Exhibit 10.28


 


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 among FGX
International Inc., a Delaware corporation (the “Company”), Alec Taylor, a
resident of the State of Rhode Island (the “Executive”) and FGX International
Holdings Limited, a British Virgin Islands Corporation (“FGX Holdings”).


 


WHEREAS, the
Company, the Executive and FGX Holdings are parties to a certain amended and
restated Employment Agreement dated as of December 19, 2006 (the
“Agreement”);


 


WHEREAS, pursuant to
and in accordance with Section 20 of the Agreement, the Company, the
Executive and FGX Holdings 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, the Executive and FGX Holdings agree as
follows:


 


1.             Section 6(f) shall be amended in
its entirety to read as follows:


 


“(f)          Good
Reason.  The Executive shall have the
right to terminate this Agreement and his employment with the Company hereunder
by delivery of a written notice to the Company upon Good Reason.  For purposes of this Agreement, “Good Reason”
means: (i) a change in the Executive’s principal office to a location
outside a fifty (50) mile radius of the Executive’s principal office
referenced in paragraph 3 above without the prior written consent of the
Executive; (ii) a material breach of the Agreement by the Company and such
breach is not cured to the reasonable satisfaction of the Executive within thirty
(30) days after written notice thereof is delivered to the Board;
(iii) a material reduction in the Executive’s Base Salary during the
Employment Period other than in connection with an across-the board salary
reduction for the Company’s senior management team approved by the Board (or
the Compensation Committee thereof), provided that the Executive shall have
received prior written notice of such reduction or (iv) any representation
or warranty of the Company or FGX Holdings contained in Section 30 below
shall have been false in any material respect when and as made; provided,
however, that any proposed termination of employment by Executive shall be
presumed to be other than for Good Reason unless (x) the 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 the Executive’s
notice during which to cure, rescind or otherwise remedy the actions, events or
circumstances described in such notice and (z) the Executive’s termination
of employment occurs within two years following the


 

















 


initial existence of the purported Good
Reason condition.”


 


2.             Section 7(b)(iii) shall
be amended to add the following sentence to the end thereof:


 


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


 


3.             Section 16 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.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  FGX
  INTERNTIONAL INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anthony Di Paola

  
	
   

  	
  Title: Anthony Di Paola, Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alec Taylor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FGX
  HOLDINGS:

  
	
   

  	
   

  
	
   

  	
  FGX
  INTERNATIONAL HOLDINGS LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anthony Di Paola

  
	
   

  	
  Title: Anthony Di Paola, Chief Financial Officer

  



 


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