EXHIBIT 3
SHADE ACQUISITION, INC.
c/o Wind Point Partner
Xxx Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
November 24, 1999
Xx. Xxxxxx X. Xxxxxxxx
Mr. Xxx X.X. Xxxxxx
Bolle Inc.
000 Xxxxxxxx Xxxxx Xxxxxx
Xxxxx X-000
Xxx, Xxx Xxxx 00000
Dear Messrs. Franklin and Ashken:
This letter sets forth the terms and conditions upon which one of you will
continue to serve on the Board of Directors (the "Board") of Bolle Inc., a
Delaware corporation and the surviving corporation in a merger with Shade
Acquisition, Inc. ("Bolle"), following the consummation of the cash tender offer
to acquire Bolle's common stock (the "Offer") and related merger pursuant to the
Agreement and Plan of Merger, dated as of the date hereof, by and among
Worldwide Sports and Recreation, Inc., Shade Acquisition, Inc., and Bolle.
Xxxxxx X. Xxxxxxxx hereby agrees, if requested by Bolle, to serve on the
Board for one year following the consummation of the Offer (the "Period");
provided, that he may resign from the Board upon the bankruptcy of Bolle or upon
another material adverse change in the business, assets, results of operation or
financial condition of Bolle and its subsidiaries, taken as a whole. In the
event that Xxxxxx X. Xxxxxxxx is unable to serve on the Board during the Period
as a result of his death or permanent disability, Ian X.X. Xxxxxx hereby agrees,
if requested by Bolle, to serve on the Board during the Period; provided, that
he may also resign from the Board upon any such bankruptcy, or other material
adverse change of Bolle, if requested by Bolle.
This letter agreement has been executed and delivered to you in duplicate.
If it accurately reflects our agreements, please so indicate by executing both
counterparts hereof in the space provided below, retaining one counterpart for
your records and returning the other counterpart to the undersigned. This letter
agreement will then constitute a binding agreement between us.
[Signature Page Follows]
Xx. Xxxxxx X. Xxxxxxxx
Mr. Xxx X.X. Xxxxxx
November 24, 1999
Page 2
Very truly yours,
SHADE ACQUISITION, INC.
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------
Title: Vice President
-------------------------------
Acknowledged, accepted
and agreed this 24th
day of November, 1999
BOLLE, INC.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Title: Chairman
----------------------------
/s/ Xxxxxx X. Xxxxxxxx
--------------------------
Xxxxxx X. Xxxxxxxx
/s/ Xxx X.X. Xxxxxx
--------------------------
Ian X.X. Xxxxxx
