Exhibit 10.3
AMENDMENT NO. 2 TO TERMS OF EMPLOYMENT
of
XXX X. XXXXXXXX
with
CONCORD CAMERA CORP.
AMENDMENT NO. 2, dated as of February 26, 2003, to Terms of Employment
dated as of January 1, 2000, as heretofore amended (the "Agreement") by and
between CONCORD CAMERA CORP. (the "Company") and XXX X. XXXXXXXX (the
"executive").
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which is hereby acknowledged, the Agreement is hereby amended as follows:
1. Section 3 of the Agreement is hereby deleted and replaced in
its entirety with the following:
"3) Term
The term hereof shall commence effective as of January 1, 2000
(the "Effective Date") and shall end on March 31, 2003,
inclusive (the "Term"). Thereafter, the Term may be renewed or
extended by mutual agreement of both parties in writing. The
employment may be terminated by the Company in accordance with
Section 12 below at any time during the Term."
2. The previous Exhibit B (dated August 10, 2000) to the Agreement is
hereby deleted and replaced in its entirety with the Exhibit B, dated January
12, 2003, attached hereto.
3. Unless otherwise provided herein, all capitalized terms shall have
the meaning assigned to such terms in the Agreement.
4. Except as hereby amended, the Agreement shall continue in full force
and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.
EXECUTIVE: CONCORD CAMERA CORP.
/s/ Xxx X. Xxxxxxxx By: /s/ Xxx X. Xxxxxxx
-------------------------------- ----------------------------------
Xxx X. Xxxxxxxx Xxx X. Xxxxxxx
Chairman, Chief Executive Officer
and President
Date: 2/26/03 Date: 2/26/03
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Exhibit B
CONCORD CAMERA CORP.
CODE OF CONDUCT
Incorporated by reference to the Code of
Conduct, dated January 12, 2003, filed
herewith as part of Exhibit 10.2 -
Amendment No. 3 to Xxxxxx X. Xxxxxx'x
Terms of Employment.
AMENDMENT NO. 3 TO TERMS OF EMPLOYMENT
of
XXX X. XXXXXXXX
with
CONCORD CAMERA CORP.
AMENDMENT NO. 3, dated as of March 30, 2003, to Terms of Employment
dated as of January 1, 2000, as previously amended (the "Agreement"), by and
between CONCORD CAMERA CORP. (the "Company") and XXX X. XXXXXXXX (the
"employee").
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which is hereby acknowledged, the Agreement is hereby amended as follows:
1. Section 3 of the Agreement is hereby deleted and replaced in
its entirety with the following:
"3) Term
The term hereof shall commence effective as of January 1, 2003
and shall end on January 1, 2006, inclusive (the "Term").
Thereafter, the Term may be renewed or extended by mutual
agreement of both parties in writing. The employment may be
terminated by the Company in accordance with Section 12 below
at any time during the Term."
2. Section 5 of the Agreement is hereby deleted and replaced in
its entirety with the following:
"5) Compensation
Salary: $235,500 per annum, effective January 1, 2003. The
aforesaid salary amount is payable in accordance with the
Company's normal payroll policies for executives and is to be
reviewed on an annual basis, with the next such review to be
conducted in June 2003. Thereafter, such reviews will be
conducted on or about January of each year.
Auto allowance: $1,000 per month."
3. The second paragraph of Section 12 of the Agreement is hereby
deleted and replaced in its entirety with the following:
o "Concord may terminate the employee's employment at any time
for any reason or without reason by giving the employee 30
days' written notice. The employee may terminate his
employment after the end of the Term for any reason or without
reason by giving Concord 30 days' written notice. In the event
Concord elects to terminate pursuant to this provision, it may
at its option request employee to remain
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in its employment during the 30 day period following delivery
of notice of termination, provided that the Company shall
continue to provide the employee with his normal and customary
compensation and benefits as prescribed in Sections 5, 8 and
11. Alternatively, Concord may require the employee to cease
working at any time during the 30-day notice period. If: (i)
Concord terminates the employee's employment without cause (as
defined above in this Section) whether during the Term or at
any time after the end of the Term; or (ii) the employee
terminates his employment with Concord after the end of the
Term (but not before), then the employee will be paid for a
total of one (1) year (post-employment compensation),
excluding any portion of the 30-day notice period for which
the employee remained in the Company's employment, at the then
effective compensation provided for in Section 5. The
post-employment compensation related to the employee's salary
and auto allowance will be paid in installments (net of
required withholding) in accordance with the Company's normal
payroll schedule for executives. The Company's obligation to
pay any such post-employment compensation is conditioned upon
the employee's prior and continued compliance with the
provisions of this Agreement including, but not limited to,
Section 13 and Exhibit A."
4. The last sentence of the first paragraph of Section 13 of the
Agreement is hereby deleted and replaced in its entirety with the following:
"The employee acknowledges that, if the Company terminates the
employee's employment with cause (as defined in Section 12) or
if the employee terminates his employment with the Company
before the end of the Term (in breach of this Agreement), then
the employee will not be entitled to receive the
post-employment compensation described in Section 12 but the
non-compete covenants will nevertheless remain in full force
and effect."
5. The following new Section 21 is hereby added to the Agreement:
"21) Acknowledgment of Certain Obligations by the Employee
The employee expressly acknowledges and agrees that:
o He has an affirmative obligation to promptly communicate in
writing to Concord's Chief Operating Officer ("COO"), Senior
Executive Vice President, Chief Financial Officer ("CFO"), and
the Vice President in charge of Supply Chain (currently, Xxxxx
Xxxxxxx, Xxxxx Xxxx, Xxxx Xxxxxxxxxx and Xxxxx Xxxx) any and
all changes known to him or of which he is or becomes aware in
the terms and conditions related to each and every customer
account including, but not limited to, those regarding price,
discounts, return or other allowances, price protection,
slotting fees, co-op advertising, and/or any other advertising
or promotions, payment terms, return fees, handing fees,
delivery terms, quantity or volume discounts, warehousing or
storage fees, and buy-backs or coupons;
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o A summary profile report will be prepared in a timely fashion
by the employee and/or under his supervision for each and
every customer account (hereinafter, the "Account Profile
Reports") and shall include the following information at a
minimum: (a) contact information for the customer (i.e. name,
address, etc.) and all agreed terms and conditions of sale;
(b) a summary of any supply agreements that have been signed
with, or with respect to, the customer; (c) a description
(with pictures, if possible) of all products that the Company
currently sells to the customer with the prices at which each
such product is currently being sold to the customer; (d) a
summary of the terms of any and all agreement(s) with the
customer, whether made in writing or verbally; and (e) any
other relevant information; and
o As soon as each Account Profile Report is completed, and each
time an Account Profile Report is subsequently revised, the
employee will be required to certify in writing that, to the
best of his knowledge, each Account Profile Report is accurate
and complete and reflects any and all of the above terms
and/or conditions that are applicable to the customer. The
employee will also be required to certify in writing, at least
quarterly, as to each and every Account Profile Report either:
(a) that, to the best of his knowledge, there have been no
changes to the information contained in the Account Profile
Report; or (b) that, to the best of his knowledge, any changes
thereto and/or to any of the terms or conditions for that
account: (i) have been communicated to Concord's COO, Senior
Executive Vice President, CFO, and the Vice President in
charge of Supply Chain (currently, Xxxxx Xxxxxxx, Xxxxx Xxxx,
Xxxx Xxxxxxxxxx and Xxxxx Xxxx); and (ii) were approved in
advance by the COO (currently, Xxxxx Xxxxxxx). In the case of
(b), the Account Profile Report will be revised accordingly
and then must be re-certified promptly by the employee in
writing.
The employee further agrees that any failure to comply in all
material respects with one or more of the obligations set
forth in this Section 21 will constitute a material breach of
this Agreement by the employee."
6. Unless otherwise provided herein, all capitalized terms shall have
the meaning assigned to such terms in the Agreement.
7. Except as otherwise provided in paragraph 2 above, the foregoing
amendments are effective as of March 30, 2003. Except as hereby amended, the
Agreement shall continue in full force and effect.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.
EMPLOYEE: CONCORD CAMERA CORP.
/s/ Xxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxxxx
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Xxx X. Xxxxxxxx Xxxxx X. Xxxxxxx
Executive Vice President
Chief Operating Officer
Date: 4/14/03 Date: 4/14/03
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