|
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
|
