Exhibit 10.2
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
Jonathan Coon (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 CHIEF EXECUTIVE OFFICER 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 OR PRESIDENT THAT ARE NOT
INCONSISTENT WITH EXECUTIVE'S POSITION AS CHIEF EXECUTIVE OFFICER, 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"), THE
PRESIDENT OF THE COMPANY (THE "PRESIDENT") OR THE BOARD OF DIRECTORS OF THE
COMPANY (THE "BOARD").
(B)
EXECUTIVE SHALL REPORT TO THE BOARD OR SUCH
OTHER PERSONS AS THE BOARD 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
$210,000 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