0001104659-09-070651 Sample Contracts

AMENDMENT NO. 3 TO THE EMPLOYMENT AGREEMENT
Employment 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”).

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AMENDMENT NO. 3 TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment 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”).

AMENDMENT NO. 3 TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment 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”), and John H. Flynn, Jr., a resident of the State of Rhode Island (the “Executive”).

AGREEMENT AND PLAN OF MERGER among ESSILOR INTERNATIONAL, 1234 ACQUISITION SUB INC. and FGX INTERNATIONAL HOLDINGS LIMITED Dated as of December 15, 2009
Agreement and Plan of Merger • December 18th, 2009 • FGX International Holdings LTD • Ophthalmic goods • New York

AGREEMENT AND PLAN OF MERGER, dated as of December 15, 2009 (the “Agreement”), among Essilor International, a French société anonyme (“Parent”), 1234 Acquisition Sub Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), and FGX International Holdings Limited, a British Virgin Islands business company (the “Company”).

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