EX-10.3 4 b411039_ex10-3.txt EXHIBIT 10.3 Exhibit 10.3 AMENDMENT TO THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AND AGREEMENT FOR HARLAN I. PRESS Amendment dated as of July 31, 2001 (this "Amendment") to the Supplemental Executive Retirement Plan and Agreement for Harlan I. Press, dated as of April 19, 2000, by and between CONCORD CAMERA CORP., a New Jersey corporation (the "Employer") and HARLAN I. PRESS (the "Executive"). Reference is made to the Supplemental Executive Retirement Plan and Agreement for Harlan I. Press (the "Plan"), dated as of April 19, 2000, by and between the Employer and the Executive. The Plan is hereby amended as follows: 1. Article IV (consisting of paragraphs 1 and 2) is hereby deleted and the following is substituted therefor: "Article IV Vesting 1. The balances in the Accounts shall vest as follows: Account Vesting Date ------- ------------ Account I January 1, 2001 Account II January 1, 2002 Account III January 1, 2003 Upon the event of a Change in Control, the balances in the Accounts shall immediately vest. In addition, if the Executive's employment is terminated by the Employer without Cause, the balances in the Accounts shall immediately vest. In the event the Executive's employment with the Employer is terminated prior to the vesting of the balance in an Account for any other reason, the balance in such Account shall be immediately forfeited and the Executive shall have no further interests in such balance. For purposes of this Agreement, "Cause" shall mean "cause" as defined in the most recent employment agreement (the "Employment Agreement") between the Executive and the Employer and, in the absence of an Employment Agreement or in the absence of a definition of "Cause" in such Employment Agreement, "Cause" shall mean: (i) any continued failure by the Executive to obey the reasonable instructions of the Chairman and Chief Executive Officer of the Employer; (ii) continued neglect by the Executive of his duties and obligations as an employee of the Employer, or a failure to perform such duties and obligations to the reasonable satisfaction of the Chairman and Chief Executive Officer of the Employer; (iii) willful misconduct of the Executive or other actions in bad faith by the Executive which are to the detriment of the Employer or any of its subsidiaries or affiliates including, without limitation, conviction of a felony, embezzlement or misappropriation of funds or conviction of any act of fraud; or (iv) a breach of any material provision of the Employment Agreement not cured within 30 days after written notice thereof. 1 2. Notwithstanding anything herein to the contrary, in the event of a forfeiture of a balance in an Account, the Executive agrees that to the extent that the balance in the Account at the time of forfeiture is less than $55,000, he shall immediately pay to the Employer an amount equal to such deficiency. The Employer, in its discretion, may reduce the amounts otherwise payable to the Executive under this Plan and Agreement by any deficiency owed to the Employer pursuant to the immediately preceding sentence." 2. Paragraph 1 of Article V is hereby deleted and the following is substituted therefor: "1. Except as otherwise provided in paragraph 2 of Article IV or in this Article V or in Article VI or VII, the vested balance in each Account shall be paid to the Executive in one of the two following methods at the election of the Executive: (a) a lump-sum payment to be paid at such time as is designated by the Executive or (b) annual installment payments over such period of years as may be designated by the Executive." 3. Paragraph 6 of Article V is hereby deleted and the following is substituted therefor: "6. Except as provided in this paragraph 6, the Executive shall have no right to modify in any way his election and designation made pursuant to paragraph 1 of this Article V with respect to an Account or, in the event of his failure to make such an election or designation, the default provisions of paragraph 3. Provided that a modification election is made at least 12 months prior to it becoming effective, the Executive may: (a) delay the date on which a lump-sum payment from such Account shall be made; (b) accelerate the date on which benefit distributions from any vested portion of an Account shall commence; (c) change the form of benefit payment from such Account from a lump-sum payment to annual installment payments over such period of years as designated by the Executive; (d) change the form of benefit payment from such Account from annual installments to a lump-sum payment which shall be paid at the time designated by the Executive; 2 (e) delay the commencement of annual installment payments from such Account; or (f) increase the period of years during which annual installments shall be made out of such Account." 4. Paragraph 8 of Article V is hereby renumbered as Paragraph 9 and the following is inserted as new Paragraph 8: "8. Notwithstanding any other provision of this Plan and Agreement to the contrary, in the event the Executive is determined to be subject to federal income tax on any balance in an Account prior to the time of distribution hereunder, an amount equal to the federal, state and local taxes (including any interest and penalties) owed on such taxable amount, shall be distributed from such Account to the Executive. A balance in an Account shall be determined to be subject to federal income tax upon the earliest of: (a) a final determination by the Internal Revenue Service addressed to the Executive which is not appealed to the courts; (b) a final determination by the United States Tax Court or any other federal court affirming any such determination by the Internal Revenue Service; or (c) a written opinion by the Employer's tax counsel, addressed to the Employer, to the effect that balance in an Account are subject to federal income tax prior to distribution." 5. The foregoing amendments to the Plan are effective as of the 31st day of July, 2001. In WITNESS WHEREOF, this Amendment has been duly executed by the Employer and by the Executive as of the date indicated above. Witness: CONCORD CAMERA CORP. /s/ Elizabeth Marsicano By: /s/ Ira B. Lampert ------------------------------ ------------------------------------ Ira B. Lampert, Chairman, Chief Executive Officer and President Witness: /s/ Ann E. Neal /s/ Harlan I. Press ------------------------------ ----------------------------------------- HARLAN I. PRESS 3