February 10, 1997
Xxxxxx X. Xxxxxx
000 Xxxxxx Xxxxxx Xxxxx
Xxxx Xxxxx, XX 00000
Re: Employment Agreement dated February 27, 1992, as
amended by Letter Agreement dated May 16, 1995
(collectively, the "Employment Agreement") between
National Vision Associates, Ltd. ("NVAL") and
Xxxxxx X. Xxxxxx ("Weiner")
Dear Ed:
As you know, you and the Company have, after discussion, mutually
agreed to replace the Employment Agreement with a Noncompetition
Agreement described below. Our agreement is as follows:
1. Termination of Employment Agreement. Effective February 10,
1997, the Employment Agreement is terminated and of no force
and effect.
2. Noncompetition. From February 10, 1997, through and until
March 1, 2000, Weiner shall not, without the approval of the
Board of Directors of NVAL, directly or indirectly seek,
obtain employment or provide consulting or other services
with respect to the retail optical business within the
United States or Mexico, and shall not hire or induce or
solicit to leave employment with NVAL, for himself or on
behalf of any other person or entity, anyone who is or was,
during the 12 months prior to Weiner's termination of
employment with NVAL, an employee of NVAL.
3. Consideration. As consideration for the Noncompetition
Agreement granted by Weiner pursuant to Section 2 above,
NVAL shall pay Weiner no later than February 12, 1997, the
amount of $483,809.
4. COBRA Payments. From the date medical benefits are
terminated under the Employment Agreement until the earlier
of (a) 18 months following such date and (b) the date Weiner
notifies NVAL that Weiner has obtained alternative medical
insurance for himself, NVAL shall make COBRA payments on
behalf of Weiner, who hereby elects such coverage.
The Company wishes to express its gratitude to you for your many
contributions.
Please sign the enclosed copy of this letter and return it to me
to indicate your agreement.
We wish you every continued success.
Very truly yours,
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Accepted and Agreed:
/s/ Xxxxxx X. Xxxxxx
__________________________
Xxxxxx X. Xxxxxx