EVENT-BASED VESTING INCENTIVE STOCK OPTION AGREEMENT

EXHIBIT 10.16

EVENT-BASED VESTING INCENTIVE STOCK OPTION AGREEMENT

     This Stock Option Agreement (this “ Agreement ”) is entered into and effective as of December 15, 2005 (the “ Grant Date ”) between FGX International Holdings Limited, a British Virgin Islands company (the “ Company ”) and Alec Taylor (“ Optionee ”).

RECITALS

     The Company is desirous of increasing the incentive of the Optionee whose contributions are important to the continued success of the Company and its subsidiaries by means of the grant to the Optionee of options to purchase the Company’s ordinary shares, $1.00 par value per share (“ Ordinary Shares ”), under the FGX International Holdings Limited 2004 Key Executive Stock Option Plan (f/k/a/ the Envision Worldwide Holdings Limited 2004 Key Executive Stock Option Plan) (the “ Plan ”), a copy of which is attached hereto as Exhibit A .

TERMS OF AGREEMENT

      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.  GRANT OF OPTION

     Subject to the terms and conditions of this Agreement and the Plan, the Company hereby grants to the Optionee an option (the “ Option ”) to purchase an aggregate of 1.319994 Ordinary Shares (the “ Option Shares ”). This Option is intended to be treated as an option which qualifies as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “ Code ”). The number of Option Shares shall be subject to adjustment in the event of changes in the capitalization of the Company as set forth in Section 19 of the Plan.

     2.  EXERCISE PRICE

     Subject to the terms and conditions of the Plan, the exercise price (the “ Option Price ”) of this Option shall be $2,453,728 per Option Share (prorated for any partial Option Share), which is not less than the fair market value of the Ordinary Shares on the date of grant. The Option Price of this Option shall be subject to adjustment in the event of changes in the capitalization of the Company, as set forth in Section 19 of the Plan.

     3.  TERM AND VESTING OF OPTION

     (a)  Option Period . Subject to the terms and conditions of the Plan, this Option shall terminate and all rights to purchase shares hereunder shall cease on the tenth anniversary of the Grant Date.

     (b)  Vesting and Exercisability . Subject to the terms and conditions of the Plan, this Option shall become exercisable upon the occurrence of the events

described in the following schedule and shall be exercisable as to not more than the vested percentage of the shares subject to this Option as follows:

For purposes hereof, the term “ Market Capitalization ” shall mean the closing sale price for an Ordinary Share on the National Association of Securities Dealers Automated Quotation System, or the principal U.S. securities exchange on which the Ordinary Shares are then listed, or if the Ordinary Shares are not quoted on the National Association of Securities Dealers Automated Quotation System and is not listed on a U.S. national or regional exchange, as reported on the principal other market on which the Ordinary Shares are then traded, multiplied by the total number of Ordinary Shares issued and outstanding as of such date.

Notwithstanding the foregoing, the Board of Directors of the Company (“ Board ”) may in its sole discretion provide that any vesting requirement or other such limitation on the exercise of this Option may be rescinded, modified or waived by the Board, in its sole discretion, at any time and from time to time after the Grant Date, so as to accelerate the time at which this Option may be exercised; provided that the Optionee’s written consent be obtained prior to any such rescission or modification which would adversely effect the Optionee’s rights hereunder. A

     4.  PROVISIONS OF PLAN.

     The provisions of the Plan shall govern if and to the extent that there are inconsistencies between those provisions and the provisions hereof. By execution of this Agreement, the Optionee acknowledges receipt of a copy of the Plan and represents that he or she (a) is familiar with the terms and provisions thereof, (b) accepts this Option granted hereby subject to all of the terms and provisions of this Agreement and the Plan, and (c) after reviewing the Plan and this Agreement in their entirety, has had the opportunity to obtain the advice of counsel and fully understands all of the terms and provisions of this Agreement and the Plan prior to the execution hereof.

     5.  MANNER OF EXERCISE AND PAYMENT

          (a) Exercise . This Option may be exercised to the extent vested as provided in Section 3 hereof by delivery to the Company on any business day, at its principal office, addressed to the attention of the President of written notice of exercise, which notice shall specify the number of shares with respect to which this Option is being exercised, and shall be accompanied by payment in full of the Option Price of the shares for which this Option is being exercised, by one or more of the methods provided below.

          (b) Payment . Payment of the Option Price for the Ordinary Shares purchased pursuant to the exercise of this Option shall be made (i) in cash or in cash equivalents; (ii) through the tender to the Company of Ordinary Shares, which shares shall be valued, for purposes of determining the extent to which the Option Price has been paid thereby, at their fair market value (determined in good faith by the Board) on the date of exercise; (iii) by delivering a written direction to the Company that this Option be exercised pursuant to a “cashless” exercise/sale procedure (pursuant to which funds to pay for exercise of this Option are delivered to the Company by a broker upon receipt of stock certificates from the Company) or a cashless exercise/loan procedure (pursuant to which the Optionee would obtain a margin loan from a broker to fund the exercise) through a licensed broker acceptable to the Company whereby the stock certificate or certificates for the Ordinary Shares for which this Option is exercised will be delivered to such broker as the agent for the individual exercising this Option and the broker will deliver to the Company cash (or cash equivalents acceptable to the Company) equal to the Option Price for the Ordinary Shares purchased pursuant to the exercise of this Option plus the amount (i