**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K/A**

**AMENDMENT NO. 1 TO FORM 10-K**

 

**(Mark One)**

 

x      **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934**

 

**Forthe fiscal year ended January 2, 2010**

 

**Or**

 

o       **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934**

 

**Forthe transition periodfrom                        to**

 

**CommissionFile Number: 001-33760**

 

**FGXINTERNATIONAL HOLDINGS LIMITED**

(Exact name ofregistrant as specified in its charter)

 

| **Delaware**                                     | ** ** | **98-0475043**                     |
|--------------------------------------------------|------------|------------------------------------|
| (State or other  jurisdiction of  incorporation) | ** ** | (IRS Employer  Identification No.) |

 

**500George Washington Highway**

**Smithfield,RI 02917**

(Address ofprincipal executive offices) (zip code)

 

**(401) 231-3800**

(Registrant’stelephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

| **Title of  each class**       | ** ** | **Name of  each exchange on which  registered** |
|--------------------------------|------------|-------------------------------------------------|
| Ordinary shares,  no par value |       | The NASDAQ  Global Market                       |

 

Securitiesregistered pursuant to Section 12(g) of the Act:  **None**

 

Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act. Yes o    No x

 

Indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or Section 15(d) ofthe Act. Yes o    No x

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes x    No o

 

Indicate by check markwhether the registrant has submitted electronically and posted on its corporatewebsite, if any, every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) duringthe preceding 12 months (or for such shorter period that the registrant wasrequired to submit and post such files). Yes o    No o

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to thebest of registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K.    o

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer or a smaller reporting company. See definition of “largeaccelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2of the Exchange Act.

 

| Large  accelerated filer o                |   | Accelerated  filer x         |
|------------------------------------------------|--------|-----------------------------------|
|                                           |   |                              |
| Non-accelerated  filer o                  |   | Smaller  reporting company o |
| (Do not check if  a smaller reporting company) |   |                              |

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theAct). Yes o    No x

 

As of the last businessday of our most recently completed second fiscal quarter, the aggregate marketvalue of the voting shares held by non-affiliates was $173.9 million, based onthe number of shares held by non-affiliates of the registrant as of July 4,2009 and the reported last sale price of ordinary shares on July 2, 2009.

 

Number of theregistrant’s ordinary shares, no par value, outstanding as of March 5,2009:22,280,522.

 

Documentsincorporated by reference:**None**

 

 

 

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**EXPLANATORY NOTE**

 

This Amendment No. 1 to the Form 10-K filedby FGX International Holdings Limited (“we” or the “Company”) on March 8,2010 (the “2009 Form 10-K”) is being filed to include information requiredby Part III of Form 10-K. Except where a specific date is used, theinformation herein speaks as of the date of the Company’s 2009 Form 10-K. After that filing, upon the closing of the Company’s acquisition by EssilorInternational (“Essilor”) on March 12, 2010, (i) all of the Company’soutstanding ordinary shares (“Ordinary Shares”) were converted into the rightto receive $19.75 per share in cash, (ii) 1234 Acquisition Sub Inc., awholly-owned subsidiary of Essilor (“Merger Sub”), merged into the Company(the “Merger”), (iii) the Company became a wholly-owned subsidiary ofEssilor, and (iv) the members of the Company’s Board of Directors listedin Item 10 resigned and were replaced by directors designated by Essilor. Trading in the Company’s Ordinary Shares on the Nasdaq Global Market wassuspended promptly after the Merger. Following the Merger, the Company, whichhad been a British Virgin Islands business company, changed its domicile andbecame a Delaware corporation.

 

The Compensation Committee’s report that accompaniesthe Compensation Discussion and Analysis with respect to fiscal 2009 in Item 11is the report of the members of the Committee who served during 2009and speaks as of the date of the Company’s 2009 Form 10-K.

 

We have also included as exhibits currently datedcertifications required under Section 302 of the Sarbanes-Oxley Act of2002. We are amending and refiling Part IV to reflect the inclusion ofthose certifications. Because no financial statements are contained in thisAmendment No. 1, we are not including certifications pursuant to Section 906of the Sarbanes-Oxley Act of 2002.

 

Except as described above, no other amendments arebeing made to the 2009 Form 10-K and this Amendment No. 1 on Form 10-K/Adoes not reflect any events occurring after the filing of the 2009 Form 10-Kon March 8, 2009.

 

**PART III**

 

**Item 10**                  Directors,Executive Officers and Corporate Governance

** **

**Board of Directors**

 

Set forth below is a list of, and certain informationabout, our directors.

 
| **Name**         | ** ** | **Age**    | ** ** | **Business Experience and Other Directorships**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | ** ** | **Director  Since** |
|------------------|------------|------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------|
| ** **       | ** ** | ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ** ** | ** **          |
| Alec  Taylor     |       | 56         |       | Mr. Taylor  has been our Chief Executive Officer since October 2005. Before joining  us, he was President and Chief Operating Officer of Chattem, Inc., a  publicly traded manufacturer and marketer of health and beauty products,  toiletries and dietary supplements, from January 1998 to  September 2005 and a director of Chattem from 1993 to 2005.  Mr. Taylor was previously an attorney with Miller and Martin in  Chattanooga, Tennessee, from 1978 to January 1998. Within the past five  years, Mr. Taylor has also been a director of Constar International Inc.

 

Mr. Taylor’s  strong executive leadership before and since the Company’s initial public  offering, notably his management experience, business acumen and knowledge of  our customers and channels of distribution, are highly valued by the Board. |       | 2005                |
|             |       |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |       |                |
| Jared  Bluestein |       | 35         |       | Mr. Bluestein  served as a director of a predecessor company of the Company,  AAi.FosterGrant, Inc., beginning in April 2002. He has been the  Chief Operating Officer of Berggruen Holdings Ltd., a private investment  firm, since June 1996.

 

Mr. Bluestein’s  extensive investment banking and private equity portfolio company management  experience, as well as his perspective as the representative of a major  stockholder of the Company, have benefited the Board.                                                                                                                                                                                                                                                                                                                                                                          |       | 2004                |

 

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| **Name**            | ** ** | **Age**    | ** ** | **Business Experience and Other Directorships**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | ** ** | **Director  Since** |
|---------------------|------------|------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------|
| ** **          | ** ** | ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ** ** | ** **          |
| Zvi  Eiref          |       | 71         |       | Mr. Eiref  served as Vice President Finance and Chief Financial Officer of  Church & Dwight Co., Inc., a publicly traded developer,  manufacturer and marketer of household, personal care and specialty products,  from 1995 to September 2006, and as its Vice President Investor  Relations and M&A from September 2006 until his retirement in December 2006.  From 1988 to 1995, Mr. Eiref was the Senior Vice President Finance for  Chanel, Inc. Within the past five years, Mr. Eiref has also been a  director of Physicians Formula Holdings, Inc. and Unigene  Laboratories Inc.

 

Mr. Eiref  has extensive experience in the areas of accounting, finance, audit, and  taxation and valuable knowledge of financial and regulatory reporting  requirements. He serves as Chair of the Board’s Audit Committee and is a  member of the Nominating and Corporate Governance Committee, and the Board  has benefited from his leadership in those areas.                                                                                                    |       | 2007                |
|                |       |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |       |                |
| Charles  J. Hinkaty |       | 60         |       | Mr. Hinkaty  was the President and Chief Executive Officer of Del Laboratories, Inc.,  a manufacturer and marketer of cosmetics and over the counter pharmaceuticals,  from August 2005 until his retirement in January 2008. Previously,  Mr. Hinkaty was the Chief Operating Officer of Del  Laboratories, Inc. from January 2005 until August 2005. Prior  to that, Mr. Hinkaty was Vice President of Del Laboratories, Inc.,  and President of its subsidiary, Del Pharmaceuticals, Inc., since 1985.  Within the past five years, Mr. Hinkaty has also been a director of Del  Laboratories, Inc. and Physicians Formula Holdings, Inc.

 

Mr. Hinkaty  is an experienced business leader with the skills necessary to serve as the  company’s Lead Independent Director. Mr. Hinkaty served in the Lead  Independent Director role during 2009, and the Company has benefited from his  perspectives and leadership. He also serves on the Audit Committee and the Compensation  Committee and the Board highly values his contributions in these roles. |       | 2008                |
|                |       |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |       |                |
| Robert  L. McDowell |       | 68         |       | Mr. McDowell  served as the Chairman of the Board and Chief Executive Officer of Olan  Mills, Inc., a portrait photography company, from January 2005  until his retirement in December 2007, and as its President and Chief  Executive Officer from 1996 until December 2004. Before that,  Mr. McDowell served as the Chairman and Chief Executive Officer of Eye  Care Centers of America, Inc., a retail super-optical chain, from 1993  to 1996 and Senior Vice President of Sears, Roebuck and Co., from 1989  to 1993.

 

Mr. McDowell  brings to the Board not only extensive management and retailing expertise but  also knowledge of the optical products industry. He serves as chairman of the  Board’s Compensation Committee and the Board has benefited from his range of  knowledge and leadership in that area, as well as from his contributions as a  member of the Nominating and Corporate Governance Committee.                                                                                                                                                            |       | 2007                |
|                |       |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |       |                |
| Jennifer D. Stewart |       | 38         |       | Ms. Stewart has been Managing Director of JStar Holdings since  May 2009. Ms. Stewart was a Managing Director of Berggruen  Holdings Ltd. from August 2005 until May 2009. Before that,  Ms. Stewart was a Managing Partner of The 180                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |       | 2006                |

 

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| **Name**              | ** ** | **Age** | ** ** | **Business Experience and Other Directorships**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | ** ** | **Director  Since** |
|-----------------------|------------|---------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------|
|                  |       |    |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |       |                |
|                  |       |    |       | Group, a private equity firm, from September 2001 to  July 2005. From May 2004 to September 2004, Ms. Stewart  also served as the Interim CEO of The Mexmil Company, an aviation interiors  product and service provider.

 

Ms. Stewart’s investment banking, corporate finance and  executive management experience, as well as the perspective she gained  serving as the representative of a major stockholder of the Company, are  highly valued by the Board.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |       |                |
|                  |       |    |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |       |                |
| Alfred  J. Verrecchia |       | 67      |       | Mr. Verrecchia  is Chairman of the Board of Hasbro, Inc., a publicly traded, worldwide  leader in children’s and family leisure time entertainment products and  services. From 2003 until his retirement in May 2008,  Mr. Verrecchia was President and Chief Executive Officer of Hasbro.  Prior to 2003, Mr. Verrecchia was Hasbro’s President and Chief Operating  Officer. Within the past five years, Mr. Verrecchia has also been a  director of CVS Corp., Iron Mountain and Old Stone Corp.

 

With  his years of experience as both chief executive and chief operating officer  at Hasbro, and his experience serving on the board of other public companies,  Mr. Verrecchia brings to the Board critical insights into the executive  and operational requirements of a public company and its board.  Mr. Verrecchia serves as chairman of the Board’s Nominating and  Corporate Governance Committee and also serves as a member of the Audit Committee  and the Compensation Committee. His insights and perspectives in these roles  are invaluable to the Board. |       | 2009                |

 

The terms of our directors expire at the next AnnualMeeting of Shareholders, subject to their earlier death, resignation orremoval. See “Explanatory Note” for a description of subsequent developments.

 

**Audit Committee**

 

The Company has astanding Audit Committee the members of which during 2009 were Messrs. Eiref(Chair), Hinkaty and Verrecchia. Mr. Eiref is an audit committee financialexpert, as defined by the Securities and Exchange Commission and is independentunder the criteria established by the Nasdaq Stock Market.

 

**Section 16(a) Beneficial Ownership ReportingCompliance**

 

Section 16(a) ofthe Exchange Act requires our directors, executive officers and persons owningmore than 10% of our registered equity securities to file with the Securitiesand Exchange Commission reports of their initial ownership and of changes intheir ownership of our ordinary shares and to provide us with copies of all Section 16(a) reportsthey file. To our knowledge, based solely on our review of copies of reportsfurnished to us, during fiscal 2009, our directors, officers and 10%shareholders complied with all Section 16(a) filing requirements,except that Berggruen Holdings Ltd and its affiliates filed three late reportsof multiple transactions involving an aggregate of 27,600 shares.

 

The information regardingthe Company’s executive officers and its code of ethics required by Part III,Item 10 was included in the Company’s 2009 Form 10-K.

 

**Item 11**                  **Executive Compensation**

 

**Compensation Discussion andAnalysis**

 

This Compensation Discussionand Analysis addresses the Company’s executive compensation program generally,with particular focus on the executive officers whose compensation for 2009 isshown in the Summary Compensation Table that follows this discussion (the“named executive officers”).

 

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***ExecutiveCompensation Philosophy and Objectives***

 

The primary goal of theFGX executive compensation program is to attract, motivate, retain and rewardtalented leaders who create long-term value for our shareholders. This goalinfluences the compensation elements our Compensation Committee uses and theCommittee’s compensation decisions. Our executive compensation program has beendesigned to reward sustained financial and operating performance and leadershipexcellence, align the executives’ long-term interests with those of ourshareholders and motivate executives to remain with the company for long andproductive careers.

 

The key considerationsaffecting the determination of compensation by the Compensation Committee forthe named executive officers, historically and continuing in 2009, have been:

 

·      **Risk.** The Compensation Committee seeks toprovide an appropriate mix of compensation elements with a balance betweencurrent versus long-term compensation and cash versus equity compensation. Cashpayments primarily reward short- to mid-term performance, and equity compensationawards encourage our named executive officers to continue to deliver resultsover a longer period of time and serve as a retention tool. The CompensationCommittee believes that a significant portion of a named executive officer’scompensation should be at risk by being tied to Company operating performance.The primary responsibility of the Company’s executive management team is todrive the performance of the Company and create value for the Company’sshareholders. If the Company fails to achieve its financial goals, and/or ifthe Company’s share price does not rise, a significant portion of anexecutive’s total compensation package should not be realized.

 

·      **Discretion and Judgment.** Except with respect to annual cashincentive awards, which depend on the Company’s achieving a specificquantitative performance objective, the Compensation Committee does not utilizerigid formulas in determining the amount and mix of a named executive officer’scompensation. In making compensation decisions, the Compensation Committee usesdiscretion and judgment to evaluate a broad range of both quantitative andqualitative factors, including performance in the context of the economicenvironment relative to other similarly situated companies, a track record ofintegrity and good judgment, the vision and ability to create further growthand the ability to lead others.

 

·      **Significance of Company Results.**The Compensation Committee primarilyevaluates the named executives’ contributions to the Company’s overallperformance rather than focusing only on their individual business or function.The Committee believes that the named executive officers share theresponsibility to support the goals and performance of the Company, as keymembers of the Company’s leadership team. This philosophy fosters anenvironment of teamwork and maximizes Company performance as a whole, as opposedto an environment of individual achievement. Although this compensationphilosophy influences all of the Compensation Committee’s decisions, it isparticularly applicable to annual cash incentive awards and equity compensationawards.

 

***Benchmarking ofCompetitive Compensation Practices***

 

As described in detail inthe proxy statement for the 2009 Annual Meeting of Shareholders (the “2009proxy statement”), in December 2008, the Committee’s compensationconsultant, Wilson Group, compiled composite compensation data from surveys ofnon-durable goods companies and other companies with annual revenuessubstantially similar to that of the Company as well as from a peer group ofsimilarly situated and focused publicly traded companies with which we wouldexpect to compete for executive officer talent. For competitive benchmarkingpurposes, the positions of the Company’s named executive officers were comparedto their counterpart positions in the composite data, and the compensationlevels for comparable positions in the Wilson Group composite data wereexamined for guidance in analyzing the base salaries, annual cash incentiveawards, equity compensation, total cash compensation and total compensation ofour executive officers for 2008. The Compensation Committee did not believethat it would be beneficial to undertake the expense of renewing this analysisin 2009, so it used the Wilson Group benchmarking data in its analysis of thenamed executive officers’ compensation in 2009.

 

***Analysis ofElements of Executive Compensation***

 

A portion of the 2009compensation of all of the named executive officers, except Mr. Kornhauser,was fixed before the Company’s 2007 initial public offering. Each of such namedexecutive officers had previously entered into an employment agreement, theprincipal terms of which are described below under “Executive Compensation—ExecutiveEmployment Agreements,” and the Company’s Board of Directors and itsCompensation Committee as of the date of the 2009 Form 10-K had noinvolvement with those aspects of their compensation.

 

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*BaseSalary*

 

Our objective for thebase salary component of executive compensation is approximately the median ofthe marketplace where the Company compares itself to others and competes fortalent. Individuals with unique critical talent may be compensated above marketmedian (i.e., up to approximately the 75th percentile of the market). Althoughwe do not limit our base salaries solely to predetermined percentiles of benchmarkingdata, we believe that utilizing base salaries in the range of the 50th to 75thpercentile allows us to compete for and retain the executives we need tooperate our business successfully. We further believe that the salary levelshould reflect the scope of responsibilities of the executive relative toothers within the Company. Salary increases are based on a combination ofindividual performance, internal equity of pay, and the skills and competenciesdemonstrated by the executive.

 

The employment agreementsof the named executive officers establish a base salary, which may be increasedafter the first year by the Board of Directors or a committee of the Board. Basesalaries for the named executive officers are reviewed annually by theCompensation Committee to ensure that the proper amount of compensation isbeing paid to the named executive officers commensurate with the services theyperform for us. The Compensation Committee approved increases in base salaryfor all the named executive officers during 2008. It also approved an increasein Mr. Crellin’s salary for 2009 due to his assuming the additional dutiesof President of Dioptics Medical Products, Inc., which the Companyacquired in the fourth quarter of 2008. During 2009, the Compensation Committeereviewed the officers’ salaries in light of economic conditions at the time,taking into consideration the Wilson Group’s 2008 benchmarking analysis, anddetermined that the base salaries of the named executive officers met theCompany’s compensation objectives and did not require further adjustment.

 

The base salaries paid tothe named executive officers for 2009 are shown in the 2009 SummaryCompensation Table below.

 

*AnnualCash Incentive Awards*

 

The Company offers anannual cash incentive award as part of executive compensation to place aportion of compensation at risk in order to incent the executive to achieve aspecific Company financial performance goal. Our objective for the annual cashincentive awards is that the target cash payout should reflect the level ofinfluence and impact that we expect an executive to have on the Company and itsdesired financial results. Further, if key performance goals are achieved, theannual cash incentive award payout should achieve a market competitive position(i.e., approximately the 50th percentile of the market); if the performancegoal is exceeded, the payout should reflect a commensurate level of marketcompetitiveness (i.e., approximately the 75th percentile of the market).Although we do not limit our annual cash incentive awards solely to apredetermined percentile of benchmarking data, we believe that it is essentialfor us to offer payout levels under our annual cash incentive program in theapproximate range of the 50th to 75th percentile because the companies withwhich we compete for executive talent offer similar annual cash incentives. Inaccordance with our stated objective that the named executive officers share inthe rewards that come with successful Company performance, the incentive awardsfor key executives are based on a common corporate performance goal as webelieve that this philosophy focuses all of our executives on overall businessresults and ties their goals and interests to those of the Company and itsshareholders.

 

Mr. Taylor is eligibleunder his employment agreement to receive a bonus of 50% of his base salary ifthe Company meets or exceeds the annual performance goals set by theCompensation Committee. He is also eligible to receive, in the discretion ofthe Compensation Committee, an additional bonus of up to 50% of his base salaryif the Company exceeds those goals. In addition, each of Messrs. Flynn,Crellin, Di Paola and Kornhauser were eligible to receive a target annual cashbonus in an amount equal to 50% of the base salary paid to him in 2009. Actualbonuses under the 2009 Cash Bonus Plan were payable based upon our achievementof certain earnings per share (“EPS”) as adjusted for certain items thatoccurred outside the ordinary course of the Company’s business (“adjustedEPS”). The Compensation Committee originally set an EPS target under the 2009Cash Bonus Plan of $1.03, which was adjusted by the Compensation Committee to$0.99 (“EPS Target”) after the sale of our costume jewelry business in July 2009.Achievement of adjusted EPS equal to the EPS Target would produce a bonuspayout equal to 50% of the named executive officer’s base salary, whileachievement of adjusted EPS of between 95% and 105% of the EPS Target wouldproduce a commensurate reduction or increase in the bonus payouts. Achievementof adjusted EPS of 90% to 94.9% of the EPS Target would produce a reduction inthe bonus payout equivalent to three-tenths of a percent for each correspondingone-tenth of a percent decrease in adjusted EPS. Achievement of adjusted EPS of105.1% to 120% of the EPS Target would produce an increase in the bonus payoutequivalent to two-tenths of a percent for each corresponding one-tenth of apercent increase in adjusted EPS. No bonus payout could be made for achievement

 

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of EPS below 90% of theEPS Target, unless authorized by the Compensation Committee, and the bonuspayout to any officer was capped at 135% of his target bonus amount.

 

The CompensationCommittee selected adjusted EPS as a measure of performance because it is a keymetric in our measurement of the Company’s financial performance and is closelyaligned with the interests of our shareholders. The Committee believed that theuse of the adjusted EPS performance criterion adequately reflects thequantitative performance of both the executive officers and the Company as awhole. The Company’s adjusted EPS ($1.03, after adding back $0.08 per share incosts related to the pending acquisition of the Company by Essilor from as-reportedEPS of $0.95) exceeded the EPS Target for 2009. Accordingly, the namedexecutive officers and all other employees participating in the 2009 Cash BonusPlan received bonuses of approximately 104% of their target bonus amounts. Theattainment of the 2009 Cash Bonus Plan EPS Target and calculation of the excessamount were reviewed and approved by the Compensation Committee after the endof 2009.

 

The annual cash incentiveaward paid to each named executive officer for 2009 is shown in the 2009 SummaryCompensation Table below.

 

*EquityCompensation*

 

Our objective for equitycompensation is to motivate executives to make decisions that focus on thelong-term growth of the Company and thereby increase shareholder value and toattract and retain an appropriate caliber of talent. We also recognize thatlong-term equity incentives are almost universally provided at other publiccompanies with which we compete for talent. The level of an executive’s equityawards should be based on the degree to which a particular position is able toimpact the long-term market value of the Company. In addition, the type ofequity ownership should be meaningful, tax effective and consistent with theexecutive’s role. The amount of equity awards should also be consistent with desirablemarket practices and shareholder interests.

 

In December 2008,our Compensation Committee made equity incentive awards to our named executiveofficers as described in the 2009 proxy statement, intending to initiate aregular annual process of considering equity incentive awards to our executiveofficers, including the named executive officers, and other key employees,which is a common practice at other public companies with whom we compete forexecutive talent. However, in light of our pending acquisition by Essilor, theCommittee did not make any equity incentive awards to our named executiveofficers in 2009.

 

*DeferredCompensation Plan*

 

The Company maintains a deferred compensation plan(“Deferred Compensation Plan”), contributions to which are not tax-qualified.The purpose of the Deferred Compensation Plan is to permit key employees whoseannual salary equals or exceeds $100,000, including the named executiveofficers, to elect to defer all or a portion of their base salary to bereceived from us until the earliest of the following to occur: (a) thetermination of his or her employment with us, (b) his or her death,(c) his or her disability or (d) the date of a change in control inthe Company’s ownership or management (as defined in the Deferred CompensationPlan). The Company makes a matching contribution of 25% of the first 6% of anemployee’s enrollment-date base salary. In addition to the elective deferralsdescribed above, the Company may make a discretionary employer contribution toparticipants. Any such contribution would be determined by the CompensationCommittee in its discretion and would be subject to a six-year graduatedvesting schedule. The individual amounts contributed for each participant on adiscretionary basis, if any, may vary from participant to participant, and fromyear to year. All elective deferrals, matching contributions and discretionaryemployer contributions are invested in variable life insurance policies, whichpolicies have investment sub-accounts. Participants may select from a varietyof mutual fund investment alternatives for their investment sub-accounts.Overall investment return for participants is dependent upon the performance ofeach participant’s selected investment alternatives. Under the terms of theDeferred Compensation Plan, the Company will be required to pay out amounts toa participant based upon the investment alternatives selected by theparticipant. All amounts contributed to the Deferred Compensation Plan,including the participant elective deferrals and the discretionary employercontributions, are placed in a grantor rabbi trust and, thus, all such amountsremain subject to the claims of our creditors in the event the Company becomesbankrupt or insolvent.

 

The Company did not make anydiscretionary employer contributions for the accounts of the named executiveofficers for 2009. Employee contributions by the named executive officers andCompany matching contributions are quantified in the Non-Qualified DeferredCompensation Plan Transactions table below.

 

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*OtherBenefits*

 

The Company provides eachnamed executive officer with certain other benefits, including withoutlimitation, an automobile allowance and life insurance. The Company has determinedthat these benefits are typically provided to senior executives of similarconsumer products companies and, accordingly, we believe they are necessary toattract and retain executive talent. These benefits are described beneath the2009 Summary Compensation Table below.

 

***Change inControl and Severance Protections***

 

The Company believes thatseverance protections, particularly in the context of a change in control, areconsistent with competitive practices. The Company believes these provisionsare important motivational and retention tools because, in a time of companygrowth and opportunity, increased consolidation in our industry, and increasedcompetition for executive talent, they provide a measure of earnings securityby offering income protection in the form of severance and continued benefitsif the executive is terminated without cause or in connection with a change incontrol of the Company. This is particularly so for executive-level positionsfor which the opportunities are typically more limited and the job search leadtime longer. In addition, the agreements benefit the Company by enablingexecutives to remain focused on the Company’s business in uncertain timeswithout the distraction of potential job loss. Accordingly, the named executiveofficers’ employment agreements provide for payments of severance compensationand acceleration of vesting of equity awards upon termination of employment incertain circumstances or in the event of a change in control of the Company.

 

The severance provisionscontained in the employment agreements for our named executive officers varyfrom executive to executive and were determined in connection with thenegotiation of each executive’s employment agreement. After a review ofindustry survey data provided by Wilson Group, in November 2009 ourCompensation Committee amended certain of the executive officer employmentagreements to bring them up to industry standards. The amendments increased themultiple of base salary and annual target bonus to be paid as severance inconnection with a qualifying termination of employment, whether occurring priorto or after a change in control (the “Multiple”), to 2.0 for Mr. Taylorand to 1.5 for Messrs. Di Paola, Crellin and Kornhauser. Mr. Flynn’sMultiple was not increased because his Multiple (2.0) was deemed to be withinindustry standards. The agreements with Messrs. Taylor, Flynn, and DiPaola also were amended in December 2009 as part of the negotiationsrelated to the Company’s acquisition by Essilor in order to facilitatepost-closing transition and to maintain business continuity. The details of thearrangements with the named executive officers, including the 2009 amendments,are described below under “Potential Payments upon Termination of Employment orChange in Control.”

 

***Tax andAccounting Treatment***

 

Before determining thecompensation package or an award of stock options or other compensation for anamed executive officer, our Compensation Committee takes into account theimpact of the accounting and tax treatments of the compensation package oraward. Section 162(m) of the Internal Revenue Code may prohibit usfrom taking a tax deduction for certain compensation paid in excess of$1,000,000 to our CEO and other most highly compensated employees. However, qualifyingperformance-based compensation is exempt from the deduction limit providedcertain requirements are met. In addition, we are presently in a post-IPOtransition period during which awards pursuant to our 2007 IncentiveCompensation Plan are exempt.

 

***Other Actions***

 

In late December 2009,the Compensation Committee approved the following arrangements for Mr. Taylorin order to avoid certain anticipated materially adverse tax consequences tothe Company and to Mr. Taylor under Sections 280G and 4999 of the InternalRevenue Code in connection with the Merger: (i) payment of a portion of Mr. Taylor’santicipated bonus for fiscal 2009 under the Company’s previously-announced 2009Cash Bonus Plan in the amount of $240,000 was accelerated and paid prior to December 31,2009 from an original anticipated payment date in February 2010; (ii) vestingof 16,667 restricted stock units (“RSUs”) held by Mr. Taylor wasaccelerated to December 29, 2009 from their original December 3, 2010and December 3, 2011 vesting dates; and (iii) Mr. Taylor waspaid in December 2009 a special cash bonus of $38,688. At the sametime, and also for Sections 280G and 4999 planning purposes, Mr. Taylorexercised 400,000 non-qualified options.  The special bonus waspaid to compensate him for foregoing the Merger consideration for sharesthat the Company did not issue in these transactions for tax withholdingpurposes and to pay the exercise price of the options, and was calculated basedon the difference between the market value of the Company’s ordinaryshares on the accelerated vesting date of such RSUs and/or the exercise date ofthe stock options and the price per share payable to the Company’sshareholders in the Merger.

 

7

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**Compensation CommitteeReport**

 

The CompensationCommittee has reviewed and discussed the foregoing Compensation Discussion andAnalysis with management and, based on this review and discussion, theCompensation Committee recommended to the Board of Directors that the CompensationDiscussion and Analysis be included in this Amendment No. 1 to the 2009 Form 10-Kon Form 10-K/A.

 
|   | By the Compensation  Committee, |
|--------|---------------------------------|
|   |                            |
|   | Robert L. McDowell,  Chair      |
|   |                            |
|   | Charles J. Hinkaty              |
|   |                            |
|   | Alfred J. Verrecchia            |

 

**2009 Summary Compensation Table**

 

The following table setsforth the compensation paid for fiscal years 2007, 2008 and 2009 to our ChiefExecutive Officer, Chief Financial Officer and three other most highlycompensated executive officers during fiscal 2009.

 
| **Name  and Principal Position**                                                  | ** ** | **Year** | ** ** | **Salary********($)(1)** | ** ** | **Bonus  ($)** | ** ** | **Stock********Awards********($)(2)** | ** ** | **Option********Awards********($)(2)** | ** ** | **Non-Equity********Incentive Plan  Compensation********($)(3)** | ** ** | **All  Other********Compensation********($)(4)** | ** ** | **Total  ($)** | ** ** |
|-----------------------------------------------------------------------------------|------------|----------|------------|--------------------------|------------|----------------|------------|---------------------------------------|------------|----------------------------------------|------------|------------------------------------------------------------------|------------|--------------------------------------------------|------------|----------------|------------|
| Alec  Taylor                                                                      |       | 2009     |       | 535,000                  |       | 38,688         | (5)        | —                                |       | —                                 |       | 278,200                                                          |       | 20,463                                           |       | 872,351        |       |
| Chief  Executive Officer                                                          |       | 2008     |       | 528,750                  |       | —         |       | 268,000                               |       | 313,296                                |       | 267,053                                                          |       | 60,708                                           |       | 1,437,807      |       |
|                                                                              |       | 2007     |       | 481,923                  |       | —         |       | —                                |       | —                                 |       | 288,122                                                          |       | 19,977                                           |       | 790,022        |       |
|                                                                              |       |     |       |                     |       |           |       |                                  |       |                                   |       |                                                             |       |                                             |       |           |       |
| John  H. Flynn, Jr.                                                          |       | 2009     |       | 416,200                  |       | —         |       | —                                |       | —                                 |       | 216,424                                                          |       | 19,035                                           |       | 651,659        |       |
| President                                                                         |       | 2008     |       | 415,892                  |       | —         |       | 160,800                               |       | 579,810                                |       | 210,052                                                          |       | 19,457                                           |       | 1,386,011      |       |
|                                                                              |       | 2007     |       | 395,693                  |       | —         |       | —                                |       | —                                 |       | 233,405                                                          |       | 18,699                                           |       | 647,797        |       |
|                                                                              |       |     |       |                     |       |           |       |                                  |       |                                   |       |                                                             |       |                                             |       |           |       |
| Anthony  Di Paola(6)                                                              |       | 2009     |       | 296,400                  |       | —         |       | —                                |       | —                                 |       | 154,128                                                          |       | 12,734                                           |       | 463,262        |       |
| Executive  Vice President, Chief Financial Officer and Treasurer                  |       | 2008     |       | 296,181                  |       | —         |       | 64,320                                |       | 78,324                                 |       | 149,591                                                          |       | 13,038                                           |       | 601,454        |       |
|                                                                              | 2007       |     | 120,577    |                     | 125,000    | (6)            | —     |                                  | 961,888    |                                   | 75,631     |                                                             | 5,932      |                                             | 1,289,028  |           |
|                                                                              |       |     |       |                     |       |           |       |                                  |       |                                   |       |                                                             |       |                                             |       |           |       |
| Steven  Crellin                                                                   |       | 2009     |       | 384,603                  |       | 50,000         | (7)        | —                                |       | —                                 |       | 199,993                                                          |       | 91,506                                           |       | 726,102        |       |
| Executive  Vice President, Sales; President, Dioptics Medical Products, Inc. |       | 2008     |       | 350,304                  |       | —         |       | 64,320                                |       | 366,324                                |       | 176,926                                                          |       | 18,385                                           |       | 976,259        |       |
|                                                                              | 2007       |     | 325,559    |                     | —     |           | —     |                                  | —     |                                   | 192,881    |                                                             | 18,467     |                                             | 536,907    |           |
|                                                                              |       |     |       |                     |       |           |       |                                  |       |                                   |       |                                                             |       |                                             |       |           |       |
| Richard  W. Kornhauser(8)                                                         |       | 2009     |       | 250,000                  |       | —         |       | —                                |       | —                                 |       | 130,000                                                          |       | 12,065                                           |       | 392,065        |       |
| Executive  Vice President and Chief Marketing Officer                             |       | 2008     |       | 235,577                  |       | 25,000         | (8)        | 48,240                                |       | 342,827                                |       | 118,981                                                          |       | 53,570                                           |       | 824,195        |       |
|                                                                              |       |     |       |                     |       |           |       |                                  |       |                                   |       |                                                             |       |                                             |       |           |

 

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(1)           See discussion of “Executive EmploymentAgreements” below.

 

(2)           The amounts shown representthe aggregate grant-date fair value of the restricted stock units or options,respectively, granted during the respective year, determined using assumptionsdescribed in the “Incentive Stock Plan” footnote to our audited financialstatements for the fiscal year.

 

(3)           The amounts shown arepayments under our cash bonus plans for the respective year. The amounts forfiscal 2009 were determined as described under “Annual Cash Incentive Awards”in the Compensation Discussion & Analysis above.

 

(4)           The amounts shown in this columnfor fiscal 2009 are detailed in the “All Other Compensation” table below.

 

(5)           This bonus was paid onDecember 29, 2009 to compensate Mr. Taylor for foregoing stock gains that hewould have realized upon the Company’s acquisition by Essilor in order to avoidanticipated material adverse tax consequences to the Company under Sections280G and 4999 of the Internal Revenue Code in connection with the acquisition.

 

8

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(6)                                  Mr. Di Paola commenced employment inJuly 2007. Under the terms of his employment agreement, he received in February 2008a one-time cash bonus of $125,000 to compensate him for forgone compensationfrom his previous employer.

 

(7)                                  This achievement bonus was paid for Mr. Crellin’sservices related to the successful integration of Dioptics Medical Products, Inc.

 

(8)                                  Mr. Kornhauser commenced employmentin January 2008. Under the terms of his employment agreement, he receivedan aggregate cash supplemental bonus of $25,000 in two equal payments made in March 2008and June 2008.

 

***All Other Compensation***

 

The amounts shown in the “All Other Compensation” columnabove for fiscal 2009 include the following:

 
| **Name**                | ** ** | **Automobile********Allowance($)** | ** ** | **Matching  Company********Contributions  Under********Deferred********Compensation  Plan($)** | ** ** | **Insurance********Premiums($)(1)** | ** ** | **Relocation($)** | ** ** |
|-------------------------|------------|------------------------------------|------------|------------------------------------------------------------------------------------------------|------------|-------------------------------------|------------|-------------------|------------|
| Alec Taylor             |       | 12,000                             |       | 7,125                                                                                          |       | 1,338                               |       | —            |       |
| John H. Flynn, Jr. |       | 11,400                             |       | 6,297                                                                                          |       | 1,338                               |       | —            |       |
| Anthony Di Paola        |       | 11,400                             |       | —                                                                                         |       | 1,334                               |       | —            |       |
| Steven Crellin          |       | 11,400                             |       | —                                                                                         |       | 1,338                               |       | 78,768            | (2)        |
| Richard W. Kornhauser   |       | 10,800                             |       | —                                                                                         |       | 1,265                               |       | —            |       |

 

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(1)                                  Represents life, accidental death anddismemberment and long-term disability insurance premiums paid by us for theexecutive’s benefit.

 

(2)                                  Represents relocation costs and temporaryliving expenses paid in connection with Mr. Crellin’s temporary relocationto California to serve as President of Dioptics Medical Products, Inc.

 

**Grantsof Plan-Based Awards for 2009**

 

The following table sets forth grants of plan-basedawards granted with respect to fiscal 2009 to our named executive officers.

 
| ** **              | ** ** | **Estimated  Possible Payouts********Under Non-Equity Incentive Plan Awards ($)** | ** ** |
|-------------------------|------------|-----------------------------------------------------------------------------------|------------|
| **Name**                | ** ** | **Threshold**                                                                     | ** ** | **Target** | ** ** | **Maximum** | ** ** |
| Alec Taylor             |       | 240,750                                                                           |       | 267,500 |   | 361,125 |   |
| John H. Flynn, Jr. |       | 187,290                                                                           |       | 208,100 |   | 280,935 |   |
| Anthony Di Paola        |       | 133,380                                                                           |       | 148,200 |   | 200,070 |   |
| Steven Crellin          |       | 173,071                                                                           |       | 192,301 |   | 259,607 |   |
| Richard W. Kornhauser   |       | 112,500                                                                           |       | 125,000 |   | 168,750 |   |

 

The awards shown in this table were made under the2009 Cash Bonus Plan and are further described in the “Annual Cash IncentiveAwards” section of the Compensation Discussion and Analysis above. Thethreshold, target and maximum values were calculated by multiplying 90%, 100%and 135%, respectively, by the executive’s bonus target (50%), and multiplyingthe resulting percentage by the amount of base salary paid to the executiveduring 2009. The actual amounts paid to each executive for fiscal 2009 aredisclosed in the “Non-Equity Incentive Plan Compensation” column in the 2009Summary Compensation Table above.

 

9

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**OutstandingEquity Awards at Year-End 2009**

 

The following table provides information about equityawards held by our named executive officers as of the end of fiscal 2009.

 
| ** **              | ** ** | **Option Awards**                                            | ** ** | **Stock Awards**                                                                                        | ** ** |
|-------------------------|------------|--------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------|------------|
| ** **              | ** ** | **Number of Securities  Underlying Unexercised  Options(#)** | ** ** | **Equity  Incentive  Plan  Awards:  Number of  Securities  Underlying  Unexercised  Unearned  Options** | ** ** | **Option  Exercise  Price** | ** ** | **Option  Expiration** | ** ** | **Number  of  Shares or  Units of  Stock That  Have Not  Vested** | ** ** | **Market  Value of  Shares or  Units of  Stock That  Have Not  Vested(1)** | ** ** |
| **Name**                | ** ** | **Exercisable**                                              | ** ** | **Unexercisable**                                                                                       | ** ** | **(#)** | ** ** | **($)** | ** ** | **Date** | ** ** | **(#)** | ** ** | **($)** | ** ** |
| Alec Taylor             |       | 80,577                                                       |       | —                                                                                                  |       |   |   | 10.11 |   | 12/15/15 |   |   |   |   |   |
|                    |       | —                                                       |       | —                                                                                                  |       | 320,385 | (2) | 10.11 |   | 12/15/15 |   |   |   |   |   |
|                    |       | 26,666                                                       |       | 53,334                                                                                                  | (3)        |   |   | 10.72 |   | 12/3/18 |   |   |   |   |   |
|                    |       |                                                         |       |                                                                                                    |       |   |   |   |   |   |   |   |   |   |   |
| John H. Flynn, Jr. |       | 35,671                                                       |       | —                                                                                                  |       |   |   | 0.38 |   | 9/29/14 |   |   |   |   |   |
|                    |       | 33,333                                                       |       | 66,667                                                                                                  | (4)        |   |   | 10.54 |   | 1/30/18 |   |   |   |   |   |
|                    |       | 16,666                                                       |       | 33,334                                                                                                  | (3)        |   |   | 10.72 |   | 12/3/18 |   |   |   |   |   |
|                    |       |                                                         |       |                                                                                                    |       |   |   |   |   |   |   | 10,000 | (6) | 195,900 |   |
|                    |       |                                                         |       |                                                                                                    |       |   |   |   |   |   |   |   |   |   |   |
| Anthony Di Paola        |       | 106,521                                                      |       | 53,261                                                                                                  | (5)        |   |   | 16.00 |   | 10/24/17 |   |   |   |   |   |
|                    |       | 6,666                                                        |       | 13,334                                                                                                  | (3)        |   |   | 10.72 |   | 12/3/18 |   |   |   |   |   |
|                    |       |                                                         |       |                                                                                                    |       |   |   |   |   |   |   | 4,000 | (6) | 78,360 |   |
|                    |       |                                                         |       |                                                                                                    |       |   |   |   |   |   |   |   |   |   |   |
| Steven Crellin          |       | 52,936                                                       |       | —                                                                                                  |       |   |   | 6.14 |   | 10/2/14 |   |   |   |   |   |
|                    |       | 141,705                                                      |       | —                                                                                                  |       |   |   | 8.63 |   | 12/15/15 |   |   |   |   |   |
|                    |       | 25,000                                                       |       | 50,000                                                                                                  | (4)        |   |   | 10.54 |   | 1/30/18 |   |   |   |   |   |
|                    |       | 6,666                                                        |       | 13,334                                                                                                  | (3)        |   |   | 10.72 |   | 12/3/18 |   |   |   |   |   |
|                    |       |                                                         |       |                                                                                                    |       |   |   |   |   |   |   | 4,000 | (6) | 78,360 |   |
|                    |       |                                                         |       |                                                                                                    |       |   |   |   |   |   |   |   |   |   |   |
| Richard W. Kornhauser   |       | 25,000                                                       |       | 50,000                                                                                                  | (4)        |   |   | 10.54 |   | 1/30/18 |   |   |   |   |   |
|                    |       | 4,666                                                        |       | 9,334                                                                                                   | (3)        |   |   | 10.72 |   | 12/3/18 |   |   |   |   |   |
|                    |       |                                                         |       |                                                                                                    |       |   |   |   |   |   |   | 3,000 | (6) | 58,770 |   |

 

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(1)                               Based on the closing sale price of ourOrdinary Shares on December 31, 2009 ($19.59).

 

(2)                               Pursuant to Mr. Taylor’s employmentagreement, 160,192 of these event-based options would become exercisable uponour having a market capitalization for 30 consecutive trading days equal to orgreater than $1.0 billion, and the remaining 160,193 of these event-basedoptions would become exercisable upon our having a market capitalization for 30consecutive trading days equal to or greater than $1.5 billion.

 

(3)                               These options would vest in equalinstallments on each of December 3, 2010 and 2011.

 

(4)                               Half of these options vested on January 30,2010 and the remainder would vest on January 30, 2011.

 

(5)                               These options would vest on October 24,2010.

 

(6)                               These RSUs would vest in equalinstallments on each of December 3, 2010 and 2011.

 

10

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All unvested options and RSUs listed in the table abovevested in full upon the March 12, 2010 closing of our acquisition byEssilor, which was a Change in Control of the Company, as defined in the 2007Incentive Compensation Plan. If we had paid dividends on our ordinary sharesduring the vesting period of an RSU, the holder would have received dividendequivalent payments.

 

**OptionExercises and Stock Vested During 2009**

 

The following table shows the value realized by ournamed executive officers upon option exercises and vesting of restricted stockunits during fiscal 2009.

 
| **Name**                | ** ** | **Number  of Shares  Acquired on Exercise(#)** | ** ** | **Value  Realized  on Exercise($)** | ** ** | **Number  of Shares  Acquired on Vesting(#)** | ** ** | **Value  Realized  on Vesting($)(1)** | ** ** |
|-------------------------|------------|------------------------------------------------|------------|-------------------------------------|------------|-----------------------------------------------|------------|---------------------------------------|------------|
| ** **              | ** ** | ** **                                     | ** ** | ** **                          | ** ** | ** **                                    | ** ** | ** **                            | ** ** |
| Alec Taylor             |       | 400,000                                        |       | 3,804,000                           | (2)        | 25,000                                        |       | 471,251                               |       |
|                    |       |                                           |       |                                |       |                                          |       |                                  |       |
| John H. Flynn, Jr. |       | —                                         |       | —                              |       | 5,000                                         |       | 86,550                                |       |
|                    |       |                                           |       |                                |       |                                          |       |                                  |       |
| Anthony Di Paola        |       | —                                         |       | —                              |       | 2,000                                         |       | 34,620                                |       |
|                    |       |                                           |       |                                |       |                                          |       |                                  |       |
| Steven Crellin          |       | —                                         |       | —                              |       | 2,000                                         |       | 34,620                                |       |
|                    |       |                                           |       |                                |       |                                          |       |                                  |       |
| Richard W. Kornhauser   |       | —                                         |       | —                              |       | 1,500                                         |       | 25,965                                |       |

 

----

(1)                                  Determined by multiplying the number ofshares underlying the vested restricted stock units by the closing sale priceof our Ordinary Shares on the respective vesting date.

 

(2)                                  Determined by subtracting the aggregateexercise price of the exercised options from the aggregate value of the sharesunderlying the exercised options, based on the closing sale price of ourOrdinary Shares on the exercise date.

 

**Non-QualifiedDeferred Compensation Plan Transactions in 2009**

 

The following table sets forth contributions by thenamed executive officers and us to our Deferred Compensation Plan, as well asearnings on the officers’ contributions, for fiscal 2009.

 
| **Name**                | ** ** | **Executive******** Contributions******** in Last Fiscal******** Year($)(1)** | ** ** | **Matching  Company********Contributions in  Last********Fiscal Year($)(2)** | ** ** | **Aggregate********Earnings in Last********Fiscal Year($)** | ** ** | **Aggregate********Withdrawals/********Distributions($)** | ** ** | **Aggregate********Balance at Last********Fiscal Year********End($)(3)** | ** ** |
|-------------------------|------------|----------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------|------------|-------------------------------------------------------------|------------|-----------------------------------------------------------|------------|--------------------------------------------------------------------------|------------|
| Alec Taylor             |       | 47,500                                                                                       |       | 7,125                                                                        |       | 31,098                                                      |       | —                                                    |       | 157,254                                                                  |       |
| John H. Flynn, Jr. |       | 25,000                                                                                       |       | 6,297                                                                        |       | 14,355                                                      |       | —                                                    |       | 83,837                                                                   |       |

 

----

(1)                               The amounts reported in this column areincluded for fiscal 2009 in the “Salary” column of the 2009 SummaryCompensation Table.

 

(2)                               The amounts reported in this column arereported for fiscal 2009 in the “All Other Compensation” column of the 2009Summary Compensation Table.

 

(3)                               None of the amounts reported in thiscolumn were previously reported in Summary Compensation Tables for fiscal yearsbefore 2007.

 

A description of the Deferred Compensation Plan iscontained above in “Compensation Discussion and Analysis—Analysis of Elementsof Executive Compensation —Deferred Compensation Plan” .

 

**ExecutiveEmployment Agreements**

 

We have an employment agreement with each of our namedexecutive officers that sets forth the principal terms of the executive’semployment arrangements, including among other things, the executive’s salary,eligibility for incentive cash bonuses and benefits. Under his employmentagreement, each named executive officer is entitled to receive a minimum basesalary payable on commencement of employment that is subject to increase by theCompensation Committee in its discretion. In addition, each named executiveofficer is eligible 

 

11

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toreceive an annual cash incentive bonus as determined by our CompensationCommittee in its discretion. Each named executive officer also may receivecertain compensation and benefits under his agreement when his employmentterminates or in connection with a change in control of the Company. Suchcompensation and benefits as of the end of fiscal 2009 are described below in“Potential Payments upon Termination of Employment or Change in Control.”  The first part of the discussion addressesthe compensation and benefits that would be payable assuming that the Mergerdid not occur.  In December 2009, inconnection with the Company’s execution of an Agreement and Plan of Mergerdated as of December 15, 2009 with Essilor and Merger Sub (the “MergerAgreement”) providing for the Company’s acquisition by Essilor, we furtheramended these employment agreements. These amendments, which would be effectiveonly if the Merger were completed, are described below in “Amendments toEmployment Agreements in Connection with the Merger”.  All agreements continue until terminated byeither party, except for Messrs. Taylor’s and Crellin’s agreements, whichrenew automatically for successive one-year terms unless the executives or theCompany elect not to renew them.

 

These employment agreements also provide for certainother benefits. Each named executive officer is entitled to receive lifeinsurance up to a maximum amount of twice his base salary and an aggregatemaximum benefit of $400,000. Each executive is entitled to a monthly automobileallowance, which is set either contractually or by the Company. In fiscal 2009,the named executive officers received monthly automobile allowances rangingbetween $900 and $1000. Each named executive officer except Mr. Flynn isentitled to recover attorneys’ fees from us if he prevails in a legal action toenforce provisions of his employment agreement.

 

Mr. Taylor’s employment agreement also sets forththe vesting terms for the stock options he was granted upon commencement of hisemployment, as described in the Outstanding Equity Awards at Year-End 2009table above.

 

***PotentialPayments upon Termination of Employment or Change in Control***

 

The executive employment agreements described aboveentitle our named executive officers to certain compensation and benefits inthe following circumstances: termination of an executive’s employment by theCompany without “cause” or a termination by the executive for “good reason,”and termination by the Company following a change in control.

 

“Cause” for termination of an executive’s employmentby the Company is defined differently in the respective agreements butgenerally includes any of (a) the executive’s conviction for a crimeinvolving fraud or moral turpitude; (b) the executive’s deliberate dishonestyor willful misconduct with respect to the Company or its subsidiaries oraffiliates; or (c) the executive’s refusal to follow the Chief ExecutiveOfficer’s reasonable and lawful written instructions with respect to theservices to be rendered and the manner of rendering such services by theexecutive, or similar circumstances.

 

Termination of employment by the executive officer for“good reason” may occur in different circumstances under the respectiveagreements but generally may result from any of (a) the Company materiallyreducing or materially adversely changing the executive’s authority, duties,responsibilities or reporting structure; (b) the Company materiallyreducing the executive’s base salary or otherwise materially breaching theagreement; or (c) a relocation of the Company’s principal executiveoffices to a location more than 50 miles from their current location, or theCompany’s requiring the executive to be based anywhere other than the Company’sprincipal executive offices, or similar circumstances. Any proposed terminationof employment by the executive is presumed to be other than for good reasonunless (x) the executive first provides written notice to the Companywithin ninety (90) days following the initial existence of the purportedgood reason condition, (y) the Company has been provided a period ofthirty (30) days after receipt of the executive’s notice during which tocure, rescind or otherwise remedy the actions, events or circumstancesdescribed in such notice, and (z) the executive’s termination ofemployment occurs within two years following the initial existence of thepurported good reason condition. The definition of “good reason” in theexecutive employment agreements was amended in December 2008 to complywith the deferred compensation regulations issued under Internal Revenue Code Section 409A.

 

A “change in control” of the Company generally isdefined for purposes of these employment agreements as (a) a “takeovertransaction” (see definition below); (b) the election of directors of theCompany (whether by the directors then in office or by the shareholders at ameeting or by written consent), after which a majority of the directors inoffice are individuals who were not nominated by a vote of two-thirds of themembers of the Board of Directors immediately preceding such election; or (c) theCompany’s effectuating a complete liquidation of the Company or a sale ordisposition of all or substantially all of its assets. A “change in control”shall not be deemed to include the recapitalization of the Company or anytransactions related thereto, consummated on or 

 

12

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beforethe employment agreement’s effective date. A “takeover transaction” means (a) amerger or consolidation of the Company with any other person, other than amerger or consolidation in which the individuals who were members of the Boardof Directors of the Company immediately before such transaction continue toconstitute a majority of the Board of Directors of the surviving corporation orits parent for a period of not less than 12 months following the closingof such transaction, or (b) when any person or group becomes after thedate hereof the “beneficial owner” of securities of the Company representingmore than 50% of the total number of votes that may be cast for the election ofdirectors of the Company, as applicable, excluding (i) certain types ofinstitutional investor that acquire shares in the ordinary course of businessfor the accounts of others without the purpose or effect of changing orinfluencing control of the Company, (ii) any underwriter temporarilyholding securities pursuant to an offering of such securities, and (iii) anycorporation owned, directly or indirectly, by the Company’s shareholders insubstantially the same proportions as their ownership of the Company’s shares.

 

***Termination by the Companywithout Cause or Termination by the Executive for Good Reason***

 

*Paymentsand Benefits*

 

If the Company terminates the employment of either of Messrs. Flynnor Taylor without cause or he terminates his employment for good reason, hewould receive monthly payments equal to one-twelfth of his current salary andone-twelfth of his annual target bonus amount for the year of termination, aswell as continued health and other benefits, over a two-year period. Each of Messrs. DiPaola, Crellin and Kornhauser would be eligible to receive monthly paymentsequal to one-twelfth of his current salary and one-twelfth his annual targetbonus amount for the year of termination, as well as continued health and otherbenefits, for an eighteen-month period.

 

***Changein Control***

 

*Paymentsand Benefits*

 

If any of Messrs. Di Paola, Crellin or Kornhauserterminates his employment for good reason, or the Company terminates hisemployment without cause, within six months before, in anticipation of, or12 months after a change in control, he would receive a lump sum paymentequal to one and one-half times the sum of his annual base salary and annualtarget bonus amount for the year of termination. In the same circumstances, Messrs.Taylor and Flynn would each receive a lump sum equal to twice the sum of hisannual base salary and bonus. Each of these executives would also be entitledto a continuation of all health, life, disability, fringe and other benefits hewas receiving on the last day of his employment until the earlier of eighteenmonths from the date of termination (two years, in the case of Messrs. Taylorand Flynn) or the time when he obtains comparable benefits from another source.If the executive is entitled to a change in control payment, he would not haveany rights to receive any severance payments or benefits under the severanceprovisions of the employment agreement. If we terminate the executive’semployment within six months before the change in control and the executivereceived severance payments pursuant to the employment agreement, any amountsso 

 

13

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paidby us to him would be deducted from any change in control payment otherwisepayable to him pursuant to his employment agreement.

 

*Treatmentof Options and RSUs*

 

Under the terms of their employment agreements or therespective option and restricted stock unit agreements, upon a change incontrol or upon termination of employment without cause within six monthsbefore, and in anticipation of, a change in control, all time-based vestingoptions and all RSUs granted to Messrs. Taylor, Crellin, Flynn, Di Paolaand Kornhauser under our 2007 Incentive Compensation Plan would become fullyvested and exercisable.

 

***Amendments to Employment Agreements in Connectionwith the Merger***

 

During negotiation of the Merger Agreement, Essilorrequested that each of Messrs. Taylor, Flynn and Di Paola execute anamendment to his employment agreement with the Company. The terms of theseamendments were negotiated in connection with the execution of the MergerAgreement and were executed on December 15, 2009. These amendments becameeffective on December 15, 2009, but would be of no effect if the MergerAgreement is terminated before the completion of the Merger. Each of theseamendments provides for payment of a retention bonus equal to the cashseverance, or change in control payment, that would have been paid to theexecutive if his employment had been terminated by the Company without cause onthe date the Merger is completed. Under these amendments, each of Messrs. Taylorand Flynn would be entitled to his aggregate retention payment on the secondanniversary of the completion of the Merger, and Mr. Di Paola would beentitled to an amount equal to 30% of his aggregate retention payment on thefirst anniversary of the completion of the Merger, and the remainder (i.e.,70%) of his aggregate retention payment on the second anniversary of thecompletion of the Merger, in each case, if he continued to be employed by us onsuch dates (“Retention Payments”). Under the amendments, if, prior to thescheduled payment date of the Retention Payments, the executive’s employment isterminated (a) by us without “cause,” (b) by the executive for “goodreason” (each term as defined in the executive’s employment agreement) or (c) byreason of the executive’s death or disability, the executive would be entitledto receive any then-unpaid portion of the retention payment, and the executivewould also be entitled to continuation of welfare benefits for two years (inthe case of Messrs. Taylor and Flynn) or 18 months (in the case of Mr. DiPaola). In addition, each executive would be entitled to the continued welfarebenefits as described above following any termination of employment followingthe second anniversary of the completion of the Merger.

 

Additionally, we have entered into an amendment to theemployment agreement with Mr. Kornhauser to provide that he would be eligiblefor his change in control payment upon a qualifying termination occurring sixmonths prior and in anticipation of, or within two years following, a change incontrol of the Company. Completion of the Merger would constitute a change incontrol for purposes of this agreement.

 

The approximate cash payment that could become payableunder the amended employment agreements, whether paid as a Retention Payment oras severance pay, with respect to each of our named executive officers, is as follows:Mr. Taylor, $1,605,000; Mr. Flynn, $1,248,600; Mr. Di Paola,$666,900; Mr. Crellin, $865,357; and Mr. Kornhauser, $562,500.

 

***Tax CodeLimitations***

 

If any named executive officer is entitled to anypayment (under the employment agreement or otherwise) during the six-monthperiod beginning on the date his employment agreement is terminated that wouldbe subject to an additional tax imposed under Section 409A of the InternalRevenue Code, the payment will not be made to him during the six-month period.Instead, the payment will be made at the earlier of the six-month anniversaryof the termination date or his death or disability. In addition, theiremployment agreements provide that any change in control payments made to themwould be limited to 2.99 times their “base amount” so that they could notreceive “excess parachute payments” (both such terms as defined in Section 280Gof the Internal Revenue Code) if (and only if) they would thereby receive alarger after-tax benefit than they would have received if such payments werenot reduced.

 

***Non-Competition; Non-Solicitation; Non-Disparagement; Release***

 

All named executive officers have agreed in theiremployment agreements to refrain from engaging in certain activities that arecompetitive with us and our business during their employment and for thefollowing 

 

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varyingperiods thereafter: 24 months for Mr. Flynn; 18 months for Messrs. Taylorand Crellin; and 12 months for Messrs. Di Paola and Kornhauser. Withrespect to Messrs. Crellin and Di Paola, if a majority of our issued andoutstanding ordinary shares is owned directly or indirectly by BerggruenHoldings North America Ltd. (“BHNA”) or one or more of its affiliates is on ourBoard (or any entity owning a majority of our issued and outstanding shares,whether directly or indirectly), we will have the right to extend hisnon-compete period by six months by notifying him before his originalnon-compete term expires.

 

Messrs. Taylor, Flynn, and Crellin are subject toa confidentiality provision and Messrs. Taylor and Crellin are subject toa non-disparagement provision. In addition, Messrs. Taylor and Crellin aresubject to a non-solicitation provision for 18 months after termination oftheir employment. Under the non-solicitation provision, Messrs. Taylor andCrellin agree not to, directly or indirectly, solicit, attempt to influence orinterfere with the employment of any individual who was employed by us or ouraffiliates during the preceding 12-month period or interfere with any existingbusiness relationship between us and any customer, vendor or third party. Allof our executive officers are required to execute a release before they mayreceive their severance payments.

 

The following table details the potential payments andbenefits to which each named executive officer would have been entitled upontermination of his employment for any reason or a change in control, calculatedas if each such event had occurred on the last day of our most recent fiscalyear, January 2, 2010 (giving effect to the December 15, 2009amendments as applicable). The amounts shown in the table below do not includecompensation and benefits that are available generally to all salariedemployees on a nondiscriminatory basis and are in addition to amounts eachnamed executive officer earned or accrued prior to the triggering events, includingaccrued salaries and bonuses and previously vested stock options. Accordingly,the amounts generally reflect only the additional compensation or benefits thatthe named executive officers would have received upon the occurrence of thetriggering events.

 
| **Name**                | ** ** | **Termination  Scenario**        | ** ** | **Severance  ($)** | ** ** | **Stock  Options  ($)(2)** | ** ** | **Restricted  Stock  Units ($)(3)** | ** ** | **Benefits  ($)(4)** | ** ** | **Total  ($)** | ** ** |
|-------------------------|------------|----------------------------------|------------|--------------------|------------|----------------------------|------------|------------------------------------------|------------|----------------------|------------|----------------|------------|
| Alec Taylor             |       | Without  Cause / For Good Reason |       | 1,605,000          |       | 473,073                    |       | —                                   |       | 59,748               |       | 2,137,821      |       |
|                    |       | Death  or Disability             |       | —             |       | —                     |       | —                                   |       | —               |       | —         |       |
|                    |       | Change  in Control               |       | 1,605,000          | (1)        | 473,073                    |       | —                                   |       | 59,748               |       | 2,137,821      |       |
|                    |       |                             |       |               |       |                       |       |                                     |       |                 |       |           |       |
| John H. Flynn, Jr. |       | Without  Cause / For Good Reason |       | 1,248,600          |       | 899,009                    |       | 195,900                                  |       | 58,548               |       | 2,402,057      |       |
|                    |       | Death  or Disability             |       | —             |       | —                     |       | —                                   |       | —               |       | —         |       |
|                    |       | Change  in Control               |       | 1,248,600          | (1)        | 899,009                    |       | 195,900                                  |       | 58,548               |       | 2,402,057      |       |
|                    |       |                             |       |               |       |                       |       |                                     |       |                 |       |           |       |
| Anthony Di Paola        |       | Without  Cause / For Good Reason |       | 666,900            |       | 309,480                    |       | 78,360                                   |       | 43,905               |       | 1,098,645      |       |
|                    |       | Death  or Disability             |       | —             |       | —                     |       | —                                   |       | —               |       | —         |       |
|                    |       | Change  in Control               |       | 666,900            | (1)        | 309,480                    |       | 78,360                                   |       | 43,905               |       | 1,098,645      |       |
|                    |       |                             |       |               |       |                       |       |                                     |       |                 |       |           |       |
| Steven Crellin          |       | Without  Cause / For Good Reason |       | 865,357            |       | 570,773                    |       | 78,360                                   |       | 43,911               |       | 1,558,401      |       |
|                    |       | Death  or Disability             |       | —             |       | —                     |       | —                                   |       | —               |       | —         |       |
|                    |       | Change  in Control               |       | 865,357            |       | 570,773                    |       | 78,360                                   |       | 43,911               |       | 1,558,401      |       |
|                    |       |                             |       |               |       |                       |       |                                     |       |                 |       |           |       |
| Richard W. Kornhauser   |       | Without  Cause / For Good Reason |       | 562,500            |       | 535,293                    |       | 58,770                                   |       | 42,902               |       | 1,199,465      |       |
|                    |       | Death  or Disability             |       | —             |       | —                     |       | —                                   |       | —               |       | —         |       |
|                    |       | Change  in Control               |       | 562,500            |       | 535,293                    |       | 58,770                                   |       | 42,902               |       | 1,199,465      |       |

 

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(1)                                  If theMerger were completed, this amount would be paid to the named executive officerin the form of Retention Payments, as described above in “Amendments to Employment Agreements inConnection with the Merger”.

 

(2)                                  The amountsstated reflect the aggregate intrinsic value of unvested stock options thatwould have accelerated and become exercisable on January 2, 2010.Intrinsic value of each stock option is equal to the difference between theclosing sale price ($19.59) of the Company’s Ordinary Shares on December 31,2009 (the last trading day of our last fiscal year) and the exercise price ofthe stock option. The compensation charge taken for accounting purposes maydiffer from the intrinsic values disclosed in this column.

 

(3)                                  The amountsstated reflect the aggregate intrinsic value of unvested restricted stock unitsthat would have accelerated and become exercisable on January 2, 2010.Intrinsic value of each restricted stock unit is equal to the closing saleprice ($19.59) of the Company’s Ordinary Shares on December 31, 

 

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2009.The compensation charge taken for accounting purposes may differ from theintrinsic values disclosed in this column.

 

(4)                                  Benefitsinclude continued health, life, long-term disability and accidental death anddismemberment insurance, and an automobile allowance for all named executiveofficers for the applicable period.

 

**Non-EmployeeDirector Compensation**

 

Non-employee directors receive (i) a base annualretainer of $25,000, (ii) a fee of $1,000 for attendance at each board meetingand (iii) a fee of $1,000 for attendance at each committee meeting ofwhich they are members. The chair of the Audit Committee receives an additionalannual retainer of $5,000, the chair of the Compensation Committee receives anadditional annual retainer of $3,000, and the chair of the Nominating andCorporate Governance Committee receives an additional annual retainer of$2,000.  The Lead Independent Directorreceives an additional annual retainer of $7,500. In addition, eachnon-employee director receives on the date of each Annual Meeting ofShareholders a grant of (i) options to purchase 1,250 Ordinary Shares and (ii) 1,250restricted stock units, and new directors receive a grant of options topurchase 10,000 Ordinary Shares upon joining the Board.  All options granted to non-employee directorshave an exercise price equal to the closing market price of our Ordinary Shareson the grant date and a term of ten years and vest in three equal annualinstallments, provided the optionee is still a director on the respectivevesting date.  We reimburse non-employeedirectors for reasonable expenses incurred to attend meetings of the Board ofDirectors and committees. Directors who are our employees receive no compensationfor their services as director. See “Explanatory Note” for a description ofsubsequent developments.

 

The following table shows the compensation paid toeach of our non-employee directors with respect to fiscal 2009.

 
| **Name**             | ** ** | **Fees  Earned or  Paid in Cash($)** | ** ** | **Stock  Awards  ($)(1)(2)** | ** ** | **Option  Awards  ($)(1)(2)** | ** ** | **Total  ($)** | ** ** |
|----------------------|------------|--------------------------------------|------------|------------------------------|------------|-------------------------------|------------|----------------|------------|
| ** **           | ** ** | ** **                           | ** ** | ** **                   | ** ** | ** **                    | ** ** | ** **     | ** ** |
| Jared Bluestein      |       | 40,000                               |       | 15,700                       |       | 5,921                         |       | 61,621         |       |
|                 |       |                                 |       |                         |       |                          |       |           |       |
| Zvi Eiref            |       | 64,000                               |       | 15,700                       |       | 5,921                         |       | 85,621         |       |
|                 |       |                                 |       |                         |       |                          |       |           |       |
| Charles J. Hinkaty   |       | 59,875                               |       | 15,700                       |       | 5,921                         |       | 81,496         |       |
|                 |       |                                 |       |                         |       |                          |       |           |       |
| Robert L. McDowell   |       | 63,000                               |       | 15,700                       |       | 5,921                         |       | 84,621         |       |
|                 |       |                                 |       |                         |       |                          |       |           |       |
| Jennifer D. Stewart  |       | 40,000                               |       | 15,700                       |       | 5,921                         |       | 61,621         |       |
|                 |       |                                 |       |                         |       |                          |       |           |       |
| Alfred J. Verrecchia |       | 41,750                               |       | 15,700                       |       | 42,823                        |       | 100,273        |       |

 

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(1)                                  The amounts shown represent the aggregategrant-date fair value of the restricted stock units and options, respectively,granted on May 20, 2009, determined as described in the “Incentive StockPlan” footnote to our audited financial statements for fiscal 2009; providedthat the amount shown in the Option Awards column for Mr. Verrecchia alsoincludes the grant date fair value ($36,902) of the options he received uponbecoming a director on February 23, 2009.

 

(2)                                  As of the end of fiscal 2009, each of thenon-employee directors held 1,250 restricted stock units, Messrs. Bluestein,Eiref, and McDowell and Ms. Stewart each held 12,250 outstanding options,and Messrs. Hinkaty and Verrecchia each held 11,250 outstanding options.

 

**Item 12**                  SecurityOwnership of Certain Beneficial Owners and Management and Related StockholderMatters

** **

The following table shows the amount of our ordinaryshares beneficially owned as of March 5, 2010 by (i) each person orgroup who is known by us to own beneficially more than 5% of our ordinaryshares, (ii) each member of our Board of Directors and each of theexecutive officers named in the Summary Compensation Table in Item 11 and (iii) alldirectors and executive officers as a group. The number of shares beneficiallyowned by each person or group includes shares that such person or group had theright to acquire on or within 60 days after March 5, 2010, includingupon the exercise of a stock option or the vesting of restricted stock units.The percentage ownership of each person and group was calculated using as adenominator the total number of shares outstanding on March 5, 2010(22,280,522), plus the number of shares that such person or group had the rightto acquire on or within 60 days after March 5, 2010. Unless otherwisenoted, each person or entity has sole

 

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votingand investment power over the shares listed. See “Explanatory Note” for adescription of subsequent developments.

 
| **Name**                                                                                                                        | ** ** | **Number  of  Shares  Beneficially  Owned(1)** | ** ** | **Percent  of Class** | ** ** |
|---------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------|------------|-----------------------|------------|
| ** **                                                                                                                      | ** ** | ** **                                     | ** ** | ** **            | ** ** |
| ***Principal Shareholders***                                                                                                    |       |                                           |       |                  |       |
| *** ***                                                                                                                    |       |                                           |       |                  |       |
| Berggruen  Holdings Ltd.(2)

Berggruen  Holdings North America Ltd.

1114  Avenue of the Americas

New York, NY 10036 |       | 7,052,091                                      |       | 31.65                 | %          |
|                                                                                                                            |       |                                           |       |                  |       |
| FMR LLC(3)

Edward  C. Johnson 3rd

82  Devonshire Street

Boston, MA 02109                                                |       | 1,902,800                                      |       | 8.54                  | %          |
|                                                                                                                            |       |                                           |       |                  |       |
| ***Directors and  Management***                                                                                                 | ** ** | ** **                                     | ** ** | ** **            | ** ** |
| *** ***                                                                                                                    | ** ** | ** **                                     | ** ** | ** **            | ** ** |
| Jared Bluestein(4)                                                                                                              |       | 7,059,090                                      |       | 31.67                 | %          |
| Zvi Eiref                                                                                                                       |       | 16,999                                         |       | *                     |       |
| Charles J. Hinkaty                                                                                                              |       | 3,333                                          |       | *                     |       |
| Robert L. McDowell                                                                                                              |       | 14,042                                         |       | *                     |       |
| Jennifer D. Stewart                                                                                                             |       | 6,999                                          |       | *                     |       |
| Alec Taylor(5)                                                                                                                  |       | 249,681                                        |       | 1.12                  | %          |
| Alfred J. Verrecchia                                                                                                            |       | 3,333                                          |       | *                     |       |
| Steven Crellin                                                                                                                  |       | 254,475                                        |       | 1.13                  | %          |
| Anthony Di Paola                                                                                                                |       | 115,187                                        |       | *                     |       |
| John H. Flynn, Jr.                                                                                                         |       | 339,187                                        |       | 1.51                  | %          |
| Richard W. Kornhauser                                                                                                           |       | 57,964                                         |       | *                     |       |
| All directors and executive officers as a group (14  persons)                                                                   |       | 8,282,106                                      |       | 35.83                 | %          |

 

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* Indicates less than 1%

 

(1)                                  This table is based upon informationsupplied by our officers and directors or on information filed with the SEC.The table includes the following shares issuable upon exercise of stock optionson or within 60 days of March 5, 2010: Mr. Taylor, 107,243, which number excludes allof Mr. Taylor’s event-based options; each of Messrs. Bluestein, Eirefand McDowell and Ms. Stewart, 6,999; Messrs. Hinkaty and Verrecchia,3,333; Mr. Flynn, 119,003; Mr. Crellin, 251,307; Mr. Di Paola,113,187; Mr. Kornhauser, 54,666; and all directors and executive officersas a group, 832,384. No restricted stock units vest on or within 60 daysof March 5, 2010. Such directors and officers possess no voting or investment powerwith respect to Ordinary Shares issuable upon exercise of stock options or withrespect to restricted stock units.  Someof the reported shares may also be deemed to be beneficially owned by Essilorand Merger Sub, 147 rue de Paris 94227, Charenton-le-Pont, France, which sharevoting power with Mr. Taylor (as to 142,399 shares), Mr. Flynn (as to220,184 shares), Mr. Di Paola (as to 2,000 shares), and Mr. Crellin(as to 3,168 shares) under the terms of a Management Support Agreement dated December 15,2009 by and among the named shareholder(s), Essilor and Merger Sub, the termsof which are described under “The Merger — Support Agreements” on page 50of the Company’s proxy statement filed on February 2, 2010, whichdescription is incorporated herein by reference.

 

(2)                                  Based upon a Schedule 13G/A filedwith the SEC on December 18, 2009, reporting ownership as of December 15,2009, which states that such shares are held by Berggruen Holdings NorthAmerica Ltd., a direct, wholly-owned subsidiary of Berggruen HoldingsLtd., that all the shares of Berggruen Holdings Ltd. are owned by TarragonaTrust, 9 Columbus Centre, Pelican Drive, Road Town, Tortola, British VirginIslands, and that Nicolas Berggruen, 9-11 Grosvenor Gardens, London, SW1W OBD,United Kingdom, is a director of Berggruen Holdings, so that Tarragona Trustand Mr. Berggruen also have beneficial ownership of such shares.  The reported shares may also be deemed to bebeneficially owned by Essilor and Merger Sub, which share voting power with thenamed shareholder(s) under the terms of a Support Agreement dated December 15,2009 by and among the named shareholder(s), Essilor and Merger Sub, the termsof which are described under “The Merger — Support Agreements” on page 50of the Company’s proxy statement filed on February 2, 2010, whichdescription is incorporated herein by reference.  Including the shares described in footnote (1) andcertain other

 

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shares, Essilor andMerger Sub may be deemed to be beneficial owners of 7,421,842 shares (33.31% ofthe class) as of March 5, 2010.

 

(3)                                  Based upon a Schedule 13G/A filedwith the SEC on February 16, 2010, reporting ownership as of January 2,2010, which states that such shares are held by investment companies managed byFidelity Management & Research Company (“Fidelity”) a subsidiary ofFMR LLC. According to the Schedule 13G/A, each of FMR LLC and Mr. Johnson,through their control of Fidelity, had sole dispositive power over all suchshares and no voting power over any of such shares.  Fidelity votes the shares pursuant toguidelines of the investment companies’ trustees.

 

(4)                                  Includes 7,052,091 shares beneficiallyowned by Berggruen Holdings, of which Mr. Bluestein is an officer.

 

(5)                                  Includes 39 shares held by Mr. Taylor’swife. Mr. Taylor disclaims beneficial ownership of such shares.

 

**Change in ControlArrangements**

 

As of the date of the 2009 Form 10-K, the Companywas party to an Agreement and Plan of Merger dated as of December 15, 2009with Essilor and Merger Sub, providing for the Merger. For more informationconcerning the Merger Agreement and the Merger, see Item 1 of the 2009 Form 10-K,“Business—Proposed Merger,” as well as the description under “The Merger”beginning on page 24 of the Company’s proxy statement filed on February 2,2010, which description is incorporated herein by reference.

 

The information regarding our equity compensationplans as of fiscal year-end required by Part III, Item 12 was included inthe Company’s 2009 Form 10-K.

 

**Item 13**                  CertainRelationships and Related Transactions, and Director Independence

** **

**Policies andProcedures for Approving Related Person Transactions**

 

Our Board of Directors has adopted policies andprocedures with respect to related person transactions, which we refer to asour Related Person Policy. Our Related Person Policy covers any transaction,arrangement or relationship (or any series of similar transactions,arrangements or relationships) in which we (including any of our subsidiaries)were, are or will be a participant and in which any Related Person had, has orwill have a direct or indirect interest. Related Persons are our directors,nominees for director, executive officers, and holders of more than 5% of anyclass of our voting securities (including any person who served as such sincethe beginning of our last fiscal year); any immediate family member of any ofthe foregoing persons, including in-law relationships, any person (other than atenant or employee) sharing the household of a director, nominee, executiveofficer, or more than 5% beneficial owner; and any firm, corporation or otherentity in which any of the foregoing persons is employed or is a generalpartner or principal or in a similar position or in which such person has a 10%or greater beneficial ownership interest.

 

Pursuant to our Related Person Policy, our AuditCommittee (or the chair of our Audit Committee between meetings) must reviewand approve in advance or ratify any transaction or relationship in which weand any Related Person has a direct or indirect material interest. All RelatedPersons are required to report any such transaction or relationship to ourGeneral Counsel and our General Counsel will determine whether it should besubmitted to the Audit Committee for consideration. The Audit Committee willconsider all of the relevant facts and circumstances including (if applicable)but not limited to the benefits to us; the impact on a director’s independencein the event the Related Person is a director, an immediately family member ofa director, or an entity controlled by such in which a director is a partner,shareholder or executive officer; the availability of other sources forcomparable products or services; the terms of the transaction; and the termsavailable to unrelated third parties or to employees generally. Whenconsidering these factors, the Audit Committee will apply their businessjudgment based upon all relevant facts and circumstances known at that time, inaccordance with their fiduciary duties to our shareholders.

 

See “Explanatory Note” for a description of subsequentdevelopments.

 

**Board of Directors Independence**

 

The Board of Directors has determined that Messrs. Bluestein,Eiref, Hinkaty, McDowell and Verrecchia and Ms. Stewart are independentunder the criteria established by the Nasdaq Stock Market.

 

None of Messrs. Eiref, Hinkaty, McDowell orVerrecchia, to the Company’s knowledge, has any current business, financial,family or other type of relationship with us or our management other than as adirector and shareholder.

 

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Mr. Bluestein is the Chief Operating Officer ofBerggruen Holdings Ltd., the parent of BHNA, which owns approximately 32% ofour Ordinary Shares, and Ms. Stewart served as Managing Director ofBerggruen Holdings Ltd. until May 2009. The Company had the following two relationships with Berggruen Holdingsduring 2009 that were considered by the Board and deemed not to impair theindependence of Mr. Bluestein and Ms. Stewart.  We had entered into a registration rightsagreement with BHNA in 2006 pursuant to which we granted BHNA and any of itsaffiliates rights to require us to effect the registration of a sale of theirshares under the Securities Act of 1933 and we are required to pay all expensesin connection therewith.  During 2009, atBHNA’s request, we maintained such a registration with respect to 7,287,287Ordinary Shares held by BHNA and paid approximately $50,000 in expensesthereof.  In addition, in connection withentering into the Merger Agreement in December 2009, we agreed toreimburse Berggruen Holdings Ltd. as of the consummation of the Merger up to$50,000 in legal fees incurred by it in negotiating and entering into itsSupport Agreement.

 

**Item 14**                  PrincipalAccounting Fees and Services

** **

The aggregate fees billed for each of our last twofiscal years for professional services rendered by KPMG LLP (“KPMG”) were asfollows:

 
| ** **               | ** ** | **2009** | ** ** | **2008** | ** ** |
|--------------------------|------------|----------|------------|----------|------------|
| Audit Fees               |       | $        | 1,174,500  |     | $          | 1,447,768 |   |
| Audit-Related Fees       |       | —   |       | —   |       |
| Tax Fees                 |       | —   |       | —   |       |
| All Other Non-Audit Fees |       | —   |       | —   |       |
| Total Fees               |       | $        | 1,174,500  |     | $          | 1,447,768 |   |

 

Audit Fees consist of fees for professional servicesrendered for the audit of our consolidated financial statements and ourinternal control over financial reporting, for review of interim consolidatedfinancial statements included in quarterly reports and for services that arenormally provided by KPMG in connection with statutory and regulatory filingsor engagements.

 

Our Audit Committee must pre-approve all audit,audit-related and non-audit (including tax) services performed by theindependent auditor in order to assure that these services do not impair theauditor’s independence. Certain types of services may not be performed by theindependent auditor at all, as they are inconsistent with independence. Anysuch approval must be given by the Audit Committee, the Chairman of the AuditCommittee or any member to whom the Committee has delegated that authority. TheAudit Committee does not delegate its responsibility to approve servicesperformed by the independent auditor to any member of management.

 

The standard applied by the Audit Committee in determiningwhether to approve any non-audit service is whether the services to beperformed, the compensation to be paid for the services, and other relatedfactors are consistent with the independent auditor’s independence underguidelines of the Securities and Exchange Commission, the Public CompanyAccounting Oversight Board and applicable professional standards. Relevantconsiderations include whether the work product is likely to be subject to, orimplicated in, audit procedures during the audit of our financial statements,whether the independent auditor would be functioning in the role of managementor in an advocacy role, whether the independent auditor’s performance of theservice would enhance our ability to manage or control risk or improve auditquality, whether such performance would increase efficiency because of theindependent auditor’s familiarity with our business, personnel, culture,systems, risk profile and other factors, and whether the amount of feesinvolved, or the proportion of the total fees payable to the independentauditor in the period that is for non-audit services, would tend to reduce theindependent auditor’s ability to exercise independent judgment in performingthe audit.

 

All of the services rendered by KPMG in fiscal 2008and 2009 were pre-approved by the Audit Committee in accordance with thispolicy. Taking into consideration the fees and services described above, KPMGhas informed the Company that they are not aware of any relationship with theCompany that, in their professional judgment, may reasonably be thought to bearon the independence of KPMG.

 

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**PART IV**

** **

**Item 15**                  **Exhibits;Financial Statement Schedules**

 

(a)                                  No financialstatements or schedules are filed with this Amendment No. 1 to AnnualReport on Form 10-K/A.

 

(b)           The following exhibits are filed with this AmendmentNo.1 on Form 10-K/A:

 

31.1                           Section 302Certification of Principal Executive Officer

 

31.2                           Section 302Certification of Principal Financial Officer

 

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**SIGNATURES**

 

Pursuantto the requirements of the Securities Exchange Act of 1934, the Registrant hasduly caused this Report to be signed on its behalf by the undersigned,thereunto duly authorized.

 
| March 23, 2010 |   | FGX INTERNATIONAL  HOLDINGS LIMITED |
|---------------------|--------|-------------------------------------|
|                |   |                                |   |
|                |   | By:                                 |   | /s/ Anthony Di Paola |
|                |   |                                | Anthony Di Paola |
|                |   |                                | Title: | Executive Vice  President and Chief Financial Officer |
|                |   |                                |   | (Principal Financial  and Accounting Officer) |
|                     |        |                                     |  |  |  |

 

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