EXHIBIT 10.2 COLE NATIONAL GROUP, INC. 8 7/8% SENIOR SUBORDINATED NOTES DUE 2012Indenture • June 13th, 2002 • Cole National Corp /De/ • Retail-retail stores, nec • New York
1 EXHIBIT 10.7 COLE NATIONAL CORPORATION NONEMPLOYEE DIRECTOR EQUITY AND DEFERRED COMPENSATION PLAN PARTICIPATION AGREEMENTParticipation Agreement • September 16th, 1997 • Cole National Corp /De/ • Retail-retail stores, nec
BETWEENMerger Agreement • January 27th, 2004 • Cole National Corp /De/ • Retail-retail stores, nec • Delaware
PURCHASE AGREEMENTPurchase Agreement • December 2nd, 1996 • Cole National Corp /De/ • Retail-retail stores, nec
1 EXHIBIT 4.1 RIGHTS AGREEMENT Dated as of November 22, 1999 By and Between Cole National CorporationRights Agreement • November 24th, 1999 • Cole National Corp /De/ • Retail-retail stores, nec • Delaware
August 21, 1997Rights Agreement • August 22nd, 1997 • Cole National Corp /De/ • Retail-retail stores, nec • Delaware
ARTICLE I AMENDMENT TO MERGER AGREEMENTAgreement and Plan of Merger • June 2nd, 2004 • Cole National Corp /De/ • Retail-retail stores, nec
Exhibit 10.2 EMPLOYMENT AGREEMENT AGREEMENT, dated as of the 3RD day of September, 2003 (this "Agreement"), by and between COLE NATIONAL CORPORATION, a DELAWARE corporation (the "Company"), and LESLIE D. DUNN (the "Executive"). WHEREAS, the Board of...Employment Agreement • December 15th, 2003 • Cole National Corp /De/ • Retail-retail stores, nec • Ohio
Exhibit 10.4 COLE NATIONAL CORPORATION Nonqualified Stock Option Agreement This Nonqualified Stock Option Agreement (this "Agreement") is entered into between the individual optionee named on the signature page hereof (the "Optionee") and Cole...Nonqualified Stock Option Agreement • September 17th, 2002 • Cole National Corp /De/ • Retail-retail stores, nec
1 Exhibit 10.52 COLE NATIONAL CORPORATION EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (as amended, modified or otherwise supplemented from time to time, the "AGREEMENT") is entered into as of January 18, 2000 (the "EFFECTIVE DATE") between Cole...Employment Agreement • April 28th, 2000 • Cole National Corp /De/ • Retail-retail stores, nec • Ohio
SEVENTH AMENDMENTCredit Agreement • April 28th, 2000 • Cole National Corp /De/ • Retail-retail stores, nec • New York
Exhibit 10.3 COLE NATIONAL CORPORATION Restricted Stock Agreement THIS RESTRICTED STOCK AGREEMENT is made by and between Cole National Corporation, a Delaware corporation (the "COMPANY"), and Lawrence E. Hyatt, an individual (the "GRANTEE")....Restricted Stock Agreement • September 17th, 2002 • Cole National Corp /De/ • Retail-retail stores, nec • Ohio
August 21, 1997Rights Agreement • August 22nd, 1997 • Cole National Corp /De/ • Retail-retail stores, nec • Delaware
ARTICLE I AMENDMENT TO MERGER AGREEMENTAgreement and Plan of Merger • July 15th, 2004 • Cole National Corp /De/ • Retail-retail stores, nec
1 Exhibit 10.50 SIXTH AMENDMENT AND WAIVER SIXTH AMENDMENT AND WAIVER, dated as of March 7, 2000 (this "AMENDMENT AND WAIVER"), to the Credit Agreement, dated as of November 15, 1996 (as amended, supplemented or otherwise modified from time to time,...Credit Agreement • April 28th, 2000 • Cole National Corp /De/ • Retail-retail stores, nec • New York
Exhibit 2.2 PURCHASE AGREEMENTPurchase Agreement • December 2nd, 1996 • Cole National Corp /De/ • Retail-retail stores, nec
Exhibit 10.59 October 14, 1999 Cole National Corporation 5915 Landerbrook Drive Mayfield Heights, OH 44124 Gentlemen: This letter agreement (the "1999 Letter Agreement") supplements and amends in part the letter agreement of April 9, 1993 between me...Salary Continuation Agreement • April 28th, 2000 • Cole National Corp /De/ • Retail-retail stores, nec
Recitals --------Rights Agreement • January 27th, 2004 • Cole National Corp /De/ • Retail-retail stores, nec • Delaware
1 Exhibit 4.3 RIGHTS AGREEMENT Dated as of November 22, 1999 By and Between Cole National CorporationRights Agreement • April 28th, 2000 • Cole National Corp /De/ • Retail-retail stores, nec • Delaware
1 Exhibit 99.1 CREDIT AGREEMENTCredit Agreement • December 2nd, 1996 • Cole National Corp /De/ • Retail-retail stores, nec • New York
1 Exhibit 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 2nd, 1996 • Cole National Corp /De/ • Retail-retail stores, nec • New York
RECITALSStandstill Agreement • April 28th, 2000 • Cole National Corp /De/ • Retail-retail stores, nec • Ohio
1 EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT Dated as of November 15, 1996Registration Rights Agreement • December 2nd, 1996 • Cole National Corp /De/ • Retail-retail stores, nec • New York
1 Exhibit 10.1 SECURED PROMISSORY NOTE ----------------------- $666,666.00 Date: November 17, 2000 FOR VALUE RECEIVED, the undersigned, Jeffrey A. Cole, ("Borrower"), hereby unconditionally promises to pay to the order of Cole National Corporation, a...Secured Promissory Note • December 7th, 2000 • Cole National Corp /De/ • Retail-retail stores, nec
WITNESSETH: -----------Split-Dollar Agreement • April 16th, 2002 • Cole National Corp /De/ • Retail-retail stores, nec • Ohio
WAIVER WAIVER (this "Waiver") dated as of May 9, 2003 to the Amended and Restated Credit Agreement, dated as of May 23, 2002 (as amended, supplemented or otherwise modified from time to time the "Credit Agreement among COLE VISION CORPORATION, a...Waiver • May 19th, 2003 • Cole National Corp /De/ • Retail-retail stores, nec • New York
LICENSE AGREEMENTLicense Agreement • May 2nd, 1997 • Cole National Corp /De/ • Retail-retail stores, nec • Illinois
Exhibit 10.67 ADDENDUM TO EMPLOYMENT AGREEMENT -------------------------------- This Addendum amends the Employment Agreement (the "Agreement") entered into as of December 17, 1998 among Cole National Corporation, a Delaware corporation ("Parent"),...Employment Agreement • April 28th, 2000 • Cole National Corp /De/ • Retail-retail stores, nec
FIFTH AMENDMENTCredit Agreement • September 14th, 1999 • Cole National Corp /De/ • Retail-retail stores, nec • New York
1 Exhibit 99.4 GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • December 2nd, 1996 • Cole National Corp /De/ • Retail-retail stores, nec • New York
1 Exhibit 10.57 December 22, 1999 Cole National Corporation 5915 Landerbrook Drive, Suite 300 Mayfield Heights, Ohio 44124 Gentlemen: In consideration of my employment as Vice President/Controller for Cole National Corporation and the benefits I...Employment Agreement • April 28th, 2000 • Cole National Corp /De/ • Retail-retail stores, nec
EIGHTH AMENDMENTCredit Agreement • September 11th, 2000 • Cole National Corp /De/ • Retail-retail stores, nec • New York
W I T N E S S E T H:Credit Agreement • December 15th, 2003 • Cole National Corp /De/ • Retail-retail stores, nec • New York
EXHIBIT 4.7 COLE NATIONAL CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT ------------------------------------- Cole National Corporation (the "COMPANY") hereby grants you, as an employee of the Company or a Subsidiary, the number of Restricted...Restricted Stock Unit Award Agreement • February 11th, 2002 • Cole National Corp /De/ • Retail-retail stores, nec • Ohio
AGREEMENT ---------Stock Pledge and Security Agreement • December 7th, 2000 • Cole National Corp /De/ • Retail-retail stores, nec • Delaware
