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                                                                    Exhibit 10.1

                           COLE NATIONAL CORPORATION

                           Restricted Stock Agreement
                           --------------------------

         THIS RESTRICTED STOCK AGREEMENT (as amended, modified or supplemented
from time to time, this "AGREEMENT") is made by and between Cole National
Corporation, a Delaware corporation (the "COMPANY"), and George Bernstein, Jr.,
an individual residing in the State of Ohio (the "GRANTEE").

PRELIMINARY STATEMENTS:

         A.       The Grantee is an employee of Cole National Group, Inc.,
a Delaware corporation, Cole Vision Corporation, a Delaware corporation, and
Things Remembered, Inc., a Delaware corporation; and

         B.       The execution of a restricted stock agreement in the form
hereof has been authorized by a resolution of the Special Compensation Committee
(the "COMMITTEE") of the Board of Directors of the Company (the "BOARD");

                  NOW, THEREFORE, in consideration of the Grantee's acceptance
of the terms and conditions of this Agreement, and subject to the terms of this
Agreement, the Company hereby grants to the Grantee 10,000 shares (together with
all other shares of Common Stock that become subject to this Agreement,
collectively, the "SHARES") of the Company's common stock, par value $.001 per
share ("COMMON STOCK"), which are to be issued out of the Company's treasury.

AGREEMENT:

                  1. ISSUANCE OF COMMON STOCK. The Shares will be issued as soon
as practicable after the date of this Agreement as fully paid and nonassessable
shares and will be represented by certificates registered in the name of the
Grantee and bearing a legend referring to the restrictions set forth in this
Agreement.

                  2. RESTRICTION ON TRANSFER OF COMMON STOCK. The Shares may not
be transferred, sold, pledged, exchanged, assigned or otherwise encumbered or
disposed of by the Grantee, except to the Company, until they have become
nonforfeitable in accordance with Section 3 of this Agreement. Any purported
transfer, encumbrance or other disposition of the Shares that is in violation of
this Section 2 will be null and void, and the other party to any such purported
transaction will not obtain any rights to or interest in the Shares.

                  3. VESTING OF COMMON STOCK. (a) The Shares will become
nonforfeitable upon the occurrence of the following:


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<TABLE>
<CAPTION>


         Amount Nonforfeitable              Date Nonforfeitable
         ---------------------              -------------------
<S>                                         <C>

         1/2 of the Shares                  On the first date on or after March 10, 2002
                                            on which the Stock Price has averaged at
                                            least $15.00 per share for a continuous
                                            period of 20 consecutive Trading Days
                                            ending on such date.

         1/2 of the Shares                  On the first date on or after March 10, 2002
                                            on which the Stock Price has averaged at
                                            least $20.00 per share for a continuous
                                            period of 20 consecutive Trading Days
                                            ending on such date.
</TABLE>

Any Shares which have not become nonforfeitable on or before March 10, 2005
shall thereupon immediately be forfeited and returned to the Company and
canceled.

                  (b)      Notwithstanding the provisions of Section 3(a), all
of the Shares will immediately become nonforfeitable if a Change in Control
occurs after the March 10, 2001. "CHANGE OF CONTROL" means if at any time any of
the following events has occurred:

                  (i)      the Company merges itself, or is merged or
                           consolidated with, another corporation and as a
                           result of such merger or consolidation less than 51%
                           of the voting power of the then-outstanding voting
                           securities of the surviving corporation immediately
                           after such transaction are directly or indirectly
                           beneficially owned in the aggregate by the former
                           stockholders of the Company immediately prior to such
                           transaction;

                  (ii)     all or substantially all the assets accounted for on
                           the Consolidated Balance Sheet of the Company are
                           sold or transferred to one or more corporations or
                           persons, and as a result of such sale or transfer
                           less than 51% of the voting power of the then-
                           outstanding voting securities of such corporation or
                           person immediately after such sale or transfer is
                           directly or indirectly beneficially held in the
                           aggregate by the former stockholders of the Company
                           immediately prior to such transaction or series of
                           transactions;

                  (iii)    a person, within the meaning of Section 3(a)(9) or
                           13(d)(13) (as in effect on the date of the award) of
                           the Securities Exchange Act of 1934, as amended (the
                           "EXCHANGE ACT"), becomes the beneficial owner (as
                           defined in Rule 13d-3 of the Securities and Exchange
                           Commission pursuant to the Exchange Act) of (i) 15%
                           or more but less than 35% of the voting power of the
                           then-outstanding voting securities of the Company
                           without prior approval of the Company's Board, or
                           (ii) 35% or more of the voting power of the then-
                           outstanding voting securities of the Company;
                           PROVIDED, HOWEVER, that the foregoing does not apply
                           to any such acquisition that is made by (w) any
                           Subsidiary of the Company (x) any employee benefit





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                           plan of the Company or any Subsidiary or (y) any
                           person or group of which employees of the Company or
                           of any Subsidiary control a greater than 25% interest
                           unless the Board determines that such person or group
                           is making a "hostile acquisition;"

                  (iv)     a majority of the members of the Board or of any
                           Subsidiary are not Continuing Directors, where a
                           "CONTINUING DIRECTOR" is any member of the Board or,
                           with respect to a Subsidiary, of such Subsidiary who
                           (x) was a member of the Board or, with respect to a
                           Subsidiary, of such Subsidiary on the date of the
                           award or (y) was nominated for election or elected to
                           such Board with the affirmative vote of a majority of
                           the Continuing Directors who were members of such
                           Board at the time of such nomination or election.

         4.       TERMINATION OF RIGHTS AND FORFEITURE OF COMMON STOCK. Except
for Shares that have become nonforfeitable, all of the Shares will be forfeited
if the Grantee ceases to be continuously employed by the Company or a Subsidiary
at any time either in his current position of Executive Vice President or a
higher position. In the event of a forfeiture, any certificate(s) representing
the Shares will be canceled. For purposes of this Agreement, the continuous
employment of the Grantee with the Company or a Subsidiary will not be deemed to
have been interrupted, and the Grantee will not be deemed to have ceased to be
an employee of the Company or a Subsidiary, by reason of the transfer of his
employment among the Company and its subsidiaries in an equal or higher position
or a leave of absence approved by the Committee.

         5.       DIVIDEND, VOTING AND OTHER RIGHTS. (a) Except as otherwise
provided in this Agreement, the Grantee will have all of the rights of a
stockholder with respect to the Shares, including the right to vote the Shares
and receive any dividends that may be paid thereon; PROVIDED, HOWEVER, that any
additional shares of Common Stock or other securities that the Grantee may
become entitled to receive pursuant to a stock dividend, stock split,
combination of shares, recapitalization, merger, consolidation, separation or
reorganization or any other change in the capital structure of the Company will
be subject to the same restrictions as the Shares.

                  (b) Cash dividends, if any, and any other distributions paid
on the Shares will be sequestered by the Company until such time as such Shares
become nonforfeitable in accordance with Section 3 and will, to the extent
practicable, be deemed to be reinvested (at the Stock Price on the dividend
payment date) on an immediate basis in additional shares of Common Stock from
the Company's treasury, which will be subject to the same restrictions as the
underlying Shares granted under this Agreement. If Shares are forfeited pursuant
to Section 4, all dividends and other distributions, together with the earnings
thereon, with respect to such Shares will likewise be forfeited.

         6.       RETENTION OF STOCK CERTIFICATE(S) BY COMPANY. Any certificates
representing Shares will be held in custody by the Company together with a stock
power endorsed in blank by the Grantee with respect thereto, until those shares
have become nonforfeitable in accordance with Section 3.

         7.       COMPLIANCE WITH LAW. The Company shall make reasonable efforts
to comply with all applicable federal, state and other applicable securities
laws; PROVIDED, HOWEVER,



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notwithstanding any other provision of this Agreement, the Company will not be
obligated to issue any securities pursuant to this Agreement if the issuance
thereof would result in a violation of any such law. Grantee acknowledges that
Grantee is an executive officer of the Company, has complete access to the
Company's financial and other information, is fully capable of making an
investment decision concerning the Company's Common Stock without assistance of
third parties, and has no intention to distribute any of the Shares to third
parties.

         8.       WITHHOLDING TAXES. If the Company is required to withhold any
federal, state, local or foreign tax in connection with any issuance of
restricted or nonrestricted shares of Common Stock or other securities pursuant
to this Agreement, the Grantee shall pay the tax or make provisions that are
satisfactory to the Company for the payment thereof.

         9.       RIGHT TO TERMINATE EMPLOYMENT. No provision of this Agreement
will limit in any way whatsoever any right that the Company or a Subsidiary may
otherwise have to terminate the employment of the Grantee at any time.

         10.      RELATION TO OTHER BENEFITS. Any economic or other benefit to
the Grantee under this Agreement shall not be taken into account in determining
any benefits to which the Grantee may be entitled under any profit-sharing,
retirement or other benefit or compensation plan maintained by the Company or a
Subsidiary and shall not affect the amount of any insurance coverage available
to any beneficiary under any insurance plan covering employees of the Company or
a Subsidiary.

         11.      SEVERABILITY. In the event that one or more of the provisions
of this Agreement are invalidated for any reason by a court of competent
jurisdiction, any provision so invalidated will be deemed to be separable from
the other provisions hereof, and the remaining provisions hereof will continue
to be valid and fully enforceable.

         12.      GOVERNING LAW. This Agreement is made under, and will be
construed in accordance with, the laws of the State of Ohio without regard to
conflict of law principles of such state.

         13.      TAXES. Grantee may make a proper election under Section 83(b)
of the Internal Revenue Code of 1986, as amended, no later than 30 days after
the date of this Agreement with respect to all of the Shares.

         14.      DEFINITIONS. As used in this Agreement, the following terms
have the following meanings:

         "GRANT DATE" means March 10, 1999.

         "STOCK PRICE" means the closing price of the Common Stock on the
principal exchange on which the Common Stock is traded.

         "SUBSIDIARY" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of such
corporations (or a group of



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corporations that themselves are Subsidiaries) other than the last corporation
in the unbroken chain owns stock possessing fifty percent or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

         "TRADING DAYS" means days on which the principal exchange on which the
Common Stock is traded is open for trading, regardless of whether actual trading
in the Common Stock occurs.

         This Restricted Stock Agreement has been executed by the parties at
Cleveland, Ohio as of March 10, 1999.



                                                  COLE NATIONAL CORPORATION



                                                  By:
                                                       -------------------------
                                                       Name:
                                                       Title:



                                                  ------------------------------
                                                  George Bernstein, Jr.







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