FORM OF TIME-BASED VESTING INCENTIVE STOCK OPTION AGREEMENTStock Option Agreement • June 28th, 2007 • FGX International Holdings LTD • Ophthalmic goods • Rhode Island
This Stock Option Agreement (this “Agreement”) is entered into and effective as of (the “Grant Date”) between FGX International Holdings Limited, a British Virgin Islands company (the “Company”) and (the “Optionee”).
FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • June 28th, 2007 • FGX International Holdings LTD • Ophthalmic goods • Delaware
This Director and Officer Indemnification Agreement (the “Agreement”) is made and entered into this ___day of ___, ___, by and among FGX International Holdings Limited, a British Virgin Islands business company (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company and any successor to the Company), FGX International Inc., a Delaware corporation, and wholly-owned indirect subsidiary of the Company (“FGX Delaware”) and ___ (“Indemnitee”).
FGX INTERNATIONAL HOLDINGS LIMITED 500 GEORGE WASHINGTON HIGHWAY SMITHFIELD, RHODE ISLAND 02917Shareholders’ Agreement • June 28th, 2007 • FGX International Holdings LTD • Ophthalmic goods
Reference is hereby made to that certain (i) Shareholders’ Agreement (the “Shareholders’ Agreement”) dated as of September 29, 2004 among FGX International Holdings Limited (f/k/a Envision Worldwide Holdings Limited), a British Virgin Islands business company (the “Company”), you and the other shareholders of the Company, and (ii) Amended and Restated Employment Agreement (the “Employment Agreement”) dated as of August 15, 2005, by and among FGX International Inc., a Delaware corporation, you and, solely with respect to Section 13 of the Employment Agreement, AAi.FosterGrant, Inc.
FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • June 28th, 2007 • FGX International Holdings LTD • Ophthalmic goods • New York
FIRST AMENDMENT, dated as of May 24, 2007 (this “Amendment”), to the SECOND LIEN CREDIT AGREEMENT, dated as of December 9, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among FGX INTERNATIONAL INC., a Delaware corporation (the “US Borrower”), FGX INTERNATIONAL LIMITED, a British Virgin Islands company and the parent of the US Borrower (the “BVI Borrower”, and together with the US Borrower, the “Borrowers” and, individually, each a “Borrower”), the Lenders parties thereto, J.P. MORGAN SECURITIES INC. and GE CAPITAL MARKETS, INC. as co-lead arrangers, GENERAL ELECTRIC CAPITAL CORPORATION, as Syndication Agent, and JPMORGAN CHASE BANK, N.A., as Administrative Agent. Terms used herein but not defined shall have the meanings set forth in the Credit Agreement.
