<PAGE>
EXHIBIT 10.21
CONCORD CAMERA CORP.
AMENDED AND RESTATED DEFERRED DELIVERY PLAN
Article I. Introduction
This Concord Camera Corp. Amended and Restated Deferred Delivery
Plan,
as amended through June 30, 2004 (the
"Plan") provides Participants with the
opportunity to defer the delivery of shares
of common stock of Concord Camera
Corp. (the "Company") that would otherwise
be received by the Participants upon
their exercise of stock options granted to
them under the Concord Camera Corp.
1993 Incentive Plan (the "Incentive Plan")
or any other stock option plan or
arrangement of the Company. The Plan is
intended to provide Participants with
added incentives and induce them to remain
employed with the Company. The Plan
creates an unfunded, nonqualified plan
maintained for the purposes of providing
deferred compensation for a select group of
management or highly compensated
employees as described in Sections 201(2),
301(a)(3) and 401(a)(1) of the
Employee Income Retirement Security Act of
1974, and shall be construed and
administered accordingly.
Article II. Definitions
When
used herein with initial capital letters, the following words
have
the following meanings:
(a) Change of Control means the occurrence of any one of the
following
events:
(i) any
"person," as such term is used in Sections
3(a)(9) and 13(d) of the Securities Exchange Act of
1934 (other than the Chief Executive Officer of the
Company and other members of management of the
Company designated by him), becomes a "beneficial
owner," as such term is used in Rule 13d-3
promulgated under that act, of 25% or more of the
Voting Stock of the Company;
(ii)
the majority of the Board of Directors of the Company
consists of individuals who are not members of the
Board of Directors on the effective date of the Plan
(the "Incumbent Directors"); provided that any person
becoming a director subsequent to such date whose
election or nomination for election was supported by
the Chief
Executive Officer of the Company or
two-thirds of the directors who then comprised the
Incumbent Directors shall be considered to be an
Incumbent Director;
(iii) the
Company adopts any plan of liquidation providing
for the distribution of substantially all of its
assets;
(iv)
all or substantially all of the assets or business of
the Company are disposed of pursuant to a merger,
consolidation or other transaction (unless the
shareholders of the Company immediately prior to such
merger, consolidation or other transaction
beneficially own, directly or indirectly, in
substantially the same proportion as they owned the
Voting Stock of the Company, the Voting Stock or
other ownership interests of the entity or entities,
if any, that succeed to the business of the Company);
or
1
06/30/04 approved
<PAGE>
(v) the
Company combines with another company and is the
surviving corporation but, immediately after the
combination, the shareholders of the Company
immediately prior to the combination hold, directly
or indirectly, 50% or less of the Voting Stock of the
combined company (there being excluded from the
number of shares held by such shareholders, but not
from the Voting Stock of the combined company, any
shares received by affiliates of such other company
in exchange for stock of such other company).
(b) Code means the Internal Revenue Code of 1986, as amended.
(c) Committee means the Compensation and Stock Option Committee of
the
Board of Directors of the Company.
(d) Corporate Officer means any officer who has been designated by
the
Board of Directors of the Company as an
"executive officer" of the Company and
as an "officer" for purposes of Section 16
of the Securities Exchange Act of
1934.
(e) Deferral Election Form means the form pursuant to which a
Participant irrevocably elects, prior to
the stock option exercise, to defer
Deferred Shares upon the exercise of the
stock option and provides for such
other elections and information as the
Committee may reasonably require.
(f) Deferral Extension Form means the form pursuant to which a
Participant elects, after the stock option
exercise and deferral transaction, to
extend the Deferral Period pursuant to
paragraph (a) of Article IV.
(g) Deferral Period means the period between the date on which a
stock
option is exercised and the date to which
the Participant elected subject to
paragraph (b) of Article VI to defer the
delivery of the Deferred Shares
attributable to such stock option exercise,
as such period may have been
extended by the Participant pursuant to
paragraph (a) of Article IV.
(h) Deferred Shares means, with respect to a deferral election,
the
difference between the number of shares of
Stock subject to the stock option (or
portion thereof) being exercised by a
Participant and the number of shares of
Stock delivered to the Company by the
Participant to satisfy the stock option
exercise price, less any shares of Stock
used to satisfy withholdings due upon
such stock option exercise if such
withholding is not otherwise paid to the
Company by the Participant in cash.
(i) Deferred Stock Unit Account means the notational account
maintained
by the Company for a Participant to which
shall be credited the Deferred Shares
deferred by the Participant and the
dividend equivalents with respect to such
Deferred Shares.
-2-
<PAGE>
(j) Disability means the Participant's inability, due to physical
or
mental incapacity, to substantially perform
his or her duties and
responsibilities for a period of 180
consecutive days or for 180 days in a
365-day period.
(k) Fair Market Value means the closing price for the Stock as
officially reported on the date immediately
preceding the relevant date (or if
there were no sales on such date, on the
next preceding date on which such
closing price was recorded) by the
principal national securities exchange on
which the Stock is listed or admitted to
trading, or, if the Stock is not listed
or admitted to trading on any such national
securities exchange, the closing
price as furnished by the National
Association of Securities Dealers through
Nasdaq or a similar organization if Nasdaq
is no longer reporting such
information, or, if the Stock is not quoted
on Nasdaq, as determined in good
faith by resolution of the Board (whose
determination shall be conclusive),
based on the best information available to
it.
(l) Mature Stock means shares of Stock (i) purchased by a
Participant
on the open market, (ii) received by a
Participant upon the exercise of a stock
option and held by the Participant for at
least six months or (iii) awarded to a
Participant by the Company and held by the
Participant for at least six months
(provided, however, in the event the Stock
was subject to forfeiture at the time
of the award, the Participant held such
Stock for at least six months after the
forfeiture provisions lapsed).
(m) Participant means a Corporate Officer who is eligible to
participate in the Plan pursuant to Article
III and has made a deferral election
pursuant to Article IV.
(n) Plan Year means the period during which the Plan records are
kept.
The Plan Year shall be the calendar
year.
(o) Stock means the Company's common stock, no par value per
share.
(p) Stock Unit means a notational unit deemed to be equivalent to
one
share of Stock.
(q) Trust means the trust or trusts, if any, created by the Company
to
provide funding for distribution of
benefits in accordance with the provisions
of the Plan. The assets of any such Trust
shall remain subject to the claims of
the Company's general creditors.
(r) Trust Agreement means the written instrument pursuant to which
each
Trust is created.
(s) Trustee means the person or persons designated by the Company
to
hold the Trust fund and to pay benefits and
expenses as authorized by the terms
and provisions of the Trust Agreement.
(t) Voting Stock means capital stock of any class or classes
having
general voting power under ordinary
circumstances, in the absence of
contingencies, to elect the directors of a
corporation.
-3-
<PAGE>
Article III. Participation
Any Corporate Officer designated by the Committee as eligible
to
participate in the Plan may participate in
the Plan as to any and all
outstanding non-qualified stock options
awarded prior to or after the effective
date of such designation to that Corporate
Officer under the Incentive Plan, or
any other stock option plan or arrangement
of the Company, unless the Committee
or the Board of Directors of the Company
determines otherwise. In certain
instances, the Committee or the Board may
determine that a Corporate Officer is
eligible to participate in the Plan as to
one or more outstanding stock options
which are intended to qualify as incentive
stock options, as defined in Section
422 of the Code, for federal income tax
purposes.
Article IV. Deferred Delivery Elections
(a) A Participant may elect to defer receipt of the Deferred
Shares
resulting from a stock-for-stock exercise
of an exercisable stock option awarded
to the Participant under the Incentive Plan
or any other stock option plan or
arrangement of the Company by completing
and submitting a Deferral Election Form
to the Company by a date which is at least
six (6) months in advance of the date
of exercise of the stock option; provided,
however, that in the case of a stock
option that will expire within six months
of the effective date of this Plan,
the Participant may complete and submit a
Deferral Election Form by a date which
is at least five (5) months in advance of
the date of exercise of the stock
option. A Participant may submit a
superceding Deferral Election Form if the
superceding form provides for a Deferral
Period which is both permitted under
paragraph (b) of Article VI and longer than
the Deferral Period described in the
superceded Deferral Election Form;
provided, however, that the revised form
shall be ineffective and shall not
supercede the prior form if it is not
completed and submitted to the Company at
least six (6) months in advance of the
date of exercise of the stock option.
Provided the Deferral Period is permitted under paragraph (b)
of
Article VI, after the date of the stock
option exercise, a Participant: (i) may
elect to extend the Deferral Period by no
less than two years per extension by
completing and submitting a Deferral
Extension Form to the Company by a date
which is at least one year prior to the end
of the Deferral Period, as the same
was scheduled, on the day before the date
of the relevant extension election, to
end; and (ii) may make additional extension
elections meeting the foregoing
requirements as often as once every twelve
(12) months.
The stock option exercise must occur on or prior to the expiration
date
of the stock option and must be
accomplished by delivering (actual delivery or
by attestation), on or prior to the
exercise date, shares of Mature Stock having
a Fair Market Value equal to the exercise
price.
(b) At the time of each deferral election, the Participant shall
be
required to make appropriate arrangements
with the Company to pay any taxes
required to be withheld upon exercise of
the stock option. The Company, in its
discretion, may permit the Participant to
use shares subject to the then
exercisable portion of the stock option as
payment of any taxes required to be
withheld.
(c) A Participant's deferral election shall not be eff
