[Concord Letterhead]
August 10, 1999
Mr. Urs W. Stampfli
965 Crestview Circle
Weston, FL 33327
Dear Urs:
This will confirm that Paragraph 5 your Terms of Employment dated May 15, 1998
entitled "Compensation" has been amended.
Effective July 1, 1999 your salary has been increased to $192,500 per annum,
from $175,000 per annum. All other terms of employment as agreed to in your
Terms of Employment with Concord Camera Corp. dated May 15, 1998 remain as is
and in full force and effect.
Sincerely,
/s/ Ira B. Lampert
- ---------------------
Ira B. Lampert
Chairman & CEO
AGREED AND ACCEPTED:
/s/ Urs W. Stampfli
- ---------------------
Urs W. Stampfli
Date: 8/24/99
----------------
URS W. STAMPFLI ("EMPLOYEE")
TERMS OF EMPLOYMENT
WITH
CONCORD CAMERA CORP.
as of May 15, 1998
1) POSITION
Director of Global Sales and Marketing.
2) EMPLOYER
Concord Camera Corp. ("Concord" or "the Company").
3) TERM
Three Years - Beginning and effective as of the date written above and
ending on the last day of the 36 month of the term, subject to the
termination rights of the parties set forth herein. At the conclusion of
the 36 months, the term is renewable on an annual basis subject to
agreement by both parties.
4) REPORTING
The employee will report to the Chairman and CEO or such other person(s)
as Chairman and CEO may designate from time to time. The employee shall
maintain his office at the corporate headquarters office of the employer
or such other locations as designated by the Company.
5) COMPENSATION
Salary - $175,000.00 annually payable in accordance with the Company's
policies for senior executives.
6) AUTO ALLOWANCE
The employee shall be entitled to an amount of $1,000.00 per month as an
auto allowance payable in accordance with the Company's policies for senior
executives.
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7) STOCK OPTIONS
The employee shall be granted the following rights with respect to the
purchase of the Company's stock. The stock option price shall be market
value of the stock existing at the time of the opening of business as of
the date of this Agreement. All such participation shall be subject to the
terms of the Company's Stock Option program and/or a separate option plan
for the employee. Employee shall sign a separate stock option agreement
consistent with the following. The employee shall have option rights with
respect to 45,000 shares of the Company's stock over the three year term of
the employee's employment with vesting as follows:
(1) 15,000 stock options vesting as of the last date of the first year of
employment.
(2) 15,000 stock options vesting as of the last date of the second year of
employment.
(3) 15,000 stock options vesting as of the last date of the third year of
employment.
All option rights shall terminate as of the termination of employment.
8) EXPENSE REIMBURSEMENT
All reasonable and necessary documented expenses incurred in the
performance of the employee's duty. The employee shall follow such
directives as are applicable to executive employees with respect to the
nature and kind of expenses and with respect to the documentation required
to obtain reimbursement for expenses.
9) PAID VACATION
Three (3) weeks per year. Employee shall provide to the Company a minimum
of 30 days written notice of a request for vacation days. All vacation days
are subject to the employer's approval. In addition the employee shall be
entitled to the Company's regularly scheduled holidays.
10) INCENTIVE BONUS PLAN
The employee is eligible to participate in the Company's management
incentive compensation program. The participation shall be subject to the
terms and conditions of said program. The eligibility to participate in the
program of employee does not require the Company to provide a bonus to the
employee.
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11) BENEFITS
The employee shall be eligible to receive the following benefits, with
contributions as applicable to be made by the employee and/or the employer
consistent with the applicable plans:
1) Term life insurance at a rate of two (2) times base salary
2) Medical and Dental insurance, as a participant in the Company's
medical and dental plan(s)
3) Disability Insurance, as a participant in the Company's disability and
insurance plan
4) 401K Plan
To the extent that the Company in its sole discretion modifies or
terminates any of the foregoing plans or benefits, the employee shall be
subject to said change(s).
12) TERMINATION
A) The employee may be terminated for cause at any time by Concord
without notice. Cause shall mean (i) continued failure to obey
reasonable instructions of the person(s) to whom employee reports;
(ii) continued neglect of duties and responsibilities; or (iii)
willful misconduct or other actions in bad faith which are to the
detriment of the Company.
B) Either party may terminate at any time for any reason upon giving the
other party notice as follows: (i) if the termination occurs during
the first year of employment the notice shall be one month; (ii) if
the termination occurs during the second year of employment the notice
shall be two months; and (iii) if the termination occurs during the
third year of employment the notice shall be three months. In the
event Concord elects to terminate pursuant to this provision, it may
at its option request employee to remain in its employment during the
notice period following delivery of notice of termination, at the then
effective base salary rate. Alternatively, Concord may request
employee cease working at any time during the notice period but in
such event the employee shall nevertheless be compensated during said
period at the then effective base salary rate.
C) To the extent that the employee's employment terminates for any reason
at all, voluntarily or involuntary, benefits provided to employee will
terminate as of the last date of employment unless otherwise specified
in any employment benefit plan or unless otherwise specified as a
matter of law.
D) Unless otherwise extended or earlier terminated the employee's
employment shall terminate effective as of the last day of the 36th
month of employment.
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13) CONFIDENTIALITY/INTELLECTUAL PROPERTY/RESTRICTIONS
Annexed hereto as Exhibit A are provisions applicable to the employee which
are incorporated herein by reference. By signing this term sheet the
employee acknowledges that he will be bound by the terms and conditions of
Exhibit A.
14) NON-COMPETE AGREEMENT
Annexed hereto as Exhibit B are provisions applicable to the employee which
are incorporated herein by reference. By signing this term sheet the
employee acknowledges that he will be bound by the terms and conditions of
Exhibit B. Anything to the contrary notwithstanding in Exhibit B, employee
may be employed after the termination of employment from the Company in the
photographic industry, provided employee's employment does not compete
directly or indirectly with the Company or any of its subsidiaries and/or
affiliates.
15) CODE OF CONDUCT
The employee acknowledges that subsequent to the execution of this term
sheet the employee will be provided with a document entitled "Code of
Conduct". Upon receipt, acknowledgment and execution of the Code of
Conduct, the employee shall be bound by the terms and provisions of the
Code of Conduct and the Code of Conduct shall be considered to be Exhibit C
to this term sheet and incorporated herein by reference. Failure to execute
and therefore accept the Code of Conduct shall give the Company the right
to terminate the employee.
16) MOVING ALLOWANCE
In the event that the Company during the term of employee's employment
moves its corporate offices from Avenel, New Jersey to another location
outside of the State of New Jersey, the employee shall be entitled to a one
time moving allowance in an amount not to exceed $10,000.00.
17) ACKNOWLEDGMENT OF REPRESENTATION OF COUNSEL
Employee acknowledges that he has been represented by independent counsel
or has knowingly waived his right to be represented by independent counsel
with respect to the negotiation and execution of this Agreement.
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18) INDEMNIFICATION
The employee agrees to indemnify the employer for any damages, claims,
expenses or costs, including attorneys fees, incurred by the employer
relating directly or indirectly to any misrepresentation by the employee or
any act or omission of the employee outside of the scope of the employee's
duties and responsibilities as an employee of the Company. This
indemnification includes but is not limited to any claims, if any, made by
any former employer of the employee.
19) LOAN
The Company has agreed to provide to the employee a loan in the amount
specified on the Promissory Note annexed hereto as Exhibit D. Pursuant to
the terms of the Promissory Note, in the event that the employee's
employment is terminated for any reason all amounts then due under the
Promissory Note shall immediately become and payable. The employee consents
to withdrawal or offset from any amounts due the employee from the Company.
20) EMPLOYEE REPRESENTATIONS
Employee acknowledges and represents that he is not subject to any
agreement or understanding, oral or written, direct or indirect which would
in any way prohibit, interfere with or limit the employee's employment by
the employer or any activities of the employee contemplated under this
Agreement.
21) ENTIRE AGREEMENT
This Agreement contains the entire understanding among and between the
parties and supersedes any prior understanding or agreement between them.
There are no representations, agreements, arrangements, understandings,
oral or written, between or among the parties hereto which are not fully
expressed herein either directly or indirectly or by reference. Any
amendments to this Agreement must be in writing, signed by the parties
affected by the amendment. The terms and conditions of the exhibits
identified herein are incorporated by reference. The terms and conditions
of any benefit plan or other program identified herein are incorporated by
reference.
22) GOVERNING LAW
The employment of the employee shall be governed by the laws of the State
of New Jersey. Any litigation related to or arising out of this Agreement
shall be brought within the state or federal courts of the State of New
Jersey. The parties agree that service of process may be effected by
certified or registered mail, return receipt requested, or by regular mail
if certified or registered mail is refused. The parties hereto agree to and
hereby waive trial by
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jury. The employee agrees and acknowledges that in the event of a violation
or a threatened violation of any terms and conditions applicable to the
employee that the employer may have no adequate remedy at law and shall,
therefore, be entitled to enforce any provision of employment applicable to
the employee by temporary or permanent injunctive or mandatory relief
obtained in any court of competent jurisdiction without the necessity of
providing damage or posting any bond or other security and without
prejudice to any other remedies that may be available at law or in equity.
AGREED AND ACCEPTED: AGREED AND ACCEPTED:
CONCORD CAMERA CORP.
/s/ Urs W. Stampfli By: /s/ Ira B. Lampert
- --------------------------- ----------------------------
Urs W. Stampfli Chairman & CEO
Date: 4/25/98 Date: April 29, 1998
---------------------- ---------------------------
15 Mitchell Place 35 Mileed Way
Glen Ridge, NJ 07028 Avenel, NJ 07001
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Exhibit A
---------
CONFIDENTIALITY/INTELLECTUAL PROPERTY/RESTRICTIONS
--------------------------------------------------
1. The Employee shall not divulge, disclose or make accessible to any other
person, firm, partnership, corporation or other entity any Confidential
Information except (a) in the course of carrying out his or her duties as an
Employee or (b) when required to do so by a court of law, by any governmental
agency having supervisory authority over the business of the Company or by
any administrative or legislative body (including a committee thereof) with
apparent jurisdiction to order him to divulge, disclose or make accessible
such information. If any such body described herein requests the Employee to
reveal or make accessible such information, the Employee must provide the
Company with written notice of the request and permit employer to in its
discretion exhaust its rights before any court or administrative tribunal
prohibit disclosure.
2. As used herein the term "Confidential Information" includes, but is not
limited to, all information obtained by the Employee relevant to the
Company's business affairs and operations of the Company (unless otherwise
available as public information), including but not limited to, any
proprietary processes or any other confidential or non-public information or
material concerning the copyrights, trademarks, trade names, service marks,
inventions, patents, service marks, products, suppliers or customers of the
Company.
3. In connection with the Employee's obligations: (a) the Employee shall keep
all papers relating to the Company and the Employee's responsibilities and
duties herein at the principal place of business of the Company or at such
other place as may be designated by the Company from time to time, and (b)
upon the termination of his employment, the Employee will deliver to the
Company all documents, papers, records, files, recordings, digital and
electronic stored information, computer or word processing software and other
material containing confidential information, and will retain no copy,
duplicate, summary or description thereof.
4. All copyrights, trademarks, trade names, service marks, inventions, processes
and intangible or intellectual property rights that may be invented,
conceived, developed or enhanced by the Employee during the term of his or
her employment with the Company that relate to the business or operations of
the Company or that result from any work performed by the Employee for the
Company or that result from any work performed by the Employee for the
Company shall be the sole property of the Company, and the Employee hereby
waives any right or interest that he or she may otherwise have in respect
thereof. Upon the reasonable request of the Company, the Employee shall
execute, acknowledge, deliver and file any instrument or document necessary
or appropriate to give effect to this paragraph 5 and do all other acts and
things necessary to enable the Company exploit the same or to obtain patents
or similar protection with respect thereto.
5. The foregoing provisions are each of unlimited duration, and extend
throughout the period of employment and following termination of employment
with the Company without time limit in perpetuity.
10/28/97
Exhibit B
---------
NON-COMPETE
-----------
1. During employment and for a period of twelve (12) months thereafter, the
Employee shall not, directly or indirectly:
(a) be or become interested in or associated with or represent or otherwise
render assistance or services to (as an officer, director, stockholder,
partner, consultant, owner, employee, agent, creditor or otherwise) any
business that is then, or which then proposes to become, a competitor of
the Company anywhere in the world; provided, that the foregoing shall not
restrict the Employee from the ownership, solely as an investment, of
securities of any business if such ownership is: (i) not as controlling
Person of such business, (ii) not as a member of a group that controls
such business, and (iii) not as a direct or indirect beneficial owner of
5% or more of any class of securities of such business;
(b) induce or seek to influence any other Employee of (or consultant to) the
Company to leave its employ (or terminate such consultancy) or to become
financially interested in a similar business;
(c) aid a competitor or supplier of the Company in any attempt to hire a
Person who shall have been employed by, or who was a consultant to, the
Company within the one-year period preceding the date of any such aid; or
(d) induce or attempt to influence any Person who was a customer or supplier
of the Company during such period to transact business with a competitor
of the Company or not to do business with the Company.
(e) provide any business or assistance directly or indirectly to any
competitor or supplier of the Company or to any person formally employed
by the Company or formally acting as a consultant to the Company.
(f) aid, assist, or transact any business with any person who was an employee
or consultant with respect to any customer of the Company.
2. Anything herein to the contrary notwithstanding, nothing shall preclude an
Employee from:
(a) serving on the boards of directors of a reasonable number of other
corporations not engaged in competition with the Company or the boards of
a reasonable number of trade associations and/or charitable
organizations;
(b) engaging in charitable activities and community affairs;
Non-Compete
Page 2
(c) managing his personal investments and affairs; and
(d) being involved in other business transactions,
provided that such activities do not interfere with the proper performance of
his duties and responsibilities as an Employee of the Company.
10/28/97
Exhibit C
---------
CORPORATE CODE OF CONDUCT
CERTIFICATE OF COMPLIANCE
-------------------------
The undersigned hereby acknowledges receipt of the attached Concord Camera
Corp. Code of Conduct and agrees to abide by the terms of the Code of Conduct.
/s/ Urs W. Stampfli
------------------------------------
(Signature)
Urs W. Stampfli
------------------------------------
(Print Signature)
Director of Global Sales & Marketing
------------------------------------
(Position)
15 Mitchell Pl., Glen Ridge, NJ 07028
------------------------------------
(Address)
7/21/98
------------------------------------
(Date Signed)
5/98
CONTENTS
I. GOOD CITIZENSHIP AND PUBLIC RESPONSIBILITY .............................2
1. Compliance with Laws ................................................2
2. Relations with Customers ............................................3
3. Competition .........................................................3
4. Proper Accounting and Financial Integrity ...........................6
II. USE OF COMPANY ASSETS, FACILITIES AND SERVICES .........................6
1. Improper Payments ...................................................7
2. Political Contributions .............................................7
3. Safeguarding Assets .................................................8
III. SELECTIONS OF VENDORS OF GOODS AND SUPPLIERS OF SERVICES ...............8
IV. CONFLICT OF INTEREST ...................................................8
V. SECURITIES TRADING .....................................................11
1. Inside Information ..................................................11
2. Trading Guidelines ..................................................12
3. Reporting and Other Obligations .....................................14
VI. DISCLOSURE AND USE OF CONFIDENTIAL INFORMATION .........................14
VII. ENVIRONMENT, HEALTH AND SAFETY .........................................15
VIII. EMPLOYMENT ISSUES ......................................................15
1. Equal Opportunity ...................................................15
2. Harassment ..........................................................16
3. Disability ..........................................................16
IX. INTERNAL COMMUNICATION AND ENFORCEMENT OF POLICY .......................16
X. EFFECTS OF FAILURE TO COMPLY WITH CODE .................................17
XI. CODE NOT A CONTRACT OF EMPLOYMENT ......................................18
XII. NAMES AND NUMBERS ......................................................18
CONCORD CAMERA CORP.
--------------------
CODE OF CONDUCT
---------------
I. CITIZENSHIP AND PUBLIC RESPONSIBILITY
As used herein the term "Company" is designated to include Concord Camera
Corp. and all of its subsidiary companies. The Code of Conduct is intended to
apply to all business activities conducted on behalf of the Company. The
Company's success is predicated on conducting business affairs in a socially
responsible manner, while seeking to promote the most important dynamic of a
public company: earning the profits which make possible continued existence and
growth of the Company, satisfying investors' expectations of a fair return,
providing jobs for employees, and a contributing to the well-being of the
various communities in which the Company does business.
1. Compliance with Laws
Recognition of the public interest must be a permanent Company commitment
in the conduct of its affairs. The activities of all of the Company's employees,
officers and directors (collectively referred to herein as "Affiliates") acting
on its behalf must always be in full compliance with applicable laws. In that
regard, no Affiliate should assist a third party in violating any applicable
law. When there is doubt as to the lawfulness of any proposed activity, advice
must be sought from the Company's Corporate Controller or Chief Executive
Officer who, where appropriate, will confer with counsel to the Company.
Violation of applicable laws may subject the Company and any involved
Affiliate to severe consequences, including injunctions, monetary damages (which
could far exceed the value of any gain realized as a result of the violation,
and which could be tripled in certain cases), fines, and criminal penalties,
including imprisonment. In addition, actual or apparent violations of applicable
laws by the Company and any involved Affiliate can undermine the confidence of
the Company's investors, creditors and bankers, as well as the general public.
2. Relations with Customers
It shall be the Company's fundamental objective and policy:
(a) to provide customers with quality merchandise and service at fair prices;
(b) to deal with customers fairly, honestly and courteously;
(c) to ascertain and satisfy customers needs; and
(d) to live up to obligations to customers and satisfy their complaints
fairly and with dispatch, forever mindful of the fact that a satisfied
customer is a valuable Company asset.
3. Competition
The purpose of the U.S. antitrust and trade practice laws is to preserve
the U.S.'s free enterprise system. These laws are founded on the belief that the
public interest is best served by vigorous and fair competition free from
collusive agreements among competitors. The Company is committed to this belief,
and while the Company competes aggressively and creatively in its business
activities, its efforts in the marketplace will be conducted in a fair and
ethical manner in strict accordance with the letter and spirit of applicable
antitrust and trade practice laws.
Affiliates should be aware of the serious criminal and civil
consequences of violations of those laws. First, a violation of the antitrust
laws may be prosecuted as a felony, and conviction may result in heavy corporate
and individual fines, and substantial prison sentences. Second, injunctions
obtained by the U.S. Department of Justice or a State Attorney General, or
orders by the Federal Trade Commission ("FTC"), may place severe restrictions on
the Company. Violation of an injunction is punishable by fine or imprisonment;
and violation of an FTC Order can result in substantial monetary penalties.
Finally, persons injured by reason of violations of certain of the antitrust
laws may sue and recover triple the amount of actual damages.
The antitrust laws (a) forbid collusion among competitors to restrain
trade and attempts or conspiracies to monopolize by means of predatory or unfair
tactics; and (b) prohibit certain restrictive arrangements with customers,
particularly those that fix resale prices or otherwise unreasonably restrain
customers' sales or purchases of merchandise. Any agreement, mutual consent or
understanding, whether expressed or implied, oral or written, may be sufficient
to establish collusion. It is illegal to collude with competitors to:
(a) raise, lower, maintain, stabilize or otherwise fix prices, discounts,
allowances, credit terms or any other price elements;
(b) fix the price at which merchandise will be purchased from suppliers or
resold by customers;
(c) limit or control production or sales;
(d) allocate customers or divide markets or marketing territories; or
(e) boycott suppliers or customers.
No Affiliate shall participate in any such collusive arrangement or
practice with a competitor. Nor may any Affiliate engage in any predatory or
unfair conduct designed to exclude competition; enter into, or discuss, any
arrangement with a customer to fix resale prices or, except with the prior
approval of the Company's Chief Executive Officer, enter into any arrangement
with a customer otherwise restricting its ability to purchase or sell
merchandise.
It is equally important to avoid contacts and dealings with competitors
that might lead to an inference of collusion. Accordingly, no Affiliate shall
discuss with a competitor any of the above topics, including prices (past,
present or future), pricing procedures, profit levels, selection of resources,
merchandising plans or other competitive business information. If a simple
refusal to participate is not sufficient to end the discussion, an Affiliate
should leave the meeting and promptly report the incident to the Company's Chief
Executive Officer who, were appropriate, will confer with counsel to the
Company.
Trade associations, trade shows and similar activities are particularly
sensitive because they provide an opportunity for gatherings of competitors. The
Company supports only those trade associations and activities which perform
useful and legitimate functions in our industry. Affiliates should attend
activities of trade associations at which competitors are present only with
management's approval.
4. Proper Accounting and Financial Integrity
All financial transactions must be executed in accordance with
management's general or specific authorization. The Company's books, records and
accounts must reflect, accurately and fairly and within the Company's regular
system of accountability, all of the Company's transactions and the acquisition
and/or disposition of its assets. All transactions shall be accurately recorded
to permit the preparation of financial statements in conformity with generally
accepted accounting principles consistently applied and other applicable rules,
regulations and criteria, and to insure full accountability for all of the
Company's assets and activities. Under no circumstances shall there be any
unrecorded Company funds or assets, regardless of the purpose for which such
funds or assets may have been intended, or any improper or inaccurate entry
knowingly made on the Company's books and records. No payment on behalf of the
Company shall be approved or made with the intention or understanding that any
part of such payment is to be used for a purpose other than as described by the
documents supporting such payment.
All Affiliates must cooperate fully with the Company's internal audit
staff, independent auditors and counsel to enable them to discharge their
responsibilities to the Company.
II. USE OF COMPANY ASSETS, FACILITIES AND SERVICES
The use of Company assets, including proprietary information,
facilities or services for any unlawful, improper or unauthorized purposes is
strictly prohibited.
No Affiliate shall make any expenditures or otherwise make any
commitments affecting the Company's assets unless properly authorized.
1. Improper Payments
No payments or gifts of anything of value (in money, property,
discounts, services, rebates or otherwise), regardless of form, shall be made or
offered, directly or indirectly, in the conduct of the Company's affairs:
(a) to any domestic or foreign governments, agencies, officials,
employees or agents, for purposes other than the satisfaction of
lawful obligations; or
(b) to any private party, involving the use of the Company's assets or
resources, except in the ordinary course of business.
Such payments or gifts, whether or not called gratuities and whether
or not expressly or impliedly in exchange for certain conduct, may be perceived
to be bribery or otherwise improper and are prohibited.
2. Political Contributions
No contributions of Company assets or resources or use of its
facilities, regardless of form, may be made or offered, directly or indirectly,
by any Affiliate to any political party, or any candidate for, or holder of,
political office, either domestic or foreign. Affiliates shall refrain from
applying any pressure on or harassment of other Affiliates in political matters.
The foregoing is not intended to prohibit or discourage Affiliates
from making personal contributions to political candidates or parties of their
choice, or from participating in the political process, purely for their own
account and on their own time. Personal political contributions by Affiliates
will not be reimbursed by the Company, directly or indirectly.
3. Safeguarding Assets
Company assets must be safeguarded against inadvertent loss, as well
as against intentional misappropriation. Assets include not only cash, fixtures,
furniture and equipment, but also merchandise, business and product plans, trade
secrets and other proprietary or confidential information and related matters.
III. SELECTION OF VENDORS OF GOODS AND SUPPLIERS OF SERVICES
The selection of a vendor or supplier of goods and/or services to
the Company must be based on quality, need, performance and cost.
In dealing with vendors, it is the responsibility of all Affiliates
to actively promote the best interests of the Company, within legal limits,
through aggressive attention to opportunities and obtaining fair terms and
treatment for the Company.
IV. CONFLICT OF INTEREST
No Affiliate shall directly or indirectly engage or participate in,
or authorize, any transactions or arrangements involving, or raising questions
of, possible conflict, whether ethical or legal, between the interests of the
Company and the personal interests of the Affiliate.
No Affiliate or any member of his or her family shall, directly or
indirectly, acquire or hold any beneficial interest of any kind in any firm or
entity (Related Company) that does, or in the recent past did, business with the
Company, or which is currently or prospectively competing in any manner with the
Company. This prohibition shall not apply to the acquisition or holding of any
security in a Related Company through a mutual fund or of any interest therein
not in excess of 1% of any class of securities listed on a national securities
exchange or traded in an established over-the-counter securities market.
Activities and holdings which have the appearance of impropriety are also to be
avoided.
No Affiliate or any member of his or her family shall, directly or
indirectly, seek, accept or retain gifts or other personal or business favors
from any Related Company or from any individual or organization seeking to do
business with the Company. Such personal or business favors mean any type of
gift, gratuity, use of facilities, favor, entertainment, service, loan, fee or
compensation or anything of monetary value. Specific exceptions to this
prohibition will be made if there is no reasonable likelihood of improper
influence in the performance of duties on the part of the Affiliate on behalf of
the Company and if the personal benefit falls into one of the following
categories:
- normal business courtesies, such as meals, involving no more
than ordinary amentities;
- paid trips or guest accommodations in connection with the
Company's business and with the prior approval of the Corporate
Controller or Chief Executive Officer;
- fees or other compensation received from any organization in
which membership or an official position is held only if approved
by the Corporate Controller or Chief Executive Officer;
- loans from financial institutions made in the ordinary course of
their business on customary terms and at prevailing rates;
- gifts of nominal value (less than $100) during the holiday
season.
No Affiliate or any member of his or her family may serve as a
director, officer, employee of or consultant to a competitor or a Related
Business without prior approval of the Company's Corporate Controller or Chief
Executive Officer who, where appropriate, will confer with counsel to the
Company.
No Affiliate, or his or her family member, who directly or
indirectly owns a financial interest in, or has an obligation to a Related
Business, which interest or obligation is significant to such employee or family
member may conduct business with such Related Business without prior written
approval of the Company's Corporate Controller or Chief Executive Officer who,
where appropriate, will confer with counsel to the Company.
No Affiliate, or his or her family member, may act as a broker,
finder or other intermediary for his or her benefit of any third party in a
transaction involving the Company without prior written approval of the
Company's Corporate Controller or Chief Executive Officer who, where
appropriate, will confer with counsel to the Company.
Gifts or entertainment which have an aggregate value in any year in
excess of $100 are considered to be excessive and shall not be accepted by an
Affiliate. This prohibition shall also apply to common courtesies and
hospitalities if their scale or nature would in any way appear to affect the
impartiality of the Affiliate or imply a conflict of interest. However, this
prohibition is not meant to preclude an Affiliate's acceptance of business
entertainment that is not intended to influence his or her obligations to the
Company and which are reasonable in nature, frequency and cost; for example, a
lunch, dinner or occasional athletic, social or cultural event, or participation
in corporate promotional events.
An Affiliate should make every effort to refuse to accept, or to
return, any gift or gifts from a Related Business exceeding $100 in value. If
the Affiliate determines that the donor would be insulted or embarrassed if the
gift is refused or returned, a conflict can nevertheless be avoided by promptly
reporting the gift to the Affiliate's supervisor, if applicable, and delivering
to that person the gift or a check payable to the Company for the fair value of
the gift (which the Company will donate to charity).
V. SECURITIES TRADING
1. Inside Information. Affiliates may not disclose material non-public (i.e.,
"inside") information concerning the Company to anyone not employed by the
Company, or to an Affiliate who has no business need for such information,
unless and until such information has been publicly released by the
Company.
Furthermore, Affiliates are prohibited from buying or selling, directly
or indirectly through third parties, the publicly traded securities of any
company, including the Company, on the basis of material non-public
information concerning or obtained directly or in any way indirectly from or
through the Company.
What is "material"? Material information is defined as information that would
be expected to affect either the investment decision of a reasonable investor
or the market price of the stock. Material information may include
information (whether positive or negative) relating to earnings, dividend
actions, mergers or acquisitions, new products, personnel changes, labor
operations, marketing changes or other matters, each depending upon all the
relevant facts and circumstances. Obviously, it is sometimes difficult to
determine materiality, particularly on a prospective basis, and the facts in
each case should be carefully weighed. It should be remembered that
plaintiffs who challenge and judges who rule on particular transactions or
activities have the benefit of hindsight. Therefore, whenever there is a
question concerning materiality, the Affiliate should either refrain from
trading or consult the Company's Corporate Controller or Chief Executive
Officer who, where appropriate, will confer with counsel to the Company.
What is "non-public"? Information is non-public if it has not been
disseminated in the Company's annual or periodic reports to shareholders, has
not been the subject of a prior widely disseminated press release intended
for and made available to the public, or has not been widely reported in the
media, market letters, statistical services or the like. It should be noted
that the mere existence of widespread rumors or unconfirmed press speculation
concerning the information does not mean that the information has been
adequately disseminated.
2. Trading Guidelines. Investment by Affiliates in the Company's stock is
generally desirable and should not be discouraged. However, such investments
should be made with caution, and with recognition of the legal prohibitions
concerning the use by corporate "insiders" of confidential information for
their own profit. Guidelines to aid employees in determining when trading in
the Company's stock are appropriate and are set forth below. It should be
noted that "trading" includes not only purchases and sales, but also
exercises of options, warrants, puts and calls, etc. The prohibition on use
of material inside information also extends to the securities of other
entities, such as Related Companies, as to which an Affiliate may become in
possession of non-public information in the course of his or her employment
by the Company.
An Affiliate may not trade if he/she has knowledge of material information
about the Company which has not been made widely available to the investing
public. If there are questions whether information may be material, or if it
has not been made widely available to the investing public, the matter should
be discussed with the Company's Corporate Controller or Chief Executive
Officer who, where appropriate, will confer with counsel to the Company. Once
information has been released by the Company, an Affiliate must still refrain
from trading until sufficient time has passed to insure that the information
has been made widely available to the investing public. In most cases, an
Affiliate should refrain from trading until 48 hours after release by the
Company of the information. If there are questions as to whether it is
appropriate to trade in a given circumstance, contact the Company's Corporate
Controller or Chief Executive Officer for advice prior to trading.
An Affiliate may not trade without prior permission, during any period which
counsel to the Company has designated as a limited trading period for the
Company, whether or not the Affiliate possesses any material inside
information about the Company. While the reasons for a limited trading period
or entry on a restricted list will generally not be given, Counsel to the
Company will attempt to limit such restrictions to those reasonably necessary
in the best interests of the Company.
An Affiliate (Other than officers who report directly to the Chief Executive
Officer and Directors of the Company who always obtain prior permission from
the Chief Executive Officer) may trade if no limitation on trading has been
declared and such person does not possess any material information about the
Company which has not been publicly disclosed.
3. Reporting and Other Obligations. Officers who report directly to the Chief
Executive Officer, directors and significant beneficial owners of the Company
are also subject to specific reporting and other requirements under federal
and state securities laws. Each of these persons will receive questionnaires
and requests for information from the Company from time to time to aid the
Company in compliance with such laws. It is incumbent upon such persons to
provide such information promptly, fully and accurately. In addition, each
Affiliate who is or becomes a beneficial owner of 10% or more of any class of
the Company's securities must comply with the reporting requirements and
liability provisions of Section 16 of the Securities Exchange Act of 1934.
VI. DISCLOSURE AND USE OF CONFIDENTIAL INFORMATION
Safeguarding confidential information concerning the Company, its
present and prospective business, and its customers, suppliers and investors is
essential to the successful conduct of the Company's business.
All information developed within the Company with respect to its
business is confidential and should not be disclosed to any person who is not an
Affiliate. Nor should confidential information be left out in the open,
carelessly discarded or discussed in public (e.g., in an elevator where
unauthorized persons may have access to it). Confidential information includes,
but is not limited to, vendors, suppliers, mailing lists and other customer
information including credit card or charge card numbers, price and mark-up
determinations, sales or sales trends of catalogs, advertisements or particular
items, cost of products or services paid by the Company, budgets, business and
marketing plans.
All external communications intended for the general public, the
financial community or the press must be approved in advance by the Company's
Chief Executive Officer or counsel to the Company.
VII. ENVIRONMENT, HEALTH AND SAFETY
The Company is committed to environmental, health and safety protection
for its Affiliates, customers, neighbors and others who may be affected by its
products or activities.
The laws and regulations in this area are complex, and violations can
result in severe criminal and civil penalties for the Company and responsible
Affiliates. If an Affiliate is faced with an environmental, health or safety
issue, such person should promptly contact the Company's executive in charge of
the office in which the Affiliate works to discuss that matter.
VIII. EMPLOYMENT ISSUES
1. Equal Opportunity. The Company affords equal opportunity for employment,
including equal treatment in hiring, promotion, training, compensation,
termination and disciplinary action, to all individuals regardless of race,
color, religion, national origin, sex (except where sex is a bona fide
occupational qualification), sexual preference, marital status, veteran
status or physical or mental disability (except where such disability is a
job-related disqualifying factor). Unlawful discrimination can expose the
Company to substantial damages and unfavorable publicity. All Affiliates
are required to conduct their Company activities with due regard to this
policy.
2. Harassment. It is the Company's policy to maintain a work environment free
from all forms of harassment and to insist that all Affiliates be treated
with dignity, respect and courtesy. Any comments or conduct relating to a
person's race, religion, age, sex or ethnic background that fail to respect
the dignity and feelings of the individual are unacceptable. Also
unacceptable are comments or conduct of a sexual nature, where such
behavior tends to threaten or offend a fellow Affiliate. Affiliates are
cautioned that even joking or mild comments or conduct may violate this
policy. It is the Company's goal that such comments or conduct not occur
and should they occur, that they be rectified fairly and quickly.
3. Disability. The Company is required to make reasonable accommodations to
the known physical or mental limitations of a qualified employee or
applicant with a disability if, with these accommodations, the person can
perform the essential functions of his/her job. The Company may be excused
from making a reasonable accommodation if the accommodation would impose an
"undue hardship" on its business.
IX. INTERNAL COMMUNICATION AND ENFORCEMENT OF POLICY
Communication of the policies contained in this Code will be made to
all Affiliates who will be required to sign the attached Certificate of
Compliance at the date of their initial employment and at least annually
thereafter.
It is important that each Affiliate comply not only with the letter
but, equally importantly, the spirit of this Code. If an Affiliate believes that
another Affiliate is acting in a manner that is not in compliance with this
Code, or that he/she has been requested to act in such a manner, it should
immediately be called to the attention of the Company's Corporate Controller or
Chief Executive Officer who, where appropriate, will confer with counsel to the
Company. In order to encourage uninhibited communication of such matters, such
communications will be treated confidentially to the fullest extent possible and
no disciplinary or other retaliatory action will be taken against an Affiliate
who communicates such matters.
X. EFFECTS OF FAILURE TO COMPLY WITH CODE
Conduct violative of this Code is expressly forbidden. Any Affiliate
whose conduct violates this Code will be subject to disciplinary action by the
Company, including, in the Company's discretion, discharge and/or forfeiture of
any benefits or rights (including contractual rights) which, under applicable
law, are forfeitable upon a discharge for cause, and to the enforcement of such
other remedies as the Company may have under applicable law.
The summaries of laws contained in this Code are brief and necessarily
omit many subtleties and variations that exist in such laws, as well as other
laws that may impose requirements upon the Company. In addition, laws which
affect the Company may be supplemented, amended or repealed from time to time.
Therefore, an Affiliate should request prior advice from the Company's Corporate
Controller or Chief Executive Officer who, where appropriate, will confer with
counsel to the Company, in case of any question or uncertainty concerning the
impact of applicable laws upon such person's Company activities.
XI. CODE NOT A CONTRACT OF EMPLOYMENT
This Code is not a contract of employment nor is it meant to limit the
Company's rights to discipline or terminate employees for any acts or omissions
including those not set forth as part of this Code of Conduct, nor does this
Code of Conduct change the status of any at-will employee. The Company retains
all of its rights in connection with the discipline and/or termination of
Affiliates. This Code of Conduct is in addition to any employment contract, the
Affiliate may have with the Company.
XII. NAMES AND NUMBERS
Chief Executive Officer Ira B. Lampert (732) 499-8280
Corporate Controller Harlan Press (732) 499-8280
Outside Counsel Ralph Sutcliffe, Esq. (212) 479-6000
Kronish Lieb, Weiner & Hellman
1114 Avenue of the Americas
New York, New York 10036
Exhibit D
Total Due: $15,000.00 Date: May 15, 1998
PROMISSORY NOTE
For value received, the undersigned ("Employee") promises to pay to the
Order of Concord Camera Corp. ("Concord") or Concord's assigns the total due set
forth above. The total due from Employee is not subject to counterclaims,
set-off or any defenses, except pre-payments as provided herein, which the
Employee may have against Concord.
The total due is payable without interest pursuant to the attached
installment schedule.
Payment on this note shall be made to Concord at 35 Mileed Way, Avenel,
New Jersey 07001. Payment is payable in lawful money of the United States by
cash, certified check, cashier's check or electronic transfer.
In the event that the employee ceases for whatever reason to be an
employee of Concord the total due shall become immediately due and payable.
Upon any default by the employee of the payment of any portion of the
outstanding balance of this Note, then in that event, the remainder total due
shall immediately become due and payable at the option of Concord without notice
or demand together with interest thereon from the date of the default at the
commercial lending rate being charged to Concord by its United States commercial
lender.
The Employee waives presentment, demand for payment, protest, notice of
protest or other demands in connection herewith.
Employee shall have the right to prepay this Note in whole, or in part,
at any time.
This Note is made under and all of its terms will be governed by and
construed in accordance with the laws of the State of New Jersey,
notwithstanding the principals thereof relating to the conflicts of law. Any
litigation related to or arising out of this Note shall be brought within the
State of the Federal Courts of the State of New Jersey. The parties agree that
the service of process may be effective by certified, registered mail, return
receipt requested, or by regular mail if certified or registered mail is
refused. The parties hereto agree to and hereby waive trial by jury.
In the event of any failure to make payment under the Note when due,
the employee shall be, in addition to other liabilities, liable for all
attorneys' fees incurred by the Company in connection with the failure to make
payment whether or not litigation is instituted.
The Employee consents to the direct application by Concord of any
amounts due Concord from any salary, bonus, or other compensation due Employee
from Concord.
IN WITNESS WHEREOF, the Employee has executed this Note, intending to
be legally bound.
Dated:________________________ _____________________________
Employee's Signature
Witness to Signature of Employee:____________________________________