ABOVE BY WAY OF STOCK
DIVIDEND OR STOCK SPLIT OR IN CONNECTION WITH ANY CONVERSION, MERGER,
CONSOLIDATION OR RECAPITALIZATION OR OTHER REORGANIZATION AFFECTING THE COMMON
STOCK.
"SUCCESSOR" SHALL MEAN, IN THE EVENT OF A CLEARLAB CHANGE IN CONTROL, A
SUCCESSOR TO THE CLEARLAB BUSINESS AND, IN THE EVENT OF A RETAIL CHANGE IN
CONTROL, A SUCCESSOR TO THE RETAIL BUSINESS.
"TERMINATION DATE" SHALL MEAN THE DATE THAT THE GRANTEE CEASES TO BE A DIRECTOR
OF, OR OTHERWISE PERFORMING SERVICES FOR, THE COMPANY OR ANY OF ITS SUBSIDIARIES
(OR ANY SUCCESSOR) FOR ANY REASON.
"UNRELATED ENTITY" SHALL MEAN AN ENTITY WITH RESPECT TO WHICH 50% OR MORE OF
SUCH ENTITY IS NOT OWNED, DIRECTLY OR INDIRECTLY, BY THE COMPANY, ANY
SUBSIDIARY, THE EXISTING STOCKHOLDERS OF THE COMPANY IN APPROXIMATELY THE SAME
PROPORTION AS BEFORE THE TRANSACTION OR ANY EMPLOYEE BENEFIT PLAN SPONSORED OR
MAINTAINED BY THE COMPANY OR ANY SUBSIDIARY (INCLUDING ANY TRUSTEE OF SUCH PLAN
ACTING AS TRUSTEE); PROVIDED, HOWEVER THAT NO ENTITY SHALL BE AN UNRELATED
ENTITY IF JONATHAN C. COON (INCLUDING ANY "PERSON" CONTROLLED BY JONATHAN C.
COON (AS DEFINED IN RULE 12B-2 UNDER THE EXCHANGE ACT)) OWNS MORE THAN 10% OF
SUCH ENTITY.
10.
ADJUSTMENTS.
IN THE EVENT OF A REORGANIZATION, RECAPITALIZATION,
STOCK DIVIDEND OR STOCK SPLIT OR COMBINATION OR OTHER CHANGE IN THE SHARES OF
COMMON STOCK, THE BOARD OR THE COMMITTEE SHALL, IN ORDER TO PREVENT THE PRESENT
AND FUTURE DILUTION OR ENLARGEMENT OF RIGHTS UNDER THIS RESTRICTED STOCK
AGREEMENT, MAKE SUCH ADJUSTMENTS IN THE NUMBER AND TYPE OF SHARES AUTHORIZED BY
THE PLAN AND THE NUMBER OF SHARES COVERED BY THIS RESTRICTED STOCK AGREEMENT AS
MAY BE DETERMINED TO BE APPROPRIATE AND EQUITABLE.
5
11.
ADDITIONAL RESTRICTIONS ON TRANSFER.
(A)
RESTRICTIVE LEGEND.
ALL CERTIFICATES REPRESENTING THE SHARES THAT
ARE UNVESTED OR OTHERWISE RESTRICTED SHALL BEAR THE FOLLOWING LEGENDS:
(I)
"THE ANTICIPATION, ALIENATION, ATTACHMENT, SALE, TRANSFER,
ASSIGNMENT, PLEDGE, ENCUMBRANCE OR CHARGE OF THE SHARES OF STOCK REPRESENTED
HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING A VESTING SCHEDULE AND
FORFEITURE PROVISION AND RESTRICTIONS AGAINST TRANSFER) OF 1-800 CONTACTS, INC.
(THE "COMPANY") AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN AND AN AGREEMENT
ENTERED INTO BETWEEN THE REGISTERED OWNER AND THE COMPANY DATED AS OF THE ____
DAY OF _________, ____.
COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE AT THE
PRINCIPAL OFFICE OF THE COMPANY."
(II)
ANY LEGEND REQUIRED TO BE PLACED THEREON BY APPLICABLE STATE
SECURITIES LAW.
(B)
OPINION OF COUNSEL.
THE GRANTEE MAY NOT SELL, TRANSFER OR DISPOSE
OF ANY SHARES (EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT) WITHOUT FIRST DELIVERING TO THE COMPANY AN OPINION OF COUNSEL
REASONABLY ACCEPTABLE IN FORM AND SUBSTANCE TO THE COMPANY THAT REGISTRATION
UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED
IN CONNECTION WITH SUCH TRANSFER.
12.
AMENDMENT.
EXCEPT AS OTHERWISE PROVIDED HEREIN, ANY PROVISION OF
THIS RESTRICTED STOCK AGREEMENT MAY BE AMENDED OR WAIVED ONLY WITH THE PRIOR
WRITTEN CONSENT OF THE GRANTEE AND THE