Exhibit 10.31
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 between FGX International Inc., a Delaware corporation (the
“Company”) and John H. Flynn, Jr., a resident of
the State of Rhode Island (“Executive”).
WHEREAS , the Company and Executive are parties to a
certain amended and restated Employment Agreement dated as of
February 18, 2008 (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 6.2 shall be amended in its entirety to read as
follows:
“6.2
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 red
