Exhibit 99.1
AMENDMENT NO. 7 TO THE EMPLOYMENT AGREEMENT AND
AMENDMENT NO. 1 TO THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AMENDMENT NO. 7 AND AMENDMENT NO. 1, dated as of July 1, 2005, by and
between Concord Camera Corp., a New Jersey corporation (the "Company") and Ira
B. Lampert (the "Executive").
WHEREAS, the Company and the Executive are parties to that certain
Amended and Restated Employment Agreement, dated as of May 1, 1997, as
heretofore amended by Amendment No. 1 dated August 25, 1998, Amendment No. 2
dated January 1, 1999, Amendment No. 3 dated April 19, 2000, Amendment No. 4
dated January 1, 2001, Amendment No. 5 dated December 2, 2002 and Amendment No.
6 dated February 10, 2003 (the "Agreement");
WHEREAS, the Company and the Executive are parties to that certain
Amended and Restated Supplemental Executive Retirement Plan and Agreement, dated
as of August 18, 2004 (the "SERP");
WHEREAS, the Company and the Executive desire to further amend the
Agreement to provide for a definite term of employment; and
WHEREAS, the Company and the Executive desire to amend the Agreement
and the SERP to provide that the Company shall not be obligated to credit any
amounts to the Accounts (as defined in the SERP) or contribute to the rabbi
trust or trusts in connection with the SERP as set forth herein.
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Sections 2(a) and 2(b) of the Agreement are deleted in their
entirety and replaced with the following:
"The Company hereby continues to employ the Executive, and the
Executive hereby accepts continued employment, for the Term of
Employment commencing on July 1, 2005 and, unless sooner terminated as
provided herein, terminating on July 1, 2009."
2. The Company and the Executive hereby agree and acknowledge that the
amendments set forth herein shall constitute a Non-Extension Event mutually
agreed upon by the Company and the Executive and shall not constitute a
Constructive Termination Without Cause (each as defined in the Agreement).
3. Except as set forth in the next sentence, from and after July 1,
2005, the Company and the Executive hereby agree that, notwithstanding anything
to the contrary in the Agreement or the SERP, the Company shall not be obligated
to credit $500,000 to the Executive's SERP Account (as defined in the Agreement)
pursuant to Section 7(b) of the Agreement or to Accounts (as defined in the
SERP) pursuant to paragraph 1 of Article III of the SERP or to make any
contributions to the rabbi trust or trusts established in connection with the
SERP. If a Change of Control of the Company (as defined in the Agreement) occurs
and the Executive remains employed by the Company following such Change of
Control, the Company shall be obligated, following such Change of Control, to
pay to the Executive the amount of $500,000 per year in lieu of the amount that
would have been credited to the SERP Accounts and the Accounts pursuant to
Section 7(b) of the Agreement and paragraph 1 of Article III of the SERP,
respectively, to the extent that but for the first sentence of this paragraph 3
a $500,000 credit would have been required by the terms of the Agreement and the
SERP. The initial $500,000 payment shall be made for the year in which the
Change of Control occurs within 30 days of the date of the Change of Control.
Any additional payments, if any, shall be made on the first business day of each
succeeding calendar year of the Term of Employment.
4. Except as amended hereby, the Agreement and the SERP shall continue
in full force and effect, without change.
IN WITNESS WHEREOF, the undersigned have executed this Amendment
as of the date first above written.
CONCORD CAMERA CORP.
By:
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Harlan Press, Vice President and Treasurer
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Ira B. Lampert
Each of the undersigned hereby consents to the execution and delivery of the
foregoing Amendment and acknowledges that its guaranty of the Company's
obligations under the Agreement shall continue in full force and effect:
CONCORD-KEYSTONE SALES CORP.
By: ____________________________
CONCORD CAMERA ILLINOIS CORP.
By: ____________________________
CONCORD CAMERA EUROPE LTD.
By: ____________________________
CONCORD CAMERA FRANCE SARL
By: ____________________________
CONCORD CAMERA GMBH
By: ____________________________
CONCORD CAMERA HK LIMITED
By:
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CONCORD CAMERA KK (JAPAN)
By:
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