Exhibit 10.35


 


AMENDMENT


TO THE


SEVERANCE AGREEMENT


 


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


 


WHEREAS, the Company
and Executive are parties to a certain Severance Agreement dated as of May 2,
2007 (the “Agreement”);


 


WHEREAS, pursuant to
and in accordance with Section 7 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.            The definition of “Good Reason” set
forth in Section 1 shall be amended in its entirety to read as follows:


 


“’Good Reason’ shall mean any of the
following (without Executive’s express written consent): (i) the
assignment to Executive by the Company of any duties materially adversely
inconsistent with Executive’s status with the Company as Vice President,
Corporate Controller, or a material alteration in the nature of Executive’s
responsibilities as Vice President, Corporate Controller, or (ii) a
material reduction by the Company in Executive’s base salary as in effect on
the Effective Date (“Base Salary”) or as the same may be increased from time to
time during the term 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 2.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.            A new 5A shall be added to Section 2
to read as follows:


 

















 


5A.          Section 409A.  To the extent that Executive otherwise would
be entitled to any payment (whether pursuant to this Agreement or otherwise)
during the six (6) months following Executive’s termination of employment
that would be subject to the additional tax imposed under Section 409A of
the Code (“Section 409A”), (x) the payment shall not be made to the
Executive during such six (6) month period and (y) the payment,
together with interest at the applicable federal rate provided for in Section 7872(f)(2) of
the Code shall be paid to Executive on the earlier of the six-month anniversary
of Executive’s termination date or Executive’s death.  Similarly, to the extent that the Executive
otherwise would be entitled to any benefit (other than a payment) during the six
months beginning on the date Executive terminates employment that would be
subject to the Section 409A additional tax, the benefit shall be delayed
and shall begin being provided (together, if applicable, with an adjustment to
compensate Executive for the delay) on the earlier of the six-month anniversary
of Executive’s termination of employment, or Executive’s death.


 


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/ Mark Williams

  



 


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