EXHIBIT 10.43
DSL GROUP LIMITED
XXXXXXXXX XXXXX
00-00 XXXXXXXXXX XXXX
XXXXXX XX0X 0XX
30th September 0000
Xxxxxx Xxxxxxxx, Xxx.
Redhall
00 Xxxx Xxxxxx
Xxxxxxxxxx
Xxxx Xxxxxxxxx
Xxxxxxx XX00 0XX
Dear Xxxxxx,
I am writing to confirm the terms and conditions which have been agreed
between us concerning your departure from DSL Group Limited ("the Company").
We have agreed the following:
1. Your employment by the Company terminated by mutual consent with
effect from 5th September 1997 ("the Termination Date").
2. After signing this letter of agreement, you will resign as a
Director of the Company and all its subsidiary companies and as a
Trustee of the DSL Group 1995 Pension Fund by signing the letters
attached marked A and B.
3.1 The provision of this clause apply to the 87,613 shares of Common
Stock of AHI in the name of Xxxxxxxx Xxxxxxxx over which you have an
option pursuant to the Option Deed ("the Xxxxxxxx shares").
3.2 On signing this letter of agreement, you will execute and delivery
to AHI a power of attorney in the form attached marked C (the "Power
of Attorney").
3.3 AHI will advance to you the sum of US$50,000:
(a) On the signing of this letter agreement; and
(b) On 31st December 1997, unless the Xxxxxxxx shares have been sold
before that date; each and any which sums are referred to in this
letter as "the Advance".
3.4 Unless the Xxxxxxxx shares have been previously sold in whole or in
part in sufficient amount so that pursuant to clause 3.5 below
Xxxxxxxx shall have received US $520,000 as soon as practicable
following the date hereof and in any event no later than 31 December
1997, AHI agrees to file with and use its best efforts on or before
5th April 1998 to cause to be declared effective by the U.S.
Securities and Exchange Commission an appropriate registration
statement under the Securities Act of 1933, as amended (the
"Registration Statement"), which Registration Statement shall
include the Xxxxxxxx shares.
3.5 As and when the Xxxxxxxx shares are sold, you shall pay to AHI, or
direct the Attorney (as defined in the Power of Attorney) to pay to
AHI, out of the net proceeds received from such sales such amounts
as shall be sufficient to repay in full the Advance. After the
repayment by you of the Advance to AHI, you shall retain out of the
sum received from the sales of the Xxxxxxxx shares the sum of US
$520,000, or, if less, the net proceeds of sale thereof. As
consideration for the obligations of AHI under this clause 3 and of
the release contained in clause 4 below, you agree to pay to AHI, or
direct the Attorney (as defined in the Power of Attorney), to pay to
AHI, a fee equal to the net proceeds of the sale of the Xxxxxxxx
shares that are in excess of US $520,000.
3.6 If the Xxxxxxxx shares have not been sold on or before 5th April
1998, then on that date you will repay the Advance to AHI.
4. In consideration of the fee payable by you under clause 3.5, AHI
hereby releases you from all your obligations under clause 5 of the
Acquisition Agreement in respect of the Warranties contained in that
Agreement.
5. You hereby acknowledge, warrant and represent to AHI and to the
Company (for itself and as trustee for AHI) that to the best of your
knowledge and belief there are no subsisting facts or matters which
would permit AHI to make a claim against any of the Warrantors for
breach of any Warranty.
6. You acknowledge and confirm that it is expressly agreed between us
that the provisions of clauses 12 and 13 and Schedule 2 to the
Service Agreement remain in full force and effect and undertake that
you will comply with those provisions in all respects.
7. In consideration of the obligations of the Company and AHI under
this letter agreement, you undertake to the Company for itself and
as trustee for AHI:
(a) not in make, publish or otherwise communicate any misleading,
disparaging or derogatory statement, whether in writing or
otherwise concerning any group Company, or its respective officers
or employees which is calculated to damage the reputation of any
Group Company, its officers or senior employees or which you are
aware or ought reasonably to be aware is likely to cause material
damage to or damage or lower the reputation of any Group Company or
its officers or employees.
(b) not to have any contact with or make any statement to the media
relating to your involvement with any Group Company or your
departure from the Company and to refer any enquires you may
receive from the media in relation to such matters to the Chief
Executive Officer of AHI.
(c) to keep the terms of this letter strictly private and confidential
and not to disclose, communicate or otherwise make public the same
to anyone save, in confidence, to your professional advisers or the
relevant tax authorities and otherwise as may be required to be
disclosed by law.
8. You undertake that at the cost and expense of the Company and at a
rate of recompense of (pound)500 plus VAT per day or part thereof
and in addition appropriate travel/accommodation expenses you will
provide each Group Company with such information and assistance as
the respective officers or employees may reasonably request from time
to time relating to matters within your knowledge of their business
and affairs including if necessary giving evidence as a witness in
any legal proceedings relating to matters which occurred while you
were employed by the Company.
9. You undertake to the Company to return forthwith all property and
documents which you have belonging to the Company and not to retain
any copies thereof whether in hard copy form or otherwise.
10. You accept the arrangements obligations undertaken by the Company
and AHI in this letter agreement in full and final settlement of any
claims you have or may have arising out of your employment, its
termination or otherwise including any claims under statute of E.C.
law save for any accrued pension right or industrial injury claim
(you however hereby acknowledge that you are not aware of any claims
which you may have against the Company, its shareholders, officers
and employees in relation to industrial injury claims) which you may
have against the Company and its shareholders, officers and
employees (as to which no admission is made).
11. You undertake that you have not presented or posted to theion or
offices of the Industrial Tribunal an Originating Application or
Issued a High Court Writ or County Court Summons in respect of any
claim whatsoever arising out of your employment or its termination
and that you will not do any of those things.
12. You acknowledge that the Company and AHI have entered into this
agreement in reliance on the undertakings and warranties given by
you and that without prejudice to any other right or remedy of the
Company and/or AHI herein the event of any material breach of such
undertakings or warranties the Advance shall be repaid by you to the
Company forthwith and in the event of default shall be recoverable
by the Company as a bet.
13. In this Agreement:
(a) the "Service Agreement" means and agreement dated 16th April 1997
made between the Company
(1) and you (2) and Armor Holdings, Inc. (3);
(b) the "Option Deed" means a deed dated 14th April 1997 made between
Xxxxxxxx Xxxxxxxx (1) you
(2) and the Company (3);
(c) terms and expressions used in this letter agreement have the same
meaning as in the Service Agreement and (where applicable) in the
Acquisition Agreement.
14. To indicate your agreement to the matters mentioned above, please
sign, date and return to me the enclosed copy of this letter
agreement whereupon it shall constitute a legally binding agreement
subject to English law between the Company, AHI and yourself. Any
dispute relating to this letter agreement shall be subject to the
non-exclusive jurisdiction of the Courts of England.
Yours faithfully,
Duly authorized for and on behalf of DSL Group Limited
/s/ Xxxxxxx Xxxxxxx
--------------------------
Xxxxxxx Xxxxxxx
Director
Accepted and Agreed on
behalf of Armor Holdings, Inc.
/s/ Xxxxxxxx X. Xxxxxxx Dated October 1, 1997
--------------------------------
Director, President & CEO
Accepted and agreed
/s/ Xxxxxx Xxxxxxxx Dated October 1, 1997
--------------------------------
Xxxxxx Xxxxxxxx
