miles from the Van Nuys Location; or (v) subjection of theExecutive to a working environment sufficiently hostile or otherwise adverse as to satisfy thegeneral legal standard for a constructive discharge, provided that the Executive provides theCompany written notice specifying in reasonable detail the circumstances rendering the workingenvironment hostile or otherwise adverse and the Company fails within twenty (20) days of thatnotice to take remedial action to mitigate those circumstances. For the avoidance of doubt,neither an assignment of the Executive to serve as a director or officer of one or more of theCompany’s Affiliates nor any termination of such service shall constitute Good Reason fortermination. In the event of termination in accordance with this Section 5(e), and provided thatthe Executive satisfies in full all of the conditions set forth in Section 5(h) hereof, then, inaddition to Final Compensation, the Company shall provide the Executive the same payments he wouldhave received under clauses (i), (ii), (iii) and (iv) of Section 5(d) had his employment beenterminated by the Company other than for Cause. 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 12 hereof.          (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 pursuant to this Section 5(f), the Board may elect to waive the periodof notice, or any portion thereof, and, if the Board so elects, the Company will pay the Executivehis Base Salary for the initial sixty (60) days of the notice period (or for any remaining portionthereof). The Company’s only other obligation to the Executive hereunder shall be for FinalCompensation, if any. Any equity in the LLC held by the Executive on the Date of Termination shallbe governed by the terms of the Unit Certificate, the Plan and the LLC Agreement, 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
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the Company terminates the Executive’s employment hereunder other than for Cause in accordancewith Section 5(d) or the Executive terminates his employment hereunder for Good Reason inaccordance with Section 5(e) and provided that the Executive satisfies in full all of theconditions set forth in Section 5(h) hereof, then, in addition to Final Compensation, theExecutive, in lieu of any payment for which he would have been eligible under Section 5(d) orSection 5(e) hereof, will be eligible for (A) a single lump sum payment equal to twelve (12) monthsof Base Salary, without offset for other earnings; (B) a Final Pro-Rated Bonus for the fiscal yearin which the Date of Termination occurs, payable at the time bonuses are paid generally; and (C)health and dental plan premium payments (or, as applicable, reimbursements) on the same terms andconditions applicable in the event of a termination other than for Cause or for Good Reason priorto a Change of Control. Notwithstanding anything to the contrary herein, however, no payments shallbe due hereunder until five (5) business days following the later of the effective date of theRelease of Claims or the date the Release of Claims, signed by the Executive, is received by theChair of the Board. The Executive’s rights with respect to indemnification shall be in accordancewith Section 12 hereof.               (ii) For purposes of this Agreement, “Change of Control” shall mean the occurrence, after theClosing 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 Closing 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 concert) otherthan the Investors and their Affiliates will have the power to elect a majority of the members ofthe board of managers or board of directors (or other similar governing body) of the Change ofControl Transferee. For purposes of this Section 5(g): A “Person” shall have the meaningascribed to that term in section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 and“Investors” shall mean all Unit-holders of Easton-Bell Sports, LLC as of the date of thisAgreement, including without limitation Fenway Partners, Inc., Teachers Private Capital, YorkStreet Capital Partners, American Capital Strategies Ltd., Antares Capital Corporation, Bell SportsHoldings, LLC, Bell Sports 2001, LLC, Bell Sports 2001 Coinvestors, LLC and Bell Sports 2001Investments, 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
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free to elect not to comply with clause (i) below and is free not to forbear from competition orsolicitation as set forth in clauses (ii), (iii) and (iv) immediately below, but that his right toany Post-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 set forth below. The conditions to receipt of the Post Employment Payments are asfollows:               (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 twelve (12) months following termination of theExecutive’s employment with the Company from competition with the Company or any of itsAffiliates anywhere in the world where the Company or any of those Affiliates is doingbusiness, whether as owner, partner, investor, consultant, agent, employee, co-venturer orotherwise. Specifically, but without limiting the foregoing, the Executive shall not engagein any activity that is competitive, or is in preparation to engage in competition, with thebusiness of the Company or any of its Affiliates as conducted or under consideration at anytime during the Executive’s employment and further the Executive shall not work or provideservices, in any capacity, whether as an employee, independent contractor or otherwise,whether with or without compensation, to any person or entity engaged in, or in preparationto engage in, any business that is competitive with the business of the Company or any ofits Affiliates, as conducted or in planning during his employment. The foregoing, however,shall not be breached solely by the Executive’s passive ownership of less than 3% of theequity securities of any publicly traded company. The foregoing also will not prevent theExecutive’s practice of law during the twelve-month period following termination of theExecutive’s employment, it being expressly understood, however, that this exception does notpermit the Executive during that twelve-month period to provide non-legal services,including without limitation executive, managerial or administrative services, for anyperson or entity engaged in, or in preparation to engage in, any business that iscompetitive with the business of the Company or any of its Affiliates, as conducted or inplanning during his employment.               (iii) Forbearance by the Executive for twelve (12) months following termination of hisemployment from any solicitation, directly or indirectly, of any of the Customers of theCompany or any of its Affiliates to terminate or diminish their relationship with theCompany or any of its Affiliates and from any direct or indirect solicitation of any of theCustomers or Prospective Customers of the Company or any of its Affiliates to conduct withhimself or any other Person (as defined in Section 13 hereof) any business or activity whichsuch Customer or Prospective Customer conducts or could conduct with the Company or any ofits Affiliates. For purposes of this Section 5(h), a Customer is a person or entity whichwas such at any time during
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the twelve (12) months prior to the Date of Termination and a Potential Customer is aperson or entity contacted by the Company or any of its Affiliates to become such at anytime within twelve (12) months prior to the Date of Termination other than by generaladvertisement, provided, in each case, that the Executive had contact with such Customer orPotential Customer through his employment or other associations with the Company or hadaccess to Confidential Information that would assist in his solicitation of such Customer orPotential Customer in competition with the Company or any of its Affiliates.               (iv) Forbearance by the Executive for twelve (12) months following termination of hisemployment 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 Affiliates and from soliciting any such employee, independentcontractor or agent to terminate or diminish his/her/its relationship with the Company orany of its Affiliates. For purposes of this Section 5(h), an employee, independentcontractor or agent means any Person who was performing services for the Company or any ofits Affiliates in such capacity at any time during the twelve (12) months immediatelypreceding 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.          (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. In addition, the Executive may have a right to coverageunder the Company’s group life insurance plan in
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accordance with the terms of Section 5(d) following a termination of employment in accordancewith Section 5(d) or Section 5(e) hereof. 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 Section 7. The Executive recognizes that, except as expresslyprovided in Section 5(d), Section 5(e) or Section 5(f) (with respect to Base Salary for any noticeperiod waived) or Section 5(g), no compensation is earned after termination of employment.     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 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, all Documents and all otherproperty of the Company and its Affiliates then in the Executive’s possession or control.     8. Assignment of Rights to Intellectual Property. The Executive shall promptly andfully disclose 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
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Company to assign the Intellectual Property to the Company and to permit the Company toenforce any patents, copyrights or other proprietary rights to the Intellectual Property. TheExecutive will not charge the Company for time spent in complying with these obligations. Allcopyrightable works that the Executive creates during the course of his employment by the Companyand which pertains to the business of the Company or any of its Affiliates or is suggested by anywork performed by the Executive for the Company or any of its Affiliates or makes use ofConfidential Information shall be considered “work made for hire” and, upon creation, shall beowned exclusively by the Company or its 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.          (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
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addition to any other remedies available to it, shall be entitled to preliminary and permanentinjunctive relief against any breach or threatened breach by the Executive of any of saidcovenants, 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 of competent jurisdiction tobe unenforceable by reason of its being extended over too great a time, too large a geographic areaor too great a range of activities, such provision shall be deemed to be modified to permit itsenforcement to the maximum extent permitted 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. 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. The Executive agrees promptly to notify the Company of any actual orthreatened claim arising out of or as a result of his employment or offices with the Company or anyof its Affiliates.     13. 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 authorityor equity interest.          (b) “Closing Date” means the date of the closing of the transaction described in the StockPurchase Agreement dated as of February 1, 2006, by and between Riddell Bell Holdings, Inc. andJas. D. Easton, Inc. (the “Stock Purchase Agreement”), which closing occurred on March 16,2006.          (c) “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)
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their costs and sources of supply, (v) the identity and special needs of the customers andprospective customers of the Company and its Affiliates and (vi) the persons and entities with whomthe 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.          (d) “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.          (e) “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.          (f) “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.     14. 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.     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 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.
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     16. 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.     17. 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.     18. 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 Mark R. Genender, Fenway Partners, Inc.,11111 Santa Monica Boulevard, Suite 1470, Los Angeles, CA 90025, with a copy to Aron Schwartz,Fenway Partners, Inc., 152 W. 57th St., 59th Floor, New York, NY 10019 or to such other address aseither party may specify by notice to the other actually received.     19. 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 term sheet between the partiesthat preceded this Agreement.     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.     21. Headings. The headings and captions in this Agreement are for convenience onlyand in no 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]
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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/ RICHARD TIPTON     /s/ MARK GENENDER               By:     Richard Tipton            Title:  Vice President                    Easton Bell Sports, LLC shall be a party to this Agreement, but solely for the purposes ofSection 4(c) hereof.             EASTON BELL SPORTS, LLC                 /s/ MARK GENENDER               By:                          Name: Mark Genender                        Title: Vice President           
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EXHIBIT ARELEASE OF CLAIMS     FOR AND IN CONSIDERATION OF the benefits to be provided me in connection with the terminationof my employment, as set forth in the agreement between me and Easton-Bell Sports, Inc. (the“Company”) dated as of July 12, 2006 (the “Agreement”), which are conditioned,*inter alia,*on my signing this Release of Claims and to which I am not otherwise entitled, and forother good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,I, on my own behalf and on behalf of my heirs, executors, administrators, beneficiaries,representatives and assigns, and all others connected with me, hereby release and forever dischargethe Company and its Affiliates (as that term is defined in the Agreement) and all of theirrespective past, present and future officers, directors, trustees, shareholders, employees, agents,general and limited partners, members, managers, joint venturers, representatives, successors andassigns, and all others connected with any of them (all of the foregoing, collectively, the“Released”), both individually and in their official capacities, from any and all causes ofaction, rights and claims of any type or description, known or unknown, which I have had in thepast, now have, or might now have, through the date of my signing of this Release of Claims,including without limitation any causes of action, rights or claims in any way resulting from,arising out of or connected with my employment by the Company or any of its Affiliates or thetermination of that employment or pursuant to any federal, state or local law, regulation or otherrequirement, including without limitation Title VII of the Civil Rights Act of 1964, the AgeDiscrimination in Employment Act, the Americans with Disabilities Act and the fair employmentpractices laws of the state or states in which I have been employed by the Company or any of itsAffiliates, each as amended from time to time, (all of the foregoing, in the aggregate,“Claims”)In signing this Release of Claims, I expressly waive and relinquish all rights and benefitsafforded by Section 1542 of the Civil Code of the State of California, and do so understanding andacknowledging the significance of such specific waiver of Section 1542, which Section states asfollows:     A general release does not extend to claims which the creditor does not know orsuspect to exist in his favor at the time of executing the release, which ifknown by him must have materially affected his settlement with the debtor.Thus, notwithstanding the provisions of Section 1542, and for the purpose of implementing a fulland complete release and discharge of the Released, I expressly acknowledge that this Release ofClaims is intended to include in its effect, without limitation, all Claims which I do not know orsuspect to exist in my favor at the time of execution hereof, and that this Release of Claimscontemplates the extinguishment of all such Claims.Excluded from the scope of this Release of Claims is (i) any claim arising under the terms of theAgreement after the effective date of this Release of Claim and (ii) any right of
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indemnification or contribution that I have pursuant to the Articles of Incorporation or By-Laws ofthe Company or any of its Sports Affiliates (as defined in the Agreement).In signing this Release of Claims, I acknowledge my understanding that I may not sign it prior tothe termination of my employment, but that I may consider the terms of this Release of Claims forup to twenty-one (21) days (or such longer period as the Company may specify) from the date myemployment with the Company terminates. I also acknowledge that I am advised by the Company andits Affiliates to seek the advice of an attorney prior to signing this Release of Claims; that Ihave had sufficient time to consider this Release of Claims and to consult with an attorney, if Iwished to do so, or to consult with any other person of my choosing before signing; and that I amsigning this Release of Claims voluntarily and with a full understanding of its terms.I further acknowledge that, in signing this Release of Claims, I have not relied on any promises orrepresentations, express or implied, that are not set forth expressly in the Agreement. Iunderstand that I may revoke this Release of Claims at any time within seven (7) days of the dateof my signing by written notice to the Company c/o Mark R. Genender, Fenway Partners, Inc., 11111Santa Monica Boulevard, Suite 1470, Los Angeles, CA 90025, with a copy to Aron Schwartz, FenwayPartners, Inc., 152 W. 57th St., 59th Floor, New York, NY 10019, or to such other address as theCompany party may specify and that this Release of Claims will take effect only upon the expirationof such seven-day revocation period and only if I have not timely revoked it.Intending to be legally bound, I have signed this Release of Claims as of the date written below.     Signature:       Richard Tipton       Date Signed:         
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EXHIBIT BDesignation of Beneficiary     Reference is made to the employment agreement between the undersigned and Easton-Bell Sports,Inc. dated as of July 12, 2006 (the “Employment Agreement”). All capitalized terms notdefined on this form shall have the meaning ascribed to them in the Employment Agreement.     I hereby designate the following person as my beneficiary to receive any Final Compensationand any Final Pro-Rated Bonus under Section 5(a) of the Employment Agreement in the event of mydeath during the term of the Employment Agreement:Name of Beneficiary:Social Security Number:Date of Birth:Relationship:Current Address:I understand that it is my obligation to inform the Company in writing of any change of address formy designated beneficiary. I also understand that I may change my designated beneficiary at anytime by submission of a new form fully completed, signed by me and dated. The form with the latestdate shall govern in the event of my death.     Signature:       Richard Tipton       Date:         
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