Exhibit 10.2
AMENDMENT NO. 1
TO THE
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AND AGREEMENT
FOR
XXXXXX X. XXXXXX
Amendment No. 1 dated as of March 22, 2004 (this "Amendment") to the
Supplemental Executive Retirement Plan and Agreement for XXXXXX X. XXXXXX, dated
as of July 31, 2001, by and between CONCORD CAMERA CORP., a New Jersey
corporation (the "Employer") and XXXXXX X. XXXXXX (the "Executive").
Reference is made to the Supplemental Executive Retirement Plan and
Agreement for Xxxxxx X. Xxxxxx (the "Plan"), dated as of July 31, 2001, by and
between the Employer and the Executive.
The Plan is hereby amended as follows:
1. In Article II, the definition of "Accounts" is deleted and replaced
with the following:
"Accounts - the ten accounts established by the Employer for
the benefit of the Executive, each reflecting the initial credit
described in paragraph 1 of Article III and adjustments for income,
expenses, gains or losses and any payments from the accounts."
2. Paragraph 1 of Article III is deleted and replaced with the
following:
"1. The Employer has credited: (a) $11,500 to each of Accounts
I and II; (b) $23,000 to Account III; and (c) $34,500 to each of
Accounts IV and V. In addition, the Employer agrees to credit $10,000
to each of Accounts VI, VII, VIII, IX and X effective as of March 22,
2004. Such deferred compensation shall be paid to the Executive as
provided in this Plan and Agreement."
3. Paragraph 1 of Article IV is hereby deleted and replaced with the
following:
"1. The balances in the Accounts shall vest as follows:
Account Vesting Date
------- ------------
Account I June 11, 2002
Account II June 11, 2003
Account III June 11, 2004
Account IV June 11, 2005
Account V June 11, 2006
Account VI March 22, 2005
Account VII March 22, 2006
Account VIII March 22, 2007
Account IX March 22, 2008
Account X March 22, 2009
1
In the event the Executive's employment with the Employer is terminated
prior to the vesting of the balance in an Account for any reason (or no
reason), the balance in such Account shall be immediately forfeited and
the Executive shall have no further interests in such balance."
4. Paragraphs 1 through 4 of Article V are hereby deleted and replaced
with the following:
"1. Except as otherwise provided in paragraph 2 of Article IV
or in this Article V or in Article VI or VII, the vested balance in
each Account shall be paid to the Executive in one of the two following
methods at the election of the Executive: (a) a lump-sum payment to be
paid at such time as is designated by the Executive or (b) annual
installment payments over such period of years as may be designated by
the Executive; provided, however, that no payment shall be payable
pursuant to this Article V: (i) from Accounts I, II, III, IV or V prior
to the earlier of June 11, 2006 or the termination of the Executive's
employment with the Employer; and (ii) from Accounts VI, VII, VIII, IX
or X prior to the earlier of March 22, 2009 or the termination of the
Executive's employment with the Employer.
2. The Executive's election and designation referred to in
paragraph 1 of this Article V shall be made by written notice to the
Employer: (a) with respect to Accounts I, II, III, IV and V, prior to
August 31, 2001; and (b) with respect to Accounts VI, VII, VIII, IX and
X, prior to April 22, 2004. Alternatively, the Executive may make a
modification election pursuant to paragraph 6 of this Article V. The
Executive may make different elections and designations with respect to
each Account.
3. In the event that the Executive fails to make an election
referred to in paragraph 1 of this Article V with respect to an
Account, except as otherwise provided in Article VII and paragraph 7 of
this Article V, the vested balance in such Account shall be paid in ten
annual installments commencing on the first day of the month following
the termination of the Executive's employment with the Employer.
4. All payments to be made pursuant to paragraph 1 of this
Article V with respect to each Account shall be made in cash, and in
furtherance thereof, all investments actually made with respect to such
Account shall be sold by the Employer at such time or times as the
Employer may determine to effect such payment; provided, that (a) in
the case of an installment payment, unless the Executive provides the
Employer with written notice to the contrary at least five days prior
to the date any such payment is due, the Employer may select the
investments to be sold or deemed sold to provide the cash necessary for
such payment, (b) except as provided in clause (c) below, to the extent
investments have actually been made directly or indirectly by the
Employer with respect to such Account, the Executive may elect, subject
to the Employer's approval, to receive payment in kind in lieu of cash
by providing written notice of such election to the Employer at least
five days prior to the date of such payment, and (c) to the extent the
investments have actually been made directly or indirectly by the
Employer in common stock of the Employer, the Employer may make the
payment in kind in lieu of cash by delivery of fully registered stock
certificates representing such common stock."
2
5. The foregoing amendments to the Plan are effective as of the 22nd
day of March, 2004.
In WITNESS WHEREOF, this Amendment No. 1 has been duly executed by the
Employer and by the Executive as of the date indicated above.
Witness: CONCORD CAMERA CORP.
/s/ Xxxx Xxxxxxxxxx By: /s/ Xxxxx X. Xxxxxxx
----------------------------- ------------------------------------
Xxxxx X. Xxxxxxx
Executive Vice President
and Chief Operating Officer
Witness:
/s/ Xxxxxx Xxxxxxxx /s/ Xxxxxx X. Xxxxxx
----------------------------- ----------------------------------------
XXXXXX X. XXXXXX
Date: 6-4-04
----------------------------------
3
