Exhibit 10.87
Xx. Xxx X. Xxxxxxx
000 Xxxxx Xxxxxxxxx
Xxxxxx Xxxxx, XX 00000
Re: Post-July 1, 2009 Employment Relationship
Between Xxx X. Xxxxxxx and Concord Camera Corp. ("Concord")
Dear Xxx:
This letter will confirm the terms of your employment relationship with
Concord from and after July 1, 2009.
Background. Pursuant to your Amended and Restated Employment Agreement
with Concord, dated as of May 1, 1997, as amended (as amended, the "Employment
Agreement"), your term of employment with Concord will terminate on July 1,
2009. Effective April 23, 2009, Concord was formally dissolved and, under your
supervision, is currently engaged in the process of winding down its business,
satisfying and discharging its liabilities, and collecting and liquidating its
assets (collectively, the "Liquidation Process"). The Liquidation Process is
expected to continue beyond July 1, 2009 and will require continued supervision
by persons knowledgeable regarding Concord's operations, assets and liabilities.
Post-Termination Employment: Nature. Xxxxxxx has requested, and you have
agreed, to continue as Chairman of the Board, Chief Executive Officer and
President of Concord, and to assume the additional office of Treasurer of
Concord, from and after July 1, 2009 and, in these capacities, to supervise and
manage the Liquidation Process. It is understood and agreed that, in discharging
these responsibilities, you will devote such time, attention and energy as you
deem necessary and appropriate. It is understood and agreed that because you
will not receive any salary or other compensation for your post-termination
employment under this letter agreement, you are, therefore, free to be and
become involved in other business activities and transactions.
Post-Termination Employment: Term. The term of your post-termination
employment with Concord pursuant to this letter agreement will be one (1) year,
expiring on June 30, 2010, unless extended or renewed by written agreement
between you and Concord on such terms as are then mutually agreeable to each of
you.
Post-Termination Employment: Compensation. It is understood and agreed
that you will not receive any salary or other compensation for your
post-termination employment under this letter agreement, except that you are and
will be authorized to incur reasonable business
Xx. Xxx X. Xxxxxxx
May 15, 2009
Page 2
expenses in carrying out your duties and responsibilities under this letter
agreement and Concord will promptly reimburse you for any and all such expenses,
subject to documentation in accordance with Concord's expense policy and past
practices.
Post-Termination Employment: Indemnification. In consideration of your
agreement to remain in the employ of Concord after July 1, 2009, as provided in
this letter agreement, Xxxxxxx agrees as follows:
A. If you are made a party, or are threatened to be made a party, to
any action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "Proceeding"), by reason of the fact that you are or were a
director, officer or employee of Concord, or are or were serving at the request
of Concord as a director, officer, member, employee or agent of another
corporation, partnership, joint venture, trust (including, without limitation, a
liquidating trust) or other enterprise, including service with respect to
employee benefit plans, whether or not the basis of such Proceeding is your
alleged action in an official capacity while serving as a director, officer,
member, employee or agent, Concord shall indemnify you and hold you harmless to
the fullest extent permitted or authorized by Concord's certificate of
incorporation or bylaws or, if greater, by the laws of the State of New Jersey,
from and against any and all costs, expenses, liabilities and losses (including,
without limitation, attorney's fees, judgments, fines, XXXXX excise taxes or
penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by you in connection therewith, and such indemnification shall continue
as to you even if you have ceased to be a director, officer, employee or agent
of Concord or other entity and shall inure to the benefit of your heirs,
executors and administrators. Concord shall also advance to you, to the extent
permitted by law, all reasonable costs and expenses incurred by you in
connection with a Proceeding within twenty (20) days after the receipt by
Concord of a written request, with appropriate documentation, for such advance.
Any such request shall include an undertaking by you to repay the amount of such
advance if it shall ultimately be determined that you are not entitled to be
indemnified against such costs and expenses.
B. Neither the failure of Concord (including its Board of Directors,
independent legal counsel or shareholders) to have made a determination prior to
the commencement of any Proceeding concerning payment of amounts claimed by you
under paragraph A above that indemnification of you is proper because you have
met the applicable standard of conduct, nor a determination by Concord
(including its Board of Directors, independent legal counsel or shareholders)
that you have not met such applicable standard of conduct, shall create any
presumption that you have not met the applicable standard of conduct.
C. Concord will continue and maintain a directors' and officers'
liability insurance policy covering you to the extent that Concord provides such
coverage for its other directors and executive officers.
Xx. Xxx X. Xxxxxxx
May 15, 2009
Page 3
D. Promptly after receipt by you of notice of any claim or the
commencement of any Proceeding with respect to which you are entitled to
indemnity under this letter agreement, you shall notify Concord in writing of
such claim or the commencement of such Proceeding, and Concord shall (i) assume
the defense of such Proceeding, and (ii) employ counsel reasonably satisfactory
to you and pay the reasonable fees and expenses of such counsel. Notwithstanding
the foregoing, you shall be entitled to employ counsel separate from counsel for
Concord and from any other party in such Proceeding if you reasonably determine
that a conflict of interest exists which makes representation by counsel chosen
by Concord not advisable. In such event, the reasonable fees and disbursements
of your separate counsel shall be paid by Concord to the extent permitted by
law.
Effect on Employment Agreement. Nothing in this letter agreement is
intended to amend, modify or otherwise affect the respective rights and
obligations of you and Concord under your Employment Agreement, which Agreement
is and will remain in full force and effect in accordance with its terms.
Without limiting the generality of the foregoing, nothing in this letter
agreement is intended to, or will, affect the post-termination salary
continuation payments and other benefits, and the indemnification rights, to
which you are entitled under your Employment Agreement.
If you are in agreement with the foregoing, please sign and date in the
spaces below, and return to me, the duplicate copy of this letter which has been
provided to you for this purpose.
Very truly yours,
CONCORD CAMERA CORP.
By: __________________________________
Xxxxx X. Xxxxxxx
Vice President and General Counsel
AGREED TO AND ACCEPTED:
______________________________
Xxx X. Xxxxxxx
Dated: May 15, 2009
