Exhibit 10.8
RIDDELL BELL HOLDINGS, INC.
As of October 1, 2004
Mr. Terry G. Lee
Bell Sports, Inc.
8801 E. Raintree Drive, Suite 200
Scottsdale, Arizona 85260
Dear Terry:
This letter confirms the agreement
between you and Riddell Bell Holdings, Inc. (the
“Company”) concerning the consulting services you will
provide to the Company and its Affiliates Bell Sports, Inc. and
Bell Power Sports (together, “Bell Sports”).
1. Term. You will begin
services under this Agreement as of the first business day
following the Closing Date (as defined below) and, unless this
Agreement is terminated early, those services will continue until
the first anniversary of the Closing Date with this agreement
automatically extending for successive terms of one year each
unless either you or the Company gives the other notice of
non-extension of this agreement at least 6 months prior to the
expiration of the initial term or any subsequent term. References
below to “the term” mean the initial term and any
extensions.
2. Consulting Services.
During the term of this Agreement, you will serve on the Board of
Directors of the Company (the “ Board ”) and
will provide advice and other consulting services with respect to
acquisition strategies, product liability and such other matters
reasonably related to your skills and experience as the Company
reasonably may request from time to time. You agree to devote your
best efforts and judgment to the provision of all of your services
and to devote as much business time as is appropriate for the
proper provision of services. You agree also to perform your
services at such times and locations as the Company reasonably may
request from time to time.
3 Consulting Fee. As full
compensation, the Company will pay you a consulting fee at the rate
of $100,000 per year, payable in twelve approximately equal
payments monthly in arrears (the “Consulting Fee”).
Upon termination of this Agreement or expiration of the term, the
Company will have no further obligation to you, other than for the
Consulting Fee pro-rated through the date of termination or
expiration.
4. Equity Participation. (a)
You shall purchase that number of Class A Common Units of Riddell
Holdings, LLC (“Class A Units”) having an aggregate
purchase price of $100,000, subject, however, to your being an
“accredited investor,” as that term is defined in Rule
501 under the Securities Act of 1933, and subject further to the
Board of Managers of Riddell Holdings, LLC approving the sale and
issuance of those securities and the terms thereof. Any Class A
Common Units of Riddell Holdings, LLC that you purchase shall be
subject to the same put and call provisions that are applicable to
management equity holders generally. (b) During the term of this
Agreement, you also shall be eligible to participate in the
management pool of the equity incentive plan for Class B Common
Units of Riddell Holdings, LLC, subject to all terms and conditions
of such plan, as in effect from time to time.
5 Relationship of the
Parties. In providing services under this Agreement, you are an
independent contractor. This Agreement does not create an
employment relationship between you and the Company or Bell Sports.
As an independent contractor, you will not attempt to bind the
Company or any of its Affiliates to any obligation or pledge their
credit, except with the prior written authorization of the Board.
Also, because you are an independent contractor, the Company will
not withhold taxes from the Consulting Fee. All taxes will be your
responsibility. Also, the Company does not maintain any
comprehensive general liability, workers’ compensation or
other insurance covering you and, if you wish such coverage, it
will be your responsibility to obtain it at your cost (except that,
in your role as a director, you will be covered by any Directors
and Officers insurance the Company has in place). Also, as an
independent contractor, neither you nor any of your dependents will
be eligible to participate in, or receive benefits under, any
employee benefit plan or any other employee program or perquisite,
except as otherwise expressly provided in Section 4
hereof.
6 Representations . You give
the Company assurance that you are not subject to any restrictions
that would prevent you from signing this Agreement or providing
services under it.
7. Confidentiality,
Non-Competition, Non-Solicitation and Conflicts of
Interest.
(a) You acknowledge that, during
your prior associations with Bell Sports, you learned of
Confidential Information and, during the course of providing
services under this Agreement, you may learn of Confidential
Information. You agree that you will not use or disclose any
Confidential Information, during the term or at any time after,
other than for the benefit of the Company or Bell Sports in
connection with your services during the term. You also agree that
you will not disclose to or use on behalf of the Company or Bell
Sports any proprietary information of any third party without that
party’s consent.
(b) All documents, records and
files, of any kind and in any media, that are related to the
business of the Company or any of its Affiliates, and any copies,
(all, together, the “Documents”), whether or not
prepared by you, shall be the sole and exclusive property of the
Company. You agree that you will return to the Company when
requested, but in any event no later than the time your services
under this Agreement end, all Documents then in your possession or
control. All copyrightable works that you create in connection with
your services shall be considered “work made for hire”
and, from their creation, shall be owned exclusively by the
Company.
(c) You agree that during the term
and for the period of twelve (12) months following, you shall not,
directly or indirectly, whether as owner, partner, investor,
consultant, employee or otherwise, compete with Bell Sports within
Arizona or elsewhere in the United States or undertake any planning
for any business competitive with Bell Sports. Specifically, but
without limiting the foregoing
