EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2009 • FGX International Holdings LTD • Ophthalmic goods • Rhode Island
This Employment Agreement (the “Agreement”) is entered into and shall be effective as of November 6, 2009, by and among FGX International Inc., a Delaware corporation with a mailing address of 500 George Washington Highway, Smithfield, Rhode Island 02917 (the “Company”), and Robert Grow, an individual currently with a residence in the State of Rhode Island (“Executive”).
AMENDMENT TO THE EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2009 • FGX International Holdings LTD • Ophthalmic goods
This Amendment to the Employment Agreement is made as of November 6, 2009 by and among FGX International Inc., a Delaware corporation (the “Company”), and Richard W. Kornhauser, a resident of the State of Rhode Island (the “Executive”).
AMENDMENT TO THE EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2009 • FGX International Holdings LTD • Ophthalmic goods
This Amendment to the Employment Agreement is made as of December 5, 2008 by and between FGX International Inc., a Delaware corporation (the “Company”) and Gerald Kitchen, a resident of the State of Rhode Island (“Executive”).
AMENDMENT TO TIME-BASED VESTING INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • December 20th, 2006 • FGX International Holdings LTD • Rhode Island
This Amendment to the Time-Based Vesting Incentive Stock Option Agreement (this “Amendment”) is entered into and effective as of December 20, 2006 between FGX International Holdings Limited, a British Virgin Islands company (the “Company”) and Alec Taylor (the “Optionee”).
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • December 7th, 2007 • FGX International Holdings LTD • Ophthalmic goods • Delaware
AMENDMENT NO. 4 TO THE EMPLOYMENT AGREEMENTEmployment Agreement • March 8th, 2010 • FGX International Holdings LTD • Ophthalmic goods
This Amendment No. 4 to the Employment Agreement is made as of December 15, 2009 by and among FGX International Inc., a Delaware corporation (the “Company”) and Anthony Di Paola, a resident of the State of Rhode Island (the “Executive”).
AMENDMENT TO THE EMPLOYMENT AGREEMENTEmployment Agreement • March 8th, 2010 • FGX International Holdings LTD • Ophthalmic goods
This Amendment to the Employment Agreement is made as of December 15, 2009 by and among FGX International Inc., a Delaware corporation (the “Company”) and Robert Grow, a resident of the State of Rhode Island (the “Executive”).
AMENDMENT NO. 3 TO THE EMPLOYMENT AGREEMENTEmployment Agreement • December 18th, 2009 • FGX International Holdings LTD • Ophthalmic goods
This Amendment No. 3 (this “Amendment”) to the Employment Agreement is made as of December 15, 2009 by and among FGX International Inc., a Delaware corporation (the “Company”), and Jeffrey Giguere, a resident of the State of Rhode Island (the “Executive”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2008 • FGX International Holdings LTD • Ophthalmic goods • Rhode Island
This Amended and Restated Employment Agreement (this "Agreement"), dated as of February 18, 2008, is entered into by and between FGX International Inc., a Delaware corporation (the "Company"), and Steven Crellin, a resident of the State of Massachusetts (the "Employee").
FGX INTERNATIONAL HOLDINGS LIMITED [__________] Ordinary Shares Form of Underwriting AgreementUnderwriting Agreement • October 4th, 2007 • FGX International Holdings LTD • Ophthalmic goods • New York
William Blair & Company, L.L.C. SunTrust Robinson Humphrey, Inc. As Representatives of the several Underwriters listed in Schedule I hereto
FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTForm of Director and Officer Indemnification Agreement • June 28th, 2007 • FGX International Holdings LTD • Ophthalmic goods • Delaware
This Director and Officer Indemnification Agreement (the “Agreement”) is made and entered into this ___day of ___, ___, by and among FGX International Holdings Limited, a British Virgin Islands business company (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company and any successor to the Company), FGX International Inc., a Delaware corporation, and wholly-owned indirect subsidiary of the Company (“FGX Delaware”) and ___ (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2008 • FGX International Holdings LTD • Ophthalmic goods • Rhode Island
This Employment Agreement (the "Agreement") is entered into and shall be effective as of January 31, 2008, by and among FGX International Inc., a Delaware corporation with a mailing address of 500 George Washington Highway, Smithfield, Rhode Island 02917 (the "Company"), and Richard W. Kornhauser, an individual currently with a residence in the State of Tennessee ("Executive").
SEVERANCE AGREEMENTSeverance Agreement • September 27th, 2007 • FGX International Holdings LTD • Ophthalmic goods • Rhode Island
THIS SEVERANCE AGREEMENT (the “Agreement”) is entered into and shall be effective as of May 2, 2007 (“Effective Date”), by and among FGX International, Inc., a Delaware corporation with a mailing address of 500 George Washington Highway, Smithfield, Rhode Island 02917 (the “Company”), and Mark Williams, an individual with a residence in the State of Rhode Island (“Executive”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 7th, 2007 • FGX International Holdings LTD • Ophthalmic goods • Rhode Island
This Amended and Restated Employment Agreement (this “Agreement”) is entered into and shall be effective as of December 19, 2006 (the “Amended Agreement Effective Date”), by and among FGX International Inc., a Delaware corporation (the “Company”), Alec Taylor, a resident of the State of Rhode Island (the “Executive”) and solely with respect to Sections 3, 4(c), 24 and 30 of this Agreement, FGX International Holdings Limited, a British Virgin Islands Corporation (“FGX Holdings”).
AMENDMENT NO. 3 TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 18th, 2009 • FGX International Holdings LTD • Ophthalmic goods
This Amendment No. 3 (this “Amendment”) to the Amended and Restated Employment Agreement is made as of December 15, 2009 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”).
FGX INTERNATIONAL HOLDINGS LIMITED 500 GEORGE WASHINGTON HIGHWAY SMITHFIELD, RHODE ISLAND 02917FGX International Holdings LTD • June 28th, 2007 • Ophthalmic goods
Reference is hereby made to that certain (i) Shareholders’ Agreement (the “Shareholders’ Agreement”) dated as of September 29, 2004 among FGX International Holdings Limited (f/k/a Envision Worldwide Holdings Limited), a British Virgin Islands business company (the “Company”), you and the other shareholders of the Company, and (ii) Amended and Restated Employment Agreement (the “Employment Agreement”) dated as of August 15, 2005, by and among FGX International Inc., a Delaware corporation, you and, solely with respect to Section 13 of the Employment Agreement, AAi.FosterGrant, Inc.
REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of December 19, 2007 among FGX INTERNATIONAL INC. as Borrower FGX INTERNATIONAL HOLDINGS LIMITED AND FGX INTERNATIONAL LIMITED as Parent Guarantors THE LENDERS FROM TIME TO TIME PARTY HERETO, SUNTRUST...Credit and Term Loan Agreement • March 14th, 2008 • FGX International Holdings LTD • Ophthalmic goods • New York
THIS REVOLVING CREDIT AND TERM LOAN AGREEMENT (this "Agreement") is made and entered into as of December 19, 2007, by and among FGX INTERNATIONAL HOLDINGS LIMITED, a British Virgin Islands business company ("Holdings"), FGX INTERNATIONAL LIMITED, a British Virgin Islands business company ("International"), FGX INTERNATIONAL INC., a Delaware corporation (the "Borrower"), the several banks and other financial institutions and lenders from time to time party hereto (the "Lenders"), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the "Administrative Agent"), as issuing bank (the "Issuing Bank") and as swingline lender (the "Swingline Lender").
STOCK PURCHASE AGREEMENT BY AND AMONG DIOPTICS MEDICAL PRODUCTS, INC., as the Company, FGX INTERNATIONAL INC., as the Purchaser, FGX INTERNATIONAL HOLDINGS LIMITED, as Holdings, THE SELLERS SET FORTH HEREIN AND THE SELLER REPRESENTATIVE DATED AS OF...Stock Purchase Agreement • November 26th, 2008 • FGX International Holdings LTD • Ophthalmic goods • Delaware
STOCK PURCHASE AGREEMENT dated as of November 26, 2008, by and among FGX INTERNATIONAL INC., a Delaware corporation (“Purchaser”), Dioptics Medical Products, Inc., a California corporation (the “Company”), FGX International Holdings Limited, a British Virgin Islands corporation and the parent company of the Purchaser (“Holdings”), the shareholders of the Company listed on the signature pages hereto (individually a “Seller” and collectively, “Sellers”) and the Seller Representative.
PURCHASE ORDERFGX International Holdings LTD • August 7th, 2009 • Ophthalmic goods • Rhode Island
THIS PURCHASE ORDER is entered into pursuant to the terms and conditions attached hereto. The effective date of this Purchaser Order will be the date of Supplier’s execution (“Effective Date”).
AMENDMENT NO. 3 TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 8th, 2010 • FGX International Holdings LTD • Ophthalmic goods
This Amendment No. 3 to the Amended and Restated Employment Agreement is made as of December 15, 2009 by and among FGX International Inc., a Delaware corporation (the “Company”) and Steven Crellin, a resident of the State of Rhode Island (the “Executive”).
FORM OF TIME-BASED VESTING INCENTIVE STOCK OPTION AGREEMENTVesting Incentive Stock Option Agreement • June 28th, 2007 • FGX International Holdings LTD • Ophthalmic goods • Rhode Island
This Stock Option Agreement (this “Agreement”) is entered into and effective as of (the “Grant Date”) between FGX International Holdings Limited, a British Virgin Islands company (the “Company”) and (the “Optionee”).
AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2009 • FGX International Holdings LTD • Ophthalmic goods
This Amendment to the Amended and Restated Employment Agreement is made as of December 5, 2008 by and between FGX International Inc., a Delaware corporation (the “Company”) and Steven Crellin, a resident of the Commonwealth of Massachusetts (the “Employee”).
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • December 20th, 2006 • FGX International Holdings LTD • Delaware
This Director and Officer Indemnification Agreement (the “Agreement”) is made and entered into this ___day of ___, 2006, by and among FGX International Holdings Limited, a British Virgin Islands international business company (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company and any successor to the Company), FGX International Inc., a Delaware corporation, and wholly-owned indirect subsidiary of the Company (“FGX Delaware”) and ___ (“Indemnitee”).
AMENDMENT TO EVENT-BASED VESTING INCENTIVE STOCK OPTION AGREEMENTVesting Incentive Stock Option Agreement • December 20th, 2006 • FGX International Holdings LTD • Rhode Island
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”).
FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • June 28th, 2007 • FGX International Holdings LTD • Ophthalmic goods • New York
FIRST AMENDMENT, dated as of May 24, 2007 (this “Amendment”), to the SECOND LIEN CREDIT AGREEMENT, dated as of December 9, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among FGX INTERNATIONAL INC., a Delaware corporation (the “US Borrower”), FGX INTERNATIONAL LIMITED, a British Virgin Islands company and the parent of the US Borrower (the “BVI Borrower”, and together with the US Borrower, the “Borrowers” and, individually, each a “Borrower”), the Lenders parties thereto, J.P. MORGAN SECURITIES INC. and GE CAPITAL MARKETS, INC. as co-lead arrangers, GENERAL ELECTRIC CAPITAL CORPORATION, as Syndication Agent, and JPMORGAN CHASE BANK, N.A., as Administrative Agent. Terms used herein but not defined shall have the meanings set forth in the Credit Agreement.
SECOND LIEN CREDIT AGREEMENT among FGX INTERNATIONAL INC., as US Borrower, FGX INTERNATIONAL LIMITED, as BVI Borrower, The Several Lenders from Time to Time Parties Hereto, GENERAL ELECTRIC CAPITAL CORPORATION, as Syndication Agent, and JPMORGAN CHASE...FGX International Holdings LTD • December 20th, 2006 • New York
SECOND LIEN CREDIT AGREEMENT, dated as of December 9, 2005, among FGX INTERNATIONAL INC., a Delaware corporation (the “US Borrower”), FGX INTERNATIONAL LIMITED, a British Virgin Islands international business company (the “BVI Borrower”, and together with the US Borrower, the “Borrowers” and, individually, each a “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), GENERAL ELECTRIC CAPITAL CORPORATION, as syndication agent (in such capacity, the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., as administrative agent.
TIME-BASED INCENTIVE STOCK OPTION AGREEMENTTime-Based Incentive Stock Option Agreement • December 20th, 2006 • FGX International Holdings LTD • Rhode Island
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 corporation (the “Company”) and Steven Crellin (the “Optionee”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 7th, 2009 • FGX International Holdings LTD • Ophthalmic goods • Rhode Island
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2009 • FGX International Holdings LTD • Ophthalmic goods
This Amendment No. 2 to the Amended and Restated Employment Agreement is made as of November 6, 2009 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”).
AMENDMENT NO. 2 TO THE EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2009 • FGX International Holdings LTD • Ophthalmic goods
This Amendment No. 2 to the Amended and Restated Employment Agreement is made as of November 6, 2009 by and among FGX International Inc., a Delaware corporation (the “Company”), and Steven Crellin, a resident of the State of Rhode Island (the “Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2006 • FGX International Holdings LTD • Delaware
This REGISTRATION RIGHTS AGREEMENT is dated as of November 17, 2006 by and between FGX International Holdings Limited, an International Business Company organized under the laws of the British Virgin Islands (the “Company”) and Berggruen Holdings North America Ltd., an International Business Company organized under the laws of the British Virgin Islands (“Berggruen”).
SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • December 20th, 2006 • FGX International Holdings LTD • Rhode Island
This Shareholders’ Agreement (this “Agreement”) is entered into and shall be effective as of September, 2004 among Envision Worldwide Holdings Limited, a British Virgin Islands international business company (the “Company”), and certain shareholders of the Company from time to time made a party hereto (each such Person being referred to herein as a “Shareholder” and all such Persons being referred to collectively herein as the “Shareholders”).
AMENDMENT NO. 4 TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 8th, 2010 • FGX International Holdings LTD • Ophthalmic goods
This Amendment No. 4 to the Amended and Restated Employment Agreement is made as of December 15, 2009 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”).
STOCK PURCHASE AND SALE AGREEMENT BY AND AMONG FGX INTERNATIONAL INC., OR ITS NOMINEE, AS BUYER, CORINNE MCCORMACK, INC. AND EYE-BAR INC., COLLECTIVELY AS COMPANY AND CORINNE MCCORMACK, AS SHAREHOLDER DATED AS OF OCTOBER 28, 2009Stock Purchase and Sale Agreement • November 6th, 2009 • FGX International Holdings LTD • Ophthalmic goods • New York
THIS STOCK PURCHASE AND SALE AGREEMENT (together with all Exhibits and Schedules, this “Agreement”) dated as of October 28, 2009, by and among FGX International Inc., a corporation organized under the laws of the State of Delaware, or its nominee (“Buyer”), Corinne McCormack, Inc. (“CMI”) and eye-bar inc. (“EBI”), each a corporation organized under the laws of the State of New York (CMI and EBI collectively referred to as, “Company”) and Corinne A. McCormack, a resident of the State of New York and the holder of all of the Company Shares (“Shareholder”).
FIRST LIEN CREDIT AGREEMENT among FGX INTERNATIONAL INC., as US Borrower, FGX INTERNATIONAL LIMITED, as BVI Borrower, The Several Lenders from Time to Time Parties Hereto, GENERAL ELECTRIC CAPITAL CORPORATION, as Syndication Agent, and JPMORGAN CHASE...Credit Agreement • December 20th, 2006 • FGX International Holdings LTD • New York
FIRST LIEN CREDIT AGREEMENT, dated as of December 9, 2005, among FGX INTERNATIONAL INC., a Delaware corporation (the “US Borrower”), FGX INTERNATIONAL LIMITED, a British Virgin Islands international business company (the “BVI Borrower”, and together with the US Borrower, the “Borrowers” and, individually, each a “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), GENERAL ELECTRIC CAPITAL CORPORATION, as syndication agent (in such capacity, the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., as administrative agent.
