Exhibit 10.1


 


FGX INTERNATIONAL
HOLDINGS LIMITED


 


NON-QUALIFIED
STOCK OPTION AGREEMENT


 


Agreement


 


1.                                     Grant of Option. FGX
INTERNATIONAL HOLDINGS LIMITED (the “Company”) hereby grants, as of        
(“Date of Grant”), to            (the
“Optionee”) an option (the “Option”) to purchase up to          ordinary
shares of the Company, no par value per share (the “Shares”), at an exercise
price per share equal to $    (the “Exercise Price”). The Option
shall be subject to the terms and conditions set forth herein. The Option was
issued pursuant to the Company’s 2007 Incentive Compensation Plan (the “Plan”),
which is incorporated herein for all purposes. The Option is a Non-Qualified
Stock Option, and not an Incentive Stock Option. The Optionee hereby
acknowledges receipt of a copy of the Plan and agrees to be bound by all of the
terms and conditions hereof and thereof and all applicable laws and
regulations.


 


2.                                     Definitions. Unless otherwise
provided herein, terms used herein that are defined in the Plan and not defined
herein shall have the meanings attributed thereto in the Plan.


 


3.                                     Exercise Schedule. Except as
otherwise provided in Sections 6 or 9 of this Agreement, or in the Plan, the Option is exercisable in
installments as provided below, which shall be cumulative. To the extent that
the Option has become exercisable with respect to a percentage of Shares as
provided below, the Option may thereafter be exercised by the Optionee, in
whole or in part, at any time or from time to time prior to the expiration of the
Option as provided herein. The following table indicates each date (the “Vesting
Date”) upon which the Optionee shall be entitled to exercise the Option with
respect to the percentage of Shares granted as indicated beside the date,
provided that the Continuous Service of the Optionee continues through and on
the applicable Vesting Date:


 


	
  Percentage
  of Shares

  	
   

  	
  Number
  of Shares

  	
   

  	
  Vesting
  Date

  
	
    

  	
   

  	
    

  	
   

  	
    

  
	
    

  	
   

  	
    

  	
   

  	
    

  
	
    

  	
   

  	
    

  	
   

  	
    

  



 


Except as otherwise specifically provided
herein, there shall be no proportionate or partial vesting in the periods prior
to each Vesting Date, and all vesting shall occur only on the appropriate
Vesting Date. Upon the termination of the Optionee’s Continuous Service, any
unvested portion of the Option shall terminate and be null and void.


 


4.                                     Method of Exercise. The vested
portion of this Option shall be exercisable in whole or in part in accordance
with the exercise schedule set forth in Section 3 hereof by written notice
which shall state the election to exercise the Option, the number of Shares in
respect of which the Option is being exercised, and such other representations
and agreements as to the holder’s 


 


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investment intent with respect to such Shares as may be required by the
Company pursuant to the provisions of the Plan. Such written notice shall be
signed by the Optionee and shall be delivered in person or by certified mail to
the Secretary of the Company or his or her designee. The written notice shall
be accompanied by payment of the Exercise Price. This Option shall be deemed to
be exercised after both (a) receipt by the Company of such written notice
accompanied by the Exercise Price and (b) arrangements that are
satisfactory to the Committee in its sole discretion have been made for
Optionee’s payment to the Company of the amount, if any, that is necessary to
be withheld in accordance with applicable Federal or state withholding
requirements. No Shares shall be issued pursuant to the Option unless and until
such issuance and such exercise shall comply with all relevant provisions of
applicable law, including the requirements of any stock exchange upon which the
Shares then may be traded.


 


5.                                     Method of Payment. Payment of the
Exercise Price shall be by any of the following, or a combination thereof, at
the election of the Optionee: 
(a) cash; (b) check; (c) to the extent permitted by the
Committee, with Shares owned by the Optionee, or the withholding of Shares that
otherwise would be delivered to the Optionee as a result of the exercise of the
Option, (d) pursuant to a “cashless exercise” procedure, by delivery of a
properly executed exercise notice together with such other documentation, and
subject to such guidelines, as the Committee shall require to effect an exercise
of the Option and delivery to the Company by a licensed broker acceptable to
the Company of proceeds from the sale of Shares sufficient to pay the Exercise
Price and any applicable income or employment taxes, or (e) such other
consideration or in such other manner as may be determined by the Committee in
its absolute discretion.


 


6.                                     Termination of Option.


 


(a)                                  General. Any unexercised portion of
the Option shall automatically and without notice terminate and become null and
void at the time of the earliest to occur of the following:


 


(i)                                     unless
the Committee otherwise determines in writing in its sole discretion, three
months after the date on which the Optionee’s Continuous Service is terminated
other than by reason of (A) a Disability of the Optionee as determined by
a medical doctor satisfactory to the Committee or (B) the death of the
Optionee;


 


(ii)                                  twelve
months after the date on which the Optionee’s Continuous Service is terminated
by reason of a Disability as determined by a medical doctor satisfactory to the
Committee;


 


(iii)                               (A)
twelve months after the date of termination of the Optionee’s Continuous
Service by reason of the death of the Optionee, or, if later, (B) three
months after the date on which the Optionee shall die if such death shall occur
during the one year period specified in Section 6(a)(ii) hereof; or


 


(iv)                              the
tenth anniversary of the date as of which the Option is granted.


 


(b)                                 Cancellation. To the extent not
previously exercised, (i) the Option shall terminate immediately in the event
of (A) the liquidation or dissolution of the Company, or (B) any
reorganization, merger, consolidation or other form of corporate transaction in
which the Company does not survive or the Shares are exchanged for or converted
into securities issued by 


 


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another entity, or an affiliate of such
successor or acquiring entity, unless the successor or acquiring entity, or an
affiliate thereof, assumes the Option or substitutes an equivalent option or
right pursuant to Section 10(c) of the Plan, and (ii) the Committee
in its sole discretion may by written notice (“cancellation notice”) cancel,
effective upon the consummation of any transaction that constitutes a Change in
Control, the Option (or portion thereof) that remains unexercised on such date.
The Committee shall give written notice of any proposed transaction referred to
in this Section 6(b) a reasonable period of time prior to the closing date
for such transaction (which notice may be given either before or after approval
of such transaction), in order that the Optionee may have a reasonable period
of time prior to the closing date of such transaction within which to exercise
the Option if and to the extent that it then is exercisable (including any portion
of the Option that may become exercisable upon the closing date of such
transaction). The Optionee may condition his exercise of the Option upon the
consummation of a transaction referred to in this Section 6(b).


 


7.                                     Transferability. Unless otherwise determined
by the Committee, the Option granted hereby is not transferable otherwise than
by will or under the applicable laws of descent and distribution, and during
the lifetime of the Optionee the Option shall be exercisable only by the
Optionee, or the Optionee’s guardian or legal representative. In addition, the
Option shall not be assigned, negotiated, pledged or hypothecated in any way
(whether by operation of law or otherwise), and the Option shall not be subject
to execution, attachment or similar process. Upon any attempt to transfer,
assign, negotiate, pledge or hypothecate the Option, or in the event of any
levy upon the Option by reason of any execution, attachment or similar process
contrary to the provisions hereof, the Option shall immediately become null and
void. The terms of this Option shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.


 


8.                                     No Rights of Stockholders. Neither
the Optionee nor any personal representative (or beneficiary) shall be, or
shall have any of the rights and privileges of, a stockholder of the Company
with respect to any Shares purchasable or issuable upon the exercise of the
Option, in whole or in part, prior to the date on which the Shares are issued.


 


9.                                     Acceleration of Exercisability of Option.


 


(a)           Acceleration Upon Certain
Terminations or Cancellations of Option. This Option shall
become immediately fully exercisable in the event that, prior to the
termination of the Option pursuant to Section 6 hereof, (i) the Option
is terminated pursuant to Section 6(b)(i) hereof, or (ii) the Company
exercises its discretion to provide a cancellation notice with respect to the
Option pursuant to Section 6(b)(ii) hereof.


 


(b)           Acceleration Upon Change
in Control. This Option shall become immediately fully
exercisable in the event that, prior to the termination of the Option pursuant
to Section 6 hereof, and during the Optionee’s Continuous Service, there
is a “Change in Control”, as defined in Section 9(b) of the Plan.


 


10.                               No Right to Continued Employment. Neither
the Option nor this Agreement shall confer upon the Optionee any right to
continued employment or service with the Company.


 


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11.                               Law Governing. This Agreement shall
be governed in accordance with and governed by the internal laws of the State
of Delaware.


 


12.                               Interpretation / Provisions of Plan Control. This
Agreement is subject to all the terms, conditions and provisions of the Plan,
including, without limitation, the amendment provisions thereof, and to such
rules, regulations and interpretations relating to the Plan adopted by the
Committee as may be in effect from time to time. If and to the extent that this
Agreement conflicts or is inconsistent with the terms, conditions and
provisions of the Plan, the Plan shall control, and this Agreement shall be
deemed to be modified accordingly. The Optionee accepts the Option subject to
all of the terms and provisions of the Plan and this Agreement. The undersigned
Optionee hereby accepts as binding, conclusive and final all decisions or
interpretations of the Committee upon any questions arising under the Plan and
this Agreement, unless shown to have been made in an arbitrary and capricious
manner.


 


13.                               Notices. Any notice under this
Agreement shall be in writing and shall be deemed to have been duly given when
delivered personally or when deposited in the United States mail, registered,
postage prepaid, and addressed, in the case of the Company, to the Company’s
Secretary at 500 George Washington Highway, Smithfield, Rhode Island 02917, or
if the Company should move its principal office, to such principal office, and,
in the case of the Optionee, to the Optionee’s last permanent address as shown
on the Company’s records, subject to the right of either party to designate
some other address at any time hereafter in a notice satisfying the
requirements of this Section.


 


IN WITNESS WHEREOF,
the undersigned have executed this Agreement as of the Date of Grant.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  FGX
  INTERNATIONAL HOLDINGS

  
	
   

  	
  LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
					



 


 


The Optionee acknowledges receipt of a copy
of the Plan and represents that he or she has reviewed the provisions of the
Plan and this Option Agreement in their entirety, is familiar with and understands
their terms and provisions, and hereby accepts this Option subject to all of
the terms and provisions of the Plan and the Option Agreement. The Optionee
further represents that he or she has had an opportunity to obtain the advice
of counsel prior to executing this Option Agreement.


 


	
   

  	
  OPTIONEE:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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