ASSIGNMENT AND AMENDMENT OF
EMPLOYMENT AGREEMENT
THIS ASSIGNMENT AND AMENDMENT OF EMPLOYMENT
AGREEMENT (this "Agreement") is made as of the 1st day December, 1993 by and
between Sola Optical USA, Inc. (the "Company"), Sola Group Ltd. (formerly
California Hive-Down, Inc.) ("Sola") and Xxxxxxxx Xxxxx (the "Executive").
WITNESSETH:
WHEREAS, the Company and the Executive entered into an Employment
Agreement dated as of February 26, 1993 (the "Employment Agreement"); and
WHEREAS, the Employment Agreement provides that the Executive is
entitled to participate in certain employee benefit plans of the Company,
including certain employee benefit plans provided by its ultimate parent
Xxxxxxxxxx plc ("Xxxxxxxxxx") and certain subsidiaries of Xxxxxxxxxx, specified
on the schedule attached to the Employment Agreement; and
WHEREAS, the Employment Agreement imposes certain requirements in
connection with the sale of the Company or the assignment of the Employment
Agreement; and
WHEREAS, Xxxxxxxxxx and certain of it subsidiaries, including the
Company, entered into a Purchase Agreement (the "Purchase Agreement") with Sola
Holdings Inc. ("Holdings"), dated September 1, 1993, with respect to the
acquisition (the "Acquisition") of among other things, all of the assets the
Company, including the Employment Agreement, by Holdings or a subsidiary
thereof; and
WHEREAS, in connection with the Acquisition the parties desire that the
rights and obligations of the Company in, to and under the Employment Agreement
be assigned to and assumed by Sola, a subsidiary of Holdings; and
WHEREAS, effective upon on the consummation of the Acquisition, Sola and
Holdings will not be affiliated with Xxxxxxxxxx and consequently thereafter will
not be able to
continue the Executive's participation in the employee benefit plans provided by
Xxxxxxxxxx and certain subsidiaries of Xxxxxxxxxx specified on the schedule
attached to the Employment Agreement; and
WHEREAS, pursuant to the Purchase Agreement, the obligation of Holdings
to consummate the transaction contemplated thereunder is conditioned upon the
satisfaction of certain conditions, including the delivery to Holdings of an
amendment to the Employment Agreement whereby the termination of the Executive's
participation in certain employee benefit plans of the Company will not
constitute a breach of the Employment Agreement; and
WHEREAS, the Executive desires that the transaction contemplated under
the Purchase Agreement be consummated.
NOW THEREFORE, in consideration of the foregoing premises and the mutual
agreements herein contained, the parties hereto agree, effective as of the
Closing Date (as defined in the Purchase Agreement), as follows:
1. The Company hereby assigns and Sola hereby assumes all of the
Company's rights and obligations in, to and under the Employment Agreement. A
copy of this Agreement has been delivered to Executive pursuant to Section 15 of
the Employment Agreement.
2. The Executive shall cease his participation in the employee benefit
plans of the. Company listed on Exhibit A attached hereto (the "Xxxxxxxxxx
Plans").
3. Executive hereby consents to the termination of the Executive's
participation in the Xxxxxxxxxx Plans.
4. The Employment Agreement is hereby amended as set forth herein and
except as amended herein, the Employment Agreement shall remain in full force
and effect.
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IN WITNESS WHEREOF, the undersigned have executed this Assignment and
Amendment of Employment Agreement as of the date first written above.
SOLA OPTICAL USA, INC.
/s/ Xxxx Xxxxxx
------------------------
Name:
Title:
SOLA GROUP LTD.
/s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: President
/s/ Xxxxxxxx Xxxxx
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Xxxxxxxx Xxxxx
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Xxxxxxxx Xxxxx
Exhibit A
Xxxxxxxxxx Visioncare Long Term Bonus Plan
Xxxxxxxxxx Visioncare Pension Plan
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