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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Concord Camera Corp.
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
206156101
(CUSIP Number)
Kronish, Lieb, Weiner & Hellman LLP 1114 Avenue of the Americas
Attn: Ralph J. Sutcliffe, Esq. New York, New York 10036
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 4, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box .
Check the following box if a fee is being paid with the statement . (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note:Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of __
<PAGE>
SCHEDULE 13D
CUSIP No. 206156101 Page 2 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steve Jackel
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 162,250
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 126,667
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 288,917
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
288,917
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 206156101 Page 3 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brian King
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 34,833
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 34,833
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,833
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 206156101 Page 4 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ira B. Lampert
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 391,350
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 310,333
REPORTING 9 SOLE DIPOSITIVE POWER
PERSON WITH 701,683
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
701,683
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 206156101 Page 5 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lawrence Pesin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 34,833
REPORTING 9 SOLE DIPOSITIVE POWER
PERSON WITH 34,833
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,833
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 206156101 Page 6 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Eli Shoer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF 7 SOLE VOTING POWER
SHARES 87,500
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 12,667
REPORTING 9 SOLE DIPOSITIVE POWER
PERSON WITH 100,167
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,167
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 206156101 Page 7 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gary M. Simon
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 31,666
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 31,666
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,666
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 206156101 Page 8 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Arthur Zawodny
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 10,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 8,867
REPORTING 9 SOLE DISP0SITIVE POWER
PERSON WITH 18,867
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,867
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
This Amendment amends and restates a statement on Schedule 13D
previously filed with the Securities and Exchange Commission on November 17,
1995. Because this is the first electronic amendment to a paper format Schedule
13D, this Amendment restates and amends the original Schedule 13D pursuant to
Rule 13d-2(c) under the Securities Exchange Act of 1934, as amended.
Item 1. Security and Issuer
This Amendment relates to the common stock, no par value per share (the
"Common Stock"), of Concord Camera Corp., a New Jersey corporation (the
"Company"). The principal executive offices of the Company are located at 35
Mileed Way, Avenel, New Jersey 07001.
Item 2. Identity and Background
The name and principal occupation of each of the persons filing this
statement (the "Filing Persons") are set forth below. Except as set forth below,
each Filing Person is a U.S. citizen, each principal occupation refers to
employment with the Company and each Filing Person has his business address at
35 Mileed Way, Avenel, New Jersey 07001. The principal business of the Company
is the design, manufacture, marketing, distribution and sale of popularly-priced
cameras.
Principal
Name Occupation
Steve Jackel Chief Operating Officer and President
Brian King Vice President of Corporate and Strategic Development and
Secretary
Ira B. Lampert Chairman and Chief Executive Officer
Lawrence Pesin Vice President Global Marketing
Eli Shoer Executive Vice President
Gary M. Simon(a)
Arthur Zawodny Director - Design Engineering
- ---------------------------
(a) Mr. Simon was the Company's Chief Financial Officer until his
resignation effective July 31, 1996.
Mr. Simon is currently a consultant to the Company.
Mr. King and Mr. Pesin were not Filing Persons when the original
Schedule 13D was filed. They became members of the "Group" for purposes
of Schedule 13D after the date the original Schedule 13D was filed.
George Erfurt, Vice President National Account Manager of the Company
until his resignation effective January 24, 1997, was a member of the Group at
the time of the original filing. Upon his resignation, Mr. Erfurt's membership
in the group ceased.
During the last five years, no Filing Person has been (a) convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Page 9 of __
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to purchase agreements (the "Purchase Agreements"), each of
the Filing Persons purchased shares (the "Purchased Shares") pursuant to the
terms of the Management Equity Provisions of the Company's Stock Incentive Plan
(the "Plan"). The purchase price for such shares was $5.375 per share. As
payment for such shares, each Filing Person executed a full recourse note for
the purchase price of such shares (each a "Note"; collectively, the "Notes") and
pledged the purchased shares as security for the payment of the Note. See Item 6
below for a more complete description of the terms of the Notes.
Item 4. Purpose of Transaction
Each Filing Person purchased the shares of the Company pursuant to
grants under the Plan. The purpose of such acquisitions was to increase the
financial commitment of senior management to the Company's success and to
provide such senior management with meaningful participation in significant
increases in shareholder value.
Pursuant to the terms of the Plan and the Purchase Agreements, the
Company was going to issue to each Filing Person that number of restricted
shares equal to the number of shares purchased under the Plan (100% of such
number of restricted shares being referred to herein as the "Restricted Shares")
on the terms and conditions set forth below:
(i) 33-1/3% of the Restricted Shares on the first date, if
any, up to and including August 31, 1997, on which Fair Market Value
(as hereinafter defined) was at least $10.00,
(ii) 66-2/3% of the Restricted Shares (less the percentage, if
any, of the Restricted Shares previously issued) on the first date, if
any, up to and including February 28, 1999, on which Fair Market Value
was at least $15.00, and
(iii) 100% of the Restricted Shares (less the percentage, if
any, of Restricted Shares previously issued) on the first date, if any,
up to and including August 31, 2000, on which Fair Market Value was at
least $20.00.
"Fair Market Value" on any date means the average of the closing prices
for the Common Stock for the 20 consecutive trading days immediately preceding
such date. The closing price for the Common Stock on any date shall be the
closing price thereof officially reported on that date (or, if there were no
sales on that date, on the next preceding date on which such closing price was
recorded) by the principal national securities exchange on which such Common
Stock is listed or admitted to trading, or if such Common Stock is not listed or
admitted to trading on any such national securities exchange, the closing price
as furnished by the National Association of Securities Dealers through NASDAQ or
a similar organization if NASDAQ is no longer reporting such information, or, if
the Common Stock is not reported on NASDAQ, as determined in good faith by
resolution of the Board of Directors of the Company (whose determination shall
be conclusive), based on the best information available to it.
The Restricted Shares were subject to forfeiture prior to vesting under
certain conditions.
Pursuant to Amendments to each of the Purchase Agreements, dated
February 28, 1997 (the "Amendments"), the Company was relieved of its obligation
to issue any Restricted Shares. Instead, each Filing Person received, as of
December 22 ,1996, options to purchase that number of shares of Common
Page 10 of __
<PAGE>
Stock (the "Option Shares") equal to the number of Purchased Shares purchased by
such Filing Person, which number is set forth opposite each Filing Person's name
on the following table:
Filing Person Number of Options
Steve Jackel 100,000
Brian King 27,500
Ira B. Lampert 245,000
Lawrence Pesin 27,500
Eli Shoer 10,000
Arthur Zawodny 7,000
Gary M. Simon 25,000
The options vested as to 20% of the Option Shares covered thereby as of December
22, 1996, and the balance of the shares covered thereby began vesting December
31, 1996 in equal monthly installments over a four-year period during the term
of employment or consultancy. The unvested portion will immediately become
vested in the event that the average closing price of the Common Stock for any
consecutive 90 trading day period is at least $5.00. The unvested portion is
cancellable upon any termination of employment or consultancy (except for death,
disability or retirement).
It is the grant of these options and the cancellation of the Company's
obligation as to the Restricted Shares that are the events which require the
filing of this Amendment.
Item 5. Interest in Securities of the Issuer
The percentage of outstanding shares of Common Stock referred to in
Item 13 of the cover pages hereof, is based upon 10,880,473 shares of Common
Stock outstanding as of January 31, 1997. The following table sets forth the
direct beneficial ownership of each of the Filing Persons. The table reflects
the exchange of Restricted Shares for options to purchase the Option Shared and
the repricing of option described below:
Owner Total Percent of Class
Steve Jackel 288,917 1 2.7%
Brian King 34,833 2 0.3%
Ira B. Lampert 701,683 3 6.4%
Lawrence Pesin 34,833 4 0.3%
Eli Shoer 100,167 5 0.9%
Gary M. Simon 31,666 6 0.3%
Arthur Zawodny 18,867 7 0.2%
All Filing Persons
as a Group 1,210,966 11.1%
- ---------------------------
1. Represents 100,000 shares purchased pursuant to a Purchase Agreement
and 188,917 shares underlying stock options. Excludes 142,333 shares
underlying options which will not become exercisable within 60 days of
January 31, 1997.
Page 11 of __
<PAGE>
2. Represents 27,500 shares purchased pursuant to a Purchase Agreement and
7,333 shares underlying stock options. Excludes 65,167 shares
underlying options which will not become exercisable within 60 days of
January 31, 1997.
3. Represents 53,850 shares purchased on the open market, 245,000 shares
purchased pursuant to a Purchase Agreement and 402,833 shares
underlying stock options. Excludes 452,167 shares underlying options
which will not become exercisable within 60 days of January 31, 1997.
4. Represents 27,500 shares purchased pursuant to a Purchase Agreement and
7,333 shares underlying stock options. Excludes 65,167 shares
underlying options which will not become exercisable within 60 days of
January 31, 1997.
5. Includes 10,000 shares purchased pursuant to a Purchase Agreement and
90,167 shares underlying stock options. Excludes 51,083 shares
underlying options which will not become exercisable within 60 days of
January 31, 1997.
6. Represents 25,000 shares purchased pursuant to Purchase Agreement and
6,666 shares underlying stock options.
7. Represents 7,000 shares purchased pursuant to a Purchase Agreement and
11,867 shares underlying stock options. Excludes 17,133 shares
underlying options which will not become exercisable within 60 days of
January 31, 1997.
Subject to the restrictions set forth in the Purchase Agreements as
amended, which restrictions are described in Item 6. below, each Filing Person
has the sole right to dispose of his shares of Common Stock. In addition, in
connection with the Amendments, each Filing Person agreed to be bound by the
terms of an Amended and Restated Voting Agreement, dated as of February 28, 1997
(the "Voting Agreement"), pursuant to which each Filing Person agreed to vote
any Purchased Shares or Option Shares acquired by a Filing Person under the Plan
(the "Shares") in accordance with the will of the holders of a majority of all
the Shares issued under the Plan.
In addition to the transactions described herein, the following
transactions in options to purchase Common Stock have been effected during the
last 60 days by any of the Filing Persons:
As of December 22, 1996, all outstanding options held by the Filing
Persons that previously had an exercise price of up to $3.99 per share remained
unchanged. All such options having an exercise price at $4.00 a share or above
were revised as follows:
(a) The number of shares of Common Stock covered by each
option was reduced by 25% (the reduction was applied on a pro rata
basis first against the unvested installments of each option).
(b) The exercise price for 50% of the shares covered by the
revised option was repriced to be $2.00 per share, for 25% was repriced
to be $2.50 per share, and for 25% to be $3.00 per share.
(c) Vesting of the repriced options remained unchanged.
Page 12 of __
<PAGE>
<TABLE>
The following table details the above changes in options held by the Filing Persons exclusive of the options granted
in lieu of the contingent restricted stock awards discussed above:
OPTIONS HELD PRIOR TO CHANGES OF 12/22/96(1) TERMS OF ORIGINAL GRANT
------------------------------------------------------------ ----------------------------------------
# OF END OF
UNDERLYING OPTION VESTED UNVESTED GRANT VESTING VESTING
SHARES PRICE SHARES SHARES DATE PERIOD METHOD
-------- ------- -------- -------- ------ -------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Ira B. Lampert 260,000 4.0000 172,500 87,500(2) 9/30/94 8/31/98 quarterly
340,000 4.0000 252,500 87,500(2) 7/1/93 8/31/97 quarterly
- ----------------- -------------- -------------- --------------- ------------- ---- ----------- ------------- -------------
Steve Jackel 25,000 3.0000 25,000 0 5/1/95 12/31/95 100%
75,000 4.0000 75,000 0 5/1/95 4/30/96 100%
200,000 4.0000 95,000 105,000 2/15/95 12/31/98 weekly
- ----------------- -------------- -------------- --------------- ------------- ---- ----------- ------------- -------------
Eli Shoer 75,000 4.0000 50,000 25,000 10/1/94 9/30/97 annual
75,000 3.2500 75,000 0 10/4/94 10/4/94 annual
- ----------------- -------------- -------------- --------------- ------------- ---- ----------- ------------- -------------
Brian King 60,000 4.0000 0 60,000 5/7/96 5/7/99 annual
- ----------------- -------------- -------------- --------------- ------------- ---- ----------- ------------- -------------
Lawrence Pesin 60,000 4.0000 0 60,000 5/7/96 5/7/99 annual
- ----------------- -------------- -------------- --------------- ------------- ---- ----------- ------------- -------------
Arthur Zawodny 12,000 3.2500 12,000 0 10/21/94 10/21/94 annual
8,000 3.2500 4,000 4,000 10/21/94 5/31/98 annual
12,000 2.8125 6,000 6,000 5/15/96 5/15/97 annual
- ----------------- -------------- -------------- --------------- ------------- ---- ----------- ------------- -------------
OPTIONS HELD AFTER 12/22/96 OPTIONS HELD AFTER 12/22/96 WITH ORIGINAL EXERCISE PRICE
# OF NUMBE
OPTIONS R OF SHARES SHARES
CANCELED SHARES VESTED UNVESTED PRICE VESTED UNVESTED
<S> <C> <C> <C> <C> <C> <C> <C>
Ira B. Lampert (65,000) 195,000 129,375 65,625(2) 4.0000 0 0(2)
(85,000) 255,000 189,375 65,625(2) 4.0000 0 0 (2)
- -------------------- ------------ --------- ---------- ----------- --- -------------- ---------------- -------------------
Steve Jackel 0 25,000 25,000 0 3.0000 25,000 0
(18,750) 56,250 56,250 0 4.0000 0 0
(50,000) 150,000 71,250 78,750 4.0000 0 0
- -------------------- ------------ --------- ---------- ----------- --- -------------- ---------------- -------------------
Eli Shoer (18,750) 56,250 37,500 18,750 4.0000 0 0
0 75,000 75,000 0 3.2500 75,000 0
- -------------------- ------------ --------- ---------- ----------- --- -------------- ---------------- -------------------
Brian King (15,000) 45,000 0 45,000 4.0000 0 0
- -------------------- ------------ --------- ---------- ----------- --- -------------- ---------------- -------------------
Lawrence Pesin (15,000) 45,000 0 45,000 4.0000 0 0
- -------------------- ------------ --------- ---------- ----------- --- -------------- ---------------- -------------------
Arthur Zawodny 0 12,000 12,000 0 3.2500 12,000 0
0 8,000 4,000 4,000 3.2500 4,000 4,000
0 12,000 6,000 6,000 2.8125 6,000 6,000
- -------------------- ------------ --------- ---------- ----------- --- -------------- ---------------- -------------------
Page 13 of __
</TABLE>
<PAGE>
<TABLE>
OPTIONS HELD AFTER 12/22/96 WITH NEW EXERCISE PRICE
----------------------------------------------------------------------------------------------------------
$2.00 PRICE $2.50 PRICE $3.00 PRICE TOTAL OUTSTANDING
VESTED UNVESTED VESTED UNVESTED VESTED UNVESTED VESTED UNVESTED
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ira B. Lampert 64,687 32,813(2) 32,344 16,406(2) 32,344 16,406(2) 129,375 65,625(2)
94,687 32,813(2) 47,344 16,406(2) 47,344 16,406(2) 189,375 65,625(2)
- ----------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
Steve Jackel 0 0 0 0 0 0 25,000 0
28,125 0 14,062 0 14,063 0 56,250 0
35,625 39,375 17,812 19,688 17,813 19,687 71,250 78,750
- ----------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
Eli Shoer 18,750 9,375 9,375 4,687 9,375 4,688 37,500 18,750
0 0 0 0 0 0 75,000 0
- ----------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
Brian King 0 22,500 0 11,250 0 11,250 0 45,000
- ----------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
Lawrence Pesin 0 22,500 0 11,250 0 11,250 0 45,000
- ----------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
Arthur Zawodny 0 0 0 0 0 0 12,000 0
0 0 0 0 0 0 4,000 4,000
0 0 0 0 0 0 6,000 6,000
- ----------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
</TABLE>
(1) For each person listed, excludes contingent restricted stock awards.
(2) Excludes a stock option for 150,000 Common Shares at $6.00 that is
contingent upon the consummation of an acquisition described in Mr.
Lampert's employment agreement.
No other person has the right or power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares of Common Stock owned by any of the
Filing Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
Pursuant to the Purchase Agreements, during the one-year period
commencing as of the date of such agreements, provided that the Filing Person is
then in the employ of the Company or any subsidiary thereof or performing
consulting activities for the Company or any subsidiary thereof, each Filing
Person may not sell, assign, transfer, pledge or otherwise encumber or dispose
of any of the Purchased Shares except for (i) the pledge of the Purchased Shares
as collateral securing a Note, (ii) the application of the Purchased Shares to
pay interest on a Note, and (iii) transfers of the Shares to members of the
Filing Person's immediate family or trusts for the benefit of any members of
Purchaser's immediate family (which individual remains subject to the terms of
the Purchase Agreements). Other than for Mr. King and Mr. Pesin, such one-year
period expired on November 7, 1996 and the above limitation is no longer
applicable. The one-year period for Mr. King and Mr. Pesin will expire on May 7,
1997. As of May 7, 1996, Mr. Lampert's Purchase Agreement was amended so that in
addition to the above he was permitted to transfer Purchased Shares to the
Company. Mr. Lampert sold 55,000 Purchased Shares to the Company, which shares
were subsequently purchased by Mr. King and Mr. Pesin.
In addition, pursuant to the Purchase Agreements as amended, so long as
the Filing Person remains an employee or performs consulting activities for the
Company or any subsidiary thereof, the Filing Person (including, for this
purpose, members of the Filing Person's immediate family and any trusts for the
benefit of any members of the Filing Person's immediate family) must continue to
beneficially own
Page 14 of __
<PAGE>
shares of Common Stock in an amount not less than 50% of the sum of (i) the
Purchased Shares, plus (ii) the Option Shares, if any, issued to the Filing
Person pursuant to the Plan as described in Item 4.
As payment for the Purchased Shares, each Filing Person executed a five
year, six percent, secured note in favor of the Company for the full purchase
price of the Purchased Shares. In connection with the Amendments, all the Notes
were amended and restated. To secure the Note, each Filing Person has granted to
the Company a security interest in the Purchased Shares and pledged the
Purchased Shares to the Company.
Interest on the Note is payable annually, in arrears, and must be paid
in cash, except that so long as the Filing Person remains an employee of the
Company or any subsidiary thereof or performs consulting activities for any
thereof, the Filing Person may pay the interest on the Note by applying a
portion of the Purchased Shares to such payment or by delivering a secured
promissory, substantially on the same terms as the Note, in the principal amount
of the interest payment.
If a Filing Person ceases to be an employee of the Company or any
subsidiary thereof or ceases to be engaged in consulting activities for any
thereof, all amounts owing under such Filing Person's Note will become
immediately due and payable.
Concurrently with the execution of their respective Purchase Agreements
and Notes, each Filing Person entered into a Voting Agreement pursuant to which
each Filing Person agreed to vote all of their Purchased Shares and Restricted
Shares in accordance with the determination of the holders of a majority of all
of the Purchased Shares and Restricted Shares held by the Filing Persons. To
effect the foregoing, each of the Filing Persons delivered to Ira B. Lampert an
irrevocable proxy and agreed that prior to any transfer of Purchased Shares and
Restricted Shares, such Filing Person will cause the transferee (A) to agree in
writing with Lampert to be bound by the provisions of the Voting Agreement and
(B) to execute and deliver to Lampert an irrevocable proxy. Concurrently with
the Amendments, the Voting Agreement and the irrevocable proxies were amended
and restated to include the Option Shares and to delete the Restricted Shares.
<TABLE>
<CAPTION>
Item 7. Materials to be Filed as Exhibits
<S> <C>
A. Amended and Restated Management Equity Provisions of the Company's Stock Incentive Plan.
B. Purchase Agreements, dated as May 7, 1996, between the Company and each of Brian King and
Lawrence Pesin.
C. Amendment No. 1 to Purchase Agreements, dated February 28, 1997, among the Company and
each of Ira B. Lampert, Eli Shoer, Gary M. Simon, Steve Jackel, Brian King, Lawrence Pesin and
Arthur Zawodny.
D. Voting Agreement, dated as of November 7, 1995, among Ira B. Lampert, George Erfurt, Eli
Shoer, Gary M. Simon, Steve Jackel and Arthur Zawodny.
E. Voting Agreement dated May 7, 1996 by Brian King and Lawrence Pesin.
F. Amended and Restated Voting Agreement, dated February 28, 1997, among Ira B. Lampert, Eli
Shoer, Gary M. Simon, Steve Jackel, Brian King, Lawrence Pesin and Arthur Zawodny.
G. Notes, dated as of May 7, 1996, from each of Brian King and Lawrence Pesin to the Company.
Page 15 of __
<PAGE>
<S> <C>
H. Agreement, dated as of May 7, 1996, by and between the Company and Ira B. Lampert.
I. Amended and Restated Secured Promissory Notes, dated as of November 7, 1995, from each of
Ira B. Lampert, Eli Shoer, Gary M. Simon, Steve Jackel and Arthur Zawodny to the Company.
J. Amended and Restated Secured Promissory Notes, dated as of May 7, 1996, from each of Brian
King and Lawrence Pesin to the Company.
</TABLE>
Page 16 of __
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 28, 1997
/s/ Steve Jackel
Name: Steve Jackel
Page 17 of __
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 28, 1997
/s/ Brian King
Name: Brian King
Page 18 of __
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 28, 1997
/s/ Ira B. Lampert
Name: Ira B. Lampert
Page 19 of __
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 28, 1997
/s/ Lawrence Pesin
Name: Lawrence Pesin
Page 20 of __
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 28, 1997
/s/ Eli Shoer
Name: Eli Shoer
Page 21 of __
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 28, 1997
/s/ Gary M. Simon
Name: Gary M. Simon
Page 22 of __
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 28, 1997
/s/ Arthur Zawodny
Name: Arthur Zawodny
Page 23 of __
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit Sequentially
Numbered
Page
<S> <C> <C>
A. Amended and Restated Management Purchase Provisions of the Company's Stock
Incentive Plan.
B. Purchase Agreements, dated as May 7, 1996, between the Company and each of
Brian King and Lawrence Pesin.
C. Amendment No. 1 to Purchase Agreements, dated February 28, 1997, among the
Company and each of Ira B. Lampert, Eli Shoer, Gary M. Simon, Steve Jackel,
Bring King, Lawrence Pesin and Arthur Zawodny.
D. Voting Agreement, dated as of November 7, 1995, among Ira B. Lampert,
George Erfurt, Eli Shoer, Gary M. Simon, Steve Jackel and Arthur Zawodny.
E. Voting Agreement dated May 7, 1996 by Brian King and Lawrence Pesin.
F. Amended and Restated Voting Agreement, dated February 28, 1997, among Ira
B. Lampert, Eli Shoer, Gary M. Simon, Steve Jackel, Brian King, Lawrence
Pesin and Arthur Zawodny.
G. Notes, dated as of May 7, 1996, from each of Brian King and Lawrence Pesin
to the Company.
H. Amendment, dated as of May 7, 1996, between the Company and Ira B. Lampert.
I. Amended and Restated Secured Promissory Notes, dated as of November 7, 1995
from each of Ira B. Lampert, Eli Shoer, Gary M. Simon, Steve Jackel and
Arthur Zawodny to the Company.
J. Amended and Restated Secured Promissory Notes, dated as of May 7, 1996,
from each of Brian King and Lawrence Pesin to the Company.
Page 24 of __
</TABLE>
CONCORD CAMERA CORP.
MANAGEMENT EQUITY PROVISIONS
AS OF DECEMBER 22, 1996
To increase the financial commitment of senior management to
the Company's success and to provide to senior management a meaningful
participation in significant increases in shareholder value, the following
grants, as amended on December 22, 1996, have been made under the Company's
incentive plan:
A. Stock Purchase Provisions.
1. 444,000 shares of common stock (collectively, the
"Purchased Shares") were purchased by the senior management team
identified on the exhibit hereto (collectively, the "Purchasers") in
such proportions as they agreed on or before August 31, 1995. The
purchase price for each Purchased Share was $5.375 (the closing price
of the Company's common stock on the NASDAQ National Market on August
23, 1995).
2. The purchase price for the Purchased Shares is
evidenced by a full recourse secured promissory note of each Purchaser
having a final maturity date five years from the date of purchase
(collectively, the "Notes"). Each Note bears interest, payable annually
in arrears, at a rate per year equal to 6%, and is secured by a pledge
of the Purchaser's Purchased Shares. Interest is payable in cash,
except that so long as a Purchaser continues to be a member of the
management of the Company, the Purchaser may apply Purchased Shares
(valued at their then fair market value (as defined below)) against
interest due or deliver a secured promissory note, substantially in the
form of the Notes, in the principal amount of the interest then due or
any combination of cash, stock or notes. The proceeds from any sale by
a Purchaser of Purchased Shares will be required to be applied against
the principal (and accrued interest) on such Purchaser's Note until
such Note has been paid in full. A Purchaser's Note will become
immediately due and payable in full in the event that such Purchaser
ceases to be a member of the management group, unless otherwise agreed
to by the Company.
3. To the extent available, the Company will acquire
additional life and disability insurance covering each Purchaser in an
amount equal to his obligations under his Note.
4. So long as a Purchaser remains a member of the
management group, the Purchaser (including members of his immediate
family and trusts for the benefit of any thereof if transfers permitted
by paragraph 4 of B below have occurred) will be required to
F:\GROUP\EDGAR\13D97\EXHIBITA.13D
AMDED & RESTED MGMNT PRCH PROV
1
<PAGE>
own shares of the Company's common stock (which may include Purchased
Shares, Option Shares issued pursuant to B below, as well as other
shares) in an amount not less than 50% of the sum of such Purchaser's
Purchased Shares and any Option Shares issued to Purchaser.
B. Options
1. 444,000 shares of common stock (collectively, the
"Option Shares") were made available for purchase by the Purchasers
upon the exercise of options. Each Purchaser was granted options to
purchase the number of shares of Common Stock equal to the number of
Purchased Shares purchased by such Purchaser pursuant to A above. The
exercise price of such options is $1.8125. The grant of such options
was effective as of December 22, 1996.
2. The options vest as to 20% of the Option Shares as
of December 22, 1996 and the balance vest beginning December 31, 1996
in equal monthly installments over a four year period. Upon any
termination of a Purchaser's employment or consultancy period, the
unvested portion of his option would be cancelled and the Purchaser
would have until the earlier of four years from the date of termination
or until the stated expiration date of the option to exercise the
vested portion thereof, unless the Purchaser was terminated for cause
or voluntarily terminated without the consent of the Company, in either
of which cases the option will immediately terminate as to all Option
Shares.
3. If the average fair mark value of the Common Stock
shall be equal to or greater than $5.00 for 90 consecutive trading
days, the option shall immediately become exercisable as to all the
Option Shares. For purposes hereof, the fair market value of a share of
Common Stock on any date means the closing price for the Common Stock
on such date. The closing price for the Common Stock on any date shall
be the closing price thereof officially reported on that date (or if
there were no sales on that date, on the next preceding date on which
such closing price was recorded) by the principal national securities
exchange on which the Common Stock is listed or admitted to trading, or
if the Common Stock is not listed or admitted to trading on any such
national securities exchange, the closing price as furnished by the
National Association of Securities Dealers through NASDAQ or a similar
organization if NASDAQ is no longer reporting such information, or, if
the Common Stock is not reported on NASDAQ, as determined in good faith
by resolution of the Board of Directors of the Company (whose
determination shall be conclusive), based on the best information
available to it.
4. Unless otherwise agreed to by the Company, the
options shall not be transferable during the life of the Purchaser,
except to members of his immediate family or trusts for the benefit of
any thereof. Any such transfer shall be subject to the terms hereof.
F:\GROUP\EDGAR\13D97\EXHIBITA.13D
AMDED & RESTED MGMNT PRCH PROV
2
<PAGE>
5. Each holder of an option pursuant hereto shall be
required to apply the net proceeds (i.e. net sales price minus exercise
price and applicable federal, state and local taxes) from the exercise
of any option and the subsequent sale of any Option Shares to prepay
his Note described in paragraph 2 of A above. The Company shall apply
such prepayment first to interest and then to principal.
Notwithstanding the preceding two sentences, the Company shall have the
right, in connection with any option exercise, to purchase the portion
of the option being exercised at a price equal to the net proceeds of
the underlying Option Shares and to pay the purchase price in cash to
the extent of any applicable federal, state and local taxes payable by
the Purchaser by reason of the exercise of the option and the balance
by cancelling interest and then principal on the Purchaser's Note in an
amount equal to the net proceeds and paying any remainder to the
Purchaser.
6. From time to time the chief executive officer may
designate additional members of the Company's management team as
"eligible Purchasers", to purchase the positions of exiting members of
the management team or a portion of the position of consenting members
of the management team.
F:\GROUP\EDGAR\13D97\EXHIBITA.13D
AMDED & RESTED MGMNT PRCH PROV
3
<PAGE>
Exhibit
Senior Management Team:
Ira B. Lampert
Steve Jackel
Eli Shoer
Brian King
Lawrence Pesin
Arthur Zawodny
Gary Simon
Barry Shereck
Additional Eligible Purchasers
Keith Lampert
Harlan Press
F:\GROUP\EDGAR\13D97\EXHIBITA.13D
AMDED & RESTED MGMNT PRCH PROV
4
AGREEMENT
AGREEMENT dated as of May 7, 1996 between CONCORD CAMERA
CORP., a New Jersey corporation (the "Company"), and the other party signatory
hereto ("Purchaser").
The parties hereto hereby agree as follows:
1. (a) Purchaser hereby purchases from the Company, and the
Company hereby sells and assigns to Purchaser, the number (the "Designated
Number") of authorized but unissued shares (the "Shares") of the Company's
Common Stock, no par value ("Common Stock") specified on the signature page
hereto, for the purchase price of $5-3/8 per share (the closing price per share
of Common Stock on the NASDAQ National Market System on August 23, 1995), all
pursuant to an award made pursuant to the Company's Incentive Plan. Concurrently
with the execution hereof, (i) Purchaser has paid the aggregate purchase price
for the Shares by delivering to the Company a Secured Promissory Note dated the
date hereof (the "Note") payable to the Company in the principal amount of such
aggregate purchase price, (ii) the Company has issued to Purchaser a certificate
representing the Shares duly registered in Purchaser's name, and (iii) to secure
Purchaser's obligations under the Note, Purchaser has pledged to the Company the
Shares (and, to perfect such pledge, the certificate representing the Shares,
accompanied by a duly executed stock power therefor endorsed in blank, have been
delivered to the Company).
(b) During the one-year period commencing as of the date
hereof provided that Purchaser is then in the employ of the Company or any
subsidiary thereof or performing consulting activities for the Company or any
subsidiary thereof, Purchaser shall not sell, assign, transfer, pledge or
otherwise encumber or dispose of any of the Shares, except for (i) the pledge of
the Shares referred to in Section 1(a), (ii) the application of the Shares to
pay interest on the Note in accordance with the terms thereof and (iii)
transfers of Shares to members of Purchaser's immediate family or trusts for the
benefit of any members of Purchaser's immediate family. The net proceeds from
any sale or other transfer (including the proceeds of any loan obtained by
Purchaser for which a pledge of Shares constitutes security) of Shares (less
such reasonable amount as Purchaser shall retain to pay all federal, state and
local taxes required to be paid in respect of such sale) shall be paid to the
Company and applied against the unpaid balance of the Note.
(c) Purchaser represents and warrants to the Company (i) that
Purchaser is fully familiar with the financial condition, earnings, prospects
and affairs of the Company and has made such investigation into the financial
condition, earnings, prospects and affairs of the Company (and has been offered
the opportunity to ask questions of officers of the Company responsible
therefor) as he deems appropriate to make an informed decision as to whether to
purchase the Shares and is not relying on any representation or warranty by the
Company or
F:\GROUP\EDGAR\13D97\EXHIBITB.13D
AGREEMENTS FOR MAY 7, 1996
1
<PAGE>
any other person in entering into this Agreement except as otherwise expressly
provided herein; and (ii) that, without limiting any other restriction contained
in this Agreement, the Shares may not be resold or otherwise transferred by
Purchaser unless the Shares are registered for sale by Purchaser under the
Securities Act of 1933, as amended (the "Securities Act"), and any applicable
state securities laws, or in the opinion of counsel for the Company an exemption
from such registration and any applicable state securities laws is available.
Purchaser acknowledges receipt of a copy of the Information Statement dated
February 14, 1994 and related prospectus covering the Company's Incentive Plan.
2. (a) Subject to the terms and conditions set forth herein,
the Company shall issue to Purchaser, pursuant to the Company's Incentive Plan,
on the date or dates specified below, up to the percentage of the Designated
Number of authorized but unissued shares of Common Stock indicated below (100%
of the Designated Number of such shares being referred to herein as the
"Restricted Shares"):
(i) 33-1/3% of the Restricted Shares on the first date, if
any, from the date of this Agreement to and including August 31, 1997,
on which Fair Market Value (as hereinafter defined) is at least $10.00,
(ii) 66-2/3% of the Restricted Shares (less the percentage, if
any, of the Restricted Shares previously issued) on the first date, if
any, from the date of this Agreement to and including February 28,
1999, on which Fair Market Value is at least $15.00, and
(iii) 100% of the Restricted Shares (less the percentage, if
any, of Restricted Shares previously issued) on the first date, if any,
from the date of this Agreement to and including August 31, 2000, on
which Fair Market Value is at least $20.00.
The foregoing is illustrated by the following table:
Percentage of Fair Latest
Restricted Stock Market Value Attainment Date
33-1/3% $10.00 August 31, 1997
66-2/3% $15.00 February 28, 1999
100% $20.00 August 31, 2000
The percentages set forth above are intended to be cumulative.
For example, if Fair Market Value of $10.00 is not attained by August 31, 1997,
the 33-1/3% increment of Restricted Shares would not be issued, but if Fair
Market Value of $15.00 is attained by February 28, 1999, the full 66-2/3%
increment of Restricted Shares would be issued. In addition, the references to
$10.00, $15.00 and $20.00 above shall be appropriately adjusted to
F:\GROUP\EDGAR\13D97\EXHIBITB.13D
AGREEMENTS FOR MAY 7, 1996
2
<PAGE>
give effect to any stock split, combination or similar recapitalization effected
by the Company after the date hereof.
For the purposes hereof, "Fair Market Value" on any date means
the average of the closing prices for the Common Stock of the Company ("Common
Stock") for the 20 consecutive trading days immediately preceding such date. The
closing price for the Common Stock on any date shall be the closing price
thereof officially reported on that date (or if there were no sales on that
date, on the next preceding date on which such closing price was recorded) by
the principal national securities exchange on which such Common Stock is listed
or admitted to trading, or if such Common Stock is not listed or admitted to
trading on any such national securities exchange, the closing price as furnished
by the National Association of Securities Dealers through NASDAQ or a similar
organization if NASDAQ is no longer reporting such information, or, if the
Common Stock is not reported on NASDAQ, as determined in good faith by
resolution of the Board of Directors of the Company (whose determination shall
be conclusive), based on the best information available to it.
(b) The certificate or certificates for all Restricted Shares
issued to Purchaser shall be held in custody by the Company subject to the terms
and provisions hereof and, as a condition to the issuance thereof, Purchaser
shall deliver to the Company a duly executed stock power endorsed in blank
relating to such Restricted Shares.
(c) Following the issuance to Purchaser of Restricted Shares
on any date, 1/36th of such shares shall vest (i.e., become nonforfeitable),
subject to the further provisions of this Section 2(c), in cumulative monthly
increments over the ensuing three-year period. By way of illustration, if the
Company issues one-third of the Restricted Shares on July 15, 1996, 1/36th of
the Restricted Shares so issued would vest on August 15, 1996 and an additional
1/36th of the Restricted Shares so issued would vest in cumulative monthly
increments on the 15th day of each month thereafter through July 15, 1999.
Restricted Shares that have vested in accordance herewith are referred to herein
as "Vested Shares" and Restricted Shares that have been issued but have not yet
vested in accordance herewith are referred to herein as "Unvested Shares." Upon
the occurrence of a Change in Control as defined in the next sentence of this
Section 2(c), all Unvested Shares shall thereupon become Vested Shares. A
"Change in Control" shall mean the occurrence of any one of the following
events:
(i) any "person," as such term is used in Sections
3(a)(9) and 13(d) of the Securities Exchange Act of 1934, other than members of
management of the Company, becomes a "beneficial owner," as such term is used in
Rule 13d-3 promulgated under that act, of 25% or more of the Voting Stock of the
Company;
(ii) the majority of the Board of Directors of the
Company (the "Board") consists of individuals other than Incumbent Directors,
which term means the
F:\GROUP\EDGAR\13D97\EXHIBITB.13D
AGREEMENTS FOR MAY 7, 1996
3
<PAGE>
members of the Board on the date of this Agreement; provided that any person
becoming a director subsequent to such date whose election or nomination for
election was supported by two-thirds of the directors who then comprised the
Incumbent Directors shall be considered to be an Incumbent Director;
(iii) the Company adopts any plan of liquidation
providing for the distribution of all or substantially all of its assets;
(iv) all or substantially all of the assets or
business of the Company is disposed of pursuant to a merger, consolidation or
other transaction (unless the shareholders of the Company immediately prior to
such merger, consolidation or other transaction beneficially own, directly or
indirectly, in substantially the same proportion as they owned the voting stock
of the Company, at least 75% of the voting stock or other ownership interests
of the entity or entities, if any, that succeed to the business of the Company);
or
(v) the Company combines with another company
and is the surviving corporation but, immediately after the combination, the
shareholders of the Company immediately prior to the combination hold,
directly or indirectly, 50% or less of the voting stock of the combined company
(there being excluded from the number of shares held by such shareholders, but
not from the voting stock of the combined company, any shares received by
affiliates of such other company in exchange for stock of such other company).
(d) Purchaser shall not be permitted to sell, transfer,
pledge, assign or otherwise, directly or indirectly, dispose of or encumber any
Restricted Shares that have not become Vested Shares in accordance herewith, and
any purported such sale, transfer, pledge, assignment or encumbrance shall be
invalid. Notwithstanding the foregoing, Restricted Shares may be transferred to
members of Purchaser's immediate family or trusts for the benefit of any members
of Purchaser's immediate family, provided that such Restricted Shares shall
remain subject to the terms of this Agreement (including without limitation
Section 2(e) and 3) and the Voting Agreement (as hereinafter defined) and as a
condition to such transfer the transferee shall execute and deliver to the
Company an agreement as to the foregoing in form and substance satisfactory to
the Company. Subject to Section 3, Vested Shares may be sold, transferred,
pledged, assigned or otherwise, directly or indirectly, disposed of or
encumbered, provided that (i) such shares are registered under the Securities
Act, or (ii) in the opinion of counsel for the Company, an exemption from the
registration requirements of the Securities Act is available.
(e) Upon termination of Purchaser's employment with the
Company or any subsidiary thereof or consulting activities for the Company, or
any subsidiary thereof for any reason whatsoever (other than death, disability,
retirement at normal retirement age or by written mutual agreement with the
Company), any Unvested Shares shall be forfeited to the Company and Purchaser
shall not be issued any further Restricted Shares pursuant to this
F:\GROUP\EDGAR\13D97\EXHIBITB.13D
AGREEMENTS FOR MAY 7, 1996
4
<PAGE>
Section 2. Upon termination of Purchaser's employment or consulting activities
by reason of death, disability, retirement at normal retirement age or by
written mutual agreement with the Company, all theretofore Unvested Shares shall
immediately thereupon become Vested Shares. As used herein, the term
"disability" has the meaning provided therefor in any employment agreement
between Purchaser and the Company and, in the absence of any such employment
agreement, such term shall mean any physical or mental incapacity or infirmity
pursuant to which Purchaser is unable to perform his substantial duties for a
continuous period of at least 90 days or periods aggregating at least 120 days
during any period of 12 consecutive months.
(f) At such time as shares of Restricted Stock become Vested
Shares, the Company shall promptly deliver to Purchaser a certificate
representing such Vested Shares (and the remaining Unvested Shares shall
continue to be held in custody by the Company pursuant hereto). Upon the
forfeiture of any Unvested Shares pursuant hereto, the certificate representing
such shares shall be cancelled.
(g) Purchaser shall have with respect to the Vested Shares
and, except as provided in Section 2(e), Unvested Shares all of the rights of a
stockholder of the Company, including the right to vote such shares (subject to
the Voting Agreement) and receive dividends and other distributions thereon.
(h) Until Restricted Shares become Vested Shares, all
certificates representing such shares shall be stamped or otherwise imprinted
with a legend in substantially the following form:
"The transferability of this certificate and the shares of
stock represented hereby are subject to the terms and
conditions (including forfeiture) of Concord Camera Corp.'s
Incentive Plan and an Agreement entered into between the
registered owner and Concord Camera Corp. Copies of such Plan
and Agreement are available for inspection at the principal
office of Concord Camera Corp."
3. Notwithstanding anything to the contrary contained herein
or in the Note, so long as Purchaser remains an employee or performs consulting
activities for the Company or any subsidiary thereof, Purchaser (including,
for this purpose, members of Purchaser's immediate family and trusts for the
benefit of any members of Purchaser's immediate family) shall continue to own
beneficially and of record shares of Common Stock (which may include Shares and
Restricted Shares as well as other shares) in an amount not less than 50% of
the sum of (i) the Designated Number of Shares purchased by Purchaser pursuant
to Section 1(a), plus (ii) the total number of Restricted Shares issued to
Purchaser pursuant to Section 2.
4. Concurrently with the execution hereof, Purchaser and
certain other individuals who have been and/or will be granted awards of Common
Stock pursuant to the
F:\GROUP\EDGAR\13D97\EXHIBITB.13D
AGREEMENTS FOR MAY 7, 1996
5
<PAGE>
Company's Incentive Plan, have entered into a Voting Agreement dated as of the
date hereof (the "Voting Agreement") with respect to the Common Stock awarded or
to be awarded to them.
5. (a) The invalidity, illegality or unenforceability of any
provision of this Agreement shall not affect any other provision hereof.
(b) Subject to the provisions hereof imposing limitations and
conditions upon the sale or other disposition of the Shares or Restricted
Shares, all of the provisions hereof shall inure to the benefit of and be
binding upon the successors and assigns of the parties hereto.
(c) This Agreement, together with the Note and the Company's
Incentive Plan, constitutes a complete statement of all of the arrangements
between the parties with respect to the matters addressed herein and therein and
supersede all prior agreements and understandings between them with respect to
those matters. This Agreement cannot be changed or terminated except by an
instrument in writing signed by the parties hereto.
(d) This Agreement shall be construed and governed in
accordance with the laws of the State of New Jersey (without regard to the
conflicts of law principles thereof), any dispute arising in connection herewith
shall be subject to the jurisdictions of the courts of such State or any federal
court located in such State and the parties hereto consent to the jurisdiction
of such courts.
(e) Nothing contained in this Agreement shall confer or be
deemed to confer upon Purchaser any right to continue to remain in the employ of
the Company or any subsidiary thereof or perform consulting activities for any
thereof and each Purchaser acknowledges that no representation or warranty has
been expressed or implied by the Company as to the future market value of the
Shares.
(f) If Purchaser elects to include in his or her gross income
for federal income tax purposes the value of the Restricted Shares on the date
of issuance thereof in accordance with Section 83(b) of the Internal Revenue
Code of 1986, as amended (the "Code"), Purchaser shall promptly notify the
Company of such election and the Company shall, to the
F:\GROUP\EDGAR\13D97\EXHIBITB.13D
AGREEMENTS FOR MAY 7, 1996
6
<PAGE>
extent permitted by law, have the right to deduct from any payment of any kind
otherwise due to the Purchaser any federal, state or local taxes of any kind
required by law to be withheld with respect to such payment.
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto as of the date first above written.
CONCORD CAMERA CORP. /S/ Lawrence Pesin
Purchaser: Lawrence Pesin
By: /s/ Ira B. Lampert Purchaser's Address:
Name: Ira B. Lampert
Title: Chairman & CEO 700 Astri Terrace
Valley Cottage, New York 10989
DESIGNATED NUMBER OF SHARES ISSUED TO PURCHASER PURSUANT
TO SECTION 1:
27,500
F:\GROUP\EDGAR\13D97\EXHIBITB.13D
AGREEMENTS FOR MAY 7, 1996
7
<PAGE>
AGREEMENT
AGREEMENT dated as of May 7, 1996 between CONCORD CAMERA
CORP., a New Jersey corporation (the "Company"), and the other party signatory
hereto ("Purchaser").
The parties hereto hereby agree as follows:
1. (a) Purchaser hereby purchases from the Company, and the
Company hereby sells and assigns to Purchaser, the number (the "Designated
Number") of authorized but unissued shares (the "Shares") of the Company's
Common Stock, no par value ("Common Stock") specified on the signature page
hereto, for the purchase price of $5-3/8 per share (the closing price per share
of Common Stock on the NASDAQ National Market System on August 23, 1995), all
pursuant to an award made pursuant to the Company's Incentive Plan. Concurrently
with the execution hereof, (i) Purchaser has paid the aggregate purchase price
for the Shares by delivering to the Company a Secured Promissory Note dated the
date hereof (the "Note") payable to the Company in the principal amount of such
aggregate purchase price, (ii) the Company has issued to Purchaser a certificate
representing the Shares duly registered in Purchaser's name, and (iii) to secure
Purchaser's obligations under the Note, Purchaser has pledged to the Company the
Shares (and, to perfect such pledge, the certificate representing the Shares,
accompanied by a duly executed stock power therefor endorsed in blank, have been
delivered to the Company).
(b) During the one-year period commencing as of the date
hereof provided that Purchaser is then in the employ of the Company or any
subsidiary thereof or performing consulting activities for the Company or any
subsidiary thereof, Purchaser shall not sell, assign, transfer, pledge or
otherwise encumber or dispose of any of the Shares, except for (i) the pledge of
the Shares referred to in Section 1(a), (ii) the application of the Shares to
pay interest on the Note in accordance with the terms thereof and (iii)
transfers of Shares to members of Purchaser's immediate family or trusts for the
benefit of any members of Purchaser's immediate family. The net proceeds from
any sale or other transfer (including the proceeds of any loan obtained by
Purchaser for which a pledge of Shares constitutes security) of Shares (less
such reasonable amount as Purchaser shall retain to pay all federal, state and
local taxes required to be paid in respect of such sale) shall be paid to the
Company and applied against the unpaid balance of the Note.
(c) Purchaser represents and warrants to the Company (i) that
Purchaser is fully familiar with the financial condition, earnings, prospects
and affairs of the Company and has made such investigation into the financial
condition, earnings, prospects and affairs of the Company (and has been offered
the opportunity to ask questions of officers of the Company responsible
therefor) as he deems appropriate to make an informed decision as to whether to
purchase the Shares and is not relying on any representation or warranty by the
Company or
F:\GROUP\EDGAR\13D97\EXHIBITB.13D
AGREEMENTS FOR MAY 7, 1996
1
<PAGE>
any other person in entering into this Agreement except as otherwise expressly
provided herein; and (ii) that, without limiting any other restriction contained
in this Agreement, the Shares may not be resold or otherwise transferred by
Purchaser unless the Shares are registered for sale by Purchaser under the
Securities Act of 1933, as amended (the "Securities Act"), and any applicable
state securities laws, or in the opinion of counsel for the Company an exemption
from such registration and any applicable state securities laws is available.
Purchaser acknowledges receipt of a copy of the Information Statement dated
February 14, 1994 and related prospectus covering the Company's Incentive Plan.
2. (a) Subject to the terms and conditions set forth herein,
the Company shall issue to Purchaser, pursuant to the Company's Incentive Plan,
on the date or dates specified below, up to the percentage of the Designated
Number of authorized but unissued shares of Common Stock indicated below (100%
of the Designated Number of such shares being referred to herein as the
"Restricted Shares"):
(i) 33-1/3% of the Restricted Shares on the first date, if
any, from the date of this Agreement to and including August 31, 1997,
on which Fair Market Value (as hereinafter defined) is at least $10.00,
(ii) 66-2/3% of the Restricted Shares (less the percentage, if
any, of the Restricted Shares previously issued) on the first date, if
any, from the date of this Agreement to and including February 28,
1999, on which Fair Market Value is at least $15.00, and
(iii) 100% of the Restricted Shares (less the percentage, if
any, of Restricted Shares previously issued) on the first date, if any,
from the date of this Agreement to and including August 31, 2000, on
which Fair Market Value is at least $20.00.
The foregoing is illustrated by the following table:
Percentage of Fair Latest
Restricted Stock Market Value Attainment Date
33-1/3% $10.00 August 31, 1997
66-2/3% $15.00 February 28, 1999
100% $20.00 August 31, 2000
The percentages set forth above are intended to be cumulative.
For example, if Fair Market Value of $10.00 is not attained by August 31, 1997,
the 33-1/3% increment of Restricted Shares would not be issued, but if Fair
Market Value of $15.00 is attained by February 28, 1999, the full 66-2/3%
increment of Restricted Shares would be issued. In addition, the references to
$10.00, $15.00 and $20.00 above shall be appropriately adjusted to
F:\GROUP\EDGAR\13D97\EXHIBITB.13D
AGREEMENTS FOR MAY 7, 1996
2
<PAGE>
give effect to any stock split, combination or similar recapitalization effected
by the Company after the date hereof.
For the purposes hereof, "Fair Market Value" on any date means
the average of the closing prices for the Common Stock of the Company ("Common
Stock") for the 20 consecutive trading days immediately preceding such date. The
closing price for the Common Stock on any date shall be the closing price
thereof officially reported on that date (or if there were no sales on that
date, on the next preceding date on which such closing price was recorded) by
the principal national securities exchange on which such Common Stock is listed
or admitted to trading, or if such Common Stock is not listed or admitted to
trading on any such national securities exchange, the closing price as furnished
by the National Association of Securities Dealers through NASDAQ or a similar
organization if NASDAQ is no longer reporting such information, or, if the
Common Stock is not reported on NASDAQ, as determined in good faith by
resolution of the Board of Directors of the Company (whose determination shall
be conclusive), based on the best information available to it.
(b) The certificate or certificates for all Restricted Shares
issued to Purchaser shall be held in custody by the Company subject to the terms
and provisions hereof and, as a condition to the issuance thereof, Purchaser
shall deliver to the Company a duly executed stock power endorsed in blank
relating to such Restricted Shares.
(c) Following the issuance to Purchaser of Restricted Shares
on any date, 1/36th of such shares shall vest (i.e., become nonforfeitable),
subject to the further provisions of this Section 2(c), in cumulative monthly
increments over the ensuing three-year period. By way of illustration, if the
Company issues one-third of the Restricted Shares on July 15, 1996, 1/36th of
the Restricted Shares so issued would vest on August 15, 1996 and an additional
1/36th of the Restricted Shares so issued would vest in cumulative monthly
increments on the 15th day of each month thereafter through July 15, 1999.
Restricted Shares that have vested in accordance herewith are referred to herein
as "Vested Shares" and Restricted Shares that have been issued but have not yet
vested in accordance herewith are referred to herein as "Unvested Shares." Upon
the occurrence of a Change in Control as defined in the next sentence of this
Section 2(c), all Unvested Shares shall thereupon become Vested Shares. A
"Change in Control" shall mean the occurrence of any one of the following
events:
(i) any "person," as such term is used in Sections
3(a)(9) and 13(d) of the Securities Exchange Act of 1934, other than members of
management of the Company, becomes a "beneficial owner," as such term is used
in Rule 13d-3 promulgated under that act, of 25% or more of the Voting Stock of
the Company;
(ii) the majority of the Board of Directors of the
Company (the "Board") consists of individuals other than Incumbent Directors,
which term means the
F:\GROUP\EDGAR\13D97\EXHIBITB.13D
AGREEMENTS FOR MAY 7, 1996
3
<PAGE>
members of the Board on the date of this Agreement; provided that any person
becoming a director subsequent to such date whose election or nomination for
election was supported by two-thirds of the directors who then comprised the
Incumbent Directors shall be considered to be an Incumbent Director;
(iii) the Company adopts any plan of liquidation
providing for the distribution of all or substantially all of its assets;
(iv) all or substantially all of the assets or
business of the Company is disposed of pursuant to a merger, consolidation or
other transaction (unless the shareholders of the Company immediately prior to
such merger, consolidation or other transaction beneficially own, directly or
indirectly, in substantially the same proportion as they owned the voting stock
of the Company, at least 75% of the voting stock or other ownership interests
of the entity or entities, if any, that succeed to the business of the Company);
or
(v) the Company combines with another company and
is the surviving corporation but, immediately after the combination, the
shareholders of the Company immediately prior to the combination hold,
directly or indirectly, 50% or less of the voting stock of the combined company
(there being excluded from the number of shares held by such shareholders, but
not from the voting stock of the combined company, any shares received by
affiliates of such other company in exchange for stock of such other company).
(d) Purchaser shall not be permitted to sell, transfer,
pledge, assign or otherwise, directly or indirectly, dispose of or encumber any
Restricted Shares that have not become Vested Shares in accordance herewith, and
any purported such sale, transfer, pledge, assignment or encumbrance shall be
invalid. Notwithstanding the foregoing, Restricted Shares may be transferred to
members of Purchaser's immediate family or trusts for the benefit of any members
of Purchaser's immediate family, provided that such Restricted Shares shall
remain subject to the terms of this Agreement (including without limitation
Section 2(e) and 3) and the Voting Agreement (as hereinafter defined) and as a
condition to such transfer the transferee shall execute and deliver to the
Company an agreement as to the foregoing in form and substance satisfactory to
the Company. Subject to Section 3, Vested Shares may be sold, transferred,
pledged, assigned or otherwise, directly or indirectly, disposed of or
encumbered, provided that (i) such shares are registered under the Securities
Act, or (ii) in the opinion of counsel for the Company, an exemption from the
registration requirements of the Securities Act is available.
(e) Upon termination of Purchaser's employment with the
Company or any subsidiary thereof or consulting activities for the Company, or
any subsidiary thereof for any reason whatsoever (other than death, disability,
retirement at normal retirement age or by written mutual agreement with the
Company), any Unvested Shares shall be forfeited to the Company and Purchaser
shall not be issued any further Restricted Shares pursuant to this
F:\GROUP\EDGAR\13D97\EXHIBITB.13D
AGREEMENTS FOR MAY 7, 1996
4
<PAGE>
Section 2. Upon termination of Purchaser's employment or consulting activities
by reason of death, disability, retirement at normal retirement age or by
written mutual agreement with the Company, all theretofore Unvested Shares shall
immediately thereupon become Vested Shares. As used herein, the term
"disability" has the meaning provided therefor in any employment agreement
between Purchaser and the Company and, in the absence of any such employment
agreement, such term shall mean any physical or mental incapacity or infirmity
pursuant to which Purchaser is unable to perform his substantial duties for a
continuous period of at least 90 days or periods aggregating at least 120 days
during any period of 12 consecutive months.
(f) At such time as shares of Restricted Stock become Vested
Shares, the Company shall promptly deliver to Purchaser a certificate
representing such Vested Shares (and the remaining Unvested Shares shall
continue to be held in custody by the Company pursuant hereto). Upon the
forfeiture of any Unvested Shares pursuant hereto, the certificate representing
such shares shall be cancelled.
(g) Purchaser shall have with respect to the Vested Shares
and, except as provided in Section 2(e), Unvested Shares all of the rights of a
stockholder of the Company, including the right to vote such shares (subject to
the Voting Agreement) and receive dividends and other distributions thereon.
(h) Until Restricted Shares become Vested Shares, all
certificates representing such shares shall be stamped or otherwise imprinted
with a legend in substantially the following form:
"The transferability of this certificate and the shares of
stock represented hereby are subject to the terms and
conditions (including forfeiture) of Concord Camera Corp.'s
Incentive Plan and an Agreement entered into between the
registered owner and Concord Camera Corp. Copies of such Plan
and Agreement are available for inspection at the principal
office of Concord Camera Corp."
3. Notwithstanding anything to the contrary contained herein
or in the Note, so long as Purchaser remains an employee or performs consulting
activities for the Company or any subsidiary thereof, Purchaser (including,
for this purpose, members of Purchaser's immediate family and trusts for
the benefit of any members of Purchaser's immediate family) shall continue to
own beneficially and of record shares of Common Stock (which may include Shares
and Restricted Shares as well as other shares) in an amount not less than 50%
of the sum of (i) the Designated Number of Shares purchased by Purchaser
pursuant to Section 1(a), plus (ii) the total number of Restricted Shares issued
to Purchaser pursuant to Section 2.
4. Concurrently with the execution hereof, Purchaser and
certain other individuals who have been and/or will be granted awards of Common
Stock pursuant to the
F:\GROUP\EDGAR\13D97\EXHIBITB.13D
AGREEMENTS FOR MAY 7, 1996
5
<PAGE>
Company's Incentive Plan, have entered into a Voting Agreement dated as of the
date hereof (the "Voting Agreement") with respect to the Common Stock awarded or
to be awarded to them.
5. (a) The invalidity, illegality or unenforceability of any
provision of this Agreement shall not affect any other provision hereof.
(b) Subject to the provisions hereof imposing limitations and
conditions upon the sale or other disposition of the Shares or Restricted
Shares, all of the provisions hereof shall inure to the benefit of and be
binding upon the successors and assigns of the parties hereto.
(c) This Agreement, together with the Note and the Company's
Incentive Plan, constitutes a complete statement of all of the arrangements
between the parties with respect to the matters addressed herein and therein and
supersede all prior agreements and understandings between them with respect to
those matters. This Agreement cannot be changed or terminated except by an
instrument in writing signed by the parties hereto.
(d) This Agreement shall be construed and governed in
accordance with the laws of the State of New Jersey (without regard to the
conflicts of law principles thereof), any dispute arising in connection herewith
shall be subject to the jurisdictions of the courts of such State or any federal
court located in such State and the parties hereto consent to the jurisdiction
of such courts.
(e) Nothing contained in this Agreement shall confer or be
deemed to confer upon Purchaser any right to continue to remain in the employ of
the Company or any subsidiary thereof or perform consulting activities for any
thereof and each Purchaser acknowledges that no representation or warranty has
been expressed or implied by the Company as to the future market value of the
Shares.
(f) If Purchaser elects to include in his or her gross income
for federal income tax purposes the value of the Restricted Shares on the date
of issuance thereof in accordance with Section 83(b) of the Internal Revenue
Code of 1986, as amended (the "Code"), Purchaser shall promptly notify the
Company of such election and the Company shall, to the
F:\GROUP\EDGAR\13D97\EXHIBITB.13D
AGREEMENTS FOR MAY 7, 1996
6
<PAGE>
extent permitted by law, have the right to deduct from any payment of any kind
otherwise due to the Purchaser any federal, state or local taxes of any kind
required by law to be withheld with respect to such payment.
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto as of the date first above written.
CONCORD CAMERA CORP. /s/ Brian King
Purchaser: Brian King
By: /s/ Ira B. Lampert
Name: Ira B. Lampert Purchaser's Address:
Title: Chairman and CEO
7 Green Street Apt. 14B
Metuchen, New Jersey 08840
DESIGNATED NUMBER OF SHARES ISSUED TO PURCHASER PURSUANT
TO SECTION 1:
27,500
F:\GROUP\EDGAR\13D97\EXHIBITB.13D
AGREEMENTS FOR MAY 7, 1996
7
AMENDMENT NO. 1
AMENDMENT NO. 1, dated February 28, 1997, between CONCORD CAMERA
CORP., a New Jersey corporation (the "Company") and the other party signatory
hereto ("Purchaser").
RECITALS:
The Company and the Purchaser entered into that certain Agreement,
dated as of November 7, 1995, between the Company and the Purchaser (the
"Agreement"), pursuant to which (i) Purchaser purchased from the Company the
Designated Number of Shares of Common Stock, and (ii) the Company became
obligated under certain circumstances to issue to the Purchaser the Designated
Number of Restricted Shares. The Company and Purchaser wish to relieve the
Company of its obligation to issue the Restricted Shares, none of which have
been granted as of the date hereof.
NOW, THEREFORE, the parties hereto agree as follows:
1. Except as otherwise provided herein, all capitalized terms used herein
shall have the meanings ascribed to them in the Agreement.
2. Section 2 of the Agreement is hereby deleted in its entirety and the
parties hereto agree that the Company no longer has any obligation to
issue any Restricted Shares to the Purchaser.
3. Concurrently herewith, the Company and the Purchaser are entering an
option agreement whereby the Company is granting to the Purchaser the
right and option (the "Option") to purchase an aggregate of 245,000
Shares of Common Stock ("Option Shares"). Upon exercise of any part of
or the entire Option and the subsequent sale of the underlying Shares
of Common Stock, Purchaser hereby agrees to prepay a part of the
principal of and interest on the Note, in an amount equal to the net
proceeds of such sale, (with such prepayment being applied first to
accrued interest on the Note and then to principal). For purposes
hereof, "net proceeds" shall be the sale price of the underlying Shares
of Common Stock minus the exercise price of the Option actually paid
for such shares of Common Stock and any applicable taxes payable by
Purchaser by reason of exercise of the Option.
4. Notwithstanding Section 3 above, the Company, in its sole and absolute
discretion, can, upon receipt from the Purchaser of a written notice
indicating that the Purchaser wishes to exercise all or part of the
Option, purchase the part of the Option that the Purchaser wishes to
exercise at a purchase price equal to the Closing Price of the
underlying Shares of Common Stock on the last trading day immediately
preceding the date of exercise minus the aggregate exercise price. Such
purchase price shall be paid in cash to the extent of any applicable
taxes payable by Purchaser by reason of exercise of the Option and the
balance shall be applied as a prepayment of the Note (with such
prepayment being applied first to accrued interest and
F:\GROUP\EDGAR\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
1
<PAGE>
then to principal) with any remainder being paid to the Purchaser. For
purposes hereof, "Closing Price" shall mean the closing price for the
Common Stock officially reported on any date by the principal national
securities exchange on which the Common Stock is listed or admitted to
trading, or, if such Common Stock is not listed or admitted to trading
on any such national securities exchange, the closing price as
furnished by the National Association of Securities Dealers through
NASDAQ or a similar organization if NASDAQ is no longer reporting such
information, or, if the Common stock is not reported on NASDAQ, as
determined in good faith by resolution of the Board of Directors of the
Company (whose determination shall be conclusive) based on the best
information available to it.
5. The Company shall provide Purchaser, to the extent available at
reasonable rates, with term life and disability insurance coverage the
beneficiary of which shall be designated by the Purchaser in an amount
equal to or greater than the principal amount of the Note plus interest
that shall accrue on the Note. (Such interest shall be calculated on
the assumption that the Note will be paid in full on the Note's
maturity date.) Such life insurance shall be provided to the Purchaser
at Company's expense. The proceeds of such insurance shall be used to
pay the Note in full and the policy shall include such beneficiary
designation as shall be necessary to insure that the Company will
receive directly from the insurer the proceeds necessary to make such
payment.
6. Section 3 of the Agreement is hereby amended and restated to read in
its entirety as follows:
"Notwithstanding anything to the contrary contained herein or in the
Note, so long as Purchaser remains an employee or performs consulting
activities for the Company or any subsidiary thereof, Purchaser
(including, for this purpose, members of the Purchaser's immediate
family and trusts for the benefit of any members of Purchaser's
immediate family) shall continue to own beneficially and of record
Shares of Common Stock (which may include Shares and Option Shares as
well as other shares) in an amount not less than 50% of the sum of (i)
the Designated Number of Shares purchased by Purchaser pursuant to
Section 1(a), plus (ii) the total number of Option Shares issued to
Purchaser."
7. Section 5(b) of the Agreement is hereby amended and restated to read in
its entirety as follows:
"Subject to the provisions hereof imposing limitations and conditions
upon the sale or other disposition of the Shares or Option Shares, all
of the provisions hereof shall inure to the benefit of and be binding
upon the successors and assigns of the parties hereto."
8. Sections 3, 4 and 5, of the Agreement are hereby renumbered Sections 2,
3 and 4, respectively.
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AMENDMENT NO. 1 FEBRUARY 28, 1997
2
<PAGE>
9. Except as specifically amended hereby, the Agreement shall remain in
full force and effect in accordance with its terms.
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto as of the date first above written.
CONCORD CAMERA CORP. /s/ Ira B. Lampert
Purchaser: Ira B. Lampert
By: /s/ Steve Jackel
Name: Steve Jackel Purchaser's Address:
Title: President & COO
c/o 35 Mileed Way
Avenel, New Jersey 07001
F:\GROUP\EDGAR\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
3
<PAGE>
AMENDMENT NO. 1
AMENDMENT NO. 1, dated February 28, 1997, between CONCORD CAMERA
CORP., a New Jersey corporation (the "Company") and the other party signatory
hereto ("Purchaser").
RECITALS:
The Company and the Purchaser entered into that certain Agreement,
dated as of November 7, 1995, between the Company and the Purchaser (the
"Agreement"), pursuant to which (i) Purchaser purchased from the Company the
Designated Number of Shares of Common Stock, and (ii) the Company became
obligated under certain circumstances to issue to the Purchaser the Designated
Number of Restricted Shares. The Company and Purchaser wish to relieve the
Company of its obligation to issue the Restricted Shares, none of which have
been granted as of the date hereof.
NOW, THEREFORE, the parties hereto agree as follows:
1. Except as otherwise provided herein, all capitalized terms used herein
shall have the meanings ascribed to them in the Agreement.
2. Section 2 of the Agreement is hereby deleted in its entirety and the
parties hereto agree that the Company no longer has any obligation to
issue any Restricted Shares to the Purchaser.
3. Concurrently herewith, the Company and the Purchaser are entering an
option agreement whereby the Company is granting to the Purchaser the
right and option (the "Option") to purchase an aggregate of 10,000
Shares of Common Stock ("Option Shares"). Upon exercise of any part of
or the entire Option and the subsequent sale of the underlying Shares
of Common Stock, Purchaser hereby agrees to prepay a part of the
principal of and interest on the Note, in an amount equal to the net
proceeds of such sale, (with such prepayment being applied first to
accrued interest on the Note and then to principal). For purposes
hereof, "net proceeds" shall be the sale price of the underlying Shares
of Common Stock minus the exercise price of the Option actually paid
for such shares of Common Stock and any applicable taxes payable by
Purchaser by reason of exercise of the Option.
4. Notwithstanding Section 3 above, the Company, in its sole and absolute
discretion, can, upon receipt from the Purchaser of a written notice
indicating that the Purchaser wishes to exercise all or part of the
Option, purchase the part of the Option that the Purchaser wishes to
exercise at a purchase price equal to the Closing Price of the
underlying Shares of Common Stock on the last trading day immediately
preceding the date of exercise minus the aggregate exercise price. Such
purchase price shall be paid in cash to the extent of any applicable
taxes payable by Purchaser by reason of exercise of the Option and the
balance shall be applied as a
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AMENDMENT NO. 1 FEBRUARY 28, 1997
1
<PAGE>
prepayment of the Note (with such prepayment being applied first to
accrued interest and then to principal) with any remainder being paid
to the Purchaser. For purposes hereof, "Closing Price" shall mean the
closing price for the Common Stock officially reported on any date by
the principal national securities exchange on which the Common Stock is
listed or admitted to trading, or, if such Common Stock is not listed
or admitted to trading on any such national securities exchange, the
closing price as furnished by the National Association of Securities
Dealers through NASDAQ or a similar organization if NASDAQ is no longer
reporting such information, or, if the Common stock is not reported on
NASDAQ, as determined in good faith by resolution of the Board of
Directors of the Company (whose determination shall be conclusive)
based on the best information available to it.
5. The Company shall provide Purchaser, to the extent available at
reasonable rates, with term life and disability insurance coverage the
beneficiary of which shall be designated by the Purchaser in an amount
equal to or greater than the principal amount of the Note plus interest
that shall accrue on the Note. (Such interest shall be calculated on
the assumption that the Note will be paid in full on the Note's
maturity date.) Such life insurance shall be provided to the Purchaser
at Company's expense. The proceeds of such insurance shall be used to
pay the Note in full and the policy shall include such beneficiary
designation as shall be necessary to insure that the Company will
receive directly from the insurer the proceeds necessary to make such
payment.
6. Section 3 of the Agreement is hereby amended and restated to read in
its entirety as follows:
"Notwithstanding anything to the contrary contained herein or in the
Note, so long as Purchaser remains an employee or performs consulting
activities for the Company or any subsidiary thereof, Purchaser
(including, for this purpose, members of the Purchaser's immediate
family and trusts for the benefit of any members of Purchaser's
immediate family) shall continue to own beneficially and of record
Shares of Common Stock (which may include Shares and Option Shares as
well as other shares) in an amount not less than 50% of the sum of (i)
the Designated Number of Shares purchased by Purchaser pursuant to
Section 1(a), plus (ii) the total number of Option Shares issued to
Purchaser."
7. Section 5(b) of the Agreement is hereby amended and restated to read in
its entirety as follows:
"Subject to the provisions hereof imposing limitations and conditions
upon the sale or other disposition of the Shares or Option Shares, all
of the provisions hereof shall inure to the benefit of and be binding
upon the successors and assigns of the parties hereto."
8. Sections 3, 4 and 5, of the Agreement are hereby renumbered Sections 2,
3 and 4, respectively.
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AMENDMENT NO. 1 FEBRUARY 28, 1997
2
<PAGE>
9. Except as specifically amended hereby, the Agreement shall remain in
full force and effect in accordance with its terms.
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto as of the date first above written.
CONCORD CAMERA CORP. /s/ Eli Shoer
Purchaser: Eli Shoer
By: /s/ Ira B. Lampert
Name: Ira B. Lampert Purchaser's Address:
Title: Chairman & CEO
4 Ross Avenue
Spring Valley, New York 10977
F:\GROUP\EDGAR\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
3
<PAGE>
AMENDMENT NO. 1
AMENDMENT NO. 1, dated February 28, 1997, between CONCORD CAMERA
CORP., a New Jersey corporation (the "Company") and the other party signatory
hereto ("Purchaser").
RECITALS:
The Company and the Purchaser entered into that certain Agreement,
dated as of November 7, 1995, between the Company and the Purchaser (the
"Agreement"), pursuant to which (i) Purchaser purchased from the Company the
Designated Number of Shares of Common Stock, and (ii) the Company became
obligated under certain circumstances to issue to the Purchaser the Designated
Number of Restricted Shares. The Company and Purchaser wish to relieve the
Company of its obligation to issue the Restricted Shares, none of which have
been granted as of the date hereof.
NOW, THEREFORE, the parties hereto agree as follows:
1. Except as otherwise provided herein, all capitalized terms used herein
shall have the meanings ascribed to them in the Agreement.
2. Section 2 of the Agreement is hereby deleted in its entirety and the
parties hereto agree that the Company no longer has any obligation to
issue any Restricted Shares to the Purchaser.
3. Concurrently herewith, the Company and the Purchaser are entering an
option agreement whereby the Company is granting to the Purchaser the
right and option (the "Option") to purchase an aggregate of 25,000
Shares of Common Stock ("Option Shares"). Upon exercise
of any part of or the entire Option and the subsequent sale of the
underlying Shares of Common Stock, Purchaser hereby agrees to prepay a
part of the principal of and interest on the Note, in an amount equal
to the net proceeds of such sale, (with such prepayment being
applied first to accrued interest on the Note and then to principal).
For purposes hereof, "net proceeds" shall be the sale price of the
underlying Shares of Common Stock minus the exercise price of the
Option actually paid for such shares of Common Stock and any applicable
taxes payable by Purchaser by reason of exercise of the Option.
4. Notwithstanding Section 3 above, the Company, in its sole and absolute
discretion, can, upon receipt from the Purchaser of a written notice
indicating that the Purchaser wishes to exercise all or part of the
Option, purchase the part of the Option that the Purchaser wishes to
exercise at a purchase price equal to the Closing Price of the
underlying Shares of Common Stock on the last trading day immediately
preceding the date of exercise minus the aggregate exercise price. Such
purchase price shall be paid in cash to the extent of any applicable
taxes payable by Purchaser by reason of exercise of the Option and the
balance shall be applied as a
F:\GROUP\EDGAR\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
1
<PAGE>
prepayment of the Note (with such prepayment being applied first to
accrued interest and then to principal) with any remainder being paid
to the Purchaser. For purposes hereof, "Closing Price" shall mean the
closing price for the Common Stock officially reported on any date by
the principal national securities exchange on which the Common Stock is
listed or admitted to trading, or, if such Common Stock is not listed
or admitted to trading on any such national securities exchange, the
closing price as furnished by the National Association of Securities
Dealers through NASDAQ or a similar organization if NASDAQ is no longer
reporting such information, or, if the Common stock is not reported on
NASDAQ, as determined in good faith by resolution of the Board of
Directors of the Company (whose determination shall be conclusive)
based on the best information available to it.
5. The Company shall provide Purchaser, to the extent available at
reasonable rates, with term life and disability insurance coverage the
beneficiary of which shall be designated by the Purchaser in an amount
equal to or greater than the principal amount of the Note plus interest
that shall accrue on the Note. (Such interest shall be calculated on
the assumption that the Note will be paid in full on the Note's
maturity date.) Such life insurance shall be provided to the Purchaser
at Company's expense. The proceeds of such insurance shall be used to
pay the Note in full and the policy shall include such beneficiary
designation as shall be necessary to insure that the Company will
receive directly from the insurer the proceeds necessary to make such
payment.
6. Section 3 of the Agreement is hereby amended and restated to read in
its entirety as follows:
"Notwithstanding anything to the contrary contained herein or in the
Note, so long as Purchaser remains an employee or performs consulting
activities for the Company or any subsidiary thereof, Purchaser
(including, for this purpose, members of the Purchaser's immediate
family and trusts for the benefit of any members of Purchaser's
immediate family) shall continue to own beneficially and of record
Shares of Common Stock (which may include Shares and Option Shares as
well as other shares) in an amount not less than 50% of the sum of (i)
the Designated Number of Shares purchased by Purchaser pursuant to
Section 1(a), plus (ii) the total number of Option Shares issued to
Purchaser."
7. Section 5(b) of the Agreement is hereby amended and restated to read in
its entirety as follows:
"Subject to the provisions hereof imposing limitations and conditions
upon the sale or other disposition of the Shares or Option Shares, all
of the provisions hereof shall inure to the benefit of and be binding
upon the successors and assigns of the parties hereto."
8. Sections 3, 4 and 5, of the Agreement are hereby renumbered Sections 2,
3 and 4, respectively.
F:\GROUP\EDGAR\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
2
<PAGE>
9. Except as specifically amended hereby, the Agreement shall remain in
full force and effect in accordance with its terms.
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto as of the date first above written.
CONCORD CAMERA CORP. /s/ Gary M. Simon
Purchaser: Gary M. Simon
By: /s/ Ira B. Lampert
Name: Ira B. Lampert Purchaser's Address:
Title: Chairman & CEO
23 Lotus Street
Cedarhurst, New York 11516
F:\GROUP\EDGAR\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
3
<PAGE>
AMENDMENT NO. 1
AMENDMENT NO. 1, dated February 28, 1997, between CONCORD CAMERA
CORP., a New Jersey corporation (the "Company") and the other party signatory
hereto ("Purchaser").
RECITALS:
The Company and the Purchaser entered into that certain Agreement,
dated as of November 7, 1995, between the Company and the Purchaser (the
"Agreement"), pursuant to which (i) Purchaser purchased from the Company the
Designated Number of Shares of Common Stock, and (ii) the Company became
obligated under certain circumstances to issue to the Purchaser the Designated
Number of Restricted Shares. The Company and Purchaser wish to relieve the
Company of its obligation to issue the Restricted Shares, none of which have
been granted as of the date hereof.
NOW, THEREFORE, the parties hereto agree as follows:
1. Except as otherwise provided herein, all capitalized terms used herein
shall have the meanings ascribed to them in the Agreement.
2. Section 2 of the Agreement is hereby deleted in its entirety and the
parties hereto agree that the Company no longer has any obligation to
issue any Restricted Shares to the Purchaser.
3. Concurrently herewith, the Company and the Purchaser are entering an
option agreement whereby the Company is granting to the Purchaser the
right and option (the "Option") to purchase an aggregate of 100,000
Shares of Common Stock ("Option Shares"). Upon exercise of any part of
or the entire Option and the subsequent sale of the underlying Shares
of Common Stock, Purchaser hereby agrees to prepay a part of the
principal of and interest on the Note, in an amount equal to the net
proceeds of such sale, (with such prepayment being applied first to
accrued interest on the Note and then to principal). For purposes
hereof, "net proceeds" shall be the sale price of the underlying Shares
of Common Stock minus the exercise price of the Option actually paid
for such shares of Common Stock and any applicable taxes payable by
Purchaser by reason of exercise of the Option.
4. Notwithstanding Section 3 above, the Company, in its sole and absolute
discretion, can, upon receipt from the Purchaser of a written notice
indicating that the Purchaser wishes to exercise all or part of the
Option, purchase the part of the Option that the Purchaser wishes to
exercise at a purchase price equal to the Closing Price of the
underlying Shares of Common Stock on the last trading day immediately
preceding the date of exercise minus the aggregate exercise price. Such
purchase price shall be paid in cash to the extent of any applicable
taxes payable by Purchaser by reason of exercise of the Option and the
balance shall be applied as a
F:\GROUP\EDGAR\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
1
<PAGE>
prepayment of the Note (with such prepayment being applied first to
accrued interest and then to principal) with any remainder being paid
to the Purchaser. For purposes hereof, "Closing Price" shall mean the
closing price for the Common Stock officially reported on any date by
the principal national securities exchange on which the Common Stock is
listed or admitted to trading, or, if such Common Stock is not listed
or admitted to trading on any such national securities exchange, the
closing price as furnished by the National Association of Securities
Dealers through NASDAQ or a similar organization if NASDAQ is no longer
reporting such information, or, if the Common stock is not reported on
NASDAQ, as determined in good faith by resolution of the Board of
Directors of the Company (whose determination shall be conclusive)
based on the best information available to it.
5. The Company shall provide Purchaser, to the extent available at
reasonable rates, with term life and disability insurance coverage the
beneficiary of which shall be designated by the Purchaser in an amount
equal to or greater than the principal amount of the Note plus interest
that shall accrue on the Note. (Such interest shall be calculated on
the assumption that the Note will be paid in full on the Note's
maturity date.) Such life insurance shall be provided to the Purchaser
at Company's expense. The proceeds of such insurance shall be used to
pay the Note in full and the policy shall include such beneficiary
designation as shall be necessary to insure that the Company will
receive directly from the insurer the proceeds necessary to make such
payment.
6. Section 3 of the Agreement is hereby amended and restated to read in
its entirety as follows:
"Notwithstanding anything to the contrary contained herein or in the
Note, so long as Purchaser remains an employee or performs consulting
activities for the Company or any subsidiary thereof, Purchaser
(including, for this purpose, members of the Purchaser's immediate
family and trusts for the benefit of any members of Purchaser's
immediate family) shall continue to own beneficially and of record
Shares of Common Stock (which may include Shares and Option Shares as
well as other shares) in an amount not less than 50% of the sum of (i)
the Designated Number of Shares purchased by Purchaser pursuant to
Section 1(a), plus (ii) the total number of Option Shares issued to
Purchaser."
7. Section 5(b) of the Agreement is hereby amended and restated to read in
its entirety as follows:
"Subject to the provisions hereof imposing limitations and conditions
upon the sale or other disposition of the Shares or Option Shares, all
of the provisions hereof shall inure to the benefit of and be binding
upon the successors and assigns of the parties hereto."
8. Sections 3, 4 and 5, of the Agreement are hereby renumbered Sections 2,
3 and 4, respectively.
F:\GROUP\EDGAR\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
2
<PAGE>
9. Except as specifically amended hereby, the Agreement shall remain in
full force and effect in accordance with its terms.
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto as of the date first above written.
CONCORD CAMERA CORP. /s/ Steve Jackel
Purchaser: Steve Jackel
By: /s/ Ira B. Lampert
Name: Ira B. Lampert Purchaser's Address:
Title: Chairman & CEO
150 East 61st Street
New York, New York 10021
F:\GROUP\EDGAR\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
3
<PAGE>
AMENDMENT NO. 1
AMENDMENT NO. 1, dated February 28, 1997, between CONCORD CAMERA
CORP., a New Jersey corporation (the "Company") and the other party signatory
hereto ("Purchaser").
RECITALS:
The Company and the Purchaser entered into that certain Agreement,
dated as of May 7, 1996, between the Company and the Purchaser (the
"Agreement"), pursuant to which (i) Purchaser purchased from the Company the
Designated Number of Shares of Common Stock, and (ii) the Company became
obligated under certain circumstances to issue to the Purchaser the Designated
Number of Restricted Shares. The Company and Purchaser wish to relieve the
Company of its obligation to issue the Restricted Shares, none of which have
been granted as of the date hereof.
NOW, THEREFORE, the parties hereto agree as follows:
1. Except as otherwise provided herein, all capitalized terms used herein
shall have the meanings ascribed to them in the Agreement.
2. Section 2 of the Agreement is hereby deleted in its entirety and the
parties hereto agree that the Company no longer has any obligation to
issue any Restricted Shares to the Purchaser.
3. Concurrently herewith, the Company and the Purchaser are entering an
option agreement whereby the Company is granting to the Purchaser the
right and option (the "Option") to purchase an aggregate of 27,500
shares of Common Stock ("Option Shares"). Upon exercise of any part of
or the entire Option and the subsequent sale of the underlying Shares
of Common Stock, Purchaser hereby agrees to prepay a part of the
principal of and interest on the Note, in an amount equal to the net
proceeds of such sale, (with such prepayment being applied first to
accrued interest on the Note and then to principal). For purposes
hereof, "net proceeds" shall be the sale price of the underlying Shares
of Common Stock minus the exercise price of the Option actually paid
for such shares of Common Stock and any applicable taxes payable by
Purchaser by reason of exercise of the Option.
4. Notwithstanding Section 3 above, the Company, in its sole and absolute
discretion, can, upon receipt from the Purchaser of a written notice
indicating that the Purchaser wishes to exercise all or part of the
Option, purchase the part of the Option that the Purchaser wishes to
exercise at a purchase price equal to the Closing Price of the
underlying Shares of Common Stock on the last trading day immediately
preceding the date of exercise minus the aggregate exercise price. Such
purchase price shall be paid in cash to the extent of any applicable
taxes payable by Purchaser by reason of exercise of the Option and the
balance shall be applied as a
F:\GROUP\EDGAR\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
1
<PAGE>
prepayment of the Note (with such prepayment being applied first to
accrued interest and then to principal) with any remainder being paid
to the Purchaser. For purposes hereof, "Closing Price" shall mean the
closing price for the Common Stock officially reported on any date by
the principal national securities exchange on which the Common Stock is
listed or admitted to trading, or, if such Common Stock is not listed
or admitted to trading on any such national securities exchange, the
closing price as furnished by the National Association of Securities
Dealers through NASDAQ or a similar organization if NASDAQ is no longer
reporting such information, or, if the Common stock is not reported on
NASDAQ, as determined in good faith by resolution of the Board of
Directors of the Company (whose determination shall be conclusive)
based on the best information available to it.
5. The Company shall provide Purchaser, to the extent available at
reasonable rates, with term life and disability insurance coverage the
beneficiary of which shall be designated by the Purchaser in an amount
equal to or greater than the principal amount of the Note plus interest
that shall accrue on the Note. (Such interest shall be calculated on
the assumption that the Note will be paid in full on the Note's
maturity date.) Such life insurance shall be provided to the Purchaser
at Company's expense. The proceeds of such insurance shall be used to
pay the Note in full and the policy shall include such beneficiary
designation as shall be necessary to insure that the Company will
receive directly from the insurer the proceeds necessary to make such
payment.
6. Section 3 of the Agreement is hereby amended and restated to read in
its entirety as follows:
"Notwithstanding anything to the contrary contained herein or in the
Note, so long as Purchaser remains an employee or performs consulting
activities for the Company or any subsidiary thereof, Purchaser
(including, for this purpose, members of the Purchaser's immediate
family and trusts for the benefit of any members of Purchaser's
immediate family) shall continue to own beneficially and of record
Shares of Common Stock (which may include Shares and Option Shares as
well as other shares) in an amount not less than 50% of the sum of (i)
the Designated Number of Shares purchased by Purchaser pursuant to
Section 1(a), plus (ii) the total number of Option Shares issued to
Purchaser."
7. Section 5(b) of the Agreement is hereby amended and restated to read in
its entirety as follows:
"Subject to the provisions hereof imposing limitations and conditions
upon the sale or other disposition of the Shares or Option Shares, all
of the provisions hereof shall inure to the benefit of and be binding
upon the successors and assigns of the parties hereto."
8. Sections 3, 4 and 5, of the Agreement are hereby renumbered Sections 2,
3 and 4, respectively.
F:\GROUP\EDGAR\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
2
<PAGE>
9. Except as specifically amended hereby, the Agreement shall remain in
full force and effect in accordance with its terms.
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto as of the date first above written.
CONCORD CAMERA CORP. /s/ Brian King
Purchaser: Brian King
By: /s/ Ira B. Lampert
Name: Ira B. Lampert Purchaser's Address:
Title:Chairman & CEO
c/o Concord Camera Corp.
35 Mileed Way
Avenel, New Jersey 07001
F:\GROUP\EDGAR\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
3
<PAGE>
AMENDMENT NO. 1
AMENDMENT NO. 1, dated February 28, 1997, between CONCORD CAMERA
CORP., a New Jersey corporation (the "Company") and the other party signatory
hereto ("Purchaser").
RECITALS:
The Company and the Purchaser entered into that certain Agreement,
dated as of May 7, 1996, between the Company and the Purchaser (the
"Agreement"), pursuant to which (i) Purchaser purchased from the Company the
Designated Number of Shares of Common Stock, and (ii) the Company became
obligated under certain circumstances to issue to the Purchaser the Designated
Number of Restricted Shares. The Company and Purchaser wish to relieve the
Company of its obligation to issue the Restricted Shares, none of which have
been granted as of the date hereof.
NOW, THEREFORE, the parties hereto agree as follows:
1. Except as otherwise provided herein, all capitalized terms used herein
shall have the meanings ascribed to them in the Agreement.
2. Section 2 of the Agreement is hereby deleted in its entirety and the
parties hereto agree that the Company no longer has any obligation to
issue any Restricted Shares to the Purchaser.
3. Concurrently herewith, the Company and the Purchaser are entering an
option agreement whereby the Company is granting to the Purchaser the
right and option (the "Option") to purchase an aggregate of 27,500
shares of Common Stock ("Option Shares"). Upon exercise of any part of
or the entire Option and the subsequent sale of the underlying Shares
of Common Stock, Purchaser hereby agrees to prepay a part of the
principal of and interest on the Note, in an amount equal to the net
proceeds of such sale, (with such prepayment being applied first to
accrued interest on the Note and then to principal). For purposes
hereof, "net proceeds" shall be the sale price of the underlying Shares
of Common Stock minus the exercise price of the Option actually paid
for such shares of Common Stock and any applicable taxes payable by
Purchaser by reason of exercise of the Option.
4. Notwithstanding Section 3 above, the Company, in its sole and absolute
discretion, can, upon receipt from the Purchaser of a written notice
indicating that the Purchaser wishes to exercise all or part of the
Option, purchase the part of the Option that the Purchaser wishes to
exercise at a purchase price equal to the Closing Price of the
underlying Shares of Common Stock on the last trading day immediately
preceding the date of exercise minus the aggregate exercise price. Such
purchase price shall be paid in cash to the extent of any applicable
taxes payable by Purchaser by reason of exercise of the Option and the
balance shall be applied as a
F:\GROUP\EDGAR\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
1
<PAGE>
prepayment of the Note (with such prepayment being applied first to
accrued interest and then to principal) with any remainder being paid
to the Purchaser. For purposes hereof, "Closing Price" shall mean the
closing price for the Common Stock officially reported on any date by
the principal national securities exchange on which the Common Stock is
listed or admitted to trading, or, if such Common Stock is not listed
or admitted to trading on any such national securities exchange, the
closing price as furnished by the National Association of Securities
Dealers through NASDAQ or a similar organization if NASDAQ is no longer
reporting such information, or, if the Common stock is not reported on
NASDAQ, as determined in good faith by resolution of the Board of
Directors of the Company (whose determination shall be conclusive)
based on the best information available to it.
5. The Company shall provide Purchaser, to the extent available at
reasonable rates, with term life and disability insurance coverage the
beneficiary of which shall be designated by the Purchaser in an amount
equal to or greater than the principal amount of the Note plus interest
that shall accrue on the Note. (Such interest shall be calculated on
the assumption that the Note will be paid in full on the Note's
maturity date.) Such life insurance shall be provided to the Purchaser
at Company's expense. The proceeds of such insurance shall be used to
pay the Note in full and the policy shall include such beneficiary
designation as shall be necessary to insure that the Company will
receive directly from the insurer the proceeds necessary to make such
payment.
6. Section 3 of the Agreement is hereby amended and restated to read in
its entirety as follows:
"Notwithstanding anything to the contrary contained herein or in the
Note, so long as Purchaser remains an employee or performs consulting
activities for the Company or any subsidiary thereof, Purchaser
(including, for this purpose, members of the Purchaser's immediate
family and trusts for the benefit of any members of Purchaser's
immediate family) shall continue to own beneficially and of record
Shares of Common Stock (which may include Shares and Option Shares as
well as other shares) in an amount not less than 50% of the sum of (i)
the Designated Number of Shares purchased by Purchaser pursuant to
Section 1(a), plus (ii) the total number of Option Shares issued to
Purchaser."
7. Section 5(b) of the Agreement is hereby amended and restated to read in
its entirety as follows:
"Subject to the provisions hereof imposing limitations and conditions
upon the sale or other disposition of the Shares or Option Shares, all
of the provisions hereof shall inure to the benefit of and be binding
upon the successors and assigns of the parties hereto."
8. Sections 3, 4 and 5, of the Agreement are hereby renumbered Sections 2,
3 and 4, respectively.
F:\GROUP\EDGAR\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
2
<PAGE>
9. Except as specifically amended hereby, the Agreement shall remain in
full force and effect in accordance with its terms.
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto as of the date first above written.
CONCORD CAMERA CORP. /s/ Lawrence Pesin
Purchaser: Lawrence Pesin
By: /s/ Ira B. Lampert
Name: Ira B. Lampert Purchaser's Address:
Title: Chairman & CEO
c/o Concord Camera Corp.
35 Mileed Way
Avenel, New Jersey 07001
F:\GROUP\EDGAR\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
3
<PAGE>
AMENDMENT NO. 1
AMENDMENT NO. 1, dated February 28, 1997, between CONCORD CAMERA
CORP., a New Jersey corporation (the "Company") and the other party signatory
hereto ("Purchaser").
RECITALS:
The Company and the Purchaser entered into that certain Agreement,
dated as of November 7, 1995, between the Company and the Purchaser (the
"Agreement"), pursuant to which (i) Purchaser purchased from the Company the
Designated Number of Shares of Common Stock, and (ii) the Company became
obligated under certain circumstances to issue to the Purchaser the Designated
Number of Restricted Shares. The Company and Purchaser wish to relieve the
Company of its obligation to issue the Restricted Shares, none of which have
been granted as of the date hereof.
NOW, THEREFORE, the parties hereto agree as follows:
1. Except as otherwise provided herein, all capitalized terms used herein
shall have the meanings ascribed to them in the Agreement.
2. Section 2 of the Agreement is hereby deleted in its entirety and the
parties hereto agree that the Company no longer has any obligation to
issue any Restricted Shares to the Purchaser.
3. Concurrently herewith, the Company and the Purchaser are entering an
option agreement whereby the Company is granting to the Purchaser the
right and option (the "Option") to purchase an aggregate of 7,000
Shares of Common Stock ("Option Shares"). Upon exercise of any part of
or the entire Option and the subsequent sale of the underlying Shares
of Common Stock, Purchaser hereby agrees to prepay a part of the
principal of and interest on the Note, in an amount equal to the net
proceeds of such sale, (with such prepayment being applied first to
accrued interest on the Note and then to principal). For purposes
hereof, "net proceeds" shall be the sale price of the underlying Shares
of Common Stock minus the exercise price of the Option actually paid
for such shares of Common Stock and any applicable taxes payable by
Purchaser by reason of exercise of the Option.
4. Notwithstanding Section 3 above, the Company, in its sole and absolute
discretion, can, upon receipt from the Purchaser of a written notice
indicating that the Purchaser wishes to exercise all or part of the
Option, purchase the part of the Option that the Purchaser wishes to
exercise at a purchase price equal to the Closing Price of the
underlying Shares of Common Stock on the last trading day immediately
preceding the date of exercise minus the aggregate exercise price. Such
purchase price shall be paid in cash to the extent of any applicable
taxes payable by Purchaser by reason of exercise of the Option and the
balance shall be applied as a
F:\GROUP\EDGAR\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
1
<PAGE>
prepayment of the Note (with such prepayment being applied first to
accrued interest and then to principal) with any remainder being paid
to the Purchaser. For purposes hereof, "Closing Price" shall mean the
closing price for the Common Stock officially reported on any date by
the principal national securities exchange on which the Common Stock is
listed or admitted to trading, or, if such Common Stock is not listed
or admitted to trading on any such national securities exchange, the
closing price as furnished by the National Association of Securities
Dealers through NASDAQ or a similar organization if NASDAQ is no longer
reporting such information, or, if the Common stock is not reported on
NASDAQ, as determined in good faith by resolution of the Board of
Directors of the Company (whose determination shall be conclusive)
based on the best information available to it.
5. The Company shall provide Purchaser, to the extent available at
reasonable rates, with term life and disability insurance coverage the
beneficiary of which shall be designated by the Purchaser in an amount
equal to or greater than the principal amount of the Note plus interest
that shall accrue on the Note. (Such interest shall be calculated on
the assumption that the Note will be paid in full on the Note's
maturity date.) Such life insurance shall be provided to the Purchaser
at Company's expense. The proceeds of such insurance shall be used to
pay the Note in full and the policy shall include such beneficiary
designation as shall be necessary to insure that the Company will
receive directly from the insurer the proceeds necessary to make such
payment.
6. Section 3 of the Agreement is hereby amended and restated to read in
its entirety as follows:
"Notwithstanding anything to the contrary contained herein or in the
Note, so long as Purchaser remains an employee or performs consulting
activities for the Company or any subsidiary thereof, Purchaser
(including, for this purpose, members of the Purchaser's immediate
family and trusts for the benefit of any members of Purchaser's
immediate family) shall continue to own beneficially and of record
Shares of Common Stock (which may include Shares and Option Shares as
well as other shares) in an amount not less than 50% of the sum of (i)
the Designated Number of Shares purchased by Purchaser pursuant to
Section 1(a), plus (ii) the total number of Option Shares issued to
Purchaser."
7. Section 5(b) of the Agreement is hereby amended and restated to read in
its entirety as follows:
"Subject to the provisions hereof imposing limitations and conditions
upon the sale or other disposition of the Shares or Option Shares, all
of the provisions hereof shall inure to the benefit of and be binding
upon the successors and assigns of the parties hereto."
8. Sections 3, 4 and 5, of the Agreement are hereby renumbered Sections 2,
3 and 4, respectively.
F:\GROUP\EDGAR\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
2
<PAGE>
9. Except as specifically amended hereby, the Agreement shall remain in
full force and effect in accordance with its terms.
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto as of the date first above written.
CONCORD CAMERA CORP. /s/ Art Zawodny
Purchaser: Art Zawodny
By: /s/ Ira B. Lampert
Name: Ira B. Lampert Purchaser's Address:
Title: Chairman & CEO
1343 Wayne Street
Easton, Pennsylvania 18042
F:\GROUP\EDGAR\13D97\EXHIBITC.13D
AMENDMENT NO. 1 FEBRUARY 28, 1997
3
VOTING AGREEMENT
Agreement dated as of May 7, 1996 among the parties signatory
hereto (the "Participants").
Concurrently with the execution hereof, Concord Camera Corp.,
a New Jersey corporation (the "Company"), has entered into agreements ("Purchase
Agreements") with each of the Participants, pursuant to which the Company has
issued to each of the Participants shares of the Company's Common Stock ("Common
Stock") and agreed, upon the occurrence of certain events, to issue to the
Participants additional shares of Common Stock.
The Participants desire to provide for coordinated voting of
such Common Stock.
NOW, THEREFORE, in consideration of the foregoing and the
premises and mutual covenants hereinafter contained, the Participants hereby
agree as follows:
1. Each of the Participants shall, at all times hereafter, for
all matters in which shares of Common Stock are voted (or consent is given with
respect to such shares), vote all of the Shares (as hereinafter defined) owned
beneficially or of record by such Participant (or by members of such
Participant's immediate family or trusts for the benefit thereof) or consent
with respect to all of such Shares, as the case may be, as the Participants
holding a majority of all of the Shares may determine in their sole discretion.
As used herein, the term "Shares" means all of the shares of Common Stock
acquired by the Participants, whether concurrently herewith or at any time
hereafter, pursuant to the Purchase Agreements; provided, that such shares shall
cease to constitute "Shares" at such time as they are no longer held
beneficially or of record by the Participants, their estates, members of their
immediate families or trusts for the benefit of any members of their immediate
families.
2. To effect the foregoing, (i) each of the Participants is
delivering to Ira B. Lampert ("Lampert") an irrevocable proxy in the form
attached hereto, and (ii) each of the Participants agrees that prior to any
transfer by such Participant of Shares to any member of his immediate family or
trusts for the benefit of any thereof, such Participant shall cause the
transferee (A) to agree in writing with Lampert to be bound by the provisions of
this Agreement with the same force and effect as if such transferee were an
original party hereto and (B) in furtherance of and without limitation of the
foregoing, to execute and deliver to Lampert an irrevocable proxy in the form
attached hereto. Each proxy granted by any Participant or transferee pursuant to
this Section 2 shall be deemed to be coupled with an interest in favor of
Lampert and his substitutes and, as such, shall be irrevocable and shall survive
the death, bankruptcy, incompetency or dissolution of such Participant or
transferee.
F:\GROUP\EDGAR\13D97\EXHIBITD.13D
VOTING AGREEMENT NOVEMBER 7, 1995
1
<PAGE>
3. Any certificate representing the Shares shall be legended
substantially as follows:
"The shares represented by this certificate are subject to a certain
voting agreement dated as of August 31, 1995, and an irrevocable proxy,
a copy of each of which is on file at the principal office of the
Company. The holder of this certificate, by his acceptance hereof,
agrees to be bound by all the terms of such agreement, as the same is
in effect from time to time."
4. The legend provided for in Section 3 shall be removed from
any certificate at such time as the shares represented thereby no longer
constitute Shares under Section 1.
5. The parties acknowledge that, by virtue of this Agreement,
they have formed a "group" for purposes of Section 13(d) of the Securities
Exchange Act of 1934. In that connection, each of the Participants shall provide
to Lampert such information, cooperation and other assistance as he may require
so as to enable him to make, on behalf of such group, any and all filings on
Schedule 13D required to be made by such group with the Securities and Exchange
Commission (including all necessary amendments). Each such Participant shall
timely execute such filings if and to the extent required. Each of the
Participants shall immediately inform Lampert of any sale or other disposition
of Shares by such Participant or any other information of the nature requiring
it to be disclosed in any such Schedule 13D.
6. Each of the Participants shall hereafter, at the reasonable
request of Lampert, execute and deliver such other instruments and agreements,
and do such further acts and things, as may be necessary or expedient to carry
out the provisions of this Agreement.
7. Lampert reserves the right in his sole discretion at any
time hereafter to terminate this Agreement and all irrevocable proxies granted
to him hereunder.
8. This Agreement shall be binding on the parties hereto and
their respective personal representatives, heirs, successors and assigns.
F:\GROUP\EDGAR\13D97\EXHIBITD.13D
VOTING AGREEMENT NOVEMBER 7, 1995
2
<PAGE>
9. This Agreement shall be governed and construed in
accordance with the laws of the State of New Jersey without regard to the
conflicts of law principles thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
Name: Ira B. Lampert Name: Steve Jackel
---------------------------- -----------------------------
Signature Signature
Name: Eli Shoer Name: Gary M. Simon
---------------------------- -----------------------------
Signature Signature
Name: George Erfurt Name: Arthur Zawodny
---------------------------- -----------------------------
Signature Signature
Name: Lawrence Pesin Name: Brian King
/s/ Lawrence Pesin /s/ Brian King
Signature Signature
F:\GROUP\EDGAR\13D97\EXHIBITD.13D
VOTING AGREEMENT NOVEMBER 7, 1995
3
<PAGE>
IRREVOCABLE PROXY
Pursuant to a certain Voting Agreement dated as of the date
hereof among Ira B. Lampert and certain other signatories thereto, the
undersigned hereby irrevocably appoints Ira B. Lampert, or his nominee
("Lampert"), with full power of substitution, as proxy for the undersigned, and
hereby authorizes Lampert to vote the shares of Common Stock of CONCORD CAMERA
CORP. (the "Company") registered in the name of the undersigned specified below,
at any meeting of the stockholders of the Company, and to execute a consent with
respect to such shares, as to any and all matters upon which action is to be
taken or consent is to be given by the stockholders of the Company, in such
manner as may be determined from time to time by the holders of a majority of
the shares of Common Stock of the Company governed by such Voting Agreement (it
being understood that the certification by Mr. Lampert as to the determination
of such holders shall be conclusive evidence of the determination thereof for
all purposes hereunder).
This Irrevocable Proxy shall be deemed to be coupled with an
interest in favor of Lampert and, as such, shall be irrevocable and shall
survive the death, bankruptcy, incompetency or dissolution of the undersigned.
Dated: May 7, 1996
SHARES OF COMMON STOCK Name: Brian King
COVERED BY THIS
IRREVOCABLE PROXY: /s/ Brian King
Signature
27,500
Address: 7 Green Street Apt. 14B
Metuchen, New Jersey 08840
Home Telephone: (908)
Business Telephone: (908) 499-8280
F:\GROUP\EDGAR\13D97\EXHIBITD.13D
VOTING AGREEMENT NOVEMBER 7, 1995
<PAGE>
IRREVOCABLE PROXY
Pursuant to a certain Voting Agreement dated as of the date
hereof among Ira B. Lampert and certain other signatories thereto, the
undersigned hereby irrevocably appoints Ira B. Lampert, or his nominee
("Lampert"), with full power of substitution, as proxy for the undersigned, and
hereby authorizes Lampert to vote the shares of Common Stock of CONCORD CAMERA
CORP. (the "Company") registered in the name of the undersigned specified below,
at any meeting of the stockholders of the Company, and to execute a consent with
respect to such shares, as to any and all matters upon which action is to be
taken or consent is to be given by the stockholders of the Company, in such
manner as may be determined from time to time by the holders of a majority of
the shares of Common Stock of the Company governed by such Voting Agreement (it
being understood that the certification by Mr. Lampert as to the determination
of such holders shall be conclusive evidence of the determination thereof for
all purposes hereunder).
This Irrevocable Proxy shall be deemed to be coupled with an
interest in favor of Lampert and, as such, shall be irrevocable and shall
survive the death, bankruptcy, incompetency or dissolution of the undersigned.
Dated: May 7, 1996
SHARES OF COMMON STOCK Name: Lawrence Pesin
COVERED BY THIS
IRREVOCABLE PROXY: /s/ Lawrence Pesin
Signature
27,500
Address: 700 Astri Terrace
Valley Cottage, New York 10989
Home Telephone: (914) 353-8674
Business Telephone: (908) 499-8280
F:\GROUP\EDGAR\13D97\EXHIBITD.13D
VOTING AGREEMENT NOVEMBER 7, 1995
VOTING AGREEMENT
Agreement dated as of November 7, 1995 among the parties
signatory hereto (the "Participants").
Concurrently with the execution hereof, Concord Camera Corp.,
a New Jersey corporation (the "Company"), has entered into agreements ("Purchase
Agreements") with each of the Participants, pursuant to which the Company has
issued to each of the Participants shares of the Company's Common Stock ("Common
Stock") and agreed, upon the occurrence of certain events, to issue to the
Participants additional shares of Common Stock.
The Participants desire to provide for coordinated voting of
such Common Stock.
NOW, THEREFORE, in consideration of the foregoing and the
premises and mutual covenants hereinafter contained, the Participants hereby
agree as follows:
1. Each of the Participants shall, at all times hereafter, for
all matters in which shares of Common Stock are voted (or consent is given with
respect to such shares), vote all of the Shares (as hereinafter defined) owned
beneficially or of record by such Participant (or by members of such
Participant's immediate family or trusts for the benefit thereof) or consent
with respect to all of such Shares, as the case may be, as the Participants
holding a majority of all of the Shares may determine in their sole discretion.
As used herein, the term "Shares" means all of the shares of Common Stock
acquired by the Participants, whether concurrently herewith or at any time
hereafter, pursuant to the Purchase Agreements; provided, that such shares shall
cease to constitute "Shares" at such time as they are no longer held
beneficially or of record by the Participants, their estates, members of their
immediate families or trusts for the benefit of any members of their immediate
families.
2. To effect the foregoing, (i) each of the Participants is
delivering to Ira B. Lampert ("Lampert") an irrevocable proxy in the form
attached hereto, and (ii) each of the Participants agrees that prior to any
transfer by such Participant of Shares to any member of his immediate family or
trusts for the benefit of any thereof, such Participant shall cause the
transferee (A) to agree in writing with Lampert to be bound by the provisions of
this Agreement with the same force and effect as if such transferee were an
original party hereto and (B) in furtherance of and without limitation of the
foregoing, to execute and deliver to Lampert an irrevocable proxy in the form
attached hereto. Each proxy granted by any Participant or transferee pursuant to
this Section 2 shall be deemed to be coupled with an interest in favor of
Lampert and his substitutes and, as such, shall be irrevocable and shall survive
the death, bankruptcy, incompetency or dissolution of such Participant or
transferee.
F:\GROUP\EDGAR\13D97\EXHIBITE.13D
VOTING AGREEMENT MAY 7, 1996
1
<PAGE>
3. Any certificate representing the Shares shall be legended
substantially as follows:
"The shares represented by this certificate are subject to a certain
voting agreement dated as of August 31, 1995, and an irrevocable proxy,
a copy of each of which is on file at the principal office of the
Company. The holder of this certificate, by his acceptance hereof,
agrees to be bound by all the terms of such agreement, as the same is
in effect from time to time."
4. The legend provided for in Section 3 shall be removed from
any certificate at such time as the shares represented thereby no longer
constitute Shares under Section 1.
5. The parties acknowledge that, by virtue of this Agreement,
they have formed a "group" for purposes of Section 13(d) of the Securities
Exchange Act of 1934. In that connection, each of the Participants shall provide
to Lampert such information, cooperation and other assistance as he may require
so as to enable him to make, on behalf of such group, any and all filings on
Schedule 13D required to be made by such group with the Securities and Exchange
Commission (including all necessary amendments). Each such Participant shall
timely execute such filings if and to the extent required. Each of the
Participants shall immediately inform Lampert of any sale or other disposition
of Shares by such Participant or any other information of the nature requiring
it to be disclosed in any such Schedule 13D.
6. Each of the Participants shall hereafter, at the reasonable
request of Lampert, execute and deliver such other instruments and agreements,
and do such further acts and things, as may be necessary or expedient to carry
out the provisions of this Agreement.
7. Lampert reserves the right in his sole discretion at any
time hereafter to terminate this Agreement and all irrevocable proxies granted
to him hereunder.
8. This Agreement shall be binding on the parties hereto and
their respective personal representatives, heirs, successors and assigns.
F:\GROUP\EDGAR\13D97\EXHIBITE.13D
VOTING AGREEMENT MAY 7, 1996
2
<PAGE>
9. This Agreement shall be governed and construed in
accordance with the laws of the State of New Jersey without regard to the
conflicts of law principles thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
Name: Ira B. Lampert Name: Steve Jackel
/s/ Ira B. Lampert /s/ Steve Jackel
Signature Signature
Name: Eli Shoer Name: Gary M. Simon
/s/ Eli Shoer /s/ Gary M. Simon
Signature Signature
Name: George Erfurt Name: Arthur Zawodny
/s/ George Erfurt /s/ Arthur Zawodny
Signature Signature
F:\GROUP\EDGAR\13D97\EXHIBITE.13D
VOTING AGREEMENT MAY 7, 1996
3
<PAGE>
IRREVOCABLE PROXY
Pursuant to a certain Voting Agreement dated as of the date
hereof among Ira B. Lampert and certain other signatories thereto, the
undersigned hereby irrevocably appoints Ira B. Lampert, or his nominee
("Lampert"), with full power of substitution, as proxy for the undersigned, and
hereby authorizes Lampert to vote the shares of Common Stock of CONCORD CAMERA
CORP. (the "Company") registered in the name of the undersigned specified below,
at any meeting of the stockholders of the Company, and to execute a consent with
respect to such shares, as to any and all matters upon which action is to be
taken or consent is to be given by the stockholders of the Company, in such
manner as may be determined from time to time by the holders of a majority of
the shares of Common Stock of the Company governed by such Voting Agreement (it
being understood that the certification by Mr. Lampert as to the determination
of such holders shall be conclusive evidence of the determination thereof for
all purposes hereunder).
This Irrevocable Proxy shall be deemed to be coupled with an
interest in favor of Lampert and, as such, shall be irrevocable and shall
survive the death, bankruptcy, incompetency or dissolution of the undersigned.
Dated: November 7, 1995
SHARES OF COMMON STOCK Name: Ira B. Lampert
COVERED BY THIS
IRREVOCABLE PROXY: /s/ Ira B. Lampert
Signature
300,000
Address: 800 5th Avenue
New York, New York 10021
Home Telephone: (212) 759-3331
Business Telephone: (908) 499-8280
F:\GROUP\EDGAR\13D97\EXHIBITE.13D
VOTING AGREEMENT MAY 7, 1996
<PAGE>
IRREVOCABLE PROXY
Pursuant to a certain Voting Agreement dated as of the date
hereof among Ira B. Lampert and certain other signatories thereto, the
undersigned hereby irrevocably appoints Ira B. Lampert, or his nominee
("Lampert"), with full power of substitution, as proxy for the undersigned, and
hereby authorizes Lampert to vote the shares of Common Stock of CONCORD CAMERA
CORP. (the "Company") registered in the name of the undersigned specified below,
at any meeting of the stockholders of the Company, and to execute a consent with
respect to such shares, as to any and all matters upon which action is to be
taken or consent is to be given by the stockholders of the Company, in such
manner as may be determined from time to time by the holders of a majority of
the shares of Common Stock of the Company governed by such Voting Agreement (it
being understood that the certification by Mr. Lampert as to the determination
of such holders shall be conclusive evidence of the determination thereof for
all purposes hereunder).
This Irrevocable Proxy shall be deemed to be coupled with an
interest in favor of Lampert and, as such, shall be irrevocable and shall
survive the death, bankruptcy, incompetency or dissolution of the undersigned.
Dated: November 7, 1995
SHARES OF COMMON STOCK Name: George Erfurt
COVERED BY THIS
IRREVOCABLE PROXY: /s/ George Erfurt
Signature
2,000
Address: 2 Ann Street (S216)
Clifton, New Jersey 07013
Home Telephone: (201) 472-7305
Business Telephone: (908) 499-8280
F:\GROUP\EDGAR\13D97\EXHIBITE.13D
VOTING AGREEMENT MAY 7, 1996
<PAGE>
IRREVOCABLE PROXY
Pursuant to a certain Voting Agreement dated as of the date
hereof among Ira B. Lampert and certain other signatories thereto, the
undersigned hereby irrevocably appoints Ira B. Lampert, or his nominee
("Lampert"), with full power of substitution, as proxy for the undersigned, and
hereby authorizes Lampert to vote the shares of Common Stock of CONCORD CAMERA
CORP. (the "Company") registered in the name of the undersigned specified below,
at any meeting of the stockholders of the Company, and to execute a consent with
respect to such shares, as to any and all matters upon which action is to be
taken or consent is to be given by the stockholders of the Company, in such
manner as may be determined from time to time by the holders of a majority of
the shares of Common Stock of the Company governed by such Voting Agreement (it
being understood that the certification by Mr. Lampert as to the determination
of such holders shall be conclusive evidence of the determination thereof for
all purposes hereunder).
This Irrevocable Proxy shall be deemed to be coupled with an
interest in favor of Lampert and, as such, shall be irrevocable and shall
survive the death, bankruptcy, incompetency or dissolution of the undersigned.
Dated: November 7, 1995
SHARES OF COMMON STOCK Name: Eli Shoer
COVERED BY THIS
IRREVOCABLE PROXY: /s/ Eli Shoer
Signature
10,000
Address: 4 Ross Avenue
Spring Valley, New York 10977
Home Telephone: (914) 623-2388
Business Telephone: (908) 499-8280
F:\GROUP\EDGAR\13D97\EXHIBITE.13D
VOTING AGREEMENT MAY 7, 1996
<PAGE>
IRREVOCABLE PROXY
Pursuant to a certain Voting Agreement dated as of the date
hereof among Ira B. Lampert and certain other signatories thereto, the
undersigned hereby irrevocably appoints Ira B. Lampert, or his nominee
("Lampert"), with full power of substitution, as proxy for the undersigned, and
hereby authorizes Lampert to vote the shares of Common Stock of CONCORD CAMERA
CORP. (the "Company") registered in the name of the undersigned specified below,
at any meeting of the stockholders of the Company, and to execute a consent with
respect to such shares, as to any and all matters upon which action is to be
taken or consent is to be given by the stockholders of the Company, in such
manner as may be determined from time to time by the holders of a majority of
the shares of Common Stock of the Company governed by such Voting Agreement (it
being understood that the certification by Mr. Lampert as to the determination
of such holders shall be conclusive evidence of the determination thereof for
all purposes hereunder).
This Irrevocable Proxy shall be deemed to be coupled with an
interest in favor of Lampert and, as such, shall be irrevocable and shall
survive the death, bankruptcy, incompetency or dissolution of the undersigned.
Dated: November 7, 1995
SHARES OF COMMON STOCK Name: Gary M. Simon
COVERED BY THIS
IRREVOCABLE PROXY: /s/ Gary M. Simon
Signature
25,000
Address: 23 Lotus Street
Cedarhurst, New York 11516
Home Telephone: (516) 569-1536
Business Telephone: (908) 499-8280
F:\GROUP\EDGAR\13D97\EXHIBITE.13D
VOTING AGREEMENT MAY 7, 1996
<PAGE>
IRREVOCABLE PROXY
Pursuant to a certain Voting Agreement dated as of the date
hereof among Ira B. Lampert and certain other signatories thereto, the
undersigned hereby irrevocably appoints Ira B. Lampert, or his nominee
("Lampert"), with full power of substitution, as proxy for the undersigned, and
hereby authorizes Lampert to vote the shares of Common Stock of CONCORD CAMERA
CORP. (the "Company") registered in the name of the undersigned specified below,
at any meeting of the stockholders of the Company, and to execute a consent with
respect to such shares, as to any and all matters upon which action is to be
taken or consent is to be given by the stockholders of the Company, in such
manner as may be determined from time to time by the holders of a majority of
the shares of Common Stock of the Company governed by such Voting Agreement (it
being understood that the certification by Mr. Lampert as to the determination
of such holders shall be conclusive evidence of the determination thereof for
all purposes hereunder).
This Irrevocable Proxy shall be deemed to be coupled with an
interest in favor of Lampert and, as such, shall be irrevocable and shall
survive the death, bankruptcy, incompetency or dissolution of the undersigned.
Dated: November 7, 1995
SHARES OF COMMON STOCK Name: Steve Jackel
COVERED BY THIS
IRREVOCABLE PROXY: /s/ Steve Jackel
Signature
100,000
Address: 150 East 61st
New York, New York 10021
Home Telephone: (212) 371-9717
Business Telephone: (908) 499-8280
F:\GROUP\EDGAR\13D97\EXHIBITE.13D
VOTING AGREEMENT MAY 7, 1996
<PAGE>
IRREVOCABLE PROXY
Pursuant to a certain Voting Agreement dated as of the date
hereof among Ira B. Lampert and certain other signatories thereto, the
undersigned hereby irrevocably appoints Ira B. Lampert, or his nominee
("Lampert"), with full power of substitution, as proxy for the undersigned, and
hereby authorizes Lampert to vote the shares of Common Stock of CONCORD CAMERA
CORP. (the "Company") registered in the name of the undersigned specified below,
at any meeting of the stockholders of the Company, and to execute a consent with
respect to such shares, as to any and all matters upon which action is to be
taken or consent is to be given by the stockholders of the Company, in such
manner as may be determined from time to time by the holders of a majority of
the shares of Common Stock of the Company governed by such Voting Agreement (it
being understood that the certification by Mr. Lampert as to the determination
of such holders shall be conclusive evidence of the determination thereof for
all purposes hereunder).
This Irrevocable Proxy shall be deemed to be coupled with an
interest in favor of Lampert and, as such, shall be irrevocable and shall
survive the death, bankruptcy, incompetency or dissolution of the undersigned.
Dated: November 7, 1995
SHARES OF COMMON STOCK Name: Art Zawodny
COVERED BY THIS
IRREVOCABLE PROXY: /s/ Art Zawodny
Signature
7,000
Address: 1343 Wayne Street
Easton, Pennsylvania 18042
Home Telephone:
Business Telephone: (908) 499-8280
F:\GROUP\EDGAR\13D97\EXHIBITE.13D
VOTING AGREEMENT MAY 7, 1996
AMENDED AND RESTATED VOTING AGREEMENT
Amended and Restated Voting Agreement, dated February 28,
1997, among the parties signatory hereto (the "Participants"), which amends and
restates that certain voting agreement among the Participants (the "Agreement").
Pursuant to the terms of the Agreement, the Participants
provided for coordinated voting of (i) shares of Concord Camera Corp.'s, a New
Jersey corporation (the "Company"), Common Stock ("Common Stock") purchased by
the Participants from the Company concurrently with the execution of the
Agreement, and (ii) additional shares of Common Stock to be issued to the
Participants upon the occurrence of certain events (the "Restricted Stock").
Concurrently with the execution hereof, each of the Participants have entered
into agreements with the Company whereby the Company is being relieved of its
obligation to issue the Restricted Stock and is granting to each of the
Participants options to purchase shares of Common Stock instead (the "Option
Shares").
The Participants desire to provide for coordinated voting of
such Common Stock.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants hereinafter contained, the Participants hereby agree as
follows:
1. All capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to them in the Agreement.
2. Each of the Participants shall, at all times hereafter, for
all matters in which shares of Common Stock are voting (or consent is given with
respect to such shares), vote all of the Shares (as hereinafter defined) owned
beneficially or of record by such Participant (or by members of such
Participant's immediate family or trusts for the benefit thereof) or consent
with respect to all of such Shares, as the case may be, as the Participants
holding a majority of all of the Shares may determine in their sole discretion.
As used herein, the term "Shares" means all of the shares of
Common Stock acquired by the Participants concurrently with the execution of the
Agreement and all the Option Shares, provided, that such shares shall cease to
constitute "Shares" at such time as they are no longer held beneficially or of
record by the Participants, their estates, members of their immediate families
or trusts for the benefit of any members of their immediate families.
3. To effect the foregoing, (i) each of the Participants is
delivering to Ira B. Lampert ("Lampert") an irrevocable proxy in the form
attached hereto which shall supersede the irrevocable proxy delivered by each of
the Participants to Lampert in connection with the Agreement, and (ii) each of
Participants agrees that prior to any transfer by such Participant of Shares to
any member of his immediate family or any trust for the benefit of any thereof,
such Participant shall cause the transferee (A) to agree in writing with Lampert
to be bound by the
F:\GROUP\EDGAR\13D97\EXHIBITF.13D
AMENDED AND RESTATED VOTING K FEB. 28, 1997
1
<PAGE>
provisions of this Agreement with the same force and effect as if such
transferee were an original party hereto, and (B) in furtherance of and without
limitation of the foregoing, to execute and deliver to Lampert an irrevocable
proxy in the form attached hereto. Each proxy granted by any Participant or
transferee pursuant to this Section 3 shall be deemed to be coupled with an
interest in favor of Lampert and his substitutes and, as such, shall be
irrevocable and shall survive the death, bankruptcy, incompetency or dissolution
of such Participant or transferee.
4. Any certificate representing the Shares shall be legended
substantially as follows:
"The shares represented by this certificate are
subject to a certain voting agreement dated as of August 31,
1995, as amended, and an irrevocable proxy, a copy of each of
which is on file at the principal office of the Company. The
holder of this certificate, by his acceptance hereof, agrees
to be bound by all the terms of such agreement, as the same is
in effect from time to time."
5. The legend provided for in Section 4 shall be removed from
any certificate at such time as the shares represented thereby no longer
constitute Shares under Section 2.
6. The parties acknowledge that, by virtue of the Agreement,
they have formed a "group" for purposes of Section 13(d) of the Securities
Exchange Act of 1934. In that connection, each of the Participants shall provide
to Lampert such information, cooperation and other assistance as he may require
so as to enable him to make, on behalf of such group, any and all filings on
Schedule 13D required to be made by such group with the Securities and Exchange
Commission (including all necessary amendments). Each such Participant shall
timely execute such filings if and to the extent required. Each of the
Participants shall immediately inform Lampert of any sale or other disposition
of Shares by such Participant or any other information of the nature required to
be disclosed in any such Schedule 13D.
7. Each of the Participants shall hereafter, at the reasonable
request of Lampert, execute and deliver such other instruments and agreements,
and do such further acts and things, as may be necessary or expedient to carry
out the provisions of this Agreement.
8. Lampert reserves the right in his sole discretion at any
time hereafter to terminate this Agreement and all irrevocable proxies granted
to him hereunder.
9. This Agreement shall be binding on the parties hereto and
their respective personal representatives, heirs, successors and assigns.
10. This Agreement shall amend and restate in its entirety the
Agreement and shall be effective as of December 22, 1996.
F:\GROUP\EDGAR\13D97\EXHIBITF.13D
AMENDED AND RESTATED VOTING K FEB. 28, 1997
2
<PAGE>
11. This Agreement shall be governed and construed in
accordance with the laws of the State of New Jersey without regard to the
conflicts of law principles thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
Name: Ira B. Lampert Name: Steve Jackel
/s/ Ira B. Lampert /s/ Steve Jackel
Signature Signature
Name: Eli Shoer Name: Gary M. Simon
/s/ Eli Shoer /s/ Gary M. Simon
Signature Signature
Name: Arthur Zawodny Name: Lawrence Pesin
/s/ Arthur Zawodny /s/ Lawrence Pesin
Signature Signature
Name: Brian King
/s/ Brian King
Signature
F:\GROUP\EDGAR\13D97\EXHIBITF.13D
AMENDED AND RESTATED VOTING K FEB. 28, 1997
3
<PAGE>
IRREVOCABLE PROXY
Pursuant to a certain Amended and Restated Voting Agreement,
dated as of the date hereof, among Ira B. Lampert and certain other signatories
thereto, the undersigned hereby irrevocably appoints Ira B. Lampert, or his
nominee ("Lampert"), with full power of substitution, as proxy for the
undersigned, and hereby authorizes Lampert to vote the shares of Common Stock of
CONCORD CAMERA CORP. (the "Company") specified below and registered or to be
registered in the name of the undersigned, at any meeting of the stockholders of
the Company, and to execute a consent with respect to such shares, as to any and
all matters upon which action is to be taken or consent is to be given by the
stockholders of the Company, in such manner as may be determined from time to
time by the holders of a majority of shares of Common Stock of the Company
governed by such Amended and Restated Voting Agreement (it being understood that
the certification by Lampert as to the determination of such holders shall be
conclusive evidence of the determination thereof for all purposes hereunder).
This Irrevocable Proxy shall be deemed to be coupled with an
interest in favor of Lampert and, as such, shall be irrevocable and shall
survive the death, bankruptcy, incompetency or dissolution of the undersigned.
Dated: As of December 22, 1996
SHARES OF COMMON STOCK Name: Ira B. Lampert
COVERED BY THIS
IRREVOCABLE PROXY:
/s/ Ira B. Lampert
245,000 Signature
SHARES OF COMMON STOCK Address: c/o 35 Mileed Way,
UNDERLYING OPTIONS Avenel, New Jersey 07001
GRANTED BY THE COMPANY
AND COVERED BY THIS
IRREVOCABLE PROXY: Home Telephone: (212) 759-3331
Business Telephone: (908) 499-8280
245,000
F:/GROUP/EDGAR/13D97/EXHIBITF.13D
AMENDED AND RESTATED VOTING K FEB. 28, 1997
<PAGE>
IRREVOCABLE PROXY
Pursuant to a certain Amended and Restated Voting Agreement,
dated as of the date hereof, among Ira B. Lampert and certain other signatories
thereto, the undersigned hereby irrevocably appoints Ira B. Lampert, or his
nominee ("Lampert"), with full power of substitution, as proxy for the
undersigned, and hereby authorizes Lampert to vote the shares of Common Stock of
CONCORD CAMERA CORP. (the "Company") specified below and registered or to be
registered in the name of the undersigned, at any meeting of the stockholders of
the Company, and to execute a consent with respect to such shares, as to any and
all matters upon which action is to be taken or consent is to be given by the
stockholders of the Company, in such manner as may be determined from time to
time by the holders of a majority of shares of Common Stock of the Company
governed by such Amended and Restated Voting Agreement (it being understood that
the certification by Lampert as to the determination of such holders shall be
conclusive evidence of the determination thereof for all purposes hereunder).
This Irrevocable Proxy shall be deemed to be coupled with an
interest in favor of Lampert and, as such, shall be irrevocable and shall
survive the death, bankruptcy, incompetency or dissolution of the undersigned.
Dated: As of December 22, 1996
SHARES OF COMMON STOCK Name: Eli Shoer
COVERED BY THIS
IRREVOCABLE PROXY:
/s/ Eli Shoer
10,000 Signature
SHARES OF COMMON STOCK Address: 4 Ross Avenue,
UNDERLYING OPTIONS Spring Valley, New York 10977
GRANTED BY THE COMPANY
AND COVERED BY THIS
IRREVOCABLE PROXY: Home Telephone: (914) 623-2388
Business Telephone: (908) 499-8280
10,000
F:\GROUP\EDGAR\13D97\EXHIBITF.13D
AMENDED AND RESTATED VOTING K FEB. 28, 1997
<PAGE>
IRREVOCABLE PROXY
Pursuant to a certain Amended and Restated Voting Agreement,
dated as of the date hereof, among Ira B. Lampert and certain other signatories
thereto, the undersigned hereby irrevocably appoints Ira B. Lampert, or his
nominee ("Lampert"), with full power of substitution, as proxy for the
undersigned, and hereby authorizes Lampert to vote the shares of Common Stock of
CONCORD CAMERA CORP. (the "Company") specified below and registered or to be
registered in the name of the undersigned, at any meeting of the stockholders of
the Company, and to execute a consent with respect to such shares, as to any and
all matters upon which action is to be taken or consent is to be given by the
stockholders of the Company, in such manner as may be determined from time to
time by the holders of a majority of shares of Common Stock of the Company
governed by such Amended and Restated Voting Agreement (it being understood that
the certification by Lampert as to the determination of such holders shall be
conclusive evidence of the determination thereof for all purposes hereunder).
This Irrevocable Proxy shall be deemed to be coupled with an
interest in favor of Lampert and, as such, shall be irrevocable and shall
survive the death, bankruptcy, incompetency or dissolution of the undersigned.
Dated: As of December 22, 1996
SHARES OF COMMON STOCK Name: Gary M. Simon
COVERED BY THIS
IRREVOCABLE PROXY:
/s/ Gary M. Simon
25,000 Signature
SHARES OF COMMON STOCK Address: 23 Lotus Street,
Cedarhurst, New York, 11516
UNDERLYING OPTIONS
GRANTED BY THE COMPANY
AND COVERED BY THIS
IRREVOCABLE PROXY: Home Telephone: (516) 569-1536
Business Telephone: (908) 499-8280
25,000
F:\GROUP\EDGAR\13D97\EXHIBITF.13D
AMENDED AND RESTATED VOTING K FEB. 28, 1997
<PAGE>
IRREVOCABLE PROXY
Pursuant to a certain Amended and Restated Voting Agreement,
dated as of the date hereof, among Ira B. Lampert and certain other signatories
thereto, the undersigned hereby irrevocably appoints Ira B. Lampert, or his
nominee ("Lampert"), with full power of substitution, as proxy for the
undersigned, and hereby authorizes Lampert to vote the shares of Common Stock of
CONCORD CAMERA CORP. (the "Company") specified below and registered or to be
registered in the name of the undersigned, at any meeting of the stockholders of
the Company, and to execute a consent with respect to such shares, as to any and
all matters upon which action is to be taken or consent is to be given by the
stockholders of the Company, in such manner as may be determined from time to
time by the holders of a majority of shares of Common Stock of the Company
governed by such Amended and Restated Voting Agreement (it being understood that
the certification by Lampert as to the determination of such holders shall be
conclusive evidence of the determination thereof for all purposes hereunder).
This Irrevocable Proxy shall be deemed to be coupled with an
interest in favor of Lampert and, as such, shall be irrevocable and shall
survive the death, bankruptcy, incompetency or dissolution of the undersigned.
Dated: As of December 22, 1996
SHARES OF COMMON STOCK Name: Steve Jackel
COVERED BY THIS
IRREVOCABLE PROXY:
/s/ Steve Jackel
100,000 Signature
SHARES OF COMMON STOCK Address: 150 East 61st Street,
UNDERLYING OPTIONS New York, New York 10021
GRANTED BY THE COMPANY
AND COVERED BY THIS
IRREVOCABLE PROXY: Home Telephone: (212) 371-9717
Business Telephone: (908) 499-8280
100,000
F:\GROUP\EDGAR\13D97\EXHIBITF.13D
AMENDED AND RESTATED VOTING K FEB. 28, 1997
<PAGE>
IRREVOCABLE PROXY
Pursuant to a certain Amended and Restated Voting Agreement,
dated as of the date hereof, among Ira B. Lampert and certain other signatories
thereto, the undersigned hereby irrevocably appoints Ira B. Lampert, or his
nominee ("Lampert"), with full power of substitution, as proxy for the
undersigned, and hereby authorizes Lampert to vote the shares of Common Stock of
CONCORD CAMERA CORP. (the "Company") specified below and registered or to be
registered in the name of the undersigned, at any meeting of the stockholders of
the Company, and to execute a consent with respect to such shares, as to any and
all matters upon which action is to be taken or consent is to be given by the
stockholders of the Company, in such manner as may be determined from time to
time by the holders of a majority of shares of Common Stock of the Company
governed by such Amended and Restated Voting Agreement (it being understood that
the certification by Lampert as to the determination of such holders shall be
conclusive evidence of the determination thereof for all purposes hereunder).
This Irrevocable Proxy shall be deemed to be coupled with an
interest in favor of Lampert and, as such, shall be irrevocable and shall
survive the death, bankruptcy, incompetency or dissolution of the undersigned.
Dated: As of December 22, 1996
SHARES OF COMMON STOCK Name: Brian King
COVERED BY THIS
IRREVOCABLE PROXY:
/s/ Brian King
27,500 Signature
SHARES OF COMMON STOCK Address c/o Concord Camera Corp.,
35 Mileed Way,
UNDERLYING OPTIONS Avenel, New Jersey 07001-2402
GRANTED BY THE COMPANY Business Telephone: (908) 499-8280
AND COVERED BY THIS
IRREVOCABLE PROXY:
27,500
F:\GROUP\EDGAR\13D97\EXHIBITF.13D
AMENDED AND RESTATED VOTING K FEB. 28, 1997
<PAGE>
IRREVOCABLE PROXY
Pursuant to a certain Amended and Restated Voting Agreement,
dated as of the date hereof, among Ira B. Lampert and certain other signatories
thereto, the undersigned hereby irrevocably appoints Ira B. Lampert, or his
nominee ("Lampert"), with full power of substitution, as proxy for the
undersigned, and hereby authorizes Lampert to vote the shares of Common Stock of
CONCORD CAMERA CORP. (the "Company") specified below and registered or to be
registered in the name of the undersigned, at any meeting of the stockholders of
the Company, and to execute a consent with respect to such shares, as to any and
all matters upon which action is to be taken or consent is to be given by the
stockholders of the Company, in such manner as may be determined from time to
time by the holders of a majority of shares of Common Stock of the Company
governed by such Amended and Restated Voting Agreement (it being understood that
the certification by Lampert as to the determination of such holders shall be
conclusive evidence of the determination thereof for all purposes hereunder).
This Irrevocable Proxy shall be deemed to be coupled with an
interest in favor of Lampert and, as such, shall be irrevocable and shall
survive the death, bankruptcy, incompetency or dissolution of the undersigned.
Dated: As of December 22, 1996
SHARES OF COMMON STOCK Name: Lawrence Pesin
COVERED BY THIS
IRREVOCABLE PROXY:
/s/ Lawrence Pesin
27,500 Signature
SHARES OF COMMON STOCK Address c/o Concord Camera Corp.,
35 Mileed Way, Avenel,
UNDERLYING OPTIONS Avenel, New Jersey 07001-2402
GRANTED BY THE COMPANY Business Telephone: (908) 499-8280
AND COVERED BY THIS
IRREVOCABLE PROXY:
27,500
F:\GROUP\EDGAR\13D97\EXHIBITF.13D
AMENDED AND RESTATED VOTING K FEB. 28, 1997
<PAGE>
IRREVOCABLE PROXY
Pursuant to a certain Amended and Restated Voting Agreement,
dated as of the date hereof, among Ira B. Lampert and certain other signatories
thereto, the undersigned hereby irrevocably appoints Ira B. Lampert, or his
nominee ("Lampert"), with full power of substitution, as proxy for the
undersigned, and hereby authorizes Lampert to vote the shares of Common Stock of
CONCORD CAMERA CORP. (the "Company") specified below and registered or to be
registered in the name of the undersigned, at any meeting of the stockholders of
the Company, and to execute a consent with respect to such shares, as to any and
all matters upon which action is to be taken or consent is to be given by the
stockholders of the Company, in such manner as may be determined from time to
time by the holders of a majority of shares of Common Stock of the Company
governed by such Amended and Restated Voting Agreement (it being understood that
the certification by Lampert as to the determination of such holders shall be
conclusive evidence of the determination thereof for all purposes hereunder).
This Irrevocable Proxy shall be deemed to be coupled with an
interest in favor of Lampert and, as such, shall be irrevocable and shall
survive the death, bankruptcy, incompetency or dissolution of the undersigned.
Dated: As of December 22, 1996
SHARES OF COMMON STOCK Name: Art Zawodny
COVERED BY THIS
IRREVOCABLE PROXY:
/s/ Art Zawodny
7,000 Signature
SHARES OF COMMON STOCK Address: 1343 Wayne Street,
UNDERLYING OPTIONS Easton, Pennsylvania 18042
GRANTED BY THE COMPANY
AND COVERED BY THIS
IRREVOCABLE PROXY: Home Telephone:
Business Telephone: (908) 499-8280
7,000
F:\GROUP\EDGAR\13D97\EXHIBITF.13D
AMENDED AND RESTATED VOTING K FEB. 28, 1997
SECURED PROMISSORY NOTE
$147,812.50 May 7, 1996
FOR VALUE RECEIVED, Lawrence Pesin ("Obligor") hereby promises
to pay to the order of CONCORD CAMERA CORP., a New Jersey corporation (the
"Company"), in lawful money of the United States in immediately available funds,
at 35 Mileed Way, Avenel, New Jersey 07001, or at such other place as the
Company or any holder hereof may from time to time designate, the principal sum
of one hundred forty seven thousand eight hundred twelve dollars and fifty cents
($147,812.50), on November 6, 2000 (or earlier as hereinafter provided), and to
pay interest at such office or place from the date hereof on the unpaid
principal balance hereof (calculated on the basis of a 365-day year and actual
days elapsed) at the rate of six percent (6%) per annum, payable on November 6,
1997 and annually in arrears on each anniversary of the November 6th date
hereof, until such unpaid principal balance shall be due and payable (whether at
maturity, by acceleration or otherwise), and thereafter, on demand. In no event
shall the rate of interest hereunder exceed the maximum interest rate permitted
by applicable law.
Interest on this Note shall be payable in cash, except that so
long as Obligor remains an employee of the Company or any subsidiary thereof or
performs consulting activities for any thereof, Obligor may apply the shares of
the Company's Common Stock pledged to the Company as provided below in payment
of interest, by delivering to the Company a letter in form and substance
reasonably satisfactory to the Company instructing it to apply the requisite
number of such shares to the payment of such interest (whereupon the number of
shares required for such payment shall be cancelled), it being understood that
for this purpose such shares shall be valued at the Fair Market Value thereof on
the date on which such letter is so delivered to the Company. For the purposes
hereof, the "Fair Market Value" per share of Common Stock of the Company
("Common Stock") on any date means the average of the closing prices for the
Common Stock for the five consecutive trading days immediately preceding such
date. The closing price for the Common Stock on any date shall be the closing
price thereof officially reported on that date (or if there were no sales on
that date, on the next preceding date on which such closing price was recorded)
by the principal national securities exchange on which the Common Stock is
listed or admitted to trading, or if the Common Stock is not listed or admitted
to trading on any such national securities exchange, the closing price as
furnished by the National Association of Securities Dealers through NASDAQ or a
similar organization if NASDAQ is no longer reporting such information, or, if
the Common Stock is not reported on NASDAQ, as determined in good faith by
resolution of the Board of Directors of the Company (whose determination shall
be conclusive), based on the best information available to it.
Pursuant to an Agreement dated as of the date hereof (the "Agreement")
F:\GROUP\EDGAR\13D97\EXHIBITG.13D
ORIGINAL PROMISSORY NOTE MAY 7, 1996
1
<PAGE>
between the Company and Obligor, concurrently with the execution hereof, the
Company has issued to Obligor the shares of Common Stock listed on Schedule A
hereto (the "Shares") and Obligor has paid the purchase price for the Shares by
delivering to the Company this Note.
To secure the complete and timely performance by Obligor of
Obligor's obligations under this Note, Obligor hereby pledges to the Company,
and grants to the Company a security interest in, the Shares. To perfect such
pledge, the Shares, as evidenced by a properly issued and countersigned stock
certificate therefor and accompanied by a duly executed stock power therefor
endorsed in blank, are being delivered to the Company simultaneously herewith,
and receipt thereof by the Company is hereby acknowledged. The term "Pledged
Securities," as used herein, means the shares, certificate and stock power so
delivered, plus any additional money, property or securities delivered to or
otherwise held by the Company as additional security pursuant to the provisions
of this Note. Obligor does hereby create a further such security interest in all
dividends and distributions that may hereafter be declared or paid upon the
Pledged Securities as well as any securities issued in subdivision or
combination thereof, or in substitution therefor, to be received by the Company
and held as additional security for Obligor's obligations under this Note.
Obligor shall forthwith deliver to the Company any and all of such dividends,
distributions and securities that may be at any time received by the Company
(and the Company is authorized to retain the same), to be held by the Company as
though the same were Pledged Securities, in accordance with the terms of this
Note. Any cash received and retained by the Company as additional security
hereunder pursuant to the foregoing provisions may at any time and from time to
time be applied (in whole or in part) by the Company, at the Company's option,
to the payment of interest on and/or principal of this Note (as the Company
shall in its sole discretion determine).
Obligor represents and warrants to the Company that Obligor
has, and will have while the Pledged Securities are on deposit with the Company
hereunder, good title to all of the Pledged Securities, free and clear of all
claims, mortgages, pledges, liens, encumbrances and security interests of every
nature whatsoever (except as provided herein); provided, however, that, (i) in
the event of any sale of Pledged Securities pursuant to the express terms and
conditions of Section 1(b) of the Agreement, Company shall release such Pledged
Securities from the security interest granted hereby and the same shall cease to
be Pledged Securities for all purposes hereunder and (ii) in the event of any
voluntary prepayment by Obligor of all or any portion of the principal of this
Note, Company shall release that number of the Pledged Securities (rounded to
the nearest whole share) as shall equal the principal amount so prepaid divided
by $5.375.
So long as the Pledged Securities are on deposit with the
Company hereunder, Obligor shall be entitled to exercise, as Obligor shall think
fit, but in a manner not inconsistent with the terms of this Note, the voting
power with respect to the Pledged Securities, subject to the terms of the Voting
Agreement (as defined in the Agreement).
F:\GROUP\EDGAR\13D97\EXHIBITG.13D
ORIGINAL PROMISSORY NOTE MAY 7, 1996
2
<PAGE>
Obligor hereby appoints the Company as Obligor's
attorney-in-fact for the purpose of carrying out the provisions of this
Agreement and taking any action and executing any instrument which either may
deem necessary or advisable to accomplish the purposes hereof. Without limiting
the generality of the foregoing, the Company shall have the right and power to
receive, endorse and collect all checks and other orders for the payment of
money made payable to Obligor representing any interest or dividend or other
distribution payable in respect of the Pledged Securities or any part thereof
and to give full discharge for the same.
Notwithstanding anything to the contrary contained herein, if
Obligor ceases to be an employee of the Company or any subsidiary thereof or
cease to be engaged in consulting activities for any thereof, all amounts owing
under this Note shall thereupon become and be immediately due and payable.
If (i) Obligor shall fail to make any payment hereunder on or
prior to the date on which such payment is due (including pursuant to the
immediately preceding paragraph), (ii) Obligor shall die, (iii) Obligor shall
(A) be generally not paying his or her debts as they become due, (B) file,
consent by answer or otherwise to the filing against it of, default with respect
to, or not timely controvert, a petition for relief or reorganization or
arrangement or any other petition in bankruptcy, for liquidation or to take
advantage of any bankruptcy or insolvency law of any jurisdiction, (C) make an
assignment for the benefit of Obligor's creditors, (D) be adjudicated insolvent;
or (E) take action for the purpose of any of the foregoing, or (iv) a court or
governmental authority of competent jurisdiction shall enter an order appointing
a custodian, receiver, trustee or other officer with similar powers with respect
to Obligor or with respect to any substantial part of Obligor's property, or an
order for relief shall be entered in any case or proceeding for liquidation or
reorganization or otherwise to take advantage of any bankruptcy or insolvency
law of any jurisdiction, or ordering the dissolution, winding-up or liquidation
of Obligor, or any petition for any such relief shall be filed against Obligor
and such petition shall not be dismissed within 60 days -- then and in any such
event (each such event referred to in this paragraph being referred to herein as
an "Event of Default"), in addition to all rights and remedies of the Company
under applicable law and otherwise, all such rights and remedies being
cumulative, not exclusive and enforceable alternatively, successively and
concurrently, the Company may, at its option, declare all amounts owing under
this Note to be due and payable, whereupon the maturity of this Note shall be
accelerated and all amounts owing hereunder shall forthwith become and be
immediately due and payable.
If an Event of Default shall occur and be continuing (without
waiver), then, and in any such event, the Company shall be entitled to exercise
any and all rights and remedies with respect to the Pledged Securities or any
part thereof as are provided by the Uniform Commercial Code of the State of New
Jersey or other applicable law. In furtherance of and without limiting the
foregoing, in such event the Company shall be entitled, at its option and upon
five days' prior notice to Obligor, to apply all or any part of the Pledged
Securities in
F:\GROUP\EDGAR\13D97\EXHIBITG.13D
ORIGINAL PROMISSORY NOTE MAY 7, 1996
3
<PAGE>
satisfaction of amounts due under this Note, by cancelling the Pledged
Securities applied to the payment thereof (and for the purposes hereof the
Pledged Securities shall be valued at the Fair Market Value thereof on
the date of payment). Obligor recognizes that the Company would be unable to
effect a public sale of all or a part of the Pledged Securities absent
compliance with the Securities Act of 1933, as amended, as now or hereafter in
effect, and/or applicable Blue Sky or other state securities laws, as now or
hereafter in effect, and that compliance with the foregoing would subject
the Company to considerable expense. Accordingly, Obligor agrees that the
Company shall be deemed to have acted in a commercially reasonable manner by
cancelling Pledged Securities (in lieu of any sale thereof) as aforesaid in
satisfaction of amounts due under this Note.
Obligor and all endorsers, guarantors and sureties hereof
hereby severally waive diligence, demand, presentment, protest and notice of any
kind, and assent to extensions of the time of payment, release, surrender or
substitution of security, or forbearance or other indulgence, without notice.
Obligor may, at his or her option, at any time and from time
to time, prepay all or any part of the principal of this Note, without penalty
or premium (each such prepayment to be applied first to accrued interest and
then to principal).
This Note may not be changed, modified or terminated except by
an agreement in writing signed by the Company and Obligor.
Obligor agrees to pay all costs and expenses including
reasonable attorneys' fees, incurred by any holder of this Note in investigating
and enforcing any of such holder's rights and remedies following an event of
default hereunder, whether or not suit is instituted.
In the event of any litigation with respect to any of this
Note or the Collateral, Obligor waives the right to a trial by jury. Obligor
hereby irrevocably consents to the jurisdiction of the courts of the State of
New Jersey and of any federal court located in such State in connection with any
action or proceeding arising out of or relating to this Note of the Collateral.
Process in any such action or proceeding may be served on Obligor anywhere in
the world, whether within or without the State of New Jersey, by first class
certified or registered mail, postage prepaid, return receipt requested, or by
any other method allowed by law.
This Note shall be governed by New Jersey law without regard
to the conflicts of law principles thereof.
/s/ Lawrence Pesin
Obligor
F:\GROUP\EDGAR\13D97\EXHIBITG.13D
ORIGINAL PROMISSORY NOTE MAY 7, 1996
4
<PAGE>
SECURED PROMISSORY NOTE
$147,812.50 May 7, 1996
FOR VALUE RECEIVED, Brian King ("Obligor") hereby promises to
pay to the order of CONCORD CAMERA CORP., a New Jersey corporation (the
"Company"), in lawful money of the United States in immediately available funds,
at 35 Mileed Way, Avenel, New Jersey 07001, or at such other place as the
Company or any holder hereof may from time to time designate, the principal sum
of one hundred forty seven thousand eight hundred twelve dollars and fifty cents
($147,812.50), on November 6, 2000 (or earlier as hereinafter provided), and to
pay interest at such office or place from the date hereof on the unpaid
principal balance hereof (calculated on the basis of a 365-day year and actual
days elapsed) at the rate of six percent (6%) per annum, payable on November 6,
1997 and annually in arrears on each anniversary of the November 6th date
hereof, until such unpaid principal balance shall be due and payable (whether at
maturity, by acceleration or otherwise), and thereafter, on demand. In no event
shall the rate of interest hereunder exceed the maximum interest rate permitted
by applicable law.
Interest on this Note shall be payable in cash, except that so
long as Obligor remains an employee of the Company or any subsidiary thereof or
performs consulting activities for any thereof, Obligor may apply the shares of
the Company's Common Stock pledged to the Company as provided below in payment
of interest, by delivering to the Company a letter in form and substance
reasonably satisfactory to the Company instructing it to apply the requisite
number of such shares to the payment of such interest (whereupon the number of
shares required for such payment shall be cancelled), it being understood that
for this purpose such shares shall be valued at the Fair Market Value thereof on
the date on which such letter is so delivered to the Company. For the purposes
hereof, the "Fair Market Value" per share of Common Stock of the Company
("Common Stock") on any date means the average of the closing prices for the
Common Stock for the five consecutive trading days immediately preceding such
date. The closing price for the Common Stock on any date shall be the closing
price thereof officially reported on that date (or if there were no sales on
that date, on the next preceding date on which such closing price was recorded)
by the principal national securities exchange on which the Common Stock is
listed or admitted to trading, or if the Common Stock is not listed or admitted
to trading on any such national securities exchange, the closing price as
furnished by the National Association of Securities Dealers through NASDAQ or a
similar organization if NASDAQ is no longer reporting such information, or, if
the Common Stock is not reported on NASDAQ, as determined in good faith by
resolution of the Board of Directors of the Company (whose determination shall
be conclusive), based on the best information available to it.
F:\GROUP\EDGAR\13D97\EXHIBITG.13D
ORIGINAL PROMISSORY NOTE MAY 7, 1996
1
<PAGE>
Pursuant to an Agreement dated as of the date hereof (the
"Agreement") between the Company and Obligor, concurrently with the execution
hereof, the Company has issued to Obligor the shares of Common Stock listed on
Schedule A hereto (the "Shares") and Obligor has paid the purchase price for the
Shares by delivering to the Company this Note.
To secure the complete and timely performance by Obligor of
Obligor's obligations under this Note, Obligor hereby pledges to the Company,
and grants to the Company a security interest in, the Shares. To perfect such
pledge, the Shares, as evidenced by a properly issued and countersigned stock
certificate therefor and accompanied by a duly executed stock power therefor
endorsed in blank, are being delivered to the Company simultaneously herewith,
and receipt thereof by the Company is hereby acknowledged. The term "Pledged
Securities," as used herein, means the shares, certificate and stock power so
delivered, plus any additional money, property or securities delivered to or
otherwise held by the Company as additional security pursuant to the provisions
of this Note. Obligor does hereby create a further such security interest in all
dividends and distributions that may hereafter be declared or paid upon the
Pledged Securities as well as any securities issued in subdivision or
combination thereof, or in substitution therefor, to be received by the Company
and held as additional security for Obligor's obligations under this Note.
Obligor shall forthwith deliver to the Company any and all of such dividends,
distributions and securities that may be at any time received by the Company
(and the Company is authorized to retain the same), to be held by the Company as
though the same were Pledged Securities, in accordance with the terms of this
Note. Any cash received and retained by the Company as additional security
hereunder pursuant to the foregoing provisions may at any time and from time to
time be applied (in whole or in part) by the Company, at the Company's option,
to the payment of interest on and/or principal of this Note (as the Company
shall in its sole discretion determine).
Obligor represents and warrants to the Company that Obligor
has, and will have while the Pledged Securities are on deposit with the Company
hereunder, good title to all of the Pledged Securities, free and clear of all
claims, mortgages, pledges, liens, encumbrances and security interests of every
nature whatsoever (except as provided herein); provided, however, that, (i) in
the event of any sale of Pledged Securities pursuant to the express terms and
conditions of Section 1(b) of the Agreement, Company shall release such Pledged
Securities from the security interest granted hereby and the same shall cease to
be Pledged Securities for all purposes hereunder and (ii) in the event of any
voluntary prepayment by Obligor of all or any portion of the principal of this
Note, Company shall release that number of the Pledged Securities (rounded to
the nearest whole share) as shall equal the principal amount so prepaid divided
by $5.375.
So long as the Pledged Securities are on deposit with the
Company hereunder, Obligor shall be entitled to exercise, as Obligor shall think
fit, but in a manner not inconsistent with the terms of this Note, the voting
power with respect to the Pledged Securities, subject to
F:\GROUP\EDGAR\13D97\EXHIBITG.13D
ORIGINAL PROMISSORY NOTE MAY 7, 1996
2
<PAGE>
the terms of the Voting Agreement (as defined in the Agreement).
Obligor hereby appoints the Company as Obligor's
attorney-in-fact for the purpose of carrying out the provisions of this
Agreement and taking any action and executing any instrument which either may
deem necessary or advisable to accomplish the purposes hereof. Without limiting
the generality of the foregoing, the Company shall have the right and power to
receive, endorse and collect all checks and other orders for the payment of
money made payable to Obligor representing any interest or dividend or other
distribution payable in respect of the Pledged Securities or any part thereof
and to give full discharge for the same.
Notwithstanding anything to the contrary contained herein, if
Obligor ceases to be an employee of the Company or any subsidiary thereof or
cease to be engaged in consulting activities for any thereof, all amounts owing
under this Note shall thereupon become and be immediately due and payable.
If (i) Obligor shall fail to make any payment hereunder on or
prior to the date on which such payment is due (including pursuant to the
immediately preceding paragraph), (ii) Obligor shall die, (iii) Obligor shall
(A) be generally not paying his or her debts as they become due, (B) file,
consent by answer or otherwise to the filing against it of, default with respect
to, or not timely controvert, a petition for relief or reorganization or
arrangement or any other petition in bankruptcy, for liquidation or to take
advantage of any bankruptcy or insolvency law of any jurisdiction, (C) make an
assignment for the benefit of Obligor's creditors, (D) be adjudicated insolvent;
or (E) take action for the purpose of any of the foregoing, or (iv) a court or
governmental authority of competent jurisdiction shall enter an order appointing
a custodian, receiver, trustee or other officer with similar powers with respect
to Obligor or with respect to any substantial part of Obligor's property, or an
order for relief shall be entered in any case or proceeding for liquidation or
reorganization or otherwise to take advantage of any bankruptcy or insolvency
law of any jurisdiction, or ordering the dissolution, winding-up or liquidation
of Obligor, or any petition for any such relief shall be filed against Obligor
and such petition shall not be dismissed within 60 days -- then and in any such
event (each such event referred to in this paragraph being referred to herein as
an "Event of Default"), in addition to all rights and remedies of the Company
under applicable law and otherwise, all such rights and remedies being
cumulative, not exclusive and enforceable alternatively, successively and
concurrently, the Company may, at its option, declare all amounts owing under
this Note to be due and payable, whereupon the maturity of this Note shall be
accelerated and all amounts owing hereunder shall forthwith become and be
immediately due and payable.
If an Event of Default shall occur and be continuing (without
waiver), then, and in any such event, the Company shall be entitled to exercise
any and all rights and remedies with respect to the Pledged Securities or any
part thereof as are provided by the Uniform Commercial Code of the State of New
Jersey or other applicable law. In furtherance of and
F:\GROUP\EDGAR\13D97\EXHIBITG.13D
ORIGINAL PROMISSORY NOTE MAY 7, 1996
3
<PAGE>
without limiting the foregoing, in such event the Company shall be entitled, at
its option and upon five days' prior notice to Obligor, to apply all or any part
of the Pledged Securities in satisfaction of amounts due under this Note, by
cancelling the Pledged Securities applied to the payment thereof (and for the
purposes hereof the Pledged Securities shall be valued at the Fair Market Value
thereof on the date of payment). Obligor recognizes that the Company would be
unable to effect a public sale of all or a part of the Pledged Securities absent
compliance with the Securities Act of 1933, as amended, as now or hereafter in
effect, and/or applicable Blue Sky or other state securities laws, as now or
hereafter in effect, and that compliance with the foregoing would subject the
Company to considerable expense. Accordingly, Obligor agrees that the Company
shall be deemed to have acted in a commercially reasonable manner by cancelling
Pledged Securities (in lieu of any sale thereof) as aforesaid in satisfaction of
amounts due under this Note.
Obligor and all endorsers, guarantors and sureties hereof
hereby severally waive diligence, demand, presentment, protest and notice of any
kind, and assent to extensions of the time of payment, release, surrender or
substitution of security, or forbearance or other indulgence, without notice.
Obligor may, at his or her option, at any time and from time
to time, prepay all or any part of the principal of this Note, without penalty
or premium (each such prepayment to be applied first to accrued interest and
then to principal).
This Note may not be changed, modified or terminated except by
an agreement in writing signed by the Company and Obligor.
Obligor agrees to pay all costs and expenses including
reasonable attorneys' fees, incurred by any holder of this Note in investigating
and enforcing any of such holder's rights and remedies following an event of
default hereunder, whether or not suit is instituted.
In the event of any litigation with respect to any of this
Note or the Collateral, Obligor waives the right to a trial by jury. Obligor
hereby irrevocably consents to the jurisdiction of the courts of the State of
New Jersey and of any federal court located in such State in connection with any
action or proceeding arising out of or relating to this Note of the Collateral.
Process in any such action or proceeding may be served on Obligor anywhere in
the world, whether within or without the State of New Jersey, by first class
certified or registered mail, postage prepaid, return receipt requested, or by
any other method allowed by law.
This Note shall be governed by New Jersey law without regard
to the conflicts of law principles thereof.
/s/ Brian King
Obligor
F:\GROUP\EDGAR\13D97\EXHIBITG.13D
ORIGINAL PROMISSORY NOTE MAY 7, 1996
4
AMENDMENT TO SECURED PROMISSORY NOTE
Agreement dated as of May 7, 1996, between Concord Camera Corp.,
a New Jersey Corporation (the "Company"), and Ira B. Lampert.
Reference is made to the Secured Promissory Note between Ira
B. Lampert (the "Obligor") and the Company, dated November 7, 1995, (the
"Note"). Capitalized terms used herein and not otherwise defined herein have the
respective meanings ascribed to them in the Note.
The Company and the Obligor hereby agree as follows:
1. As of the date hereof, the unpaid principal balance of
the Note is reduced to one million three hundred sixteen thousand three hundred
seventy-five dollars ($1,316,375); and
2. Schedule A to the Note is deleted and replaced with
Schedule A attached hereto.
IN WITNESS WHEREOF, the parties hereto have executed this
agreement as of the date first above written.
Concord Camera Corp.
By: /s/ Steve Jackel
Name: Steve Jackel
Title: President & Chief Operating Officer
/s/ Ira B. Lampert
Obliger
F:\GROUP\EDGAR\13D97\EXHIBITH.13D
AMENDMENT TO PROMISSORY NOTE MAY 7, 1996
AMENDED AND RESTATED SECURED PROMISSORY NOTE
$1,612,500.00 As of November 7, 1995
FOR VALUE RECEIVED, Ira B. Lampert ("Obligor") hereby promises
to pay to the order of CONCORD CAMERA CORP., a New Jersey corporation (the
"Company"), in lawful money of the United States in immediately available funds,
at 35 Mileed Way, Avenel, New Jersey, 07001, or at such other place as the
Company or any holder hereof may from time to time designate, the principal sum
of One Million Six Hundred Twelve Thousand Five Hundred ($1,612,500.00), (as
such amount may be reduced as hereinafter provided) on the fifth anniversary of
the date hereof (or earlier as hereinafter provided), and to pay interest at
such office or place from the date hereof on the unpaid principal balance hereof
(calculated on the basis of a 365-day year and actual days elapsed) at the rate
of six percent (6%) per annum, payable annually in arrears on each anniversary
of the date hereof, until such unpaid principal balance shall be due and payable
(whether at maturity, by acceleration or otherwise), and thereafter, on demand.
In no event shall the rate of interest hereunder exceed the maximum interest
rate permitted by applicable law.
Notwithstanding anything to the contrary contained herein, as
of May 7, 1996, the principal amount outstanding hereunder is reduced to One
Million Three Hundred Sixteen Thousand Eight Hundred Seventy-Five Dollars
($1,316,875.00) (the "Reduced Principal Amount"), as a result of the repayment
of $295,625 of principal amount (the "Repaid Amount"); provided, however,
Obligor acknowledged that interest on the Repaid Amount from November 7, 1995 to
an including May 7, 1996 remains accrued and unpaid and shall remain payable in
accordance with this Note. From and after May 7, 1997, interest payable
hereunder shall be calculated upon the Reduced Principal Amount and shall
otherwise be payable in accordance with this Note.
Interest on this Note shall be payable in cash, except that so
long as Obligor remains an employee of the Company or any subsidiary thereof or
performs consulting activities for any thereof, Obligor may (i) apply the shares
of the Company's Common Stock pledged to the Company as provided below in
payment of interest, by delivering to the Company a letter in form and substance
reasonably satisfactory to the Company instructing it to apply the requisite
number of such shares to the payment of such interest (whereupon the number of
shares required for such payment shall be cancelled), it being understood that
for this purpose such shares shall be valued at the Fair Market Value (as
defined below) thereof on the date on which such letter is so delivered to the
Company, or (ii) deliver, as payment of interest, a secured promissory note
dated the date of payment of interest in the principal amount of such interest
payment and having substantially the same terms as this Note. Interest on this
Note may also be payable in any combination of cash, shares of the Company's
Common Stock or a secured promissory note, all on the terms described in the
preceding sentence. For the purposes hereof, the "Fair Market Value" per share
of Common Stock of the Company ("Common Stock") on any date means the average of
the closing prices for the Common Stock for the five consecutive trading days
immediately preceding such date. The closing price for
F:\GROUP\EDGAR\13D97\EXHIBITI.13D
NOTE AMENDMENT NOVEMBER 7, 1995
1
<PAGE>
the Common Stock on any date shall be the closing price thereof officially
reported on that date (or if there were no sales on that date, on the next
preceding date on which such closing price was recorded) by the principal
national securities exchange on which the Common Stock is listed or admitted to
trading, or if the Common Stock is not listed or admitted to trading on any such
national securities exchange, the closing price as furnished by the National
Association of Securities Dealers through NASDAQ or a similar organization if
NASDAQ is no longer reporting such information, or, if the Common Stock is not
reported on NASDAQ, as determined in good faith by resolution of the Board of
Directors of the Company (whose determination shall be conclusive), based on the
best information available to it.
This Note amends and restates in all respects that certain
secured promissory note, dated November 7, 1995, from Obligor to the Company in
the principal amount of $1,612,500.00, which was amended by an agreement, dated
as of May 7, 1996 between the Company and the Obligor (such Note, as amended,
the "Old Note"). Amounts outstanding under the Old Note on the date hereof shall
be evidenced by and repayable in accordance with this Note. Pursuant to an
Agreement, dated as of November 7, 1995 (the "Agreement"), between the Company
and Obligor, the Company issued to Obligor the shares of Common Stock listed on
Schedule A hereto (the "Shares") and Obligor paid the purchase price for the
Shares by delivering to the Company the Old Note.
To secure the complete and timely performance by Obligor of
Obligor's obligations under this Note, Obligor hereby pledges to the Company,
and grants to the Company a security interest in, the Shares. To perfect such
pledge, the Company will maintain possession of the Shares, as evidenced by a
properly issued and countersigned stock certificate therefor and accompanied by
a duly executed stock power therefor endorsed in blank, which have previously
been delivered to the Company in connection with the Old Note and the Company
hereby acknowledges possession of the Shares and stock powers. The term "Pledged
Securities," as used herein, means the shares, certificate and stock power so
delivered, plus any additional money, property or securities delivered to or
otherwise held by the Company as additional security pursuant to the provisions
of this Note. Obligor does hereby create a further such security interest in all
dividends and distributions that may hereafter be declared or paid upon the
Pledged Securities as well as any securities issued in subdivision or
combination thereof, or in substitution therefor, to be received by the Company
and held as additional security for Obligor's obligations under this Note.
Obligor shall forthwith deliver to the Company any and all of such dividends,
distributions and securities that may be at any time received by Obligor (and
the Company is authorized to retain the same), to be held by the Company as
though the same were Pledged Securities, in accordance with the terms of this
Note. Any cash received and retained by the Company as additional security
hereunder pursuant to the foregoing provisions may at any time and from time to
time be applied (in whole or in part) by the Company, at the Company's option,
to the payment of interest on and/or principal of this Note (as the Company
shall in its sold discretion determined).
Obligor represents and warrants to the Company that Obligor
has, and will have while the Pledged Securities are on deposit with the Company
hereunder, good title to all of the Pledged
F:\GROUP\EDGAR\13D97\EXHIBITI.13D
NOTE AMENDMENT NOVEMBER 7, 1995
2
<PAGE>
Securities, free and clear of all claims, mortgages, pledges, liens,
encumbrances and security interests of every nature whatsoever (except as
provided herein); provided, however, that, (i) in the event of any sale of
Pledged Securities pursuant to the express terms and conditions of Section 1(b)
of the Agreement as amended on the date hereof, Company shall release such
Pledged Securities from the security interest granted hereby and the same shall
cease to be Pledged Securities for all purposes hereunder, and (ii) in the event
of any voluntary prepayment by Obligor of all or any portion of the principal of
this Note, Company shall release that number of the Pledged Securities (rounded
to the nearest whole share) as shall equal the principal amount so prepaid
divided by $5.375.
So long as the Pledged Securities are on deposit with the
Company hereunder, Obligor shall be entitled to exercise, as Obligor shall think
fit, but in a manner not inconsistent with the terms of this Note, the voting
power with respect to the Pledged Securities, subject to the terms of the Voting
Agreement (as defined in the Agreement as amended on the date hereof).
Obligor hereby appoints the Company as Obligor's
attorney-in-fact for the purpose of carrying out the provisions of the Agreement
as amended on the date hereof and taking any action and executing any instrument
which either may deem necessary or advisable to accomplish the purposes hereof
or thereof. Without limiting the generality of the foregoing, the Company shall
have the right and power to receive, endorse and collect all checks and other
orders for the payment of money made payable to Obligor representing any
interest or dividend or other distribution payable in respect of the Pledged
Securities or any part thereof and to give full discharge for the same.
Notwithstanding anything to the contrary contained herein, if
Obligor ceases to be an employee of the Company or any subsidiary thereof or
ceases to be engaged in consulting activities for any thereof, all amounts owing
under this Note shall thereupon become and be immediately due and payable unless
the Company notifies the Purchaser otherwise.
If (i) Obligor shall fail to make any payment hereunder on or
prior to the date on which such payment is due (including pursuant to the
immediately preceding paragraph), (ii) Obligor shall die, (iii) Obligor shall
(A) be generally not paying his debts as they become due, (B) file, consent by
answer or otherwise to the filing against it of, default with respect to, or not
timely controvert, a petition for relief or reorganization or arrangement or any
other petition in bankruptcy, for liquidation or to take advantage of any
bankruptcy or insolvency law of any jurisdiction, (C) make an assignment for the
benefit of Obligor's creditors, (D) be adjudicated insolvent; or (E) take action
for the purpose of any of the foregoing, or (iv) a court or governmental
authority of competent jurisdiction shall enter an order appointing a custodian,
receiver, trustee or other officer with similar powers with respect to Obligor
or with respect to any substantial part of Obligor's property, or an order for
relief shall be entered in any case or proceeding for liquidation or
reorganization or otherwise to take advantage of any bankruptcy or insolvency
law of any jurisdiction, or ordering the dissolution, winding-up or liquidation
of Obligor, or any petition for any such relief shall be filed against Obligor
and such petition shall not be dismissed within 60 days -- then and in any such
event (each such event referred to in this paragraph being referred to herein as
an "Event of Default"), in addition to all rights and remedies of the Company
under applicable law and otherwise, all such
F:\GROUP\EDGAR\13D97\EXHIBITI.13D
NOTE AMENDMENT NOVEMBER 7, 1995
3
<PAGE>
rights and remedies being cumulative, not exclusive and enforceable
alternatively, successively and concurrently, the Company may, at its option,
declare all amounts owing under this Note to be due and payable, whereupon the
maturity of this Note shall be accelerated and all amounts owing hereunder shall
forthwith become and be immediately due and payable.
If an Event of Default shall occur and be continuing (without
waiver), then, and in any such event, the Company shall be entitled to exercise
any and all rights and remedies with respect to the Pledged Securities or any
part thereof as are provided by the Uniform Commercial Code of the State of New
Jersey, as now or hereafter in effect, or other applicable law. In furtherance
of and without limiting the foregoing, in such event the Company shall be
entitled, at its option and upon five days' prior notice to Obligor, to apply
all or any part of the Pledged Securities in satisfaction of amounts due under
this Note, by cancelling the Pledged Securities applied to the payment thereof
(and for the purposes hereof the Pledged Securities shall be valued at the Fair
Market Value thereof on the date of payment). Obligor recognizes that the
Company would be unable to effect a public sale of all or a part of the Pledged
Securities absent compliance with the Securities Act of 1933, as amended, as now
or hereafter in effect, and/or applicable Blue Sky or other state securities
laws, as now or hereafter in effect, and that compliance with the foregoing
would subject the Company to considerable expense. Accordingly, Obligor agrees
that the Company shall be deemed to have acted in a commercially reasonable
manner by cancelling Pledged Securities (in lieu of any sale thereof) as
aforesaid in satisfaction of amounts due under this Note.
Obligor and all endorsers, guarantors and sureties hereof
hereby severally waive diligence, demand, presentment, protest and notice of any
kind, and assent to extensions of the time of payment, release, surrender or
substitution of security, or forbearance or other indulgence, without notice.
Obligor may, at his or her option, at any time and from time
to time, prepay all or any part of the principal of this Note, without penalty
or premium (each such prepayment to be applied first to accrued interest and
then to principal).
This Note may not be changed, modified or terminated except by
an agreement in writing signed by the Company and Obligor.
Obligor agrees to pay all costs and expenses including
reasonable attorneys' fees, incurred by any holder of this Note in investigating
and enforcing any of such holder's rights and remedies following an Event of
Default hereunder, whether or not suit is instituted.
In the event of any litigation with respect to any of this
Note or the Collateral, Obligor waives the right to a trial by jury. Obligor
hereby irrevocably consents to the jurisdiction of the courts of the State of
New Jersey and of any federal court located in such State in connection with any
action or proceeding arising out of or relating to this Note or the Collateral.
Process in any such action or proceeding may be served on Obligor anywhere in
the world, whether within or without
F:\GROUP\EDGAR\13D97\EXHIBITI.13D
NOTE AMENDMENT NOVEMBER 7, 1995
4
<PAGE>
the State of New Jersey, by first class certified or registered mail, postage
prepaid, return receipt requested, or by any other method allowed by law.
This Note shall be governed by New Jersey law without regard
to the conflicts of law principles thereof.
/s/ Ira B. Lampert
Obligor
F:\GROUP\EDGAR\13D97\EXHIBITI.13D
NOTE AMENDMENT NOVEMBER 7, 1995
5
<PAGE>
SCHEDULE A TO AMENDED AND RESTATED SECURED PROMISSORY NOTE
PLEDGED SECURITIES
245,000 Shares No Par Value Concord Camera Corp. Common Stock
F:\GROUP\EDGAR\13D97\EXHIBITI.13D
NOTE AMENDMENT NOVEMBER 7, 1995
6
<PAGE>
AMENDED AND RESTATED SECURED PROMISSORY NOTE
$53,750.00 As of November 7, 1995
FOR VALUE RECEIVED, Eli Shoer ("Obligor") hereby promises to
pay to the order of CONCORD CAMERA CORP., a New Jersey corporation (the
"Company"), in lawful money of the United States in immediately available funds,
at 35 Mileed Way, Avenel, New Jersey, 07001, or at such other place as the
Company or any holder hereof may from time to time designate, the principal sum
of Fifty-Three Thousand Seven-Hundred Fifty Dollars ($53,750.00), on the fifth
anniversary of the date hereof (or earlier as hereinafter provided), and to pay
interest at such office or place from the date hereof on the unpaid principal
balance hereof (calculated on the basis of a 365-day year and actual days
elapsed) at the rate of six percent (6%) per annum, payable annually in arrears
on each anniversary of the date hereof, until such unpaid principal balance
shall be due and payable (whether at maturity, by acceleration or otherwise),
and thereafter, on demand. In no event shall the rate of interest hereunder
exceed the maximum interest rate permitted by applicable law.
Interest on this Note shall be payable in cash, except that so
long as Obligor remains an employee of the Company or any subsidiary thereof or
performs consulting activities for any thereof, Obligor may (i) apply the shares
of the Company's Common Stock pledged to the Company as provided below in
payment of interest, by delivering to the Company a letter in form and substance
reasonably satisfactory to the Company instructing it to apply the requisite
number of such shares to the payment of such interest (whereupon the number of
shares required for such payment shall be cancelled), it being understood that
for this purpose such shares shall be valued at the Fair Market Value (as
defined below) thereof on the date on which such letter is so delivered to the
Company, or (ii) deliver, as payment of interest, a secured promissory note
dated the date of payment of interest in the principal amount of such interest
payment and having substantially the same terms as this Note. Interest on this
Note may also be payable in any combination of cash, shares of the Company's
Common Stock or a secured promissory note, all on the terms described in the
preceding sentence. For the purposes hereof, the "Fair Market Value" per share
of Common Stock of the Company ("Common Stock") on any date means the average of
the closing prices for the Common Stock for the five consecutive trading days
immediately preceding such date. The closing price for the Common Stock on any
date shall be the closing price thereof officially reported on that date (or if
there were no sales on that date, on the next preceding date on which such
closing price was recorded) by the principal national securities exchange on
which the Common Stock is listed or admitted to trading, or if the Common Stock
is not listed or admitted to trading on any such national securities exchange,
the closing price as furnished by the National Association of Securities Dealers
through NASDAQ or a similar organization if NASDAQ is no longer reporting such
information, or, if the Common Stock is not reported on NASDAQ, as determined in
good faith by resolution of the Board of Directors of the Company (whose
determination shall be conclusive), based on the best information available to
it.
F:\GROUP\EDGAR\13D97\EXHIBITI.13D
NOTE AMENDMENT NOVEMBER 7, 1995
1
<PAGE>
This Note amends and restates in all respects that certain
secured promissory note, dated November 7, 1995, from Obligor to the Company in
the principal amount of $53,750, (the "Old Note"). Amounts outstanding under the
Old Note on the date hereof shall be evidenced by and repayable in accordance
with this Note. Pursuant to an Agreement, dated as of November 7, 1995 (the
"Agreement"), between the Company and Obligor, the Company issued to Obligor the
shares of Common Stock listed on Schedule A hereto (the "Shares") and Obligor
paid the purchase price for the Shares by delivering to the Company the Old
Note.
To secure the complete and timely performance by Obligor of
Obligor's obligations under this Note, Obligor hereby pledges to the Company,
and grants to the Company a security interest in, the Shares. To perfect such
pledge, the Company will maintain possession of the Shares, as evidenced by a
properly issued and countersigned stock certificate therefor and accompanied by
a duly executed stock power therefor endorsed in blank, which have previously
been delivered to the Company in connection with the Old Note and the Company
hereby acknowledges possession of the Shares and stock powers. The term "Pledged
Securities," as used herein, means the shares, certificate and stock power so
delivered, plus any additional money, property or securities delivered to or
otherwise held by the Company as additional security pursuant to the provisions
of this Note. Obligor does hereby create a further such security interest in all
dividends and distributions that may hereafter be declared or paid upon the
Pledged Securities as well as any securities issued in subdivision or
combination thereof, or in substitution therefor, to be received by the Company
and held as additional security for Obligor's obligations under this Note.
Obligor shall forthwith deliver to the Company any and all of such dividends,
distributions and securities that may be at any time received by Obligor (and
the Company is authorized to retain the same), to be held by the Company as
though the same were Pledged Securities, in accordance with the terms of this
Note. Any cash received and retained by the Company as additional security
hereunder pursuant to the foregoing provisions may at any time and from time to
time be applied (in whole or in part) by the Company, at the Company's option,
to the payment of interest on and/or principal of this Note (as the Company
shall in its sold discretion determined).
Obligor represents and warrants to the Company that Obligor
has, and will have while the Pledged Securities are on deposit with the Company
hereunder, good title to all of the Pledged Securities, free and clear of all
claims, mortgages, pledges, liens, encumbrances and security interests of every
nature whatsoever (except as provided herein); provided, however, that, (i) in
the event of any sale of Pledged Securities pursuant to the express terms and
conditions of Section 1(b) of the Agreement as amended on the date hereof,
Company shall release such Pledged Securities from the security interest granted
hereby and the same shall cease to be Pledged Securities for all purposes
hereunder, and (ii) in the event of any voluntary prepayment by Obligor of all
or any portion of the principal of this Note, Company shall release that number
of the Pledged Securities (rounded to the nearest whole share) as shall equal
the principal amount so prepaid divided by $5.375.
So long as the Pledged Securities are on deposit with the
Company hereunder, Obligor shall be entitled to exercise, as Obligor shall think
fit, but in a manner not inconsistent with
F:\GROUP\EDGAR\13D97\EXHIBITI.13D
NOTE AMENDMENT NOVEMBER 7, 1995
2
<PAGE>
the terms of this Note, the voting power with respect to the Pledged Securities,
subject to the terms of the Voting Agreement (as defined in the Agreement as
amended on the date hereof).
Obligor hereby appoints the Company as Obligor's
attorney-in-fact for the purpose of carrying out the provisions of the Agreement
as amended on the date hereof and taking any action and executing any instrument
which either may deem necessary or advisable to accomplish the purposes hereof
or thereof. Without limiting the generality of the foregoing, the Company shall
have the right and power to receive, endorse and collect all checks and other
orders for the payment of money made payable to Obligor representing any
interest or dividend or other distribution payable in respect of the Pledged
Securities or any part thereof and to give full discharge for the same.
Notwithstanding anything to the contrary contained herein, if
Obligor ceases to be an employee of the Company or any subsidiary thereof or
ceases to be engaged in consulting activities for any thereof, all amounts owing
under this Note shall thereupon become and be immediately due and payable unless
the Company notifies the Purchaser otherwise.
If (i) Obligor shall fail to make any payment hereunder on or
prior to the date on which such payment is due (including pursuant to the
immediately preceding paragraph), (ii) Obligor shall die, (iii) Obligor shall
(A) be generally not paying his debts as they become due, (B) file, consent by
answer or otherwise to the filing against it of, default with respect to, or not
timely controvert, a petition for relief or reorganization or arrangement or any
other petition in bankruptcy, for liquidation or to take advantage of any
bankruptcy or insolvency law of any jurisdiction, (C) make an assignment for the
benefit of Obligor's creditors, (D) be adjudicated insolvent; or (E) take action
for the purpose of any of the foregoing, or (iv) a court or governmental
authority of competent jurisdiction shall enter an order appointing a custodian,
receiver, trustee or other officer with similar powers with respect to Obligor
or with respect to any substantial part of Obligor's property, or an order for
relief shall be entered in any case or proceeding for liquidation or
reorganization or otherwise to take advantage of any bankruptcy or insolvency
law of any jurisdiction, or ordering the dissolution, winding-up or liquidation
of Obligor, or any petition for any such relief shall be filed against Obligor
and such petition shall not be dismissed within 60 days -- then and in any such
event (each such event referred to in this paragraph being referred to herein as
an "Event of Default"), in addition to all rights and remedies of the Company
under applicable law and otherwise, all such rights and remedies being
cumulative, not exclusive and enforceable alternatively, successively and
concurrently, the Company may, at its option, declare all amounts owing under
this Note to be due and payable, whereupon the maturity of this Note shall be
accelerated and all amounts owing hereunder shall forthwith become and be
immediately due and payable.
If an Event of Default shall occur and be continuing (without
waiver), then, and in any such event, the Company shall be entitled to exercise
any and all rights and remedies with respect to the Pledged Securities or any
part thereof as are provided by the Uniform Commercial Code of the State of New
Jersey, as now or hereafter in effect, or other applicable law. In furtherance
of and
F:\GROUP\EDGAR\13D97\EXHIBITI.13D
NOTE AMENDMENT NOVEMBER 7, 1995
3
<PAGE>
without limiting the foregoing, in such event the Company shall be entitled, at
its option and upon five days' prior notice to Obligor, to apply all or any part
of the Pledged Securities in satisfaction of amounts due under this Note, by
cancelling the Pledged Securities applied to the payment thereof (and for the
purposes hereof the Pledged Securities shall be valued at the Fair Market Value
thereof on the date of payment). Obligor recognizes that the Company would be
unable to effect a public sale of all or a part of the Pledged Securities absent
compliance with the Securities Act of 1933, as amended, as now or hereafter in
effect, and/or applicable Blue Sky or other state securities laws, as now or
hereafter in effect, and that compliance with the foregoing would subject the
Company to considerable expense. Accordingly, Obligor agrees that the Company
shall be deemed to have acted in a commercially reasonable manner by cancelling
Pledged Securities (in lieu of any sale thereof) as aforesaid in satisfaction of
amounts due under this Note.
Obligor and all endorsers, guarantors and sureties hereof
hereby severally waive diligence, demand, presentment, protest and notice of any
kind, and assent to extensions of the time of payment, release, surrender or
substitution of security, or forbearance or other indulgence, without notice.
Obligor may, at his or her option, at any time and from time
to time, prepay all or any part of the principal of this Note, without penalty
or premium (each such prepayment to be applied first to accrued interest and
then to principal).
This Note may not be changed, modified or terminated except by
an agreement in writing signed by the Company and Obligor.
Obligor agrees to pay all costs and expenses including
reasonable attorneys' fees, incurred by any holder of this Note in investigating
and enforcing any of such holder's rights and remedies following an Event of
Default hereunder, whether or not suit is instituted.
In the event of any litigation with respect to any of this
Note or the Collateral, Obligor waives the right to a trial by jury. Obligor
hereby irrevocably consents to the jurisdiction of the courts of the State of
New Jersey and of any federal court located in such State in connection with any
action or proceeding arising out of or relating to this Note or the Collateral.
Process in any such action or proceeding may be served on Obligor anywhere in
the world, whether within or without the State of New Jersey, by first class
certified or registered mail, postage prepaid, return receipt requested, or by
any other method allowed by law.
This Note shall be governed by New Jersey law without regard
to the conflicts of law principles thereof.
/s/ Eli Shoer
Obligor
F:\GROUP\EDGAR\13D97\EXHIBITI.13D
NOTE AMENDMENT NOVEMBER 7, 1995
4
<PAGE>
SCHEDULE A TO AMENDED AND RESTATED SECURED PROMISSORY NOTE
PLEDGED SECURITIES
10,000 Shares No Par Value Concord Camera Corp. Common Stock
F:\GROUP\EDGAR\13D97\EXHIBITI.13D
NOTE AMENDMENT NOVEMBER 7, 1995
5
<PAGE>
AMENDED AND RESTATED SECURED PROMISSORY NOTE
$134,375.00 As of November 7, 1995
FOR VALUE RECEIVED, Gary M. Simon ("Obligor") hereby promises
to pay to the order of CONCORD CAMERA CORP., a New Jersey corporation (the
"Company"), in lawful money of the United States in immediately available funds,
at 35 Mileed Way, Avenel, New Jersey, 07001, or at such other place as the
Company or any holder hereof may from time to time designate, the principal sum
of One-Hundred Thirty-Four Thousand Three-Hundred Seventy-Five Dollars
($134,375.00), on the fifth anniversary of the date hereof (or earlier as
hereinafter provided), and to pay interest at such office or place from the date
hereof on the unpaid principal balance hereof (calculated on the basis of a
365-day year and actual days elapsed) at the rate of six percent (6%) per annum,
payable annually in arrears on each anniversary of the date hereof, until such
unpaid principal balance shall be due and payable (whether at maturity, by
acceleration or otherwise), and thereafter, on demand. In no event shall the
rate of interest hereunder exceed the maximum interest rate permitted by
applicable law.
Interest on this Note shall be payable in cash, except that so
long as Obligor remains an employee of the Company or any subsidiary thereof or
performs consulting activities for any thereof, Obligor may (i) apply the shares
of the Company's Common Stock pledged to the Company as provided below in
payment of interest, by delivering to the Company a letter in form and substance
reasonably satisfactory to the Company instructing it to apply the requisite
number of such shares to the payment of such interest (whereupon the number of
shares required for such payment shall be cancelled), it being understood that
for this purpose such shares shall be valued at the Fair Market Value (as
defined below) thereof on the date on which such letter is so delivered to the
Company, or (ii) deliver, as payment of interest, a secured promissory note
dated the date of payment of interest in the principal amount of such interest
payment and having substantially the same terms as this Note. Interest on this
Note may also be payable in any combination of cash, shares of the Company's
Common Stock or a secured promissory note, all on the terms described in the
preceding sentence. For the purposes hereof, the "Fair Market Value" per share
of Common Stock of the Company ("Common Stock") on any date means the average of
the closing prices for the Common Stock for the five consecutive trading days
immediately preceding such date. The closing price for the Common Stock on any
date shall be the closing price thereof officially reported on that date (or if
there were no sales on that date, on the next preceding date on which such
closing price was recorded) by the principal national securities exchange on
which the Common Stock is listed or admitted to trading, or if the Common Stock
is not listed or admitted to trading on any such national securities exchange,
the closing price as furnished by the National Association of Securities Dealers
through NASDAQ or a similar organization if NASDAQ is no longer reporting such
information, or, if the Common Stock is not reported on NASDAQ, as determined in
good faith by resolution of the Board of Directors of the Company (whose
determination shall be conclusive), based on the best information available to
it.
F:\GROUP\EDGAR\13D97\EXHIBITI.13D
NOTE AMENDMENT NOVEMBER 7, 1995
1
<PAGE>
This Note amends and restates in all respects that certain
secured promissory note, dated November 7, 1995, from Obligor to the Company in
the principal amount of $134,375, (the "Old Note"). Amounts outstanding under
the Old Note on the date hereof shall be evidenced by and repayable in
accordance with this Note. Pursuant to an Agreement, dated as of November 7,
1995 (the "Agreement"), between the Company and Obligor, the Company issued to
Obligor the shares of Common Stock listed on Schedule A hereto (the "Shares")
and Obligor paid the purchase price for the Shares by delivering to the Company
the Old Note.
To secure the complete and timely performance by Obligor of
Obligor's obligations under this Note, Obligor hereby pledges to the Company,
and grants to the Company a security interest in, the Shares. To perfect such
pledge, the Company will maintain possession of the Shares, as evidenced by a
properly issued and countersigned stock certificate therefor and accompanied by
a duly executed stock power therefor endorsed in blank, which have previously
been delivered to the Company in connection with the Old Note and the Company
hereby acknowledges possession of the Shares and stock powers. The term "Pledged
Securities," as used herein, means the shares, certificate and stock power so
delivered, plus any additional money, property or securities delivered to or
otherwise held by the Company as additional security pursuant to the provisions
of this Note. Obligor does hereby create a further such security interest in all
dividends and distributions that may hereafter be declared or paid upon the
Pledged Securities as well as any securities issued in subdivision or
combination thereof, or in substitution therefor, to be received by the Company
and held as additional security for Obligor's obligations under this Note.
Obligor shall forthwith deliver to the Company any and all of such dividends,
distributions and securities that may be at any time received by Obligor (and
the Company is authorized to retain the same), to be held by the Company as
though the same were Pledged Securities, in accordance with the terms of this
Note. Any cash received and retained by the Company as additional security
hereunder pursuant to the foregoing provisions may at any time and from time to
time be applied (in whole or in part) by the Company, at the Company's option,
to the payment of interest on and/or principal of this Note (as the Company
shall in its sold discretion determined).
Obligor represents and warrants to the Company that Obligor
has, and will have while the Pledged Securities are on deposit with the Company
hereunder, good title to all of the Pledged Securities, free and clear of all
claims, mortgages, pledges, liens, encumbrances and security interests of every
nature whatsoever (except as provided herein); provided, however, that, (i) in
the event of any sale of Pledged Securities pursuant to the express terms and
conditions of Section 1(b) of the Agreement as amended on the date hereof,
Company shall release such Pledged Securities from the security interest granted
hereby and the same shall cease to be Pledged Securities for all purposes
hereunder, and (ii) in the event of any voluntary prepayment by Obligor of all
or any portion of the principal of this Note, Company shall release that number
of the Pledged Securities (rounded to the nearest whole share) as shall equal
the principal amount so prepaid divided by $5.375.
So long as the Pledged Securities are on deposit with the
Company hereunder, Obligor shall be entitled to exercise, as Obligor shall think
fit, but in a manner not inconsistent with
F:\GROUP\EDGAR\13D97\EXHIBITI.13D
NOTE AMENDMENT NOVEMBER 7, 1995
2
<PAGE>
the terms of this Note, the voting power with respect to the Pledged Securities,
subject to the terms of the Voting Agreement (as defined in the Agreement as
amended on the date hereof).
Obligor hereby appoints the Company as Obligor's
attorney-in-fact for the purpose of carrying out the provisions of the Agreement
as amended on the date hereof and taking any action and executing any instrument
which either may deem necessary or advisable to accomplish the purposes hereof
or thereof. Without limiting the generality of the foregoing, the Company shall
have the right and power to receive, endorse and collect all checks and other
orders for the payment of money made payable to Obligor representing any
interest or dividend or other distribution payable in respect of the Pledged
Securities or any part thereof and to give full discharge for the same.
Notwithstanding anything to the contrary contained herein, if
Obligor ceases to be an employee of the Company or any subsidiary thereof or
ceases to be engaged in consulting activities for any thereof, all amounts owing
under this Note shall thereupon become and be immediately due and payable unless
the Company notifies the Purchaser otherwise.
If (i) Obligor shall fail to make any payment hereunder on or
prior to the date on which such payment is due (including pursuant to the
immediately preceding paragraph), (ii) Obligor shall die, (iii) Obligor shall
(A) be generally not paying his debts as they become due, (B) file, consent by
answer or otherwise to the filing against it of, default with respect to, or not
timely controvert, a petition for relief or reorganization or arrangement or any
other petition in bankruptcy, for liquidation or to take advantage of any
bankruptcy or insolvency law of any jurisdiction, (C) make an assignment for the
benefit of Obligor's creditors, (D) be adjudicated insolvent; or (E) take action
for the purpose of any of the foregoing, or (iv) a court or governmental
authority of competent jurisdiction shall enter an order appointing a custodian,
receiver, trustee or other officer with similar powers with respect to Obligor
or with respect to any substantial part of Obligor's property, or an order for
relief shall be entered in any case or proceeding for liquidation or
reorganization or otherwise to take advantage of any bankruptcy or insolvency
law of any jurisdiction, or ordering the dissolution, winding-up or liquidation
of Obligor, or any petition for any such relief shall be filed against Obligor
and such petition shall not be dismissed within 60 days -- then and in any such
event (each such event referred to in this paragraph being referred to herein as
an "Event of Default"), in addition to all rights and remedies of the Company
under applicable law and otherwise, all such rights and remedies being
cumulative, not exclusive and enforceable alternatively, successively and
concurrently, the Company may, at its option, declare all amounts owing under
this Note to be due and payable, whereupon the maturity of this Note shall be
accelerated and all amounts owing hereunder shall forthwith become and be
immediately due and payable.
If an Event of Default shall occur and be continuing (without
waiver), then, and in any such event, the Company shall be entitled to exercise
any and all rights and remedies with respect to the Pledged Securities or any
part thereof as are provided by the Uniform Commercial Code of the State of New
Jersey, as now or hereafter in effect, or other applicable law. In furtherance
of and
F:\GROUP\EDGAR\13D97\EXHIBITI.13D
NOTE AMENDMENT NOVEMBER 7, 1995
3
<PAGE>
without limiting the foregoing, in such event the Company shall be entitled, at
its option and upon five days' prior notice to Obligor, to apply all or any part
of the Pledged Securities in satisfaction of amounts due under this Note, by
cancelling the Pledged Securities applied to the payment thereof (and for the
purposes hereof the Pledged Securities shall be valued at the Fair Market Value
thereof on the date of payment). Obligor recognizes that the Company would be
unable to effect a public sale of all or a part of the Pledged Securities absent
compliance with the Securities Act of 1933, as amended, as now or hereafter in
effect, and/or applicable Blue Sky or other state securities laws, as now or
hereafter in effect, and that compliance with the foregoing would subject the
Company to considerable expense. Accordingly, Obligor agrees that the Company
shall be deemed to have acted in a commercially reasonable manner by cancelling
Pledged Securities (in lieu of any sale thereof) as aforesaid in satisfaction of
amounts due under this Note.
Obligor and all endorsers, guarantors and sureties hereof
hereby severally waive diligence, demand, presentment, protest and notice of any
kind, and assent to extensions of the time of payment, release, surrender or
substitution of security, or forbearance or other indulgence, without notice.
Obligor may, at his or her option, at any time and from time
to time, prepay all or any part of the principal of this Note, without penalty
or premium (each such prepayment to be applied first to accrued interest and
then to principal).
This Note may not be changed, modified or terminated except by
an agreement in writing signed by the Company and Obligor.
Obligor agrees to pay all costs and expenses including
reasonable attorneys' fees, incurred by any holder of this Note in investigating
and enforcing any of such holder's rights and remedies following an Event of
Default hereunder, whether or not suit is instituted.
In the event of any litigation with respect to any of this
Note or the Collateral, Obligor waives the right to a trial by jury. Obligor
hereby irrevocably consents to the jurisdiction of the courts of the State of
New Jersey and of any federal court located in such State in connection with any
action or proceeding arising out of or relating to this Note or the Collateral.
Process in any such action or proceeding may be served on Obligor anywhere in
the world, whether within or without the State of New Jersey, by first class
certified or registered mail, postage prepaid, return receipt requested, or by
any other method allowed by law.
This Note shall be governed by New Jersey law without regard
to the conflicts of law principles thereof.
/s/ Gary M. Simon
Obligor
F:\GROUP\EDGAR\13D97\EXHIBITI.13D
NOTE AMENDMENT NOVEMBER 7, 1995
4
<PAGE>
SCHEDULE A TO AMENDED AND RESTATED SECURED PROMISSORY NOTE
PLEDGED SECURITIES
25,000 Shares No Par Value Concord Camera Corp. Common Stock
F:\GROUP\EDGAR\13D97\EXHIBITI.13D
NOTE AMENDMENT NOVEMBER 7, 1995
5
<PAGE>
AMENDED AND RESTATED SECURED PROMISSORY NOTE
$537,500.00 As of November 7, 1995
FOR VALUE RECEIVED, Steve Jackel ("Obligor") hereby promises
to pay to the order of CONCORD CAMERA CORP., a New Jersey corporation (the
"Company"), in lawful money of the United States in immediately available funds,
at 35 Mileed Way, Avenel, New Jersey, 07001, or at such other place as the
Company or any holder hereof may from time to time designate, the principal sum
of Five-Hundred Thirty-Seven Thousand Five Hundred Dollars ($537,500.00), on the
fifth anniversary of the date hereof (or earlier as hereinafter provided), and
to pay interest at such office or place from the date hereof on the unpaid
principal balance hereof (calculated on the basis of a 365-day year and actual
days elapsed) at the rate of six percent (6%) per annum, payable annually in
arrears on each anniversary of the date hereof, until such unpaid principal
balance shall be due and payable (whether at maturity, by acceleration or
otherwise), and thereafter, on demand. In no event shall the rate of interest
hereunder exceed the maximum interest rate permitted by applicable law.
Interest on this Note shall be payable in cash, except that so
long as Obligor remains an employee of the Company or any subsidiary thereof or
performs consulting activities for any thereof, Obligor may (i) apply the shares
of the Company's Common Stock pledged to the Company as provided below in
payment of interest, by delivering to the Company a letter in form and substance
reasonably satisfactory to the Company instructing it to apply the requisite
number of such shares to the payment of such interest (whereupon the number of
shares required for such payment shall be cancelled), it being understood that
for this purpose such shares shall be valued at the Fair Market Value (as
defined below) thereof on the date on which such letter is so delivered to the
Company, or (ii) deliver, as payment of interest, a secured promissory note
dated the date of payment of interest in the principal amount of such interest
payment and having substantially the same terms as this Note. Interest on this
Note may also be payable in any combination of cash, shares of the Company's
Common Stock or a secured promissory note, all on the terms described in the
preceding sentence. For the purposes hereof, the "Fair Market Value" per share
of Common Stock of the Company ("Common Stock") on any date means the average of
the closing prices for the Common Stock for the five consecutive trading days
immediately preceding such date. The closing price for the Common Stock on any
date shall be the closing price thereof officially reported on that date (or if
there were no sales on that date, on the next preceding date on which such
closing price was recorded) by the principal national securities exchange on
which the Common Stock is listed or admitted to trading, or if the Common Stock
is not listed or admitted to trading on any such national securities exchange,
the closing price as furnished by the National Association of Securities Dealers
through NASDAQ or a similar organization if NASDAQ is no longer reporting such
information, or, if the Common Stock is not reported on NASDAQ, as determined in
good faith by resolution of the Board of Directors of the Company (whose
determination shall be conclusive), based on the best information available to
it.
F:\GROUP\EDGAR\13D97\EXHIBITI.13D
NOTE AMENDMENT NOVEMBER 7, 1995
1
<PAGE>
This Note amends and restates in all respects that certain
secured promissory note, dated November 7, 1995, from Obligor to the Company in
the principal amount of $537,500, (the "Old Note"). Amounts outstanding under
the Old Note on the date hereof shall be evidenced by and repayable in
accordance with this Note. Pursuant to an Agreement, dated as of November 7,
1995 (the "Agreement"), between the Company and Obligor, the Company issued to
Obligor the shares of Common Stock listed on Schedule A hereto (the "Shares")
and Obligor paid the purchase price for the Shares by delivering to the Company
the Old Note.
To secure the complete and timely performance by Obligor of
Obligor's obligations under this Note, Obligor hereby pledges to the Company,
and grants to the Company a security interest in, the Shares. To perfect such
pledge, the Company will maintain possession of the Shares, as evidenced by a
properly issued and countersigned stock certificate therefor and accompanied by
a duly executed stock power therefor endorsed in blank, which have previously
been delivered to the Company in connection with the Old Note and the Company
hereby acknowledges possession of the Shares and stock powers. The term "Pledged
Securities," as used herein, means the shares, certificate and stock power so
delivered, plus any additional money, property or securities delivered to or
otherwise held by the Company as additional security pursuant to the provisions
of this Note. Obligor does hereby create a further such security interest in all
dividends and distributions that may hereafter be declared or paid upon the
Pledged Securities as well as any securities issued in subdivision or
combination thereof, or in substitution therefor, to be received by the Company
and held as additional security for Obligor's obligations under this Note.
Obligor shall forthwith deliver to the Company any and all of such dividends,
distributions and securities that may be at any time received by Obligor (and
the Company is authorized to retain the same), to be held by the Company as
though the same were Pledged Securities, in accordance with the terms of this
Note. Any cash received and retained by the Company as additional security
hereunder pursuant to the foregoing provisions may at any time and from time to
time be applied (in whole or in part) by the Company, at the Company's option,
to the payment of interest on and/or principal of this Note (as the Company
shall in its sold discretion determined).
Obligor represents and warrants to the Company that Obligor
has, and will have while the Pledged Securities are on deposit with the Company
hereunder, good title to all of the Pledged Securities, free and clear of all
claims, mortgages, pledges, liens, encumbrances and security interests of every
nature whatsoever (except as provided herein); provided, however, that, (i) in
the event of any sale of Pledged Securities pursuant to the express terms and
conditions of Section 1(b) of the Agreement as amended on the date hereof,
Company shall release such Pledged Securities from the security interest granted
hereby and the same shall cease to be Pledged Securities for all purposes
hereunder, and (ii) in the event of any voluntary prepayment by Obligor of all
or any portion of the principal of this Note, Company shall release that number
of the Pledged Securities (rounded to the nearest whole share) as shall equal
the principal amount so prepaid divided by $5.375.
So long as the Pledged Securities are on deposit with the
Company hereunder, Obligor shall be entitled to exercise, as Obligor shall think
fit, but in a manner not inconsistent with
F:\GROUP\EDGAR\13D97\EXHIBITI.13D
NOTE AMENDMENT NOVEMBER 7, 1995
2
<PAGE>
the terms of this Note, the voting power with respect to the Pledged Securities,
subject to the terms of the Voting Agreement (as defined in the Agreement as
amended on the date hereof).
Obligor hereby appoints the Company as Obligor's
attorney-in-fact for the purpose of carrying out the provisions of the Agreement
as amended on the date hereof and taking any action and executing any instrument
which either may deem necessary or advisable to accomplish the purposes hereof
or thereof. Without limiting the generality of the foregoing, the Company shall
have the right and power to receive, endorse and collect all checks and other
orders for the payment of money made payable to Obligor representing any
interest or dividend or other distribution payable in respect of the Pledged
Securities or any part thereof and to give full discharge for the same.
Notwithstanding anything to the contrary contained herein, if
Obligor ceases to be an employee of the Company or any subsidiary thereof or
ceases to be engaged in consulting activities for any thereof, all amounts owing
under this Note shall thereupon become and be immediately due and payable unless
the Company notifies the Purchaser otherwise.
If (i) Obligor shall fail to make any payment hereunder on or
prior to the date on which such payment is due (including pursuant to the
immediately preceding paragraph), (ii) Obligor shall die, (iii) Obligor shall
(A) be generally not paying his debts as they become due, (B) file, consent by
answer or otherwise to the filing against it of, default with respect to, or not
timely controvert, a petition for relief or reorganization or arrangement or any
other petition in bankruptcy, for liquidation or to take advantage of any
bankruptcy or insolvency law of any jurisdiction, (C) make an assignment for the
benefit of Obligor's creditors, (D) be adjudicated insolvent; or (E) take action
for the purpose of any of the foregoing, or (iv) a court or governmental
authority of competent jurisdiction shall enter an order appointing a custodian,
receiver, trustee or other officer with similar powers with respect to Obligor
or with respect to any substantial part of Obligor's property, or an order for
relief shall be entered in any case or proceeding for liquidation or
reorganization or otherwise to take advantage of any bankruptcy or insolvency
law of any jurisdiction, or ordering the dissolution, winding-up or liquidation
of Obligor, or any petition for any such relief shall be filed against Obligor
and such petition shall not be dismissed within 60 days -- then and in any such
event (each such event referred to in this paragraph being referred to herein as
an "Event of Default"), in addition to all rights and remedies of the Company
under applicable law and otherwise, all such rights and remedies being
cumulative, not exclusive and enforceable alternatively, successively and
concurrently, the Company may, at its option, declare all amounts owing under
this Note to be due and payable, whereupon the maturity of this Note shall be
accelerated and all amounts owing hereunder shall forthwith become and be
immediately due and payable.
If an Event of Default shall occur and be continuing (without
waiver), then, and in any such event, the Company shall be entitled to exercise
any and all rights and remedies with respect to the Pledged Securities or any
part thereof as are provided by the Uniform Commercial Code of the State of New
Jersey, as now or hereafter in effect, or other applicable law. In furtherance
of and
F:\GROUP\EDGAR\13D97\EXHIBITI.13D
NOTE AMENDMENT NOVEMBER 7, 1995
3
<PAGE>
without limiting the foregoing, in such event the Company shall be entitled, at
its option and upon five days' prior notice to Obligor, to apply all or any part
of the Pledged Securities in satisfaction of amounts due under this Note, by
cancelling the Pledged Securities applied to the payment thereof (and for the
purposes hereof the Pledged Securities shall be valued at the Fair Market Value
thereof on the date of payment). Obligor recognizes that the Company would be
unable to effect a public sale of all or a part of the Pledged Securities absent
compliance with the Securities Act of 1933, as amended, as now or hereafter in
effect, and/or applicable Blue Sky or other state securities laws, as now or
hereafter in effect, and that compliance with the foregoing would subject the
Company to considerable expense. Accordingly, Obligor agrees that the Company
shall be deemed to have acted in a commercially reasonable manner by cancelling
Pledged Securities (in lieu of any sale thereof) as aforesaid in satisfaction of
amounts due under this Note.
Obligor and all endorsers, guarantors and sureties hereof
hereby severally waive diligence, demand, presentment, protest and notice of any
kind, and assent to extensions of the time of payment, release, surrender or
substitution of security, or forbearance or other indulgence, without notice.
Obligor may, at his or her option, at any time and from time
to time, prepay all or any part of the principal of this Note, without penalty
or premium (each such prepayment to be applied first to accrued interest and
then to principal).
This Note may not be changed, modified or terminated except by
an agreement in writing signed by the Company and Obligor.
Obligor agrees to pay all costs and expenses including
reasonable attorneys' fees, incurred by any holder of this Note in investigating
and enforcing any of such holder's rights and remedies following an Event of
Default hereunder, whether or not suit is instituted.
In the event of any litigation with respect to any of this
Note or the Collateral, Obligor waives the right to a trial by jury. Obligor
hereby irrevocably consents to the jurisdiction of the courts of the State of
New Jersey and of any federal court located in such State in connection with any
action or proceeding arising out of or relating to this Note or the Collateral.
Process in any such action or proceeding may be served on Obligor anywhere in
the world, whether within or without the State of New Jersey, by first class
certified or registered mail, postage prepaid, return receipt requested, or by
any other method allowed by law.
This Note shall be governed by New Jersey law without regard
to the conflicts of law principles thereof.
/s/ Steve Jackel
Obligor
F:\GROUP\EDGAR\13D97\EXHIBITI.13D
NOTE AMENDMENT NOVEMBER 7, 1995
4
<PAGE>
SCHEDULE A TO AMENDED AND RESTATED SECURED PROMISSORY NOTE
PLEDGED SECURITIES
100,000 Shares No Par Value Concord Camera Corp. Common Stock
F:\GROUP\EDGAR\13D97\EXHIBITI.13D
NOTE AMENDMENT NOVEMBER 7, 1995
5
<PAGE>
AMENDED AND RESTATED SECURED PROMISSORY NOTE
$37,625.00 As of November 7, 1995
FOR VALUE RECEIVED, Arthur Zawodny ("Obligor") hereby promises
to pay to the order of CONCORD CAMERA CORP., a New Jersey corporation (the
"Company"), in lawful money of the United States in immediately available funds,
at 35 Mileed Way, Avenel, New Jersey, 07001, or at such other place as the
Company or any holder hereof may from time to time designate, the principal sum
of Thirty-Seven Thousand Six-Hundred Twenty-Five Dollars ($37,625.00), on the
fifth anniversary of the date hereof (or earlier as hereinafter provided), and
to pay interest at such office or place from the date hereof on the unpaid
principal balance hereof (calculated on the basis of a 365-day year and actual
days elapsed) at the rate of six percent (6%) per annum, payable annually in
arrears on each anniversary of the date hereof, until such unpaid principal
balance shall be due and payable (whether at maturity, by acceleration or
otherwise), and thereafter, on demand. In no event shall the rate of interest
hereunder exceed the maximum interest rate permitted by applicable law.
Interest on this Note shall be payable in cash, except that so
long as Obligor remains an employee of the Company or any subsidiary thereof or
performs consulting activities for any thereof, Obligor may (i) apply the shares
of the Company's Common Stock pledged to the Company as provided below in
payment of interest, by delivering to the Company a letter in form and substance
reasonably satisfactory to the Company instructing it to apply the requisite
number of such shares to the payment of such interest (whereupon the number of
shares required for such payment shall be cancelled), it being understood that
for this purpose such shares shall be valued at the Fair Market Value (as
defined below) thereof on the date on which such letter is so delivered to the
Company, or (ii) deliver, as payment of interest, a secured promissory note
dated the date of payment of interest in the principal amount of such interest
payment and having substantially the same terms as this Note. Interest on this
Note may also be payable in any combination of cash, shares of the Company's
Common Stock or a secured promissory note, all on the terms described in the
preceding sentence. For the purposes hereof, the "Fair Market Value" per share
of Common Stock of the Company ("Common Stock") on any date means the average of
the closing prices for the Common Stock for the five consecutive trading days
immediately preceding such date. The closing price for the Common Stock on any
date shall be the closing price thereof officially reported on that date (or if
there were no sales on that date, on the next preceding date on which such
closing price was recorded) by the principal national securities exchange on
which the Common Stock is listed or admitted to trading, or if the Common Stock
is not listed or admitted to trading on any such national securities exchange,
the closing price as furnished by the National Association of Securities Dealers
through NASDAQ or a similar organization if NASDAQ is no longer reporting such
information, or, if the Common Stock is not reported on NASDAQ, as determined in
good faith by resolution of the Board of Directors of the Company (whose
determination shall be conclusive), based on the best information available to
it.
F:\GROUP\EDGAR\13D97\EXHIBITI.13D
NOTE AMENDMENT NOVEMBER 7, 1995
1
<PAGE>
This Note amends and restates in all respects that certain
secured promissory note, dated November 7, 1995, from Obligor to the Company in
the principal amount of $37,675.00, (the "Old Note"). Amounts outstanding under
the Old Note on the date hereof shall be evidenced by and repayable in
accordance with this Note. Pursuant to an Agreement, dated as of November 7,
1995 (the "Agreement"), between the Company and Obligor, the Company issued to
Obligor the shares of Common Stock listed on Schedule A hereto (the "Shares")
and Obligor paid the purchase price for the Shares by delivering to the Company
the Old Note.
To secure the complete and timely performance by Obligor of
Obligor's obligations under this Note, Obligor hereby pledges to the Company,
and grants to the Company a security interest in, the Shares. To perfect such
pledge, the Company will maintain possession of the Shares, as evidenced by a
properly issued and countersigned stock certificate therefor and accompanied by
a duly executed stock power therefor endorsed in blank, which have previously
been delivered to the Company in connection with the Old Note and the Company
hereby acknowledges possession of the Shares and stock powers. The term "Pledged
Securities," as used herein, means the shares, certificate and stock power so
delivered, plus any additional money, property or securities delivered to or
otherwise held by the Company as additional security pursuant to the provisions
of this Note. Obligor does hereby create a further such security interest in all
dividends and distributions that may hereafter be declared or paid upon the
Pledged Securities as well as any securities issued in subdivision or
combination thereof, or in substitution therefor, to be received by the Company
and held as additional security for Obligor's obligations under this Note.
Obligor shall forthwith deliver to the Company any and all of such dividends,
distributions and securities that may be at any time received by Obligor (and
the Company is authorized to retain the same), to be held by the Company as
though the same were Pledged Securities, in accordance with the terms of this
Note. Any cash received and retained by the Company as additional security
hereunder pursuant to the foregoing provisions may at any time and from time to
time be applied (in whole or in part) by the Company, at the Company's option,
to the payment of interest on and/or principal of this Note (as the Company
shall in its sold discretion determined).
Obligor represents and warrants to the Company that Obligor
has, and will have while the Pledged Securities are on deposit with the Company
hereunder, good title to all of the Pledged Securities, free and clear of all
claims, mortgages, pledges, liens, encumbrances and security interests of every
nature whatsoever (except as provided herein); provided, however, that, (i) in
the event of any sale of Pledged Securities pursuant to the express terms and
conditions of Section 1(b) of the Agreement as amended on the date hereof,
Company shall release such Pledged Securities from the security interest granted
hereby and the same shall cease to be Pledged Securities for all purposes
hereunder, and (ii) in the event of any voluntary prepayment by Obligor of all
or any portion of the principal of this Note, Company shall release that number
of the Pledged Securities (rounded to the nearest whole share) as shall equal
the principal amount so prepaid divided by $5.375.
So long as the Pledged Securities are on deposit with the
Company hereunder, Obligor shall be entitled to exercise, as Obligor shall think
fit, but in a manner not inconsistent with
F:\GROUP\EDGAR\13D97\EXHIBITI.13D
NOTE AMENDMENT NOVEMBER 7, 1995
2
<PAGE>
the terms of this Note, the voting power with respect to the Pledged Securities,
subject to the terms of the Voting Agreement (as defined in the Agreement as
amended on the date hereof).
Obligor hereby appoints the Company as Obligor's
attorney-in-fact for the purpose of carrying out the provisions of the Agreement
as amended on the date hereof and taking any action and executing any instrument
which either may deem necessary or advisable to accomplish the purposes hereof
or thereof. Without limiting the generality of the foregoing, the Company shall
have the right and power to receive, endorse and collect all checks and other
orders for the payment of money made payable to Obligor representing any
interest or dividend or other distribution payable in respect of the Pledged
Securities or any part thereof and to give full discharge for the same.
Notwithstanding anything to the contrary contained herein, if
Obligor ceases to be an employee of the Company or any subsidiary thereof or
ceases to be engaged in consulting activities for any thereof, all amounts owing
under this Note shall thereupon become and be immediately due and payable unless
the Company notifies the Purchaser otherwise.
If (i) Obligor shall fail to make any payment hereunder on or
prior to the date on which such payment is due (including pursuant to the
immediately preceding paragraph), (ii) Obligor shall die, (iii) Obligor shall
(A) be generally not paying his debts as they become due, (B) file, consent by
answer or otherwise to the filing against it of, default with respect to, or not
timely controvert, a petition for relief or reorganization or arrangement or any
other petition in bankruptcy, for liquidation or to take advantage of any
bankruptcy or insolvency law of any jurisdiction, (C) make an assignment for the
benefit of Obligor's creditors, (D) be adjudicated insolvent; or (E) take action
for the purpose of any of the foregoing, or (iv) a court or governmental
authority of competent jurisdiction shall enter an order appointing a custodian,
receiver, trustee or other officer with similar powers with respect to Obligor
or with respect to any substantial part of Obligor's property, or an order for
relief shall be entered in any case or proceeding for liquidation or
reorganization or otherwise to take advantage of any bankruptcy or insolvency
law of any jurisdiction, or ordering the dissolution, winding-up or liquidation
of Obligor, or any petition for any such relief shall be filed against Obligor
and such petition shall not be dismissed within 60 days -- then and in any such
event (each such event referred to in this paragraph being referred to herein as
an "Event of Default"), in addition to all rights and remedies of the Company
under applicable law and otherwise, all such rights and remedies being
cumulative, not exclusive and enforceable alternatively, successively and
concurrently, the Company may, at its option, declare all amounts owing under
this Note to be due and payable, whereupon the maturity of this Note shall be
accelerated and all amounts owing hereunder shall forthwith become and be
immediately due and payable.
If an Event of Default shall occur and be continuing (without
waiver), then, and in any such event, the Company shall be entitled to exercise
any and all rights and remedies with respect to the Pledged Securities or any
part thereof as are provided by the Uniform Commercial Code of the State of New
Jersey, as now or hereafter in effect, or other applicable law. In furtherance
of and
F:\GROUP\EDGAR\13D97\EXHIBITI.13D
NOTE AMENDMENT NOVEMBER 7, 1995
3
<PAGE>
without limiting the foregoing, in such event the Company shall be entitled, at
its option and upon five days' prior notice to Obligor, to apply all or any part
of the Pledged Securities in satisfaction of amounts due under this Note, by
cancelling the Pledged Securities applied to the payment thereof (and for the
purposes hereof the Pledged Securities shall be valued at the Fair Market Value
thereof on the date of payment). Obligor recognizes that the Company would be
unable to effect a public sale of all or a part of the Pledged Securities absent
compliance with the Securities Act of 1933, as amended, as now or hereafter in
effect, and/or applicable Blue Sky or other state securities laws, as now or
hereafter in effect, and that compliance with the foregoing would subject the
Company to considerable expense. Accordingly, Obligor agrees that the Company
shall be deemed to have acted in a commercially reasonable manner by cancelling
Pledged Securities (in lieu of any sale thereof) as aforesaid in satisfaction of
amounts due under this Note.
Obligor and all endorsers, guarantors and sureties hereof
hereby severally waive diligence, demand, presentment, protest and notice of any
kind, and assent to extensions of the time of payment, release, surrender or
substitution of security, or forbearance or other indulgence, without notice.
Obligor may, at his or her option, at any time and from time
to time, prepay all or any part of the principal of this Note, without penalty
or premium (each such prepayment to be applied first to accrued interest and
then to principal).
This Note may not be changed, modified or terminated except by
an agreement in writing signed by the Company and Obligor.
Obligor agrees to pay all costs and expenses including
reasonable attorneys' fees, incurred by any holder of this Note in investigating
and enforcing any of such holder's rights and remedies following an Event of
Default hereunder, whether or not suit is instituted.
In the event of any litigation with respect to any of this
Note or the Collateral, Obligor waives the right to a trial by jury. Obligor
hereby irrevocably consents to the jurisdiction of the courts of the State of
New Jersey and of any federal court located in such State in connection with any
action or proceeding arising out of or relating to this Note or the Collateral.
Process in any such action or proceeding may be served on Obligor anywhere in
the world, whether within or without the State of New Jersey, by first class
certified or registered mail, postage prepaid, return receipt requested, or by
any other method allowed by law.
This Note shall be governed by New Jersey law without regard
to the conflicts of law principles thereof.
/s/ Arthur Zawodny
Obligor
F:\GROUP\EDGAR\13D97\EXHIBITI.13D
NOTE AMENDMENT NOVEMBER 7, 1995
4
<PAGE>
SCHEDULE A TO AMENDED AND RESTATED SECURED PROMISSORY NOTE
PLEDGED SECURITIES
7,000 Shares No Par Value Concord Camera Corp. Common Stock
F:\GROUP\EDGAR\13D97\EXHIBITI.13D
NOTE AMENDMENT NOVEMBER 7, 1995
5
AMENDED AND RESTATED SECURED PROMISSORY NOTE
$147,812.50 As of May 7, 1996
FOR VALUE RECEIVED,Brian King ("Obligor") hereby promises to
pay to the order of CONCORD CAMERA CORP., a New Jersey corporation (the
"Company"), in lawful money of the United States in immediately available funds,
at 35 Mileed Way, Avenel, New Jersey, 07001, or at such other place as the
Company or any holder hereof may from time to time designate, the principal sum
of One-Hundred Forty-Seven Thousand Eight Hundred Twelve and 50/100 Dollars
($147,812.50), on November 6, 2000 (or earlier as hereinafter provided), and to
pay interest at such office or place from the date hereof on the unpaid
principal balance hereof (calculated on the basis of a 365-day year and actual
days elapsed) at the rate of six percent (6%) per annum, payable on November 6,
1997 annually in arrears on each anniversary of the November 6th date hereof,
until such unpaid principal balance shall be due and payable (whether at
maturity, by acceleration or otherwise), and thereafter, on demand. In no event
shall the rate of interest hereunder exceed the maximum interest rate permitted
by applicable law.
Interest on this Note shall be payable in cash, except that so
long as Obligor remains an employee of the Company or any subsidiary thereof or
performs consulting activities for any thereof, Obligor may (i) apply the shares
of the Company's Common Stock pledged to the Company as provided below in
payment of interest, by delivering to the Company a letter in form and substance
reasonably satisfactory to the Company instructing it to apply the requisite
number of such shares to the payment of such interest (whereupon the number of
shares required for such payment shall be cancelled), it being understood that
for this purpose such shares shall be valued at the Fair Market Value (as
defined below) thereof on the date on which such letter is so delivered to the
Company, or (ii) deliver, as payment of interest, a secured promissory note
dated the date of payment of interest in the principal amount of such interest
payment and having substantially the same terms as this Note. Interest on this
Note may also be payable in any combination of cash, shares of the Company's
Common Stock or a secured promissory note, all on the terms described in the
preceding sentence. For the purposes hereof, the "Fair Market Value" per share
of Common Stock of the Company ("Common Stock") on any date means the average of
the closing prices for the Common Stock for the five consecutive trading days
immediately preceding such date. The closing price for the Common Stock on any
date shall be the closing price thereof officially reported on that date (or if
there were no sales on that date, on the next preceding date on which such
closing price was recorded) by the principal national securities exchange on
which the Common Stock is listed or admitted to trading, or if the Common Stock
is not listed or admitted to trading on any such national securities exchange,
the closing price as furnished by the National Association of Securities Dealers
through NASDAQ or a similar organization if NASDAQ is no longer reporting such
information, or, if the Common Stock is not reported on NASDAQ, as determined in
good faith by resolution of the Board of Directors of the Company (whose
determination shall be conclusive), based on the best information available to
it.
F:\GROUP\EDGAR\13D97\AMDNTS.596
Note Amendment May 7, 1996
1
<PAGE>
This Note amends and restates in all respects that certain
secured promissory note, dated May 7, 1996, from Obligor to the Company in the
principal amount of $147,812.50, (the "Old Note"). Amounts outstanding under the
Old Note on the date hereof shall be evidenced by and repayable in accordance
with this Note. Pursuant to an Agreement, dated as of May 7, 1996 (the
"Agreement"), between the Company and Obligor, the Company issued to Obligor the
shares of Common Stock listed on Schedule A hereto (the "Shares") and Obligor
paid the purchase price for the Shares by delivering to the Company the Old
Note.
To secure the complete and timely performance by Obligor of
Obligor's obligations under this Note, Obligor hereby pledges to the Company,
and grants to the Company a security interest in, the Shares. To perfect such
pledge, the Company will maintain possession of the Shares, as evidenced by a
properly issued and countersigned stock certificate therefor and accompanied by
a duly executed stock power therefor endorsed in blank, which have previously
been delivered to the Company in connection with the Old Note and the Company
hereby acknowledges possession of the Shares and stock powers. The term "Pledged
Securities," as used herein, means the shares, certificate and stock power so
delivered, plus any additional money, property or securities delivered to or
otherwise held by the Company as additional security pursuant to the provisions
of this Note. Obligor does hereby create a further such security interest in all
dividends and distributions that may hereafter be declared or paid upon the
Pledged Securities as well as any securities issued in subdivision or
combination thereof, or in substitution therefor, to be received by the Company
and held as additional security for Obligor's obligations under this Note.
Obligor shall forthwith deliver to the Company any and all of such dividends,
distributions and securities that may be at any time received by Obligor (and
the Company is authorized to retain the same), to be held by the Company as
though the same were Pledged Securities, in accordance with the terms of this
Note. Any cash received and retained by the Company as additional security
hereunder pursuant to the foregoing provisions may at any time and from time to
time be applied (in whole or in part) by the Company, at the Company's option,
to the payment of interest on and/or principal of this Note (as the Company
shall in its sold discretion determined).
Obligor represents and warrants to the Company that Obligor
has, and will have while the Pledged Securities are on deposit with the Company
hereunder, good title to all of the Pledged Securities, free and clear of all
claims, mortgages, pledges, liens, encumbrances and security interests of every
nature whatsoever (except as provided herein); provided, however, that, (i) in
the event of any sale of Pledged Securities pursuant to the express terms and
conditions of Section 1(b) of the Agreement as amended on the date hereof,
Company shall release such Pledged Securities from the security interest granted
hereby and the same shall cease to be Pledged Securities for all purposes
hereunder, and (ii) in the event of any voluntary prepayment by Obligor of all
or any portion of the principal of this Note, Company shall release that number
of the Pledged Securities (rounded to the nearest whole share) as shall equal
the principal amount so prepaid divided by $5.375.
So long as the Pledged Securities are on deposit with the
Company hereunder, Obligor shall be entitled to exercise, as Obligor shall think
fit, but in a manner not inconsistent with
F:\GROUP\EDGAR\13D97\AMDNTS.596
Note Amendment May 7, 1996
2
<PAGE>
the terms of this Note, the voting power with respect to the Pledged Securities,
subject to the terms of the Voting Agreement (as defined in the Agreement as
amended on the date hereof).
Obligor hereby appoints the Company as Obligor's
attorney-in-fact for the purpose of carrying out the provisions of the Agreement
as amended on the date hereof and taking any action and executing any instrument
which either may deem necessary or advisable to accomplish the purposes hereof
or thereof. Without limiting the generality of the foregoing, the Company shall
have the right and power to receive, endorse and collect all checks and other
orders for the payment of money made payable to Obligor representing any
interest or dividend or other distribution payable in respect of the Pledged
Securities or any part thereof and to give full discharge for the same.
Notwithstanding anything to the contrary contained herein, if
Obligor ceases to be an employee of the Company or any subsidiary thereof or
ceases to be engaged in consulting activities for any thereof, all amounts owing
under this Note shall thereupon become and be immediately due and payable unless
the Company notifies the Purchaser otherwise.
If (i) Obligor shall fail to make any payment hereunder on or
prior to the date on which such payment is due (including pursuant to the
immediately preceding paragraph), (ii) Obligor shall die, (iii) Obligor shall
(A) be generally not paying his debts as they become due, (B) file, consent by
answer or otherwise to the filing against it of, default with respect to, or not
timely controvert, a petition for relief or reorganization or arrangement or any
other petition in bankruptcy, for liquidation or to take advantage of any
bankruptcy or insolvency law of any jurisdiction, (C) make an assignment for the
benefit of Obligor's creditors, (D) be adjudicated insolvent; or (E) take action
for the purpose of any of the foregoing, or (iv) a court or governmental
authority of competent jurisdiction shall enter an order appointing a custodian,
receiver, trustee or other officer with similar powers with respect to Obligor
or with respect to any substantial part of Obligor's property, or an order for
relief shall be entered in any case or proceeding for liquidation or
reorganization or otherwise to take advantage of any bankruptcy or insolvency
law of any jurisdiction, or ordering the dissolution, winding-up or liquidation
of Obligor, or any petition for any such relief shall be filed against Obligor
and such petition shall not be dismissed within 60 days -- then and in any such
event (each such event referred to in this paragraph being referred to herein as
an "Event of Default"), in addition to all rights and remedies of the Company
under applicable law and otherwise, all such rights and remedies being
cumulative, not exclusive and enforceable alternatively, successively and
concurrently, the Company may, at its option, declare all amounts owing under
this Note to be due and payable, whereupon the maturity of this Note shall be
accelerated and all amounts owing hereunder shall forthwith become and be
immediately due and payable.
If an Event of Default shall occur and be continuing (without
waiver), then, and in any such event, the Company shall be entitled to exercise
any and all rights and remedies with respect to the Pledged Securities or any
part thereof as are provided by the Uniform Commercial Code of the State of New
Jersey, as now or hereafter in effect, or other applicable law. In furtherance
of and
F:\GROUP\EDGAR\13D97\AMDNTS.596
Note Amendment May 7, 1996
3
<PAGE>
without limiting the foregoing, in such event the Company shall be entitled, at
its option and upon five days' prior notice to Obligor, to apply all or any part
of the Pledged Securities in satisfaction of amounts due under this Note, by
cancelling the Pledged Securities applied to the payment thereof (and for the
purposes hereof the Pledged Securities shall be valued at the Fair Market Value
thereof on the date of payment). Obligor recognizes that the Company would be
unable to effect a public sale of all or a part of the Pledged Securities absent
compliance with the Securities Act of 1933, as amended, as now or hereafter in
effect, and/or applicable Blue Sky or other state securities laws, as now or
hereafter in effect, and that compliance with the foregoing would subject the
Company to considerable expense. Accordingly, Obligor agrees that the Company
shall be deemed to have acted in a commercially reasonable manner by cancelling
Pledged Securities (in lieu of any sale thereof) as aforesaid in satisfaction of
amounts due under this Note.
Obligor and all endorsers, guarantors and sureties hereof
hereby severally waive diligence, demand, presentment, protest and notice of any
kind, and assent to extensions of the time of payment, release, surrender or
substitution of security, or forbearance or other indulgence, without notice.
Obligor may, at his or her option, at any time and from time
to time, prepay all or any part of the principal of this Note, without penalty
or premium (each such prepayment to be applied first to accrued interest and
then to principal).
This Note may not be changed, modified or terminated except by
an agreement in writing signed by the Company and Obligor.
Obligor agrees to pay all costs and expenses including
reasonable attorneys' fees, incurred by any holder of this Note in investigating
and enforcing any of such holder's rights and remedies following an Event of
Default hereunder, whether or not suit is instituted.
In the event of any litigation with respect to any of this
Note or the Collateral, Obligor waives the right to a trial by jury. Obligor
hereby irrevocably consents to the jurisdiction of the courts of the State of
New Jersey and of any federal court located in such State in connection with any
action or proceeding arising out of or relating to this Note or the Collateral.
Process in any such action or proceeding may be served on Obligor anywhere in
the world, whether within or without the State of New Jersey, by first class
certified or registered mail, postage prepaid, return receipt requested, or by
any other method allowed by law.
This Note shall be governed by New Jersey law without regard
to the conflicts of law principles thereof.
/s / Brian King
Obligor
F:\GROUP\EDGAR\13D97\AMDNTS.596
Note Amendment May 7, 1996
4
<PAGE>
SCHEDULE A TO AMENDED AND RESTATED SECURED PROMISSORY NOTE
PLEDGED SECURITIES
27,500 Shares No Par Value Concord Camera Corp. Common Stock
F:\GROUP\EDGAR\13D97\AMDNTS.596
Note Amendment May 7, 1996
5
<PAGE>
AMENDED AND RESTATED SECURED PROMISSORY NOTE
$147,812.50 As of May 7, 1996
FOR VALUE RECEIVED, Lawrence Pesin ("Obligor") hereby promises
to pay to the order of CONCORD CAMERA CORP., a New Jersey corporation (the
"Company"), in lawful money of the United States in immediately available funds,
at 35 Mileed Way, Avenel, New Jersey, 07001, or at such other place as the
Company or any holder hereof may from time to time designate, the principal sum
of One-Hundred Forty-Seven Thousand Eight Hundred Twelve and 50/100 Dollars
($147,812.50), on November 6, 2000 (or earlier as hereinafter provided), and to
pay interest at such office or place from the date hereof on the unpaid
principal balance hereof (calculated on the basis of a 365-day year and actual
days elapsed) at the rate of six percent (6%) per annum, payable on November 6,
1997 annually in arrears on each anniversary of the November 6th date hereof,
until such unpaid principal balance shall be due and payable (whether at
maturity, by acceleration or otherwise), and thereafter, on demand. In no event
shall the rate of interest hereunder exceed the maximum interest rate permitted
by applicable law.
Interest on this Note shall be payable in cash, except that so
long as Obligor remains an employee of the Company or any subsidiary thereof or
performs consulting activities for any thereof, Obligor may (i) apply the shares
of the Company's Common Stock pledged to the Company as provided below in
payment of interest, by delivering to the Company a letter in form and substance
reasonably satisfactory to the Company instructing it to apply the requisite
number of such shares to the payment of such interest (whereupon the number of
shares required for such payment shall be cancelled), it being understood that
for this purpose such shares shall be valued at the Fair Market Value (as
defined below) thereof on the date on which such letter is so delivered to the
Company, or (ii) deliver, as payment of interest, a secured promissory note
dated the date of payment of interest in the principal amount of such interest
payment and having substantially the same terms as this Note. Interest on this
Note may also be payable in any combination of cash, shares of the Company's
Common Stock or a secured promissory note, all on the terms described in the
preceding sentence. For the purposes hereof, the "Fair Market Value" per share
of Common Stock of the Company ("Common Stock") on any date means the average of
the closing prices for the Common Stock for the five consecutive trading days
immediately preceding such date. The closing price for the Common Stock on any
date shall be the closing price thereof officially reported on that date (or if
there were no sales on that date, on the next preceding date on which such
closing price was recorded) by the principal national securities exchange on
which the Common Stock is listed or admitted to trading, or if the Common Stock
is not listed or admitted to trading on any such national securities exchange,
the closing price as furnished by the National Association of Securities Dealers
through NASDAQ or a similar organization if NASDAQ is no longer reporting such
information, or, if the Common Stock is not reported on NASDAQ, as determined in
good faith by resolution of the Board of Directors of the Company (whose
determination shall be conclusive), based on the best information available to
it.
F:\GROUP\EDGAR\13D97\AMDNTS.596
Note Amendment May 7, 1996
1
<PAGE>
This Note amends and restates in all respects that certain
secured promissory note, dated May 7, 1996, from Obligor to the Company in the
principal amount of $147,812.50, (the "Old Note"). Amounts outstanding under the
Old Note on the date hereof shall be evidenced by and repayable in accordance
with this Note. Pursuant to an Agreement, dated as of May 7, 1996 (the
"Agreement"), between the Company and Obligor, the Company issued to Obligor the
shares of Common Stock listed on Schedule A hereto (the "Shares") and Obligor
paid the purchase price for the Shares by delivering to the Company the Old
Note.
To secure the complete and timely performance by Obligor of
Obligor's obligations under this Note, Obligor hereby pledges to the Company,
and grants to the Company a security interest in, the Shares. To perfect such
pledge, the Company will maintain possession of the Shares, as evidenced by a
properly issued and countersigned stock certificate therefor and accompanied by
a duly executed stock power therefor endorsed in blank, which have previously
been delivered to the Company in connection with the Old Note and the Company
hereby acknowledges possession of the Shares and stock powers. The term "Pledged
Securities," as used herein, means the shares, certificate and stock power so
delivered, plus any additional money, property or securities delivered to or
otherwise held by the Company as additional security pursuant to the provisions
of this Note. Obligor does hereby create a further such security interest in all
dividends and distributions that may hereafter be declared or paid upon the
Pledged Securities as well as any securities issued in subdivision or
combination thereof, or in substitution therefor, to be received by the Company
and held as additional security for Obligor's obligations under this Note.
Obligor shall forthwith deliver to the Company any and all of such dividends,
distributions and securities that may be at any time received by Obligor (and
the Company is authorized to retain the same), to be held by the Company as
though the same were Pledged Securities, in accordance with the terms of this
Note. Any cash received and retained by the Company as additional security
hereunder pursuant to the foregoing provisions may at any time and from time to
time be applied (in whole or in part) by the Company, at the Company's option,
to the payment of interest on and/or principal of this Note (as the Company
shall in its sold discretion determined).
Obligor represents and warrants to the Company that Obligor
has, and will have while the Pledged Securities are on deposit with the Company
hereunder, good title to all of the Pledged Securities, free and clear of all
claims, mortgages, pledges, liens, encumbrances and security interests of every
nature whatsoever (except as provided herein); provided, however, that, (i) in
the event of any sale of Pledged Securities pursuant to the express terms and
conditions of Section 1(b) of the Agreement as amended on the date hereof,
Company shall release such Pledged Securities from the security interest granted
hereby and the same shall cease to be Pledged Securities for all purposes
hereunder, and (ii) in the event of any voluntary prepayment by Obligor of all
or any portion of the principal of this Note, Company shall release that number
of the Pledged Securities (rounded to the nearest whole share) as shall equal
the principal amount so prepaid divided by $5.375.
So long as the Pledged Securities are on deposit with the
Company hereunder, Obligor shall be entitled to exercise, as Obligor shall think
fit, but in a manner not inconsistent with
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the terms of this Note, the voting power with respect to the Pledged Securities,
subject to the terms of the Voting Agreement (as defined in the Agreement as
amended on the date hereof).
Obligor hereby appoints the Company as Obligor's
attorney-in-fact for the purpose of carrying out the provisions of the Agreement
as amended on the date hereof and taking any action and executing any instrument
which either may deem necessary or advisable to accomplish the purposes hereof
or thereof. Without limiting the generality of the foregoing, the Company shall
have the right and power to receive, endorse and collect all checks and other
orders for the payment of money made payable to Obligor representing any
interest or dividend or other distribution payable in respect of the Pledged
Securities or any part thereof and to give full discharge for the same.
Notwithstanding anything to the contrary contained herein, if
Obligor ceases to be an employee of the Company or any subsidiary thereof or
ceases to be engaged in consulting activities for any thereof, all amounts owing
under this Note shall thereupon become and be immediately due and payable unless
the Company notifies the Purchaser otherwise.
If (i) Obligor shall fail to make any payment hereunder on or
prior to the date on which such payment is due (including pursuant to the
immediately preceding paragraph), (ii) Obligor shall die, (iii) Obligor shall
(A) be generally not paying his debts as they become due, (B) file, consent by
answer or otherwise to the filing against it of, default with respect to, or not
timely controvert, a petition for relief or reorganization or arrangement or any
other petition in bankruptcy, for liquidation or to take advantage of any
bankruptcy or insolvency law of any jurisdiction, (C) make an assignment for the
benefit of Obligor's creditors, (D) be adjudicated insolvent; or (E) take action
for the purpose of any of the foregoing, or (iv) a court or governmental
authority of competent jurisdiction shall enter an order appointing a custodian,
receiver, trustee or other officer with similar powers with respect to Obligor
or with respect to any substantial part of Obligor's property, or an order for
relief shall be entered in any case or proceeding for liquidation or
reorganization or otherwise to take advantage of any bankruptcy or insolvency
law of any jurisdiction, or ordering the dissolution, winding-up or liquidation
of Obligor, or any petition for any such relief shall be filed against Obligor
and such petition shall not be dismissed within 60 days -- then and in any such
event (each such event referred to in this paragraph being referred to herein as
an "Event of Default"), in addition to all rights and remedies of the Company
under applicable law and otherwise, all such rights and remedies being
cumulative, not exclusive and enforceable alternatively, successively and
concurrently, the Company may, at its option, declare all amounts owing under
this Note to be due and payable, whereupon the maturity of this Note shall be
accelerated and all amounts owing hereunder shall forthwith become and be
immediately due and payable.
If an Event of Default shall occur and be continuing (without
waiver), then, and in any such event, the Company shall be entitled to exercise
any and all rights and remedies with respect to the Pledged Securities or any
part thereof as are provided by the Uniform Commercial Code of the State of New
Jersey, as now or hereafter in effect, or other applicable law. In furtherance
of and
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<PAGE>
without limiting the foregoing, in such event the Company shall be entitled, at
its option and upon five days' prior notice to Obligor, to apply all or any part
of the Pledged Securities in satisfaction of amounts due under this Note, by
cancelling the Pledged Securities applied to the payment thereof (and for the
purposes hereof the Pledged Securities shall be valued at the Fair Market Value
thereof on the date of payment). Obligor recognizes that the Company would be
unable to effect a public sale of all or a part of the Pledged Securities absent
compliance with the Securities Act of 1933, as amended, as now or hereafter in
effect, and/or applicable Blue Sky or other state securities laws, as now or
hereafter in effect, and that compliance with the foregoing would subject the
Company to considerable expense. Accordingly, Obligor agrees that the Company
shall be deemed to have acted in a commercially reasonable manner by cancelling
Pledged Securities (in lieu of any sale thereof) as aforesaid in satisfaction of
amounts due under this Note.
Obligor and all endorsers, guarantors and sureties hereof
hereby severally waive diligence, demand, presentment, protest and notice of any
kind, and assent to extensions of the time of payment, release, surrender or
substitution of security, or forbearance or other indulgence, without notice.
Obligor may, at his or her option, at any time and from time
to time, prepay all or any part of the principal of this Note, without penalty
or premium (each such prepayment to be applied first to accrued interest and
then to principal).
This Note may not be changed, modified or terminated except by
an agreement in writing signed by the Company and Obligor.
Obligor agrees to pay all costs and expenses including
reasonable attorneys' fees, incurred by any holder of this Note in investigating
and enforcing any of such holder's rights and remedies following an Event of
Default hereunder, whether or not suit is instituted.
In the event of any litigation with respect to any of this
Note or the Collateral, Obligor waives the right to a trial by jury. Obligor
hereby irrevocably consents to the jurisdiction of the courts of the State of
New Jersey and of any federal court located in such State in connection with any
action or proceeding arising out of or relating to this Note or the Collateral.
Process in any such action or proceeding may be served on Obligor anywhere in
the world, whether within or without the State of New Jersey, by first class
certified or registered mail, postage prepaid, return receipt requested, or by
any other method allowed by law.
This Note shall be governed by New Jersey law without regard
to the conflicts of law principles thereof.
/s/ Lawrence Pesin
Obligor
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<PAGE>
SCHEDULE A TO AMENDED AND RESTATED SECURED PROMISSORY NOTE
PLEDGED SECURITIES
27,500 Shares No Par Value Concord Camera Corp. Common Stock
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