1 Exhibit 2.1 STOCK PURCHASE AGREEMENT Dated as of August 15, 1996Stock Purchase Agreement • June 10th, 1998 • Eye Care Centers of America Inc • Retail-retail stores, nec • New York
1 EXHIBIT 10.1 EYE CARE CENTERS OF AMERICA, INC. STOCKHOLDERS' AGREEMENT EYE CARE CENTERS OF AMERICA, INC. STOCKHOLDERS' AGREEMENT TABLE OF CONTENTSStockholders' Agreement • June 10th, 1998 • Eye Care Centers of America Inc • Retail-retail stores, nec • Massachusetts
1 EYE CARE CENTERS OF AMERICA, INC. $100,000,000 9 1/8% Senior Subordinated Notes due 2008 $50,000,000 Floating Interest RatePurchase Agreement • June 10th, 1998 • Eye Care Centers of America Inc • Retail-retail stores, nec • New York
EXHIBIT 10.20 CREDIT AGREEMENTCredit Agreement • June 10th, 1998 • Eye Care Centers of America Inc • Retail-retail stores, nec • New York
1 EXHIBIT 10.5 EYE CARE CENTERS OF AMERICA, INC. STOCK OPTION AGREEMENT UNDER 1998 STOCK OPTION PLAN NON-QUALIFIED STOCK OPTION -------------------------- AGREEMENT entered into this 24th day of April, 1998 by and between EYE CARE CENTERS OF AMERICA,...Stock Option Agreement • June 10th, 1998 • Eye Care Centers of America Inc • Retail-retail stores, nec
1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement ("Agreement"), dated as of September 30, 1997, by and among Eye Care Centers of America, Inc., a Texas corporation (the "Purchaser"), Dr. Robert A. Samit ("Samit") and Dr. Michael Davidson...Stock Purchase Agreement • June 10th, 1998 • Eye Care Centers of America Inc • Retail-retail stores, nec • Delaware
1 EXHIBIT 10.4 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of April 24, 1998 by and between Eye Care Centers of America, Inc., a Texas corporation (the "Company"), and Bernard W. Andrews ("Executive"). WHEREAS, the Company desires the benefit...Employment Agreement • June 10th, 1998 • Eye Care Centers of America Inc • Retail-retail stores, nec
MASTER LEASE AGREEMENTMaster Lease Agreement • June 10th, 1998 • Eye Care Centers of America Inc • Retail-retail stores, nec • Utah
1 Ex. 4.5 REGISTRATION RIGHTS AGREEMENT Dated as of April 24, 1998Registration Rights Agreement • June 10th, 1998 • Eye Care Centers of America Inc • Retail-retail stores, nec • New York
1 Exhibit 2.4 AMENDMENT NO. 1 TO THE RECAPITALIZATION AGREEMENT AMENDMENT NO. 1, dated as of April 23, 1998 (this "Amendment"), to the Recapitalization Agreement, dated as of March 6, 1998 (the "Agreement"), among ECCA Merger Corp., a Delaware...Recapitalization Agreement • June 10th, 1998 • Eye Care Centers of America Inc • Retail-retail stores, nec
3 - 4 and the Company. No waiver on any one occasion shall extend to or effect or be construed as a waiver of any right or remedy on any future occasion. No course of dealing of any person nor any delay or omission in exercising any right or remedy...Management Agreement • June 10th, 1998 • Eye Care Centers of America Inc • Retail-retail stores, nec • Massachusetts
1 Exhibit 10.15 COMMERCIAL LEASE AGREEMENT THIS LEASE AGREEMENT (this "lease" or "Lease"), made and entered into by and between JOHN D. BYRAM, DALLAS MINI #262, LTD., a Texas limited partnership, and DALLAS MINI #343, LTD., a Texas limited...Commercial Lease Agreement • June 10th, 1998 • Eye Care Centers of America Inc • Retail-retail stores, nec
WITNESSETH:Employment Agreement • June 10th, 1998 • Eye Care Centers of America Inc • Retail-retail stores, nec
1 EXHIBIT 10.14 THIRD AMENDMENT TO CONTRACT FOR PURCHASE AND SALE This Third Amendment to Contract For Purchase and Sale ("Third Amendment") is made and entered into effective as of July 10, 1997, by and between EYE CARE CENTERS OF AMERICA, INC., a...Contract for Purchase and Sale • June 10th, 1998 • Eye Care Centers of America Inc • Retail-retail stores, nec
3 - 4 5. Tenders of Initial Notes may be made only as set forth in the Letter of Transmittal. Any additional handling, copying or retention requests from the Company shall be at the Company's expense. The issuance of the Exchange Notes shall only be...Exchange Agent Agreement • June 10th, 1998 • Eye Care Centers of America Inc • Retail-retail stores, nec • New York
1 Exhibit 10.7 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated (March 24, 1997) by and between EYE CARE CENTERS OF AMERICA, INC., a Texas corporation (the "Company") and Michele Benoit ("Executive"). WHEREAS, the Company desires to employ Executive...Employment Agreement • June 10th, 1998 • Eye Care Centers of America Inc • Retail-retail stores, nec • Texas
RECITALSProfessional Business Management Agreement • June 10th, 1998 • Eye Care Centers of America Inc • Retail-retail stores, nec • Virginia
RECITALSRetail Business Management Agreement • June 10th, 1998 • Eye Care Centers of America Inc • Retail-retail stores, nec
2 - 3 8. Termination. Notwithstanding Section 1, this Agreement shall terminate automatically upon the death or disability of Executive.Employment Agreement and Non-Competition Agreement • June 10th, 1998 • Eye Care Centers of America Inc • Retail-retail stores, nec • Texas
