ARMOR HOLDINGS, INC. AND SUBSIDIARIES
THIS AMENDMENT NO. 2 ("Amendment No. 2") is dated as of November 4,
2003, between Armor Holdings, Inc., a Delaware corporation (the "Company") and
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("Kanders"). Capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the Employment Letter (defined
below).
WHEREAS, the Company and Kanders are parties to a letter agreement (the
"Employment Letter") dated as of January 1, 2002; and
WHEREAS, the Employment Letter was amended pursuant to a letter
agreement dated July 26, 2003 ("Amendment No. 1"); and
WHEREAS, the Company and Kanders desire to further amend the Employment
Letter, as amended by Amendment No.1, 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 are hereby
acknowledged, and intending to be legally bound, the parties hereby agree as
follows:
1. Clause (i) of the penultimate paragraph of Amendment No. 1 is hereby
deleted in its entirety, and the following is substituted in lieu thereof:
"(i) a stock bonus award of 200,000 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 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) Kanders
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 Letter; (c) termination of
Kanders' employment by the Company without cause pursuant to Section
8(d) of the Employment Letter; or (d) the death or permanent disability
(as defined in the Employment Letter) of Kanders, and".
2. Except as expressly amended by this Amendment No. 2, the Employment
Letter, as amended by Amendment No. 1 thereto, shall remain in full force and
effect.
3. This Amendment No. 2 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.
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
4. This Amendment No. 2 may be executed in any number of counterparts
and via facsimile, but all such counterparts will together constitute one and
the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment No. 2 as of the day and year first written above.
ARMOR HOLDINGS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chief Operating Officer and Chief
Financial Officer
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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