Bonus And Option Plan For Ceo, Coo And Cfo

2000 Bonus Plan for CEO, COO, CFO OF BACOU USA, INC.


2000 STOCK OPTION POOL AND ALLOCATION TO CEO, COO AND CFO


October 16, 1999


The Board of Directors of Bacou USA, Inc. ("Company") has approved and adopted a 2000 Bonus Plan for CEO, COO and CFO of Company (the "Bonus Plan"), as well as a 2000 Stock Option Pool and Allocation to CEO, COO and CFO (together the "Option Plan"). In order to be eligible to receive a bonus under the Bonus Plan, an executive must be the CEO, COO or CFO of Company and be designated a participant pursuant to a written employment arrangement with Company. In order to be eligible to receive an allocation under the Option Plan, an employee must be designated a participant pursuant to a written employment arrangement with Company or by the Compensation Committee of the Board of Directors of Company. The Bonus Plan and the Option Plan will be administered by the Compensation Committee of the Board of Directors of Company in its discretion, and all determinations by such Committee shall be final and not subject to appeal.


The CEO, COO and CFO shall be entitled to cash bonuses for 2000 - 2002 based upon the Company's compound annual growth rate (CAGR) of net income and earnings before interest, taxes, depreciation and amortization (EBITDA) as provided in Schedule A attached hereto. For this purpose, the amount of net income and EBITDA of Company for any year shall be determined on the basis of the Company's audited financial statements; provided, however, that actual net earnings and EBITDA shall be adjusted to reflect operating earnings and EBITDA in a manner consistent with the methods historically used by the Company's published sell-side analysts. For example, in order to make meaningful comparisons from year-to-year, such methods have excluded the effect of acquisition-related non-recurring charges and adjustments such as the write-off of purchased in-process research and development expenses and the step-up of inventory values to fair market value under applicable purchase accounting rules. For purposes of the Bonus Plan, 1998 net earnings of $25,793,000 and EBITDA of $60,614,000 shall be utilized for the base period on which compound annual growth rates will be determined for the years 2000, 2001 and 2002. This will result in two-year CAGRs for 2 ...