<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Concord Camera Corp.
--------------------
(Name of Issuer)
Common Stock, no par value per share
------------------------------------
(Title of Class of Securities)
206156101
---------
(CUSIP Number)
Ralph J. Sutcliffe, Esq
Kronish Lieb Weiner & Hellman LLP
1114 Avenue of the Americas
New York, New York 10036
(212) 479-6000
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 27, 2000
-------------------------------------------------------
(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 [_].
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 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 503,450
-------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 405,000
EACH -------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING 908,450
-------------------------------------------------------
PERSON WITH 1 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
908,450
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
Page 2
<PAGE>
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brial F. 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 120,000
-------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 153,333
EACH -------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING 273,333
-------------------------------------------------------
PERSON WITH 1 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
273,333
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
Page 3
<PAGE>
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Keith L. 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 112,000
-------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 55,000
EACH -------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING 167,000
-------------------------------------------------------
PERSON WITH 1 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
167,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
Page 4
<PAGE>
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harlan I. Press
- --------------------------------------------------------------------------------
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 55,000
-------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,000
EACH -------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING 59,000
-------------------------------------------------------
PERSON WITH 1 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
59,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
Page 5
<PAGE>
- --------------------------------------------------------------------------------
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 34,000
-------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 14,000
EACH -------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING 48,000
-------------------------------------------------------
PERSON WITH 1 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
Page 6
<PAGE>
Item 1. Security and Issuer
This statement relates to the common stock, no par value per share (the
"Common Stock"), of Concord Camera Corp., a New Jersey corporation ("Concord" or
the "Company"). The principal executive offices of the Company are located at
4000 Hollywood Boulevard, Presidential Circle - Suite 650N, Hollywood, Florida
33021.
Item 2. Identity and Background
This statement is filed by a group of five individuals (individually, a
"Filing Person" and collectively, the "Group") who are either officers or
employees of the Company. This statement amends Items 2, 3, 4, 5, 6 and 7 of the
Schedule 13D filed with the Commission on November 17, 1995, as amended by
Amendment No. 1 filed March 6, 1997 and Amendment No. 2 filed August 5, 1997, by
revising such items in accordance with the information contained herein.
The name and principal occupation of each Filing Person are set forth
below. The principal business address of each Filing Person is Concord Camera
Corp., 4000 Hollywood Boulevard, Presidential Circle - Suite 650N, Hollywood,
Florida 33021. Each Filing Person is a citizen of the United States.
Name Principal Occupation
---- --------------------
Ira B. Lampert Chairman of the Board & Chief Executive Officer
Brian F. King Senior Vice President & Secretary
Keith L. Lampert Vice President
Harlan I. Press Corporate Controller & Assistant Secretary
Arthur Zawodny Director, Design Engineering
During the last five years, no Filing Person has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), nor
has any such person been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
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.
Item 3. Source and Amount of Funds or Other Consideration
The intra-Group purchases described in Item 4 below were made by the
delivery of secured promissory notes in the initial aggregate principal amount
of $803,562.50, which amount consists of the individual amounts listed on
Appendix A attached hereto and incorporated by reference herein.
Item 4. Purpose of Transaction
Intra-Group Purchases: Since the filing of Amendment No. 2 on August 5,
1997, certain individuals who were then members of the Group left the employ of
the Company. As contemplated by the Management Equity Provisions of the
Company's Stock Incentive Plan, Group members who continue in the employ of the
Company may be eligible to purchase the positions of exiting employees. In a
series of transactions since the filing of the last amendment, an aggregate of
149,500 shares and 97,833 options were transferred from exiting employees to
other members of the Group. All of such shares and options were previously
reported as shares and options held by employees who were then
Page 7
<PAGE>
members of the Group but have since left the Company. The secured promissory
notes previously delivered by the exiting employees in payment for their shares
were canceled upon delivery of new promissory notes by current Group members in
payment for such shares. Appendix A attached hereto and incorporated by
reference herein sets forth information with respect to the parties to these
transactions, the number of shares and options purchased by each Filing Person
and the amount of each promissory note delivered by such person in payment
therefor.
Each Filing Person who purchased shares and options as described in
Annex A is a senior manager of the Company. As such, he is interested in
increasing his financial commitment to the Company's success.
Item 5. Interest in Securities of the Issuer
Sales: On January 27, 2000 Ira B. Lampert sold a total of 164,990
shares of Common Stock at a price of $29.8125 per share (net of commission). The
shares were sold in an open market transaction on the NASDAQ National Market. Of
the shares sold, 150,000 shares represent shares purchased by Ira Lampert in
accordance with the Company's Management Equity Provisions and the balance of
14,990 shares represent open market purchases. A portion of the proceeds from
the sale of such shares was used to prepay in full an aggregate of $
1,214,649.86 owed to the Company by Ira Lampert under secured promissory notes
issued in connection with the purchase of shares under the Management Equity
Provisions. On February 2, 2000 Keith L. Lampert sold a total of 55,000 shares
of Common Stock at a price of $29.00 per share (net of commission). The shares
were sold in an open market transaction on the NASDAQ National Market. All of
the shares sold represent shares purchased by Keith Lampert pursuant to the
Company's Management Equity Provisions; and a portion of the proceeds from the
sale of such shares will be used by him to prepay in full an aggregate of $
222,744.12 owed to the Company under promissory notes issued in connection with
the purchase of such shares.
According to the Company's Quarterly Report on Form 10-Q for the
quarter ended October 2, 1999, there were 11,686,117 shares of Common Stock
outstanding as of October 27, 1999. Since the purchases described in Item 4
above represent intra-Group transfers from exiting employees to other Group
members, such purchases do not impact the Group's overall percentage ownership
in the Company. However, recent sales totaling 219,990 shares, described above
in this Item 5, reduce the number of shares currently owned by the Group to
1,455,783, including 322,450 shares currently outstanding and 1,133,333 shares
underlying options exercisable within 60 days from January 27, 2000. As detailed
on Appendix B attached hereto and incorporated by reference herein, each Filing
Person owns the aggregate number of shares listed in the first two columns on
Appendix B; in addition, each such Filing Person is deemed to own the aggregate
number of shares underlying options exercisable within 60 days from January 27,
2000, as listed in the third and fourth columns on Appendix B. Accordingly, the
Group may be deemed to own an aggregate of 1,455,783 shares or approximately
11.4% of the Company's outstanding Common Stock (based on the number of shares
outstanding on October 27, 1999 plus the 1,133,333 shares underlying options
exercisable within 60 days from January 27, 2000 for a total of 12,819,450
shares that would be outstanding if all such options were exercised).
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer
The Company's Management Equity Provisions provide generally that so
long as a Filing Person remains a member of the Group, such person will be
required to own shares of the Company's Common Stock in an amount not less than
50% of such person's shares issued pursuant to the Management Equity Provisions
plus shares issuable upon the exercise of options thereunder. As a participant
in the Management Equity Provisions, each Filing Person is required to execute
certain Agreements and Documents (the "MEP Agreements and Documents") with
respect to his purchase of shares and options pursuant to these provisions. The
purchases described in this amendment all relate to transactions involving an
exiting employee who was the seller in the transaction, the Company as the
financing entity and one or more Group member purchasers. With respect to each
transaction, the MEP Agreements and Documents consisted of the following:
o Purchase Agreement by and among the exiting employee, the Company and each
Filing Person who purchased shares in that transaction;
Page 8
<PAGE>
o Amendment to the Amended and Restated Voting Agreement dated February 27,
1997(the "Voting Agreement," as filed with the Commission on March 6, 1997 as
Exhibit F to Amendment No. 1 to Schedule 13D) pursuant to which the Filing
Person agreed that the shares purchased as well as the shares underlying the
purchased options shall be subject to the terms of the Voting Agreement.
o Secured Promissory Note in the principal amount of the purchase price for the
shares and options, together with the pledged securities consisting of the
shares of the Company's Common Stock purchased in the transaction;
o Option Agreement pursuant to which the Filing Person consented to the terms
and conditions set forth therein with respect to the exercise of the options
purchased from the exiting employee.
Pursuant to the Voting Agreement, each Filing Person authorized Ira
Lampert to vote his shares of Common Stock in such manner as may be determined
by the holders of a majority of the Company's Common Stock governed by the
Voting Agreement. In the Voting Agreement, each Group member also acknowledged
that a "group" had been formed for purposes of Section 13(d) under the
Securities Act of 1934 and agreed to provide Ira Lampert with such information
as may be required to enable him to file a Schedule 13D and any amendments
thereto on behalf of such Group.
Each secured promissory note bears interest at 6% payable annually in
arrears. The shares purchased are pledged to secure payment of the promissory
note. The promissory notes listed in Appendix A, together with the notes
described in prior amendments to this Schedule 13D, amounted to an aggregate
initial principal amount of $2,386,500 as of December 31, 1999 (prior to giving
effect to the prepayments described in Item 5 above). In April 1999, the
Company's Board of Directors adopted a policy whereby the Company would forgive
a portion of the indebtedness represented by each note and concurrently release
a proportionate number of purchased shares held by the Company as security for
payment of the note. The debt forgiveness and share release policy began on May
1, 1999 and will continue on January 1 each year through January 1, 2003. In any
event, if a Filing Person ceases to be an employee or consultant of the Company,
the principal amount of the promissory note would immediately become due and
payable, including any amounts scheduled to be forgiven at a future date.
In January 2000, the Company's Board of Directors further provided
that a participant in the Management Equity Provisions would have the right to
prepay all or any portion of the indebtedness represented by a secured note
issued in connection with the purchase of shares, and that the amount so prepaid
would be repaid to the participant as deferred compensation at such time as the
amount would otherwise have been forgiven in accordance with the debt
forgiveness and share release policy described above. The participants who sold
shares as described in Item 5 above have prepaid or will prepay their notes to
the Company in full and, assuming their continued employment with the Company,
should be entitled to receive deferred compensation in lieu of the amounts
scheduled to be forgiven under the debt forgiveness program described above.
Item 7. Material to be Filed as Exhibits
Appendix A - List of Exiting Employee Sales and Filing Person Purchases
Appendix B - List of Shares and Options Owned by Each Filing Person
Exhibit 1 - MEP Agreements and Documents relating to the sale on April
30, 1998 by Eli Shoer to Ira B. Lampert of 10,000 shares and
10,000 Options
Exhibit 2 - MEP Agreements and Documents dated relating to the sale on
June 11, 1998 by Lawrence Pesin of an aggregate of 37,500
shares and 37,500 options to Brian King (18,750 shares and
18,750 options) and Keith Lampert (18,750 shares and 18,750
options)
- --------------------------------------------------------------------------------
Page 9
<PAGE>
Exhibit 3 - MEP Agreements and Documents relating to the sale on July 1,
1998 by Steve Jackel of an aggregate of 100,000 shares and
48,333 options to Brian King (23,750 shares and 17,083
options), Ira Lampert (45,000 shares) and Keith L. Lampert
(31,250 shares and 31,250 options
Exhibit 4 - MEP Agreements and Documents dated December 7, 1999 relating
to the sale on January 6, 2000 by George Erfurt to Harlan I.
Press of 2,000 shares and 2,000 options.
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 10, 2000
IRA B. LAMPERT
BRIAN F. KING
KEITH L. LAMPERT
HARLAN I. PRESS
ARTHUR ZAWODNY
By: /s/ Ira B. Lampert
------------------------------
Ira B. Lampert*
- ---------------------
*Executed and filed on behalf of each Filing Person listed above in accordance
with Section 6 of the Amended and Restated Voting Agreement dated February 27,
1997 and filed with the Commission on March 6, 1997 as Exhibit F to Amendment
No. 1 to this Schedule 13D.
Page 10
<PAGE>
INDEX
of
APPENDICES and EXHIBITS
<TABLE>
<CAPTION>
<S> <C> <C>
Appendix A - List of Exiting Employee Sales and Filing Person Purchases Page 12
Appendix B - List of Shares and Options Owned by Each Filing Person Page 13
Exhibit 1 - MEP Agreements and Documents relating to the sale on April 30, 1998 by Eli Shoer to Page 1-1
Ira B. Lampert of 10,000 shares and 10,000 Options
Exhibit 2 - MEP Agreements and Documents relating to the sale on June 11, 1998 by Lawrence Pesin Page 2-1
of an aggregate of 37,500 shares and 37,500 options to Brian King (18,750 shares and
18,750 options) and Keith Lampert (18,750 shares and 18,750 options)
Exhibit 3 - MEP Agreements and Documents relating to the sale on July 1, 1998 by Steve Jackel of Page 3-1
an aggregate of 100,000 shares and 48,333 options to Brian King (23,750 shares and
17,083 options), Ira Lampert (45,000 shares) and Keith L. Lampert (31,250 shares and
31,250 options
Exhibit 4 - MEP Agreements and Documents dated December 7, 1999 relating to the sale on January 6, Page 4-1
2000 by George Erfurt to Harlan I. Press of 2,000 shares and 2,000 options.
</TABLE>
Page 11
<PAGE>
APPENDIX A
Exiting Employee Sales/Filing Person Purchases
<TABLE>
<CAPTION>
Date of Seller Purchaser No. of No. of Principal Amount of
Transaction (Exiting Employee) (Filing Person) Shares Options Promissory Note
----------- ------------------ --------------- ------- ------- -------------------
<S> <C> <C> <C> <C> <C>
April 30, 1998 Eli Shoer Ira B. Lampert 10,000 10,000 $ 53,750.00
June 11, 1998 Lawrence Pesin Brian F. King 18,750 18,750 $100,781.25
June 11, 1998 Lawrence Pesin Keith L. Lampert 18,750 18,750 $100,781.25
July 1, 1998 Steve Jackel Brian F. King 23,750 17,083 $127,656.25
July 1, 1998 Steve Jackel Ira Lampert 45,000 - $241,875.00
July 1, 1998 Steve Jackel Keith L. Lampert 31,250 31,250 $167,968.75
January 6, 2000 George Erfurt Harlan I. Press 2,000 2,000 $ 10,750.00
------- ------- -----------
Totals 149,500 97,833 $803,562.50
</TABLE>
Page 12
<PAGE>
APPENDIX B
Shares and Options Owned by Each Filing Person
<TABLE>
<CAPTION>
Options
Number of Shares Owned Exercisable within 60 days
---------------------------------------- -----------------------------------
Shares purchased Shares purchased Options Outside Options purchased
Filing Person outside of MEP* under MEP of MEP under MEP Totals Percentage**
- ------------- ---------------- ---------------- --------------- ----------------- ------ ------------
<S> <C> <C> <C> <C> <C> <C>
Ira B. Lampert 53,450 150,000 450,000 255,000 908,450 7.1%
Brian F. King -- 80,000 120,000 73,333 273,333 2.1%
Keith L. Lampert 30,000 -- 82,000 55,000 167,000 1.3%
Harlan I. Press -- 2,000 55,000 2,000 59,000 0.5%
Arthur Zawodny -- 7,000 35,000 7,000 48,000 0.4%
------- ------- ------- -------- --------- -----
Subtotals 83,450 239,000 741,000 392,333
Totals 322,450 1,133,333 1,455,783 11.4%**
</TABLE>
- ----------------------
* "MEP" refers to the Company's Management Equity Provisions.
** Based on 11,686,117 shares outstanding as of October 27, 1999 plus 1,133,333
shares underlying options exercisable within 60 days from January 27, 2000
for a total of 12,819,450 shares that would be outstanding if all such
options were exercised.
Page 13
<PAGE>
Exhibit 1
AGREEMENT
AGREEMENT, dated as of April 30, 1998 by and among Eli Shoer having an
address at 5 Post Lane, Palisades New York, 10964 ("Seller"), Concord Camera
Corp., a New Jersey corporation having an address at 35 Mileed Way, Avenel, New
Jersey 07001 (the "Company"), and each of the individuals whose names are set
forth at the foot of this Agreement, having an address care of the Company
(collectively, the "Purchasers").
WHEREAS, Seller is a participant in the Management Stock provisions of
the Company, pursuant to which he has purchased 10,000 shares of common stock of
the Company (the "Shares") and is the holder of an option to purchase 10,000
shares of common stock of the Company (the "Option") and is the obligor under a
promissory note to the Company in an outstanding principal amount equal to
$53,750.00(Fifty Three thousand seven hundred fifty dollars) plus accrued
interest (the "Note").
WHEREAS, each of the Purchasers desires to purchase from Seller the
number of Shares and portion of the Option set forth opposite their respective
names at the foot of this Agreement in consideration of the assumption of each
of the Purchasers of all of Seller's obligations under the portion of the Note
set forth opposite their respective names at the foot of this Agreement; and
WHEREAS, the Company is willing to consent to such purchase, sale and
assumption and upon the occurrence thereof; is willing to release Seller from
any further obligations under the Note.
NOW, THEREFORE, the parties hereby take the actions evidenced by this
Agreement and agree as follows:
1. Seller hereby represents and warrants to each of the Purchasers that
Seller is the record and beneficial owner of the Shares of the Option free and
clear of any liens, claims or encumbrances of any type whatsoever, except for
the pledge of the Shares to the Company as security for payment of the Note, and
that the outstanding principal amount of the Note is as set forth above.
2. Seller hereby sells, transfers and conveys to each of the
Purchasers, and each of the Purchasers hereby accepts, the number of Shares and
the portion of the Option set forth opposite each such Purchaser's name at the
foot of this Agreement and each of the Purchasers hereby assumes all of Seller's
obligations under the portion of the Note set forth opposite each such
Purchaser's name at the foot of this Agreement.
3. The Company hereby consents to the foregoing and releases Seller
from any and all obligations of Seller under the Note. Concurrently with the
execution and delivery hereof, the Company has returned to Seller the Note
stamped canceled.
4. Concurrently with the execution and delivery hereof, each of the
Purchasers has delivered to the Company, and the Company has accepted, a new
promissory note evidencing the portion of the principal amount of the Note plus
accrued interest assumed by each Purchaser, a pledge agreement granting to the
Company a security interest in the Shares purchased by each Purchaser and the
certificate in the name of each Purchaser representing such Shares.
1-1
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its representatives thereunto duly authorized, and each of Seller
and the Purchasers has duly authorized, and each of Seller and the Purchasers
has duly executed this Agreement as of the day and year first above written.
SELLER CONCORD CAMERA CORP.
______________________________ By: ______________________________________
Name: Ira B. Lampert
Dated: _____________ Title: Chairman and Chief Executive Officer
Dated: ______________
Purchaser: Ira Lampert __________________________________________
Ira Lampert
Number of Shares
Purchased: 10,000
Option with respect to
10,000 shares
Principal amount of
Promissory Note: $53,750
plus accrued interest
1-2
<PAGE>
AGREEMENT
AGREEMENT, dated as of April 30, 1998, by Ira B. Lampert
("Lampert").
Reference is made to (i) that certain Amended and Restated
Voting Agreement, dated February 28, 1997, among Concord Camera Corp., a New
Jersey Corporation (the "Company"), Lampert and certain other parties signatory
thereto (the "Voting Agreement") and (ii) that certain Agreement, dated April
30, 1998 by and among Eli Shoer ("Shoer"), the Company and Lampert (the "Shoer
Agreement").
Lampert hereby agrees, for the benefit of the parities to the
Voting Agreement, (i) that the shares of common stock of the Company he is
purchasing pursuant to the Shoer Agreement and the shares of common stock of the
Company issuable upon exercise f the options he is purchasing pursuant to the
Shoer Agreement shall be deemed to be "Shares" as defined in the Voting
Agreement and, as such, shall be subject tot he Voting Agreement, and (ii) to be
bound by the Voting Agreement with respect to the shares of common stock of the
Company issuable upon exercise of the options he is purchasing pursuant to the
Shoer Agreement.
IN WITNESS WHEREOF, Lampert has executed this Agreement as of
the date first written above.
/s/ Ira B. Lampert
_____________________________
Ira B. Lampert
1-3
<PAGE>
SECURED PROMISSORY NOTE
$53,750.00 As of November 7, 1995
FOR VALUE RECEIVED, Ira 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 Fifty Three Thousand Seven Hundred Fifty and 00/100 Dollars ($53,750.00), 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 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 canceled), 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.
1-4
<PAGE>
Pursuant to an Agreement, dated as of April 30, 1998 among Eli
Shoer ("Shoer"), the Company, and the Obligor (the "Agreement"), Shoer, with the
Company's consent, sold to Obligor the shares of Common Stock listed on Schedule
A hereto (the "Shares"). Obligor paid the purchase price for the Shares by
delivering to the Company this Note in substitution for that certain Amended and
Restated Secured Promissory Note, dated as of November 7, 1995, from Shoer to
the Company in the principal amount of $53,750 (the "Old Note"). Amounts not in
excess of $53,750 in principal, and accrued but unpaid interest on such
principal amount, outstanding under the Old Note on the date hereof shall be
evidenced by and repayable in accordance with 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 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, 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 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).
1-5
<PAGE>
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 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 canceling 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 canceling Pledged Securities (in lieu of any sale thereof) as
aforesaid in satisfaction of amounts due under this Note.
1-6
<PAGE>
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.
_____________________________
Ira Lampert
1-7
<PAGE>
SCHEDULE A TO SECURED PROMISSORY NOTE
PLEDGED SECURITIES
10,000 Shares No Par Value Concord Camera Corp. Common Stock
1-8
<PAGE>
OPTION AGREEMENT, dated as of December 22, 1996, between Ira
B. Lampert (the "Optionee"), with a business address at c/o Concord Camera
Corp., 35 Mileed Way, Avenel, New Jersey 07001-2403, and CONCORD CAMERA CORP.
("Concord"), a New Jersey corporation.
WHEREAS, the Optionee is presently employed by Concord or a
subsidiary (as defined in Concord's Incentive Plan (the "Plan")) thereof
(collectively, the "Concord Group of Companies"); and
WHEREAS, Concord is desirous of increasing the incentive of
the Optionee to exert his utmost efforts to contribute to the future success and
prosperity of the Concord Group of Companies; and
WHEREAS, with Concord's consent, pursuant to that certain
Agreement, dated as of April 30, 1998 by and between Eli Shoer ("Shoer"), the
Optionee, the Optionee has purchased from Shoer the right and option to purchase
an aggregate of 10,000 shares of Concord's no par value common stock (the
"Common Stock"); and
WHEREAS, upon execution of this Option Agreement, that certain
Option Agreement, dated as of December 22, 1996, by and between Shoer and
Concord is being canceled and replaced in part by this Option Agreement;
NOW, THEREFORE, the parties agree as follows:
1. Grant of Option.
Pursuant to the Plan, and subject to the terms and conditions
set forth therein and herein, Concord hereby grants to the Optionee the right
and option (the "Option") to purchase an aggregate of 10,000 shares (the "Option
Shares") of Concord's no par value common stock (the "Common Stock") which
Option is intended to qualify as an incentive stock option, as defined in
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
1-9
<PAGE>
2. Purchase Price.
The purchase price (the "Purchase Price") of the Option Shares
shall be $1.8125 per share, subject to adjustment pursuant to Paragraph 6.
3. Time of Exercise.
(a) The Optionee shall be entitled to exercise the Option: (1)
as to 20% of total number of Option Shares as of the date hereof, and (ii) as to
an additional 1/48 of the total number of remaining Option Shares on December
31, 1996 and on the last day of each subsequent calendar month until November
30, 2000 (see attached "Exhibit A" vesting schedule).
(b) The Option shall expire and shall not be exercisable after
December 21, 2006, unless the Option shall be sooner terminated pursuant to
Paragraph 4.
(c) Notwithstanding anything to the contrary contained herein,
if the average Fair Market Value (as defined below) of one share of 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 underlying shares of
Common Stock.
4. Exercise of Option After Termination of Employment or
Death.
(a) Except as provided in subparagraph 4(b) below, if the
employment of the Optionee with a member of the Concord Group of Companies shall
be terminated for any reason and immediately after such termination the Optionee
shall not then be employed by any other member of the Concord Group of
Companies, the Option to the extent not theretofore exercised or exercisable
shall expire forthwith unless otherwise agreed to by the Concord.
1-10
<PAGE>
(b) If the Optionee's employment with a member of the Concord
Group of Companies shall be terminated for cause by Concord or voluntarily by
Optionee without the consent of Concord, the Option, to the extent not
exercised, shall immediately terminate and cease to be exercisable. If the
Optionee's employment is terminated by death, disability, without cause by
Concord or voluntarily by Optionee with the consent of Concord, then any
unvested portion of the Option shall be forfeited and the Option may be
exercised as to the vested portion at any time or from time to time until the
earlier of four years from the date of termination or December 21, 2006.
(c) The Option may not be exercised pursuant to this Paragraph
4 except to the extent that the Optionee was entitled to exercise the Option at
the time of the termination of his employment, or at the time of his death, and
in any event may not be exercised after December 21, 2006.
5. Leave of Absence.
In the event the Optionee is on military or sick leave or
other bona fide leave of absence (such as temporary employment by the United
States or any state government), the Optionee shall be considered as remaining
in the employ of his employer for 90 days or such longer period as shall be
determined by the Board of Directors of his employer.
6. Adjustment upon Changes in Capitalization.
(a) In the event that the outstanding shares of Common Stock
are hereafter changed by reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split-up, combination or exchange of
shares and the like, or dividends payable in shares of Common Stock, an
appropriate adjustment shall be made by the Board of Directors of Concord in the
aggregate number of Option Shares and Purchase Price. If Concord shall be
reorganized, consolidated, or merged with another corporation, or if all or
substantially all of the assets of Concord shall be sold or exchanged, the
Optionee shall thereupon, be entitled to receive upon the exercise of the Option
the same number and kind of shares of stock or the same amount of property, cash
or securities as he would have been entitled to receive upon the occurrence of
any such corporate event as if he had been, immediately prior to such event, the
holder of the number of Option Shares covered by the Option; provided, however,
that if any of such events occur, the Board of Directors of Concord shall have
the discretionary power to prevent the Option from being disqualified as an
incentive stock option.
1-11
<PAGE>
(b) Any adjustment under this Paragraph 6 in the number of
shares of Common Stock subject to the Option shall apply proportionately to only
the unexercised and unexercisable portion of the Option. If fractions of a share
would result from any such adjustment, the adjustment shall be revised to the
next lower whole number of shares.
7. Method of Exercising Option.
(a) The Option shall be exercised by the delivery by Optionee
to Concord at its principal office (or at such other address as may be
established by Concord's Board of Directors) of written notice of the number of
shares of Common Stock with respect to which the Option is being exercised
accompanied by payment in full of the Purchase Price of such shares. Payment of
the Purchase Price for such shares of Common Stock may be made (i) in U. S.
dollars by delivery of cash or personal check, bank draft or money order payable
to the order of Concord or by money transfers or direct account debits; (ii) by
delivery of certificates representing shares of Common Stock having a fair
market value (as defined below) equal to the such Purchase Price; (iii) pursuant
to a broker-assisted "cashless exercise" program if established by Concord; and
(iv) by any combination of the methods of payment described in (i) through (iii)
above.
1-12
<PAGE>
(b) 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 Concord (whose determination shall be
conclusive), based on the best information available to it.
8. Withholding.
Concord's obligation to deliver shares of Common Stock upon
the exercise of the Option shall be subject to the payment by the Optionee of
any applicable federal, state and local withholding tax. Concord shall, to the
extent permitted by law, have the right to deduct from any payment of any kind
otherwise due to the Optionee any federal, state or local taxes required to be
withheld with respect to such payment. Subject to the right of Concord's Board
of Directors or any committee thereof to disapprove any such election and
require the withholding tax in cash, the Optionee shall have the right to elect
to pay the withholding tax with shares of Common Stock to be received upon
exercise of the Option or which are otherwise owned by the Optionee. Any
election to pay withholding taxes with stock shall be irrevocable once made.
1-13
<PAGE>
9. Representations.
(a) Unless prior to the exercise of the Option the shares of
Common Stock issuable upon such exercise are the subject of a registration
statement filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), and there is then in
effect a prospectus filed as part of such registration statement meeting the
requirements of Section 10(a)(3) of the Securities Act, the notice of exercise
with respect to the Option shall be accompanied by a representation or agreement
of the Optionee to Concord to the effect that such shares are being acquired for
investment only and not with a view to the resale or distribution thereof, or
such other documentation as may be required by Concord, unless, in the opinion
of counsel to Concord, such representation, agreement or documentation is not
necessary to comply with the Securities Act. If appropriate, certificate(s) for
the Option Shares issued upon the exercise of the Option shall bear a legend
reciting that such Option Shares may only be transferred if there is then in
effect a prospectus filed as part of such registration statement meeting the
requirements of Section 10(a)(3) of the Securities Act unless, in the opinion of
counsel to Concord, such registration is not required. Concord may also issue
"stop transfer" instructions with respect to Option Shares acquired by the
exercise of the Option.
(b) Concord shall not be obligated to issue or sell any shares
of Common Stock until they have been listed on each securities exchange on which
the shares of Common Stock may then be listed and until and unless, in the
opinion of counsel to Concord, Concord may issue such shares pursuant to a
qualification or an effective registration statement, or an exemption from
registration, under such state and federal laws, rules or regulations as such
counsel may deem applicable. Concord shall use reasonable efforts to effect such
listing, qualification and registration, as the case may be.
1-14
<PAGE>
10. Option Cannot be Transferred.
Unless otherwise agreed to by Concord, the Option is not
transferable otherwise than by will or the laws of descent and distribution, and
the Option may be exercised during Optionee's lifetime only by the Optionee. Any
attempt to transfer the Option in contravention of this Paragraph 10 is void ab
initio. The Option shall not be subject to execution, attachment or other
process.
11. No Rights in Option Shares.
The Optionee shall have none of the rights as a shareholder
with respect to any Option Shares until such Option Shares shall be issued to
him upon exercise of the Option.
12. Not a Contract of Employment.
Nothing contained herein shall confer upon the Optionee any
right to remain in the employ of any member of the Concord Group of Companies.
13. Miscellaneous.
This Option Agreement cannot be changed or terminated orally.
This Option Agreement contains the entire agreement between the parties relating
to the subject matter hereof. This Option Agreement has been executed in the
State of New Jersey and shall be governed by and construed in accordance with
the laws of New Jersey. The paragraph headings herein are intended for
convenience of reference only and shall not affect the interpretation hereof.
1-15
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Option
Agreement as of the day and year first above written.
CONCORD CAMERA CORP.
By: /s/ Ira B. Lampert
-------------------
Ira B. Lampert
Chairman & CEO
Optionee:
/s/ Ira B. Lampert
----------------------
Ira B. Lampert
1-16
<PAGE>
Exhibit 2
AGREEMENT
AGREEMENT, dated as of June 11, 1998, by and among Lawrence Pesin
having an address at 700 Astri Terrace, Valley Cottage, NY 10989 ("Seller"),
Concord Camera Corp., a New Jersey corporation having an address at 35 Mileed
Way, Avenel, New Jersey 07001 (the "Company"), and each of the individuals whose
names are set forth at the foot of this Agreement, having an address care of the
Company (collectively, the "Purchasers").
WHEREAS, Seller is a participant in the Management Stock provisions of
the Company, pursuant to which he has purchased 37,500 shares of common stock of
the Company (the "Shares") and is the holder of an option to purchase 37,500
shares of common stock of the Company (the "Option") and is the obligor under a
promissory note to the Company in an outstanding principal amount equal to
$201,562.50 plus accrued interest (the "Note").
WHEREAS, each of the Purchasers desires to purchase from Seller the
number of Shares and portion of the Option set forth opposite their respective
names at the foot of this Agreement in consideration of the assumption of each
of the Purchasers of all of Seller's obligations under the portion of the Note
set forth opposite their respective names at the foot of this Agreement; and
WHEREAS, the Company is willing to consent to such purchase, sale and
assumption and upon the occurrence thereof is willing to release Seller from any
further obligations under the Note.
NOW, THEREFORE, the parties hereby take the actions evidenced by this
Agreement and agree as follows:
1. Seller hereby represents and warrants to each of the Purchasers that
Seller is the record and beneficial owner of the Shares of the Option free and
clear of any liens, claims or encumbrances of any type whatsoever, except for
the pledge of the Shares to the Company as security for payment of the Note, and
that the outstanding principal amount of the Note is as set forth above.
2. Seller hereby sells, transfers and conveys to each of the
Purchasers, and each of the Purchasers hereby accepts, the number of Shares and
the portion of the Option set forth opposite each such Purchaser's name at the
foot of this Agreement and each of the Purchasers hereby assumes all of Seller's
obligations under the portion of the Note set forth opposite each such
Purchaser's name at the foot of this Agreement.
3. The Company hereby consents to the foregoing and releases Seller
from any and all obligations of Seller under the Note. Concurrently with the
execution and delivery hereof, the Company has returned to Seller the Note
stamped canceled.
4. Concurrently with the execution and delivery hereof, each of the
Purchasers has delivered to the Company, and the Company has accepted, a new
promissory note evidencing the portion of the principal amount of the Note plus
accrued interest assumed by each Purchaser, a pledge agreement granting to the
Company a security interest in the Shares purchased by each Purchaser and the
certificate in the name of each Purchaser representing such Shares.
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<PAGE>
5. Indemnification - The Company and the Purchasers acknowledge that in
acquiring the Shares and Options (a) the Purchasers are not relying upon any
representations or warranties by the Seller, either as to the financial
condition, business condition or prospects of the Company or as to the legal or
tax implications of the transfer of Shares and/or Option hereby; and (b) the
Purchasers are relying upon the Annual Report of the Company for the fiscal year
ended June 30, 1997 and the report of the Company to the Securities and Exchange
Commission on Form 10-Q for the nine months ended March 31, 1998 and such other
statements, if any, as have been made to them by the Company. The Company
represents to the Purchasers that neither of the foregoing reports contains a
materially misleading representation or fails to disclose any fact, the omission
of which would cause any statement therein contained to be materially
misleading. To the fullest extent permitted by applicable law, the Company
agrees to indemnify and hold the Seller harmless from and against any and all
expenses (including attorneys' fees and costs), judgments and fines incurred by
him or on his behalf in connection with any threatened, pending or completed
action, suit or proceeding in which he is or becomes a party by virtue of the
transfer and/or sale of the Shares and Option contemplated hereby.
6. Amendment of Option Agreement - Section 10 of the Option Agreement
dated December 22, 1996 is hereby amended to permit the transfer of an Option to
purchase 37,500 shares of common stock of the Company by the Seller to the
Purchasers pursuant to this Agreement.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its representatives thereunto duly authorized, and each of Seller
and the Purchasers has duly authorized, and each of Seller and the Purchasers
has duly executed this Agreement as of the day and year first above written.
SELLER
______________________________
Lawrence Pesin
CONCORD CAMERA CORP.
By: __________________________
Name: Ira B. Lampert
Title: Chairman and Chief Executive Officer
Purchaser: Brian King ______________________________
Brian King
Number of Shares
2-2
<PAGE>
Purchased: 18,750
Option with respect to
18,750 Shares
Principal amount of
Promissory Note: $100,781.25
plus accrued interest
Purchaser: Keith Lampert ______________________________
Keith Lampert
Number of Shares
Purchased: 18,750
Option with respect to
18,750 shares
Principal amount of
Promissory Note: $100,781.25
plus accrued interest
2-3
<PAGE>
AGREEMENT
AGREEMENT, dated as of June 11, 1998 by Brian King ("King")
and Keith Lampert ("Lampert').
Reference is made to (i) that certain Amended and Restated
Voting Agreement, dated February 28, 1997, among Concord Camera Corp., a New
Jersey Corporation (the "Company"), King, Lampert and certain other parties
signatory thereto (the "Voting Agreement") and (ii) that certain Agreement,
dated June 11, 1998 by and among Lawrence Pesin ("Pesin"), the Company, King and
Lampert (the "Pesin Agreement").
Each of King and Lampert hereby agrees, for the benefit of the
parties to the Voting Agreement, (i) that the shares of common stock of the
Company he is purchasing pursuant to the Pesin Agreement and the shares of
common stock of the Company issuable upon exercise of the options he is
purchasing pursuant to the Pesin Agreement shall be deemed to be "Shares" as
defined in the Voting Agreement and, as such, shall be subject to the Voting
Agreement, and (ii) to be bound by the Voting Agreement with respect to the
shares of common stock he is purchasing pursuant to the Pesin Agreement and the
shares of common stock of the Company issuable upon exercise of the options he
is purchasing pursuant to the Pesin Agreement.
IN WITNESS WHEREOF, King and Lampert have executed this Agreement as of
the date first written above.
______________________________
Brian King
______________________________
Keith Lampert
2-4
<PAGE>
SECURED PROMISSORY NOTE
$100,781.25 As of November 7, 1995
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 Thousand Seven Hundred Eighty One and 25/100 Dollars
($100,781.25), 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 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 canceled), 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.
2-5
<PAGE>
Pursuant to an Agreement, dated as of June 11, 1998 among
Lawrence Pesin ("Pesin"), the Company, Keith Lampert, and the Obligor (the
"Agreement"), Pesin, with the Company's consent, sold to Obligor the shares of
Common Stock listed on Schedule A hereto (the "Shares"). Obligor paid the
purchase price for the Shares by delivering to the Company this Note in partial
substitution for that certain Amended and Restated Secured Promissory Note,
dated as of November 7, 1995 from Pesin to the Company in the principal amount
of $201,562.50 (the "Old Note"). Amounts not in excess of $100,781.25 in
principal, and accrued but unpaid interest on such principal amount, outstanding
under the Old Note on the date hereof shall be evidenced by and repayable in
accordance with 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 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, 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.
2-6
<PAGE>
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 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.
2-7
<PAGE>
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 canceling 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 canceling 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.
2-8
<PAGE>
This Note shall be governed by New Jersey law without regard
to the conflicts of law principles thereof.
____________________________
Brian King
2-9
<PAGE>
SCHEDULE A TO AMENDED AND RESTATED SECURED PROMISSORY NOTE
PLEDGED SECURITIES
18,750 Shares No Par Value Concord Camera Corp. Common Stock
2-10
<PAGE>
SECURED PROMISSORY NOTE
$100,781.25 As of November 7, 1995
FOR VALUE RECEIVED, Keith 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 Hundred Thousand Seven Hundred Eighty One and 25/100 Dollars
($100,781.25), 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 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 canceled), 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.
2-11
<PAGE>
Pursuant to an Agreement, dated as of June 11, 1998, among
Lawrence Pesin ("Pesin"), the Company, Brian King, and the Obligor (the
"Agreement"), Pesin, with the Company's consent, sold to Obligor the shares of
Common Stock listed on Schedule A hereto (the "Shares"). Obligor paid the
purchase price for the Shares by delivering to the Company this Note in partial
substitution for that certain Amended and Restated Secured Promissory Note,
dated as of November 7, 1995 from Pesin to the Company in the principal amount
of $201,562.50 (the "Old Note"). Amounts not in excess of $100,781.25 in
principal, and accrued but unpaid interest on such principal amount, outstanding
under the Old Note on the date hereof shall be evidenced by and repayable in
accordance with 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 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, 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.
2-12
<PAGE>
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 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.
2-13
<PAGE>
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 canceling 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 canceling 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.
2-14
<PAGE>
This Note shall be governed by New Jersey law without regard
to the conflicts of law principles thereof.
___________________________
Keith Lampert
2-15
<PAGE>
SCHEDULE A TO AMENDED AND RESTATED SECURED PROMISSORY NOTE
PLEDGED SECURITIES
18,750 Shares No Par Value Concord Camera Corp. Common Stock
2-16
<PAGE>
OPTION AGREEMENT, dated as of December 22, 1996, between Brian King
(the "Optionee"), with a business address at c/o Concord Camera Corp., 35 Mileed
Way, Avenel, New Jersey 07001-2403, and CONCORD CAMERA CORP. ("Concord"), a New
Jersey corporation.
WHEREAS, the Optionee is presently employed by Concord or a subsidiary
(as defined in Concord's Incentive Plan (the "Plan")) thereof (collectively, the
"Concord Group of Companies"); and
WHEREAS, Concord is desirous of increasing the incentive of the
Optionee to exert his utmost efforts to contribute to the future success and
prosperity of the Concord Group of Companies; and
WHEREAS, with Concord's consent, pursuant to that certain Agreement,
dated as of June 11, 1998 by and among Lawrence Pesin ("Pesin") the Optionee,
Brian King and Keith Lampert, the Optionee has purchased from Pesin the right
and option to purchase an aggregate of 18,750 shares of Concord's no par value
common stock (the "Common Stock"); and
WHEREAS, upon execution of this Option Agreement, that certain Option
Agreement, dated as of December 22, 1996, by and between Pesin and Concord is
being canceled and replaced in part by this Option Agreement;
NOW, THEREFORE, the parties agree as follows:
1. Grant of Option.
Pursuant to the Plan, and subject to the terms and conditions set forth
therein and herein, Concord hereby grants to the Optionee the right and option
(the "Option") to purchase an aggregate of 18,750 shares (the "Option Shares")
of Concord's no par value common stock (the "Common Stock") which Option is
intended to qualify as an incentive stock option, as defined in Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code").
2-17
<PAGE>
2. Purchase Price.
The purchase price (the "Purchase Price") ofthe Option Shares shall be
$1.8125 per share, subject to adjustment pursuant to Paragraph 6.
3. Time of Exercise
(a) The Optionee shall be entitled to exercise the Option: (1) as to
20% of total number of Option Shares as of the date hereof, and (ii) as to an
additional 1/48 of the total number of remaining Option Shares on December 31,
1996 and on the last day of each subsequent calendar month until November 30,
2000 (see attached "Exhibit A" vesting schedule).
(b) The Option shall expire and shall not be exercisable after December
21,2006. unless the Option shall be sooner terminated pursuant to Paragraph 4.
(c) Notwithstanding anything to the contrary contained herein, if the
average Fair Market Value (as defined below) of one share of 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 underlying shares of Common
Stock.
4. Exercise of Option After Termination of Emplovment or Death.
(a) Except as provided in subparagraph 4(b) below, if the employment of
the Optionee with a member of the Concord Group of Companies shall be terminated
for any reason and immediately after such termination the Optionee shall not
then be employed by any other member of the Concord Group of Companies, the
Option to the extent not therefore exercised or exercisable shall expire
forthwith unless otherwise agreed to by Concord.
(b) If the Optionee's employment with a member of the Concord Group of
Companies shall be terminated for cause by Concord or voluntarily by Optionee
without the consent of Concord, the Option, to the extent not exercised, shall
immediately terminate and cease to be exercisable. If the Optionee's employment
is terminated by death, disability, without cause by Concord or voluntarily by
Optionee with the consent of Concord, then any unvested portion of the Option
shall be forfeited and the Option may be exercised as to the vested portion at
any time or from time to time until earlier of four years from the date of
termination or December 21, 2006.
2-18
<PAGE>
(c) The Option may not be exercised pursuant to this Paragraph 4 except
to the extent that the Optionee was entitled to exercise the Option at the time
of the termination of his employment, or at the time of his death, and in any
event may not be exercised after December 21, 2006.
5. Leave of Absence.
In the event the Optionee is on military or sick leave or other bona
fide leave of absence (such as temporary employment by the United States or any
state government), the Optionee shall be considered as remaining in the employ
of his employer for 90 days or such longer period as shall be determined by the
Board of Directors of his employer.
6. Adjustment upon changes in Capitalization.
(a) In the event that the outstanding shares of Common Stock are
hereafter changed by reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split-up, combination or exchange of
shares and the like, or dividends payable in shares of Common Stock, an
appropriate adjustment shall be made by the Board of Directors of Concord in the
aggregate number of Option Shares and Purchase Price. If Concord shall be
reorganized, consolidated, or merged with another corporation, or if all or
substantially all of the assets of Concord shall be sold or exchanged, the
Optionee shall thereupon, be entitled to receive upon the exercise of the Option
the same number and kind of shares of stock or the same amount of property, cash
or securities as he would have been entitled to receive upon the occurrence of
any such corporate event as if he had been, immediately prior to such event, the
holder of the number of Option shares covered by the Option; provided, however,
that if any of such events occur, the Board of Directors of Concord shall have
the discretionary power to prevent the Option from being disqualified as an
incentive stock option.
2-19
<PAGE>
(b) Any adjustment under this Paragraph 6 in the number of shares of
Common Stock subject to the Option shall apply proportionately to only the
unexercised and unexercisable portion of the Option. If fractions of a share
would result from any such adjustment, the adjustment shall be revised to the
next lower whole number of shares.
7. Method of Exercising Option.
(a) The Option shall be exercised by the delivery by Optionee to
Concord at its principal office (or at such other address as may be established
by Concord's Board of Directors) of written notice of the number of shares of
Common Stock with respect to which the Option is being exercised accompanied by
payment in full of the Purchase Price of such shares. Payment of the Purchase
Price for such shares of Common Stock may be made (i) in U. S. dollars by
delivery of cash or personal check, bank draft or money order payable to the
order of Concord or by money transfers or direct account debits; (ii) by
delivery of certificates reoresenting shares of Common Stock having a fair
market value (as defined below) equal to the such Purchase Price; (iii) pursuant
to a broker-assisted "cashless exercise" program if established by Concord; and
(iv) by any combination of the methods of payment described in (i) through (iii)
above.
(b) For purposes hereof, the fair market value of a share of Common
Stock on anv 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 Concord (whose determination shall be
conclusive), based on the best information available to it.
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<PAGE>
8. Withholding.
Concord's obligation to deliver shares of Common Stock upon the
exercise of the Option shall be subject to the payment by the Optionee of any
applicable federal, state and local withholding tax. Concord shall, to the
extent permitted by law, have the right to deduct from any payment of any kind
otherwise due to the Optionee any federal, state or local taxes required to be
withheld with respect to such payment. Subject to the right of Concord's Board
of Directors or any committee thereof to disapprove any such election and
require the withholding tax in cash, the Optionee shall have the right to elect
to pay the withholding tax with shares of Common Stock to be received upon
exercise of the Option or which are otherwise owned by the Optionee. Any
election to pay withholding taxes with stock shall be irrevocable once made.
9. Representations.
(a) Unless prior to the exercise of the Option the shares of Common
Stock issuable upon such exercise are the subject of a registration statement
filed with the Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended (the "Securities Act"), and there isthen in effect a
prospectus filed as part of such registration statement meeting the requirements
of Section 10(a)(3) of the Securities Act, the notice of exercise with respect
to the Option shall be accompanied by a representation or agreement of the
Optionee to Concord to the effect that such shares are being acquired for
investment only and not with a view to the resale or distribution thereof, or
such other documentation as may be required by Concord, unless, in the opinion
of counsel to Concord, such representation, agreement or documentation is not
necessary to comply with the Securities Act. If appropriate, certificate(s) for
the Option Shares issued upon the exercise of the Option shall bear a legend
reciting that such Option Shares may only be transferred if there is then in
effect a prospectus filed as part of such registration statement meeting the
requirements of Section 10(a)(3) of the Securities Act unless, in the opinion of
counsel to Concord, such registration is not required. Concord may also issue
"stop transfer" instructions with respect to Option Shares acquired by the
exercise of the Option.
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<PAGE>
(b) Concord shall not be abligated to issue or sell any shares of
Common Stock until they have been listed on each securities exchange on which
the shares of Common Stock may then be listed and until and unless, in the
opinion of counsel to Concord, Concord may issue such shares pursuant to a
qualification or an effective registration statement, or an exemption from
registration, under such state and federal laws, rules or regulations as such
counsel may deem applicable. Concord shall use reasonable efforts to effect such
listing, qualification and registration, as the case may be.
10. Option Cannot be Transferred.
Unless otherwise agreed to by Concord, the Option is not transferable
otherwise than by will or the laws of descent and distribution, and the Qption
may be exercised during Optionee's lifetime only by the Optionee. Any attempt to
transfer the Option in contravention of this Paragraph 10 is void ab initio. The
Option shall not be subject to execution, attachment or other process.
11. No Rights in Option Shares.
The Optionee shall have none ofthe rights as a shareholder with respect
to any Option Shares until such Option Shares shall be issued to him upon
exercise of the Option.
12. Not a Contract of Emplovment.
Nothing contained herein shall confer upon the Optionee any right to
remain in the employ of any member of the Concord Group of Companies.
13. Miscellaneous.
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<PAGE>
This Option Agreement cannot be changed or terminated orally. This
Option Agreement contains the entire agreement between the parties relating to
the subject matter hereof. This Option Agreement has been executed in the State
of New Jersey and shall be governed by and construed in accordance with the laws
of New Jersey. The paragraph headings herein are intended for convenience of
reference only and shall not affect the interpretation hereof.
IN WITNESS WHEREOF, the parties have executed this Option Agreement as
of the day and year first above written.
CONCORD CAMERA CORP.
By: /s/ Ira B. Lampert
______________________
Ira B. Lampert
Chairman & CEO
Optionee:
/s/ Brian King
______________________
Brian King
2-23
<PAGE>
OPTION AGREEMENT, dated as of December 22, 1996, between Keith Lampert
(the "Optionee"), with a business address at c/o Concord Camera Corp., 35 Mileed
Way, Avenel, New Jersey 07001-2403, and CONCORD CAMERA CORP. ("Concord"), a New
Jersey corporation.
WHEREAS, the Optionee is presently employed by Concord or a subsidiary
(as defined in Concord's Incentive Plan (the "Plan")) thereof (collectively, the
"Concord Group of Companies"); and
WHEREAS, Concord is desirous of increasing the incentive of the
Optionee to exert his utmost efforts to contribute to the future success and
prosperity of the Concord Group of Companies; and
WHEREAS, with Concord's consent, pursuant to that certain Agreement,
dated as of June 11, 1998 by and among Lawrence Pesin ("Pesin") the Optionee,
Brian King and Keith Lampert, the Optionee has purchased from Pesin the right
and option to purchase an aggregate of 18,750 shares of Concord's no par value
common stock (the "Common Stock"); and
WHEREAS, upon execution of this Option Agreement, that certain Option
Agreement, dated as of December 22, 1996, by and between Pesin and Concord is
being canceled and replaced in part by this Option Agreement;
NOW, THEREFORE, the parties agree as follows:
1. Grant of Option.
Pursuant to the Plan, and subject to the terms and conditions set forth
therein and herein, Concord hereby grants to the Optionee the right and option
(the "Option") to purchase an aggregate of 18,750 shares (the "Option Shares")
of Concord's no par value common stock (the "Common Stock") which Option is
intended to qualify as an incentive stock option, as defined in Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code").
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<PAGE>
2. Purchase Price.
The purchase price (the "Purchase Price") of the Option Shares shall be
$1.8125 per share, subject to adjustment pursuant to Paragraph 6.
3. Time of Exercise
(a) The Optionee shall be entitled to exercise the Option: (1) as to
20% of total number of Option Shares as of the date hereof, and (ii) as to an
additional 1/48 of the total number of remaining Option Shares on December 31,
1996 and on the last day of each subsequent calendar month until November 30,
2000 (see attached "Exhibit A" vesting schedule).
(b) The Option shall expire and shall not be exercisable after December
21, 2006. unless the Option shall be sooner terminated pursuant to Paragraph 4.
(c) Notwithstanding anything to the contrary contained herein, if the
average Fair Market Value (as defined below) of one share of 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 underlying shares of Common
Stock.
4. Exercise of Option After Termination of Employment or Death.
(a) Except as provided in subparagraph 4(b) below, if the employment of
the Optionee with a member of the Concord Group of Companies shall be terminated
for any reason and immediately after such termination the Optionee shall not
then be employed by any other member of the Concord Group of Companies, the
Option to the extent not therefore exercised or exercisable shall expire
forthwith unless otherwise agreed to by Concord.
(b) If the Optionee's employment with a member of the Concord Group of
Companies shall be terminated for cause by Concord or voluntarily by Optionee
without the consent of Concord, the Option, to the extent not exercised, shall
immediately terminate and cease to be exercisable. If the Optionee's employment
is terminated by death, disability, without cause by Concord or voluntarily by
Optionee with the consent of Concord, then any unvested portion of the Option
shall be forfeited and the Option may be exercised as to the vested portion at
any time or from time to time until earlier of four years from the date of
termination or December 21, 2006.
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<PAGE>
(c) The Option may not be exercised pursuant to this Paragraph 4 except
to the extent that the Optionee was entitled to exercise the Option at the time
of the termination of his employment, or at the time of his death, and in any
event may not be exercised after December 21, 2006.
5. Leave of Absence.
In the event the Optionee is on military or sick leave or other bona
fide leave of absence (such as temporary employment by the United States or any
state government), the Optionee shall be considered as remaining in the employ
of his employer for 90 days or such longer period as shall be determined by the
Board of Directors of his employer.
6. Adjustment upon changes in Capitalization.
(a) In the event that the outstanding shares of Common Stock are
hereafter changed by reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split-up, combination or exchange of
shares and the like, or dividends payable in shares of Common Stock, an
appropriate adjustment shall be made by the Board of Directors of Concord in the
aggregate number of Option Shares and Purchase Price. If Concord shall be
reorganized, consolidated, or merged with another corporation, or if all or
substantially all of the assets of Concord shall be sold or exchanged, the
Optionee shall thereupon, be entitled to receive upon the exercise of the Option
the same number and kind of shares of stock or the same amount of property, cash
or securities as he would have been entitled to receive upon the occurrence of
any such corporate event as if he had been, immediately prior to such event, the
holder of the number of Option shares covered by the Option; provided, however,
that if any of such events occur, the Board of Directors of Concord shall have
the discretionary power to prevent the Option from being disqualified as an
incentive stock option.
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<PAGE>
(b) Any adjustment under this Paragraph 6 in the number of shares of
Common Stock subject to the Option shall apply proportionately to only the
unexercised and unexercisable portion of the Option. If fractions of a share
would result from any such adjustment, the adjustment shall be revised to the
next lower whole number of shares.
7. Method of Exercising Option.
(a) The Option shall be exercised by the delivery by Optionee to
Concord at its principal office (or at such other address as may be established
by Concord's Board of Directors) of written notice of the number of shares of
Common Stock with respect to which the Option is being exercised accompanied by
payment in full of the Purchase Price of such shares. Payment of the Purchase
Price for such shares of Common Stock may be made (i) in U. S. dollars by
delivery of cash or personal check, bank draft or money order payable to the
order of Concord or by money transfers or direct account debits; (ii) by
delivery of certificates reoresenting shares of Common Stock having a fair
market value (as defined below) equal to the such Purchase Price; (iii) pursuant
to a broker-assisted "cashless exercise" program if established by Concord; and
(iv) by any combination of the methods of payment described in (i) through (iii)
above.
(b) For purposes hereof, the fair market value of a share of Common
Stock on anv 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 Concord (whose determination shall be
conclusive), based on the best information available to it.
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<PAGE>
8. Withholding.
Concord's obligation to deliver shares of Common Stock upon the
exercise of the Option shall be subject to the payment by the Optionee of any
applicable federal, state and local withholding tax. Concord shall, to the
extent permitted by law, have the right to deduct from any payment of any kind
otherwise due to the Optionee any federal, state or local taxes required to be
withheld with respect to such payment. Subject to the right of Concord's Board
of Directors or any committee thereof to disapprove any such election and
require the withholding tax in cash, the Optionee shall have the right to elect
to pay the withholding tax with shares of Common Stock to be received upon
exercise of the Option or which are otherwise owned by the Optionee. Any
election to pay withholding taxes with stock shall be irrevocable once made.
9. Representations.
(a) Unless prior to the exercise of the Option the shares of Common
Stock issuable upon such exercise are the subject of a registration statement
filed with the Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended (the "Securities Act"), and there isthen in effect a
prospectus filed as part of such registration statement meeting the requirements
of Section 10(a)(3) of the Securities Act, the notice of exercise with respect
to the Option shall be accompanied by a representation or agreement of the
Optionee to Concord to the effect that such shares are being acquired for
investment only and not with a view to the resale or distribution thereof, or
such other documentation as may be required by Concord, unless, in the opinion
of counsel to Concord, such representation, agreement or documentation is not
necessary to comply with the Securities Act. If appropriate, certificate(s) for
the Option Shares issued upon the exercise of the Option shall bear a legend
reciting that such Option Shares may only be transferred if there is then in
effect a prospectus filed as part of such registration statement meeting the
requirements of Section 10(a)(3) of the Securities Act unless, in the
opinion of counsel to Concord, such registration is not required. Concord may
also issue "stop transfer" instructions with respect to Option Shares acquired
by the exercise of the Option.
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<PAGE>
(b) Concord shall not be abligated to issue or sell any shares of
Common Stock until they have been listed on each securities exchange on which
the shares of Common Stock may then be listed and until and unless, in the
opinion of counsel to Concord, Concord may issue such shares pursuant to a
qualification or an effective registration statement, or an exemption from
registration, under such state and federal laws, rules or regulations as such
counsel may deem applicable. Concord shall use reasonable efforts to effect such
listing, qualification and registration, as the case may be.
10. Option Cannot be Transferred.
Unless otherwise agreed to by Concord, the Option is not transferable
otherwise than by will or the laws of descent and distribution, and the Qption
may be exercised during Optionee's lifetime only by the Optionee. Any attempt to
transfer the Option in contravention of this Paragraph 10 is void ab initio. The
Option shall not be subject to execution, attachment or other process.
11. No Rights in Option Shares.
The Optionee shall have none ofthe rights as a shareholder with respect
to any Option Shares until such Option Shares shall be issued to him upon
exercise of the Option.
12. Not a Contract of Emplovment.
Nothing contained herein shall confer upon the Optionee any right to
remain in the employ of any member of the Concord Group of Companies.
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<PAGE>
13. Miscellaneous.
This Option Agreement cannot be changed or terminated orally. This
Option Agreement contains the entire agreement between the parties relating to
the subject matter hereof. This Option Agreement has been executed in the State
of New Jersey and shall be governed by and construed in accordance with the laws
of New Jersey. The paragraph headings herein are intended for convenience of
reference only and shall not affect the interpretation hereof.
IN WITNESS WHEREOF, the parties have executed this Option Agreement as
of the day and year first above written.
CONCORD CAMERA CORP.
By: /s/ Ira B. Lampert
______________________
Ira B. Lampert
Chairman & CEO
Optionee:
/s/ Keith Lampert
__________________________
Keith Lampert
2-30
<PAGE>
Exhibit 3
AGREEMENT
AGREEMENT, dated as of July 1, 1998 by and among Steve Jackel having an
address at 150 East 61st Street, New York, NY 10021 ("Seller"), Concord Camera
Corp., a New Jersey corporation having an address at 35 Mileed Way, Avenel, New
Jersey 07001 (the "Company"), and each of the individuals whose names are set
forth at the foot of this Agreement, having an address care of the Company
(collectively, the "Purchasers").
WHEREAS, Seller is a participant in the Management Stock provisions of
the Company, pursuant to which he has purchased 100,000 shares of common stock
of the Company (the "Shares") and is the holder of an option to purchase 100,000
shares of common stock of the Company (the "Option") and is the obligor under a
promissory note to the Company in an outstanding principal amount equal to
$537,500 (Five Hundred Thirty Seven Thousand Five Hundred Dollars) plus accrued
interest (the "Note").
WHEREAS, each of the Purchasers desires to purchase from Seller the
number of Shares and portion of the Option set forth opposite their respective
names at the foot of this Agreement in consideration of the assumption of each
of the Purchasers of all of Seller's obligations under the portion of the Note
set forth opposite their respective names at the foot of this Agreement; and
WHEREAS, the Company is willing to consent to such purchase, sale and
assumption and upon the occurrence thereof is willing to release Seller from any
further obligations under the Note.
NOW, THEREFORE, the parties hereby take the actions evidenced by this
Agreement and agree as follows:
1. Seller hereby represents and warrants to each of the Purchasers that
Seller is the record and beneficial owner of the Shares of the Option free and
clear of any liens, claims or encumbrances of any type whatsoever, except for
the pledge of the Shares to the Company as security for payment of the Note, and
that the outstanding principal amount of the Note is as set forth above.
2. Seller hereby sells, transfers and conveys to each of the
Purchasers, and each of the Purchasers hereby accepts, the number of Shares and
the portion of the Option set forth opposite each such Purchaser's name at the
foot of this Agreement and each of the Purchasers hereby assumes all of Seller's
obligations under the portion of the Note set forth opposite each such
Purchaser's name at the foot of this Agreement.
3. The Company hereby consents to the foregoing and releases Seller
from any and all obligations of Seller under the Note. Concurrently with the
execution and delivery hereof, the Company has returned to Seller the Note
stamped canceled.
4. Concurrently with the execution and delivery hereof, each of the
Purchasers has delivered to the Company, and the Company has accepted, a new
promissory note evidencing the portion of the principal amount of the Note plus
accrued interest assumed by each Purchaser, a pledge agreement granting to the
Company a security interest in the Shares purchased by each Purchaser and the
certificate in the name of each Purchaser representing such Shares.
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<PAGE>
5. Indemnification - The Company and the Purchasers acknowledge that in
acquiring the Shares and Options (a) the Purchasers are not relying upon any
representations or warranties by the Seller, either as to the financial
condition, business condition or prospects of the Company or as to the legal or
tax implications of the transfer of Shares and/or Option hereby; and (b) the
Purchasers are relying upon the Annual Report of the Company for the fiscal year
ended June 30, 1997 and the report of the Company to the Securities and Exchange
Commission on Form 10-Q for the nine months ended March 31, 1998 and such other
statements, if any, as have been made to them by the Company. The Company
represents to the Purchasers that neither of the foregoing reports contains a
materially misleading representation or fails to disclose any fact, the omission
of which would cause any statement therein contained to be materially
misleading. To the fullest extent permitted by applicable law, the Company
agrees to indemnify and hold the Seller harmless from and against any and all
expenses (including attorneys' fees and costs), judgments and fines incurred by
him or on his behalf in connection with any threatened, pending or completed
action, suit or proceeding in which he is or becomes a party by virtue of the
transfer and/or sale of the Shares and Option contemplated hereby.
6. Amendment of Option Agreement - Section 10 of the Option Agreement
dated December 22, 1996 is hereby amended to permit the transfer of an Option to
purchase 48,333 shares of common stock of the Company by the Seller to the
Purchasers pursuant to this Agreement.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its representatives thereunto duly authorized, and each of Seller
and the Purchasers has duly authorized, and each of Seller and the Purchasers
has duly executed this Agreement as of the day and year first above written.
SELLER
______________________________
Steve Jackel
CONCORD CAMERA CORP.
By:___________________________
Name: Ira B. Lampert
Title: Chairman and Chief Executive Officer
3-2
<PAGE>
Purchaser: Brian King ______________________________
Brian King
Number of Shares
Purchased: 23,750
Option with respect
to 17,083 Shares
Principal amount of
Promissory Note: $127,656.25
plus accrued interest
Purchaser: Ira Lampert ______________________________
Ira Lampert
Number of Shares
Purchased: 45,000
Principal amount of
Promissory Note: $241,875.00
plus accrued interest
Purchaser: Keith Lampert ______________________________
Keith Lampert
Number of Shares
Purchased: 31,250
Option with respect to
31,250 Shares
Principal amount of
Promissory Note: $167,968.75
plus accrued interest
3-3
<PAGE>
AGREEMENT
AGREEMENT, dated as of July 1, 1998 by Brian King ("King"),
Ira Lampert and Keith Lampert.
Reference is made to (i) that certain Amended and Restated
Voting Agreement, dated February 28, 1997, among Concord Camera Corp., a New
Jersey Corporation (the "Company"), King, Ira Lampert and Keith Lampert and
certain other parties signatory thereto (the "Voting Agreement") and (ii) that
certain Agreement, dated July 1, 1998 by and among Steve Jackel ("Jackel"), the
Company, King, Ira Lampert and Keith Lampert (the "Jackel Agreement").
Each of King, Ira Lampert and Keith Lampert hereby agrees, for
the benefit of the parties to the Voting Agreement, (i) that the shares of
common stock of the Company he is purchasing pursuant to the Jackel Agreement
and the shares of common stock of the Company issuable upon exercise of the
options he is purchasing pursuant to the Jackel Agreement shall be deemed to be
"Shares" as defined in the Voting Agreement and, as such, shall be subject to
the Voting Agreement, and (ii) to be bound by the Voting Agreement with respect
to the shares of common stock he is purchasing pursuant to the Jackel Agreement
and the shares of common stock of the Company issuable upon exercise of the
options he is purchasing pursuant to the Jackel Agreement.
IN WITNESS WHEREOF, King, Ira Lampert and Keith Lampert have executed
this Agreement as of the date first written above.
______________________________
Brian King
______________________________
Ira Lampert
______________________________
Keith Lampert
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<PAGE>
SECURED PROMISSORY NOTE
$127,656.25 As of November 7, 1995
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 Twenty Seven Thousand Six Hundred Fifty Six and 25/100 Dollars
($127,656.25), 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 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 canceled), 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.
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<PAGE>
Pursuant to an Agreement, dated as of July 1, 1998, among
Steve Jackel ("Jackel"), the Company, Ira Lampert, Keith Lampert, and the
Obligor (the "Agreement"), Jackel, with the Company's consent, sold to Obligor
the shares of Common Stock listed on Schedule A hereto (the "Shares"). Obligor
paid the purchase price for the Shares by delivering to the Company this Note in
partial substitution for that certain Amended and Restated Secured Promissory
Note, dated as of November 7, 1995, from Jackel to the Company in the principal
amount of $537,500 (the "Old Note"). Amounts not in excess of $127,656.25 in
principal, and accrued but unpaid interest on such principal amount, outstanding
under the Old Note on the date hereof shall be evidenced by and repayable in
accordance with 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 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, 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.
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<PAGE>
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 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.
3-7
<PAGE>
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 canceling 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 canceling 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.
3-8
<PAGE>
This Note shall be governed by New Jersey law without regard
to the conflicts of law principles thereof.
__________________________________
Brian King
3-9
<PAGE>
SCHEDULE A TO AMENDED AND RESTATED SECURED PROMISSORY NOTE
PLEDGED SECURITIES
23,750 Shares No Par Value Concord Camera Corp. Common Stock
3-10
<PAGE>
SECURED PROMISSORY NOTE
$241,875.00 As of November 7, 1995
FOR VALUE RECEIVED, Ira 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 Two Hundred One Thousand Eight Hundred Seventy Five and 00/100 Dollars
($241,875.00), 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 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 canceled), 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.
3-11
<PAGE>
Pursuant to an Agreement, dated as of July 1, 1998, among
Steve Jackel ("Jackel"), the Company, Brian King, Keith Lampert, and the Obligor
(the "Agreement"), Jackel, with the Company's consent, sold to Obligor the
shares of Common Stock listed on Schedule A hereto (the "Shares"). Obligor paid
the purchase price for the Shares by delivering to the Company this Note in
partial substitution for that certain Amended and Restated Secured Promissory
Note, dated as of November 7, 1995, from Jackel to the Company in the principal
amount of $537,500 (the "Old Note"). Amounts not in excess of $241,875 in
principal, and accrued but unpaid interest on such principal amount, outstanding
under the Old Note on the date hereof shall be evidenced by and repayable in
accordance with 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 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, 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.
3-12
<PAGE>
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 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.
3-13
<PAGE>
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 canceling 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 canceling 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.
3-14
<PAGE>
This Note shall be governed by New Jersey law without regard
to the conflicts of law principles thereof.
______________________________
Ira Lampert
3-15
<PAGE>
SCHEDULE A TO AMENDED AND RESTATED SECURED PROMISSORY NOTE
PLEDGED SECURITIES
45,000 Shares No Par Value Concord Camera Corp. Common Stock
3-16
<PAGE>
SECURED PROMISSORY NOTE
$167,968.75 As of November 7, 1995
FOR VALUE RECEIVED, Keith 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 Hundred Sixty Seven Thousand Nine Hundred Sixty Eight and 75/100 Dollars
($167,968.75), 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 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 canceled), 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.
3-17
<PAGE>
Pursuant to an Agreement, dated as of July 1, 1998, among
Steve Jackel ("Jackel"), the Company, Ira Lampert, Brian King, and the Obligor
(the "Agreement"), Jackel, with the Company's consent, sold to Obligor the
shares of Common Stock listed on Schedule A hereto (the "Shares"). Obligor paid
the purchase price for the Shares by delivering to the Company this Note in
partial substitution for that certain Amended and Restated Secured Promissory
Note, dated as of November 7, 1995, from Jackel to the Company in the principal
amount of $537,500 (the "Old Note"). Amounts not in excess of $167,968.75 in
principal, and accrued but unpaid interest on such principal amount, outstanding
under the Old Note on the date hereof shall be evidenced by and repayable in
accordance with 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 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, 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.
3-18
<PAGE>
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 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.
3-19
<PAGE>
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 canceling 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 canceling 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.
3-20
<PAGE>
This Note shall be governed by New Jersey law without regard
to the conflicts of law principles thereof.
______________________________
Keith Lampert
3-21
<PAGE>
SCHEDULE A TO AMENDED AND RESTATED SECURED PROMISSORY NOTE
PLEDGED SECURITIES
31,250 Shares No Par Value Concord Camera Corp. Common Stock
3-22
<PAGE>
OPTION AGREEMENT, dated as of December 22, 1996, between Brian King
(the "Optionee"), with a business address at c/o Concord Camera Corp., 35 Mileed
Way, Avenel, New Jersey 07001-2403, and CONCORD CAMERA CORP. ("Concord"), a New
Jersey corporation.
WHEREAS, the Optionee is presently employed by Concord or a subsidiary
(as defined in Concord's Incentive Plan (the "Plan")) thereof (collectively, the
"Concord Group of Companies"); and
WHEREAS, Concord is desirous of increasing the incentive of the
Optionee to exert his utmost efforts to contribute to the future success and
prosperity of the Concord Group of Companies; and
WHEREAS, with Concord's consent, pursuant to that certain Agreement,
dated as of July 1, 1998, by and among Steve Jackel ("Jackel"), the Optionee,
Ira B. Lampert, and Keith Lampert, the Optionee has purchased from Jackel the
right and option to purchase an aggregate of 17,083 shares of Concord's no par
value common stock (the "Common Stock"); and
WHEREAS, upon execution of this Option Agreement, that certain Option
Agreement, dated as of December 22, 1996, by and between Jackel and Concord is
being canceled and replaced in part by this Option Agreement;
NOW, THEREFORE, the parties agree as follows:
1. Grant of Option.
Pursuant to the Plan, and subject to the terms and conditions set forth
therein and herein, Concord hereby grants to the Optionee the right and option
(the "Option") to purchase an aggregate of 17,083 shares (the "Option Shares")
of Concord's no par value common stock (the "Common Stock") which Option is
intended to qualify as an incentive stock option, as defined in Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code").
3-23
<PAGE>
2. Purchase Price.
The purchase price (the "Purchase Price") of the Option Shares shall be
$1.8125 per share, subject to adjustment pursuant to Paragraph 6.
3. Time of Exercise
(a) The Optionee shall be entitled to exercise the Option: (1) as to
20% of total number of Option Shares as of the date hereof, and (ii) as to an
additional 1/48 of the total number of remaining Option Shares on December 31,
1996 and on the last day of each subsequent calendar month until November 30,
2000.
(b) The Option shall expire and shall not be exercisable after December
21, 2006, unless the Option shall be sooner terminated pursuant to Paragraph 4.
(c) Notwithstanding anything to the contrary contained herein, if the
average Fair Market Value (as defined below) of one share of 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 underlying shares of Common
Stock.
4. Exercise of Option After Termination of Employment or Death.
(a) Except as provided in subparagraph 4(b) below, if the employment of
the Optionee with a member of the Concord Group of Companies shall be terminated
for any reason and immediately after such termination the Optionee shall not
then be employed by any other member of the Concord Group of Companies, the
Option to the extent not therefore exercised or exercisable shall expire
forthwith unless otherwise agreed to by Concord.
(b) If the Optionee's employment with a member of the Concord Group of
Companies shall be terminated for cause by Concord or voluntarily by Optionee
without the consent of Concord, the Option, to the extent not exercised, shall
immediately terminate and cease to be exercisable. If the Optionee's employment
is terminated by death, disability, without cause by Concord or voluntarily by
Optionee with the consent of Concord, then any unvested portion of the Option
shall be forfeited and the Option may be exercised as to the vested portion at
any time or from time to time until earlier of four years from the date of
termination or December 21, 2006.
3-24
<PAGE>
(c) The Option may not be exercised pursuant to this Paragraph 4 except
to the extent that the Optionee was entitled to exercise the Option at the time
of the termination of his employment, or at the time of his death, and in any
event may not be exercised after December 21, 2006.
5. Leave of Absence.
In the event the Optionee is on military or sick leave or other bona
fide leave of absence (such as temporary employment by the United States or any
state government), the Optionee shall be considered as remaining in the employ
of his employer for 90 days or such longer period as shall be determined by the
Board of Directors of his employer.
6. Adjustment upon Changes in Capitalization.
(a) In the event that the outstanding shares of Common Stock are
hereafter changed by reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split-up, combination or exchange of
shares and the like, or dividends payable in shares of Common Stock, an
appropriate adjustment shall be made by the Board of Directors of Concord in the
aggregate number of Option Shares and Purchase Price. If Concord shall be
reorganized, consolidated, or merged with another corporation, or if all or
substantially all of the assets of Concord shall be sold or exchanged, the
Optionee shall thereupon, be entitled to receive upon the exercise of the Option
the same number and kind of shares of stock or the same amount of property, cash
or securities as he would have been entitled to receive upon the occurrence of
any such corporate event as if he had been, immediately prior to such event, the
holder of the number of Option shares covered by the Option; provided, however,
that if any of such events occur, the Board of Directors of Concord shall have
the discretionary power to prevent the Option from being disqualified as an
incentive stock option.
3-25
<PAGE>
(b) Any adjustment under this Paragraph 6 in the number of shares of
Common Stock subject to the Option shall apply proportionately to only the
unexercised and unexercisable portion of the Option. If fractions of a share
would result from any such adjustment, the adjustment shall be revised to the
next lower whole number of shares.
7. Method of Exercising Option.
(a) The Option shall be exercised by the delivery by Optionee to
Concord at its principal office (or at such other address as may be established
by Concord's Board of Directors) of written notice of the number of shares of
Common Stock with respect to which the Option is being exercised accompanied by
payment in full of the Purchase Price of such shares. Payment of the Purchase
Price for such shares of Common Stock may be made (i) in U. S. dollars by
delivery of cash or personal check, bank draft or money order payable to the
order of Concord or by money transfers or direct account debits; (ii) by
delivery of certificates representing shares of Common Stock having a fair
market value (as defined below) equal to the such Purchase Price; (iii) pursuant
to a broker-assisted "cashless exercise" program if established by Concord; and
(iv) by any combination of the methods of payment described in (i) through (iii)
above.
(b) 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 Concord (whose determination shall be
conclusive), based on the best information available to it.
8. Withholding.
3-26
<PAGE>
Concord's obligation to deliver shares of Common Stock upon the
exercise of the Option shall be subject to the payment by the Optionee of any
applicable federal, state and local withholding tax. Concord shall, to the
extent permitted by law, have the right to deduct from any payment of any kind
otherwise due to the Optionee any federal, state or local taxes required to be
withheld with respect to such payment. Subject to the right of Concord's Board
of Directors or any committee thereof to disapprove any such election and
require the withholding tax in cash, the Optionee shall have the right to elect
to pay the withholding tax with shares of Common Stock to be received upon
exercise of the Option or which are otherwise owned by the Optionee. Any
election to pay withholding taxes with stock shall be irrevocable once made.
9. Representations.
(a) Unless prior to the exercise of the Option the shares of Common
Stock issuable upon such exercise are the subject of a registration statement
filed with the Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended (the "Securities Act"), and there is then in effect a
prospectus filed as part of such registration statement meeting the requirements
of Section 10(a)(3) of the Securities Act, the notice of exercise with respect
to the Option shall be accompanied by a representation or agreement of the
Optionee to Concord to the effect that such shares are being acquired for
investment only and not with a view to the resale or distribution thereof, or
such other documentation as may be required by Concord, unless, in the opinion
of counsel to Concord, such representation, agreement or documentation is not
necessary to comply with the Securities Act. If appropriate, certificate(s) for
the Option Shares issued upon the exercise of the Option shall bear a legend
reciting that such Option Shares may only be transferred if there is then in
effect a prospectus filed as part of such registration statement meeting the
requirements of Section 10(a)(3) of the Securities Act unless, in the opinion of
counsel to Concord, such registration is not required. Concord may also issue
"stop transfer" instructions with respect to Option Shares acquired by the
exercise of the Option.
(b) Concord shall not be obligated to issue or sell any shares of
Common Stock until they have been listed on each securities exchange on which
the shares of Common Stock may then be listed and until and unless, in the
opinion of counsel to Concord, Concord may issue such shares pursuant to a
qualification or an effective registration statement, or an exemption from
registration, under such state and federal laws, rules or regulations as such
counsel may deem applicable. Concord shall use reasonable efforts to effect such
listing, qualification and registration, as the case may be.
3-27
<PAGE>
10. Option Cannot be Transferred.
Unless otherwise agreed to by Concord, the Option is not transferable
otherwise than by will or the laws of descent and distribution, and the Option
may be exercised during Optionee's lifetime only by the Optionee. Any attempt to
transfer the Option in contravention of this Paragraph 10 is void ab initio. The
Option shall not be subject to execution, attachment or other process.
11. No Rights in Option Shares.
The Optionee shall have none of the rights as a shareholder with
respect to any Option Shares until such Option Shares shall be issued to him
upon exercise of the Option.
12. Not a Contract of Employment.
Nothing contained herein shall confer upon the Optionee any right to
remain in the employ of any member of the Concord Group of Companies.
13. Miscellaneous.
This Option Agreement cannot be changed or terminated orally. This
Option Agreement contains the entire agreement between the parties relating to
the subject matter hereof. This Option Agreement has been executed in the State
of New Jersey and shall be governed by and construed in accordance with the laws
of New Jersey. The paragraph headings herein are intended for convenience of
reference only and shall not affect the interpretation hereof.
IN WITNESS WHEREOF, the parties have executed this Option Agreement as
of the day and year first above written.
3-28
<PAGE>
CONCORD CAMERA CORP.
By: ______________________
Ira B. Lampert
Chairman & CEO
Optionee:
_________________________
Brian King
3-29
<PAGE>
OPTION AGREEMENT, dated as of December 22, 1996, between Keith Lampert
(the "Optionee"), with a business address at c/o Concord Camera Corp., 35 Mileed
Way, Avenel, New Jersey 07001-2403, and CONCORD CAMERA CORP. ("Concord"), a New
Jersey corporation.
WHEREAS, the Optionee is presently employed by Concord or a subsidiary
(as defined in Concord's Incentive Plan (the "Plan")) thereof (collectively, the
"Concord Group of Companies"); and
WHEREAS, Concord is desirous of increasing the incentive of the
Optionee to exert his utmost efforts to contribute to the future success and
prosperity of the Concord Group of Companies; and
WHEREAS, with Concord's consent, pursuant to that certain Agreement,
dated as of July 31, 1998 by and among Steve Jackel ("Jackel") the Optionee, Ira
B. Lampert, Brian King and Keith Lampert, the Optionee has purchased from Jackel
the right and option to purchase an aggregate of 31,250 shares of Concord's no
par value common stock (the "Common Stock"); and
WHEREAS, upon execution of this Option Agreement, that certain Option
Agreement, dated as of December 22, 1996, by and between Pesin and Concord is
being canceled and replaced in part by this Option Agreement;
NOW, THEREFORE, the parties agree as follows:
1. Grant of Option.
Pursuant to the Plan, and subject to the terms and conditions set forth
therein and herein, Concord hereby grants to the Optionee the right and option
(the "Option") to purchase an aggregate of 31,250 shares (the "Option Shares")
of Concord's no par value common stock (the "Common Stock") which Option is
intended to qualify as an incentive stock option, as defined in Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code").
3-30
<PAGE>
2. Purchase Price.
The purchase price (the "Purchase Price") ofthe Option Shares shall be
$1.8125 per share, subject to adjustment pursuant to Paragraph 6.
3. Time of Exercise
(a) The Optionee shall be entitled to exercise the Option: (1) as to
20% of total number of Option Shares as of the date hereof, and (ii) as to an
additional 1/48 of the total number of remaining Option Shares on December 31,
1996 and on the last day of each subsequent calendar month until November 30,
2000 (see attached "Exhibit A" vesting schedule).
(b) The Option shall expire and shall not be exercisable after December
21,2006. unless the Option shall be sooner terminated pursuant to Paragraph 4.
(c) Notwithstanding anything to the contrary contained herein, if the
average Fair Market Value (as defined below) of one share of 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 underlying shares of Common
Stock.
4. Exercise of Option After Termination of Emplovment or Death.
(a) Except as provided in subparagraph 4(b) below, if the employment of
the Optionee with a member of the Concord Group of Companies shall be terminated
for any reason and immediately after such termination the Optionee shall not
then be employed by any other member of the Concord Group of Companies, the
Option to the extent not therefore exercised or exercisable shall expire
forthwith unless otherwise agreed to by Concord.
(b) If the Optionee's employment with a member of the Concord Group of
Companies shall be terminated for cause by Concord or voluntarily by Optionee
without the consent of Concord, the Option, to the extent not exercised, shall
immediately terminate and cease to be exercisable. If the Optionee's employment
is terminated by death, disability, without cause by Concord or voluntarily by
Optionee with the consent of Concord, then any unvested portion of the Option
shall be forfeited and the Option may be exercised as to the vested portion at
any time or from time to time until earlier of four years from the date of
termination or December 21, 2006.
3-31
<PAGE>
(c) The Option may not be exercised pursuant to this Paragraph 4 except
to the extent that the Optionee was entitled to exercise the Option at the time
of the termination of his employment, or at the time of his death, and in any
event may not be exercised after December 21, 2006.
5. Leave of Absence.
In the event the Optionee is on military or sick leave or other bona
fide leave of absence (such as temporary employment by the United States or any
state government), the Optionee shall be considered as remaining in the employ
of his employer for 90 days or such longer period as shall be determined by the
Board of Directors of his employer.
6. Adjustment upon changes in Capitalization.
(a) In the event that the outstanding shares of Common Stock are
hereafter changed by reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split-up, combination or exchange of
shares and the like, or dividends payable in shares of Common Stock, an
appropriate adjustment shall be made by the Board of Directors of Concord in the
aggregate number of Option Shares and Purchase Price. If Concord shall be
reorganized, consolidated, or merged with another corporation, or if all or
substantially all of the assets of Concord shall be sold or exchanged, the
Optionee shall thereupon, be entitled to receive upon the exercise of the Option
the same number and kind of shares of stock or the same amount of property, cash
or securities as he would have been entitled to receive upon the occurrence of
any such corporate event as if he had been, immediately prior to such event, the
holder of the number of Option shares covered by the Option; provided, however,
that if any of such events occur, the Board of Directors of Concord shall have
the discretionary power to prevent the Option from being disqualified as an
incentive stock option.
3-32
<PAGE>
(b) Any adjustment under this Paragraph 6 in the number of shares of
Common Stock subject to the Option shall apply proportionately to only the
unexercised and unexercisable portion of the Option. If fractions of a share
would result from any such adjustment, the adjustment shall be revised to the
next lower whole number of shares.
7. Method of Exercising Option.
(a) The Option shall be exercised by the delivery by Optionee to
Concord at its principal office (or at such other address as may be established
by Concord's Board of Directors) of written notice of the number of shares of
Common Stock with respect to which the Option is being exercised accompanied by
payment in full of the Purchase Price of such shares. Payment of the Purchase
Price for such shares of Common Stock may be made (i) in U. S. dollars by
delivery of cash or personal check, bank draft or money order payable to the
order of Concord or by money transfers or direct account debits; (ii) by
delivery of certificates reoresenting shares of Common Stock having a fair
market value (as defined below) equal to the such Purchase Price; (iii) pursuant
to a broker-assisted "cashless exercise" program if established by Concord; and
(iv) by any combination of the methods of payment described in (i) through (iii)
above.
(b) For purposes hereof, the fair market value of a share of Common
Stock on anv 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 Concord (whose determination shall be
conclusive), based on the best information available to it.
3-33
<PAGE>
8. Withholding.
Concord's obligation to deliver shares of Common Stock upon the
exercise of the Option shall be subject to the payment by the Optionee of any
applicable federal, state and local withholding tax. Concord shall, to the
extent permitted by law, have the right to deduct from any payment of any kind
otherwise due to the Optionee any federal, state or local taxes required to be
withheld with respect to such payment. Subject to the right of Concord's Board
of Directors or any committee thereof to disapprove any such election and
require the withholding tax in cash, the Optionee shall have the right to elect
to pay the withholding tax with shares of Common Stock to be received upon
exercise of the Option or which are otherwise owned by the Optionee. Any
election to pay withholding taxes with stock shall be irrevocable once made.
9. Representations.
(a) Unless prior to the exercise of the Option the shares of Common
Stock issuable upon such exercise are the subject of a registration statement
filed with the Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended (the "Securities Act"), and there isthen in effect a
prospectus filed as part of such registration statement meeting the requirements
of Section 10(a)(3) of the Securities Act, the notice of exercise with respect
to the Option shall be accompanied by a representation or agreement of the
Optionee to Concord to the effect that such shares are being acquired for
investment only and not with a view to the resale or distribution thereof, or
such other documentation as may be required by Concord, unless, in the opinion
of counsel to Concord, such representation, agreement or documentation is not
necessary to comply with the Securities Act. If appropriate, certificate(s) for
the Option Shares issued upon the exercise of the Option shall bear a legend
reciting that such Option Shares may only be transferred if there is then in
effect a prospectus filed as part of such registration statement meeting the
requirements of Section 10(a)(3) of the Securities Act unless, in the
opinion of counsel to Concord, such registration is not required. Concord may
also issue "stop transfer" instructions with respect to Option Shares acquired
by the exercise of the Option.
3-34
<PAGE>
(b) Concord shall not be abligated to issue or sell any shares of
Common Stock until they have been listed on each securities exchange on which
the shares of Common Stock may then be listed and until and unless, in the
opinion of counsel to Concord, Concord may issue such shares pursuant to a
qualification or an effective registration statement, or an exemption from
registration, under such state and federal laws, rules or regulations as such
counsel may deem applicable. Concord shall use reasonable efforts to effect such
listing, qualification and registration, as the case may be.
10. Option Cannot be Transferred.
Unless otherwise agreed to by Concord, the Option is not transferable
otherwise than by will or the laws of descent and distribution, and the Qption
may be exercised during Optionee's lifetime only by the Optionee. Any attempt to
transfer the Option in contravention of this Paragraph 10 is void ab initio. The
Option shall not be subject to execution, attachment or other process.
11. No Rights in Option Shares.
The Optionee shall have none ofthe rights as a shareholder with respect
to any Option Shares until such Option Shares shall be issued to him upon
exercise of the Option.
12. Not a Contract of Emplovment.
Nothing contained herein shall confer upon the Optionee any right to
remain in the employ of any member of the Concord Group of Companies.
13. Miscellaneous.
3-35
<PAGE>
This Option Agreement cannot be changed or terminated orally. This
Option Agreement contains the entire agreement between the parties relating to
the subject matter hereof. This Option Agreement has been executed in the State
of New Jersey and shall be governed by and construed in accordance with the laws
of New Jersey. The paragraph headings herein are intended for convenience of
reference only and shall not affect the interpretation hereof.
IN WITNESS WHEREOF, the parties have executed this Option Agreement as
of the day and year first above written.
CONCORD CAMERA CORP.
By: /s/ Ira B. Lampert
_____________________
Ira B. Lampert
Chairman & CEO
Optionee:
/s/ Keith Lampert
___________________________
Keith Lampert
3-36
<PAGE>
AGREEMENT
AGREEMENT, dated as of December 7, 1999 by and among George Erfurt
having an address at 4982 Garden Drive, Delray Beach, FL 33445 ("Seller"),
Concord Camera Corp., a New Jersey corporation having an address at 4000
Hollywood Boulevard, Suite 6500, Hollywood, FL 33021 (the "Company"), and Harlan
Press having an address at c/o Concord Camera Corp., 4000 Hollywood Boulevard,
Suite 650N, Hollywood, FL 33021 (the "Purchaser").
WHEREAS, Seller is a participant in the Management Stock provisions of
the Company, pursuant to which he has purchased 2,000 shares of common stock of
the Company (the "Shares") and is the holder of an option to purchase 2,000
shares of common stock of the Company (the "Option") and is the obligor under a
promissory note to the Company dated as of November 7, 1995, in an outstanding
principal amount equal to $10,750.00 (ten thousand seven hundred fifty dollars)
plus accrued interest (the "Note").
WHEREAS, the Purchaser desires to purchase from Seller the Shares and
the Option in consideration of the assumption of the Purchaser of all of
Seller's obligations under the Note.
WHEREAS, the Company is willing to consent to such purchase, sale and
assumption and upon the occurrence thereof; is willing to release Seller from
any further obligations under the Note.
NOW, THEREFORE, the parties hereby take the actions evidenced by this
Agreement and agree as follows:
1. Seller hereby represents and warrants to Purchaser that Seller is
the record and beneficial owner of the Shares and the Option free and clear of
any liens, claims or encumbrances of any type whatsoever, except for the pledge
of the Shares to the Company as security for payment of the Note, and that the
outstanding principal amount of the Note is as set forth above.
2. Seller hereby sells, transfers and conveys to the Purchaser, and the
Purchaser hereby accepts, the Shares and the Option and Purchaser hereby assumes
all of Seller's obligations under the Note.
3. The Company hereby consents to the foregoing and releases Seller
from any and all obligations of Seller under the Note. Concurrently with the
execution and delivery hereof, the Company has returned to Seller the Note
stamped canceled.
4. Concurrently with the execution and delivery hereof, Purchaser has
delivered to the Company, and the Company has accepted, a new promissory note
evidencing the principal amount of the Note plus accrued interest assumed by
Purchaser, a pledge agreement granting to the Company a security interest in the
Shares purchased by each Purchaser and the certificate in the name of Purchaser
representing such Shares.
4-1
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its representatives thereunto duly authorized, and each of Seller
and the Purchasers has duly authorized, and each of Seller and the Purchaser has
duly executed this Agreement as of the day and year first above written.
SELLER CONCORD CAMERA CORP.
/s/ George Erfurt By: /s/ Ira B. Lampert
- ----------------------------- ---------------------
George Erfurt Name: Ira B. Lampert
Title: Chairman and CEO
PURCHASER
/s/ Harlan Press
---------------------------
Harlan Press
4-2
<PAGE>
AGREEMENT
AGREEMENT, dated as of January 6, 2000, by Harlan Press
("Press").
Reference is made to (i) that certain Amended and Restated
Voting Agreement, dated February 28, 1997, among Concord Camera Corp., a New
Jersey Corporation (the "Company"), and certain other parties signatory thereto
(the "Voting Agreement") and (ii) that certain Agreement, dated as of
December 7, 1999 by and among George Erfurt ("Erfurt"), the Company and Press
(the "Erfurt Agreement").
Press hereby agrees, for the benefit of the parities to the
Voting Agreement, (i) that the shares of common stock of the Company he is
purchasing pursuant to the Erfurt Agreement and the shares of common stock of
the Company issuable upon exercise of the options he is purchasing pursuant to
the Erfurt Agreement shall be deemed to be "Shares" as defined in the Voting
Agreement and, as such, shall be subject to the Voting Agreement, and (ii) to be
bound by the Voting Agreement with respect to the shares of common stock of the
Company issuable upon exercise of the options he is purchasing pursuant to the
Erfurt Agreement.
IN WITNESS WHEREOF, Press has executed this Agreement as of
the date first written above.
/s/ Harlan Press
---------------------
Harlan Press
4-3
<PAGE>
OPTION AGREEMENT, dated as of January 6, 2000, between Harlan
Press (the "Optionee"), with a business address at c/o Concord Camera Corp.,
4000 Hollywood Boulevard, Suite 650N, Hollywood, FL 33021, and CONCORD CAMERA
CORP. ("Concord"), a New Jersey corporation.
WHEREAS, the Optionee is presently employed by Concord or a
subsidiary (as defined in Concord's Incentive Plan (the "Plan")) thereof
(collectively, the "Concord Group of Companies"); and
WHEREAS, Concord is desirous of increasing the incentive of
the Optionee to exert his utmost efforts to contribute to the future success and
prosperity of the Concord Group of Companies; and
WHEREAS, with Concord's consent, pursuant to that certain
Agreement dated as of date hereof, by and between George Erfurt ("Erfurt"),
Concord and the Optionee, the Optionee has purchased from Erfurt the right and
option to purchase an aggregate of 2,000 shares of Concord's no par value common
stock (the "Common Stock"); and
WHEREAS, upon execution of this Option Agreement, that certain
Option Agreement, dated as of December 22, 1996, by and between Erfurt and
Concord is being canceled and replaced in part by this Option Agreement;
NOW, THEREFORE, the parties agree as follows:
1. Grant of Option.
Pursuant to the Plan, and subject to the terms and conditions
set forth therein and herein, Concord hereby grants to the Optionee the right
and option (the "Option") to purchase an aggregate of 2,000 shares (the "Option
Shares") of Concord's no par value common stock (the "Common Stock") which
Option is intended to qualify as an incentive stock option, as defined in
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
4-4
<PAGE>
2. Purchase Price.
The purchase price (the "Purchase Price") of the Option Shares
shall be $1.8125 per share, subject to adjustment pursuant to Paragraph 6.
3. Time of Exercise.
(a) The Optionee shall be entitled to exercise the Option
immediately as to all the underlying shares of Common Stock.
(b) The Option shall expire and shall not be exercisable after
December 21, 2006, unless the Option shall be sooner terminated pursuant to
Paragraph 4.
4. Exercise of Option After Termination of Employment or
Death.
(a) Except as provided in subparagraph 4(b) below, if the
employment of the Optionee with a member of the Concord Group of Companies shall
be terminated for any reason and immediately after such termination the Optionee
shall not then be employed by any other member of the Concord Group of
Companies, the Option to the extent not theretofore exercised or exercisable
shall expire forthwith unless otherwise agreed to by the Concord.
(b) If the Optionee's employment with a member of the Concord
Group of Companies shall be terminated for cause by Concord or voluntarily by
Optionee without the consent of Concord, the Option, to the extent not
exercised, shall immediately terminate and cease to be exercisable. If the
Optionee's employment is terminated by death, disability, without cause by
Concord or voluntarily by Optionee with the consent of Concord, then any
unvested portion of the Option shall be forfeited and the Option may be
exercised as to the vested portion at any time or from time to time until the
earlier of four years from the date of termination or December 21, 2006.
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(c) The Option may not be exercised pursuant to this Paragraph
4 except to the extent that the Optionee was entitled to exercise the Option at
the time of the termination of his employment, or at the time of his death, and
in any event may not be exercised after December 21, 2006.
5. Leave of Absence.
In the event the Optionee is on military or sick leave or
other bona fide leave of absence (such as temporary employment by the United
States or any state government), the Optionee shall be considered as remaining
in the employ of his employer for 90 days or such longer period as shall be
determined by the Board of Directors of his employer.
6. Adjustment upon Changes in Capitalization.
(a) In the event that the outstanding shares of Common Stock
are hereafter changed by reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split-up, combination or exchange of
shares and the like, or dividends payable in shares of Common Stock, an
appropriate adjustment shall be made by the Board of Directors of Concord in the
aggregate number of Option Shares and Purchase Price. If Concord shall be
reorganized, consolidated, or merged with another corporation, or if all or
substantially all of the assets of Concord shall be sold or exchanged, the
Optionee shall thereupon, be entitled to receive upon the exercise of the Option
the same number and kind of shares of stock or the same amount of property, cash
or securities as he would have been entitled to receive upon the occurrence of
any such corporate event as if he had been, immediately prior to such event, the
holder of the number of Option Shares covered by the Option; provided, however,
that if any of such events occur, the Board of Directors of Concord shall have
the discretionary power to prevent the Option from being disqualified as an
incentive stock option.
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(b) Any adjustment under this Paragraph 6 in the number of
shares of Common Stock subject to the Option shall apply proportionately to only
the unexercised and unexercisable portion of the Option. If fractions of a share
would result from any such adjustment, the adjustment shall be revised to the
next lower whole number of shares.
7. Method of Exercising Option.
(a) The Option shall be exercised by the delivery by Optionee
to Concord at its principal office (or at such other address as may be
established by Concord's Board of Directors) of written notice of the number of
shares of Common Stock with respect to which the Option is being exercised
accompanied by payment in full of the Purchase Price of such shares. Payment of
the Purchase Price for such shares of Common Stock may be made (i) in U. S.
dollars by delivery of cash or personal check, bank draft or money order payable
to the order of Concord or by money transfers or direct account debits; (ii) by
delivery of certificates representing shares of Common Stock having a fair
market value (as defined below) equal to the such Purchase Price; (iii) pursuant
to a broker- assisted "cashless exercise" program if established by Concord; and
(iv) by any combination of the methods of payment described in (i) through (iii)
above.
(b) 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 Concord (whose determination shall be
conclusive), based on the best information available to it.
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8. Withholding.
Concord's obligation to deliver shares of Common Stock upon
the exercise of the Option shall be subject to the payment by the Optionee of
any applicable federal, state and local withholding tax. Concord shall, to the
extent permitted by law, have the right to deduct from any payment of any kind
otherwise due to the Optionee any federal, state or local taxes required to be
withheld with respect to such payment. Subject to the right of Concord's Board
of Directors or any committee thereof to disapprove any such election and
require the withholding tax in cash, the Optionee shall have the right to elect
to pay the withholding tax with shares of Common Stock to be received upon
exercise of the Option or which are otherwise owned by the Optionee. Any
election to pay withholding taxes with stock shall be irrevocable once made.
9. Representations.
(a) Unless prior to the exercise of the Option the shares of
Common Stock issuable upon such exercise are the subject of a registration
statement filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), and there is then in
effect a prospectus filed as part of such registration statement meeting the
requirements of Section 10(a)(3) of the Securities Act, the notice of exercise
with respect to the Option shall be accompanied by a representation or agreement
of the Optionee to Concord to the effect that such shares are being acquired for
investment only and not with a view to the resale or distribution thereof, or
such other documentation as may be required by Concord, unless, in the opinion
of counsel to Concord, such representation, agreement or documentation is not
necessary to comply with the Securities Act. If appropriate, certificate(s) for
the Option Shares issued upon the exercise of the Option shall bear a legend
reciting that such Option Shares may only be transferred if there is then in
effect a prospectus filed as part of such registration statement meeting the
requirements of Section 10(a)(3) of the Securities Act unless, in the opinion of
counsel to Concord, such registration is not required. Concord may also issue
"stop transfer" instructions with respect to Option Shares acquired by the
exercise of the Option.
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<PAGE>
(b) Concord shall not be obligated to issue or sell any shares
of Common Stock until they have been listed on each securities exchange on which
the shares of Common Stock may then be listed and until and unless, in the
opinion of counsel to Concord, Concord may issue such shares pursuant to a
qualification or an effective registration statement, or an exemption from
registration, under such state and federal laws, rules or regulations as such
counsel may deem applicable. Concord shall use reasonable efforts to effect such
listing, qualification and registration, as the case may be.
10. Option Cannot be Transferred.
Unless otherwise agreed to by Concord, the Option is not
transferable otherwise than by will or the laws of descent and distribution, and
the Option may be exercised during Optionee's lifetime only by the Optionee. Any
attempt to transfer the Option in contravention of this Paragraph 10 is void ab
initio. The Option shall not be subject to execution, attachment or other
process.
11. No Rights in Option Shares.
The Optionee shall have none of the rights as a shareholder
with respect to any Option Shares until such Option Shares shall be issued to
him upon exercise of the Option.
12. Not a Contract of Employment.
Nothing contained herein shall confer upon the Optionee any
right to remain in the employ of any member of the Concord Group of Companies.
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<PAGE>
13. Miscellaneous.
This Option Agreement cannot be changed or terminated orally.
This Option Agreement contains the entire agreement between the parties relating
to the subject matter hereof. This Option Agreement has been executed in the
State of New Jersey and shall be governed by and construed in accordance with
the laws of New Jersey. The paragraph headings herein are intended for
convenience of reference only and shall not affect the interpretation hereof.
IN WITNESS WHEREOF, the parties have executed this Option Agreement as
of the day and year first above written.
CONCORD CAMERA CORP.
By: /s/ Ira B. Lampert
----------------------------
Name: Ira B. Lampert
Title: Chairman and CEO
/s/ Harlan Press
----------------------------
Harlan Press
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<PAGE>
SECURED PROMISSORY NOTE
$10,750.00 As of November 7, 1995
FOR VALUE RECEIVED, Harlan Press ("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 Ten Thousand
Seven Hundred Fifty and 00/100 Dollars ($10,750.00), 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 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 canceled), 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.
Pursuant to an Agreement, dated as of December 7, 1999 among George Erfurt
("Erfurt"), the Company, and the Obligor (the "Agreement"), Erfurt, with the
Company's consent, sold to Obligor the shares of Common Stock listed on Schedule
A hereto (the "Shares"). Obligor
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<PAGE>
paid the purchase price for the Shares by delivering to the Company this Note in
substitution for that certain Secured Promissory Note, dated as of November 7,
1995, from Erfurt to the Company in the principal amount of $10,750 (the "Old
Note"). Amounts not in excess of $10,750 in principal, and accrued but unpaid
interest on such principal amount, outstanding under the Old Note on the date
hereof shall be evidenced by and repayable in accordance with 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
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, 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 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.
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<PAGE>
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 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 canceling 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 canceling Pledged Securities (in lieu of any sale thereof) as
aforesaid in satisfaction of amounts due under this Note.
4-13
<PAGE>
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/ Harlan Press
------------------------------
Harlan Press
4-14
<PAGE>
SCHEDULE A TO SECURED PROMISSORY NOTE
PLEDGED SECURITIES
2,000 Shares No Par Value Concord Camera Corp. Common Stock
4-15
