**EXHIBIT 10.18**
**AGREEMENT AND GENERAL RELEASE**
     **National Vision, Inc. (the “Company”) and James Krause (“Mr. Krause” or“you”) agree that the following Agreement and General Release (“Agreement”)describes their complete agreement and understanding regarding Mr. Krause’scontinued employment with the Company and Mr. Krause’s termination ofemployment with the Company in accordance with the Company’s Severance Plan.**
     **1.     This Agreement fully supersedes any and all prioragreements, letters or understandings between Mr. Krause and the Company(including any subsidiary of the Company) pertaining to the terms andconditions of Mr. Krause’s employment and/or termination from such employment,and Mr. Krause shall have no rights under any prior agreements between Mr.Krause and the Company; provided that the Agreement dated November 6, 1996between you and National Vision Associates, Ltd., as amended May 15, 2001, withrespect to change in control (the “Change in Control Agreement”) shall remainin full force and effect only until and shall terminate on January 5, 2003;further provided that the Indemnification Agreement dated June 28, 2001 betweenyou and the Company shall remain in full force and effect.**
     **2.     Definitions. For the purposes of this Agreement, thefollowing terms shall have the following meanings:**
             **(a) “Confidential Information” shall mean any information, withoutregard to form, relating to Company’s customers, operation, finances, andbusiness that derives economic value, actual or potential, from not beinggenerally known to other Persons, including, but not limited to, technical ornontechnical data, formulas, patterns, compilations (including compilations ofcustomer information), programs, devices, methods, techniques,**
 

 

**processes, financial data or lists of actual or potential customers andsuppliers (including identifying information about customers and suppliers),whether or not in writing. Confidential Information includes informationdisclosed to Company by third parties that Company is obligated to maintain asconfidential. Confidential Information shall not include any information thathas or will become generally known or available to the public.**
             **(b) “Customers” shall mean those entities from whose premises theCompany offers any goods and services to retail customers and which are, as ofthe Effective Date of this Agreement, Walmart, Walmart (Mexico), Fred Meyer andthe U.S. Government through its military exchanges located in the U.S.**
             **(c) “Effective Date” shall mean the effective date of this Agreement asprovided in paragraph 15(c).**
             **(d) “Employment Period” shall mean the time period from November 3, 2002through your Severance Date, as described in paragraph 3.**
             **(e) “Person” shall mean any individual, corporation, bank, partnership,joint venture, association, joint stock company, trust, unincorporatedorganization or other entity.**
             **(f) “Services” shall mean services which are substantially similar tothe duties or functions you performed as Chief Executive Officer of theCompany, including responsibility for sales and revenue growth, profitability,strategic planning and leadership, and executive oversight.**
             **(g) “Severance Date” shall mean January 10, 2003 or, if earlier: (1)your voluntarily termination of your employment before January 10, 2003, (2)your death, or (3) your material violation of any of**
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**the provisions of paragraphs 10-13 of this Agreement and the Company’s writtennotice to you of such violation and the date of your last day of employment.**
             **(h) “Territory” shall mean the areas identified in the attached ExhibitA. You acknowledge that you have reviewed Exhibit A and that it accuratelyreflects the territory in which you have and will perform Services on behalf ofthe Company.**
     **3.     Employment Period. You will continue with your currentresponsibilities as the Chief Executive Officer until January 5, 2003.Effective November 3, 2002, for the Employment Period, your base compensationwill be paid at an annual rate of $241,735, less applicable withholdings fortaxes and benefits. It is the understanding of you and the Company that youwill take three (3) weeks paid vacation during the Employment Period. Duringthe Employment Period your responsibilities will be to continue management ofthe Company and to support a smooth transition to your successor. During theEmployment Period, you will continue to participate in the Company’s employeebenefit plans on the same basis as you have been participating prior toentering into this Agreement.**
     **4.     Severance Pay.**
             **(a) Your employment with the Company will terminate effective January10, 2003, unless earlier terminated as described in Section 2(e). You and theCompany agree that your termination of employment is for a Qualifying Reasonunder the Severance Plan. Within eight (8) days after the Effective Date ofthis Agreement or as of January 11, 2003, if later, the Company will begin topay you on normal payroll dates an amount equal to your base salary rate underSection 3, less applicable withholding for taxes and any other deductions youmay authorize, for the period commencing January 11, 2003 and continuing fortwelve (12) months (your “Severance**
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**Pay”); provided that all such payments shall cease in the event of yourmaterial violation of any of the provisions of paragraphs 10-13 of thisAgreement. Because the vacation you will take in accordance with paragraph 3will use your vacation entitlement, you will not be paid for any earned andunused vacation as of your Severance Date. Notwithstanding the foregoing, if aChange in Control of the Company, as defined in the Change in ControlAgreement, occurs prior to January 11, 2003 and you are eligible to receivebenefits under that agreement, you shall be provided the benefits of the Changein Control Agreement offset by any benefits otherwise payable under thisAgreement so that there is no duplication of benefits.**
             **(b) In the event of your death before your Severance Date, you shall beentitled to those benefits that would be paid to any Company employee dyingwhile employed and any compensation and benefits under this Agreement shallcease. In the event of your death after your Severance Date and before allSeverance Pay has been paid, your surviving spouse or other designatedbeneficiary will be paid any benefits and bonus or Performance Share awards ifnot already paid otherwise under paragraph 5 (a) – (c) and the remainder of anyunpaid Severance Pay in a lump sum.**
     **5.     Immediately following your Severance Date, the Company willprovide you with the information and elections available to any terminatedemployee with respect to continued medical coverage in accordance with theConsolidated Omnibus Budget Reconciliation Act (COBRA), 401(k) plandistributions and termination of other benefits, subject to the following:**
             **(a) You shall be eligible to participate in the Company’s quarterlybonus incentive program for incentives earned in the fourth (4th) quarter of2002, even though paid subsequent to 2002, but shall not be eligible toparticipate in the Company’s bonus program after December 31, 2002.**
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             **(b) Your stock options granted on October 25, 2001 that are vested as ofyour Severance Date may be exercised at any time during your tenure as a memberof the Company’s Board of Directors and for one (1) year following the date youcease to serve on the Board of Directors, notwithstanding the provisions of theStock Option Award Certificate issued upon the grant of your options. Allunvested options shall be forfeited as of your Severance Date.**
             **(c) You shall be eligible for any award made under your PerformanceShares Award for the 2002 Performance Period, even though paid in 2003, but noaward for any subsequent Performance Period will be made. You will not beeligible for any further award of Performance Shares.**
             **(d) The Split Dollar Life Insurance Agreement dated December 3, 1994among you, National Vision Associates, Ltd., and A. Kimbrough Davis as trusteeshall remain in full force and effect with the Company continuing to pay policypremiums in accordance with the terms of that agreement. It is anticipatedthat the policies will become self-funding in 2003. The Company will bewilling to consider termination of this Agreement prior to January 1, 2004 inaccordance with IRS Notice 2002-8 if you so desire.**
     **6.     Board Service. Effective January 11, 2003, and so long asyou serve as a duly elected member of the Company’s Board of Directors, youshall be entitled to the compensation and benefits provided to the Company’s“outside” members of the Board of Directors. This Agreement provides nothingmore or less than otherwise provided by the Company to such “outside” directorsfrom time to time.**
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     **7.     Covenant Not To Sue and Release. As a material inducementto the Company to enter into this Agreement, you irrevocably release andforever discharge the Company and any affiliated, related, or successorcompanies, their benefit plans and programs, or any of their respective presentor former agents, directors, officers, employees, owners, representatives, orattorneys (hereinafter collectively referred to as the “Releasees”), or any ofthem, to the full extent permitted by law, from any and all losses, expenses,liabilities, claims, rights and entitlements of every kind and description(collectively referred to as “Claims”), whether known or unknown, that you havenow or may later claim to have had against any of the Releasees arising out ofanything that has occurred up through the date you sign this Agreement,including any claims based upon your employment with and termination ofemployment from the Company, also including paragraph 4 of this Agreement.This Release includes, but is not limited to, any claims which have beenasserted or could have been asserted for back pay, reinstatement, personalinjuries, breach of contract (express or implied), breach of any covenant ofgood faith and fair dealing (express or implied), or for recovery of any lossesor other damages to you or your property based on any alleged violation ofTitle VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.(prohibiting discrimination on account of race, sex, color, national origin orreligion); the Americans with Disabilities Act, 42 U.S.C. § 12101 et seq.(prohibiting discrimination on account of disabilities); the Family and MedicalLeave Act of 1993, 29 U.S.C. § 2601 et seq.; the Employee Retirement IncomeSecurity Act of 1974, 29 U.S.C. § 1001 et seq.; the Age Discrimination inEmployment Act (“ADEA”), 29 U.S.C. § 621 et seq. (prohibiting discrimination onaccount of age); the Georgia Equal Employment for Persons with DisabilitiesCode, OCGA §§ 34-6A-1 to 34-6A-6 (prohibiting discrimination on account ofdisability; or any other federal, state, or local**
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**statutory or common law. This release is only applicable for events occurringthrough the signing of this Agreement. You affirm that the waiver of rightsand claims under the ADEA set out in this Agreement is made in exchange forconsideration in addition to anything of value to which you are alreadyentitled. Notwithstanding the preceding paragraph, it is understood and agreedthat the Release of the preceding paragraph does not (1) waive your right toreceive benefits under any employee benefit plan of the Company that haveaccrued and/or become vested prior to the date of this Agreement, (2) waiveyour rights under any employee benefit plan of the Company which are intended,under the terms and provisions of such plan, to survive your separation fromthe Company, (3) waive any right you may have to claim or receiveindemnification as an officer or director of the Company under any applicablestate laws, the Company’s Articles of Incorporation, or the Company’s By-Laws,or (4) waive any right you may have to claim or receive insurance coverage orbe defended under any directors and officers insurance coverage which appliesto directors and/or officers of the Company and which applies to you in yourcapacity as chief executive officer and as a current or former director of theCompany.**
     **8.     Representation. You represent and warrant that you have notfiled any complaint or charges against the Releasees in any court or with anyother local, state, or federal agency. You agree that you will not hereafterfile, or voluntarily participate in any charge, complaint, claim or lawsuitalleging a violation of law by Releasees based on anything that has occurred upto the present date. You further acknowledge that should any administrativecomplaint or charge be filed against the Releasees (or any of them) with anyfederal, state, or local agency, including for instance the Equal EmploymentOpportunity Commission or the Department of Labor, you**
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**will have no right to recover damages or obtain relief of any kind in any suchproceeding. Any claim asserted by you under the ADEA is expressly excludedfrom the provisions set forth in the preceding two sentences. This release isonly applicable for events occurring through the signing of this Agreement.You further agree that you will not voluntarily assist anyone else in assertingany claim against the Releasees (or any of them) although nothing containedherein shall prevent you from complying with any valid court order or subpoenaand providing truthful testimony in any matter if subpoenaed or ordered to doso.**
     **9.     Waiver. You acknowledge that you may have sustained or mayyet sustain damages, costs, or expenses that are presently unknown and thatrelate to claims between you and the Releasees. You expressly waive andrelinquish all rights and benefits which you may have under any state orfederal statute or common law principle that would otherwise limit the effectof this Agreement to Claims known or suspected prior to the date you sign thisAgreement, and do so understanding and acknowledging the significance andconsequence of such specific waiver. Thus, for the purpose of implementing afull and complete release and discharge of the Released Parties, you expresslyacknowledge that this Agreement is intended to include in its effect, withoutlimitation, all claims which you do not know or suspect to exist in your favorat the time of execution hereof, and that this Agreement contemplates theextinguishment of any such claim or claims. This release does not, however,waive claims arising from facts occurring after you sign this Agreement.**
     **10.     Confidential Information.**
                 **(a) Company Trade Secrets. During your employment with the Company andafter your employment ends, you will hold in strictest confidence and shall notuse, except for the benefit of the Company, any Trade Secrets of the Company,as that term is defined under applicable law.**
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                 **(b) Company Confidential Information. During your employment with theCompany (including the Employment Period) and for a period of two (2) yearsafter your Severance Date, you shall hold in strictest confidence and shall notuse, except for the benefit of the Company any Confidential Information of theCompany.**
                 **(c) Company Property. Upon termination of your employment with theCompany you shall return to the Company all records, documents and materialcontaining confidential information of the Company and/or any parent oraffiliated company prepared by you or coming into your possession by virtue ofyour employment with the Company, including all copies thereof.**
     **11.     Covenants Against Competition. For a period of two (2)years after you sign this Agreement (“Non-Competition Period”), you will notperform Services within the Territory for any Person providing or offeringgoods or services identical to or substantially similar to those provided oroffered by Company. In addition, you will provide the Company with priorwritten notice of your commencement of employment or any consultingrelationship for any vendor or supplier of the Company as of the Effective Dateof this Agreement.**
     **12.     Solicitation of Customers. You acknowledge that theCompany has developed a significant relationship with each Customer for thepurpose of offering goods and services for eyewear and eye care needs. Duringyour employment (including the Employment Period) and for a period of two (2)years after your Severance Date, you agree not to solicit Customers for anyPerson other than the Company for the purposes of offering any goods orservices from the Customer premises to retail customers, without the expressprior written permission of the Company.**
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     **13.     Solicitation of Employees. During your employment(including the Employment Period) and for a period of two (2) years after yourSeverance Date, you will not solicit or induce to leave employment with theCompany anyone who is an employee of the Company or was an employee of theCompany within one (1) year of your Severance Date.**
     **14.     Injunctive Relief. You acknowledge that breach of theprovisions of any of paragraphs 10, 11, 12 and 13 this Agreement would resultin irreparable injury and permanent damage to the Company, which prohibitionsor restrictions you acknowledge are both reasonable and necessary under thecircumstances, singularly and in the aggregate, to protect the interests of theCompany. You recognize and agree that the ascertainment of damages in theevent of a breach of the provisions of paragraphs 10-13 of this Agreement wouldbe difficult, and that money damages alone would be an inadequate remedy forthe injuries and damages which would be suffered by the Company from breach ofthis section by you.**
**You therefore agree: (i) that, in the event of a breach of the provisions ofparagraphs 10-13 of this Agreement, the Company, in addition to and withoutlimiting any of the remedies or rights which it may have at law or in equity orpursuant to this Agreement, shall have the right to injunctive relief or othersimilar remedy in order to specifically**
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**enforce the provisions hereof and (ii) that in the event you breach theprovisions of paragraphs 10-13 of this Agreement, the Company may immediatelyterminate your employment and all payments of compensation and benefits underthis Agreement shall immediately cease, unless otherwise prohibited by law.Nothing contained herein shall preclude the Company from seeking monetarydamages that are allowable by law.**
     **15.     Effective Date; Revocation.**
                 **(a) Consideration Period. Because the arrangements discussed in thisAgreement affect important rights and obligations, we advise you to consultwith an attorney before you agree to the terms set forth herein. You will haveat least twenty-one (21) days from the date you receive this Agreement withinwhich to consider it. If you decide to accept the benefits offered herein, youmust sign this Agreement on your Severance Date or by the later of (a) seven(7) days after your Severance Date or (b) the 21st day after you received thisAgreement. (Thus, in the event that you receive this Agreement less thantwenty-one (21) days before your Severance Date, you may nevertheless take afull twenty-one (21) days to consider it before signing it). After signing theAgreement, please return it promptly to the Company. If you do not wish toaccept the terms of this Agreement, you do not have to do anything. But, youremployment will nevertheless terminate on your Severance Date and you will betreated as if you had voluntarily terminated employment for purposes ofbenefits and other entitlements.**
                 **(b) Revocation Rights. For a period of up to and including seven (7)days after the date you sign this Agreement, you may revoke it entirely. Norights or obligations contained in this Agreement shall become enforceablebefore the end of the 7-day revocation period. If you decide to revoke theAgreement, you must deliver to the Company (Attention: Mitchell Goodman, Esq.,National Vision, Inc., 296 Grayson Highway, Lawrenceville, Georgia 30045) asigned notice of revocation on or before the last day of this 7-day period.**
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                 **(c) Effective Date. This Agreement shall become effective (the“Effective Date”) on the eighth day after the date you execute it below, unlessit is earlier revoked by you pursuant to the provisions set forth in the“Revocation Rights” section of this Agreement. If you resign or are terminatedby the Company for Cause prior to January 10, 2003 the Company may, at itsoption, revoke this Agreement by giving you oral or written notice ofrevocation. Upon exercise of the Company’s right of revocation, this Agreementshall be canceled and void, and neither you nor the Company shall have anyrights or obligations arising under it.**
     **16.     Severability. The provisions of this Agreement areseverable, and if any term of this Agreement is held to be illegal, invalid, orunenforceable by a court of competent jurisdiction, the remaining terms shallremain in full force and effect.**
     **17.     Successors and Assigns. This agreement shall inure to thebenefit of both the Company and James Krause and its successors and assigns andshall be binding upon you and your heirs, administrators, executors andpersonal representatives.**
     **18.     Governing Law. This Agreement is made and entered into inthe State of Georgia and shall be interpreted, enforced, and governed under thelaws of Georgia. The language of all parts of this Agreement shall in allcases be construed as a whole, according to its fair meaning, and not strictlyfor or against any of the parties.**
     **You affirm that the only consideration for executing this Agreement is thepromises expressly stated herein. You represent and acknowledge that inexecuting this Agreement, you do not and have not relied upon any promise,inducement, representation, or statement made by any of the Released Parties ortheir agents, representatives, or attorneys about the subject matter, meaning,or effect of this Agreement that is not stated in this document.**
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     **______________________________James Krause** **Date:** _______________________________**NATIONAL VISION, INC** **Date:** **December __, 2002** **By:___________________________    
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**Exhibit A**   **Alabama****