AMENDMENT TO
EVENT-BASED VESTING INCENTIVE STOCK OPTION AGREEMENT
This Amendment to
the Event-Based Vesting Incentive Stock Option Agreement (this
“ Amendment ”) is entered into and effective as
of November 16, 2006 between FGX International Holdings
Limited, a British Virgin Islands company (the “
Company ”) and Alec Taylor (the “
Optionee ”).
WHEREAS,
the Company and the Optionee are parties to that certain
Event-Based Vesting Incentive Stock Option Agreement, dated as of
December 15, 2005 (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 correct a
scrivener’s error and clarify the intent of the parties
regarding the treatment of the Option upon termination of the
Optionee’s employment with the Company; and
WHEREAS,
pursuant to Section 8(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.
Addition of New Section 8. Following Section 7 in
the Agreement, a new Section 8 shall be added as follows,
Section 8 in the Agreement shall be renumbered as
Section 9 and all corresponding references to Section 8
in the Agreement shall be deemed to refer to
Section 9:
“8.
TERMINATION OF EMPLOYMENT
(a)
Voluntary Termination by Optionee. If the Optionee
voluntarily terminates his employment with the Company or its
subsidiaries, as applicable, (i) the portion, if any, of this
Option that has vested as of the date of such termination shall be
exercisable for a period not to exceed thirty (30) days after
the date of such termination, at which time, the vested and
unexercised portion of this Option shall terminate, and the
Optionee shall have no further right to purchase Ordinary Shares
pursuant to the vested but unexercised portion of this Option, and
(ii) the portion, if any, of this Option that has not vested as of
the date of such termination shall terminate immediately, and the
Optionee shall have no further right to purchase Ordinary Shares
pursuant to the unvested portion of this Option.
(b)
Termination for Cause. If the Company or any of its
subsidiaries, as applicable, terminates the Optionee’s
employment with the Company or such subsidiary for Cause, this
Option (including that portion of the Option that has vested and
that portion of the Option that has not vested as of the date of
such termination) shall terminate immediately, and the Optionee
shall have no further right to purchase Ordinary Shares pursuant to
this Option. The Board shall determine whether Cause exists for
purposes of this Agreement and such determination shall be final,
binding and conclusive.
(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 portion of this Option, if any, that has vested as of
the date of such termination shall be exercisable by the Optionee
for a period of time not to exceed thirty (30) days after the
date of such termination, at which time, the vested and unexercised
portion of this Option shall terminate, and the Optionee shall have
no further right to purchase Ordinary Shares pursuant thereto, and
(ii) the portion, if an
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