AMENDMENT TO
INCENTIVE STOCK OPTION AGREEMENT
This Amendment to
the Incentive Stock Option Agreement (this “ Amendment
”) is entered into and effective as of December 20, 2006
between FGX International Holdings Limited (f/k/a Envision
Worldwide Holdings Limited), a British Virgin Islands company (the
“ Company ”) and Steven Crellin (the “
Optionee ”).
WHEREAS,
the Company and the Optionee are parties to that certain Incentive
Stock Option Agreement, dated as of October 2, 2004 (the
“ Agreement ”) pursuant to which the Company
granted the Optionee the Option to purchase the Option
Shares;
WHEREAS,
the parties desire to amend the Agreement to clarify the intent of
the parties regarding the treatment of the Option following
termination of the Optionee’s employment by the Company
without Cause within six months following a Change of Control after
the consummation of an Initial Public Offering by the Company;
and
WHEREAS,
pursuant to Section 9(j) of the Agreement, the Agreement may be
amended, supplemented or modified in whole or in part by an
instrument in writing signed by the parties against whom
enforcement of any such amendment, supplement or modification is
sought;
NOW,
THEREFORE, in consideration of the foregoing, and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as
follows:
1.
Capitalized Terms . Capitalized terms used but not defined
herein shall have the meanings set forth in the
Agreement.
2.
Amendment . Upon consummation of an Initial Public Offering,
the proviso following the first sentence in Section 7(c) shall be
removed and Section 7(c) shall be amended and restated in its
entirety as follows:
“(c)
Termination Without Cause . If the Company or any of its
subsidiaries, as applicable, terminates the Optionee’s
employment with the Company or such subsidiary without Cause, then
(i) the vesting of the portion, if any, of this Option that
has not vested as of the date of such termination but would have
vested on or prior to December 31 of the year in which such
termination occurs under Section 3(b) (the “Accelerated
Portion”) shall be accelerated, and the Accelerated Portion
shall become immediately exercisable as of the date of such
termination, (ii) the Accelerated Portion, together with the
portion o
