Exhibit 10.2
AGREEMENT AND GENERAL
RELEASE
This Agreement and General Release
(the “Agreement”) is made and entered into by and
between Robert Main, his heirs, executors, administrators and
assigns (collectively “Main”), and 1-800 CONTACTS, INC.
(“1-800 CONTACTS”).
RECITALS
a.
The parties have decided to end Main’s employment with 1-800
CONTACTS, effective November 30, 2006, on the terms and conditions
described in this Agreement;
b.
Main and 1-800 CONTACTS desire to settle fully and finally all
differences between them, if any, including but not limited to, any
differences in any way related to or arising out of Main’s
employment with 1-800 CONTACTS or the termination of his
employment; and
c.
Main has agreed to certain obligations in exchange for
consideration provided under this Agreement.
COVENANTS
In consideration of the mutual
promises in this Agreement, it is agreed as follows:
1.
Severance Payments
. After 10 days following his
execution of this Agreement, Main will begin receiving as severance
the equivalent of one year’s salary of $210,000.00, less
applicable withholding. Severance payments will be made over
a 12 month period corresponding to the intervals of 1-800
CONTACTS’ regular payroll.
2.
Bonus . On or about March 2007, Main will
receive a bonus payment that will be calculated and paid in
accordance with an assessment of Main’s 2006 performance and
1-800 CONTACTS’ 2006 performance. The bonus amount
otherwise payable shall be prorated by 11/12 (representing 11
months worked in 2006).
3.
Health Benefits
. For a period of twelve
months following termination of Main’s employment, 1-800
CONTACTS shall pay the regular employer and employee portion of
Main’s health insurance premium assuming he elects
continuation coverage under the Consolidated Omnibus Budget
Reconciliation Act (COBRA) and remains eligible under it and does
not become covered under a new employer’s health
plan.
4.
Relocation expenses
. 1-800 CONTACTS will
reimburse Main up to a maximum of $50,000.00 for reasonable,
actual, and properly documented relocation expenses, provided that
if he moves as a result of new employment, he makes reasonable
efforts to have his new employer pay for his relocation expenses,
in which event 1-800 CONTACTS will reimburse him for relocation
expenses not otherwise covered by the new employer, if
any.
1
5.
Transitional
Cooperation .
For a period of twelve months following his execution
of this Agreement, Main agrees to assist and cooperate in the
transition and reassignment of his former duties and
responsibilities to others. Main will make himself available
upon request to answer questions and provide information and
guidance in this transitional process. During this period and
thereafter, Main will also make himself available and cooperate in
any legal proceeding that may relate to his duties or employment at
1-800 CONTACTS and to testify if requested by 1-800
CONTACTS.
6.
Non-Disparagement/Non-Interference
. Main agrees that he
will not make any disparaging remarks about 1-800 CONTACTS or its
employees to any persons whatsoever, and that he will refrain from
casting any aspersions as to the quality of their work, products,
services, competence, ethics or management. Main further
agrees not to directly or indirectly interfere or undermine 1-800
CONTACTS’ reputation or relationships with 1-800
CONTACTS’ employees, contractors, vendors, customers or
prospects or to discourage anyone from doing business or
affiliating with 1-800 CONTACTS.
7.
Restricted Shares
. Main understands and agrees
that other than the 3,000 shares of 1-800 CONTACTS’
restricted stock that previously vested, he has no right,
entitlement or interest in any stock or other form of ownership in
1-800 CONTACTS now or in the future, and that any existing or
potential rights that he has or may have under the Restricted Stock
Agreement dated March 27, 2006 are superseded and canceled by this
Agreement and are null and void.
8.
Expenses . Main agrees to submit his final expense
claim to 1-800 CONTACTS within five (5) days of executing this
Agreement.
9.
General Release
. As a material
inducement to 1-800 CONTACTS to enter into this Agreement, Main, on
behalf of his heirs, executors, administrators and assigns,
irrevocably and unconditionally releases, acquits and forever
discharges 1-800 CONTACTS, its officers, directors, owners,
partners, agents, predecessors, successors, affiliates,
subsidiaries, parent companies, insurers and current and former
employees from any and all charges, complaints, claims, liabilities
and obligations of any nature whatsoever, including but not limited
to, rights or
