Exhibit 10.31


 


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 John H. Flynn, Jr.,
a resident of the State of Rhode Island (“Executive”).


 


WHEREAS, the Company and Executive 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 13
of the Agreement, the Company and Executive 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
Executive agree as follows:


 


1.             Section 6.2
shall be amended in its entirety to read as follows:


 


“6.2         Executive’s Right to Terminate.  Executive may terminate Executive’s
employment for Good Reason at any time during the term of this Agreement.  For purposes of this Agreement, “Good Reason”
shall mean any of the following (without Executive’s express written consent):


 


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


 


(ii)           the
material reduction by the Company in Executive’s Base Salary as in effect on
the date hereof or as the same may be increased from time to time during the
term of this Agreement;


 


(iii)          a
relocation of the Company’s principal executive offices to a location more than
50 miles from their current location, or the Company requiring Executive to be
based anywhere other than the Company’s principal executive offices; or


 


(iv)          any
material breach by the Company of any provision of this Agreement.


 


Any
proposed termination of employment by Executive shall be presumed to be other
than for Good Reason unless (x) Executive first provides written notice to
the Company within ninety (90) days following the initial existence of the
purported Good Reason condition, (y) the Company has been provided a
period of 


 

















 


thirty
(30) days after receipt of Executive’s notice during which to cure, rescind or
otherwise remedy the actions, events or circumstances described in such notice
and (z) Executive’s termination of employment occurs within two years
following the initial existence of the purported Good Reason condition.”


 


2.             Section 6.3(a) 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 11
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 INTERNTIONAL INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Alec Taylor

  
	
   

  	
  Title: Alec Taylor, CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John H. Flynn, Jr.

  



 


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