Exhibit 10.41
Richard Finkbeiner
Terms of Employment
with
Concord Camera Corp.
1) Position
Senior Vice President and Chief Financial Officer
2) Employer
Concord Camera Corp., a New Jersey corporation (the "Company" or
"Concord")
3) Term
The term hereof shall commence on the first day of the employee's
full-time employment with the Company (the "Effective Date") and shall
continue thereafter, year-to-year, until terminated in accordance with
Section 14 below. The employment may be terminated in accordance with
Section 14 at any time during the term. Unless the parties mutually
agree otherwise, the employee will start working for the Company on
July 22, 2002.
4) Reports To
The Chairman and Chief Executive Officer of the Company, or such other
person or persons as the Chairman and Chief Executive Officer may from
time to time designate.
5) Compensation
Salary: $250,000 per annum payable in accordance with the Company's
normal payroll policies for employees. The aforesaid salary amount is
to be reviewed initially on January 1, 2004, and thereafter on an
annual basis.
6) Car allowance
$7,500 per annum, payable in installments of $625 per month.
7) Deferred Compensation
The employee shall receive a grant of deferred compensation equal to
$50,000 with the entire amount to be 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 installments of $12,500 per year on each of
the first four anniversaries of the Effective Date.
In order to help defray the cost of selling his house in Wisconsin and
buying a home in South Florida, the employee shall receive a second
grant of deferred compensation equal to $50,000 (the "Second Amount")
with the entire amount to be deposited by the Company into a deferred
compensation account created for this purpose. This deferred
compensation shall vest, so long as the employee continues to be
employed by the Company, in installments of $12,500 per year on each of
the first four anniversaries of the Effective Date.
Richard Finkbeiner
Terms of Employment
Page 2 of 8
The Company will adopt a supplemental employee retirement plan (the
"SERP") for the benefit of the employee, setting forth the terms and
conditions under which the deferred compensation will be paid to the
employee. The SERP will provide for immediate vesting in full of the
Second Amount if the Company terminates the employee's employment
without "cause" (as defined in Section 14 below). The employee will not
be entitled to have any portion of the deferred compensation
distributed from the SERP account (even after he has vested as to same)
prior to the earlier of: (i) the termination of the employee's
employment with the Company; or (ii) the fourth anniversary of the
Effective Date.
8) Expense Reimbursement
The Company will reimburse the employee for all reasonable documented
expenses necessarily incurred in the performance of the employee's
duties.
9) Relocation Reimbursement
The employee agrees to relocate his primary residence to South Florida
no later than six (6) months after the Effective Date, subject to the
terms and conditions of the Company's standard relocation package
described in Exhibit C, except as hereby amended as follows: (i) the
$750 transportation payment described in paragraph 3 of Exhibit C is
hereby changed to up to $1,000 per automobile; and (ii) the $5,000
moving allowance cap described in paragraph 2 of Exhibit C is deleted
and the Company will reimburse the employee for the actual cost to
employee (currently estimated to be approximately $15,000) of moving
his and his wife's household possessions from Wisconsin to South
Florida, provided that the employee obtains competitive bids from at
least two moving companies and the total amount of such cost was
approved by the Company in advance of the move.
In addition, the Company will reimburse the employee for the cost of
reasonable housing and the use of a rental car in South Florida for up
to six (6) months after the Effective Date, provided the housing and
car rental were approved in advance by the Company. For up to six (6)
months after the Effective Date and prior to the employee's relocation
to South Florida, the Company will reimburse the employee for his
roundtrip coach airfare (the amount of which must be approved in
advance by the Company) in traveling from South Florida to Wisconsin as
often as once a month.
Richard Finkbeiner
Terms of Employment
Page 3 of 8
10) 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 also be entitled to the Company's regularly scheduled
holidays.
11) Bonus
The employee shall be eligible for a discretionary bonus which is
dependent upon the performance of the employee and the performance of
the Company. The Company is not obligated to pay any specific bonus
amount. The initial review for bonus shall occur on or about June 30,
2003. Subsequent bonus reviews shall take place every 12 months
thereafter. To be eligible for a discretionary bonus, the employee must
be employed by the Company at the time the bonus is paid.
12) Options
Subject to approval by the Compensation and Stock Option Committee of
the Board of Directors of Concord, no sooner than the Effective Date
the employee will be granted the following option to purchase up to
75,000 shares of the common stock of Concord:
with vesting as to 18,750 shares on the 1st year anniversary
of the Effective Date;
with vesting as to 18,750 shares on the 2nd year anniversary
of the Effective Date;
with vesting as to 18,750 shares on the 3rd year anniversary
of the Effective Date; and
with vesting as to 18,750 shares on the 4th year anniversary
of the Effective Date.
The exercise price per share of the option shall be the record share
price as of the close of business on the date of grant. The option will
not be intended to qualify as an incentive stock option and shall be:
(1) subject to the terms and conditions of Concord's standard option
agreement; and (2) conditioned upon the employee's execution and
delivery of said agreement, as of the grant date. The grant of the
aforesaid option does not establish any right of continued employment.
13) 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):
Richard Finkbeiner
Terms of Employment
Page 4 of 8
o Life insurance at a rate of 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.
14) Termination
The Company may terminate the employee for cause at any time without
notice. "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; (iv) fraud or dishonesty; (v) any action in bad faith which
is to the detriment of the Company and/or any of its subsidiaries or
affiliates; (vi) failure to comply with any of the provisions set forth
in Exhibit A; or (vii) failure to comply with the Code of Conduct
annexed as Exhibit B.
Either party may terminate at any time for any reason or for no reason
upon giving the other party 60 days' written notice. If the Company
terminates the employee for any reason other than cause, or for no
reason, and such termination is made effective immediately or at any
other time before the expiration of the foregoing 60-day notice period,
then the Company shall pay the employee's base salary, in lieu of
notice, for the remainder of such notice period (the "Notice
Payments"). If the Company terminates the employee for any reason other
than cause, or for no reason, the employee shall also receive the
Non-Compete Payment provided for in Section 15 below.
In the event that the employee's employment terminates for any reason
at all, voluntarily or involuntary, benefits provided to the 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.
Richard Finkbeiner
Terms of Employment
Page 5 of 8
15) 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 Sheet(1) 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.
As additional consideration for the covenants of employee set forth in
this Section and Exhibit A, if the employee's employment is terminated
by the Company for any reason other than "cause" or for no reason,
then, after the Company has made any Notice Payments the employee is
entitled to receive pursuant to Section 14, the employee shall receive
a payment (the "Non- Compete Payment") calculated as follows:
A. If such termination occurs within six (6) months of the
Effective Date, then the Non-Compete Payment shall equal three (3)
months of his base salary, less any Notice Payments.
B. If such termination occurs more than six (6) months but
less than twelve (12) months after the Effective Date, then the
Non-Compete Payment shall equal:
(i) three (3) months of his base salary,
(ii) plus 1.5 times his monthly base salary for
each month in excess of six (6) months that
he continued to be actively employed by the
Company,
(iii) less any Notice Payments.
C. If such termination occurs twelve (12) months or more after
the Effective Date, then the Non-Compete Payment shall equal twelve
(12) months of his then base salary, less any Notice Payments.
Notwithstanding any other provision of this Agreement to the contrary,
the combined total of any and all severance payments (including any
Notice Payments) and the Non-Compete Payment shall not in any event
exceed twelve (12) months' of the employee's then base salary.
Any and all Notice Payments and the Non-Compete Payment shall be
payable in installments (net of required withholding) in accordance
with the Company's normal payroll schedule and shall not be payable
simultaneously. The Company's obligation to make any Notice Payments
and/or the Non-Compete Payment is conditioned upon the employee's prior
and continued compliance with all provisions of this Agreement
including, but not limited to, those set forth in Exhibit A.
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1 As used herein, "Term Sheet" means the portion of these Terms of Employment up
through and including the signature page. The "Agreement" or "Terms of
Employment" means the Term Sheet together with all exhibits and schedules to the
same.
Richard Finkbeiner
Terms of Employment
Page 6 of 8
If the employee's employment is terminated by the Company for "cause,"
or by the employee, then the employee will not receive a Non-Compete
Payment or any Notice Payments but all of his obligations under the
provisions of this Agreement, including but not limited to those set
forth in Exhibit A, 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 Concord, pursuant to this
Agreement or otherwise, are thereby forfeited regardless of whether
such options have vested.
16) 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. The foregoing would include, but not
be limited to, any agreement or covenant relating to non-competition,
non-solicitation, confidentiality and/or non-interference. If the
employee has ever signed or been subject to one or more agreements of
the nature described above, the employee promptly disclosed them to the
Company and provided the Company with complete copies of them.
17) 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 this Agreement and the subject
matter hereof.
18) Indemnification
The employee agrees to indemnify the Company and its subsidiaries and
affiliates against any damages, claims, expenses or costs, including
attorneys fees, incurred by any of them 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.
Richard Finkbeiner
Terms of Employment
Page 7 of 8
19) 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. Any
amendments to this Agreement must be in writing, signed by the parties
affected by the amendment.
20) 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.
21) 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.
22) 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
Richard Finkbeiner
Terms of Employment
Page 8 of 8
mandatory relief obtained in any court of competent jurisdiction
without the necessity of 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:
EMPLOYEE CONCORD CAMERA CORP.
/s/ Richard Finkbeiner By: /s/ Ira B. Lampert
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Richard Finkbeiner Ira B. Lampert, Chairman
and Chief Executive Officer
Date: 6/26/02 Date: 7/22/02
-------------------------- --------------------------
Rev. 02/05/01
Exhibit A
CONFIDENTIALITY/INTELLECTUAL PROPERTY RESTRICTIONS
AND NON-COMPETE
I. CONFIDENTIALITY/INTELLECTUAL PROPERTY RESTRICTIONS
1. During Employee's employment and at all times thereafter, Employee
agrees to keep in the strictest confidence, agrees to refrain from
disclosing or divulging to any person, firm or corporation, and agrees
to refrain from using directly or indirectly, for his or her benefit or
the benefit of others, any information which is or ought to be treated
as Confidential Information. Employee agrees that, except as directed
by the Company, the Employee will not at any time, whether during or
after his or her employment with the Company, disclose to any person
any Confidential Information, or permit any person to examine and/or
make copies of any documents or other tangible items which contain or
are derived from Confidential Information, whether prepared by the
Employee or otherwise coming into the Employee's possession or control.
Said documents may be in either human or computer readable form,
including, but not limited to software, source code, hex code, or an
other form. Employee further acknowledges and agrees that a document or
other tangible item need not be expressly marked or designated as
"Confidential" in order for it to be considered Confidential
Information and the Employee agrees to use his or her best judgment in
this regard and to proceed on the assumption that all information to
which he or she is exposed by virtue of his or her employment, whether
directly from the Company or not, is to be considered Confidential
Information of the Company. Notwithstanding the provisions contained
herein, Employee may disclose Confidential Information: (a) in the
course of carrying out his or her duties as an employee, provided that
such disclosures are made in accordance with Company policy as
currently in effect at the time of the disclosure; 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 Employee 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 promptly provide Concord Camera Corp.'s Chief Executive
Officer with written notice of the request so that the Company may
exhaust its rights before any court or administrative tribunal to
prohibit disclosure.
2. As used herein, the term "Confidential Information" includes, but is
not limited to, all information relating to: (A) the Company's business
affairs and operations (unless otherwise available as public
information due to no fault of Employee), including but not limited to,
(i) vendors, suppliers and customers of the Company (including mailing
lists, credit card or charge card numbers, price and mark-up
determinations, sales or sales trends, and costs of products or
services paid by the Company), (ii) Company budgets, business plans and
marketing plans, and (iii) any proprietary products or processes or any
other confidential or non-public information or material concerning the
copyrights, trademarks, trade names, service marks, inventions,
patents, products, suppliers or customers of the Company; and (B) all
confidential information relating to any third party with whom the
Company is under an obligation of confidentiality.
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3. In connection with the Employee's obligations: (a) the Employee
shall keep all papers and other tangible items relating to the Company
and its products and processes 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 or her employment, 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 using Company assets 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 request of the Company, Employee shall execute, acknowledge,
deliver and file any instrument or document, and do all other acts and
things necessary or appropriate in the opinion of the Company to
confirm the Company's title or assign such title to such inventions and
its rights to obtain and maintain letters patent or other protection
with respect thereto and to enable the Company to exploit the same.
5. The foregoing Sections 1 through 4 are each of unlimited duration,
and extend throughout the period of employment and following any
termination of employment with the Company without time limit in
perpetuity.
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II. NON-COMPETE PROVISIONS
1. Employee agrees and covenants that, because of the nature of the
Company's business, the confidential and sensitive nature of the
Confidential Information, as defined above, and because the use of, or
even the appearance of the use of, the Confidential Information may
cause irreparable damage to the Company and its reputation, or to
customers of the Company, Employee shall not, anywhere in the world,
during the term of employment and for a period of twelve (12) months
after the time of the termination of the Employee's employment,
regardless of the reason for such termination, without the Company's
prior express written consent (which consent must specifically refer to
this Section of this Agreement), in any capacity whatsoever, directly
or indirectly, whether as an employee, sole proprietor, shareholder,
member, partner, consultant, independent contractor, salesman, officer,
director, customer or otherwise:
(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,
contractor, 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 his or her 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 was employed by, or who was a consultant
to, the Company within the one-year period preceding the date
of any such aid;
(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
formerly employed by the Company or formerly acting as a
consultant to the Company; or
(f) aid, assist, or transact any business with any person who
was an employee of, or consultant to, any customer of the
Company.
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2. The Restraints set forth in Section 1 of this Part II, however, do
not preclude the 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;
(c) managing his or her personal investments and
affairs; or
(d) being involved in other business transactions,
provided that such activities do not interfere with the proper
performance of Employee's duties and responsibilities as an employee of
the Company.
III. GENERAL PROVISIONS
1. As used in this Exhibit, the term "Company" includes Concord Camera
Corp. and all of its subsidiary companies.
2. Rights and Remedies of the Company.
(a) Reasonableness of Restraints. The Employee hereby
acknowledges that Employee is fully familiar with the
restrictions, restraints and limitations imposed upon him or
her hereunder (collectively, the "Restraints"); Employee
further acknowledges and agrees that the Restraints contained
herein are necessary for the protection of the Company's
legitimate business interests, including but not limited to
the Company's trade secrets, valuable confidential business or
professional information, substantial relationships with
existing and prospective customers, and customer and client
goodwill, and that the Restraints are reasonable in scope and
content.
(b) Injunctive Relief. Employee acknowledges that disclosure
of any Confidential Information or breach of any of the
non-competition covenants contained herein will give rise to
irreparable injury to the Company or customers of the Company,
inadequately compensable in damages. Employee also agrees and
acknowledges that his or her breach of this Agreement will
give rise to irreparable injury which may specifically be
enjoined. Accordingly, the Company may seek and obtain
injunctive relief against the breach or threatened breach of
the foregoing, in addition to any other legal remedies which
may be available. Employee further acknowledges and agrees
that, in the event of the termination of employment with the
Company (for whatever reason), Employee's experience and
capabilities are such that Employee can obtain employment
which is different or of a non-competing nature with the
Company; and that the enforcement of a remedy hereunder by way
of injunction shall not prevent Employee from earning a
reasonable livelihood.
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(c) Extension of Period of Restraints. The Restraints
described in Section 1 of Part II above shall not expire until
the Employee has been in full, continuous compliance, both
during employment and for a period of twelve (12) months
thereafter, with the Restraints and other covenants set forth
in this Agreement.
3. Enforcement by Third Party Beneficiaries, Assignees, and Successors
Employee acknowledges and agrees that the Restraints contained
in this Agreement are for the benefit of the Company and certain third
party beneficiaries related to the Company and that either the Company
or such third party beneficiaries may enforce the terms of this
Agreement. This Agreement inures to the benefit of and may be enforced
by the Company's assignee or successor and the assignee or successor of
any third party beneficiary.
4. Enforceable
The provisions of this Agreement shall be enforceable
notwithstanding the existence of any claim or cause of action of
Employee against the Company whether predicated on this Agreement or
otherwise.
5. Saving Provision
Employee acknowledges that he or she has carefully read and
understands this Agreement. The Employee agrees and stipulates that all
provisions in this Agreement are fair and reasonable in light of all of
the facts and circumstances of the relationship between Employee and
the Company and that they are required to protect the legitimate
business interests of the Company. Notwithstanding the above, Employee
agrees that in the event that the Restraints (or any part thereof)
shall be determined by any court of competent jurisdiction to be
unenforceable by reason of being extended for too great a period of
time, or as encompassing too large a geographic area, or over too great
a range of activities, or any combination of these elements, that such
portion shall be considered divisible as to scope, time and geographic
area and that the Restraints shall be interpreted to extend to the
maximum period of time, geographic area, and range of activities which
the court deems reasonable and enforceable. All other provisions not
deemed unenforceable will remain in full force and effect.
Rev. February 12, 2001
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EXHIBIT C
[CONCORD CAMERA LOGO]
CONCORD CAMERA CORP.
STANDARD RELOCATION PACKAGE
If you relocate your primary residence to South Florida (hereinafter "Florida")
pursuant to signed Terms of Employment between you and Concord Camera Corp. or
one of its subsidiaries ("Concord"), the following benefits will be made
available to you:
(1) For you and your spouse (if applicable) expense payments
related to two visits to Florida for the purpose of locating
housing in Florida. These expense payments which will be
reimbursed by Concord by the employee's submission of an
approved expense report, with supporting receipts, which are
within the below allowance(s) criteria, consist of: (a) two
Concord approved round trip coach tickets to Florida for each
visit; (b) Concord approved hotel accommodations for two
nights for each visit; (c) a Concord approved car rental for
each visit; and (d) a food and incidental allowance (not to
exceed $100 per day per couple, or $50 per day for an
individual). Concord approved airfare, hotel accommodations
and car rental costs will be paid for and/or reimbursed by
Concord. The actual scheduling of approved trips to Florida
will be made through Concord.
(2) A moving allowance in an amount of up to $5,000.00. The moving
allowance will be approved by Concord upon the submission to
Concord by employee of a moving expense/cost estimate provided
by the Concord-approved moving company. The moving allowance
will be provided to cover the actual moving expenses for your
household possessions, limited to the herein amount. You will
be provided the moving allowance prior to your move to Florida
so that you can pay the moving company upon their completion
of your move to Florida.
(3) A transportation payment in an amount of up to $750.00 per
automobile (limited to two (2) automobiles). The
transportation allowance is being provided to cover the actual
transportation expenses for you and your family and is limited
to the herein amount. The transportation allowance will be
paid to you prior to your move to Florida so that you can pay
for the transportation of your automobile(s) and family to
Florida.
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(4) A "transfer payment" in the gross amount of $1,500.00. In
addition, if you purchase a home in Florida within two years
of your first (1st) day of employment in Florida with Concord,
and you owned a home prior to moving to Florida, you will be
provided with an additional payment of $3,500.00 which is
intended to be applicable to real estate brokerage
commissions, closing costs and other expenses related to your
relocation to Florida.
The payment of the aforesaid expenses (1) and (2) will be subject to
the completion of appropriate expense reports and the providing of
appropriate receipts to support the expenses. The transportation and
transfer payments (3) and (4) will not require an accounting by you.
You will have no obligation to reimburse Concord for any expense
amounts paid to you and/or incurred by Concord on your behalf provided
that you do not voluntarily terminate your employment with Concord
prior to three (3) years from your first (1st) day of employment in
Florida with Concord. In the event that you terminate your employment
prior to three years from your first (1st) day of employment in Florida
with Concord, you will have the obligation to reimburse Concord for all
amounts provided by Concord to you as previously described in
paragraphs (1), (2), (3) and (4) reduced by one-thirty-sixth (1/36) for
each full month you remain in Concord's employment. Concord will have
the right in such circumstance to withdraw amounts from any amounts due
you. If Concord should terminate your employment, you will have no
obligation to repay any amounts provided to you.
Rev. 07/17/00
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AMENDMENT NO. 1
to
RICHARD FINKBEINER'S
Terms of Employment
with
CONCORD CAMERA CORP.
AMENDMENT NO. 1, dated as of January 1, 2003, to Terms of Employment
between CONCORD CAMERA CORP. (the "Company") and RICHARD FINKBEINER (the
"employee"), signed in July 2002 effective as of July 22, 2002 (the
"Agreement").
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which is hereby acknowledged, the Agreement is hereby amended as follows:
1. Section 5 of the Agreement is hereby deleted and replaced with the
following, effective as of January 1, 2003:
"5) Compensation
Salary: $262,500 per annum payable in accordance with the
Company's normal payroll policies for employees. The aforesaid
salary amount is to be reviewed next on January 1, 2004, and
thereafter on an annual basis."
2. Effective as of January 20, 2003, the previous Code of Conduct
attached to the Agreement as Exhibit B (dated August 10, 2000) is hereby deleted
and replaced in its entirety with the Exhibit B, dated January 12, 2003,
attached hereto.
3. Except as hereby amended, the Agreement shall continue in full force
and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1
as of the date first above written.
EMPLOYEE: CONCORD CAMERA CORP.
/s/ Richard Finkbeiner By: /s/ Ira B. Lampert
- ----------------------------------- ----------------------------------------
Richard Finkbeiner Ira B. Lampert
Chairman, Chief Executive Officer
and President
Date: 5/06/03 Date: 5/7/03
------------------------------ -----------------------------------
Exhibit B
CONCORD CAMERA CORP.
CODE OF CONDUCT
Incorporated by reference to the Company's quarterly report on
Form 10-Q for the quarter ended March 29, 2003 which Code of
Conduct, dated January 12, 2003, was filed as part of Exhibit
10.2.
Revised 01/12/03