POLLOCK INSTR DESIG SERP



 




EXHIBIT 10.32




INSTRUMENT DESIGNATING PARTICIPANT

OF THE COLE NATIONAL GROUP, INC.

1999 SUPPLEMENTAL RETIREMENT BENEFIT PLAN



     WHEREAS, Larry Pollock (“Pollock”), Cole National Corporation, a Delaware
corporation (“Parent”), Cole National Group, Inc., a Delaware corporation (the
“Company”), Cole Vision Corporation, a Delaware corporation (“Cole Vision”),
Pearle, Inc., a Delaware corporation (“Pearle”) and Things Remembered, Inc., a
Delaware corporation (“Things Remembered”) (collectively, the Company, Cole
Vision, Pearle and Things Remembered are the “Subsidiaries,” and each
individually, a “Subsidiary”) are parties to an employment agreement dated
June 2, 2003 and effective June 25, 2003 (the “Effective Date”) (the
“Employment Agreement”); and



     WHEREAS, the Employment Agreement provides that Pollock will participate
in a supplemental executive retirement plan established and maintained by
Parent or the Subsidiaries that will provide, together with any other
retirement benefits received by Pollock under any Retirement Plans (as defined
in the Employment Agreement), Pollock with the annual retirement benefits in
the amounts set forth herein.



     NOW THEREFORE, Pollock, Parent and the Subsidiaries agree that the
designation set forth herein satisfies the obligations of Parent and the
Subsidiaries to Pollock under Section 4(e) of the Employment Agreement.




	1.	 	       Participant. The Company hereby designates Pollock as a
Participant in the Cole National Group, Inc. 1999 Supplemental Retirement
Benefit Plan, effective January 1, 1999 (as amended from time to time)
(the “Plan”).
	 
	2.	 	       Special Provisions. For purposes of calculating the Supplemental
Retirement Benefit payable to Pollock in accordance with the Plan, unless
otherwise provided under the Plan or herein, the definitions used shall be
the same as those used under the Cole National Group, Inc. Retirement Plan
(as amended and restated January 1, 2001) (the “Pension Plan”).






	 	(b)	 	       For purposes of calculating the Supplemental Retirement
Benefit payable to Pollock in accordance with the Plan, “Final
Annual Salary” shall mean Pollock’s final annual base salary
immediately prior to the date of his termination of employment.
	 
	 	(c)	 	       For purposes of calculating the Supplemental Retirement
Benefit payable to Pollock in accordance with the Plan, the annual
Supplemental Retirement Benefit payable to Pollock commencing after
Pollock’s retirement on or after his attainment of age 65
(calculated as a single life annuity) shall be the amount determined
by the formula “A-B,” where:




1






 









	 	 	 
	A=

	 	50% of Final Annual Salary, and
	 
	 	 
	B=

	 	the annualized amounts, if any, payable to
Pollock in accordance with the Pension Plan (calculated as a
single life annuity).








	 	(d)	 	For purposes of calculating the Supplemental Retirement
Benefit payable to Pollock in accordance with the Plan, the annual
Supplemental Retirement Benefit payable to Pollock commencing after
Pollock’s retirement prior to his attainment of age 65 (calculated
as a single life annuity) shall be the amount determined by the
formula “A-B,” where:





	 	 	 
	A =

	 	35% of Final Annual Salary, and
	B =

	 	the annualized amounts, if any, payable to
Pollock in accordance with the Pension Plan (calculated as a
single life annuity).








	 	(e)	 	The benefit accrued under (c) and (d) above shall be
nonforfeitable upon the completion by Pollock of thirty (30) months
of employment with Parent and the Subsidiaries following the
Effective Date. If Pollock terminates his employment with Parent
and the Subsidiaries prior to the completion of thirty (30) months
for any reason, such benefit will be forfeited.
	 
	 	(f)	 	Notwithstanding Section 3.4 of the Plan, Pollock’s
Supplemental Retirement Benefit shall be payable in (i) a one-time
lump sum cash payment, (ii) a series of up to twenty (20) annual
installments with interest credited and compounded quarterly on the
unpaid balance at the interest rate specified from time-to-time
under the Cole National Group, Inc. Supplemental Retirement Benefit
Plan, or (iii) the same form and for the same duration as the
benefits payable to the Participant (or Beneficiary) under the
Pension Plan, as elected by Pollock. Any form of payment of
Pollock’s Supplemental Retirement Benefit shall be Actuarially
Equivalent to the annual Supplemental Retirement Benefit calculated
under (c) or (d) above, as applicable. Pollock’s election of the
form of payment of his Supplemental Retirement Benefit shall be made
by written notice filed with the Company at least six (6) months
prior to his voluntary termination of employment with, or retirement
from, Parent and the Subsidiaries. Any such election may be changed
by Pollock at any time and from time to time without the consent of
any other person by filing a later signed written election with the
Company; provided that any election made less than six (6) months
prior to his voluntary termination of employment or retirement shall
not be valid, and in such case payment shall be made in accordance
with his prior election.
	 
	 	(g)	 	In the absence of any effective election, Pollock’s
Supplemental Retirement Benefit shall be payable in a one-time lump
sum cash payment. Pollock shall be permitted to designate a
beneficiary or beneficiaries for purposes of the Plan (on a form
provided by the Company) to receive a benefit in the event that he
dies after commencement of benefits under the Plan but before any
lump sum elected is paid, or with any remaining elected installments
unpaid.





2






 









	 	(h)	 	As used herein, the terms “Actuarially Equivalent” or
“Actuarial Present Value” shall mean a benefit of actuarial
equivalence determined using the 1994 Group Annuity Reserving Table
(94 GAR) or such other mortality table that may be subsequently
adopted by the Internal Revenue Service for purposes of Section 417
of the Code and an interest rate equal to the average of the Moody’s
AA Corporate Bond rate for the 36-month period ending with the month
prior to the month Pollock’s Supplemental Retirement Benefit is to
commence.






	3.	 	Nothing committed to in this instrument may be changed, directly or
indirectly, by an amendment of the Plan or otherwise, without the prior
written consent of Pollock.
	 
	4.	 	This instrument shall satisfy the terms of Section 4(e) of the Employment
Agreement





	 	 	 	 	 
	Dated as of January 23, 2004	 	COLE NATIONAL CORPORATION
	 
	 	 	 	 
	

	 	By:
	 	/s/ Leslie D. Dunn
	

	 	 	 	 
	

	 	Title:
	 	Senior Vice President
	

	 	 	 	 
	 
	 	 	 	 
	 	 	COLE NATIONAL GROUP, INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Leslie D. Dunn
	

	 	 	 	 
	

	 	Title:
	 	Senior Vice President
	

	 	 	 	 
	 
	 	 	 	 
	 	 	COLE VISION CORPORATION
	 
	 	 	 	 
	

	 	By:
	 	/s/ Leslie D. Dunn
	

	 	 	 	 
	

	 	Title:
	 	Senior Vice President
	

	 	 	 	 
	 
	 	 	 	 
	

	 	PEARLE,
	 	INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Leslie D. Dunn
	

	 	 	 	 
	

	 	Title:
	 	Senior Vice President
	

	 	 	 	 







3






 




	 	 	 	 	 
	 	 	THINGS REMEMBERED, INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Leslie D. Dunn
	

	 	 	 	 
	

	 	Title:
	 	Senior Vice President
	

	 	 	 	 







     Agreed and consented to this 23rd  day of January, 2004.



	 	 	 	 	 
	

	 	 	 	/s/ Larry Pollock
	

	 	 	 	 
	

	 	 	 	Larry Pollock








4