TIME BY THE COMPANY'S BOARD OF DIRECTORS PRIOR TO THE COMMENCEMENT OF THE
FISCAL YEAR.
POLINELLI SHALL BE PAID A PRE-TAX SALARY OF [CONFIDENTIAL
TREATMENT REQUESTED] FOR EACH YEAR OF SUCH SERVICE, PLUS
15
CUSTOMARY BENEFITS.
IN NO EVENT SHALL POLINELLI WORK LESS THAN [CONFIDENTIAL
TREATMENT REQUESTED] HOURS PER WEEK FOR THE COMPANY.
NOTWITHSTANDING THE
FOREGOING, THE PARTIES AGREE THAT (I) THE COMPANY SHALL HIRE A GENERAL MANAGER
NO LATER THAN DECEMBER 31, 2006 TO RUN THE DAY-TO-DAY OPERATIONS OF THE COMPANY,
SUBJECT TO THE SUPERVISION OF THE BOARD OF DIRECTORS OF THE COMPANY OR ITS
DESIGNEE, AND (II) IN THE EVENT THAT THE BUYER SELLS THE COMPANY TO A THIRD
PERSON, POLINELLI SHALL HAVE THE RIGHT TO TERMINATE HIS POSITION WITH THE
COMPANY WITHOUT ANY COMPETITIVE LIMITATIONS, INCLUDING, BUT NOT LIMITED TO, HIS
ROLE AS A DIRECTOR OF POLINELLI S.R.L.
IN ADDITION, THE BUYER ACKNOWLEDGES THAT
POLINELLI IS INVOLVED AS OWNER AND SOLE DIRECTOR OF ANOTHER BUSINESS THAT
DISTRIBUTES EYEWEAR.
6.5
DILIGENCE.
THE BUYER SHALL COMPLETE ITS
TAX, ACCOUNTING AND LEGAL DILIGENCE BY OCTOBER 15, 2005.
IN ADDITION, THE BUYER
SHALL NOTIFY THE QUOTAHOLDERS NO LATER THAN OCTOBER 15, 2005 IN THE EVENT THAT
IT IS UNABLE TO COMPLETE ITS DILIGENCE BECAUSE OF ADDITIONAL INFORMATION THAT IT
NEEDS TO RECEIVE FROM THE COMPANY OR THE QUOTAHOLDERS.
IN NO EVENT SHALL BUYER
BE DEEMED TO BE IN BREACH OF THIS AGREEMENT IF IT NOTIFIES THE QUOTAHOLDERS THAT
IT HAS NOT COMPLETED ITS DILIGENCE AS A RESULT OF THE FAILURE OF THE
QUOTAHOLDERS OR THE COMPANY TO PROVIDE SUFFICIENT DILIGENCE MATERIALS TO THE
BUYER.
7.
INDEMNIFICATION.
7.1
INDEMNIFICATION BY THE COMPANY AND
QUOTAHOLDERS.
EACH OF THE QUOTAHOLDERS (INDIVIDUALLY AND COLLECTIVELY, THE
"QUOTAHOLDER INDEMNIFYING PARTIES") HEREBY AGREES TO JOINTLY AND SEVERALLY
DEFEND, INDEMNIFY AND HOLD HARMLESS THE BUYER AND ITS SUCCESSORS, ASSIGNS AND
AFFILIATES (COLLECTIVELY, THE "BUYER INDEMNITEES") FROM AND AGAINST ANY AND ALL
LOSSES, DEFICIENCIES, LIABILITIES, DAMAGES, ASSESSMENTS, JUDGMENTS, COSTS AND
EXPENSES, INCLUDING ATTORNEYS' FEES (BOTH THOSE INCURRED IN CONNECTION WITH THE
DEFENSE OR PROSECUTION OF THE INDEMNIFIABLE CLAIM AND THOSE INCURRED IN
CONNECTION WITH THE ENFORCEMENT OF THIS PROVISION) (COLLECTIVELY, "BUYER
LOSSES"), CAUSED BY, RESULTING FROM OR ARISING OUT OF (I) BREACHES OF ANY
REPRESENTATION OR WARRANTY HEREUNDER OR ANY ANCILLARY AGREEMENT ON THE PART OF
ANY QUOTAHOLDER INDEMNIFYING PARTY AND (II) FAILURES BY ANY QUOTAHOLDER
INDEMNIFYING PARTY TO PERFORM OR OTHERWISE FULFILL ANY UNDERTAKING OR OTHER
AGREEMENT OR OBLIGATION HEREUNDER OR UNDER ANY ANCILLARY AGREEMENT; AND ANY AND
ALL ACTIONS, SUITS, PROCEEDINGS, CLAIMS, DEMANDS, INCIDENT TO ANY OF THE
FOREGOING OR SUCH INDEMNIFICATION; PROVIDED, HOWEVER, THAT IF ANY CLAIM,
LIABILITY, DEMAND, ASSESSMENT, ACTION, SUIT OR PROCEEDING SHALL BE ASSERTED
AGAINST A BUYER INDEMNITEE IN RESPECT OF WHICH A BUYER INDEMNITEE PROPOSES TO
DEMAND INDEMNIFICATION ("BUYER INDEMNIFIED CLAIMS"), BUYER OR SUCH OTHER BUYER
INDEMNITEE SHALL NOTIFY THE QUOTAHOLDER INDEMNIFYING PARTIES THEREOF, PROVIDED,
FURTHER, HOWEVER, THAT THE FAILURE TO SO NOTIFY THE QUOTAHOLDER INDEMNIFYING
PARTIES SHALL NOT REDUCE OR AFFECT THE QUOTAHOLDER INDEMNIFYING PARTIES'
OBLIGATIONS WITH RESPECT THERETO EXCEPT TO