EXHIBIT 10.35
Keith L. Lampert
Terms of Employment
with
Concord Camera Corp.
1) Position
Vice President of Concord Camera Corp. and, until April 24, 2000, Vice
President, Operations, Concord Camera HK Limited ("CCHK"). As of April
24, 2000, the employee was promoted from Vice President, Operations of
CCHK, to Managing Director of CCHK. As of March 12, 2001, the employee
was promoted to Vice President of Worldwide Operations of Concord Camera
Corp.
2) Employer
Concord Camera Corp., a New Jersey corporation (hereinafter, the
"Company" or "Concord").
3) Term
Three (3) years and one day commencing effective as of January 1, 2000
(the "Effective Date") and ending on January 1, 2003, inclusive (the
"Term"). Thereafter, the Term may be renewed or extended by mutual
agreement of both parties in writing. The employment may be terminated by
the Company in accordance with Section 12 below at any time during the
Term.
4) Reports To
The Senior Vice President, or such other person or persons as the Senior
Vice President or the Chairman and Chief Executive Officer may designate.
5) Compensation
Salary: $225,000 per annum, increasing to $255,000 effective as of
January 1, 2001. The aforesaid salary amount is payable in accordance
with the Company's normal payroll policies for executives and is to be
reviewed on an annual basis. The employee will receive an additional
$25,000 per annum, payable in monthly installments, as an overseas
allowance, for the period of time during which he is on assignment
overseas.
Deferred Compensation: The employee has received a one-time grant of
deferred compensation equal to $450,000 and the entire amount has been
deposited by the Company into a deferred compensation account created for
this purpose. The deferred compensation shall vest, so long as the
employee continues to be employed by the Company, in the following annual
installments: (i) as to $150,000 on January 1, 2001; (ii) as to $150,000
on January 1, 2002; and (iii) as to $150,000 on January 1, 2003. The
Company has adopted a supplemental executive retirement plan (the "SERP")
for the benefit of the employee, setting forth the terms
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and conditions under which the deferred compensation will be paid to the
employee. The SERP provides for immediate vesting of the foregoing
amounts upon a change of control of the Company. The SERP will be amended
to also provide for immediate vesting in full if the Company terminates
the employee's employment without cause (as defined in Section 12) before
the end of the Term.
6) Tax Equalization
Employee will be provided with tax equalization in accordance with the
Company's Executive Management Tax Equalization Policy for executives
working overseas, a summary of which has been provided to the employee,
for the period of time during which the employee is on assignment
overseas.
7) Expense Reimbursement and Housing
All reasonable documented expenses necessarily incurred in the
performance of the employee's duties. Housing and all utilities will be
provided by CCHK at its expense for the period during which the employee
is on assignment overseas.
8) Vacation
Three (3) weeks vacation per year. Employee shall provide the Company a
minimum of 30 days' prior written notice of a request for vacation days.
All vacation days are subject to the Company's approval. The employee
shall be entitled to the Company's regularly scheduled holidays.
9) Bonus
The employee is eligible to participate in the Company's management
incentive compensation program that was approved by the Board of
Directors of the Company on August 23, 1995 and November 8, 1995. The
participation shall be subject to the terms and conditions of said
program.
10) Options
The employee has been granted the following option, effective as of April
24, 2000, to purchase up to 101,808 shares of the common stock of
Concord:
With vesting as to 33,936 shares on April 24, 2000;
With vesting as to 22,624 shares on January 1, 2001;
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With vesting as to 22,624 shares on January 1, 2002; and
With vesting as to 22,624 shares on January 1, 2003.
The exercise price per share of the option is $22.1875. The foregoing
exercise price and the number of shares subject to the foregoing option
have already been adjusted to reflect the April 14, 2000 stock split paid
to shareholders of record on March 27, 2000. The option is subject to the
terms and conditions of that certain option agreement dated as of April
24, 2000, by and between Concord and the employee (the "Option
Agreement"). The Option Agreement provides for immediate vesting as to
all shares underlying the option upon a change of control of the Company
(as defined therein). The Option Agreement will be amended to also
provide for immediate vesting in full if the Company terminates the
employee's employment without cause (as defined in Section 12) before the
end of the Term. The grant of the aforesaid option does not establish any
right of continued employment.
11) Benefits
The employee shall be eligible to receive the following benefits, as same
are made generally available to Company employees who participate in
these plans, with contributions, as applicable, to be made by the
employee and/or the Company consistent with the applicable plan(s):
o Life insurance at a rate of at least two (2) times base salary
o Medical and Dental insurance
o Disability Insurance
o 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 changes.
12) Termination
o The employee may be terminated for cause. Cause shall mean: (i)
continued failure to obey reasonable instructions of the
person(s) to whom the employee reports; (ii) continued neglect
of duties and responsibilities; (iii) willful misconduct or
other actions in bad faith which are to the detriment of the
Company and/or any of its subsidiaries or affiliates; (iv)
failure to comply with any of the provisions set forth in
Exhibit A; or (v) failure to comply with the Code of
Conduct annexed as Exhibit B. Prior to terminating the employee
for cause the Company shall provide the employee with
written notice of the allegations giving rise to termination and
provide the employee with 30 days to respond to the allegations
and an additional 30 days to
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cure, remedy or rectify any circumstances giving rise to
termination for cause to the extent that any cure, remedy or
rectification is possible.
o Concord may terminate the employee's employment at any time for
any reason by giving the employee 30 days' written notice. 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 30 day period following delivery of
notice of termination, provided that the Company shall continue
to provide the employee with his normal and customary
compensation and benefits as prescribed in Sections 5, 6, 7, 8,
9, 10 and 11. Alternatively, Concord may require the employee to
cease working at any time during the 30-day notice period. If:
(i) Concord terminates the employee's employment without cause
(as defined above in this Section) whether during the Term or at
any time after the expiration of the Term; or (ii) the employee
terminates his employment with Concord after the expiration of
the Term (but not before), then the employee will be paid for a
total of one (1) year (the "Severance"), excluding any portion
of the 30-day notice period for which the employee remained in
the Company's employment, at the then effective compensation
provided for in Section 5 (salary plus overseas allowance). The
portions of such Severance that are related to the employee's
salary, overseas allowance and any auto allowance will be paid
in installments (net of required withholding) in accordance with
the Company's normal payroll schedule for executives. The
Company's obligation to pay any such Severance is conditioned
upon the employee's prior and continued compliance with the
provisions of this Agreement including, but not limited to,
Section 13 and Exhibit A.
o To the extent that the employee's employment terminates for any
reason outlined above, benefits as set forth in Sections 8 and
11 provided to employee will terminate as of the last day of
employment unless otherwise specified in any employee benefit
plan or unless otherwise specified as a matter of law.
13) Confidentiality and Intellectual Property; Non-Compete; Code of Conduct
Annexed hereto as Exhibits A and B, respectively, are provisions
applicable to the employee which are incorporated herein by reference and
are part of this Agreement. As consideration for the covenants of
employee set forth in Exhibit A, the Company hereby employs or continues
to employ employee and employee hereby accepts employment or continued
employment upon the terms and conditions contained herein. The employee
acknowledges and agrees that the provisions set forth in Exhibits A and B
do not affect the Company's ability to terminate the employee at any time
with or without cause. If a provision set forth in this Term
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Sheet conflicts with a provision set forth in one or both of the
exhibits, then the provisions of this Term Sheet shall govern. The
obligations set forth in Exhibits A and B shall survive any termination
of the employee's employment and/or any termination or expiration of this
Agreement. The Company acknowledges that employee's willingness to enter
into the non-compete covenants is based solely on employee receiving the
Severance in the circumstances provided for in Section 12. The employee
acknowledges that, if the Company terminates the employee's employment
with cause (as defined in Section 12) or if the employee terminates his
employment with the Company before the end of the Term (in breach of this
Agreement), then the employee will not be entitled to receive the
Severance described in Section 12 but the non-compete covenants will
nevertheless remain in full force and effect.
In the event the employee fails to comply with any of the terms or
conditions of Exhibit A or B (as same may be modified in this Term
Sheet), all stock options granted by the Company, pursuant to this
Agreement or otherwise, are thereby forfeited regardless of whether such
options have vested.
14) Representation by Employee
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, restrict or limit: (a) the
employee's employment by the Company (or any of its subsidiaries or
affiliates); or (b) any activities contemplated as part of the employee's
employment hereunder.
15) Acknowledgment of Representation by 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.
The Company shall reimburse the employee in an amount not to exceed
$2,500 for professional fees actually incurred by the employee with
respect to professional fees applicable to the review and negotiation of
this Agreement.
16) Indemnification
The employee agrees to indemnify the Company for any damages, claims,
expenses or costs, including attorneys fees, incurred by the Company
relating directly or indirectly to any act or omission of the employee
outside of the scope of the employee's duties and responsibilities as an
employee of the Company. The Company agrees to indemnify the employee for
any damages, claims, expenses or costs, including attorneys' fees,
incurred by the employee relating directly or indirectly to any act or
omission of the Company within the scope of
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performing the employee's duties and responsibilities as an employee of
the Company.
17) Entire Agreement
This Agreement (which includes all schedules and exhibits to same)
contains the entire understanding and agreement among and between the
parties and supersedes any prior understandings or agreements, oral or
written, between them relating to the subject matter hereof.
Notwithstanding the foregoing, unless this Agreement specifically
provides otherwise, it does not supercede any prior option agreements
entered into between the Company and the employee. Any amendments to this
Agreement must be in writing, signed by the parties affected by the
amendment.
18) Severability
If any provision of this Agreement is held breached, illegal, invalid or
unenforceable, such provision shall be deemed severed and the remainder
of this Agreement will remain binding on the parties as though the
breached, illegal, invalid or unenforceable provision had not been
included.
19) Attorneys' Fees
If any action at law or in equity is brought to enforce the provisions of
this Agreement, the prevailing party shall be entitled to reasonable
attorneys' fees, whether at pretrial, trial or appellate levels, which
may be set by the court in the same action or in a separate action for
that purpose, including reasonable costs and fees awarded in such action,
in addition to any other relief to which the party may be entitled.
20) Governing Law
This Agreement and the employment of the employee shall be governed by
the laws of the State of Florida. Any litigation related to or arising
out of this Agreement shall be brought in the state or federal courts of
the State of Florida, or in the event the Company moves its principal
place of business from the State of Florida, in the state or federal
courts of the state of such other principal place of business. 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
waive, and do hereby waive, trial by jury. The employee agrees and
acknowledges that in the event of his violation of any term or condition
of this Agreement that the Company will have no adequate remedy at law
and shall, therefore, be entitled to enforce any provision hereof by
temporary or permanent injunctive or mandatory relief obtained in any
court of competent jurisdiction without the necessity of
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proving damage or posting any bond or other security and without
prejudice to any other remedies that may be available to the Company at
law or in equity.
Accepted and Agreed: Accepted and Agreed:
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EMPLOYEE CONCORD CAMERA CORP.
/s/ Keith L. Lampert By: /s/ Brian F. King
----------------------------- ---------------------------------
Keith L. Lampert Brian F. King
Senior Vice President
Date: September 26, 2001 Date: September 26, 2001
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Rev. 08/16/00
[Exhibits A and B to this Agreement are identical to Exhibits A and B to the
Terms of Employment of Brian King, filed herewith as Exhibit 10.32.]