Exhibit 10.1


 


RESTRICTED
STOCK AGREEMENT


 


This Restricted Stock Agreement, dated as of March 27,
2006 (the “Grant Date”) between 1-800 CONTACTS, INC., a Delaware corporation
(the “Company”), and the director of the Company listed on the signature page
hereto (the “Grantee”).


Pursuant to the Company’s Amended and Restated 2004
Stock Incentive Plan (the “Plan”), the Company and the Grantee desire to enter
into an agreement to evidence the grant by the Company to the Grantee of that
number of shares of the Company’s common stock, par value $.01 per share (the “Common
Stock”) listed on the signature page hereto (the “Shares”).  Certain terms used herein are defined in
paragraph 9 hereto.


The parties
hereto hereby agree as follows:


1.             Shares.


(a)           Grant.  Subject to the terms and conditions set forth
herein, the Company hereby grants to the Grantee the Shares.  The number of Shares shall be subject to
adjustment as provided in paragraph 10 hereto.


(b)           Payment
of Par Value.  To the extent required
by law, the par value of $.01 per Share shall be paid by Grantee to the Company
in the amount listed on the signature page hereto (the “Par Value Amount”).  Payment of the Par Value Amount, if required,
shall be made to the Company in cash or by check by the Grantee, provided that
the Company may (but need not) permit payment to be made by (i) delivery to the
Company of outstanding shares of Common Stock held by the Grantee or (ii) any
combination of cash, check and the Grantee’s delivery of outstanding shares of
Common Stock.


(c)           Certificates.  Stock certificates representing the Shares
will be held in escrow by the Company on the Grantee’s behalf during any period
of restriction thereon.  Upon the Company’s
request, the Grantee shall deliver to the Company a duly signed stock power,
endorsed in blank, relating to the Shares. 
Notwithstanding anything else herein, the Committee may, in its sole and
absolute discretion and in accordance with Section 158 of the Delaware General
Corporation Law, subject to the terms of the Plan, issue the Shares in the form
of uncertificated shares.


2.             Restrictions.


(a)           Vesting
of Shares.  Subject to paragraphs
2(b), (c) and (d), the Shares granted hereunder shall vest as follows: 34% on
March 27, 2007; 33% on March 27, 2008; and 33% on March 27, 2009 (each an “Annual
Vesting Date”).  The Shares shall vest if
and only if the Grantee is, and has been, continuously a director of, or
otherwise performing services for, the Company or its subsidiaries from the
Grant Date through the applicable Annual Vesting Date.


(b)           CTAC
Change in Control.  (i)  Upon a CTAC Change in Control, any unvested
Shares will immediately vest, if and only if the Grantee is, and has been,
continuously a director of, or otherwise performing services for, the Company
or its subsidiaries from the Grant Date through the date of the CTAC Change in
Control.


(ii)           If in any CTAC Change in Control
shares of Common Stock are cancelled, these Shares shall be similarly treated,
subject to any vesting requirement hereunder.


(iii)          For purposes of this paragraph 2(b),
an acquirer of all or substantially all the assets of the Company shall be
treated as the “Company.”

















(c)           Death
and Disability.  Upon the Grantee’s
death or Permanent Disability while a member of the Board, any then unvested
Shares shall immediately vest.


(d)           No
Vesting After Termination Date. 
Notwithstanding any provision of paragraph 2 to the contrary, the
unvested Shares shall be forfeited, without compensation (including any
repayment of the Par Value Amount), upon the Grantee’s Termination Date.


3.             Procedure
for Issuing Shares Upon Grant Date. 
As a condition to any issuance of Shares by the Company to the Grantee,
the Grantee shall make all customary investment representations which the
Company requires.  Without limiting the
foregoing, the Grantee acknowledges that the Shares are being issued to the
Grantee and this Restricted Stock Agreement is being made by the Company in
reliance upon the following express representations and warranties by the
Grantee:


(a)           that
he or she has been advised that he or she may be an “affiliate” within the
meaning of Rule 144 under the Securities Act and in this connection the Company
is relying in part on his or her representations set forth in this paragraph;


(b)           if
he or she is deemed an affiliate within the meaning of Rule 144 of the
Securities Act, the Shares must be held for the period of time required by
applicable law unless an exemption from any applicable resale restrictions is
available or the Company files an additional registration statement (or a “re-offer
prospectus”) with regard to such Shares and the Company is under no obligation
to register the Shares (or to file a “re-offer prospectus”); and


(c)           if
he or she is deemed an affiliate within the meaning of Rule 144 of the Securities
Act, he or she understands that the exemption from registration under Rule 144
will not be available unless (i) a public trading market then exists for the
Common Stock, (ii) adequate information concerning the Company is then
available to the public, and (iii) other terms and conditions of Rule 144 or
any exemption therefrom are complied with; and that any sale of the Shares may
be made only in limited amounts in accordance with such terms and conditions.


4.             Securities
Laws Restrictions and Other Restrictions on Transfer of Shares.  The Grantee understands and acknowledges that
federal and state securities laws govern and restrict his or her right to
offer, sell or otherwise dispose of any Shares unless the offer, sale or other
disposition thereof is registered under the Securities Act and state securities
laws, or in the opinion of the Company’s counsel, such offer, sale or other
disposition is exempt from registration or qualification thereunder.  The Grantee agrees that he or she will not
offer, sell or otherwise dispose of any Shares in any manner which would: (i)
require the Company to file any registration statement with the Securities and
Exchange Commission (or any similar filing under state law) or to amend or
supplement any such filing or (ii) violate or cause the Company to violate the
Securities Act, the rules and regulations promulgated thereunder or any other
state or federal law.  The Grantee
further understands that the certificates for any vested Shares shall bear such
legends as the Company deems necessary or desirable in connection with the
Securities Act or other rules, regulations or laws.


5.             Transferability
of Shares.  The unvested, or
otherwise restricted, Shares granted hereunder may be transferred by the
Grantee only (i) by will or the laws of descent and distribution or (ii) with
the prior written approval of the Committee, to any member of the Grantee’s
Family Group, provided that such transferee shall have agreed in writing to be
bound by the terms of this Restricted Stock Agreement.  Unless the context otherwise requires,
references herein to the Grantee are deemed to include any permitted transferee
under this paragraph 5.  Any attempted
transfer of the Shares in violation of the Plan or this Restricted Stock
Agreement shall be void and of no effect and the Company shall have the right
to disregard the same on its books and records and to issue “stop transfer”
instructions to its transfer agent.


6.             Conformity
with Plan.  The provisions of this
Restricted Stock Agreement are intended to conform in all respects with, and
are subject to all applicable provisions of, the Plan (which is incorporated
herein by reference) in effect on the Grant Date.  Inconsistencies between this Restricted Stock
Agreement


 


2

















and the Plan shall
be resolved in accordance with the terms of the Plan in effect on the Grant
Date.  By executing and returning the
enclosed copy of this Restricted Stock Agreement, the Grantee acknowledges his
or her receipt of this Restricted Stock Agreement and the Plan and agrees to be
bound by all of the terms of this Restricted Stock Agreement and the Plan.


7.             Rights
of Participants.  Nothing in this
Restricted Stock Agreement shall confer upon the Grantee any right to continue
as a member of the Board for any period of time or to continue his or her
present (or any other) rate of compensation, and upon a departure from the
Board, any portion of the Shares that was not previously vested shall expire
and be forfeited except as otherwise specified herein.  Nothing in this Restricted Stock Agreement
shall confer upon the Grantee any right to be selected again as a Plan
participant, and nothing in the Plan or this Restricted Stock Agreement shall
provide for any adjustment to the number of Shares except as provided in
paragraph 10 below.


8.             Withholding
of Taxes.  The Grantee agrees that,
no later than the date on which any Shares shall have vested, the Grantee will
pay to the Company, or make arrangements satisfactory to the Company regarding
payment of, any federal, state or local taxes of any kind required by law to be
withheld with respect to any Shares which shall have become so vested.  The Grantee further agrees that the Company
shall be entitled, to the extent permitted by law, to withhold from any amounts
due and payable by the Company to the Grantee (or secure payment from him or
her in lieu of withholding) the amount of any withholding tax required by law
to be withheld with respect to any Shares which shall have become vested.  Provided, the Committee may allow the Grantee
to pay the amount of any withholding or other tax due from the Company with
respect to any Shares issued under this Restricted Stock Agreement by (i)
delivery to the Company of outstanding shares of Common Stock held by the
Grantee, (ii) retention by the Company of Shares which would otherwise be
issued to the Grantee upon lapse of the restrictions on such Shares or (iii)
any combination of cash, check, the Grantee’s delivery of outstanding shares of
Common Stock and retention by the Company of Shares which would otherwise be
issued to the Grantee upon lapse of the restrictions on such Shares.


9.             Certain
Definitions.  For the purposes of
this Restricted Stock Agreement, the following terms shall have the meanings
set forth below:


“Board” shall mean
the Board of Directors of the Company.


“ClearLab” shall mean the Company’s
international contact lens development, manufacturing and distribution
business, consistent with the operating
segments as defined in the Company’s SEC filings.


“ClearLab Change in Control” shall mean the
occurrence of any of the following: (i) the sale of all or substantially all of
the assets of ClearLab to an Unrelated
Entity; (ii) the sale of all of the outstanding voting securities of an entity
holding all or substantially all of the assets of ClearLab to an Unrelated
Entity; or (iii) the merger or consolidation of ClearLab into an Unrelated
Entity, provided that a Change in Control of the Company does not occur
simultaneously.


 “Committee”
shall mean the Compensation Committee of the Board of Directors, or such other
committee of the Board which may be designated
by the Board to administer the Plan.  Any
reference herein to the Committee shall be deemed to refer to the Board in the
event that the Board has not delegated the administration of the Plan to the
Committee.


“Common Stock” shall mean the Company’s Common
Stock, par value $.01 per share, or, in the event that the outstanding Common
Stock is hereafter changed into or exchanged for different stock or securities
of the Company, such other stock or securities.


“Company” shall mean 1-800 CONTACTS, INC., a
Delaware corporation, and (except to the extent the context requires otherwise)
any subsidiary corporation of the
Company as such term is defined in Section 424(f) of the Internal Revenue Code
of 1986, as amended, and any successor statute.


 


3

















“CTAC Change in Control” shall mean the
occurrence of any of the following:


                (i)            When any “person” as defined in
Section 3(a)(9) of the Exchange Act and as used in Sections 13(d) and 14(d)
thereof, including a “group” as defined in Section 13(d) of the Exchange Act
but excluding the Company and any subsidiary, any existing stockholders of the
Company on the Grant Date and any employee benefit plan sponsored or maintained
by the Company or any subsidiary (including any trustee of such plan acting as
trustee), directly or indirectly, becomes the “beneficial owner” (as defined in
Rule 13d-3 under the Exchange Act), after the Grant Date, of securities of the
Company representing 50% or more of the combined voting power of the Company’s
then outstanding securities; provided that no Change in Control will be deemed
to have occurred as a result of a change
in ownership percentage resulting solely from an acquisition of securities by
the Company; and provided further that no Change in Control will be deemed to
have occurred if Jonathan C. Coon (including any “person” controlled by
Jonathan C. Coon (as defined in Rule 12b-2 under the Exchange Act)) owns more
than 10% of the Company or any person that becomes the “beneficial owner” of
50% or more of the combined voting power of the Company’s then outstanding
securities.


                (ii)           When, during any period of 24
consecutive months (not including any period prior to the Grant Date), the individuals who, at the beginning of such
period, constitute the Board (the “Incumbent Directors”) cease for any reason
other than death to constitute at least a majority of the members of the Board;
provided, however, that a director who was not a director at the beginning of
such 24-month period shall be deemed to have satisfied such 24-month
requirement (and be an Incumbent Director) if such director was elected by, or
on the recommendation of or with the approval of, at least a majority of the
directors who then qualified as Incumbent Directors either actually (because
they were directors at the beginning of such 24 month period) or by prior
operation of this provision; or


                (iii)          The consummation of a reorganization,
merger or consolidation or sale or other disposition of all or substantially
all of the assets of the Company in one or a series of related transactions (a “Business
Combination”), in each case, unless,
following such Business Combination, (i) all or substantially all of the
individuals and entities who were the beneficial owners of outstanding voting
securities of the Company immediately prior to such Business Combination
beneficially own, by reason of such ownership of the Company’s voting
securities immediately before the Business Combination, directly or indirectly,
50% or more of the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors of the
company resulting from such Business Combination (including, without
limitation, a company which as a result of such transaction owns the Company or
all or substantially all of the Company’s assets either directly or through one
or more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the outstanding voting
securities of the Company; (ii) no person (excluding, any company resulting
from such Business Combination or any employee benefit plan (or related trust)
of the company or such company resulting from such Business Combination)
beneficially owns, directly or indirectly, 50% or more of, respectively, the then combined voting power of the
then outstanding voting securities or equity of such company except to the
extent that such ownership existed prior to the Business Combination; and (iii)
at least a majority of the members of the board of directors of the company
resulting from such Business Combination were members of the Incumbent Board at
the time of the execution of the initial agreement, or of the action of the
board of directors, providing for such Business Combination; or


                (iv)          The stockholders of the Company
approve a complete liquidation or dissolution of the Company; or


                (v)           Upon the later of the occurrence of a
Retail Change in Control and a ClearLab Change in Control.


“Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended, and any successor statute.


 


4

















“Family Group” shall mean a Grantee’s spouse
and descendants (whether natural or adopted) and any trust established solely
for the benefit of the Grantee and/or the Grantee’s spouse and/or descendants.


“Permanent Disability” shall mean the Grantee’s
permanent inability, due to illness, accident, injury, physical or mental
incapacity or other disability, to carry out effectively his or her duties and
obligations to the Company or to participate effectively and actively in the
management of the Company as determined in the reasonable judgment of the
Board.


“Per Share Market Value” shall mean the fair
market value of one Share as of the close of business on the given date
determined in such manner as shall be prescribed in good faith by the
Committee; provided, that so long as the Shares are traded on a national
securities exchange or national automated quotation system (such as the Nasdaq
National Market), the Per Share Market Value shall be the reported closing
price of the Shares on such date.


“Retail Business” shall mean the Company’s
retail operations, consistent with the operating segments as defined in the
Company’s SEC filings.


“Retail Change in Control” shall mean the
occurrence of any of the following: (i) the sale of all or substantially all of
the assets of the Retail Business to an Unrelated Entity; (ii) the sale of all
of the outstanding voting securities of an entity holding all or substantially
all of the assets of the Retail Business to an Unrelated Entity; or (iii) the
merger or consolidation of the Retail Business into an Unrelated Entity,
provided that a Change in Control of the Company does not occur simultaneously.


“Securities Act” shall mean the Securities Act
of 1933, as amended, and any successor statute.


“Shares” shall mean (i) all shares of Common
Stock granted pursuant to this Restricted Stock Agreement and (ii) all shares
of Common Stock issued with respect to the Common Stock referred to in clause
(i) above by way of stock dividend or stock split or in connection with any
conversion, merger, consolidation or recapitalization or other reorganization
affecting the Common Stock.


“Successor” shall mean, in the event of a
ClearLab Change in Control, a successor to the ClearLab business and, in the
event of a Retail Change in Control, a successor to the Retail Business.


“Termination Date” shall mean the date that the
Grantee ceases to be a director of, or otherwise performing services for, the
Company or any of its subsidiaries (or any Successor) for any reason.


“Unrelated Entity” shall mean an entity with
respect to which 50% or more of such entity is not owned, directly or
indirectly, by the Company, any subsidiary, the existing stockholders of the
Company in approximately the same proportion as before the transaction or any
employee benefit plan sponsored or maintained by the Company or any subsidiary
(including any trustee of such plan acting as trustee); provided, however that
no entity shall be an Unrelated Entity if Jonathan C. Coon (including any “person”
controlled by Jonathan C. Coon (as defined in Rule 12b-2 under the Exchange
Act)) owns more than 10% of such entity.


10.           Adjustments.  In the event of a reorganization,
recapitalization, stock dividend or stock split or combination or other change
in the shares of Common Stock, the Board or the Committee shall, in order to
prevent the present and future dilution or enlargement of rights under this
Restricted Stock Agreement, make such adjustments in the number and type of
shares authorized by the Plan and the number of Shares covered by this
Restricted Stock Agreement as may be determined to be appropriate and
equitable.


 


5

















 


11.           Additional
Restrictions on Transfer.


(a)           Restrictive
Legend.  All certificates
representing the Shares that are unvested or otherwise restricted shall bear
the following legends:


(i)            “THE
ANTICIPATION, ALIENATION, ATTACHMENT, SALE, TRANSFER, ASSIGNMENT, PLEDGE,
ENCUMBRANCE OR CHARGE OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO
THE TERMS AND CONDITIONS (INCLUDING A VESTING SCHEDULE AND FORFEITURE PROVISION
AND RESTRICTIONS AGAINST TRANSFER) OF 1-800 CONTACTS, INC. (THE “COMPANY”)
AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN AND AN AGREEMENT ENTERED INTO
BETWEEN THE REGISTERED OWNER AND THE COMPANY DATED AS OF THE ____ DAY OF
_________, ____.  COPIES OF SUCH PLAN AND
AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.”


(ii)           Any
legend required to be placed thereon by applicable state securities law.


(b)           Opinion
of Counsel.  The Grantee may not
sell, transfer or dispose of any Shares (except pursuant to an effective
registration statement under the Securities Act) without first delivering to
the Company an opinion of counsel reasonably acceptable in form and substance
to the Company that registration under the Securities Act or any applicable
state securities law is not required in connection with such transfer.


12.           Amendment.  Except as otherwise provided herein, any
provision of this Restricted Stock Agreement may be amended or waived only with
the prior written consent of the Grantee and the Company.


13.           Successors
and Assigns.  Except as
otherwise expressly provided herein, all covenants and agreements contained in
this Restricted Stock Agreement by or on behalf of any of the parties hereto
shall bind and inure to the benefit of the respective successors and permitted
assigns of the parties hereto whether so expressed or not. The Company may
assign this Restricted Stock Agreement to a person or entity that is an
affiliate or a successor and shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of (i) the Company, (ii) any
affiliate to which this Restricted Stock Agreement has been assigned or (iii)
any division of the Company or affiliate by which the Grantee is employed to
expressly assume and agree to perform this Restricted Stock Agreement in the
same manner and to the same extent that the Company would be required to
perform it if no such succession had taken place. As used in this Restricted
Stock Agreement, “Company” shall mean the Company, any affiliate to which this
Restricted Stock Agreement is assigned and any successor to the business and/or
assets of (i) the Company, (ii) any Affiliate to which this Restricted Stock
Agreement has been assigned or (iii) any division of the Company or Affiliate
by which Grantee is employed, which assumes and agrees to perform this
Restricted Stock Agreement by operation of law, or otherwise.


14.           Severability.
Whenever possible, each provision of this Restricted Stock Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Restricted Stock Agreement is held to be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Restricted Stock Agreement.


15.           Counterparts.
This Restricted Stock Agreement may be executed simultaneously in two or more
counterparts, each of which shall constitute an original, but all of which
taken together shall constitute one and the same Restricted Stock Agreement.


16.           Descriptive Headings.  The descriptive headings of this Restricted
Stock Agreement are inserted for convenience only and do not constitute a part
of this Restricted Stock Agreement


 


6

















17.           Governing
Law.  This Restricted Stock
Agreement, and all remedies in connection herewith and all questions or
transactions relating thereto, shall be construed in accordance with and
governed by the internal laws of the State of Delaware.


18.           Notices.  All notices, demands or other communications
to be given or delivered under or by reason of the provisions of this
Restricted Stock Agreement shall be in writing and shall be deemed to have been
given when delivered personally or mailed by certified or registered mail,
return receipt requested and postage prepaid, to the recipient.  Such notices, demands and other
communications shall be sent to the Grantee at the address appearing on the
signature page to this Restricted Stock Agreement and to the Company at 66 E.
Wadsworth Park Drive, Draper, Utah 84020, Attn: Chief Financial Officer, or to
such other address or to the attention of such other person as the recipient
party has specified by prior written notice to the sending party.


19.           Entire
Agreement.  This Restricted Stock
Agreement and the terms of the Plan constitute the entire understanding between
the Grantee and the Company, and supersede all other agreements, whether
written or oral, with respect to the acquisition by the Grantee of the Shares.


20.           Power
of Attorney.  The Company, its
successors and assigns, is hereby appointed the attorney-in-fact, with full
power of substitution, of the Grantee for the purpose of carrying out the
provisions of this Restricted Stock Agreement and taking any action and
executing any instruments which such attorney-in-fact may deem necessary or
advisable to accomplish the purposes hereof, which appointment as
attorney-in-fact is irrevocable and coupled with an interest.  In connection with actions permitted under
the terms of this Restricted Stock Agreement (including paragraphs 2(b) and 8),
the Company, as attorney-in-fact for the Grantee, may in the name and stead of
the Grantee, make and execute all conveyances, assignments and transfers of the
Shares and property provided for herein, and the Grantee hereby ratifies and
confirms all that the Company, as said attorney-in-fact, shall do in good faith
by virtue hereof.  Nevertheless, the
Grantee shall, if so requested by the Company, execute and deliver to the
Company all such instruments as may, in the judgment of the Company, be
advisable for such purpose.


[Signature page to follow]


 


7

















 


                IN WITNESS WHEREOF, the parties have executed this
Restricted Stock Agreement to reflect the grant which is authorized herein.


 


	
   

  	
   

  	
  1-800
  CONTACTS, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signature: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Jonathan C. Coon, Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GRANTEE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Number of Shares:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Par Value Price:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Grant Date:

  	
   

  	
  March 27, 2006

  



 


 


8