Exhibit 10.37  FGX
INTERNATIONAL HOLDINGS LIMITED 2007
Incentive Compensation Plan  Restricted
Stock Unit Certificate  FGX International Holdings Limited, a British Virgin
Islands corporation (the Company), hereby grants to the person named below
restricted stock units (Restricted Stock Units or RSUs) representing the
right to receive ordinary shares, no par value, of the Company (the Award)
under and subject to the Companys 2007 Incentive Compensation Plan (the Plan)
on the terms and conditions set forth below and those attached hereto and in
the Plan:  Name of Holder: Number
of Restricted Stock Units: Date of
Grant:  Vesting
  Schedule:
  On                      ,
  20     ,
  RSUs,on                      ,
  20     ,
  RSUs,
  andon                      ,
  20     ,
  RSUs.  The shares issuable upon vesting of
this Award will not be released until all applicable withholding taxesand social insurance
contribution amountshave been collected from the Holder or otherwise provided
for.  FGX
  INTERNATIONAL HOLDINGS LIMITEDBy:   HOLDERS
ACCEPTANCE  I
have read and fully understand this Restricted Stock Unit Certificate and I
accept and agree to be bound by the terms, conditions and restrictions
contained in this Restricted Stock Unit Certificate and the Plan.  Holder


Restricted Stock Unit Terms and Conditions  1. Plan Incorporated by Reference. This Award is issued pursuant
to the terms of the Plan and may be amended as provided in the Plan. This Award
is considered a Deferred Stock Award under the Plan.  Capitalized terms used and not otherwise
defined in this certificate have the meanings given to them in the Plan. This
certificate does not set forth all of the terms and conditions of the Plan,
which are incorporated herein by reference. The Committee administers the Plan
and its determinations regarding the operation of the Plan are final and
binding. Copies of the Plan may be obtained upon written request without charge
from the Human Resources Department of the Company.  2. Restricted Stock Units. Each Restricted Stock Unit represents
the right to receive one ordinary share of the Company (a Share), subject to
the fulfillment of the vesting conditions.  3. Vesting of Restricted Stock Units; Issuance of Ordinary Shares.
Upon each vesting of a Restricted Stock Unit in accordance with the vesting
schedule set forth on the face of this certificate (each, a Vest Date),
subject to Section 7 below, the Company shall issue to the Holder one Share
for each Restricted Stock Unit that vests on such Vest Date as soon as reasonably
practicable after such Vest Date, but in no event later than March 15 of
the calendar year following the calendar year in which the Vest Date for such Restricted
Stock Unit occurs.  4. Award and Restricted Stock Units Not Transferable. This Award
and the Restricted Stock Units are not transferable by the Holder.  5. Termination of Employment or Engagement. If the Holder ceases
to maintain Continuous Service status with the Company or a Related Entity for
any reason, all Restricted Stock Units that remain unvested upon such cessation
shall immediately and irrevocably terminate and unvested RSUs and the
underlying Shares in respect of such RSUs shall immediately and irrevocably be
forfeited.  6. No Right to Shares or as a Shareholder. Except as provided in
the following sentence, the Holder shall not have any right in, to or with
respect to any of the Shares (including voting rights or rights with respect to
dividends paid on the Shares) issuable under the Award until the Award is
settled by issuance of such Shares to the Holder. The Company shall accrue Dividend
Equivalents with respect to unvested RSUs held by the Holder as, and in the
same form as, dividends are paid on the Companys ordinary shares, and shall
pay the accrued amounts to the Holder if and when the respective RSUs vest.
Dividend Equivalents accrued with respect to unvested RSUs shall be forfeited
to the Company if and when the respective RSUs are forfeited.  7. Payment of Taxes and Social Insurance Contributions. The Holder shall pay to
the Company, or make provision satisfactory to the Committee for payment of,
any taxes required by law to be withheld or social insurance contribution amounts required by law to be paid
with respect to the Shares no later than the date of the event creating the tax
liability and in any event before any Shares are delivered to the Holder. The
Company and its Related Entities may, to the extent permitted by law, deduct
any such tax or social insurance
obligations from any payment of any kind due to the Holder. The Company may, in
its discretion, withhold from the Shares delivered to the Holder (rounded up to
the nearest whole share) for any Vest Date such number of Shares as the Company
determines is necessary to satisfy the minimum tax and social insurance contribution obligations required by law to
be withheld or paid in connection with the issuance of such Shares, valued at
their Fair Market Value on the date of issuance.  8. Change in Control; Other Corporate Events.
Notwithstanding any other provision of the Plan or this Award, in the event of
a Change in Control of the Company all unvested RSUs shall immediately vest.  Subject to the preceding sentence, in the
event of a Change in Control of, or any of certain other  2


corporate
transactions with respect to, the Company, the Committee may make adjustments
to this Award or the Shares issuable upon settlement hereof as provided in the
Plan.  9. Securities and Other Laws. It shall be a
condition to the Holders right to receive the Shares hereunder that the
Company may, in its discretion, require (a) that the Shares shall have
been duly listed, upon official notice of issuance, upon any national
securities exchange or automated quotation system on which the Companys
ordinary shares may then be listed or quoted, (b) that either (i) a
registration statement under the Securities Act of 1933 with respect to the
Shares shall be in effect, or (ii) in the opinion of counsel for the
Company, the proposed issuance and delivery of the Shares to the Holder shall
be exempt from registration under that Act and the Holder shall have made such
undertakings and agreements with the Company as the Company may reasonably
require, and (c) that such other steps, if any, as counsel for the Company
shall consider necessary to comply with any law applicable to the issue of such
Shares by the Company shall have been taken by the Company or the Holder, or
both.  10. Limitation
on Rights; No Right to Future Grants; Extraordinary Item. The Holder understands, acknowledges and
agrees that: (a) the Plan is established voluntarily by the Company, is
discretionary in nature, and may be modified, suspended or terminated by the
Company at any time as provided in the Plan; (b) the grant of the
Restricted Stock Units is a one-time benefit and does not create any
contractual or other right to receive future grants of Restricted Stock Units
or benefits in lieu of equity awards; (c) all determinations with respect
to any such future grants, including, but not limited to, the times when awards
will be granted, the number of shares subject to each award, the award price,
if any, and the time or times when each award will be settled, will be at the
sole discretion of the Company; (d) participation in the Plan is
voluntary; (e) the Restricted Stock Units are an extraordinary item, are
outside the scope of the Holders employment contract, if any, and are not part
of normal or expected compensation for any purpose, including without
limitation for calculating any benefits, severance, resignation, termination,
redundancy, end of service payments, bonuses, long-service awards, pension or
retirement benefits or similar payments; (f) the future value of the ordinary
shares subject to the Restricted Stock Units is unknown and cannot be predicted
with certainty; (g) neither the Plan, the Restricted Stock Units nor the
issuance of the Shares confers upon the Holder any right to continue in the
employ of (or any other relationship with) the Company or any Related Entity
for any period or through any Vest Date, nor do they limit in any respect the
right of the Company or any Related Entity to terminate the Holders employment
or other relationship with the Company or any Related Entity, as the case may
be, or otherwise change the terms of employment, including, without limitation,
the right to promote, demote or otherwise re-assign the Holder from one
position to another within the Company or any Related Entity, as freely as if
this Award had not been made, at any time; and (h) if the Holder is not a
direct employee of Company, the grant of the Restricted Stock Units will not be
interpreted to form an employment relationship with the Company; and further,
the grant of the Restricted Stock Units will not be interpreted to form an
employment contract with the Holders employer, the Company or any Related
Entity.  11. Data Privacy.
The Holder explicitly and unambiguously consents to the collection, use and
transfer, in electronic or other form, of his or her personal data as described
in this Award by and among, as applicable, the Company and its Related Entities
for the exclusive purpose of implementing, administering and managing his or
her participation in the Plan. The Holder understands that the Company and its
Related Entities hold certain personal information about him or her, including,
but not limited to, his or her name, home address and telephone number, date of
birth, social insurance number or other identification number, salary, nationality,
job title, any shares of stock or directorships held in the Company or its Related
Entities, details of all RSUs or any other entitlement to shares of stock
awarded, canceled, vested, unvested or outstanding in his or her favor, for the
purpose of implementing, administering and managing the Plan (Data). The
Holder understands that Data may be transferred to any third parties assisting
in the implementation, administration and management of the Plan, that these
recipients may be located in the Holders country or elsewhere, and that the
recipients country may have  3


different data privacy laws and protections than the
Holders country. The Holder understands that he or she may request a list with
the names and addresses of any potential recipients of the Data by contacting
his or her local human resources representative. The Holder authorizes the
recipients to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the purposes of implementing, administering and
managing his or her participation in the Plan, including any requisite transfer
of such Data as may be required to a broker or other third party. The Holder
understands that Data will be held only as long as is necessary to implement,
administer and manage his or her participation in the Plan. The Holder
understands that he or she may, at any time, view Data, request additional
information about the storage and processing of Data, require any necessary
amendments to Data or refuse or withdraw the consents herein, in any case
without cost, by contacting in writing his or her local human resources
representative. The Holder understands, however, that refusing or withdrawing
his or her consent may affect his or her ability to participate in the Plan.
For more information on the consequences of refusal to consent or withdrawal of
consent, the Holder understands that he or she may contact his or her local
human resources representative.  4