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E. WADSWORTH PARK DRIVE, DRAPER, UTAH 84020, ATTN: CHIEF FINANCIAL OFFICER, OR
TO SUCH OTHER ADDRESS OR TO THE ATTENTION OF SUCH OTHER PERSON AS THE RECIPIENT
PARTY HAS SPECIFIED BY PRIOR WRITTEN NOTICE TO THE SENDING PARTY.
19.
ENTIRE AGREEMENT.
THIS RESTRICTED STOCK AGREEMENT AND THE TERMS
OF THE PLAN CONSTITUTE THE ENTIRE UNDERSTANDING BETWEEN THE GRANTEE AND THE
COMPANY, AND SUPERSEDE ALL OTHER AGREEMENTS, WHETHER WRITTEN OR ORAL, WITH
RESPECT TO THE ACQUISITION BY THE GRANTEE OF THE SHARES.
20.
POWER OF ATTORNEY.
THE COMPANY, ITS SUCCESSORS AND ASSIGNS, IS
HEREBY APPOINTED THE ATTORNEY-IN-FACT, WITH FULL POWER OF SUBSTITUTION, OF THE
GRANTEE FOR THE PURPOSE OF CARRYING OUT THE PROVISIONS OF THIS RESTRICTED STOCK
AGREEMENT AND TAKING ANY ACTION AND EXECUTING ANY INSTRUMENTS WHICH SUCH
ATTORNEY-IN-FACT MAY DEEM NECESSARY OR ADVISABLE TO ACCOMPLISH THE PURPOSES
HEREOF, WHICH APPOINTMENT AS ATTORNEY-IN-FACT IS IRREVOCABLE AND COUPLED WITH AN
INTEREST.
IN CONNECTION WITH ACTIONS PERMITTED UNDER THE TERMS OF THIS
RESTRICTED STOCK AGREEMENT (INCLUDING PARAGRAPHS 2(B) AND 8), THE COMPANY, AS
ATTORNEY-IN-FACT FOR THE GRANTEE, MAY IN THE NAME AND STEAD OF THE GRANTEE, MAKE
AND EXECUTE ALL CONVEYANCES, ASSIGNMENTS AND TRANSFERS OF THE SHARES AND
PROPERTY PROVIDED FOR HEREIN, AND THE GRANTEE HEREBY RATIFIES AND CONFIRMS ALL
THAT THE COMPANY, AS SAID ATTORNEY-IN-FACT, SHALL DO IN GOOD FAITH BY VIRTUE
HEREOF.
NEVERTHELESS, THE GRANTEE SHALL, IF SO REQUESTED BY THE COMPANY,
EXECUTE AND DELIVER TO THE COMPANY ALL SUCH INSTRUMENTS AS MAY, IN THE JUDGMENT
OF THE COMPANY, BE ADVISABLE FOR SUCH PURPOSE.
[Signature page to follow]
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IN WITNESS WHEREOF, the parties have executed this Restricted
Stock Agreement to reflect the grant which is authorized herein.
1-800 CONTACTS, INC.
Authorized Signature:
Jonathan C. Coon, Chief Executive Officer
GRANTEE:
Signature:
Address:
Number of Shares:
Par Value Price:
$
Grant Date:
March 27, 2006
8