Exhibit 10.2 AGREEMENT AND PLAN OF MERGER Dated as of August 22, 2005,Agreement and Plan of Merger • August 23rd, 2005 • Refac • Patent owners & lessors • Delaware
STOCK OPTION AGREEMENT UNDER REFAC'S 2003 STOCK INCENTIVE PLANStock Option Agreement • June 24th, 2005 • Refac • Patent owners & lessors • Delaware
Exhibit 1 THIS LEASE AGREEMENT, made the 30th day of October 1998, BETWEEN 115 RIVER ROAD, L.L.C. LANDLORD residing or located at 115 River Road in the Borough of Edgewater in the County of Bergen and State of New Jersey, herein designated as the...Lease Agreement • November 12th, 1998 • Refac Technology Development Corp • Patent owners & lessors • New York
Exhibit 10.5 STOCK PURCHASE AGREEMENT ------------------------ THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of June 20, 2005 by and between Refac, a Delaware corporation (the "Company"), and Cole Limited, Inc., a corporation formed...Stock Purchase Agreement • June 24th, 2005 • Refac • Patent owners & lessors • New York
EXHIBIT 2.1 __________________________________________________ AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 10th, 1997 • Refac Technology Development Corp • Patent owners & lessors • New York
Exhibit 10.3 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement"), dated this 20th day of June 2005 (the "Effective Date"), by and between REFAC, a Delaware corporation (the "Corporation") having its principal offices at One Bridge Plaza,...Consulting Agreement • June 24th, 2005 • Refac • Patent owners & lessors • New York
Exhibit 10.4 STOCK OPTION AGREEMENT ---------------------- STOCK OPTION AGREEMENT (this "Agreement") entered into as of June 20, 2005 by and between REFAC, a Delaware corporation, and COLE LIMITED, INC., a Florida corporation (the "Optionee")....Stock Option Agreement • June 24th, 2005 • Refac • Patent owners & lessors • Delaware
Exhibit 10.1 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into by and between J. David Pierson (the "Executive") and REFAC, a Delaware corporation (the "Company") as of June 20, 2005 (the "Commencement...Employment Agreement • June 24th, 2005 • Refac • Patent owners & lessors • Delaware
Exhibit 10.1 AGREEMENT AND PLAN OF MERGER Dated as of August 22, 2005,Agreement and Plan of Merger • August 23rd, 2005 • Refac • Patent owners & lessors • Delaware
Exhibit 10(c) EMPLOYMENT AGREEMENT -------------------- AGREEMENT, made this 25th day of November, 1997, by and between Human Factors Industrial Design, Inc. ("HFID") and Douglas M. Spranger (the "Executive"). WHEREAS, REFAC Technology Development...Employment Agreement • March 31st, 1999 • Refac Technology Development Corp • Patent owners & lessors • New York
RETIREMENT AGREEMENT BETWEEN EUGENE M. LANGRetirement Agreement • December 20th, 1996 • Refac Technology Development Corp • Patent owners & lessors • New York
W I T N E S S E T H: - - - - - - - - - -Employment Agreement • March 31st, 1999 • Refac Technology Development Corp • Patent owners & lessors
AGREEMENTAgreement • November 30th, 2006 • Refac Optical Group • Patent owners & lessors • Delaware
ARTICLE II REPRESENTATIONS AND WARRANTIES OF EACH SELLERStock Repurchase Agreement • December 20th, 1996 • Refac Technology Development Corp • Patent owners & lessors • New York
Exhibit 10.14 AMENDMENT TO EMPLOYMENT AGREEMENT AMENDMENT to the Employment Agreement (the "Employment Agreement"), dated April 1, 2005, between Refac Optical Group (formerly known as Refac and referred to hereunder as "Refac") and Raymond A....Employment Agreement • March 31st, 2006 • Refac Optical Group • Patent owners & lessors
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 31st, 2006 • Refac Optical Group • Patent owners & lessors
BETWEENEmployment Agreement • April 1st, 2002 • Refac • Patent owners & lessors • New York
EXHIBIT 10 AGREEMENT ---------Exhibit 10 • August 13th, 2001 • Refac • Patent owners & lessors • New Jersey
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 31st, 2006 • Refac Optical Group • Patent owners & lessors
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 31st, 2006 • Refac Optical Group • Patent owners & lessors
ARTICLE II Representations and Warranties . . . . . . . . . . 6Asset Purchase Agreement • November 3rd, 1999 • Refac • Patent owners & lessors • New Jersey
FIFTH AMENDMENT TO LICENSED DEPARTMENT AGREEMENTDepartment Agreement • March 31st, 2006 • Refac Optical Group • Patent owners & lessors
BETWEENEmployment Agreement • April 6th, 2005 • Refac • Patent owners & lessors • New York
2.4 TRANSFER. REFAC shall deliver certificates for Common Stock bought under an Option as soon as practicable after receiving payment for the Common Stock and for any taxes under Section 2.3, and all documents required under the Stock Purchase...Stock Option Agreement • April 12th, 1999 • Refac Technology Development Corp • Patent owners & lessors • New York
FIFTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN ROBERT L. TUCHMAN AND REFAC Dated as of November 7, 2003Employment Agreement • November 12th, 2003 • Refac • Patent owners & lessors • New York
THIS FIFTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) made as of November 7, 2003 (the “Effective Date”) between REFAC, a Delaware corporation (“REFAC”), and Robert L. Tuchman (“TUCHMAN”).
By and Among U.S. VISION, INC., STYL-RITE OPTICAL MFG. CO., INC., USV OPTICAL, INC., U.S. VISION HOLDINGS, INC., 9072-8411 QUEBEC, INC., d/b/a, Optik Pro Baie 2000, and HEALTH EYE CARE STATISTICS, INC. as Obligors andLoan and Security Agreement • March 31st, 2006 • Refac Optical Group • Patent owners & lessors • New Jersey
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT AND REAL ESTATE LOAN AGREEMENTLoan and Security Agreement and Real Estate Loan Agreement • March 31st, 2006 • Refac Optical Group • Patent owners & lessors
IN WITNESS WHEREOF, REFAC has caused this Agreement to be duly executed by its officer thereunder duly authorized and the Optionee has hereunto set his hand, all as of the day and year set forth above. REFAC TECHNOLOGY DEVELOPMENT CORPORATION By...Form of Stock Option Agreement Stock Option Agreement • April 12th, 1999 • Refac Technology Development Corp • Patent owners & lessors • Delaware
SIXTH AMENDMENT TO LICENSED DEPARTMENT AGREEMENTLicensed Department Agreement • January 19th, 2007 • Refac Optical Group • Patent owners & lessors
This Sixth Amendment to Licensed Department Agreement (the “Amendment”) is entered into this 8th day of January, 2007 (“Effective Date”) between U.S. Vision, Inc., a Delaware corporation having its principal place of business at Glen Oaks Industrial Park, PO Box 124, Glendora, New Jersey (hereinafter “Operator"), and J.C. Penney Corporation, Inc., formerly J.C. Penney Company, Inc. by its agent JCP Procurement L.P., ("Penney") with its principal place of business located at 6501 Legacy Drive, Plano, Texas 75024.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 31st, 2003 • Refac • Patent owners & lessors • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of March 28, 2003 by and among REFAC, a Delaware corporation (the “Company”), and Palisade Concentrated Equity Partnership, L.P., a Delaware limited partnership (the “Purchaser”).
COLE VISION December 19, 2003 Mr. William A. Schwartz Chief Executive Officer U.S. Vision, Inc. One Harmon Drive Glendora, New Jersey 08029 Re: Third Amendment to Participating Provider Agreement Dear Mr. Schwartz. The parties entered into the...Refac Optical Group • March 31st, 2006 • Patent owners & lessors
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer and the Optionee has hereunto set his hand, all as of the day and year set forth above. REFAC TECHNOLOGY DEVELOPMENT CORPORATION By...Option and Incentive Plan Nonqualified Stock Option Agreement • April 12th, 1999 • Refac Technology Development Corp • Patent owners & lessors • Delaware
EXHIBIT 10(d) AGREEMENT ---------Refac • March 30th, 2000 • Patent owners & lessors • New York
Exhibit 10.42 COLE MANAGED VISION February 6, 2004 Mr. William A. Schwartz Chief Executive Officer U.S. Vision, Inc. One Harmon Drive Glendora, New Jersey 08029 Re: Fourth Amendment to Vision Care Agreement Dear Bill: The parties entered into the...Refac Optical Group • March 31st, 2006 • Patent owners & lessors
Exhibit 99.2 ------------ 1990 STOCK OPTION AND INCENTIVE PLAN OF REFAC TECHNOLOGY DEVELOPMENT CORPORATION STOCK OPTION AGREEMENT This STOCK OPTION AGREEMENT (the "Agreement") is between REFAC TECHNOLOGY DEVELOPMENT CORPORATION, a Delaware corporation...Stock Option Agreement • April 12th, 1999 • Refac Technology Development Corp • Patent owners & lessors • New York
