Smith & Wesson Holding Corp. said that former shareholders of Universal Safety Response, Inc., (USR) acquired in June 2009, will receive an additional 4.1 million shares of Smith & Wesson stock as part of the earn-out payment incentive in the merger.

In a filing with the Securities & Exchange Commission, Smith & Wesson said it had agreed to
make an earn-out payment of up to 4.08 million shares of its common stock if the calendar year 2009 and 2010 EBITDA (as defined in
the Merger Agreement) of USR met or exceeded certain defined targets.
Pursuant to an amendment, it agreed to waive the achievement of
the EBITDA targets as a condition to the issuance of the 4.08 million
earn-out shares, and instead have agreed to issue the 4.08 million shares
to the former stockholders of USR on March 18, 2011.

The shares will be distributed on March 18,
2011.