Exhibit 10.33


 


AMENDMENT


TO THE


EMPLOYMENT AGREEMENT


 


This Amendment to the Employment Agreement is
made as of December 5, 2008 by and between FGX International Inc., a
Delaware corporation (the “Company”) and Gerald Kitchen, a resident of the
State of Rhode Island (“Executive”).


 


WHEREAS, the Company
and Executive are parties to a certain Employment Agreement dated as of August 27,
2007 (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(b) shall be
amended in its entirety to read as follows:


 


“(b)        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(c)(i) 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.            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/ Gerald Kitchen

  



 


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