ex10_1.htm


    
      

    

    
      Exhibit
        10.1

      


      NATURE
        VISION, INC.

      


      1480
        Northern Pacific Road

      PO
        Box
        641

      Brainerd,
        MN 56401

      


      Phone:  (218)
        825-0733

      Fax:  (218)
        825-0721

      


      


      


      November
        26, 2007

      


      


      


      David
        M.
        Kolkind, CPA

      8112
        West
        110th Street Circle

      Bloomington,
        Minnesota 55438

      


      Dear
        David:

      


      I
        am pleased to offer you a position as
        Chief Financial Officer (“CFO”) with Nature Vision, Incorporated (“Nature
        Vision”), reporting to me as the Chief Executive Officer.  This
        position is classified as a full-time, exempt position.  Your start
        date would be November 26, 2007.  The other general terms of this
        offer include the following:

      


      
        	
                ·  

              	
                Your
                  starting salary will be $160,000 per year.  This salary would be
                  paid, as earned, in accordance with the regular payroll practices
                  of
                  Nature Vision.

              


      

       

      
        	
                ·  

              	
                You
                  will be entitled to reimbursement of your moving expenses up to
                  $25,000.

              


      

       

      
        	
                ·  

              	
                You
                  will receive a reasonable stipend per month for the cost of an
                  apartment
                  in Brainerd for the first six (6) months of your
                  employment.

              


      

       

      
        	
                ·  

              	
                You
                  will be entitled to holiday, vacation and other benefits normally
                  provided
                  to other employees in the same job classification in accordance
                  with the
                  eligibility requirements of any applicable benefit plans and Nature
                  Vision’s policies.

              


      

       

      
        	
                ·  

              	
                If
                  a Change in Control occurs while you are employed by Nature Vision,
                  you
                  will be entitled to be paid in a lump sum your one year’s then base salary
                  if Nature Vision or its successor does not retain you for at least
                  one
                  year after the Change in Control at such base salary or
                  a  higher salary.  Change in Control means (i) the
                  dissolution or liquidation of Nature Vision or a merger, consolidation,
                  or
                  reorganization of Nature Vision with one or more other entities
                  in which
                  Nature Vision is not the surviving entity (other than a merger
                  solely for
                  the purpose of incorporating in another state), (ii) a sale of
                  substantially all of the assets of Nature Vision to another person
                  or
                  entity, or (iii) any transaction or series of related transactions
                  (including without limitation a merger or reorganization in which
                  Nature
                  Vision is the surviving entity) which results in any person or
                  entity
                  (other than persons immediately prior to the transaction owning
                  50% or
                  more of the stock) owning more than 50% of the combined voting
                  power of
                  all classes of stock of Nature
                  Vision.

              


      

       

      
        
          
          

        

        
          
          

          
            

            David
              Kolkind

            November
              26, 2007

            Page
              2

          

        

        
          
          

        

      

       

      
        	
                ·  

              	
                You
                  are entitled to earn a formula-based bonus to be determined by
                  comparing
                  Nature Vision’s actual 2008 earnings before interest, taxes, depreciation
                  and amortization (“EBITDA”), to the budgeted EBITDA for 2008 as
                  established by the Board of Directors for the purpose of this
                  bonus.  The budgeted EBITDA for compensation purposes may differ
                  from the general budgeted EBITDA budget.  Nature Vision’s actual
                  2008 EBITDA must meet or exceed 90% of such budgeted EBITDA for
                  2008 in
                  order for you to be entitled to a
                  bonus.

              


      

       

      The
        following table describes the
        results of the formula-based bonus plan assuming that Nature Vision’s 2008
        EBITDA is 90%, 100% and 110% of the budgeted EBITDA for 2008:

       

      
        	
                Actual
                  2008 EBITDA
                  Compared to 2008 Budgeted EBITDA
                  (%)1

              	 	
                Kolkind
                  Bonus Amount
                  (%)

              	 	
                Kolkind
                  Bonus
                  Amount

              
	 	 	 	 	 
	
                  90%

              	 	
                15%

              	 	
                $24,000

              
	 	 	 	 	 
	
                100%

              	 	
                30%

              	 	
                $48,000

              
	 	 	 	 	 
	
                110%

              	 	
                45%

              	 	
                $72,000

              


      

       

      1For
        other
        percentages between 90% and 110% the bonus will be prorated.

       

      
        	
                ·  

              	
                In
                  addition to the formula-based bonus plan described above, you may
                  be
                  entitled to a discretionary bonus up to 20% of your 2008 base salary,
                  which shall be determined by the Compensation Committee in its
                  discretion
                  in light of each executive officer’s individual performance during fiscal
                  2008.

              


      

       

      
        	
                ·  

              	
                You
                  are eligible to participate in the Long Term Incentive Plan substantially
                  as described in Nature Vision’s Proxy Statement dated April 25, 2006, in
                  an amount, if any, determined in the sole discretion of the Compensation
                  Committee.

              


      

       

      
        	
                ·  

              	
                You
                  will be granted an option to purchase 10,000 shares of Nature Vision’s
                  common stock pursuant to Nature Vision’s Stock Option Plan effective upon
                  approval of the Compensation Committee.  The option will vest
                  one-third each year for three years and have a term of five
                  years.

              


      

       

      
        
          
          

        

        
          
          

          
            

            David
              Kolkind

            November
              26, 2007

            Page
              3

          

        

        
          
          

        

         

      

      This
        offer of employment is conditioned
        on you signing the enclosed Proprietary Information and Inventions Agreement
        on
        or before the date you begin employment with Nature Vision.

      


      While
        the above-mentioned items
        describe important aspects of Nature Vision’s offer of employment to you, this
        offer is not intended to be a contract and may not be construed as
        such.  Your employment would be at-will, meaning that either you or
        Nature Vision may terminate the employment relationship at any time and for
        any
        reason, with or without notice.

      


      This
        letter constitutes the complete
        offer of employment extended you and supersedes any previous verbal or written
        offers.  If you agree to accept this offer of employment, please sign
        where indicated below and return this letter to me, Jeff Zernov, Nature Vision,
        Inc., 1480 Northern Pacific Road, Brainerd, Minnesota 56401, no later than
        November 26, 2007.  If we do not receive a response from you by that
        date, this offer is null and void.

      


      David,
        all of us at Nature Vision look
        forward to you being a key member of our team.

      


      


      
        	 	
                Sincerely,

              
	 	 
	 	 
	 	
                /s/
                  Jeff Zernov

              	 
	 	
                Jeff
                  Zernov

              
	 	
                President/Chief
                  Executive Officer

              
	 	
                Nature
                  Vision, Inc.

              


      

      


       

      I
        accept
        the offer of employment as outlined above.

       

       

      
        	
                /s/
                  David M. Kolkind

              	 	
                November
                  26, 2007

              	 
	
                David
                  M. Kolkind

              	 	
                Date