AGREEMENT
AGREEMENT dated as of April 21, 1998, between ARMOR HOLDINGS, INC. (the
"Company") and RICHMONT CAPITAL PARTNERS I, L.P. ("Richmont").
WHEREAS, Richmont is the owner of 525,000 shares of common stock, par
value $.01 per share, of the Company (the "Common Stock") and the holder of an
option to purchase 300,000 shares of Common Stock of the Company (the "Option"),
of which 200,000 shares are fully vested and eligible for exercise as of the
date hereof; and
WHEREAS, Richmont desires to sell up to 200,000 shares of Common Stock
of the Company in accordance with the terms hereof and the Company and Richmont
desire to enter into certain other arrangements with respect to the sale of
shares of Common Stock owned by Richmont.
NOW, THEREFORE, the parties hereto, in consideration of the mutual
promises contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, agree as follows:
1. During the one-year period following the effective date of this
Agreement, Richmont may sell up to 200,000 shares of Common Stock at the then
prevailing market prices quoted on the American Stock Exchange, or such other
nationally recognized exchange (including NASDAQ) on which the Common Stock is
then listed. In furtherance of the foregoing, Richmont agrees to cooperate with
the reasonable requests of the Company and to enter into such reasonable
arrangements with respect to the sale of such shares as the Company may request.
2. Except for the shares of Common Stock sold pursuant to Section 1 of
this Agreement, Richmont will not, directly or indirectly, without the prior
written consent of the
Company, offer to sell, sell, grant any option for the sale, assign, transfer,
pledge, hypothecate, or otherwise encumber or dispose of any shares of the
Common Stock of the Company or securities convertible into, exercisable or
exchangeable for or evidencing any right to purchase or subscribe for any shares
of Common Stock of the Company (either pursuant to Rule 144 of the Securities
Act of 1933, as amended, or otherwise) or dispose of any beneficial interest
therein for a period of one year from the date hereof (the "Restricted Period").
3. The restrictions contained in Section 2 above shall not apply to
Richmont at any time when the last reported closing trading price of the Common
Stock is less than $5.00 per share or greater than $15 per share, as quoted on
the American Stock Exchange or such other nationally recognized exchange
(including NASDAQ) on which the Common Stock is then listed.
4. The parties hereto acknowledge that the Company currently has the
right to force Richmont to exercise the Option. Notwithstanding the foregoing
sentence, the Company hereby agrees that it will not exercise its rights under
to the Option to force Richmont to exercise the Option during the Restricted
Period.
5. In consideration of the Company's agreements contained in this
Agreement, Richmont and the Company hereby amend and restate Section 1(d) of the
Option so that it reads in its entirety as follows:
(d) The Company shall have the right at
any time, upon giving written notice to the
Option Holder (the "Notice"), to declare this
Option and all of the Shares, whether vested
or unvested, to be deemed fully vested and
exercisable, and to require the Option Holder
to exercise this Option in whole with respect
to all such Shares within 10 days of such
Notice to the Option Holder (the "Call"). In
the event that the Option Holder does not
exercise this Option as
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provided in this Section 1(d), the Option will
lapse and be of no further force or effect.
The Company agrees not to Call the Option
until April 21, 1999. From and after April 21,
1999, the Company shall be entitled to Call
the Option (i) at any time, regardless of the
price per share of the Company's Common Stock,
if ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ is not a member of the
Board of Directors of the Company, and (ii) at
any time if ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ is a member of
the Board of Directors of the Company and if
the closing trading price per share of the
Company's Common Stock on the American Stock
Exchange or such other nationally recognized
exchange (including NASDAQ) on which the
Common Stock is then listed is greater than
$7.50 on the business day immediately
preceding the date such Call is made.
The Option, as hereby amended, is hereby ratified, approved and confirmed and
shall remain in full force and effect, subject to the provisions of Section 4
hereof; nothing in this Agreement or the Option will limit Richmont's right to
exercise its rights under the Option, subject to the terms and conditions set
forth herein and therein.
6. Notwithstanding the restrictions contained in Section 2 hereof,
Richmont shall have the right to sell, on a pro rata basis, additional shares of
Common Stock of the Company in the event that the Company conducts an
underwritten offering of its shares of Common Stock during the Restricted Period
or in the event that Kanders Florida Holdings, Inc. sells shares of Common Stock
of the Company owned by it during the Restricted Period.
7. The parties hereby agree that they will issue a joint press release,
in the form of Exhibit A attached hereto, with respect to the sale by Richmont
of the shares of Common Stock of the Company described herein.
8. This Agreement shall be governed by and construed in accordance with
the
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laws of the State of New York, without giving effect to its
conflict of laws rules.
9. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original and all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as
of the day and year first written above.
ARMOR HOLDINGS, INC.
By:
-------------------------------------
Name:
Title:
RICHMONT CAPITAL PARTNERS I, L.P.
By: J.R. Investments Corp.,
its General Partner
By:
-------------------------------------
Name:
Title:
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EXHIBIT A
Form of Press Release
To show its continued support of and commitment to Armor Holdings,
Richmont Capital Partners I, L.P. ("Richmont") today entered into a one-year
lockup agreement with respect to 625,000 shares of Armor Holdings common stock.
Richmont presently holds a significant investment in Armor Holdings with a
common stock and option position (a portion of which are not yet fully vested)
totaling 825,000 shares. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, who is affiliated with Richmont, will
continue to serve as a director of Armor Holdings.