Exhibit 10.1


 


AMENDMENT NO. 2


TO THE


AMENDED AND RESTATED


EMPLOYMENT AGREEMENT


 


This
Amendment No. 2 to the Amended and Restated Employment Agreement is made
as of November 6, 2009 by and among FGX International Inc., a Delaware
corporation (the “Company”), Alec Taylor, a resident of the State of Rhode
Island (the “Executive”) and FGX International Holdings Limited, a British
Virgin Islands corporation (“FGX Holdings”).


 


WHEREAS,
the Company, the Executive and FGX Holdings are parties to a certain amended and
restated Employment Agreement dated as of December 19, 2006, as amended as
of December 5, 2008 (the “Agreement”);


 


WHEREAS,
pursuant to and in accordance with Section 20 of the Agreement, the
Company, the Executive and FGX Holdings desire to amend the Agreement.


 


NOW,
THEREFORE, in consideration of the foregoing promises and agreements contained
herein, and for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Company, the Executive and FGX Holdings agree
as follows:


 


1.             The second sentence of Section 6(f) of
the Agreement is amended by redesignating clauses (i), (ii), (iii) and (iv) thereof
as clauses (ii), (iii), (iv) and (v), respectively, and by adding the
following after the colon therein:


 


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


 


2.             Section 7(b)(iii) of
the Agreement is amended in its entirety to read as follows:


 


(iii) 
commencing on the date of termination, the Company shall provided the Executive
with a severance package for twenty-four (24) months (the “Severance
Period”) which shall consist of (i) payment during the
Severance Period on the first business day of each month of an amount equal to
one-twelfth of Executive’s then current Base Salary under Section 4(a) hereof;
(ii) payment during the Severance Period on the first business day of each
month of an amount equal to one-twelfth of the amount of the Base Bonus (as
defined in Section 4(b) above) for the year in which the Executive’s
employment is terminated (determined without regard to whether any performance
metric established by the Board pursuant to Section 4(b) above is
satisfied); (iii) continuation of all benefits under Section 5(a) hereof
at the same cost to the Executive as is applicable to active employees of the
Company; provided, however, that benefits under Section 5(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 payment made during the Severance Period
shall be deemed to 


 


1

















 


be a separate payment within the meaning of Section 409A of the
Code and the regulations thereunder.


 


3.             The first 3 sentences of Section 8(a) of
the Agreement are amended in their entirety to read as follows:


 


(a) 
If the Executive’s employment is terminated by the Company without Cause or by
the 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 shall be entitled to
receive a supplemental bonus payment (the “Change in Control Payment”)
from the Company equal to two (2) times the sum of (x) the Executive’s
then current Base Salary plus (y) the amount of the Base Bonus (as defined
in Section 4(b) above) for the year in which the Executive’s
employment is terminated (determined without regard to whether any performance
metric established by the Board pursuant to Section 4(b) above is
satisfied).  The Change in Control
Payment shall be paid to the Executive within fifteen (15) days after: (i) the
Change in Control if the Executive’s employment was terminated within six (6) months
before the Change in Control; or (ii) the termination of the Executive’s
employment by the Company if the Executive’s employment terminates within
twelve (12) months after the Change in Control. The Executive shall also be
entitled to continuation of all benefits under Section 5(a) hereof at
the same cost to the Executive as is applicable to active employees of the
Company until the earlier of (x) the two-year anniversary of the
termination date and (y) the date on which the Executive is provided
comparable benefits from any other source.


 


4.             Section 8(c) of
the Agreement is amended in its entirety to read as follows:


 


(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 


 


2

















 


not include (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.


 


5.            Except as
expressly provided herein, no other modifications or amendments to the
Agreement are being made and, with the exception of the amendment set forth
herein, the terms and conditions of the Agreement are hereby ratified and
confirmed.


[Signatures Appear on Next Page]


 


3

















 


IN WITNESS WHEREOF, the parties have executed this
Amendment No. 2 as of the date first written above.


 


	
   

  	
  FGX
  INTERNATIONAL INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Anthony Di Paola

  
	
   

  	
  By: Anthony
  Di Paola

  
	
   

  	
  Title: Executive
  Vice President

  
	
   

  	
   

  
	
   

  	
  FGX
  INTERNATIONAL HOLDINGS LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Anthony Di Paola

  
	
   

  	
  By:
  Anthony Di Paola

  
	
   

  	
  Title:
  Executive Vice President

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Alec Taylor

  
	
   

  	
  Alec
  Taylor

  



 


4