Exhibit 10.8


 


EMPLOYMENT AGREEMENT


 


This Employment Agreement (the “Agreement”)
is entered into and shall be effective as of 
November 6, 2009, by and among FGX International Inc., a
Delaware corporation with a mailing address of 500 George Washington Highway,
Smithfield, Rhode Island 02917 (the “Company”), and Robert Grow, an individual
currently with a residence in the State of Rhode Island (“Executive”).


 


AGREEMENT


 


In consideration of the premises and mutual
promises herein below set forth, the parties hereby agree as follows:


 


1.             Employment
Period.  The term of Executive’s
Employment by the Company pursuant to this Agreement (the “Employment Period”)
shall commence on the date hereof (the “Effective Date”) and shall continue
until terminated as provided herein.  For
purposes of this agreement “Termination Date” means the date on which the
Employment Period ends.


 


2.             Employment;
Duties.  Subject to the terms and
conditions set forth herein, the Executive shall serve as the Executive Vice
President, Product Development of the Company, and of FGX International
Holdings Limited, a British Virgin Islands corporation and the indirect parent
of the Company (“FGX Holdings”), during the Employment Period.  The duties assigned and authority granted to
Executive shall be as set forth in the By-laws of the Company and FGX Holdings
and those that are typically assigned and/or afforded to an Executive Vice
President, Product Development, and such other duties and responsibilities as
may otherwise reasonably be assigned to him by the Chief Executive Officer from
time to time.  Executive agrees to
perform his duties for the Company diligently, competently and in a good faith
manner.  Notwithstanding anything to the
contrary set forth herein, the Executive shall be permitted during the
Employment Period to (a) engage in civic and charitable activities to the
extent they are not inconsistent with Executive’s duties hereunder and (b) serve
as a member of the board of directors of not more than two additional for
profit corporations.


 


3.             Salary
and Bonus.


 


a.             Base
Salary.  Executive shall be entitled
to receive a base salary from the Company during the Employment Period at the
rate of two hundred thirty-five thousand four hundred and twenty-four Dollars
($235,424) per annum (as from time to time, if at all, increased, the “Base
Salary”).  The Base Salary may be
increased from time to time during the Employment Period, at the same time and
under the same circumstances as other officers of the Company.  In addition, the Board of Directors, or
Compensation Committee, of the Company or FGX Holdings (collectively, the “Board
of Directors”), may further increase Executive’s Base Salary from time to time
in their discretion, based upon the Company’s performance and Executive’s
particular contributions.


 


b.             Bonus.  Executive shall be eligible for and shall
receive a cash bonus for the plan year 2009, and thereafter during each year of
Executive’s employment, subject to the discretion of the Company’s Board of
Director’s, of up to fifty percent (50%) of his Base Salary (“Annual Target
Bonus Amount”) under the Company’s executive incentive compensation plan 


 

















 


(the “Executive Incentive Compensation Plan”) on account of the
services rendered by him during each calendar year during the Employment Period
and the attainment of certain performance goals and successful completion of
certain initiatives established by the Company. 
The cash bonus shall be paid on or before the later of (i) March 15
of the year following the calendar year for which the bonus was earned and (ii) the
date on which the Board of Directors has been able to determine within a
reasonable degree of certainty the amount of the bonus. The Board of Directors
may from time to time increase the Annual Target Bonus Amount.


 


4.             Other
Benefits.


 


a.             Insurance
and Other Benefits.  During the
Employment Period, Executive shall be entitled to participate in, and shall
receive the maximum benefits available under, the Company’s insurance programs
(including health, supplemental health and life insurance) and any ERISA
benefit plans, as the same may be adopted and/or amended from time to time, and
shall receive all other benefits that are provided by the Company to other
senior executives.


 


b.             Paid
Time Off.  Executive shall be
entitled to twenty-five (25) days of paid time off annually in accordance with
the Company’s paid time off policies in effect from time to time, to be taken
at such time(s) as shall not, in the reasonable judgment of the Chief
Executive Officer of the Company, interfere with Executive’s fulfillment of his
duties hereunder.  Executive shall be
entitled to as many holidays, sick days and personal days as are generally
provided by the Company from time to time to its employees in accordance with
the Company’s policies as in effect from time to time.


 


c.             Automobile
Allowance.  During the Employment
Period, the Company shall provide Executive with a monthly automobile allowance
consistent with the plan adopted or to be adopted by the Company for other
senior executives.


 


5.             Termination
by the Company With Cause.  Upon
prior written notice to Executive, the Company may terminate Executive’s
employment if any of the following events shall occur (any of the following
events shall constitute “Cause” for all purposes hereof):


 


a.             the
conviction of Executive for a crime involving fraud or moral turpitude;


 


b.             deliberate
dishonesty of Executive with respect to the Company or any of its subsidiaries
or affiliates; or


 


c.             the
refusal of Executive to follow the reasonable and lawful written instructions
of the Chief Executive Officer of the Company or FGX Holdings with respect to
the services to be rendered and the manner of rendering such services by
Executive, provided such instructions are in accordance with the duties of the
Executive under this Agreement and provided further that such refusal is
material and repetitive and is not justified or excused either by the terms of
this Agreement or by actions taken by the Company in violation of this
Agreement.


 


6.             Termination
by Executive; Termination by the Company Without Cause.


 


a.             Notice/Events:


 


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i.              Termination by Executive.  Executive may terminate his employment at any
time by providing written notice to the Company.


 


ii.             Termination by the Company Without Cause.  The Company may terminate Executive’s
employment at any time, without Cause by providing written notice to
Executive.  As used in this Agreement,
the term “without Cause” shall mean termination for any reason not specified in
Section 5 or Section 7 hereof.


 


b.             Executive’s
Right to Terminate.  Executive may
terminate Executive’s employment for Good Reason at any time during the term of
this Agreement.  For purposes of this
Agreement, “Good Reason” shall mean any of the following (without Executive’s
express written consent):


 


(i)            the
material reduction or material adverse change in Executive’s authority, duties,
job responsibilities or reporting structure from those in effect on the date
hereof;


 


(ii)           the
material reduction by the Company in Executive’s Base Salary as in effect on
the date hereof or as the same may be increased from time to time during the
term of this Agreement;


 


(iii)          a
relocation of the Company’s principal executive offices to a location more than
50 miles from their current location, or the Company requiring Executive to be
based anywhere other than the Company’s principal executive offices; or


 


(iv)          any
material breach by the Company of any provision of this Agreement.


 


Any proposed termination of
employment by Executive shall be presumed to be other than for Good Reason
unless (x) Executive first provides written notice to the Company within
ninety (90) days following the initial existence of the purported Good Reason
condition, (y) the Company has been provided a period of thirty (30) days
after receipt of Executive’s notice during which to cure, rescind or otherwise
remedy the actions, events or circumstances described in such notice and (z) Executive’s
termination of employment occurs within two years following the initial
existence of the purported Good Reason condition.


 


c.             Severance.


 


i.              Without Cause. 
If the Company terminates Executive’s employment without Cause, or if
Executive terminates his employment pursuant to Section 6(b) hereof,
then, subject to Section 8, commencing on the date of termination of
employment, the Company shall provide Executive with a severance package which
shall consist of the following:  for a
period equal to eighteen (18) months after the date of termination (x) payment
on the first business day of each month of an amount equal to one-twelfth of
Executive’s then current Salary under Section 3(a) hereof; (y) payment
on the first business day of 


 


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each month of an amount equal to one-twelfth
of Executive’s Annual Target Bonus Amount (as defined in Section 3(b) above)
for the year of termination; and (z) continuation of all benefits under Section 4(a) hereof
at the same cost to Executive as is applicable to active employees of the
Company; provided, however, that benefits under Section 4(a) shall be
discontinued as of the date on which Executive is provided comparable benefits
from any other source.  Notwithstanding
anything herein to the contrary, each severance payment shall be deemed to be a
separate payment within the meaning of Section 409A of the Code and the
regulations thereunder.


 


ii.             General Release. 
As a condition precedent to receiving any severance payment, Executive
shall execute a general release of any and all claims which Executive or his
heirs, executors, agents or assigns might have against the Company, its
subsidiaries, affiliates, successors, assigns and its past, present and future
employees, officers, directors, agents and attorneys, except for claims arising
under this Agreement or any employee benefit plan (other than any employee
benefit plan providing a benefit in the nature of a severance benefit) in which
Executive participates or for any right to indemnification to which Executive
may be entitled under this Agreement or as an officer and director of the
Company.


 


iii.            Withholding. 
All payments made by the Company under this Agreement shall be net of
any tax or other amounts required to be withheld by the Employer under
applicable law.


 


iv.            Certain Reductions of Payments by the Company.


 


1.             Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that any payment or
distribution by the Company to or for the benefit of the Executive, whether
paid or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise (a “Payment”), would constitute an “excess parachute
payment” within the meaning of Section 280G(b) of the
U.S. Internal Revenue Code (the “Code”), and thus would result in the Executive
incurring an excise tax under Section 4999 of the Code, then the aggregate
present value of amounts payable or distributable to or for the benefit of the
Executive pursuant to this Agreement (such payments or distributions pursuant
to this Agreement are hereinafter referred to as “Agreement Payments”) shall be
reduced to the Reduced Amount, but only if and to the extent that the after-tax
value to the Executive of reduced Agreement Payments would exceed the after-tax
value to the Executive of the Agreement Payments received by the Executive
without application of such reduction. 
The “Reduced Amount” shall be an amount expressed in present value which
maximizes the aggregate present value of Agreement Payments without causing any
Payment to be nondeductible by the Company because of Section 280G of the
Code.  Anything to the contrary
notwithstanding, if the Reduced Amount is zero and it is determined further
that any Payment which is not an Agreement Payment 


 


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would nevertheless be nondeductible by the
Company for Federal income tax purposes because of Section 280G of the
Code, then the aggregate present value of Payments’ which are not Agreement
Payments shall also be reduced (but not below zero) to an amount expressed in
present value which maximizes the aggregate present value of Payments without
causing any Payment to be nondeductible by the Company because of Section 280G
of the Code.  For purposes of this Section 6(c)(iv),
present value shall be determined in accordance with Section 280G(d)(4) of
the Code.  Thus, for illustrative
purposes only, if the Executive’s average W-2 compensation for the five (5) years
prior to the year in which a change in control occurs (the “Base Amount”) was
$500,000, and the value of the payments and benefits that are contingent upon
the change in control (the “Parachute Payments”) was $1,510,000, the Executive
would have an excess parachute payment within the meaning of Section 280G(b) of
the Code since the value of the parachute payments ($1,510,000) would be
greater than three (3) times the Executive’s Base Amount
($1,500,000).  The amount of the excess
parachute payment would be $1,010,000 (the amount by which the value of the
parachute payments exceeds one (1) times the Base Amount), and if the
aggregate amount of the parachute payments was not reduced, the Executive would
incur an excise tax under Section 4999 of the Code equal to 20% of the
excess parachute payment (or $202,000). 
This excess parachute payment could be avoided if instead, the value of
the parachute payments was reduced by $10,001 to $1,499,999 (since the value of
the parachute payments then would be less than three (3) times the Base
Amount).  Since the Executive would
receive a greater after tax amount, under the foregoing example, if his
parachute payments were reduced by $10,001 (to $1,499,999) than he would if his
parachute payments were not reduced and the Executive incurred a $202,000
excise tax (reducing his parachute payments to $1,308,000) on the excess
parachute payment, the Executive’s parachute payments would be reduced under
this provision to $1,499,999 (by $10,001) to avoid any excess parachute
payments.


 


2.             All determinations required to be made under this Section 6(c)(iv) shall
be made by the Company’s accountants for the Company’s last fiscal year or, at
the mutual agreement of the Executive and the Company, any other nationally or
regionally recognized firm of independent public accountants (the “Accounting
Firm”), which shall provide detailed supporting calculations both to the
Company and the Executive within twenty (20) business days of the date of
termination or such earlier time as is requested by the Company and an opinion
to the Executive that he has substantial authority not to report any excise tax
on his Federal income tax return with respect to any Payments.  Any such determination by the Accounting Firm
shall be binding upon the Company and the Executive.  The Executive shall determine which and how
much of the Payments shall be eliminated or reduced consistent with the
requirements of this Section 6(c)(iv), provided that, if the Executive
does not make such determination within ten business days of the receipt of the



 


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calculations made by the Accounting Firm, the
Company shall elect which and how much of the Payments shall be eliminated or
reduced consistent with the requirements of this Section 6(c)(iv) and
shall notify the Executive promptly of such election.  Within five business days thereafter, the
Company shall pay to or distribute to or for the benefit of the Executive such
amounts as are then due to the Executive under this Agreement.  All fees and expenses of the Accounting Firm
incurred in connection with the determinations contemplated by this Section 6(c)(iv) shall
be borne by the Company.


 


3.             As a result of the uncertainty in the application of Section 280G
of the Code at the time of the initial determination by the Accounting Firm
hereunder, it is possible that Payments will have been made by the Company
which should not have been made (“Overpayment”) or that additional Payments
which will not have been made by the Company could have been made (“Underpayment”),
in each case, consistent with the calculations required to be made
hereunder.  In the event that the
Accounting Firm, based upon the assertion of a deficiency by the Internal
Revenue Service against the Executive which the Accounting Firm believes has a
high probability of success, determines that an Overpayment has been made, any
such Overpayment paid or distributed by the Company to or for the benefit of
the Executive shall be repaid to the Company; provided, however, that no amount
shall be payable by the Executive to the Company if and to the extent such payment
would not either reduce the amount on which the Executive is subject to tax
under Section 1 and Section 4999 of the Code or generate a refund of
such taxes.  In the event that the
Accounting Firm, based upon controlling precedent or other substantial
authority, determines that an Underpayment has occurred, any such Underpayment
shall be promptly paid by the Company to or for the benefit of the Executive
together with interest at the applicable federal rate provided for in Section 7872(f)(2) of
the Code.


 


7.             Death
or Disability.  In the event of
Executive’s death or disability, the Employment Period will automatically
terminate effective as of the date of such death or disability.  As used in this Agreement, the term “disability”
shall mean inability on the part of Executive for a period of more than six (6) months
in the aggregate during any twelve (12) consecutive month period to perform the
services contemplated under this Agreement. 
A determination of disability shall be made by a physician satisfactory
to both Executive and the Company, provided that if Executive and the Company
do not agree on a physician, Executive and the Company shall each select a
physician and these two physicians together shall select a third physician,
whose determination as to disability shall be binding on all parties.


 


8.             Change
in Control.


 


a.             If Executive’s employment is terminated by the Company
without Cause or by Executive for Good Reason within six (6) months before
and in anticipation of, or twelve (12) months after, a Change in Control (as
defined in Paragraph (b) of this Section 8), Executive 


 


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shall be entitled to receive a supplemental
bonus payment (the “Change in Control Payment”) from the Company equal to one
and one-half (1.5) times the sum of (x) Executive’s then current Base
Salary and (y) Executive’s Annual Target Bonus Amount (as defined in Section 3(b) above)
for the year in which Executive’s employment is terminated or, if greater, for
the year in which the Change in Control occurs. 
The Change in Control Payment shall be paid to Executive within fifteen
(15) days after: (i) the Change in Control if Executive’s employment was
terminated within six (6) months before the Change in Control; or (ii) the
termination of Executive’s employment by the Company if Executive’s employment
terminates within twelve (12) months after the Change in Control.  Executive shall also be entitled to
continuation of all benefits under Section 4(a) hereof at the same
cost to Executive as is applicable to active employees of the Company until the
earlier of (x) the eighteen-month anniversary of the termination date and (y) the
date on which Executive is provided comparable benefits from any other
source.  In addition, all stock options,
restricted stock, restricted stock units and other equity-based interests held
by Executive shall vest and become immediately exercisable.  If Executive is entitled to a Change in
Control Payment and benefits under this Section 8(a), Executive shall not
have any rights to receive any severance payments or benefits pursuant to Section 6(c) hereof.  If Executive’s employment by the Company
terminates within six (6) months prior to the Change in Control and
Executive received severance payments pursuant to Section 6(c) hereof,
any amounts so paid by the Company to Executive shall be deducted from any
Change in Control Payment otherwise payable to Executive pursuant to this Section 8(a).


 


b.             A “Change in Control” will be deemed to have occurred if
(i) a Takeover Transaction occurs, or (ii) any election of directors
of FGX Holdings takes place (whether by the directors then in office or by the
stockholders at a meeting or by written consent) and a majority of the
directors in office following such election are individuals who were not
nominated by a vote of two-thirds of the members of the Board of Directors
immediately preceding such election, or (iii) FGX Holdings effectuates a
complete liquidation of FGX Holdings or a sale or disposition of all or substantially
all of its assets.  A “Change in Control”
shall not be deemed to include, the recapitalization of FGX Holdings or any
transactions related thereto, consummated on or prior to the Effective Date.


 


c.             A “Takeover Transaction” shall mean (i) a merger or
consolidation of FGX Holdings with any other Person, other than a merger or
consolidation in which the individuals who were members of the Board of
Directors of FGX Holdings immediately prior to such transaction continue to
constitute a majority of the board of directors of the surviving corporation or
any parent thereof for a period of not less than twelve (12) months following
the closing of such transaction, or (ii) when any Person becomes after the
date hereof the beneficial owner of securities of FGX Holdings representing
more than fifty percent (50%) of the total number of votes that may be cast for
the election of directors of FGX Holdings, excluding any Person that is
excluded from the definition of “beneficial owner” under Rule 16(a)-1(a)(1) under
the Exchange Act.


 


For purpose of this
Agreement:  (i) the term “Affiliate”
shall have the meaning set forth in Rule 144 under the Securities Act of
1933, as amended; (ii) the term “beneficial owner” shall have the meaning
set forth in Rule 13d-3 under the Exchange Act; (iii) the term “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended; and (iv) the
term “Person” shall have the meaning ascribed to such term under Section 3(a)(9) of
the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include 


 


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(1) FGX Holdings or any of its
subsidiaries, (2) a trustee or other fiduciary holding securities under an
employee benefit plan of FGX Holdings or any of its Affiliates, (3) an
underwriter temporarily holding securities pursuant to an offering of such
securities, or (4) a corporation owned, directly or indirectly, by the
stockholders of FGX Holdings in substantially the same proportions as their
ownership of stock of FGX Holdings.


 


9.             Non-Competition.  During the Employment Period and after
termination of Executive’s employment hereunder, whether or not such
termination is without Cause or for Good Reason, Executive shall not be
involved in the Restricted Business Activities, as defined below, for the
period ending twelve (12) months after the date of termination of Executive’s
employment (the “Non-compete Period”) provided that the Company has not
otherwise breached its obligations under the Agreement.  As used in this Agreement, the term “Restricted
Business Activities” shall mean any business which markets and sells to
customers of a class or category to which FGX Holdings or any of its
subsidiaries, markets and sells at the time Executive’s employment terminated
products or services marketed and sold by FGX Holdings or any of its
subsidiaries at such time or products or services which at such time FGX
Holdings or any of its subsidiaries was actively considering marketing and
selling to such customers.  During the
Non-compete Period, Executive shall not, without the written approval of the
Company, directly or indirectly, either as an individual, partner, joint
venturer, employee or agent for any person, company, corporation or
association, or as an officer, director or stockholder of a corporation or
otherwise, enter into or engage in or have a proprietary interest in the
Restricted Business Activities other than the ownership of (a) the stock
of FGX Holdings then held by Executive, and (b) no more than five percent
(5%) of the securities of any other publicly-held company.


 


Executive recognizes and agrees that because
a violation by him of his obligations under this Section 9 will cause
irreparable harm to FGX Holdings or any of its subsidiaries that would be
difficult to quantify and for which money damages would be inadequate, any
party included in the definition of FGX Holdings or any of its subsidiaries
shall have the right to injunctive relief to prevent or restrain any such
violation, without the necessity of posting a bond.  The Non-compete Period will be extended by
the duration of any violation by Executive of any of his obligations under this
Section 9.


 


Executive expressly agrees that the
character, duration and scope of his obligations under this Section 9 are
reasonable in light of the circumstances as they exist at the date upon which
this Agreement has been executed. 
However, should a determination nonetheless be made by a court of
competent jurisdiction at a later date that the character, duration or
geographical scope of such obligations is unreasonable in light of the
circumstances as they then exist, then it is the intention of both Executive
and the Company that Executive’s obligations under this Section 9 shall be
construed by the court in such a manner as to impose only those restrictions on
the conduct of Executive which are reasonable in light of the circumstances as
they then exist and necessary to assure the Company of the intended benefit of
Executive’s obligations under this Section 9.


 


10.           Confidentiality Covenants.   The
Company will not disclose the terms and conditions of Executive’s employment,
unless it is required by law to do so.


 


11.           Section 409A.  To the extent that the Executive otherwise
would be entitled to any payment (whether pursuant to this Agreement or
otherwise) during the six (6) months 


 


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beginning on the Termination Date that would be subject to the
additional tax imposed under Section 409A of the Code (“Section 409A”),
(x) the payment shall not be made to the Executive during such six (6) month
period and (y) the payment, together with interest at the applicable
federal rate provided for in Section 7872(f)(2) of the Code shall be
paid to the Executive on the earlier of the six-month anniversary of the
Termination Date or the Executive’s death. 
Similarly, to the extent that the Executive otherwise would be entitled
to any benefit (other than a payment) during the six months beginning on the
Termination Date that would be subject to the Section 409A additional tax,
the benefit shall be delayed and shall begin being provided (together, if
applicable, with an adjustment to compensate the Executive for the delay) on
the earlier of the six-month anniversary of the Termination Date, or the
Executive’s death.


 


12.           Governing
Law/Jurisdiction.  This Agreement
shall be governed by and interpreted and governed in accordance with the laws
of the State of Rhode Island.  The
parties agree that this Agreement was made and entered into in Rhode Island and
each party hereby consents to the jurisdiction of a competent court in Rhode
Island to hear any dispute arising out of this Agreement.


 


13.           Entire
Agreement.  This Agreement
constitutes the entire agreement between the parties hereto with respect to the
subject matter hereof and thereof and supersedes and cancels any and all
previous agreements, written and oral, regarding the subject matter hereof
between the parties hereto, with the exception of the Proprietary Rights Agreement
with the Company signed by Executive. 
This Agreement shall not be changed, altered, modified or amended,
except by a written agreement signed by both parties hereto.


 


14.           Notices.  All notices, requests, demands and other
communications required or permitted to be given or made under this Agreement
shall be in writing and shall be deemed to have been given if delivered by
hand, sent by generally recognized overnight courier service, telex or
telecopy, or certified mail, return receipt requested.


 


(a)                                  to the Company
at:


500 George Washington Highway


Smithfield, Rhode Island 02917


Attn: 
Chief Executive Officer


 


(b)                                 to Executive
at:


the last home address appearing on the
Company’s records


 


Any such notice or other communication will
be considered to have been given (i) on the date of delivery in person, (ii) on
the third day after mailing by certified mail, provided that receipt of
delivery is confirmed in writing, (iii) on the first business day
following delivery to a commercial over-night courier or (iv) on the date
of facsimile transmission (telecopy) provided that the giver of the notice
obtains telephone confirmation of receipt.


 


Either party may, by notice given to the
other party in accordance with this Section, designate another address or person
for receipt of notices hereunder.


 


15.           Severability.  If any term or provision of this Agreement,
or the application thereof to any person or under any circumstance, shall to
any extent be invalid or unenforceable, 


 


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the remainder of this Agreement, or the application of such terms to
the persons or under circumstances other than those as to which it is invalid
or unenforceable, shall be considered severable and shall not be affected
thereby, and each term of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.  The
invalid or unenforceable provisions shall, to the extent permitted by law, be
deemed amended and given such interpretation as to achieve the economic intent
of this Agreement.


 


16.           Waiver.  The failure of any party to insist in any one
instance or more upon strict performance of any of the terms and conditions
hereof, or to exercise any right or privilege herein conferred, shall not be
construed as a waiver of such terms, conditions, rights or privileges, but same
shall continue to remain in full force and effect.  Any waiver by any party of any violation of,
breach of or default under any provision of this Agreement by the other party
shall not be construed as, or constitute, a continuing waiver of such
provision, or waiver of any other violation of, breach of or default under any
other provision of this Agreement.


 


17.           Successors
and Assigns.  This Agreement shall be
binding upon the Company and any successors and assigns of the Company and
shall inure to the benefit of Executive and his heirs, personal representations
and assigns.


 


18.           Indemnification.  The Company shall indemnify Executive to the
maximum extent permitted under applicable law against all liabilities and
expenses, including amounts paid in satisfaction of judgments, in compromise,
or as fines and penalties, and counsel fees, reasonably incurred by him in
connection with the defense or disposition of any civil, criminal,
administrative, or investigative action, suit or other proceeding, whether
civil or criminal, in which he may be involved or with which he may be
threatened, while an officer or director of the Company or FGX Holdings or any
of their direct or indirect subsidiaries or affiliates or thereafter, by reason
of his being or having been an officer or director of the Company or FGX
Holdings or any of the their direct or indirect subsidiaries or
affiliates.  Expenses (including
attorneys’ fees) incurred by Executive in defending any such action, suit or
other proceeding shall be paid by the Company in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking
by or on behalf of Executive to repay such amount if it shall be ultimately
determined that he is not entitled to be indemnified by the Company.  The right of indemnification provided herein
shall not be exclusive of or affect any other rights to which Executive may be
entitled.  The provisions hereof shall
survive expiration or termination of this Agreement for any reason whatsoever.


 


19.           Counterparts.  This Agreement may be executed in
counterparts and by facsimile, each of which shall be an original with the same
effect as if the signatures thereto and hereto were upon the same instrument.


 


20.           Third
Party Beneficiaries.  Each of the
parties hereto agree that FGX Holdings and each of its subsidiaries is and
shall be deemed an intended third party beneficiary of the Company’s rights
under Section 9 of this Agreement with full rights to enforce the provisions
thereof as if a signatory hereto.


 


21.           Attorney’s
Fees.  In any action or proceeding
brought to enforce any provision of this Agreement, the prevailing party shall
be entitled to recover reasonable attorneys’ fees and costs from the other
party to the action or proceeding. For purposes of this Agreement, the 


 


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“prevailing
party” shall be deemed to be that party who obtains substantially the
result sought, whether by settlement, mediation, judgment or otherwise, and “attorneys’ fees” shall include,
without limitation, the actual attorneys’ fees incurred in retaining counsel
for advice, negotiations, suit, appeal or other legal proceeding, including
mediation and arbitration.


 


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11

















 


IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first written above.


 


	
   

  	
  FGX INTERNATIONAL INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Alec Taylor

  
	
   

  	
  Name:

  	
  Alec Taylor

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
				



 


	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Robert Grow

  
	
   

  	
  Name: 

  	
  Robert Grow

  



 


[Signature
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