1 EXHIBIT 99.2 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 3rd, 2001 • U S Vision Inc • Retail-retail stores, nec • Delaware
Contract Type FiledJuly 3rd, 2001 Company Industry Jurisdiction
RECITALSStockholders' Agreement • October 29th, 1997 • U S Vision Inc • Retail-retail stores, nec • Delaware
Contract Type FiledOctober 29th, 1997 Company Industry Jurisdiction
between RIO OPTICAL CORPORATION a Texas corporation ("Mortgagor"), --------- andSecurity Agreement • October 29th, 1997 • U S Vision Inc • Retail-retail stores, nec • Pennsylvania
Contract Type FiledOctober 29th, 1997 Company Industry Jurisdiction
4,000,000 Shares/1 Common Stock ($.01 par value per share)U S Vision Inc • October 29th, 1997 • Retail-retail stores, nec • New York
Company FiledOctober 29th, 1997 Industry Jurisdiction
2,500,000 Shares /1 Common Stock ($.01 par value per share)U S Vision Inc • January 14th, 1998 • Retail-retail stores, nec • New York
Company FiledJanuary 14th, 1998 Industry Jurisdiction
AGREEMENTAgreement • November 8th, 2002 • U S Vision Inc • Retail-retail stores, nec • Ohio
Contract Type FiledNovember 8th, 2002 Company Industry Jurisdiction
EXHIBIT (b)(1) LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 8th, 2002 • U S Vision Inc • Retail-retail stores, nec • New Jersey
Contract Type FiledNovember 8th, 2002 Company Industry Jurisdiction
1 EXHIBIT 10.1 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of July 31, 1998Loan and Security Agreement • September 14th, 1998 • U S Vision Inc • Retail-retail stores, nec • Pennsylvania
Contract Type FiledSeptember 14th, 1998 Company Industry Jurisdiction
EXHIBIT (B)(4) UNSECURED SUBORDINATED PROMISSORY NOTESubordination Agreement • November 8th, 2002 • U S Vision Inc • Retail-retail stores, nec • Delaware
Contract Type FiledNovember 8th, 2002 Company Industry Jurisdiction
RECITALSEmployment Agreement • April 30th, 1999 • U S Vision Inc • Retail-retail stores, nec • Texas
Contract Type FiledApril 30th, 1999 Company Industry Jurisdiction
EXHIBIT 2 AGREEMENT AND PLAN OF MERGER BY AND BETWEEN KAYAK ACQUISITION CORP.Agreement and Plan of Merger • May 16th, 2002 • U S Vision Inc • Retail-retail stores, nec • Delaware
Contract Type FiledMay 16th, 2002 Company Industry Jurisdiction
FIRST AMENDMENT TO MARKETING AGREEMENTMarketing Agreement • November 8th, 2002 • U S Vision Inc • Retail-retail stores, nec • New Jersey
Contract Type FiledNovember 8th, 2002 Company Industry Jurisdiction
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 2nd, 2002 • U S Vision Inc • Retail-retail stores, nec
Contract Type FiledOctober 2nd, 2002 Company Industry
RECITALSEmployment Agreement • October 29th, 1997 • U S Vision Inc • Retail-retail stores, nec • Texas
Contract Type FiledOctober 29th, 1997 Company Industry Jurisdiction
FIRST AMENDMENT TO INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • October 2nd, 2002 • U S Vision Inc • Retail-retail stores, nec
Contract Type FiledOctober 2nd, 2002 Company Industry
RECITALSEmployment Agreement • October 29th, 1997 • U S Vision Inc • Retail-retail stores, nec • Texas
Contract Type FiledOctober 29th, 1997 Company Industry Jurisdiction
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT made on this day of November, 1995, by and between REID V. EIKNER, a resident of Timonium, Maryland (hereinafter "Executive"), and U.S. Vision, Inc., a company organized under the laws of the Commonwealth...Employment Agreement • October 29th, 1997 • U S Vision Inc • Retail-retail stores, nec • Maryland
Contract Type FiledOctober 29th, 1997 Company Industry Jurisdiction
RECITALSEmployment Agreement • October 29th, 1997 • U S Vision Inc • Retail-retail stores, nec • Texas
Contract Type FiledOctober 29th, 1997 Company Industry Jurisdiction
Jobson Optical Group 100 Avenue of the Americas New York, New York 10013-1678U S Vision Inc • November 17th, 1997 • Retail-retail stores, nec
Company FiledNovember 17th, 1997 Industry
EXHIBIT 4.3Nonstatutory Stock Option Agreement • June 18th, 1999 • U S Vision Inc • Retail-retail stores, nec
Contract Type FiledJune 18th, 1999 Company Industry
RECITALSEmployment Severance Agreement • April 30th, 1999 • U S Vision Inc • Retail-retail stores, nec • Texas
Contract Type FiledApril 30th, 1999 Company Industry Jurisdiction
AMENDMENT TO SUBORDINATED PROMISSORY NOTE PURCHASE AGREEMENTSubordinated Promissory Note Purchase Agreement • October 29th, 1997 • U S Vision Inc • Retail-retail stores, nec • Maryland
Contract Type FiledOctober 29th, 1997 Company Industry Jurisdiction
EXHIBIT 4.1Stock Option Agreement • June 18th, 1999 • U S Vision Inc • Retail-retail stores, nec • Pennsylvania
Contract Type FiledJune 18th, 1999 Company Industry Jurisdiction
FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is effected the 1st day of October, 1997, between U.S. Vision, Inc., a Delaware corporation (the "Corporation") and _______________ ("Director").Form of Indemnification Agreement • October 29th, 1997 • U S Vision Inc • Retail-retail stores, nec • Delaware
Contract Type FiledOctober 29th, 1997 Company Industry Jurisdiction
PARTICIPATING PROVIDER AGREEMENT -------------------------------- This Agreement, dated as of June 1, 1997 ("Commencement Date"), is between U.S. VISION, INC., a Delaware corporation ("USV") with its principal place of business located at 10 Harmon...Participating Provider Agreement • September 17th, 1997 • U S Vision Inc • Ohio
Contract Type FiledSeptember 17th, 1997 Company Jurisdiction
OPTICALLease Agreement • October 29th, 1997 • U S Vision Inc • Retail-retail stores, nec • Illinois
Contract Type FiledOctober 29th, 1997 Company Industry Jurisdiction
EXHIBIT 4.2Nonstatutory Stock Option Agreement • June 18th, 1999 • U S Vision Inc • Retail-retail stores, nec
Contract Type FiledJune 18th, 1999 Company Industry
3- 4 COMPANY AND THE WARRANTHOLDER NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE...U S Vision Inc • September 13th, 2000 • Retail-retail stores, nec • Delaware
Company FiledSeptember 13th, 2000 Industry Jurisdiction
Exhibit 10.5 LICENSED DEPARTMENT AGREEMENT AGREEMENT made as of this 1st day of February, 1995 between J. C. PENNEY COMPANY, INC., a Delaware corporation having its principal place of business at 6501 Legacy Drive, Plano, Texas, 75024-3698...Licensed Department Agreement • October 29th, 1997 • U S Vision Inc • Retail-retail stores, nec • Texas
Contract Type FiledOctober 29th, 1997 Company Industry Jurisdiction
RECITALSSubordinated Promissory Note Purchase Agreement • October 29th, 1997 • U S Vision Inc • Retail-retail stores, nec • Maryland
Contract Type FiledOctober 29th, 1997 Company Industry Jurisdiction
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT made on this 16th day of September, 1996, by and between GEORGE GORMAN, a resident of Springfield, Pennsylvania (hereinafter "Executive"), and U.S. Vision, Inc., a company organized under the laws of the...Employment Agreement • October 29th, 1997 • U S Vision Inc • Retail-retail stores, nec • New Jersey
Contract Type FiledOctober 29th, 1997 Company Industry Jurisdiction
FORM OF NONSTATUTORY STOCK OPTION AGREEMENT This Nonstatutory Stock Option Agreement ("Agreement") is made this _____ day of October, 1997, by and between U.S. Vision, Inc., a Delaware corporation (hereinafter called the "Company"), and...Form of Nonstatutory Stock Option Agreement • October 29th, 1997 • U S Vision Inc • Retail-retail stores, nec
Contract Type FiledOctober 29th, 1997 Company Industry