Exhibit 10.35
AMENDMENT
TO THE
SEVERANCE
AGREEMENT
This Amendment to the Severance
Agreement is made as of December 5, 2008 by and between FGX
International Inc., a Delaware corporation (the
“Company”) and Mark Williams, a resident of the State
of Rhode Island (“Executive”).
WHEREAS , the Company and Executive are parties to a
certain Severance Agreement dated as of May 2, 2007 (the
“Agreement”);
WHEREAS , pursuant to and in accordance with
Section 7 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.
The definition of “Good Reason” set forth in
Section 1 shall be amended in its entirety to read as
follows:
“’ Good
Reason’ shall mean any of the following (without
Executive’s express written consent): (i) the assignment
to Executive by the Company of any duties materially adversely
inconsistent with Executive’s status with the Company as Vice
President, Corporate Controller, or a material alteration in the
nature of Executive’s responsibilities as Vice President,
Corporate Controller, or (ii) a material reduction by the
Company in Executive’s base salary as in effect on the
Effective Date (“Base Salary”) or as the same may be
increased from time to time during the term of this
Agreement. Any proposed termination of employmen
