Exhibit 10.3
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of March 28, 2006
between 1-800 CONTACTS, INC., a Delaware corporation (the "Company"), and Brian
W. Bethers (the "Executive"). This Agreement shall be effective as of March 30,
2006 (the "Effective Date").
In consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1.
EMPLOYMENT. THE COMPANY SHALL EMPLOY EXECUTIVE, AND EXECUTIVE
HEREBY ACCEPTS EMPLOYMENT WITH THE COMPANY, UPON THE TERMS AND CONDITIONS SET
FORTH IN THIS AGREEMENT, FOR THE PERIOD BEGINNING ON THE EFFECTIVE DATE AND
ENDING AS PROVIDED IN PARAGRAPH 4 HEREOF (THE "EMPLOYMENT PERIOD").
2.
POSITION AND DUTIES.
(A)
DURING THE EMPLOYMENT PERIOD EXECUTIVE SHALL SERVE AS PRESIDENT
FOR THE COMPANY AND SHALL HAVE SUCH DUTIES, AUTHORITIES AND RESPONSIBILITIES
COMMENSURATE WITH THE DUTIES, RESPONSIBILITIES AND AUTHORITIES OF PERSONS IN
SIMILAR CAPACITIES IN SIMILARLY SIZED COMPANIES AND SUCH OTHER DUTIES,
RESPONSIBILITIES AND AUTHORITY ASSIGNED TO EXECUTIVE BY THE COMPANY'S CHIEF
EXECUTIVE OFFICER THAT ARE NOT INCONSISTENT WITH EXECUTIVE'S POSITION AS
PRESIDENT, OR SHALL SERVE AS SUCH OTHER SENIOR MANAGEMENT POSITION AS ASSIGNED
TO EXECUTIVE BY THE CHIEF EXECUTIVE OFFICER OF THE COMPANY (THE "CHIEF EXECUTIVE
OFFICER") OR THE BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD").
(B)
EXECUTIVE SHALL REPORT TO THE COMPANY'S CHIEF EXECUTIVE OFFICER OR
SUCH OTHER PERSONS AS THE CHIEF EXECUTIVE OFFICER MAY DIRECT FROM TIME TO TIME,
AND EXECUTIVE SHALL DEVOTE EXECUTIVE'S BEST EFFORTS AND FULL BUSINESS TIME AND
ATTENTION (EXCEPT FOR PERMITTED VACATION PERIODS AND REASONABLE PERIODS OF
ILLNESS OR OTHER INCAPACITY) TO THE BUSINESS AND AFFAIRS OF THE COMPANY AND ITS
AFFILIATES (AS HEREINAFTER DEFINED). EXECUTIVE SHALL PERFORM EXECUTIVE'S DUTIES
AND RESPONSIBILITIES TO THE BEST OF EXECUTIVE'S ABILITIES IN A DILIGENT,
TRUSTWORTHY, BUSINESSLIKE AND EFFICIENT MANNER.
(C)
FOR PURPOSES OF THIS AGREEMENT, "AFFILIATE" SHALL MEAN A PERSON
THAT DIRECTLY, OR INDIRECTLY THROUGH ONE OR MORE INTERMEDIARIES, CONTROLS, OR IS
CONTROLLED BY OR IS UNDER COMMON CONTROL WITH ANOTHER PERSON (WITHIN THE MEANING
OF RULE 12B-2) PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
3.
BASE SALARY AND BENEFITS.
(A)
EXECUTIVE'S INITIAL BASE SALARY SHALL BE $310,000 PER ANNUM, WHICH
SALARY SHALL BE PAYABLE IN REGULAR INSTALLMENTS IN ACCORDANCE WITH THE COMPANY'S
GENERAL PAYROLL PRACTICES AND SHALL BE SUBJECT TO CUSTOMARY DEDUCTIONS AND
WITHHOLDING. THEREAFTER, THE COMPANY SHALL PERIODICALLY REVIEW EXECUTIVE'S BASE
SALARY FOR INCREASE BUT NOT DECREASE (PRESENTLY CONDUCTED
ON AN ANNUAL BASIS). THE BASE SALARY AS DETERMINED HEREIN FROM TIME TO TIME
SHALL CONSTITUTE "BASE SALARY" FOR PURPOSES OF THIS AGREEMENT.
(B)
IN ADDITION TO THE BASE SALARY, EXECUTIVE SHALL BE ELIGIBLE TO
PARTICIPATE IN THE COMPANY'S BONUS AND OTHER INCENTIVE COMPENSATION PLANS AND
PROGRAMS IN EFFECT FROM TIME TO TIME FOR THE COMPANY'S SENIOR EXECUTIVES.
EXECUTIVE SHALL HAVE THE OPPORTUNITY TO EARN AN ANNUAL BONUS (THE "BONUS") FOR
EACH FISCAL YEAR DURING THE EMPLOYMENT PERIOD WITH A TARGET BONUS THAT WILL NOT
BE LESS THAN THE TARGET