Exhibit 10.29


 


AMENDMENT


TO THE


AMENDED AND RESTATED


EMPLOYMENT AGREEMENT


 


This Amendment to the Amended and Restated
Employment Agreement is made as of December 5, 2008 by and between FGX
International Inc., a Delaware corporation (the “Company”) and Steven Crellin,
a resident of the Commonwealth of Massachusetts (the “Employee”).


 


WHEREAS, the Company
and the Employee are parties to a certain amended and restated Employment
Agreement dated as of February 18, 2008 (the “Agreement”);


 


WHEREAS, pursuant to
and in accordance with Section 22 of the Agreement, the Company and the
Employee desire to amend the Agreement to, among other things, comply with the
provisions of Section 409A of the Internal Revenue Code of 1986 (“Section 409A”).


 


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


 


1.             Section 9(e) shall be amended in
its entirety to read as follows:


 


“(e)         Resignation for Good Reason.  Notwithstanding anything to the contrary
within this Agreement, if the Company substantially changes the terms and
conditions of Employee’s employment by either (i) unilaterally materially reducing
his Base Salary or (ii) materially reducing or materially adversely
changing his job responsibilities without his consent, then Employee shall have
the right to terminate his employment with the Company for “Good Reason.”  Prior to doing so, the Employee shall be
required to provide notice to the Company in writing, within ninety (90) days
following the initial existence of the purposed Good Reason condition, of the
specific circumstances which the Employee contends justify his resignation for “Good
Reason,” and the Company shall have thirty (30) business days in which to cure
such changes which led to the Employee’s determination to that he had the right
to resign for “Good Reason.”  The
Employee’s resignation for Good Reason shall occur within two years following
the initial existence of the purported Good Reason condition  If the Employee resigns for “Good Reason,” he
shall be entitled to the severance benefits as if he had been terminated
without cause as described in subsection (g) below.”


 


2.             Section 9(g) shall
be amended to add the following sentence to the end thereof:


 


“Notwithstanding anything herein to the contrary, each severance
payment shall be deemed to be a separate payment within the meaning of Section 409A
of the Code and the regulations thereunder.”


 


3.             Section 17
shall be amended by deleting the word “disability” therefrom.


 

















 


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


 


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


 


	
   

  	
  FGX
  INTERNATIONAL INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alec Taylor

  
	
   

  	
  Title: Alec Taylor, CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Crellin

  



 


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