Bacou Usa Inc Sample Contracts

Bacou Usa Inc – BACOU USA ANNOUNCES MERGER AGREEMENT (May 30th, 2001)

Contact: 401-233-0333 Jeffrey T. Brown V.P. Financial Reporting and Treasurer FOR IMMEDIATE RELEASE May 30, 2001 BACOU USA ANNOUNCES MERGER AGREEMENT Bacou USA, Bacou S.A. in Combination with Christian Dalloz, S.A. Bacou USA Minority Shareholders to Receive $28.50 per Share in Cash Transaction Smithfield, RI, May 30, 2001 - Bacou SA, the majority owner of Bacou USA, Inc. (NYSE:BAU) announced today a cash and stock combination with Christian Dalloz SA to form the world leader in personal protective equipment and safety products. In connection with the transaction, each share of Bacou USA not owned by Bacou SA will receive $28.50 in cash. "Since the establishment of Bacou SA in 1974, our group has been known for bold strategic decisions," said Philippe Bacou, Chairman, President and CEO of Bacou SA and Co-chairman of Bacou USA. "It was originally my father's vision, and now mine, that the Bacou Group should grow into

Bacou Usa Inc – BONUS PLAN FOR EXECUTIVES OF SUBSIDIARIES AND (March 30th, 2001)

1 EXHIBIT 10.18 BONUS PLAN FOR EXECUTIVES OF SUBSIDIARIES AND DIVISIONS OF BACOU USA, INC. FOR 2001 The Board of Directors of Bacou USA, Inc. has approved and adopted a bonus Plan for certain executives of its operating subsidiaries and divisions who serve at the President, General Manager or Vice President levels. In order to be eligible to receive any amount under this Plan, an executive must be designated a participant pursuant to a written employment arrangement and be employed at a subsidiary or division of Bacou USA during part or all of the year for which the bonus is determined, and at the date of payment of the bonus (which occurs within 90 days following the conclusions of the year for which the bonus is determined). The Bonus Plan will be administered by the Compensation Committee of the Board of Directors of Bacou USA, Inc. in its discretion, and all determinat

Bacou Usa Inc – 2001 BONUS PLAN FOR CERTAIN EXECUTIVES (March 30th, 2001)

1 EXHIBIT 10.17 2001 BONUS PLAN FOR CERTAIN EXECUTIVES OF BACOU USA, INC. AND BACOU USA SAFETY, INC. JANUARY 1, 2001 The Board of Directors of Bacou USA, Inc. (the "Board") has approved and adopted a 2001 Bonus Plan (the "Bonus Plan") for certain executives of Bacou USA, Inc. (the "Company") and Bacou USA Safety, Inc. The following is a list of the executives who are eligible to participate in the Bonus Plan: Harvey I. Aronoff, Jeffrey T. Brown, Barry Kadets, Winfield W. Major, John P. Montigny, Steven P. Tolisano and Michael J. Vittoria (together the "Eligible Employees"). In order to receive an award, an Eligible Employee must be employed by the Company or one of its affiliates at the date of payment. The Bonus Plan will be administered by the Compensation Committee of the Board in its discretion, and all determinations by such Committee s

Bacou Usa Inc – LICENSE AND DISTRIBUTION AGREEMENT (March 30th, 2001)

1 EXHIBIT 10.11 LICENSE AND DISTRIBUTION AGREEMENT ---------------------------------- This LICENSE AND DISTRIBUTION AGREEMENT ("Agreement") is entered into as of the 1st day of January, 2001 by and between the Perfect Fit Glove Co. LLC, a Delaware limited liability company, with an address of 85 Innsbruck Drive, Cheektowaga, NY 14227 USA ("PFG") and Bacou S.A. a French societe anonyme, with an address of Zone Industrielle Paris Nord II, 13 rue de la Perdrix P.B. 50398, 95943 Roissy Charles-de-Gaulle Cedex, France ("Bacou"). RECITALS WHEREAS, PFG manufactures and sells certain hand and arm protection products ("PFG Products") in the United States and throughout the world under the brand name PERFECT FIT (a current list of the PFG Products is set forth on EXHIBIT A hereto); and WHEREAS, PFG has filed fo

Bacou Usa Inc – FIRST MODIFICATION TO CREDIT AGREEMENT (May 15th, 2000)

EXHIBIT 4.1 FIRST MODIFICATION TO CREDIT AGREEMENT This First Modification to Credit Agreement (this "Agreement") is made effective as of the 1st day of March, 2000, by and among BACOU USA, INC., a Delaware corporation ("Borrower"), UVEX SAFETY MANUFACTURING, INC., a Delaware corporation ("Uvex"; together with the Borrower, hereinafter collectively referred to as "Obligors"; and each of the Obligors is sometimes individually referred to as an "Obligor"), FLEET NATIONAL BANK, f/k/a BANKBOSTON, N.A., a national banking association organized and existing under the laws of the United States of America, having an office at 75 State Street in Boston, Massachusetts ("Fleet"), KEYBANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America having an office at One Canal Plaza, Portland, Main

Bacou Usa Inc – EMPLOYMENT AGREEMENT (March 21st, 2000)

1 EXHIBIT 10.5 EMPLOYMENT AGREEMENT THIS AGREEMENT made as of the first day of December, 1999, by and between the person whose name appears on the signature page of this agreement ("Executive") and Bacou USA, Inc., a corporation organized and existing under the laws of Delaware ("Company"). W I T N E S S E T H: WHEREAS, Company wishes to employ Executive as Vice President and Chief Financial Officer of Company according to the terms of this Agreement; and WHEREAS, Executive is willing to enter into this Agreement according to the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual promises herein contained, Company and Executive hereby agree as follows: 1. EMPLOYMENT; REPORTING AND DUTIES. (a) Effective January 1, 2000, Company shall employ Executiv

Bacou Usa Inc – 2000 BONUS PLAN FOR CERTAIN EXECUTIVES (March 21st, 2000)

1 EXHIBIT 10.20 2000 BONUS PLAN FOR CERTAIN EXECUTIVES OF BACOU USA, INC. AND BACOU USA SAFETY, INC. JANUARY 1, 2000 The Board of Directors of Bacou USA, Inc. (the "Board") has approved and adopted a 2000 Bonus Plan (the "Bonus Plan") for certain executives of Bacou USA, Inc. (the "Company") and Bacou USA Safety, Inc. The following is a list of the executives who are eligible to participate in the Bonus Plan: Jeffrey T. Brown, Barry Kadets, Winfield W. Major, Steven P. Tolisano and Michael J. Vittoria (together the "Eligible Employees"). In order to receive an award, an Eligible Employee must be employed by the Company or one of its affiliates at the date of payment. The Bonus Plan will be administered by the Compensation Committee of the Board in its discretion, and all determinations by such Committee shall be final and not subject to appea

Bacou Usa Inc – EMPLOYMENT AGREEMENT (March 21st, 2000)

1 EXHIBIT 10.3.2 EMPLOYMENT AGREEMENT THIS AGREEMENT made as of the first day of December, 1999, by and between the person whose name appears on the signature page of this agreement ("Executive") and Bacou USA Safety, Inc. ("Company"), a wholly-owned subsidiary of Bacou USA, Inc., both being corporations organized and existing under the laws of Delaware and having their principal offices at 10 Thurber Boulevard, Smithfield, RI 02917. W I T N E S S E T H: WHEREAS, Company wishes to employ Executive as President and Chief Executive Officer of Company according to the terms of this Agreement; and WHEREAS, Executive is willing to enter into this Agreement according to the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual promises herein contained, Company and Executive hereby ag

Bacou Usa Inc – EMPLOYMENT AGREEMENT (March 21st, 2000)

1 EXHIBIT 10.2.5 EMPLOYMENT AGREEMENT THIS AGREEMENT made as of the first day of December, 1999, by and between the person whose name appears on the signature page of this agreement ("Executive") and Bacou USA, Inc., a corporation organized and existing under the laws of Delaware ("Company"). W I T N E S S E T H: WHEREAS, Company wishes to employ Executive as President and Chief Executive Officer of Company according to the terms of this Agreement; and WHEREAS, Executive is willing to enter into this Agreement according to the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual promises herein contained, Company and Executive hereby agree as follows: 1. EMPLOYMENT; DIRECTORSHIP; REPORTING AND DUTIES. (a) Effective January 1, 2000, Company s

Bacou Usa Inc – BONUS PLAN FOR EXECUTIVES OF SUBSIDIARIES AND (March 21st, 2000)

1 EXHIBIT 10.21 BONUS PLAN FOR EXECUTIVES OF SUBSIDIARIES AND DIVISIONS OF BACOU USA, INC. FOR 2000 OCTOBER 16, 1999 The Board of Directors of Bacou USA, Inc. has approved and adopted a bonus Plan for certain executives of its operating subsidiaries and divisions who serve at the President, General Manager or Vice President levels. In order to be eligible to receive any amount under this Plan, an executive must be designated a participant pursuant to a written employment arrangement and be employed at a subsidiary or division of Bacou USA during part or all of the year for which the bonus is determined, and at the date of payment of the bonus (which occurs within 90 days following the conclusion of the year for which the bonus is determined). The Bonus Plan will be administered by the Compensation Committee of the Board of Directors of Bacou

Bacou Usa Inc – 2000 Bonus Plan for CEO, COO, CFO OF BACOU USA, INC. (March 21st, 2000)

1 EXHIBIT 10.19 2000 Bonus Plan for CEO, COO, CFO OF BACOU USA, INC. 2000 STOCK OPTION POOL AND ALLOCATION TO CEO, COO AND CFO October 16, 1999 The Board of Directors of Bacou USA, Inc. ("Company") has approved and adopted a 2000 Bonus Plan for CEO, COO and CFO of Company (the "Bonus Plan"), as well as a 2000 Stock Option Pool and Allocation to CEO, COO and CFO (together the "Option Plan"). In order to be eligible to receive a bonus under the Bonus Plan, an executive must be the CEO, COO or CFO of Company and be designated a participant pursuant to a written employment arrangement with Company. In order to be eligible to receive an allocation under the Option Plan, an employee must be designated a participant pursuant to a written employment arrangement with Company or by the Compensation Committee of the Board of Directors of Company. The Bonus Plan and

Bacou Usa Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (March 21st, 2000)

1 EXHIBIT 10.1.4 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is made as of the 1st day of December, 1999 by and between BACOU USA, INC., a Delaware corporation ("Bacou"), and WALTER STEPAN (the "Executive"). WHEREAS, Bacou and Executive are parties to that certain Employment Agreement dated as of the 1st day of January, 1996, as amended by that certain First Amendment to Employment Agreement dated October 24, 1997 and that certain Second Amendment to Employment Agreement dated August 25, 1998 (together the "1996 Agreement"); and WHEREAS, in connection with the change in Executive's management responsibilities with Bacou, Executive is in the process of changing his domicile and permanent residence to West Palm Beach, Florida effective January 1, 2000; and WHEREAS, the parties wish to amend and resta

Bacou Usa Inc – BOND PURCHASE AGREEMENT (November 15th, 1999)

EXHIBIT 4.2 BOND PURCHASE AGREEMENT This Bond Purchase Agreement dated as of August 24, 1999 by and among the Rhode Island Industrial Facilities Corporation, a public corporation and governmental agency of the State of Rhode Island and Providence Plantations (the "State"), duly organized and validly existing under the laws of the State (the "Issuer"), Uvex Safety Manufacturing, Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Obligor"), Bacou USA, Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Guarantor") and BankBoston, N.A., a national banking association duly organized and validly existing under the laws of the United States of America as agent for itself and KeyBank, N.A., a national banking association duly organized and validly existing

Bacou Usa Inc – CREDIT AGREEMENT (November 15th, 1999)

EXHIBIT 4.1 ================================================================================ CREDIT AGREEMENT AMONG BACOU USA, INC., UVEX SAFETY MANUFACTURING, INC., BANKBOSTON, N.A., KEYBANK NATIONAL ASSOCIATION, AND BANKBOSTON, N.A., AS AGENT Dated as of August 24, 1999 ============================== TABLE OF CONTENTS Page ---- Section l. DEFINITIONS AND RULES OF INTERPRETATION. 1 Section 2.

Bacou Usa Inc – EMPLOYMENT AGREEMENT (May 17th, 1999)

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT made as of this 1st day of April, 1999, by and between Thomas J. Goeltz ("Executive") and Titmus Optical, Inc., a corporation organized under the laws of Delaware (the "Company"), with its principal offices at 3811 Corporate Drive, Petersburg, Virginia 23805-9288. W I T N E S S E T H : WHEREAS, Executive and Company entered into an Employment Agreement dated October 1, 1995, which was amended by a First Amendment dated December 18, 1996 and a Second Amendment dated March 15, 1999 (together the "Old Agreement") pursuant to which Executive currently serves as Senior Vice President - Sales of the Company; and WHEREAS, Executive and Company wish to amend and restate the Old Agreement by entering in

Bacou Usa Inc – EMPLOYMENT AGREEMENT (April 15th, 1999)

EMPLOYMENT AGREEMENT THIS AGREEMENT made as of this 1st day of April, 1999, by and between Joseph P. Hoerner ("Executive"), currently residing at 5555 Armor Duells Road, Orchard Park, New York 14127, and Perfect Fit Glove Co., Inc., f/k/a Bacou USA Acquisition Corp., a corporation organized under the laws of Delaware (the "Company"), with its principal offices at 10 Thurber Boulevard, Smithfield, RI 02917. W I T N E S S E T H : WHEREAS, Company wishes to secure the services of Executive as the President of the Company and as President of SCHAS Industries, Inc., an affiliate of the Company, for the period provided in this Agreement; and WHEREAS, Executive is willing to enter into this Agreement for such period and on the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the mutual promises herein contained, Company and Executiv

Bacou Usa Inc – AMENDMENT TO ASSET PURCHASE AGREEMENT (April 15th, 1999)

Exhibit 2.2 AMENDMENT TO ASSET PURCHASE AGREEMENT THIS AMENDMENT TO ASSET PURCHASE AGREEMENT (the "Amendment") is made and entered into as of March 26, 1999 by and among Perfect Fit Glove Co., Inc., a New York corporation ("PFG"), SCHAS Circular Industries, Inc., a North Carolina corporation ("SCHAS"), X-Pert Industrial Products Limited, a New York corporation ("X-Pert"), Perfect Industrial Products, Inc., a New York corporation ("PIP"), Yadkin Leasing Company, Inc., a North Carolina corporation ("Yadkin"), Frank A. Stucke, an individual residing in West Seneca, New York ("Stucke"), Joseph P. Hoerner, an individual residing in Orchard Park, New York ("Hoerner"), and Edward Mesanovic, an individual residing in Tonawanda, New York ("Mesanovic") (PFG, SCHAS, X-Pert, PIP, Yadkin, Stucke, Hoerner and Mesanovic collectively referred to herein as "Selling

Bacou Usa Inc – EMPLOYMENT AGREEMENT (April 15th, 1999)

EMPLOYMENT AGREEMENT THIS AGREEMENT made as of this 1st day of April, 1999, by and Frank A. Stucke ("Executive"), currently residing at 36 Pine Tree Lane, West Seneca, New York 14224, and Perfect Fit Glove Co., Inc., f/k/a Bacou USA Acquisition Corp., a corporation organized under the laws of Delaware (the "Company"), with its principal offices at 10 Thurber Boulevard, Smithfield, RI 02917. W I T N E S S E T H : WHEREAS, Company wishes to secure the services of Executive as the Executive Vice President of the Company and as Executive Vice President of SCHAS Industries, Inc., an affiliate of the Company, for the period provided in this Agreement; and WHEREAS, Executive is willing to enter into this Agreement for such period and on the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the mutual promises herein contained, Company and Executiv

Bacou Usa Inc – SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (March 30th, 1999)

1 EXHIBIT 10.8.3 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT made as of the 1st day of January, 1999 by and between Thomas W. Klein (the "Executive"), currently residing at 1057 Abeto Court, Chula Vista, California 91910, and Bacou USA Safety, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), with its principal offices at 10 Thurber Boulevard, Smithfield, Rhode Island 02917. W I T N E S S E T H: WHEREAS, the Executive and the Company entered into that certain Employment Agreement as of the 3rd day of June, 1998 (the "Employment Agreement"); and WHEREAS, the Executive and the Company entered into that certain First Amendment to Employment Agreement (the "First Amendment") as of the 3rd day of August, 1998; and WHEREAS, the Execut

Bacou Usa Inc – PURCHASE AND SALE AGREEMENT (March 30th, 1999)

1 EXHIBIT 10.22 PURCHASE AND SALE AGREEMENT BY AND BETWEEN UVEX WINTER OPTICAL, INC. AS SELLER AND UVEX SAFETY MANUFACTURING, INC. AS BUYER NOVEMBER 20, 1998 2 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into as of the 20th day of November, 1998 by and between Uvex Winter Optical, Inc., a Rhode Island corporation having a principal place of business and mailing address of 910 Douglas Pike, Smithfield, Rhode Island 02917 ("Seller"), and Uvex Safety Manufacturing, Inc., a Delaware corporation having a principal place of business and mailing addre

Bacou Usa Inc – EMPLOYMENT AGREEMENT (March 30th, 1999)

1 EXHIBIT 10.9 ------------- EMPLOYMENT AGREEMENT THIS AGREEMENT made as of this 1st day of February, 1999, by and between Alan H. Bennett ("Executive"), currently residing at 19380 Soda Springs Drive, Bend, Oregon 97702, and Bacou USA Safety, Inc. (the "Company"), which is a wholly owned subsidiary of Bacou USA, Inc. ("Bacou"), both being corporations organized under the laws of Delaware and having their principal offices at 10 Thurber Boulevard, Smithfield, RI 02917. W I T N E S S E T H : WHEREAS, Company wishes to secure the services of Executive as President of its Uvex Safety division (the "Uvex Division") for the period provided in this Agreement; and WHEREAS, Executive is willing to enter into this Agreement for such period and on the terms and condition

Bacou Usa Inc – SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (November 16th, 1998)

1 EXHIBIT 10.2 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") is made as of the 25th day of August, 1998 by and between Walter Stepan of 215 Old River Road, Lincoln, Rhode Island 02865 ("Employee") and Bacou USA, Inc., a corporation organized and existing under the laws of Delaware (the "Company"). WITNESSETH: Whereas, Employee and the Company are parties to that certain Employment Agreement dated as of the 1st day of January, 1996, as amended by that certain First Amendment to Employment Agreement dated October 24, 1997 (together the "Agreement"); and Whereas, the parties wish to amend the Agreement regarding its term. NOW THEREFORE, in consideration of the mutual promises herein contained, Employee and the Company hereby agree to amend the Agreement from and aft

Bacou Usa Inc – FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (November 16th, 1998)

1 EXHIBIT 10.1 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT made as of the 3rd day of August, 1998 by and between Thomas W. Klein (the "Executive"), currently residing at 4580 Blackhawk Road, Eagan, Minnesota 55122, and Bacou USA Safety, Inc., a corporation organized under the laws of the state of Delaware (the "Company"), with its principal offices at 10 Thurber Boulevard, Smithfield, RI 02917. WITNESSETH: WHEREAS, the Executive and the Company entered into that certain Employment Agreement as of the 3rd day of June, 1998 (the "Employment Agreement"); and WHEREAS, the Company wishes to appoint the Executive to another position within the Company and accordingly, to amend the terms of the Employment Agreement; and WHEREAS, the Employee wishes to undertake another position within the C

Bacou Usa Inc – EMPLOYMENT AGREEMENT (August 5th, 1998)

1 EXHIBIT 10.1 -------------------------------------------------------------------------------- Page 1 -------------------------------------------------------------------------------- EMPLOYMENT AGREEMENT THIS AGREEMENT made as of this _____ day of May, 1998, by and between Thomas W. Klein ("Executive"), currently residing at 4590 Blackhawk Road, Eagan, Minnesota 55122, and Bacou USA Safety, Inc., a corporation organized under the laws of Delaware (the "Company"), with its principal offices at 10 Thurber Boulevard, Smithfield, RI 02917. WITNESSETH: WHEREAS, Company wishes to secure the services of Executive as President of the Uvex Safety division of the Company (the "Division") for the period provided in this Agreement; and WHEREAS, Executive is willing to e

Bacou Usa Inc – REAL ESTATE OPTION AND RIGHT OF FIRST REFUSAL AGREEMENT (April 15th, 1998)

1 EXHIBIT 99(c) REAL ESTATE OPTION AND RIGHT OF FIRST REFUSAL AGREEMENT ------------------------------------------------------- THIS REAL ESTATE OPTION AND RIGHT OF FIRST REFUSAL AGREEMENT (this "Agreement") is made as of the 27th day of February, 1998 by and between HOWARD S. LEIGHT, a married man as his sole and separate property ("Seller"), and BACOU USA SAFETY, INC., a Delaware corporation ("Buyer"). WITNESSETH: WHEREAS, Seller is the owner of certain real property situated on Waterville Road, San Diego, California, as more particularly described on EXHIBIT A attached hereto (the "Property"); and WHEREAS, pursuant to Section 9.15 of that certain Asset Purchase Agreement dated as of December 31, 1997 by and between Buyer and Howard S. Leight & Associates, Inc., a California corporation doing business as Howard Leight Industries, Inc.,

Bacou Usa Inc – EMPLOYMENT AGREEMENT (March 27th, 1998)

1 EXHIBIT 10.22 EMPLOYMENT AGREEMENT THIS AGREEMENT made as of this 17th day of February, 1998, by and between Bradford L. Brooks ("Executive"), currently residing at 3295 Hood Road, Medina, Ohio 44256, and Titmus Optical, Inc., a corporation organized under the laws of Delaware (the "Company"), with its principal offices at 3811 Corporate Drive, Petersburg, VA 23805. W I T N E S S E T H : WHEREAS, Company wishes to secure the services of Executive as President and Chief Executive Officer for the period provided in this Agreement; and WHEREAS, Executive is willing to enter into this Agreement for such period and on the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the mutual promises herein contained, Company and Executive hereby agree as follows: 1. EMPLOYMENT. During the period of employment se

Bacou Usa Inc – REVOLVING LINE OF CREDIT AGREEMENT (March 27th, 1998)

1 EXHIBIT 4.3 SECOND AMENDMENT AND AGREEMENT TO REVOLVING LINE OF CREDIT AGREEMENT This Second Amendment and Agreement to Revolving Line of Credit Agreement is made as of the ____ day of February, 1998, by and between CITIZENS BANK OF RHODE ISLAND, a Rhode Island financial institution with offices at One Citizens Plaza, Providence, Rhode Island 02903 (the "Lender"); and BACOU USA, INC., a Delaware corporation with offices at 10 Thurber Boulevard, Smithfield, Rhode Island 02917 (the "Borrower"). WITNESSETH THAT: WHEREAS, the Lender and the Borrower are parties to a certain Revolving Line of Credit Agreement dated as of May 21, 1997, as amended by letter agreement dated July 21, 1997 (as amended, the "Loan Agreement") pursuant to which the Lender agreed INTER ALIA, to make certain loans from time to time to the Borrower; a

Bacou Usa Inc – LEASE AGREEMENT (March 27th, 1998)

1 EXHIBIT 10.38 LEASE AGREEMENT THIS LEASE AGREEMENT (this "Lease") is dated as of the close of business on the 27th of February, 1998 by and between HOWARD S. LEIGHT, an individual (hereinafter referred to as "Landlord"), and BACOU USA SAFETY, INC., a Delaware corporation (hereinafter referred to as "Tenant"). W I T N E S S E T H ARTICLE I GRANT AND TERM -------------- SECTION 1.01 LEASED PREMISES Landlord demises and leases to Tenant, and Tenant rents from Landlord, the premises situated at 21 Spiral Drive, Florence, Boone County, Kentucky and as more fully described in EXHIBIT A attached hereto and incorporated herein by reference (hereinafter referred to as the "Leased Premises"). SECTION 1.02 TERM The term of this Lease sh

Bacou Usa Inc – 1998 HOWARD S. LEIGHT STOCK OPTION PLAN (March 27th, 1998)

1 EXHIBIT 10.35 BACOU USA, INC. 1998 HOWARD S. LEIGHT STOCK OPTION PLAN 1. PURPOSE. This Non-Qualified Stock Option Plan, to be known as the 1998 Howard S. Leight Stock Option Plan (hereinafter, the "Plan"), is intended to promote the interests of Bacou USA, Inc. (hereinafter, the "Company") by providing an inducement to obtain and retain the services of Howard S. Leight (the "Consultant") to serve as a consultant to the Company. 2. AVAILABLE SHARES. The total number of shares of Common Stock, par value $0.001 per share, of the Company (the "Common Stock") for which an option may be granted under the Plan shall not exceed 50,000 shares, subject to adjustment in accordance with paragraph 10 hereof. Shares subject to this Plan are authorized but unissued shares or shares that were once issued and subsequently reacquired by the Company. If any

Bacou Usa Inc – BONUS PLAN FOR EXECUTIVES OF SUBSIDIARIES AND (March 27th, 1998)

1 EXHIBIT 10.39 ------------- BONUS PLAN FOR EXECUTIVES OF SUBSIDIARIES AND --------------------------------------------- DIVISIONS OF BACOU USA, INC. FOR 1998 AND 1999 ---------------------------------------------- February 23, 1998 ----------------- The Board of Directors of Bacou USA, Inc. has approved and adopted a bonus Plan for certain executives of its operating subsidiaries and divisions who serve at the President or Vice President levels. In order to be eligible to receive any amount under this Plan, an Executive must be designated a participant pursuant to a written employment arrangement and be employed at a subsidiary or of Bacou USA on December 31 of the year for which the bonus is determined. The Bonus Plan will be administered by the Compensation Committee of the Board

Bacou Usa Inc – BONUS PLAN FOR JOHN DEAN FOR 1999 AND 1998 (March 27th, 1998)

1 EXHIBIT 10.37 BONUS PLAN FOR JOHN DEAN FOR 1999 AND 1998 FEBRUARY 21, 1998 The Board of Directors of Bacou USA, Inc. has approved and adopted a bonus Plan for John Dean ("Executive"), who serves as President and Chief Operating Officer of Bacou USA Safety, Inc. which provides for incentive compensation up to a maximum of 125% of base salary. This Plan will be administered by the Compensation Committee of the Board of Directors of Bacou USA, Inc. The annual bonus will be determined based upon the criteria described below. Any percentage to be applied pursuant to this Plan shall be applied to the amount of base salary paid by HLI (not including its predecessor business) to the Executive during the fiscal year for which the bonus is paid. Although the Executive is employed at a subsidiary with more than one operating division, the criteria will reflect only fina

Bacou Usa Inc – FIRST AMENDMENT AND AGREEMENT (March 27th, 1998)

1 EXHIBIT 4.4 FIRST AMENDMENT AND AGREEMENT TO REVOLVING CREDIT NOTE For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned CITIZENS BANK OF RHODE ISLAND, a Rhode Island financial institution with offices at One Citizens Plaza, Providence, Rhode Island 02903 (the "Lender"); and BACOU USA, INC., a Delaware corporation with offices at 10 Thurber Boulevard, Smithfield, Rhode Island 02917 (the "Borrower"), hereby amend, effective the date hereof, that certain Revolving Credit Note dated May 21, 1997 (the "Note") issued by the Borrower to the Lender, as follows: (a) by deleting from the upper left hand corner of the first page of the Note the numbers "$28,000,000" and inserting in lieu thereof the numbers "$31,000,000"; (b) by d

Bacou Usa Inc – SALES AGREEMENT (March 27th, 1998)

1 EXHIBIT 10.32 GE PLASTICS -------------------------------------------------------------------------------- SALES AGREEMENT UVEX SAFETY MANUFACTURING, INC. GE PLASTICS 10 THURBER BLVD. ONE PLASTICS AVENUE SMITHFIELD, RI 02917-1896 PITTSFIELD, MA 01201 GENERAL ELECTRIC COMPANY (GE PLASTICS) AGREES TO SELL TO UVEX SAFETY MANUFACTURING, INC. (CUSTOMER) AND CUSTOMER AGREES TO PURCHASE THE PRODUCTS SPECIFIED ACCORDING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. DURATION OF AGREEMENT: EFFECTIVE DATE: 01/01/98 EXPIRATION DATE: 12/31/98 PRODUCT LINES COVERED: ATTACHMENT "A" LEXAN(R) RESIN UVEX SAFETY MANUFACTURING, INC. AGREES TO PURCHASE 95% OF ITS POLYCARBONATE SUPPLY THROUGH GE PLASTICS. THIS COMMITMENT

Bacou Usa Inc – EMPLOYMENT AGREEMENT (March 13th, 1998)

Exhibit 99(a) EMPLOYMENT AGREEMENT THIS AGREEMENT made as of this 27th day of February, 1998, by and between John Dean, P. 0. Box 9510, Rancho Santa Fe, CA 92067 ("Executive") and Bacou USA Safety, Inc., a corporation organized under the laws of Delaware (the "Company"). W I T N E S S E T H: WHEREAS, on this date the Company has acquired substantially all of the assets and liabilities of Howard S. Leight & Associates, Inc., d/b/a/ Howard Leight Industries ("Seller") and, until the closing of that transaction (the "Transaction"), Executive served as Chief Executive Officer of Seller; and WHEREAS, Company wishes to secure the services of Executive as President and Chief Operating Officer of Company with duties to be defined and as President of the Howard Leight division of the Company for the period pro

Bacou Usa Inc – ASSET PURCHASE AGREEMENT (March 13th, 1998)

Exhibit 2(a) ASSET PURCHASE AGREEMENT Between BACOU USA SAFETY, INC., a wholly-owned Subsidiary of Bacou USA, Inc. and HOWARD S. LEIGHT & ASSOCIATES, INC. d/b/a Howard Leight Industries, Inc. Dated as of December 31, 1997 TABLE OF CONTENTS ARTICLE I - SALE AND PURCHASE OF THE ASSETS...................................1 1.1 ASSETS................................................................1 1.2 EXCLUDED ASSETS.......................................................3 1.3 FOREIGN ACQUISITIONS..................................................3 1.4 HEREOF, HEREIN, ETC...................................................4