EX-10.1 AGREEMENT

Execution Copy

AGREEMENT

AGREEMENT made and entered into by and between Riddell Bell Holdings, Inc. (“Holdings” or the “Company”), which has a principal place of business in Irving, Texas, and Jeffrey Gregg of Dallas, Texas (the “Executive”), effective as of the 1 ^st day of April, 2005.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Holdings and the Executive agree as follows:

1.  Employment . Subject to the terms and conditions set forth in this Agreement, the Company hereby offers, and the Executive hereby accepts, employment.

2.  Term . Subject to earlier termination as hereafter provided, the Executive’s employment hereunder shall be for a term of one year, commencing as of April 1, 2005 (the “Start Date”), and shall automatically renew thereafter for successive terms of one year each. The term of this Agreement, as from time to time renewed, is hereafter referred to as “the term of this Agreement” or “the term hereof.”

3.  Capacity and Performance .

(a) During the term hereof, the Executive shall serve the Company as its Executive Vice President and Chief Financial Officer (“CFO”). In addition, and without further compensation, the Executive shall serve as Chief Operating Officer (“COO”) of Bell Sports (Asia) Ltd. for such period or periods during the term hereof as the Company shall determine. Further, and without further compensation, the Executive shall serve as a director and/or officer of one or more of the organizations within the Riddell Group (as defined in Section 14 hereof) if so elected or appointed from time to time. The Executive shall report to the Chief Executive Officer of the Company (the “CEO”).

(b) During the term hereof, the Executive shall be employed by the Company on a full-time basis and shall have overall responsibility for the financial operations of the Company and for the consolidated financials for its direct and indirect subsidiaries (the “Subsidiaries”), with direct reporting as assigned from time to time by the CEO or the Board of Directors of the Company (the “Board”), initially to include at least Finance, Legal, IT, Quality Control and, for such period as the Executive is COO thereof, Bell Sports (Asia) Ltd. The Executive shall perform the duties and responsibilities of such positions and such other duties, reasonably consistent with his positions, as may be assigned to him from time to time by the CEO or the Board. The assignment of the Executive as COO of Bell Sports (Asia) Ltd. will be reviewed by the Company at the sooner of the first anniversary of the Start Date or the occurrence of a major change at the Company such as, by way of example, an acquisition. The Company may elect to remove such assignment from the Executive at the time of such review or thereafter and a removal of the Executive’s assignment as COO of Bell Sports (Asia) Ltd. or other responsibilities secondary to his role as CFO of the Company shall not constitute Good Reason, as hereafter defined.

(c) Subject to business travel as necessary or desirable for the performance of the Executive’s duties and responsibilities hereunder, the Employee’s primary worksite during the term hereof shall be located in the greater Dallas (Texas) metropolitan area.

(d) During the term hereof, the Executive shall devote his full business time and best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Riddell Group and to the discharge of his duties and responsibilities hereunder. During the term of this Agreement, except as otherwise expressly approved in advance by the Board, the Executive shall not (i) engage in any other business activity or (ii) serve in any industry, trade, professional, governmental or academic position if such service, individually or in the aggregate, would detract from the Executive’s ability to perform his duties and responsibilities hereunder or give rise to a conflict of interest, it being agreed that if the Board subsequently determines that such service does detract from Executive’s performance or give rise to such a conflict, the Executive shall cease such service.

4.  Compensation and Benefits . As compensation for all services performed by the Executive under and during the term hereof and subject to performance of the Executive’s duties and of the obligations of the Executive to the Riddell Group, pursuant to this Agreement or otherwise:

(a)  Base Salary . Initially during the term hereof, the Company shall pay the Executive a base salary at the rate of Three Hundred Thousand Dollars ($300,000) per annum, payable in accordance with the payroll practices of the Company for its executives and, commencing in January, 2006, subject to annual review by the Compensation Committee of the Board (the “Compensation Committee”), with any increase being in the discretion of the Board or, if so delegated, the Compensation Committee. Such base salary, as from time to time increased, is hereafter referred to as the “Base Salary.”

(b)  Bonus Compensation .

(i) Annual Bonus . During the term of this Agreement, the Executive shall be eligible to participate in the Company’s executive incentive plan for the combined business of Riddell and Bell (as those terms are defined in Section 14 below) in accordance with the terms of that plan and this Section 4(b)(i) which, in the event of any inconsistency with the plan, shall govern. The Executive shall have a target bonus under that plan equal to 75 % of Base Salary and shall be entitled to additional bonus compensation equal to 20% of Base Salary for performance of 10% or more above plan (i.e., a total bonus opportunity equal to 95% of Base Salary). Compensation awarded the Executive under the executive incentive plan is referred to hereafter as the “Annual Bonus.” The amount of the Annual Bonus shall be determined by the Board or, if so delegated, the Compensation Committee, based on its assessment of the achievement of the executive incentive plan goals. Except as otherwise provided in Section 5 hereof, the Executive must be employed on the last day of a fiscal year in order to be eligible to earn an Annual Bonus for that fiscal year.

(ii) Special Bonuses . In addition to any Annual Bonuses earned and payable under Section 4(b)(i) above,

(A) For the Company’s 2005 fiscal year, the Executive shall be eligible to earn a one-time bonus with a target of 33 1/3% of Base Salary, subject to his continued employment throughout the fiscal year. The amount of this special bonus shall be determined by the Compensation Committee based on its assessment of the performance of (i) the Company’s powersport helmet and accessory line at mass retailers and (ii) the overall mass business unit.

(B) The Compensation Committee in its discretion may grant the Executive a one-time bonus, in cash or equity, based on its assessment of his performance in connection with an initial public offering, a significant refinancing or sale of the Company during the term hereof.

(i) During the term hereof, the Executive shall be eligible to participate in the Riddell Holdings, LLC equity incentive plan for the combined business of Riddell and Bell (the “Equity Incentive Plan”), in accordance with the terms thereof.

(ii) If the Executive’s employment hereunder is terminated by the Company other than for Cause in accordance with Section 5(d) hereof, or the Executive terminates his employment hereunder for Good Reason in accordance with Section 5(e) hereof, in each case during the second half of any calendar year, all EBITDA Performance Units and all Earn-Back Units that are eligible for vesting in the year of termination shall vest upon the achievement of the respective EBITDA targets for such year and all Time Units that are eligible for vesting in the year of termination shall vest upon such termination.

(iii) Upon the termination of the Executive’s employment by the Company other than for Cause in accordance with Section 5(d) hereof or the Executive’s termination of his employment for Good Reason in accordance with Section 5(e) hereof or in the event of the termination of the Executive’s employment as a result of death or disability pursuant to Section 5(a) or Section 5(b) respectively, the Executive shall have the right to sell to Riddell Holdings, LLC, and Riddell Holdings LLC shall have the obligation to purchase, the Executive’s vested Units at a price equal to the Fair Market Value of the Units (the “Put Right”); provided that EBITDA for the Company was at least Fifty-Five Million Dollars ($55,000,000) during the most recently completed fiscal year and was growing at a rate of at least five percent (5%) per year following the Company’s 2005 fiscal year. If the foregoing EBITDA and growth rate targets were not met for such most recently completed fiscal year, but are met for the fiscal year during which such termination of employment occurs, then the Executive may exercise the Put Right during the thirty (30) day period following the date of issuance of the Company’s financial statements with an unqualified audit opinion for such fiscal year. The Executive is free to make inquiries as to the timing of such date of issuance and the Company will respond to such inquiries in a timely manner.

(iv) Any capitalized term contained in clause (ii) or clause (iii) of this Section 4(c) or in Section 4(d) below, or in the definition of “Change of Control” set forth in Section 14 hereof, which are not defined in this Agreement shall have the meaning ascribed to that term in the Equity Incentive Plan. Except as expressly provided in clauses (ii) and (iii) of this Section 4(c), the Executive’s rights and obligations, and those of Riddell Holdings, LLC and its Affiliates, with respect to its securities (including without limitation at the time the Executive’s employment is terminated under Section 5 hereof) shall be governed by the terms of the Equity Incentive Plan.

(d)  Equity Purchase . Prior to or contemporaneous with his execution and delivery of this Agreement,, the Executive shall purchase Class A Common Units of Riddell Holdings, LLC having an aggregate purchase price of $215,000, with the price per Unit being $1 . 4717 per Unit.

(e)  Perquisites .

(i) During the term hereof, the Company shall provide the Executive a car allowance in the amount of $750 per month and shall reimburse the normal operating costs with respect to the car he uses for business purposes.

(ii) The Company will reimburse the Executive for the cost of his maintaining professional certifications and related continuing educational requirements, subject to documentation and substantiation reasonably required by the Company.

(iii) The Company will give consideration to funding some or all of the out-of-pocket costs incurred by the Executive in obtaining a Master of Business Administration degree, based on the Executive’s desires and the business needs of the Company and subject to the parties’ agreement on an acceptable payback schedule. Any such funding is subject to approval of the Board, however; and any funding so approved will be conditioned on the Executive’s continued active employment under this Agreement and will cease no later than the date the Executive’s employment with the Company terminates.

(f)  Vacations . During the term hereof, the Executive shall be entitled to four (4) weeks of vacation per year, to be taken at such times and intervals as shall be determined by the Executive, subject to the reasonable business needs of the Company and with the approval of the CEO. Provided that the Company’s vacation policy is based on a calendar or fiscal year or the employee’s anniversary year, the Executive shall be entitled to carry forward a maximum of two weeks of unused vacation time from one such year to the next. Vacation shall otherwise be governed by the policies of the Company, as in effect from time to time.

(g)  Other Benefits . During the term hereof, the Executive shall be entitled to participate in any and all employee benefit plans from time to time in effect for executives of the Company generally, except to the extent such plans are duplicative of a benefit otherwise provided to the Executive under this Agreement ( e.g ., severance pay). Such participation shall be subject to the terms of the applicable plan documents and generally applicable Company policies.

(h)  Business Expenses . The Company shall pay or reimburse the Executive for all reasonable, customary and necessary business expenses incurred or paid by the Executive in the performance of his duties and responsibilities hereunder, subject to any maximum annual limit and other restrictions on such expenses set by the Board and to such reasonable substantiation and documentation as may be specified by the Company from time to time.

5.  Termination of Employment and Severance Benefits . Notwithstanding the provisions of Section 2 hereof, the Executive’s employment hereunder shall terminate prior to the expiration of the term hereof under the following circumstances:

(a)  Death . In the event of the Executive’s death during the term hereof, the Executive’s employment hereunder shall immediately and automatically terminate. In such event, the Company shall pay promptly to the beneficiary designated by the Executive in writing or, if none has been so designated, to his estate, (i) Base Salary earned but not paid through the date of termination, (ii) pay for any vacation earned but not used through the date of termination, (iii) any Annual Bonus earned but unpaid for the fiscal year preceding that in which termination occurs and (iv) any business expenses incurred by the Executive but un-reimbursed on the date of termination, provided that such expenses and required substantiation and documentation are submitted within sixty (60) days of termination and that such expenses are reimbursable under Company policy (all of the foregoing, “Final Compensation”). In addition, the Company shall pay to the beneficiary designated by the Executive in writing or, if none, his estate, an Annual Bonus for the fiscal year in which termination occurs, determined by multiplying the Annual Bonus the Executive would have received had he continued employment through the last day of the fiscal year by a fraction, the numerator of which is the number of days he was employed during the fiscal year, through the date of termination, and the denominator of which is 365 (a “Pro-Rated Annual Bonus”). Such Annual Bonus will be payable at the time annual bonuses are paid to Company executives generally under its executive incentive plan.

(b)  Disability .

(i) The Company may terminate the Executive’s employment hereunder, upon notice to the Executive, in the event that the Executive becomes disabled during his employment hereunder through any illness, injury, accident or condition of either a physical or psychological nature and, as a result, is unable to perform, in any material respect, his duties and responsibilities hereunder, notwithstanding the provision of any reasonable accommodation, for one hundred and eighty (180) days during any period of three hundred and sixty-five (365) consecutive calendar days. In the event of such termination, the Company promptly shall provide the Executive Final Compensation and, provided that the Executive signs and returns an effective and timely release of claims in the form attached to this Agreement and marked Exhibit A (the “Release”), the Company shall pay the Executive a Pro-Rated Annual Bonus for the fiscal year in which termination occurs, payable at the time annual bonuses are paid to Company executives generally under its executive incentive plan.

(ii) The Board may designate another employee to act in the Executive’s place during any period of the Executive’s disability. Notwithstanding any such designation, the Executive shall continue to receive the Base Salary in accordance with Section 4(a), perquisites in accordance with Section 4(e)(i) and 4(e)(ii) and benefits in accordance with Section 4(g), to the extent permitted by the then-current terms of the applicable benefit plans, until the Executive becomes eligible for disability income benefits under the Company’s disability income plan or until the termination of his employment, whichever shall first occur. While receiving disability income payments under the Company’s disability income plan, the Executive shall not be entitled to receive any Base Salary under Section 4(a) hereof, but shall continue to receive perquisites in accordance with Section 4(e)(i) and 4(e)(ii) hereof and to participate in Company benefit plans in accordance with Section 4(g) and the terms of such plans, until the termination of his employment.

(iii) If any question shall arise as to whether during any period the Executive is disabled through any illness, injury, accident or condition of either a physical or psychological nature so as to be unable to perform, in any material respect, his duties and responsibilities hereunder, the Executive may, and at the request of the Company shall, submit to a medical examination by a physician selected by the Company to whom the Executive or his duly appointed guardian, if any, has no reasonable objection to determine whether the Executive is so disabled and such determination shall for the purposes of this Agreement be conclusive of the issue. If such question shall arise and the Executive shall fail to submit to such medical examination, the Company’s determination of the issue shall be binding on the Executive.

(c)  By the Company for Cause . The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following, as determined by the Board, shall constitute Cause for termination: (i) the Executive’s failure to perform (other than by reason of disability), or his material negligence in the performance of, his duties and responsibilities to the Company or any of its Subsidiaries which remains uncured or recurs after ten (10) days’ notice from the Company specifying in reasonable detail the nature of such failure or negligence; (ii) the Executive’s breach of a fiduciary duty owed to the Company or any of the Riddell Group, including without limitation any breach or violation of Section 7, 8 or 9 of this Agreement; (iii) material breach by the Executive of any other provision of this Agreement or of any other agreement with the Company or any of its Affiliates; provided that, if subject to cure in the reasonable judgment of the Board, such breach has remained uncured or has recurred after ten (10) business days’ notice from the Company specifying in reasonable detail the nature of such breach; (iv) fraud, embezzlement or other dishonesty with respect to the Company or any of its Affiliates, provided that, with respect to such other dishonesty, the dishonesty is not de minimis and has an adverse effect on the Company or one of its Affiliates; (v) being arrested or charged with a felony or with another crime involving moral turpitude; or (vi) if any restatement of the Company’s audited financial statements shall occur or the Company’s auditors shall require an adjustment to current year financials then being audited, which would result in a greater than 10% decrease to the Company’s EBITDA for any fiscal year and would also require a waiver or amendment of the Company’s credit agreement with its senior lenders; provided, however, that no