Employment Agreement [Amendment] - Armor Holdings Inc. and Robert R. Schiller
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
THIS AMENDMENT AGREEMENT (the "Amendment Agreement") is dated as of
November 4, 2003, by and among Armor Holdings, Inc., a Delaware corporation (the
"Company) and Robert R. Schiller (the "Employee"). Capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the
Employment Agreement (defined below).
WHEREAS, the Company and the Employee are parties to an Employment
Agreement (the "Employment Agreement") dated as of January 1, 2002; and
WHEREAS, the Employee's duties have been increased in connection with
his appointment as Chief Operating Officer of the Company; and
WHEREAS, the Company and the Employee desire to amend the Employment
Agreement in accordance with the terms hereof.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound, the parties hereby agree as
follows:
1. Effective as of April 9, 2003, Employee's Base Compensation
shall be increased to $500,000 per year.
2. Effective as of the date hereof the non-accountable supplemental
benefit allowance granted to the Employee pursuant to Section 5 of the
Employment Agreement shall be increased to 7.5% of Base Compensation per year
(pro rated for 2003).
3. In addition to the foregoing, the Employee shall be entitled to
receive a stock bonus award of 150,000 shares of the Company's Common Stock, all
of which shall vest on the date the closing price of the Company's Common Stock
on the New York Stock Exchange (or such other stock market or exchange as the
Common Stock shall then be traded on) shall equal $20 per share or more;
provided, that, such $20 price per share is attained and maintained for five
consecutive trading days on or before July 26, 2006 (such date referred to as
the "Vesting Date"); and provided, further, that payment of such stock bonus
award shall be deferred for a period of five years after the Vesting Date (the
"Deferred Payment Date"); provided, however, that, subject to the last sentence
of this Section 3, upon the occurrence of an Acceleration Event (as defined
below), the Deferred Payment Date shall be accelerated to coincide with the
occurrence of the Acceleration Event. For purposes hereof, "Acceleration Event"
shall mean (a) the Employee being continuously employed by the Company for a
period of two years from and after the Vesting Date; (b) the occurrence of a
"change in control" as defined in the Employment Agreement; (c) termination of
the Employee's employment by the Company without cause pursuant to Section 10(d)
of the Employment Agreement; or (d) the death or permanent disability (as
defined in the Employment Agreement) of the Employee. The stock bonus award
described herein shall be subject to the terms and conditions of Section 4(c) of
the Employment Agreement applicable to the stock bonus awards described therein
and which shall be upon the terms and conditions as more fully set forth in a
separate agreement between the Company and the Employee. As consideration for
the stock bonus award contained herein, and notwithstanding anything contained
herein to the contrary, Employee hereby agrees that the non-competition,
non-solicitation and
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ARMOR HOLDINGS, INC. AND SUBSIDIARIES
confidentiality obligations contained in Sections 7, 8 and 9 of the Employment
Agreement shall be applicable and binding on Employee from the date hereof
through the fifth anniversary of the Vesting Date (without regard to any
termination, expiration or non-renewal of Employment Agreement), and such
Sections 7, 8 and 9 of the Employment Agreement are incorporated herein by
reference thereto as though fully set forth herein, and in the event that
Employee breaches any of such obligations, then the Company's obligation to pay
the stock bonus award set forth herein shall terminate, and if such award has
been paid to Employee, Employee shall be obligated to return the same to the
Company, it being agreed that any stock certificate evidencing the stock bonus
award shall contain a legend setting forth the restrictions contained herein.
4. Upon the satisfactory sale of the ArmorGroup Services Division and
realizing the Board approved budget, Employee shall be entitled to receive, at
the Board's discretion, a target bonus in the range of $400,000.
5. (a) The Company hereby assigns to Employee all of its rights as a
beneficiary of the life insurance policy obtained on the life of Warren B.
Kanders ("Kanders"), and Employee accepts such assignment and assumes the
payment obligations with respect to the premiums associated with such policy.
Notwithstanding anything to the contrary contained herein, upon the vesting to
the Employee of the 100,000 share stock grant described in Section 4(c)(iii) of
the Employment Agreement, the Employee shall no longer be the beneficiary of
such insurance policy, and the Company shall be reinstated as the beneficiary
thereof. The parties agree to cooperate with each other and to execute such
additional forms, instruments and documents as may be reasonably necessary or
required by the insurance company in order to give effect to the provisions of
this Section 5.
(b) Kanders hereby consents to and agrees to the substitution of
beneficiaries as described in this Section 5.
6. Except as expressly amended by this Amendment Agreement, the
Employment Agreement shall remain in full force and effect.
7. This Amendment Agreement shall be governed by, and construed in
accordance with the laws of the state of New York applicable to contracts
executed, and to be fully performed, in such state.
8. This agreement may be executed in any number of counterparts and via
facsimile, but all such counterparts will together constitute one and the same
agreement.
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ARMOR HOLDINGS, INC. AND SUBSIDIARIES
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment Agreement as of the day and year first written above.
COMPANY: EMPLOYEE
ARMOR HOLDINGS, INC.
By: /s/ Warren B. Kanders /s/ Robert R. Schiller
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Name: Warren B. Kanders Robert R. Schiller
Title: Chief Executive
Officer
ACCEPTED AND AGREED TO
SOLELY WITH RESPECT TO
SECTION 5(b) HEREOF:
/s/ Warren B. Kanders
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Warren B. Kanders