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
