NON-COMPETITION AGREEMENT
THIS NON-COMPETITION AGREEMENT (the "Agreement"), dated as of May
20, 2005,
is entered into between ARMOR HOLDINGS, INC., a Delaware
corporation (the
"Company") and SCOTT T. O'BRIEN (the "Employee").
W I T N E S S E T H :
WHEREAS, the Company and the Employee desire to execute this
Agreement
based on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set
forth in this Agreement, and for other good and valuable
consideration, the
receipt and sufficiency of which is hereby acknowledged by the
parties hereto,
the Company and the Employee hereby agree as follows:
1. NON-COMPETITION. For purposes of this Section 8, all references
to the
Company shall be deemed to include all of the Company's affiliates
and
subsidiaries. The Employee will not utilize his special knowledge
of the
business of the Company and his relationships with customers,
suppliers of the
Company and others to compete with the Company. During his
employment by the
Company and for a period of one (1) year after the expiration of
this Agreement
or earlier termination of this Agreement pursuant to its terms (the
"Restricted
Period"), the Employee shall not engage, directly or indirectly, or
have an
interest, directly or indirectly, anywhere in the United States of
America or
any other geographic area where the Company does business or in
which its
products or services are marketed, alone or in association with
others, as
principal, officer, agent, employee, director, partner or
stockholder (except
with respect to his employment by the Company), or through the
investment of
capital, lending of money or property, rendering of services or
otherwise, in
any business competitive with or substantially similar to that
engaged in by the
Company or any vendor, supplier or distributor of the Company
during the term of
Employee's employment by the Company, or any line of business or
acquisition
that the Company either (i) contemplates entering into, whether or
not actually
entered into, or (ii) has obtained due diligence or other
information on during
Employee's employment with the Company (it being understood hereby,
that the
ownership by the Employee of 5% or less of the stock of any company
listed on a
national securities exchange shall not be deemed a violation of
this Section 8).
During the Restricted Period and for one year thereafter, the
Employee shall
not, nor shall he permit any of his employees, agents or others
under his
control to, directly or indirectly, on behalf of himself or any
other person,
(i) call upon, accept business from, or solicit the business of any
person who
is, or who had been at any time during the
preceding two (2) years a customer of the Company or any successor
to the
business of the Company, or otherwise divert or attempt to divert
any business
from the Company or any such successor, or (ii) directly or
indirectly recruit
or otherwise solicit or induce any person who is an employee of, or
otherwise
engaged by, the Company or any successor to the business of the
Company to
terminate his or her employment or other relationship with the
Company or such
successor, or hire any person who has left the employ of the
Company or any such
successor during the preceding two (2) years. Employee further
agrees that if
any such customer contacts Employee during the Restricted Period in
respect of
doing business with Employee, Employee will advise such customer of
the
restrictions on his ability to do business with such customer
contained herein.
The Employee shall not at any time, directly or indirectly, use or
purport to
authorize any person to use any name, mark, logo, trade dress or
other
identifying words or images which are the same as or similar to
those used at
any time by the Company in connection with any product or service,
whether or
not such use would be in a business competitive with that of the
Company. Any
breach or violation by the Employee of the provisions of this
Section 8 shall
toll the running of any time periods set forth in this Section 8
for the
duration of any such breach or violation.
2. REMEDIES. The restrictions set forth in Section 1 are considered
by the
parties to be fair and reasonable. The Employee acknowledges that
the
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