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                                                                    Exhibit 10.6


                              NATIONAL VISION, INC.

                            RESTATED STOCK OPTION AND
                              INCENTIVE AWARD PLAN


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                              NATIONAL VISION, INC.
                 RESTATED STOCK OPTION AND INCENTIVE AWARD PLAN

                                TABLE OF CONTENTS

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ARTICLE 1.       Establishment, Purpose, and Duration.........................................................       1
  1.1  Establishment of the Plan..............................................................................       1
  1.2  Purposes of the Plan...................................................................................       1
  1.3  Duration of the Plan...................................................................................       1
ARTICLE 2.       Definitions..................................................................................       1
ARTICLE 3.       Administration...............................................................................       5
  3.1  The Committee..........................................................................................       5
  3.2  Authority of the Committee.............................................................................       5
  3.3  Committee Decisions Binding............................................................................       5
ARTICLE 4.       Shares Subject to the Plan...................................................................       5
  4.1  Number of Shares.......................................................................................       5
  4.2  Lapsed Grants or Awards................................................................................       6
  4.3  Adjustments in Number of Plan Shares...................................................................       6
ARTICLE 5.       Eligibility and Participation................................................................       6
ARTICLE 6.       Stock Options................................................................................       7
  6.1  Grant of Options.......................................................................................       7
  6.2  Option Agreement.......................................................................................       7
  6.3  Option Price...........................................................................................       7
  6.4  Duration of Options....................................................................................       7
  6.5  Exercise of Options....................................................................................       8
  6.6  Payment................................................................................................       8
  6.7  Termination of Employment Due to Death, Disability or Retirement.......................................       8
  6.8  Termination of Employment for Other Reasons............................................................       9
  6.9  Nontransferability of Options..........................................................................       9
ARTICLE 7.       Stock Appreciation Rights....................................................................       9
  7.2  Award Agreement........................................................................................      10
  7.3  Exercise of SARs.......................................................................................      10
ARTICLE 8.       Stock Awards - Restricted and Unrestricted...................................................      11
  8.1  Award..................................................................................................      11
  8.2  Restricted Period; Lapse of Restrictions...............................................................      11
  8.3  Rights of Restricted Stock Holder; Limitations Thereon.................................................      11
  8.4  Delivery of Unrestricted Shares........................................................................      12
  8.5  Nonassignability of Restricted Stock...................................................................      12
ARTICLE 9.       Performance Shares...........................................................................      13
  9.1  Grant of Performance Shares............................................................................      13
  9.2  Value of Performance Shares............................................................................      13
  9.3  Earning of Performance Shares..........................................................................      13
  9.4  Form and Timing of Payment of Performance Shares.......................................................      14
  9.5  Termination of Employment Due to Death, Disability or
       Retirement or by the Company Without Cause.............................................................      14
  9.6  Termination of Employment for Other Reasons............................................................      14
</TABLE>

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<TABLE>
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  9.7  Nontransferability.....................................................................................      14
ARTICLE 10.      Beneficiary Designation......................................................................      15
ARTICLE 11.      Deferrals....................................................................................      15
ARTICLE 12.      Rights of Participants.......................................................................      15
 12.1  Employment.............................................................................................      15
 12.2  Participation..........................................................................................      15
ARTICLE 13.      Change in Control............................................................................      15
 13.1  Occurrence.............................................................................................      15
 13.2  Definition.............................................................................................      16
 13.3  Pooling of Interests Accounting........................................................................      17
ARTICLE 14.      Amendment, Modification and Termination......................................................      17
 14.1  Amendment, Modification and Termination................................................................      17
 14.2  Grants or Awards Previously Granted....................................................................      18
 14.3  Compliance With Code Section 162(m)....................................................................      18
ARTICLE 15.      Withholding..................................................................................      18
 15.1  Tax Withholding........................................................................................      18
 15.2  Share Withholding......................................................................................      18
ARTICLE 16.      Successors...................................................................................      18
ARTICLE 17.      Legal Construction...........................................................................      18
 17.1  Gender and Number......................................................................................      18
 17.2  Severability...........................................................................................      19
 17.3  Requirements of Law....................................................................................      19
 17.4  Regulatory Approvals and Listing.......................................................................      19
 17.5  Securities Law Compliance..............................................................................      19
 17.6  Governing Law..........................................................................................      19
 17.7  Disputes and Expenses..................................................................................      19
</TABLE>

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                              NATIONAL VISION, INC.
                 RESTATED STOCK OPTION AND INCENTIVE AWARD PLAN

ARTICLE 1. ESTABLISHMENT, PURPOSE, AND DURATION

         1.1      ESTABLISHMENT OF THE PLAN. National Vision, Inc., a Georgia
corporation (hereinafter referred to as the "Company"), hereby establishes a
stock option and incentive award plan known as the "National Vision, Inc.
Restated Stock Option and Incentive Award Plan" (the "Plan"), as set forth in
this document. The Plan permits the grant of Non-qualified Stock Options and
Incentive Stock Options, and the award of Stock Appreciation Rights, Stock
Awards (restricted or unrestricted), and Performance Shares.

         The Company's Board of Directors and shareholders established the Plan
effective February 27, 1996 (the "Effective Date"). The Plan was amended by that
certain First Amendment dated February 12, 1997, further amended by that certain
Second Amendment dated March 8, 1999, further amended by that certain Amendment
No. 3 dated October 25, 2001, and further adjusted by the Compensation Committee
pursuant to Section 4.3 of the Plan and set forth in the minutes of the meeting
of the Compensation Committee held on October 25, 2001. This May 2002
restatement of the Plan incorporates each of the above referenced amendments and
adjustment, but does not further amend the Plan. The Plan shall remain in effect
as provided in Section 1.3 below.

         1.2      PURPOSES OF THE PLAN. The purposes of the Plan are to promote
greater stock ownership in the Company by those employees who are principally
responsible for its future growth and continued success; to more closely link
the personal interests of Participants to those of the Company's shareholders;
and to provide flexibility to the Company in its ability to motivate, attract
and retain the services of Participants upon whose judgment, initiative and
special effort the continued success of the Company depends.

         1.3      DURATION OF THE PLAN. The Plan shall commence on the Effective
Date, and shall remain in effect, subject to the right of the Board to amend or
terminate the Plan at any time pursuant to Article 14, until the day prior to
the tenth (10th) anniversary of the Effective Date.

ARTICLE 2. DEFINITIONS

         Whenever used in the Plan the following terms shall have the meanings
set forth below and, when the meaning is intended, the initial letter of the
word is capitalized:

         (a)      "Award" means, individually or collectively, any award under
this Plan of Stock Appreciation Rights, Stock Awards, or Performance Shares.

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         (b)      "Award Agreement" or "Option Agreement" means an agreement
entered into by each Participant and the Company, setting forth as applicable,
the terms and provisions applicable to Awards or Grants made to Participants.

         (c)      "Beneficial Owner" or "Beneficial Ownership" shall have the
meaning ascribed to such term in Rule 13d-3 under the Exchange Act.

         (d)      "Board" means the Board of Directors of the Company.

         (e)      "Cause" means: (i) with respect to the Company or any
Subsidiary which employs the Participant or for which the Participant primarily
performs services, the commission by the Participant of an act of fraud,
embezzlement, theft or proven dishonesty, or any other illegal act or practice
(whether or not resulting in criminal prosecution or conviction), or any act or
practice which the Committee shall, in good faith, deem to have resulted in the
Participant's becoming unbondable under the Company's or the Subsidiary's
fidelity bond; (ii) the willful engaging by the Participant in misconduct which
is deemed by the Committee, in good faith, to be materially injurious to the
Company or any Subsidiary, monetarily or otherwise; or (iii) the willful and
continued failure or habitual neglect by the Participant to perform his duties
with the Company or the Subsidiary substantially in accordance with the
operating and personnel policies and procedures of the Company or the Subsidiary
generally applicable to all their employees. For purposes of this Plan, no act
or failure to act by the Participant shall be deemed to be "willful" unless done
or omitted to be done by the Participant not in good faith and without
reasonable belief that the Participant's action or omission was in the best
interest of the Company and/or the Subsidiary. Notwithstanding the foregoing, if
the Participant has entered into an employment agreement that is binding as of
the date of employment termination, and if such employment agreement defines
"Cause," then the definition of "Cause" in such agreement shall apply to the
Participant in this Plan. "Cause" under either (i), (ii) or (iii) shall be
determined by the Committee.

         (f)      "Code" means the Internal Revenue Code of 1986, as amended
from time to time.

         (g)      "Committee" means the committee appointed by the Board to
administer the Plan with respect to Grants or Awards, as specified in Article 3.

         (h)      "Common Stock" means the common stock of the Company.

         (i)      "Company" means National Vision, Inc., a Georgia corporation,
or any successor thereto, as provided in Article 16.

         (j)      "Director" means any individual who is a member of the Board.

         (k)      "Disability" shall have the meaning ascribed to such term in
the Company's long-term disability plan covering the Participant, or in the
absence of such plan, a meaning consistent with Section 22(e) (3) of the Code.

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         (l)      "Effective Date" shall have the meaning ascribed to such term
in Section 1.1.

         (m)      "Employee" means any full-time, salaried employee of the
Company, or of any Subsidiary.

         (n)      "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, or any successor act thereto.

         (o)      "Fair Market Value" shall be determined as follows:

                  (i)      If, on the relevant date, the Shares are traded on a
national or regional securities exchange or on the NASDAQ National Market System
and closing sale prices for the Shares are customarily quoted, on the basis of
the quoted closing sale price or, if there is no such sale on the relevant date,
then on the last previous day on which a sale was reported;

                  (ii)     If, on the relevant date, the Shares are not listed
on any securities exchange or traded on the NASDAQ National Market System, but
the Shares otherwise are publicly traded and reported by NASDAQ (but closing
sale prices for the Shares are not customary quoted), on the basis of the mean
between the closing bid and asked quotations in such other over-the-counter
market as reported by NASDAQ; but, if there are no bid and asked quotations in
the over-the-counter market as reported by NASDAQ on that date, then the mean
between the closing bid and asked quotations in the over-the-counter market as
reported by NASDAQ on the last previous day such bid and asked prices were
quoted; and

                  (iii)    If, on the relevant date, the Shares are not publicly
traded as described in (i) or (ii), on the basis of the good faith determination
of the Committee.

         (p)      "Grant" means, individually or collectively, any grant under
this Plan of Non-qualified Stock Options or Incentive Stock Options.

         (q)      "Incentive Stock Option" or "ISO" means an option to purchase
Shares granted under Article 6 which is designated by the Committee as an
Incentive Stock Option and is intended to meet the requirements of Section 422
of the Code.

         (r)      "Insider" shall mean an Employee who is, on the relevant date,
an officer or a director, or a ten percent (10%) beneficial owner of any class
of the Company's equity securities that is registered pursuant to Section 12 of
the Exchange Act, all as defined under Section 16 of the Exchange Act.

         (s)      "Named Executive Officer" means a Participant who, as of the
date of vesting and/or payout of an Award or Grant, is one of the group of
"covered employees,"

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as defined in the regulations promulgated under Code Section 162(m), or any
successor statute.

         (t)      "Non-qualified Stock Option" or "NQSO" means an option to
purchase Shares granted under Article 6, and which is not intended to meet the
requirements of Code Section 422.

         (u)      "Option" means an Incentive Stock Option or a Non-qualified
Stock Option.

         (v)      "Option Price" means the price, as determined by the
Committee, at which a Share may be purchased by a Participant pursuant to an
Option.

         (w)      "Participant" means an Employee who has an outstanding Grant
or Award made under the Plan.

         (x)      "Performance Share" means an Award granted to an Employee, as
described in Article 9 hereof.

         (y)      "Retirement" shall have the meaning ascribed to such term in
the pension plan for Employees, but if there is no such plan at the relevant
date, "Retirement" shall mean, with respect to an Employee, termination of
employment by the Employee on or after (i) age 65 or (ii) age 55 after
completion of at least 10 years of service with the Company.

         (z)      "Restricted Stock" means restricted Shares awarded in
accordance with the terms of Article 8 and the other provisions of the Plan.

         (aa)     "SAR Award Value" means, as applied to an SAR granted
independent of an Option, such amount which may be greater than 100% but not
less than 100% of the Fair Market Value of a Share on the date the SAR is
granted, as shall be fixed by the Committee.

         (ab)     "Shares" means shares of Common Stock.

         (ac)     "Stock Award" means Shares (whether restricted or
unrestricted) awarded under the provisions of Article 8 of the Plan.

         (ad)     "Stock Appreciation Right" or "SAR" means an Award of the
right to receive an amount based upon an increase in the Fair Market Value of
the Shares, as described in Article 7 hereof.

         (ae)     "Subsidiary" means any corporation, partnership, joint venture
or other entity in which the Company has a majority voting interest, either
direct or indirect. With respect to a Participant, the term shall refer to the
Subsidiary for which the Participant primarily performs services.

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         (af)     "Threatened Change in Control" means any pending tender offer
for the outstanding Shares, or any pending bona fide offer to acquire the
Company by merger or consolidation, or any other pending action or plan to
effect a Change in Control (as defined in Section 13.2) of the Company.

ARTICLE 3. ADMINISTRATION

         3.1      THE COMMITTEE. The Plan shall be administered by the
Compensation Committee of the Board, or by any substitute Committee appointed by
the Board that is granted authority to administer the Plan, said Committee or
substitute Committee consisting of two (2) or more Directors. At least a
majority of the members of the Committee must meet the "non-employee director"
requirements of Rule 16b-3 under the Exchange Act and the "outside director"
requirements of Code Section 162(m). Qualified members of the Committee shall be
appointed from time to time by, and shall serve at the discretion of, the Board.

         3.2      AUTHORITY OF THE COMMITTEE. Subject to the provisions of the
Plan, the Committee shall have full and exclusive power to select Employees who
shall participate in the Plan (who may change from year to year); determine the
size and types of Awards or Grants; determine the terms and conditions of Awards
or Grants in a manner consistent with the Plan (including vesting provisions and
the duration of the Awards or Grants); construe and interpret the Plan and any
agreement or instrument entered into under the Plan; establish, amend or waive
rules and regulations for the Plan's administration; and (subject to the
provisions of Article 14) amend the terms and conditions of any outstanding
Award or Grant to the extent such terms and conditions are within the discretion
of the Committee as provided in the Plan. Further, the Committee shall make all
other determinations which may be necessary or advisable in the Committee's
opinion for the administration of the Plan. The Committee shall also have the
authority to establish and delegate any of its responsibilities to one or more
subcommittees.

         3.3      COMMITTEE DECISIONS BINDING. All determinations and decisions
made by the Committee pursuant to Section 3.2 above shall be final, conclusive
and binding on the Company and the Participants, their estates and
beneficiaries.

ARTICLE 4. SHARES SUBJECT TO THE PLAN

         4.1      NUMBER OF SHARES. Subject to adjustment as provided in Section
4.3, the gross number of Shares available for Awards or Grants shall be seven
hundred twenty thousand (720,000) Shares. These Shares may, in the discretion of
the Company, be either authorized but unissued Shares or Shares purchased by the
Company on the open market.

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         The following rules shall apply for purposes of the determination of
the number of Shares available for Grant or Award:

         (a)      The number of Shares underlying any outstanding Stock Option,
SAR, or Stock Award shall be counted against the gross number of Shares
authorized to be issued under the Plan regardless of its vested status.

         (b)      The Committee shall determine the appropriate number of Shares
to deduct against the gross number of Shares available hereunder in connection
with the award of Performance Shares.

         4.2      LAPSED GRANTS OR AWARDS. If any Award or Grant is canceled,
terminates, expires or lapses for any reason, any Shares subject to such Award
or Grant shall again be available for issuance under the Plan.

         4.3      ADJUSTMENTS IN NUMBER OF PLAN SHARES. In the event of any
change in corporate capitalization (such as a stock split or a corporate
transaction, such as any merger, consolidation, separation, including a
spin-off, or other distribution of stock or property of the Company, any
reorganization [whether or not such reorganization comes within the definition
of such term in Code Section 368] or any partial or complete liquidation of the
Company) and to prevent dilution or enlargement of rights under this Plan, an
adjustment, as the Committee shall in its sole discretion determine to be
appropriate and equitable, shall be made in the number and class of Shares which
may be delivered under the Plan and in the number and class of and/or price of
Shares subject to outstanding Awards or Grants; provided, however, that the
number of Plan Shares subject to any Award or Grant shall always be a whole
number and the Committee shall make such adjustments as are necessary to insure
Awards or Grants of whole Shares.

ARTICLE 5. ELIGIBILITY AND PARTICIPATION

         Any key Employee of the Company, or of any Subsidiary, whose judgment,
initiative and efforts contribute or may be expected to contribute materially to
the successful performance of the Company and its Subsidiaries shall be eligible
to receive an Award or Grant. In determining the Employees to whom such an Award
or Grant will be made, the Committee shall take into account the duties and
responsibilities of the respective Employees, their present and potential
contributions to the success of the Company and its Subsidiaries, and such other
factors as the Committee shall deem relevant in connection with accomplishing
the purposes of the Plan.

         No person who is a member of the Committee shall be eligible to receive
an Award or Grant while so serving. Any person who is a Director, but who is not
an Employee, shall not be eligible to receive an Award or Grant.

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ARTICLE 6. STOCK OPTIONS

         6.1      GRANT OF OPTIONS. Subject to the terms and provisions of the
Plan, Options may be granted to Employees from time to time, as determined by
the Committee. The Committee shall have sole discretion in determining the
number of Shares underlying each Option granted to a Participant; provided,
however, that in the case of any ISO granted under the Plan, the aggregate Fair
Market Value (determined at the time such Option is granted) of the Shares as to
which ISOs are exercisable for the first time by the Participant during any
calendar year (under the Plan and all other incentive stock option plans of the
Company and any Subsidiary) shall not exceed $100,000.

         The Committee may grant a Participant ISOs, NQSOs or a combination
thereof, and may vary such Grants among Participants. In no event, however,
shall any Employee who owns (within the meaning of Section 424(d) of the Code),
at the time he would otherwise be granted an Option, stock of the Company
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company be eligible to receive an Incentive Stock Option
hereunder.

         The maximum number of Shares subject to Options which can be granted
under the Plan during any calendar year to any Employee shall be one hundred
sixty-five thousand six hundred (165,600) Shares; provided, however, that the
maximum number of Option Shares available for grant to any Employee during any
calendar shall be correspondingly reduced by the number of Shares underlying any
SAR awarded under Article 7 hereof to the Employee during the same period.

         6.2      OPTION AGREEMENT. Each Option granted under the Plan shall be
evidenced by an Option Agreement that shall specify the Option Price, the
duration of the Option, the number of Shares to which the Option pertains and
such other provisions as the Committee shall determine. The Option Agreement
shall further specify whether the Option is intended to be an ISO within the
meaning of Code Section 422, or an NQSO, which is not intended to fall under the
provisions of Code Section 422.

         6.3      OPTION PRICE. The Option Price for each ISO granted under this
Article 6 shall be not less than the Fair Market Value of a Share on the date
the ISO is granted. The Option Price of each Share underlying a NQSO shall be
established by the Committee, but in no event shall such price be less than
eighty-five percent (85%) of the Fair Market Value (or such higher percentage of
Fair Market Value as may be established by Internal Revenue Service rules or
regulations as the limit for granting discounted stock options without causing
immediate tax consequences to the Participant) of a Share on the date the Option
is granted.

         6.4      DURATION OF OPTIONS. Each Option shall expire at such time as
the Committee shall determine at the time of grant; provided, however, that no
Options shall be exercisable later than the tenth (10th) anniversary of its
grant.

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         6.5      EXERCISE OF OPTIONS. Options shall be subject to such vesting
schedules and exercise periods, and other restrictions and conditions, as the
Committee shall in each instance approve, which need not be the same for each
Grant or for each Participant. Except as the Committee may otherwise provide,
Options granted under this Plan shall not generally be exercisable prior to six
(6) months following the date of grant.

         6.6      PAYMENT. Options shall be exercised by the delivery of a
written notice of exercise to the Company, setting forth the number of Shares
with respect to which the Option is to be exercised, accompanied by full payment
for the Shares. The Option Price upon exercise of any Option shall be payable to
the Company in full either: (a) in cash, or (b) by tendering previously acquired
Shares (or by attestation of ownership of such Shares) having an aggregate Fair
Market Value at the time of exercise equal to the total Option Price (provided
that the Shares which are tendered must have been held by the Participant for
the period required by the Committee, in its sole discretion), or (c) by a
combination of (a) and (b). The Committee also may allow cashless exercises,
subject to applicable securities law restrictions, or by any other means which
the Committee determines to be consistent with the Plan's purpose and applicable
law.

         As soon as practicable after receipt of a written notification of
exercise and full payment, the Company shall deliver to the Participant, in the
Participant's name, Share certificates in an appropriate amount based upon the
number of Shares purchased under the Option(s).

         6.7      TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY OR
RETIREMENT. Unless otherwise provided by the Committee in the Option Agreement,
the following rules shall apply in the event of the Participant's termination of
employment due to death, Disability or Retirement:

         (a)      Termination by Death. In the event the Participant dies while
actively employed, all outstanding unvested Options granted to that Participant
shall immediately vest, and thereafter all vested Options shall remain
exercisable at any time prior to their expiration date, or for one (1) year
after the date of death, whichever period is shorter, by (i) such person(s) as
shall have been named as the Participant's beneficiary, (ii) such person(s) that
have acquired the Participant's rights under such Options by will or by the laws
of descent and distribution, or (iii) the Participant's estate or representative
of the Participant's estate.

         (b)      Termination by Disability. In the event the employment of the
Participant is terminated by reason of Disability, all outstanding unvested
Options granted to the Participant shall immediately vest as of the date the
Committee determines the definition of Disability to have been satisfied, and
thereafter all vested Options shall remain exercisable at any time prior to
their expiration date, or for one (1) year after the date that the Committee
determines the definition of Disability to have been satisfied, whichever period
is shorter.

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         (c)      Termination by Retirement. In the event the employment of the
Participant is terminated by reason of Retirement, the Participant shall be
entitled to prorata vesting of all outstanding unvested Options. The prorata
vesting shall be determined by the Committee, in its sole discretion, and shall
be based upon the length of time that the Participant held the unvested Options
relative to the vesting period for each Grant of outstanding unvested Options.
Upon retirement, vested Options shall remain exercisable at any time prior to
their expiration date, or for six (6) months after the effective date of
Retirement, whichever period is shorter.

         6.8      TERMINATION OF EMPLOYMENT FOR OTHER REASONS. If the employment
of a Participant shall terminate for any reason other than the reasons set forth
in Section 6.7, and subject to the provisions of Article 13 herein, all Options
held by the Participant which are not vested as of the effective date of his
employment termination shall be immediately forfeited to the Company. However,
the Committee, in its sole discretion, shall have the right to immediately vest
all or any portion of such Options, subject to such terms as the Committee, in
its sole discretion, deems appropriate; provided, however, that the foregoing
discretion shall not be applicable with regard to Grants to Named Executive
Officers except to the extent permitted under Code Section 162(m).

         If a Participant's employment is terminated by the Company or
Subsidiary for Cause, or if such Participant voluntarily terminates his
employment (other than a voluntary termination following a Change in Control),
the Participant's right to exercise any then vested outstanding Options shall
terminate immediately upon termination of employment. If the Participant's
employment is terminated by the Company or Subsidiary without Cause, or if the
Participant voluntarily terminates his employment after a Change in Control, any
Options vested as of his date of termination shall remain exercisable at any
time prior to their expiration date or for six (6) months after his date of
termination of employment, whichever period is shorter.

         6.9      NONTRANSFERABILITY OF OPTIONS. Unless the Committee provides
otherwise in the Option Agreement, no Option may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution, and any attempt to sell, transfer, pledge,
assign or otherwise alienate or hypothecate an Option shall be null and void and
of no force or effect, and all Options granted to a Participant shall be
exercisable during his or her lifetime only by such Participant.

ARTICLE 7. STOCK APPRECIATION RIGHTS

         7.1      Grant of SAR. Stock Appreciation Rights may be awarded in
conjunction with, or in addition to, any Options granted under the Plan, or may
be awarded under the Plan independent of any Option. Nothing shall preclude the
award on the same day an Option is granted (with or without related SARs) of
SARs independent of an Option. SARs granted in conjunction with, or in addition
to, an Option may be granted either at the time of the Grant of the Option or
any time thereafter during the term of the Option.

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SARs awarded in conjunction with an Option shall entitle the holder of the
related Option, upon exercise, in whole or in part, of the SARS, to surrender
the Option, or any portion thereof, to the extent unexercised, and to receive a
number of Shares determined pursuant to Section 7.3 below. Such Option shall, to
the extent so surrendered, cease to be exercisable.

         The maximum number of Shares underlying SARs which can be awarded under
the Plan during any calendar year to any Employee shall be one hundred
sixty-five thousand six hundred (165,600) Shares; provided, however, that the
maximum number of Shares available for award to any Employee during any calendar
year shall be correspondingly reduced by the number of Shares subject to Options
granted to the Participant during the same period.

         7.2      AWARD AGREEMENT. SARs shall be subject to such terms and
conditions not inconsistent with the Plan as shall from time to time be approved
by the Committee and to the following:

         (a)      SARs granted in conjunction with an Option shall be
exercisable at such time or times and to the extent, but only to the extent,
that the Option to which they relate shall be exercisable.

         (b)      SARs not granted in conjunction with an Option shall be
exercisable at such time or times as may be determined by the Committee at the
time of grant, but shall be subject to the same restrictions and other rules as
to duration, transferability, and exercisability that are set out for Options in
Article 6 above.

         7.3      EXERCISE OF SARS. (a) Upon exercise of SARS, the holder
thereof shall be entitled to receive a number of Shares which have an aggregate
Fair Market Value on the date of exercise equal to the amount by which the Fair
Market Value per share of one Share on the date of such exercise shall exceed
(i) in the case of SARs granted in conjunction with an Option or in addition to
an Option, the Option Price per Share of the related Option, or (ii) in the case
of SARs unrelated to an Option, its SAR Award Value, in each case multiplied by
the number of Shares in respect of which the SARs shall have been exercised.

         (b)      All or any part of the obligation arising out of an exercise
of SARS, whether or not such SARs are granted in conjunction with an Option, may
in the sole discretion of the Committee (and consistent with the requirements of
Rule 16b-3 of the Exchange Act) be settled by the payment of cash equal to the
aggregate Fair Market Value of the Shares that would otherwise have been
delivered under subsection (a) above.

         (c)      To the extent that SARs granted in conjunction with an Option
shall be exercisable and regardless of whether the obligation upon such exercise
shall be discharged by the delivery of Shares or the payment of cash, the Option
in connection with which such SAR shall have been granted shall be deemed to
have been exercised for the purpose of the maximum share limitation set forth in
the Plan.

                                       10
<PAGE>

         (d)      To the extent that SARs granted in addition to, or independent
of, an Option shall be exercised and regardless of whether the obligation upon
such exercise shall be discharged by the delivery of Shares or the payment of
cash, the number of Shares in respect of which the SARs shall have been
exercised shall be charged against the maximum share limitation set forth in the
Plan.

ARTICLE 8. STOCK AWARDS - RESTRICTED AND UNRESTRICTED

         8.1      AWARD. The Committee may from time to time in its discretion
make Stock Awards to Participants and may determine the number of Shares to be
awarded. The Committee shall determine the terms and conditions of, and the
amount of payment, if any, to be made by the Participant for such Stock Award.
An Award of Restricted Stock may require the Participant to pay for such Shares
of Restricted Stock, but the Committee may establish a price below Fair Market
Value at which the Participant can purchase the Shares of Restricted Stock. Each
Award of Restricted Stock will be evidenced by an Award Agreement containing
terms and conditions not inconsistent with the Plan as the Committee shall
determine to be appropriate in its sole discretion.

         The maximum number of Shares that may be awarded under a Stock Award
(whether restricted or unrestricted) to any Employee during any calendar year
shall be one hundred sixty-five thousand six hundred (165,600) Shares.

         8.2      RESTRICTED PERIOD; LAPSE OF RESTRICTIONS. At the time an Award
of Restricted Stock is made, the Committee shall establish a period or periods
of time (the "Restricted Period") applicable to such Award which, unless the
Committee otherwise provides, shall not be less than six (6) months. Subject to
the other provisions of this Article 8, at the end of the Restricted Period all
restrictions shall lapse and the Restricted Stock shall vest in the Participant.
At the time an Award is made, the Committee may, in its discretion, prescribe
conditions for the incremental lapse of restrictions during the Restricted
Period and for the lapse or termination of restrictions upon the occurrence of
other conditions in addition to or other than the expiration of the Restricted
Period with respect to all or any portion of the Restricted Stock. Such
conditions may, but need not, include without limitation:

         (a)      The death, Disability or Retirement of the Employee to whom
Restricted Stock is awarded, or

         (b)      The occurrence of a Change in Control or Threatened Change in
Control. The Committee may also, in its discretion, shorten or terminate the
Restricted Period, or waive any conditions for the lapse or termination of
restrictions with respect to all or any portion of the Restricted Stock at any
time after the date the Award is made.

         8.3      RIGHTS OF RESTRICTED STOCK HOLDER; LIMITATIONS THEREON. Upon
an Award of Restricted Stock, a stock certificate (or certificates) representing
the number of

                                       11
<PAGE>

Shares of Restricted Stock granted to the Participant shall be registered in the
Participant's name and shall be held in custody by the Company or a bank
selected by the Committee for the Participant's account. Following such
registration, the Participant shall have the rights and privileges of a
shareholder as to such Restricted Stock, including the right to receive
dividends and to vote such Restricted Stock, provided that, the right to receive
cash dividends shall be the right to receive such dividends either in cash
currently or by payment in Restricted Stock, as the Committee shall determine,
and provided further that the following restrictions shall apply:

         (a)      The Participant shall not be entitled to delivery of a
certificate until the expiration or termination of the Restricted Period for the
Shares represented by such certificate and the satisfaction of any and all other
conditions prescribed by the Committee;

         (b)      None of the Shares of Restricted Stock may be sold,
transferred, assigned, pledged, or otherwise encumbered or disposed of during
the Restricted Period and until the satisfaction of any and all other conditions
prescribed by the Committee; and

         (c)      All of the Shares of Restricted Stock that have not vested
shall be forfeited and all rights of the Participant to such Shares of
Restricted Stock shall terminate without further obligation on the part of the
Company, unless the Participant has remained an Employee, until the expiration
or termination of the Restricted Period and the satisfaction of any and all
other conditions prescribed by the Committee applicable to such Shares of
Restricted Stock. Upon the forfeiture of any Shares of Restricted Stock, such
forfeited Shares shall be transferred to the Company without further action by
the Participant.

         With respect to any Shares received as a result of adjustments under
Section 4.3 hereof and any Shares received with respect to cash dividends
declared on Restricted Stock, the Participant shall have the same rights and
privileges, and be subject to the same restrictions, as are set forth in this
Article 8.

         8.4      DELIVERY OF UNRESTRICTED SHARES. Upon the expiration or
termination of the Restricted Period for any Shares of Restricted Stock and the
satisfaction of any and all other conditions prescribed by the Committee, the
restrictions applicable to such Shares of Restricted Stock shall lapse and a
stock certificate for the number of Shares of Restricted Stock with respect to
which the restrictions have lapsed shall be delivered, free of all such
restrictions except any that may be imposed by law, to the holder of the
Restricted Stock. The Company shall not be required to deliver any fractional
Share but will pay, in lieu thereof, the Fair Market Value (determined as of the
date the restrictions lapse) of such fractional share to the holder thereof.
Prior to or concurrently with the delivery of a certificate for Restricted
Stock, the holder shall be required to pay an amount necessary to satisfy any
applicable federal, state and local tax requirements as set out in Article 15
below.

         8.5      NONASSIGNABILITY OF RESTRICTED STOCK. Unless the Committee
provides otherwise in the Award Agreement, no Award of, nor any right or
interest of a Participant

                                       12
<PAGE>

in or to any Restricted Stock, or in any instrument evidencing any Award of
Restricted Stock, may be assigned, encumbered or transferred except, in the
event of the death of a Participant, by will or the laws of descent and
distribution.

ARTICLE 9. PERFORMANCE SHARES

         9.1      GRANT OF PERFORMANCE SHARES. Subject to the terms of the Plan,
Performance Shares may be granted to Participants from time to time for no
payment. The Committee shall have complete discretion in determining the number
of Performance Shares granted to each Participant; provided, however, that
(subject to the terms of Article 14 hereof) no Employee may earn more that one
hundred sixty-five thousand six hundred (165,600) Performance Shares with
respect to any performance period.

         9.2      VALUE OF PERFORMANCE SHARES. Each Performance Share shall have
a value equal to or greater than the Fair Market Value of a Share on the date
the Performance Share is earned. The Committee shall set performance goals in
its discretion which, depending on the extent to which they are met, will
determine the number of Performance Shares that will be earned by the
Participants. The time period during which the performance goals must be met
shall be called a "performance period." Performance periods shall, in all cases,
equal or exceed one (1) year in length. The performance goals shall be
established at the beginning of the performance period (or within such time
period as is permitted by Code Section 162(m) and the regulations thereunder).

         The Committee will select one or more of the following performance
measures for purposes of Awards to Named Executive Officers: total shareholder
return, average return on assets, average return on equity, average growth in
assets, increase in operating earnings per share, increase in book value per
Share, and ratio of operating revenue to operating overhead. The Committee, in
its sole discretion, may assign the relative weights to be given to each
performance measure selected by it. For Participants other than Named Executive
Officers, the Committee may, in its sole discretion, select such performance
measures (from among those described above or other) as it may deem appropriate,
and may assign the relative weights to be given to each performance measure
selected by it. The Committee may, in its sole discretion, reserve the right to
exclude the effect of extraordinary and non-recurring items from calculations
involving any performance measure.

         In the event that applicable tax and/or securities laws (including, but
not limited to, Code Section 162(m) and Section 16 of the Exchange Act) change
to permit Committee discretion to alter the governing performance measures
without obtaining shareholder approval of such changes, the Committee shall have
sole discretion to make such changes without obtaining shareholder approval.

         9.3      EARNING OF PERFORMANCE SHARES. After the applicable
performance period has ended, the Committee shall certify the extent to which
the established

                                       13
<PAGE>

performance goals have been achieved. The Committee may increase or decrease the
amount of any Performance Share payment otherwise payable to a Participant under
this Article 9 if, in the Committee's view, the Company's financial performance
during the relevant performance period justifies such adjustment, whether or not
any one or more of the established performance goals has been achieved;
provided, however, that the Committee shall have no discretion to increase the
amount of any Performance Share otherwise payable to a Named Executive Officer
under this Article 9.

         9.4      FORM AND TIMING OF PAYMENT OF PERFORMANCE SHARES. Except as
otherwise provided in Article 13 hereof, payment of earned Performance Shares
shall be made in a single lump sum as soon as practicable after the end of the
performance period to which the Award relates. The Committee, in its sole
discretion, may pay earned Performance Shares in the form of cash or in Shares
(or in a combination thereof) which have, as of the last day of the performance
period, an aggregate value equal to the Fair Market Value of the earned
Performance Shares.

         9.5      TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY OR
RETIREMENT OR BY THE COMPANY WITHOUT CAUSE. Unless the Award Agreement provides
otherwise, in the event the employment of a Participant is terminated by reason
of death, Disability or Retirement or by the Company without Cause during a
performance period, the Participant shall be entitled to a prorated payout with
respect to the unearned Performance Shares. The prorated payout shall be
determined by the Committee, in its sole discretion, and shall be based upon the
length of time that the Participant held the unearned Performance Shares during
the performance period relative to the performance period, and shall be the
greater of the target award prorated for the applicable time period, or the
payout earned on the basis of actual performance, measured by the achievement of
the established performance goals prorated to the time of his termination due to
death, Disability or Retirement or by the Company without Cause.

         Payment of earned Performance Shares to Participants whose termination
is due to Retirement or by the Company without Cause shall be made at the same
time payments are made to Participants who did not terminate employment during
the applicable performance period. Payment of earned Performance Shares to
Participants whose termination is due to death or Disability shall be made as
soon as practicable after the Participant's termination.

         9.6      TERMINATION OF EMPLOYMENT FOR OTHER REASONS. Except as
provided in Article 13 and in the Award Agreement, in the event that a
Participant's employment terminates during a performance period for any reason
other than those reasons set forth in Section 9.5 hereof, all unearned
Performance Shares shall be forfeited by the Participant to the Company.

         9.7      NONTRANSFERABILITY. Performance Shares may not be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution. Further, a
Participant's Performance Share rights under

                                       14
<PAGE>

the Plan shall be exercisable during the Participant's lifetime only by the
Participant or the Participant's legal representative.

ARTICLE 10. BENEFICIARY DESIGNATION

         Each Participant may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively) to whom any
benefit under the Plan is to be paid in case of his death before he receives any
or all of such benefit. Each such designation shall revoke all prior
designations by the same Participant, shall be in a form prescribed by the
Company and shall be effective only when filed by the Participant in writing,
with the Company during the Participant's lifetime. In the absence of any such
designation, benefits remaining unpaid at the Participant's death shall be paid
to the Participant's estate.

ARTICLE 11. DEFERRALS

         The Committee may permit a Participant to defer to another plan or
program such Participant's receipt of Shares or cash that would otherwise be due
to such Participant by virtue of the exercise of an Option or SAR, the vesting
of Restricted Stock or the earning of Performance Shares. If any such deferral
election is required or permitted, the Committee shall, in its sole discretion,
establish rules and procedures for such payment deferrals.

ARTICLE 12. RIGHTS OF PARTICIPANTS

         12.1     EMPLOYMENT. Nothing in the Plan shall interfere with or limit
in any way the right of the Company or a Subsidiary to terminate any
Participant's employment at any time, nor confer upon any Participant any right
to continue in the employ of the Company or a Subsidiary. For purpose of the
Plan, transfer of employment of a Participant between the Company and any one of
its Subsidiaries (or between Subsidiaries) shall not be deemed a termination of
employment.

         12.2     PARTICIPATION. No Employee shall have the right to be selected
to receive an Award or Grant, or, having been so selected, to be selected to
receive a future Award or Grant.

ARTICLE 13. CHANGE IN CONTROL

         13.1     OCCURRENCE. Upon the occurrence of a Change in Control, or
upon the termination of a Participant by the Company or a Subsidiary other than
for Cause as a result of a Threatened Change in Control, and except as provided
in the Award

                                       15
<PAGE>

Agreement, Option Agreement or Section 13.3, or as prohibited by the terms of
Article 17 hereof:

         (a)      All outstanding, unvested Options and SARs granted or awarded
to Participants hereunder (or, in the case of the termination of a Participant
by the Company or a Subsidiary other than for Cause as a result of a Threatened
Change in Control, to the terminated Participant) shall become fully vested and
immediately exercisable;

         (b)      To the extent provided by the Committee in the Award
Agreement, the earning of unearned Performance Shares will be based upon the
target award levels or the actual performance compared with goals prorated to
the date of the Change in Control or to the date of the Participant's
termination by the Company or Subsidiary other than for Cause as a result of a
Threatened Change in Control, whichever provides the greater amount. Unearned
Performance Shares outstanding at the time of a Change in Control or at the time
of a Participant's termination by the Company or Subsidiary other than for Cause
as a result of a Threatened Change in Control will be fully vested (subject to
the employment requirements in the next sentence) and will be payable in Common
Stock or cash, or a combination thereof as determined by the Committee. The
Participant will be entitled to payment of vested Performance Shares for a
performance period only if (i) he remains employed by the Company or Subsidiary
(or their respective successors) until the date that would have been the last
day of the performance period, at which time the payment of the Performance
Shares shall be made, or (ii) prior to the end of the performance period, (x)
his employment is terminated by the Company or Subsidiary without Cause, (y) he
terminates employment for a reason other than Cause or (z) he retires (whether
early, nominal or late) under the Retirement Plan, dies or becomes Disabled. In
any of these cases, payment of vested Performance Shares shall be made as soon
as possible after the Participant ceases active employment.

         (c)      Unless otherwise provided in the Award Agreement, all
restrictions on an Award of Restricted Stock shall lapse and such Restricted
Stock shall be delivered to the Participant in accordance with Section 8.4; and

         (d)      Subject to Article 14 hereof, the Committee shall have the
authority to make any modifications to the Awards or Grants as determined by the
Committee to be appropriate before the effective date of the Change in Control
or the date of the Participant's termination by the Company or Subsidiary other
than for Cause as a result of a Threatened Change in Control.

         13.2     DEFINITION. For purposes of the Plan, a "Change in Control"
shall be deemed to have occurred if:

         (a)      the Company consolidates or merges with or into another
corporation, or is otherwise reorganized, if the Company is not the surviving
corporation in such transaction or if after such transaction any other
corporation, association or other person, entity or group or the shareholders
thereof own, direct and/or indirectly, more than 50%

                                       16
<PAGE>

of the then outstanding shares of Common Stock or more than 50% of the assets of
the Company; or

         (b)      more than 35% of the then outstanding shares of Common Stock
are, in a single transaction or in a series of related transactions, sold or
otherwise transferred to or are acquired by any other corporation, association
or other person, entity or group, whether or not any such shareholder or any
shareholders included in such group were shareholders of the Company prior to
the Change in Control; or

         (c)      all or substantially all of the assets of the Company are sold
or otherwise transferred to or otherwise acquired by any other corporation,
association or other person, entity or group; or

         (d)      the occurrence of any other event or circumstance which is not
covered by (a) through (c) above which the Committee determines affects control
of the Company and constitutes a Change in Control for purpose of the Plan.

         13.3     POOLING OF INTERESTS ACCOUNTING. No Award or Grant shall have
a scheduled vesting date which is earlier than the date two years following the
Effective Date. During the two-year period commencing on the Effective Date, the
acceleration of vesting provided for in Section 13.1 shall not apply in a
transaction involving a Change in Control if both of the following circumstances
exist:

         (a)      The provisions contained in Section 13.1 create conditions
which would preclude the use of pooling of interests accounting, and

         (b)      The completion of the transaction is subject to the use of
pooling of interests accounting.

ARTICLE 14. AMENDMENT, MODIFICATION AND TERMINATION

         14.1     AMENDMENT, MODIFICATION AND TERMINATION. The Board may, at any
time and from time to time, alter, amend, suspend or terminate the Plan in whole
or in part; provided, that, unless approved by the holders of a majority of the
total number of Shares represented and entitled to vote at a meeting at which a
quorum is present, no amendment shall be made to the Plan if such amendment
would (a) materially modify the eligibility requirements provided in Article 5;
(b) increase the total number of Shares (except as provided in Section 4.3)
which may be granted or awarded under the Plan, as provided in Section 4.1; (c)
extend the term of the Plan; or (d) amend the Plan in any other manner which the
Board, in its discretion, determines should become effective only if approved by
the shareholders even though such shareholder approval is not expressly required
by the Plan or by law. No amendment which requires shareholder approval in order
for the Plan to continue to comply with Rule 16b-3 under the Exchange Act,
including any successor to such Rule, shall be effective unless such amendment
shall be approved by the requisite vote of shareholders.

                                       17
<PAGE>

         14.2     GRANTS OR AWARDS PREVIOUSLY GRANTED. No termination, amendment
or modification of the Plan shall adversely affect in any material way any Award
or Grant previously made under the Plan, without the written consent of the
Participant holding such Award or Grant. The Committee shall, with the written
consent of the Participant holding such Award or Grant, have the authority to
cancel Awards or Grants outstanding and grant replacement Awards or Grants
therefor.

         14.3     COMPLIANCE WITH CODE SECTION 162(m). It is the intent of the
Board that all Awards or Grants shall comply with the requirements of Code
Section 162(m). In the event changes are made to Code Section 162(m) to permit
greater flexibility with respect to any Award or Grant, the Committee may,
subject to this Article 14, make any adjustments it deems appropriate in such
Award or Grant.

ARTICLE 15. WITHHOLDING

         15.1     TAX WITHHOLDING. The Company shall have the power and the
right to deduct or withhold, or require a Participant to remit to the Company,
an amount sufficient to satisfy federal, state and local taxes (including the
Participant's FICA obligation) required by law to be withheld with respect to
any taxable event arising in connection with an Award or Grant.

         15.2     SHARE WITHHOLDING. With respect to withholding required upon
the exercise of Options, or upon any other taxable event arising as a result of
Awards or Grants which are to be paid in the form of Shares, Participants may
request, subject to the approval of the Committee, to satisfy the withholding
requirement, in whole or in part, by having the Company withhold Shares having a
Fair Market Value on the date the tax is to be determined equal to the minimum
statutory total tax which could be imposed on the transaction. All such requests
shall be irrevocable, made in writing, and signed by the Participant, and
requests by Insiders shall additionally comply with all legal requirements
applicable to Share transactions by such Participants.

ARTICLE 16. SUCCESSORS

         All obligations of the Company under the Plan, with respect to Awards
or Grants, shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation or otherwise, of all or substantially all of the business
and/or assets of the Company.

ARTICLE 17. LEGAL CONSTRUCTION

         17.1     GENDER AND NUMBER. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.

                                       18
<PAGE>

         17.2     SEVERABILITY. In the event any provision of the Plan shall be
held illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.

         17.3     REQUIREMENTS OF LAW. The making of Awards or Grants and the
issuance of Shares under the Plan shall be subject to all applicable laws, rules
and regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

         17.4     REGULATORY APPROVALS AND LISTING. The Company shall not be
required to issue any certificate or certificates for Shares under the Plan
prior to (i) obtaining any approval from any governmental agency which the
Company shall, in its discretion, determine to be necessary or advisable, (ii)
the admission of such shares to listing on any national securities exchange on
which the Shares may be listed, and (iii) the completion of any registration or
other qualification of the Shares under any state or federal law or ruling or
regulations of any governmental body which the Company shall, in its sole
discretion, determine to be necessary or advisable.

         Notwithstanding any other provision set forth in the Plan, any
"derivative security" or "equity security" offered pursuant to the Plan to any
Insider may not, if required by the then-current Section 16 of the Exchange Act,
be sold or transferred for at least six (6) months after the date of grant of
such Award. The terms "equity security" and "derivative security" shall have the
meanings ascribed to them in the then-current Rule 16(a) under the Exchange Act.

         The Committee may impose such restrictions on any Shares acquired
pursuant to the Plan as it may deem advisable, including, without limitation,
restrictions under applicable federal securities laws, under the requirements of
any stock exchange or market upon which such Shares are then listed and/or
traded and under any blue sky or state securities laws applicable to such
Shares.

         17.5     SECURITIES LAW COMPLIANCE. With respect to Insiders,
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent
any provisions of the Plan or action by the Committee fails to so comply, it
shall be deemed null and void, to the extent permitted by law and deemed
advisable by the Committee.

         17.6     GOVERNING LAW. To the extent not preempted by federal law, the
Plan, and all agreements hereunder, shall be construed in accordance with and
governed by the laws of the State of Georgia.

         17.7     DISPUTES AND EXPENSES. After a Change in Control or a
Participant's termination by the Company or Subsidiary other than for Cause as a
result of a Threatened Change in Control, if a Participant affected by such
Change in Control or termination incurs legal fees or other expenses in seeking
to obtain or enforce any rights

                                       19
<PAGE>

to benefits under this Plan and is successful, in whole or in part, in obtaining
or enforcing any such rights through settlement, litigation, arbitration or
otherwise, the Company shall promptly pay the affected Participant's reasonable
legal fees and expenses incurred in enforcing his rights under the Plan.

AS APPROVED BY THE BOARD OF DIRECTORS OF NATIONAL VISION, INC. ON MAY 23, 2002.

                                           NATIONAL VISION, INC.

                                           By:__________________________________
                                           Name:________________________________
                                           Title:_______________________________

ATTEST:

By:___________________________
Name:_________________________
Title:________________________

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