A liner assembly for a protective helmet has a rigid shell with an inner surface and concave curvature having a front portion, a rear portion, a crown portion, a pair of opposite portions and a pair of opposite jaw flaps; a wrap-around pad has a plurality of circular cells spaced along a curved line around the inner surface, and at least one additional cell at each end of the curved line. Two jaw pads, each jaw pad removably engaged to a respective one of the jaw flaps, and each jaw pad has one cell having one cell with two curvilinear segments. Each cell of the wrap around pad and the jaw pads includes an outer sheet of thermoplastic and an inner sheet of thermoplastic.