Exhibit 10.1


 


 


September 30,
2004


 


 


Mr. Claude L.
Roberge

10550 Parkway Blvd.

Ville d’Anjou, Québec

H1J 2K4


 


 


Dear Claude,


 


I
am confirming the timetable and responsibilities for the duration of your
employment with North Safety Products Limited (the “Company”), which will,
unless earlier terminated by the Company or you for any reason, end on December
31, 2005.


 


1-              Until
December 31, 2004;


 


Your
responsibilities, remuneration, bonus plan, fringes, etc. to remain the same as
in effect on the date of this letter and payable in the same form and same
instalments. To the extent required by the Labour Laws of Québec and as long as
you remain an employee of the Company through December 31, 2004,  you will be entitled to receive in January
2005, 8% of your earned income from May 1, 2004 to December 31, 2004 which
represents your vacation entitlement as an employee of the Company. At December
31, 2004 you shall resign as an officer and director of the Company.


 


2-              From
January 1, 2005 to December 31, 2005;


 


a-              You
will no longer have any operational responsibility or authority for the Company
or any of its affiliates.


 


b-             You
will act as consultant on an “As Required Basis” and as requested by the
Company, not to exceed 10 days a month with a minimum 20 days advance notice.


 


c-              Base
salary, fringes including group insurance programs (other than disability
programs), RRSP, to continue in same instalments as per the current policy and
to the extent permitted by the terms of any benefit plan, but you will not be
entitled to any bonus for calendar year 2005.


 


d-             Re-imbursement
of travel, entertainment and automobile expenses to be re-paid on a monthly
basis after submission of valid invoices and receipts in accordance with
Company policy.


 


e-              An
office will be made available to you, at your request.


 


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3-              In
the event that your employment with the Company is terminated at any time after
the date hereof, you shall be entitled to receive the payments specified in
Section 1 and Section 2 (c) , as and when specified therein, but you shall not
be entitled to any other salary, compensation, remuneration, severance, payment
in lieu of notice, indemnity in lieu of notice or other payment from the
Company or any of its affiliates; provided that, notwithstanding anything
herein to the contrary, you shall not be entitled to any payments pursuant to
Section 1 or Section 2 from and after the date that your employment is
terminated with cause.


 


4-              You
will continue to report to Sid Ellis.


 


5-              Confidential
Information


 


(a)          You
acknowledge that the information, observations and data obtained by you while
employed by the Company (whether prior to or after the date of the Agreement)
concerning the business or affairs of the Company or any other affiliate
thereof (“Confidential Information”) are the property of the Company and that
such Confidential Information is exclusively the property of the Company.
Therefore, you agree that you shall not disclose to any unauthorized person or
use for your own purposes any Confidential Information without the prior
written consent of the Company’s board of directors, unless and to the extent
that the aforementioned matters become generally known to and available for use
by the public other than as a result of your acts or omission. You shall
deliver to the Company at the date you cease to be a service provider to the
Company (the “Termination Date”), or at any other time the Company may request,
all memoranda, notes, plans, records, reports, computer tapes, printouts and
software and other documents and data (and copies thereof) relating to the
Confidential Information, Work Product or the business of the Company or any
affiliate thereof which you may then possess or have under your control.


 


(b)         You
understand that the Company and its affiliates will receive from third parties
confidential or proprietary information (“Third Party Information”) subject to
a duty on the Company’s and its affiliates’ part to maintain the
confidentiality of such information and to use it only for certain limited
purposes. During the period you are a service provider for the Company and
thereafter, and without in any way limiting the provisions of paragraph 5(a)
above, you will hold Third Party Information in the strictest confidence and
will not disclose to anyone (other than personnel of the Company or its
affiliates who need to know such information in connection with their work),
Third Party Information unless expressly authorized by the board in writing.


 


(c)          From
and after the date hereof through and including the Termination Date, you will
not improperly use or disclose any confidential information or trade secrets,
if any, of any former employers or any other person to whom you have an
obligation of confidentiality, and will not bring onto the premises of the
Company or any of the Company’s affiliates any unpublished documents or any
property


 


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belonging to any former employer or any other
person to whom you have an obligation of confidentiality unless consented to in
writing by the former employer or person. You will use in the performance of
your duties only information which is (i) generally known and used by persons
with training and experience comparable to you and which is (x) common
knowledge in the industry or (y) is otherwise legally in the public domain,
(ii) is otherwise provided or developed by the Company or any of its
subsidiaries or (iii) in the case of materials, property or information
belonging to any former employer or other person to whom you have an obligation
of confidentiality, approved for such use in writing by such former employer or
person.


 


6-     Non-Compete, Non-Solicitation


 


(a)          In
further consideration of the compensation to be paid to you hereunder, in further
consideration of the compensation previously paid to you in your capacity as a
service provider of the Company, and in further consideration for the purchase
price paid to you by affiliates of the Company in connection with their
acquisition of Arkon Safety Equipment, you acknowledge that in the course of
your employment with the Company or any of its affiliates, you have and shall
become familiar with the Company’s and affiliates’ trade secrets and with other
Confidential Information concerning the Company and its affiliates and that
your services have been and shall be of special, unique and extraordinary value
to the Company and its affiliates. Therefore, you agree from the date hereof
until December 31, 2010 (the “Non-compete Period”), that you shall not directly
or indirectly, own any interest in, manage, control, participate in, consult
with, render services for, or in any manner engage in any business competing
with the business of the Company and its affiliates, within the United-States
or Canada.


 


(b)         During
the Non-compete Period, you shall not directly or indirectly induce or attempt
to induce any customer, supplier, licensee, licensor, franchisee or other
business relation of the Company or any affiliate to do business with you (or
any person or entity to whom you are rendering services for or acting on its
behalf) or to cease doing business with the Company or such affiliates, or in
any way interfere with the relationship between any such customer, supplier,
licensee or business relation and the Company or any affiliate (including,
without limitation, making any negative statements or communications about the
Company or its affiliates).


 


(c)          If, at
the time of enforcement of this paragraph 6, a court shall hold that the
duration, scope or area restrictions stated herein are unreasonable under
circumstances then existing, the parties agree that the maximum duration, scope
or area reasonable under such circumstances shall be substituted for the stated
duration, scope or area and that the court shall be allowed to revise the
restrictions contained herein to cover the maximum period, scope and area
permitted by law. You agree that the restrictions contained in this paragraph 6
are reasonable under the circumstances existing on the date hereof.


 


(d)         In the
event of the breach or a threatened breach by you of any of the provisions of
this paragraph 6, the Company, in addition and supplementary to other rights


 


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and remedies existing in its favor, may apply
to any court of law or equity of competent jurisdiction for specific
performance and/or injunctive or other relief in order to enforce or prevent
any violations of the provisions hereof (without posting a bond or other
security). In addition, in the event of an alleged breach or violation by you
of this paragraph 6, the Non-compete Period shall be extended for a period of
time equal to the length of such breach or violation.


 


(e)          You
acknowledge that the provisions of this paragraph 6 are in consideration of
employment with the Company and additional good and valuable consideration as
set forth in this agreement. In addition, you agree and acknowledge that the
restrictions contained in paragraph 6 do not preclude you from earning a
livelihood, nor do they unreasonably impose limitations on you to earn a
living. Furthermore , you acknowledge and agree that the covenants and
agreements contained in this Section 6 are in addition to, and not in lieu of,
your covenants and agreements set forth in any employment agreement to which
you are a party. In addition, you agree and acknowledge that the potential harm
to the Company of the non-enforcement of paragraph 6 outweighs any potential
harm to you of it’s enforcement by injunction or otherwise. You acknowledge
that you have carefully read this agreement and have given careful
consideration to the restraints imposed upon you by this agreement, and are in
full accord as to their necessity for the reasonable and proper protection of
Confidential Information of the Company now existing or to be developed in the
future. You expressly acknowledge and agree that each and every restraint
imposed by this agreement is reasonable with respect to subject matter, time
period and geographical area. You further acknowledge that the provisions of
this paragraph 6 are separate and independent of the other paragraphs of this
agreement.


 


7.               Each
party acknowledges and agrees that it has voluntarily agreed to the
arrangements and agreements specified in this agreement after an opportunity to
consult with an attorney. You agree that the arrangements specified in
paragraphs 1 and 2 shall not constitute “Good Reason” termination by you or
termination without “Cause” by the Company within the meaning of any employment
or benefit agreement, plan or arrangement to which you are a party or otherwise
subject or under applicable law.


 


8.               This
agreement shall be construed in accordance with the internal laws, but not the
laws of conflicts, of the Province of Quebec. This agreement may be executed in
multiple counterparts (including by facsimile or e-mail transmission), all of
which taken together shall constitute one and the same original. The terms of
this agreement may not be amended, modified, supplemented or waived without the
prior written consent of the Company and you. Except as otherwise specified
herein, this agreement constitutes the entire understanding of the parties
hereto with respect to the subject matter hereof and expressly supersedes all
prior understandings between the parties with respect to the subject matter
hereof.


 


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If you are in
agreement with the foregoing, please sign and return to me, and when received
by you, this shall constitute the valid and binding obligation of the parties
hereto.


 


 


	
  /s/ Claude
  Vézina

  	
   

  	
   

  
	
  Claude
  Vézina

  	
   

  
	
  Vice
  President, Human Resources

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Agreed

  	
  /s/ Claude
  L. Roberge

  	
   

  	
  Date

  	
  September
  30, 2004

  
	
   

  	
  Claude L.
  Roberge

  	
   

  	
   

  	
   

  



 


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