exv10w1



 





Exhibit 10.1




AGREEMENT




     AGREEMENT made and entered into by and between Easton-Bell Sports, Inc. (the
“Company”) and Paul E. Harrington (the “Executive”), dated as of the fifth day of
March, 2008.



     For good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and the Executive agree as follows:



     1. Employment. Subject to the terms and conditions set forth in this Agreement, the
Company hereby offers, and the Executive hereby accepts, employment.



     2. Term. Subject to earlier termination as hereafter provided, the Executive’s
employment hereunder shall be for a term of three years, commencing as of the Effective Date, as
defined in Section 3(a) hereof, and shall automatically renew thereafter for successive terms of
one year each. The term of this Agreement, as from time to time renewed, is hereafter referred to
as “the term of this Agreement” or “the term hereof.”



     3. Capacity and Performance.



          (a) Commencing on a mutually agreeable date in April, 2008, unless a later date is agreed by
the parties, (the “Effective Date”), the Executive shall serve the Company as its Chief Executive
Officer (“CEO”), reporting to the Board of Directors of the Company (the “Board”)
or a committee thereof.




          (b) In addition, and without further compensation, the Executive shall serve as a member of
the Board of Directors of the Company (the “Board”) during the term hereof and agrees also
to serve as a director and/or officer of one or more of the Company’s Immediate Affiliates (as
defined in Section 14 hereof), if so elected or appointed from time to time. At the request of the
Board, upon termination of his employment with the Company for any reason, the Executive shall
resign as a member of the Board and as an officer of the Company and shall resign from any other
positions, offices and directorships he may have with the Company or any of its Immediate
Affiliates.




          (c) During the term hereof, the Executive shall be employed by the Company on a full-time
basis. He shall have the duties and responsibilities of CEO and such other duties and
responsibilities, reasonably consistent with that position, with respect to the business operations
of the Company and its Immediate Affiliates, as may be assigned by the Board or a committee thereof
from time to time.




          (d) Subject to business travel as necessary or desirable for the performance of the
Executive’s duties and responsibilities hereunder, the Executive’s primary worksite during the term
hereof shall be at the location of the Company’s offices in Van Nuys, California as of the
Effective Date (the “Van Nuys Location”) or such other site as the Company may select from
time to time, provided such site is no more than thirty-five (35) miles from the Van Nuys Location
unless the Executive has expressly consented in writing thereto.




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          (e) During the term hereof, the Executive shall devote his full business time and best
efforts, business judgment, skill and knowledge exclusively to the advancement of the business and
interests 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 engage in passive
management of his personal investments and in such community and charitable activities as do not
individually or in the aggregate give rise to a conflict of interest or otherwise interfere with
his performance of his duties and responsibilities hereunder. It is agreed that the Executive
shall not accept membership on a board of directors or other governing board of any Person without
the prior approval of the Board or its authorized representative. It also is agreed that if the
Board subsequently determines, and gives notice to the Executive, that any such membership,
previously approved, is materially inconsistent with the Executive’s obligations under Section 7,
Section 8 or Section 9 of this Agreement or gives rise to a material conflict of interest, the
Executive shall cease such activity promptly following notice from the Company.




     4. Compensation and Benefits. As compensation for all services performed by the
Executive under and during the term hereof and subject to performance of the Executive’s duties and
of the obligations of the Executive to the Company and its Affiliates, pursuant to this Agreement
or otherwise:



          (a) Base Salary.





          (i) Initially during the term hereof, the Company shall pay the Executive a base salary
at the rate of Seven Hundred and Fifty Thousand Dollars ($750,000.00) per annum, payable in
accordance with the payroll practices of the Company for its executives and subject to
annual review by the compensation committee of the Board and to increase, but not decrease,
in the discretion of such committee or the Board. The Executive’s base salary, as from time
to time increased, is hereafter referred to as the “Base Salary.”




          (ii) In the event that, to purchase a first principal residence within commuting
distance of the Company’s offices in Van Nuys, California (the “California Home”), the
Executive obtains mortgage loans on the California Home not to exceed Three Million Dollars
in total and not to exceed seventy-five percent (75%) of the purchase price of the
California Home and provided that the Executive makes a down payment, from his personal
resources, of not less than twenty-five percent (25%) of the purchase price of the
California Home and secures mortgage loans from one or more third party lenders (that is,
from lenders other than Fenway Partners, LLC or Ontario Teachers Pension Plan Board) that
total at least twenty-five percent (25%) of the purchase price of the California Home, the
Company will provide the Executive an amount, payable monthly with the Base Salary, equal to
one-twelfth of the annual interest on the “Subsidized Mortgage Loans,” as defined
immediately below, which monthly amount shall be grossed up for the state and federal income
tax liability resulting to the Executive, (the “Interest Subsidy”). As used here,
the term “Subsidized Mortgage Loans” means that portion of the total mortgage loans obtained
by the Executive to purchase the California Home that is in excess of twenty-five percent
(25%) of the



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purchase price and that is equal to lesser of (A) fifty percent (50%) of the purchase
price of the California Home or (B) Two Million Dollars. (For the avoidance of doubt, to be
eligible for any Interest Subsidy hereunder, the Executive must have a down payment on the
California House equal to 25% of its purchase price and must be carrying, and paying the
interest on, a third party mortgage loan on the California House equal to not less than 25%
of its purchase price.) Any Interest Subsidy for which the Executive is eligible hereunder
shall commence on the next regular payday following the closing of the mortgage loans
obtained by the Executive in connection with the purchase of the California Home and shall
continue thereafter while the Executive’s employment under this Agreement continues and
there is principal outstanding on the Subsidized Mortgage Loans. In the event that the
Executive’s employment hereunder is terminated by the Company other than for Cause or is
terminated by the Executive for Good Reason hereunder while an Interest Subsidy is in
effect, that Interest Subsidy will be continued, as Post-Employment Compensation (as defined
in Section 5(g) hereof), subject to the conditions set forth in said Section 5(g) hereof,
for twelve (12) months following the date of such termination, provided that there is
principal outstanding on the Subsidized Mortgage Loans. In the event of termination of the
Executive’s employment other than in accordance with Section 5(d) or Section 5(e) hereof,
the Interest Subsidy shall cease on the date his employment terminates. The Company will
review and adjust the Interest Subsidy at reasonable intervals during the term hereof and
following the final payment hereunder both for the decline of the principal of the
Subsidized Mortgage Loans and to true up for federal and state income taxes imposed on the
Executive as a result of the Interest Subsidy paid hereunder; the Executive agrees to
cooperate by providing such information and supporting documentation as the Company may
reasonably request in connection with any such review; the Company will provide the
Executive a copy of the results of each such review and supporting calculations; and the
Company and the Executive each agrees to pay promptly such amount, if any, determined by any
Company review to be owed to the other party.



          (b) Bonus Compensation. For each fiscal year completed during the term hereof, the
Executive shall have the opportunity to earn an annual bonus (“Annual Bonus”) under the
executive incentive plan then applicable to the Company’s executives, as in effect from time to
time, based on target objectives determined by the Board or a designated committee thereof after
consultation with the Executive. The Executive’s target bonus under the executive incentive plan
shall be One Hundred Percent (100%) of the Base Salary, with a potential for the Annual Bonus to
exceed target if achievement exceeds the target objectives. The actual amount of each Annual Bonus
shall be as determined by the Board or its designated committee. In fiscal year 2008, the
Executive will be eligible to earn an Annual Bonus as if employed from January 1, 2008; provided he
commences employment hereunder on or before April 1, 2008. If he commences employment hereunder
after April 1, 2008, any Annual Bonus earned shall be pro-rated from the date his employment
commences. Any Annual Bonus due to the Executive hereunder will be payable not later than two and
one-half months following the close of the fiscal year for which the bonus was earned or as soon as
administratively practicable thereafter, within the meaning of Section 409A of the Internal Revenue
Code and the regulations promulgated thereunder, each as amended (“Section 409A”). Except as
otherwise provided in Section 5



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hereof, the Executive must be employed on the last day of a fiscal year in order to be
eligible to earn an Annual Bonus for that fiscal year.




          (c ) Equity Participation. As promptly as reasonably practical following the
Effective Date, Executive will be granted an award of 7,377,576.420 Class B Common Units (the
“Units”) of Easton-Bell Sports, LLC (the “LLC”) under the Easton-Bell Sports, LLC
2006 Equity Incentive Plan as amended from time to time (the “Plan”). Such award shall be
subject to the terms of the agreement captioned “Easton-Bell Sports, LLC Class B Common Unit
Certificate” (the “Unit Certificate”), which the Executive must execute in order to receive
the award, to the terms of the Plan, and to the terms of the Easton-Bell Sports, LLC Third Amended
and Restated Limited Liability Company Agreement as amended from time to time (the “LLC
Agreement”). Any further equity awards granted to the Executive thereunder shall be at the
discretion of the Board of Managers of the LLC.




          (d) Employee Benefit Plans. During the term hereof, the Executive shall be entitled
to participate in all “Employee Benefit Plans,” as that term is defined in Section 3(3) of
ERISA, including both health and welfare plans and retirement plans, from time to time in effect
for executives of the Company generally, except to the extent any of the Employee Benefit Plans is
duplicative of a benefit otherwise provided to the Executive under this Agreement. The Executive’s
participation shall be subject to the terms of the applicable Employee Benefit Plan documents and
generally applicable Company policies.




          (e) Car Allowance. During the term hereof, the Company shall provide the Executive a
non-accountable expense allowance for an automobile and its expenses in the amount of Two Thousand,
Five Hundred Dollars ($2500.00) per month.




          (f) Vacations. During the term hereof, the Executive will be entitled to four (4)
weeks of vacation per year, to be taken at such times and intervals as shall be determined by the
Executive, subject to the reasonable business needs of the Company and with the approval of the
Board or a committee thereof. Vacation shall otherwise be governed by the policies of the Company,
as in effect from time to time.




          (g) Business Expenses. The Company will pay or reimburse the Executive for all
reasonable, customary and necessary business expenses incurred or paid by the Executive in the
performance of his duties and responsibilities hereunder, subject to any maximum annual limit and
other restrictions on such expenses set by the Board, to such reasonable substantiation,
documentation and submission deadlines as may be specified by the Company from time to time. Any
such reimbursements shall be paid no later than December 31 of the year following the year in which
the expense was incurred.




          (h) Relocation and Temporary Housing and Travel Expenses.





          (i) The Company will reimburse the reasonable relocation expenses incurred by the
Executive in relocating to the greater Los Angeles area, subject to the terms and conditions
of the Company’s relocation and expense reimbursement policies, as in effect at the time
such expenses are incurred. Covered relocation expenses include



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packing and moving of household goods, certain expenses associated with home purchase
as specified in applicable Company policy and certain other related expenses associated with
relocation of one household and up to three vehicles from the Executive’s current primary
residence to a new residence in the greater Los Angeles area. Reimbursable expenses do not
include points paid to buy down the mortgage rate on the Executive’s new home. If there is
not any current Companies policy on relocations or should any relocation issues not be
addressed in current Company policies, such issues shall be as determined by the Board or a
designated committee thereof. The Company will make a gross-up payment to the Executive for
income taxes he incurs as a result of relocation reimbursement. The Executive’s relocation
must be completed while employment continues and no later than the date which is nine (9)
months following the Effective Date, unless a later date is mutually agreed prior to that
date. 




           (ii) The Company will reimburse reasonable expenses incurred by the Executive for
temporary housing and travel to and from his current home from the Effective Date through
the earlier of (A) the date the Executive has relocated his home and family to the greater
Los Angeles area and (B) the date which is nine (9) months following the Effective Date.
The Company also will reimburse the expenses incurred by the Executive for a reasonable
number of house-hunting trips for himself and his family, with any trips in excess of three
requiring prior approval, to be provided at the discretion of the Board or its designee.




          (iii) Total payments and reimbursements for relocation, temporary housing and related
expenses pursuant to this Section 4(h) shall be in a total amount of not more than
Eighty-Five Thousand Dollars ($85,000.00). Any reimbursements pursuant to Section 4(h)(i)
or Section 4(h)(ii) shall be subject to such reasonable substantiation, documentation and
submission deadlines as may be specified by the Company. Any such reimbursements will be
paid no later than December 31 of the year following the year in which the expense was
incurred, subject to compliance with all requirements of Section 409A.



          (i) Reimbursement of Legal Fees. The Company will reimburse the Executive’s legal
fees and expenses incurred in the negotiation of the terms and conditions of his employment with
the Company under this Agreement and the preceding term sheet, to a maximum total reimbursement of
Ten Thousand Dollars ($10,000.00), subject to such reasonable substantiation, documentation and
submission deadlines as may be specified by the Company. Any such reimbursements shall be paid no
later than December 31 of the year following the year in which the expense was incurred.




          (j) Directors & Officers Insurance Coverage. During the term hereof, the Company
shall provide the Executive the same coverage under any directors and officers (“D&O”) liability
insurance which the Company elects to maintain as it provides to its other executives and, after
the termination of his employment hereunder, the same rights of indemnification and contribution,
and the same coverage under any D&O liability insurance it elects to maintain, as its other former
executives. The Company shall be under no obligation hereunder, however, to maintain any D&O
liability insurance.




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     5. Termination of Employment and Severance Benefits. Notwithstanding the provisions
of Section 2 hereof, the Executive’s employment hereunder shall terminate during the term hereof
under the following circumstances:



          (a) Death. In the event of the Executive’s death during the term hereof, the
Executive’s employment hereunder shall immediately and automatically terminate. In such event,
promptly following the date of termination of the Executive’s employment with the Company
(hereafter, the “Date of Termination”), the Company shall pay promptly to his estate the
Final Compensation (as defined in Section 14 hereof). In addition to Final Compensation: (A) The
Company will pay to the Executive’s estate an Annual Bonus for the fiscal year in which the Date of
Termination occurs, determined by multiplying the Annual Bonus the Executive would have received
had he continued employment through the last day of that fiscal year by a fraction, the numerator
of which is the number of days he was employed during the fiscal year, through the Date of
Termination, and the denominator of which is 365 (a “Final Pro-Rated Bonus”). Such Final
Pro-Rated Bonus will be payable at the time annual bonuses are paid to Company executives generally
under its executive incentive plan. (B) The Company will pay the full premium cost of health and
dental plan coverage for each of Executive’s qualified beneficiaries for eighteen (18) months from
the Date of Termination or until the date the qualified beneficiary ceases to be eligible for
coverage continuation under the federal law commonly known as “COBRA”; provided, however,
that in order to be eligible for the Company’s payments hereunder the qualified beneficiary must
elect in a timely manner to continue coverage under the Company’s health and dental plans under
COBRA. (C) The executor or administrator of the Executive’s estate, as applicable, may put the
Executive’s vested Units to the LLC at “Fair Market Value” (as defined in the Unit
Certificate), provided he/she does so within one hundred and twenty (120) days following the Date
of Termination. Payment by the LLC may be by cash or promissory note in accordance with those
provisions governing the purchase and sale of management Units contained in the LLC Agreement (or
any successor corporate governance document). Any equity in the LLC held by the Executive on the
Date of Termination shall otherwise be governed by the terms of the Unit Certificate, the Plan and
the LLC Agreement, as applicable.




          (b) Disability.





          (i) The Company may terminate the Executive’s employment hereunder, upon notice to the
Executive, in the event that the Executive becomes disabled during his employment through
any illness, injury, accident or condition of either a physical or psychological nature and,
as a result, is unable to perform substantially all of his duties and responsibilities
hereunder, notwithstanding the provision of any reasonable accommodation (exclusive of the
leave of absence provided hereunder), for one hundred and eighty (180) days during any
period of three hundred and sixty-five (365) consecutive calendar days. In the event of
such termination, and provided that the Executive satisfies in full all of the conditions
set forth in Section 5(g) hereof, then, in addition to Final Compensation, the Company shall
provide the Executive the following: (A) The Company will pay the Executive a Final
Pro-Rated Bonus for the fiscal year in which the Date of Termination occurs, payable at the
time annual bonuses are paid to



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Company executives 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 defined in Section 5(g) below, or the date the Release of Claims is received by
the person designated by the Company to receive notices on its behalf in accordance with
Section 19 hereof. (B) The Company will pay the full premium cost of health and dental plan
coverage for Executive and his qualified beneficiaries for eighteen (18) months following
the Date of Termination or until the date the Executive and his qualified beneficiaries
cease to be eligible for coverage continuation under COBRA; provided, however, that in order
to be eligible for the Company’s premium payments hereunder the Executive and each qualified
beneficiary must elect in a timely manner to continue coverage under the Company’s health
and dental plans under COBRA. (C) The Executive may put his vested Units to the LLC at Fair
Market Value (as defined in the Unit Certificate), provided he does so within one hundred
and twenty (120) days following the Date of Termination. Payment by the LLC may be by cash
or promissory note in accordance with those provisions governing the purchase and sale of
management Units contained in the LLC Agreement (or any successor corporate governance
document). Any equity in the LLC held by the Executive on the Date of Termination shall
otherwise be governed by the terms of the Unit Certificate, the Plan and the LLC Agreement,
as applicable. (D) In the event that the Company had not provided the Executive the
opportunity to participate in a long-term disability insurance plan, the Company will
continue to pay the 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 from his illness or injury to resume work on a substantially full-time
basis (the “Recovery Date”), with payments commencing at the next regular Company
payday for executives which is at least five business days following the later of the
effective date of the Release of Claims or the date the Release of Claims signed by the
Executive is received by the person designated by the Company to receive notices on its
behalf in accordance with Section 19 hereof, but with the first payment retroactive to the
day immediately following the Date of Termination.




          (ii) The Board may designate another employee to act in the Executive’s place during
any period of the Executive’s disability. Notwithstanding any such designation, the
Executive shall continue to receive compensation and benefits in accordance with Sections
4(a) through 4(e) of this Agreement, subject to the terms and conditions of any plans,
policies, agreements and other documents to which reference is made therein (collectively,
the “Plan Documents”), while his disability continues until the Executive becomes
eligible for disability income benefits under any disability plan in which he is a
participant as a result of his employment with the Company or until he recovers sufficiently
to resume his duties and responsibilities 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 the termination of his employment, whichever shall first
occur. If, while his employment hereunder continues, the Executive is receiving disability
income benefits under any such disability plan, the Executive shall not be eligible to
receive the Base Salary, but shall continue to be eligible for payments and benefits in
accordance with Sections 4(b) through 4(e) of this Agreement, subject to



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the terms and conditions of the Plan Documents, until the earlier to 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 is
disabled through any illness, injury, accident or condition of either a physical or
psychological nature so as to be unable to perform substantially all of his duties and
responsibilities 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 Executive
or his duly appointed guardian, if any, has no reasonable objection to determine whether the
Executive is so disabled and such determination shall for the purposes of this Agreement be
conclusive of the issue. If such question shall arise and the Executive shall fail to
submit to such medical examination, the Company’s determination of the issue shall be
binding on the Executive.



          (c) By the Company for Cause. The Company may terminate the Executive’s employment
hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the
nature of such Cause. For purposes of this Agreement, “Cause” shall be limited to:
(i) Executive’s indictment, charge or conviction of, or plea of nolo contendere to, (A) a felony or
(B) any other crime involving fraud or material financial dishonesty or (C) any other crime
involving moral turpitude that might be reasonably expected to, or does, materially adversely
effect the Company or any of its Affiliates, whether that effect to economics, to reputation or
otherwise; (ii) Executive’s gross negligence or willful misconduct with regard to the Company or
any of its Affiliates, including but not limited to its Immediate Affiliates, which has a material
adverse impact on 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 material
lawful written directive of the Board or its designee within the scope of the Executive’s duties
hereunder which in either case remains uncured or continues after twenty (20) days’ written notice
from the Board which references the potential for a “for Cause” termination and specifies in
reasonable detail the nature of the refusal or willful failure which must be cured; (iv)
Executive’s theft, fraud or any material act of financial dishonesty related to the Company or any
of its Affiliates; (v) the failure by the Executive to disclose any legal impediments to his
employment by the Company or his breach of any of his obligations to a former employer in
connection with his employment by the Company (e.g., his disclosure or use of proprietary
confidential information of a former employer on behalf of the Company without such former
employer’s consent); provided that Executive has been provided with written notification of any of
the foregoing and has been given five (5) days to present any mitigating, corrective or clarifying
information to the Board; (vi) the Executive’s breach or violation of those provisions of this
Agreement setting forth the Executive’s obligations with respect to confidentiality,
non-competition and non-solicitation; or (vii) the Executive’s breach of 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. In the event of such termination,
the Company shall have no obligation to the Executive under this Agreement other than provision of
Final Compensation. Any equity in the LLC held by the Executive on the Date of Termination
hereunder shall be governed by the terms of the Unit Certificate, the Plan and the LLC Agreement,
as applicable.




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          (d) By the Company other than for Cause. The Company may terminate the Executive’s
employment hereunder other than for Cause at any time upon notice to the Executive. In the event
of such termination, whether preceding or following a Change of Control (as defined in Section 14
hereof) and provided that the Executive satisfies in full all of the conditions set forth in
Section 5(g) hereof, then, in addition to Final Compensation, the Executive, as compensation for
his satisfying of those conditions, shall be entitled to the following: (i) The Company shall pay
the Executive a Final Pro-Rated Bonus for the fiscal year in which the Date of Termination occurs,
payable at the time annual bonuses are paid to Company executives 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 or the date the Release of Claims, signed by the Executive,
is received by the Chair of the Board on behalf of the Company. (ii) The Company shall pay the
Executive compensation for the period of twenty-four (24) months following 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) business days following the later of the
effective date of the Release of Claims or the date the Release of Claims, signed by the Executive,
is received by the person designated by the Company to receive notices on its behalf in accordance
with Section 19 hereof, but with the first payment being retroactive to the day immediately
following the Date of Termination. (iii) The Company will pay the full premium cost of health and
dental plan coverage for Executive and his qualified beneficiaries until the earliest to occur of
the expiration of eighteen (18) months following the Date of Termination, the date the Executive
becomes eligible for participation in health and dental plans of another employer or the date the
Executive ceases to be eligible for participation under the Company’s health and dental plans under
COBRA; provided, however, that, in order to be eligible for the Company’s payments
hereunder, the Executive and each of his qualified beneficiaries must elect in a timely manner to
continue coverage under the Company’s health and dental plans under COBRA. (iv) The Executive may
put his vested Units to the LLC at seventy-five percent (75%) of Fair Market Value (as defined in
the Unit Certificate), provided he does so within one hundred and twenty (120) days following the
date of termination. Payment by the LLC may be by cash or promissory note in accordance with those
provisions governing the purchase and sale of management Units contained in the LLC Agreement (or
any successor corporate governance document). Any Units in the LLC held by the Executive on the
Date of Termination otherwise shall be governed by the terms of the Unit Certificate, the Plan and
the LLC Agreement, as applicable. (v) The Company will pay the Executive any Interest Subsidy due
him following the Date of Termination in accordance with Section 4(a)(ii) hereof.




          (e) By the Executive for Good Reason. The Executive may terminate his employment
hereunder for Good Reason, whether preceding or following a Change of Control, by providing notice
to the Company of the condition giving rise to the Good Reason no later than thirty (30) days
following the occurrence of the condition, by giving the Company thirty (30) days to remedy the
condition and by terminating employment for Good Reason within thirty (30) days thereafter if the
Company fails to remedy the condition. For purposes of this Agreement, “Good Reason”
shall mean, without the Executive’s consent, the occurrence of any one or more of the following
events: (i) the material breach of this Agreement by the Company; (ii) a material diminution of
the Executive’s title as Chief Executive Officer or of any of the Executive’s significant duties,
authority or responsibilities; (iii) any reduction in or failure to pay



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the Base Salary; or (iv) any relocation of the Executive’s primary worksite to a site that is
more than thirty-five (35) miles from the Van Nuys Location. In the event of termination in
accordance with this Section 5(e), and provided that the Executive satisfies in full all of the
conditions set forth in Section 5(g) hereof, then, in addition to Final Compensation, the Company
shall provide the Executive the same bonus, compensation, premium payments and Interest Subsidy he
would have received under clauses (i), (ii), (iii) and (v) of Section 5(d) had his employment been
terminated by the Company other than for Cause and the Executive may put his vested Units to the
LLC at Fair Market Value (as defined in the Unit Certificate), provided he does so within one
hundred and twenty (120) days following the Date of Termination, with payment by the LLC being made
by cash or promissory note in accordance with those provisions governing the purchase and sale of
management Units contained in the LLC Agreement (or any successor corporate governance document).
Any equity in the LLC held by the Executive on the Date of Termination shall otherwise be governed
by the terms of the Unit Certificate, the Plan and the LLC Agreement, as applicable.




          (f) By the Executive Other than for Good Reason. The Executive may terminate his
employment hereunder at any time upon sixty (60) days’ notice to the Company. In the event of
termination of the Executive pursuant to this Section 5(f), the Board may elect to waive the period
of notice, or any portion thereof, and, if the Board so elects, the Company will pay the Executive
his Base Salary for the initial sixty (60) days of the notice period (or for any remaining portion
of thereof). The Company’s only other obligation to the Executive hereunder shall be for Final
Compensation, if any. Any equity in the LLC held by the Executive on the Date of Termination
hereunder shall be governed by the terms of the Unit Certificate, the Plan and the LLC Agreement,
as applicable.




          (g) Conditions. The Executive’s eligibility to receive and retain any
“Post-Employment Compensation” (meaning any and all compensation, of any kind, provided
under this Agreement in connection with or following termination of employment, exclusive of Final
Compensation) is subject to full satisfaction of all of the following as well as the covenant of
confidentiality set forth in 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 elect not to comply with clause (i) below and is free not to forbear from
competition or solicitation as set forth in clauses (ii), (iii) and (iv) immediately below, but
that his right to any Post-Employment Compensation under this Agreement is expressly conditioned on
compliance with said clause (i) and the forbearance required under all of said clauses (ii), (iii)
and (iv), as well as his full satisfaction of his obligations under the covenant of confidentiality
and assignment of rights to Intellectual Property (which obligations are not optional and shall
survive any termination, howsoever occurring). The conditions to receipt of Post-Employment
Compensation are as follows:





          (i) The Executive’s execution and return, to the person designated by the Company to
receive notices on its behalf in accordance with Section 19 hereof, of a timely and
effective release of claims in the form attached hereto and marked Exhibit A (“Release
of Claims”), within the time period specified therein. The Release of Claims




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creates legally binding obligations and the Company therefore advises the Executive to
consult an attorney before signing it.




          (ii) Forbearance by the Executive for twenty-four (24) months following the Date of
Termination from competition with the business of the Company and its Immediate Affiliates
anywhere in the world where the Company or any of those Immediate Affiliates is doing
business, whether as owner, partner, investor, consultant, agent, employee, co-venturer or
otherwise. Specifically, but without limiting the foregoing, in order to satisfy this
condition, the Executive must forbear from engaging in any activity that is competitive, or
is in preparation to engage in competition, with the business of the Company and its
Immediate Affiliates and further the Executive must forbear from working or providing
services, in any capacity, whether as an employee, independent contractor or otherwise,
whether with or without compensation, for or to any person or entity engaged in the business
of the Company and its Immediate Affiliates. The business of the Company and its Affiliates
is sporting hard goods. For illustrative purposes only, competitors of the Company and its
Immediate Affiliates on the date of this Agreement include Amer Sports Corporation and
Jarden Corporation and their respective subsidiaries. The foregoing condition, however,
shall not fail to be met solely due to the Executive’s passive ownership of less than 3% of
the equity securities of any publicly traded company.




          (iii) Forbearance by the Executive for twenty-four (24) months following the Date of
Termination from any direct or indirect solicitation or encouragement of any of the
Customers of the Company or any of its Immediate Affiliates to terminate or diminish their
relationship with the Company or any of its Immediate Affiliates and from any direct or
indirect solicitation or encouragement of any of the Customers or Prospective Customers of
the Company or any of its Immediate Affiliates to conduct with himself or any other Person
(as defined in Section 14 hereof) any business or activity which such Customer or
Prospective Customer conducts or could conduct with the Company or any of its Immediate
Affiliates. For purposes of this Section 5(g), a Customer is a person or entity which was
such at any time during the twelve (12) months prior to the Date of Termination and a
Potential Customer is a person or entity contacted by the Company or any of its Immediate
Affiliates to become such at any time within twelve (12) months prior to the Date of
Termination other than by general advertisement, provided, in each case, that the Executive
had contact with such Customer or Potential Customer through his employment or other
associations with the Company or had access to Confidential Information that would assist in
his solicitation of such Customer or Potential Customer in competition with the Company or
any of its Immediate Affiliates.




          (iv) Forbearance by the Executive for twenty-four (24) months following the Date of
Termination from directly or indirectly hiring or otherwise engaging the services of any
employee, independent contractor or other agent providing services to the Company or any of
its Immediate Affiliates and from soliciting any such employee, independent contractor or
agent to terminate or diminish his/her/its




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relationship with the Company or any of its Immediate Affiliates. For purposes of this
Section 5(g), an employee, independent contractor or agent means any Person who was
performing services for the Company or any of its Immediate Affiliates in such capacity at
any time during the twelve (12) months immediately preceding the Date of Termination.



          (h) Timing of Payments. Notwithstanding anything to the contrary in this Agreement, if
at the time of the Executive’s separation from service the Executive is a “specified employee,” as
hereinafter defined, no payment shall be made to the Executive before the date which is six months
after he separates from service (within the meaning of Section 409A), except to the extent of
amounts that do not constitute a deferral of compensation within the meaning of Treasury
regulations 1.409A-1(b) (including without limitation by reason of the safe harbor set forth in
1.409A-1(b)(9)(iii)), benefits which qualify as excepted welfare benefits pursuant to Section 409A,
or other amounts or benefits that are not subject to the requirements of Section 409A. For
purposes of this Section, “separation from service” shall be determined in a manner consistent with
subsection (a)(2)(A)(i) of Section 409A and the term “specified employee” shall mean an individual
determined by the Company to be a specified employee as defined in subsection (a)(2)(B)(i) of
Section 409A.




     6. Effect of Termination. The provisions of this Section 6 shall apply to any
termination of the Executive’s employment under this Agreement, whether pursuant to Section 5 or
otherwise.



          (a) Provision by the Company of Final Compensation, if any, to which the Executive is entitled
and Post-Employment Compensation, if any, which the Executive earns under the applicable
termination provision of Section 5 shall constitute the entire obligation of the Company to the
Executive hereunder following termination of his employment by the Company. The Executive shall
promptly give the Company notice of all facts necessary for the Company to determine the amount and
duration of its obligations in connection with any termination pursuant to Section 5 hereof.




          (b) Except for health and dental plan participation continued in accordance with COBRA, the
Executive’s participation in Employee Benefit Plans shall terminate pursuant to the terms of the
applicable Plan Documents based on the Date of Termination without regard to any Post-Employment
Compensation earned by the Executive following the Date of Termination.




          (c) Provisions of this Agreement shall survive any termination if so provided herein or if
necessary or desirable to accomplish the purposes of other surviving provisions, including without
limitation the conditions to receipt of Post-Employments Compensation set forth in Section 5(g) and
the obligations of the Executive under Sections 7 and 8 hereof. The Executive recognizes that,
except as expressly provided in Section 5(d), Section 5(e) or Section 5(f) (with respect to Base
Salary for any notice period waived) and except with respect to Interest Subsidy payable after
termination of employment in accordance with Section 4(a)(ii) hereof, no compensation is earned
after termination of employment.




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     7. Confidential Information.



          (a) The Executive acknowledges that the Company and its Affiliates continually develop
Confidential Information (as defined in Section 14 hereof); that the Executive may develop
Confidential Information for the Company or its Affiliates; and that the Executive may learn of
Confidential Information during the course of employment. The Executive will comply with the
policies and procedures of the Company and its Affiliates for protecting Confidential Information
and shall not disclose to any Person or use, other than as required by applicable law or for the
proper performance of his duties and responsibilities to the Company and its Affiliates, any
Confidential Information obtained by the Executive incident to his employment or other association
with the Company or any of its Affiliates. The Executive understands that this restriction shall
continue 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 to
the business, present or otherwise, of the Company or any of its Affiliates and any copies, in
whole or in part, thereof (the “Documents”), whether or not prepared by the Executive,
shall be the sole and exclusive property of the Company and its Affiliates. The Executive shall
safeguard all Documents and shall surrender to the Company at the time his employment terminates,
or at such earlier time or times as the Board or its designee may specify, all Documents and all
other property 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 and
fully disclose all Intellectual Property (as defined in Section 14 hereof) to the Company. The
Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the
Company) the Executive’s full right, title and interest in and to all Intellectual Property. The
Executive agrees to execute any and all applications for domestic and foreign patents, copyrights
or other proprietary rights and to do such other acts (including without limitation the execution
and delivery of instruments of further assurance or confirmation) requested by the Company to
assign 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 charge
the Company for time spent in complying with these obligations. All copyrightable works that the
Executive creates during the course of his employment by the Company and which pertains to the
business of the Company or any of its Affiliates or is suggested by any work performed by the
Executive for the Company or any of its Affiliates or makes use of Confidential Information shall
be considered “work made for hire” and, upon creation, shall be owned exclusively by the Company or
its applicable Affiliate.



     9. Restricted Activities. The Executive agrees that certain restrictions on his
activities during his employment are necessary to protect the goodwill, Confidential Information
and other legitimate interests of the Company and its Affiliates:



          (a) While the Executive is employed by the Company, the Executive shall not, directly or
indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or
otherwise, compete with the Company or any of its Affiliates anywhere in the world



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or undertake any planning for competition with the Company or any of its Affiliates.
Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner
in any activity that is directly or indirectly competitive or potentially competitive with the
business of the Company or any of its Affiliates as conducted or under consideration at any time
during the Executive’s employment or to provide services in any capacity to a Person which is a
competitor of the Company or any of its Affiliates.




          (b) The Executive agrees that, while he is employed by the Company, and excluding any
activities undertaken on behalf of the Company or any of its Affiliates in the course of his
duties, 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 her
relationship with the Company or any of its Affiliates; or solicit or encourage any customer of the
Company or any of its Affiliates to terminate or diminish its relationship with them; or solicit or
encourage any customer or potential customer of the Company or any of its Affiliates to conduct
with any Person any business or activity which such customer or potential customer conducts or
could conduct with the Company or any of its Affiliates.




          (c) The Executive agrees that during his employment by the Company he shall not publish any
work that disparages the Company or any of its Affiliates, their management or their business or
the Products.




     10. Enforcement of Covenants. The Executive acknowledges that he has carefully read
and considered all the terms and conditions of this Agreement, including the restraints imposed
upon him pursuant to Sections 7, 8 and 9 hereof. The Executive agrees that those restraints are
necessary for the reasonable and proper protection of the Company and its Affiliates and that each
and every one of the restraints is reasonable in respect to subject matter, length of time and
geographic area. The Executive further acknowledges that, were he to breach any of the covenants
contained in Sections 7, 8 or 9 hereof, the damage to the Company and its Affiliates would be
irreparable. The Executive therefore agrees that the Company, in addition to any other remedies
available to it, shall be entitled to preliminary and permanent injunctive relief against any
breach 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 shall
be determined by any court of competent jurisdiction to be unenforceable by reason of its being
extended over too great a time, too large a geographic area or too great a range of activities,
such provision shall be deemed to be modified to permit its enforcement to the maximum extent
permitted by law.



     12. Conflicting Agreements. The Executive hereby represents and warrants that the
execution of this Agreement and the performance of his obligations hereunder will not breach or be
in conflict with any other agreement to which the Executive is a party or is bound and that the
Executive is not now subject to any covenants against competition or similar covenants or any court
order 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
Reebok International Ltd. or any other third party without such party’s consent.



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     13. Indemnification. The Company shall indemnify the Executive to the fullest extent
permitted by applicable law. Executive’s right to indemnification shall include the right to be
paid by the Company the expenses incurred in defending any covered proceeding in advance of its
final disposition, provided that Executive shall repay any advanced amounts if it shall be
ultimately determined that the Executive is not entitled to be indemnified for such expenses under
this Agreement or otherwise. The Executive agrees promptly to notify the Company of any actual or
threatened claim arising out of or as a result of his employment or offices with the Company or any
of its Affiliates.



     14. Definitions. Words or phrases which are initially capitalized or are within
quotation 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,
controlled by or under common control with the entity specified, where control may be by management
authority or equity interest.




          (b) “Change of Control” shall mean the occurrence of (a) any change in the ownership
of the capital equity of the LLC, if, immediately after giving effect thereto, (i) the Investors
(as defined below) and their Affiliates will hold, directly or indirectly, less than 50% of the
number of Common Units held by the Investors and their Affiliates as of the date immediately prior
to such Change of Control, or (ii) any Person (as defined within this paragraph) other than the
Investors and their Affiliates will hold, directly or indirectly, greater than 50% of the number of
outstanding Common Units of the LLC; or (b) any sale or other disposition of all or substantially
all of the assets of the LLC (including, without limitation, by way of a merger or consolidation or
through the sale of all or substantially all of the stock or membership interests of its
subsidiaries or sale of all or substantially all of the assets of the LLC and its direct and
indirect subsidiaries, taken as a whole) to another Person (the “Change of Control Transferee”) if,
immediately after giving effect thereto, any Person (or group of Persons acting in concert) other
than the Investors and their Affiliates will have the power to elect a majority of the members of
the board of managers or board of directors (or other similar governing body) of the Change of
Control Transferee. For purposes of this Section 14(b): A “Person” shall have the meaning
ascribed 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 the LLC as of the date of this Agreement,
including without limitation Fenway Partners, Inc., American Capital Strategies Ltd., Antares
Capital Corporation, Bell Sports Holdings, LLC, Bell Sports 2001, LLC, Bell Sports 2001
Coinvestors, LLC and Bell Sports 2001 Investments, LLC.




          (c) “Confidential Information” shall mean any and all information of the Company and
its Affiliates that is not generally known by those with whom the Company or any of its Affiliates
competes or does business, or with whom the Company or any of its Affiliates plans to compete or do
business, including without limitation (i) information related to the Products, technical data,
methods, processes, know-how and inventions of the Company and its Affiliates, (ii) the
development, research, testing, marketing and financial activities and strategic plans of the
Company and its Affiliates, (iii) the manner in which they operate, (iv) their costs and sources of
supply, (v) the identity and special needs of the customers and prospective



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customers of the Company and its Affiliates and (vi) the persons and entities with whom the
Company and its Affiliates have business relationships and the nature and substance of those
relationships. Confidential Information also includes any information that the Company or any of
its 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 than
through a breach by the Executive or another Person of an obligation of confidentiality to the
Company or one of its Affiliates.




          (d) “Final Compensation” means (i) Base Salary earned but not paid through the Date of
Termination, (ii) pay at the final rate of the Base Salary for any vacation earned but not used
through the Date of Termination, (iii) any Annual Bonus earned but unpaid for the fiscal year
preceding that in which the Date of Termination occurs and (iv) any business expenses incurred by
the Executive but un-reimbursed on the Date of Termination, provided that such expenses and
required substantiation and documentation are submitted prior to, or within sixty (60) days
following, the Date of Termination and that such expenses are reimbursable under Company policy.




          (e) “Immediate Affiliates” of the Company are its direct and indirect subsidiaries,
its direct and indirect parents and their other direct and indirect subsidiaries (excluding the
Company itself).




          (f) “Intellectual Property” means any invention, formula, process, discovery,
development, design, innovation or improvement (whether or not patentable or registrable under
copyright statutes) made, conceived, or first actually reduced to practice by the Executive solely
or jointly with others, during his employment by the Company; provided, however, that, as used in
this Agreement, the term “Intellectual Property” shall not apply to any invention that the
Executive develops on his own time, without using the equipment, supplies, facilities or trade
secret information of the Company or any of the Immediate Affiliates to which the Executive has
access as a result of his employment, unless such invention relates at the time of conception or
reduction to practice of the invention (i) to the business of the Company or such Immediate
Affiliate, (ii) to the actual or demonstrably anticipated research or development of the Company or
of any Immediate Affiliates to which the Executive has access as a result of his employment or
(iii) results from any work performed by the Executive for the Company.




          (g) Other than for purposes of Section 14(b), above, “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 or any of its Affiliates.




          (h) “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 the Executive’s employment.




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     15. Withholding. All payments made by the Company under this Agreement shall be
reduced by any tax or other amounts required to be withheld by the Company under applicable law.



     16. Assignment. Neither the Company nor the Executive may make any assignment of this
Agreement or any interest herein, by operation of law or otherwise, without the prior written
consent of the other; provided, however, that the Company may assign its rights and obligations
under this Agreement without the consent of the Executive in the event the Company shall hereafter
effect a corporate reorganization, consolidate with, or merge into, any Person or transfer all or
substantially all of its properties or assets to any Person. This Agreement shall inure to the
benefit of and be binding upon the Company and the Executive, their respective successors,
executors, administrators, heirs and permitted assigns.



     17. Severability. If any portion or provision of this Agreement shall to any extent
be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of
this Agreement, or the application of such portion or provision in circumstances other than those
as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each
portion and provision of this Agreement shall be valid and enforceable to the fullest extent
permitted by law.



     18. Waiver. No waiver of any provision hereof shall be effective unless made in
writing and signed by the waiving party. The failure of either party to require the performance of
any term or obligation of this Agreement, or the waiver by either party of any breach of this
Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a
waiver of any subsequent breach.



     19. Notices. Any and all notices, requests, demands and other communications provided
for 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 of
the Company or, in the case of the Company, to it c/o Timothy P. Mayhew, Fenway Partners, LLC, 152
W. 57th St., 59th Floor, New York, NY 10019 or to such other address as either party may specify by
notice to the other actually received.



     20. 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’s
employment and all related matters, including without limitation the term sheet between the parties
that preceded this Agreement.



     21. Amendment. This Agreement may be amended or modified only by a written instrument
signed by the Executive and by an expressly authorized representative of the Board.



     22. Headings. The headings and captions in this Agreement are for convenience only
and in no way define or describe the scope or content of any provision of this Agreement.



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     23. Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be an original and all of which together shall constitute one and the same instrument.



     24. Governing Law. This is a California contract and shall be construed and enforced
under and be governed in all respects by the laws of the State of California, without regard to the
conflict of laws principles thereof, and, for the avoidance of doubt, shall include both the
statutory and common law of California, except to the extent preempted by federal law.



[Remainder of page intentionally left blank. Signature page follows immediately.]





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     IN WITNESS WHEREOF, this Agreement has been executed by the Company, by its duly authorized
representative, and by the Executive, as of the date first above written.



	 	 	 	 	 	 	 	 	 
	THE EXECUTIVE:	 	THE COMPANY:	 	 	 	 
	 	 	EASTON-BELL SPORTS, INC.	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Paul E. Harrington

	 	By:
	 	/s/ Richard D. Tipton	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Paul E. Harrington	 	Name: Richard D. Tipton	 	 	 	 
	 	 	Title:   Senior Vice President, General Counsel	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Easton-Bell Sports, LLC shall be a party to this Agreement, but solely for the purposes of Section 4(c) hereof.
	 
	 	 	 	 	 	 	 	 
	 	 	EASTON-BELL SPORTS, LLC	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Timothy P. Mayhew	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	Name: Timothy P. Mayhew	 	 	 	 
	 	 	Title:   Vice President	 	 	 	 







-19-











 





EXHIBIT A




RELEASE OF CLAIMS




     FOR AND IN CONSIDERATION OF the Post-Employment Compensation that I am eligible to earn
following the termination of my employment, as that term is defined in the employment agreement
between me and Easton-Bell Sports, Inc. (the “Company”) dated as of the fifth day of March,
2008 (the “Agreement”), which is conditioned, inter alia, on my signing this Release of
Claims and to which I am not otherwise entitled, and for other 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 or claiming through me, hereby release and forever discharge the Company and its
Affiliates (as that term is defined in the Agreement) and all of their respective past, present and
future officers, directors, trustees, shareholders, employees, agents, general and limited
partners, members, managers, joint venturers, representatives, successors and assigns, 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 of action, rights and
claims of any type or description, known or unknown, which I have had in the past, 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 the termination of that
employment or pursuant to any federal, state or local law, regulation or other requirement,
including without limitation Title VII of the Civil Rights Act of 1964, the Age Discrimination in
Employment Act, the Americans with Disabilities Act and the fair employment practices laws of the
state or states in which I have been employed by the Company or any of its Affiliates, 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 benefits
afforded by Section 1542 of the Civil Code of the State of California, and do so understanding and
acknowledging the significance of such specific waiver of Section 1542, which Section states as
follows:





A general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if
known 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 full
and complete release and discharge of the Released, I expressly acknowledge that this Release of
Claims is intended to include in its effect, without limitation, all Claims which I do not know or
suspect to exist in my favor at the time of execution hereof, and that this Release of Claims
contemplates the extinguishment of all such Claims.



Excluded from the scope of this Release of Claims is (i) any claim arising under the terms of the
Agreement after the effective date of this Release of Claim and (ii) any right of indemnification


-20-









 






or contribution that I have pursuant to the Articles of Incorporation or By-Laws of the Company or
any of its Immediate Affiliates (as that term is defined in the Agreement).



In signing this Release of Claims, I acknowledge my understanding that I may not sign it prior to
the termination of my employment, but that I may consider the terms of this Release of Claims for
up to twenty-one (21) days (or such longer period as the Company may specify) from the date my
employment with the Company terminates. I also acknowledge that I am advised by the Company and
its Affiliates to seek the advice of an attorney prior to signing this Release of Claims; that I
have had sufficient time to consider this Release of Claims and to consult with an attorney, if I
wished to do so, or to consult with any other person of my choosing before signing; and that I am
signing 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 or
representations, express or implied, that are not set forth expressly in the Agreement.



I understand that I may revoke this Release of Claims at any time within seven (7) days of the date
of my signing by written notice to the Company c/o Timothy P. Mayhew, Fenway Partners, LLC, 152 W.
57th St., 59th Floor, New York, NY 10019, or to such other address as the Company party may specify
and that this Release of Claims will take effect only upon the expiration of 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:
	 	 	 	 
	 

	 	 

Paul E. Harrington
	 	 
	 
	 	 	 	 
	Date Signed:
	 	 	 	 
	 

	 	 	 	 






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