1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of February ___, 1998, between 1-800 CONTACTS, INC., a Delaware corporation (the "Company"), and Robert G. Hunter (the "Executive"). This Agreement shall be deemed to be...Employment Agreement • January 16th, 1998 • 1 800 Contacts Inc • Optical instruments & lenses • Delaware
1 1-800 CONTACTS, INC. STOCK OPTION AGREEMENT (Nonqualified Stock Option) THIS STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as of __________ __, 1997, by and between 1-800 CONTACTS, INC., a Utah corporation (the "Company"), and...Stock Option Agreement • January 16th, 1998 • 1 800 Contacts Inc • Optical instruments & lenses • Utah
SECOND AMENDMENT TO LEASE AGREEMENT THIS SECOND AMENDMENT TO LEASE AGREEMENT ("Second Amendment") is entered into as of the 1st day of March 2002 by and between ProLogis North American Properties Fund I LLC, a Delaware Limited Liability Company (the...Lease Agreement • March 29th, 2002 • 1 800 Contacts Inc • Optical instruments & lenses
1 EXHIBIT 10.10 INDEMNIFICATION AGREEMENT This Agreement, dated as of February __, 1998, is made by and between 1-800 CONTACTS, INC., a Delaware corporation (the "Company"), and who is currently serving as an officer and/or director of the Company...Indemnification Agreement • February 3rd, 1998 • 1 800 Contacts Inc • Optical instruments & lenses • Delaware
Net Lease] LEASE AGREEMENTLease Agreement • April 2nd, 1999 • 1 800 Contacts Inc • Optical instruments & lenses
BORROWER: 1-800 CONTACTS, INC. LENDER: ZIONS FIRST NATIONAL BANK 13751 SOUTH WADSWORTH PK DRIVE, HEAD OFFICE/COMMERCIAL LOANS SUITE D-140 #1 SOUTH MAIN STREET DRAPER, UT 84020 P.O. BOX 25822 SALT LAKE CITY, UT 84125Loan Agreement • February 3rd, 1998 • 1 800 Contacts Inc • Optical instruments & lenses • Utah
1 2,200,000 SHARES 1-800 CONTACTS, INC. (A DELAWARE CORPORATION) COMMON STOCK (PAR VALUE $.01 PER SHARE) UNDERWRITING AGREEMENT ------------------------------, 1998 McDONALD & COMPANY SECURITIES, INC. MORGAN KEEGAN & COMPANY, INC. as Representatives...Underwriting Agreement • February 3rd, 1998 • 1 800 Contacts Inc • Optical instruments & lenses • Ohio
FIFTH AMENDMENT TO LEASE THIS FIFTH AMENDMENT TO LEASE ("5th Amendment"), dated this 17 day of January, 2001, is entered into by and between DRAPER LAND LIMITED PARTNERSHIP No. 2, a Utah limited partnership ("Landlord"), and 1-800 CONTACTS, INC., a...Lease • March 30th, 2001 • 1 800 Contacts Inc • Optical instruments & lenses
1C. Registration Statement. The Company has filed with the ---------------------- Commission a post-effective amendment No. 1 to its registration statement on Form S-1 (No. 333-80289), including the related preliminary prospectus, for the registration...Securities Purchase Agreement • August 31st, 1999 • 1 800 Contacts Inc • Optical instruments & lenses • Delaware
EXHIBIT 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "AGREEMENT") is made as of February 9, 2002 between 1-800 CONTACTS, INC., a Delaware corporation (the "COMPANY"), and Scott S. Tanner (the "EXECUTIVE"). This Agreement shall be deemed...Employment Agreement • May 14th, 2002 • 1 800 Contacts Inc • Optical instruments & lenses • Utah
UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • August 10th, 1999 • 1 800 Contacts Inc • Optical instruments & lenses • California
EXHIBIT 10.1 LOAN AGREEMENT Between ZIONS FIRST NATIONAL BANK Lender and 1-800 CONTACTS, INC. Borrower Effective Date: July 22, 2002 LOAN AGREEMENT Table of ContentsSecurity Agreement • August 8th, 2002 • 1 800 Contacts Inc • Optical instruments & lenses • Utah
EXHIBIT 2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 8th, 2002 • 1 800 Contacts Inc • Optical instruments & lenses • Utah
AGREEMENT AND PLAN OF MERGER Among ALTA PARENT CORP., ALTA ACQUISITION CORP. and 1-800 CONTACTS, INC. Dated as of June 3, 2007Agreement and Plan of Merger • June 4th, 2007 • 1 800 Contacts Inc • Retail-catalog & mail-order houses • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 3, 2007 (this “Agreement”), among Alta Parent Corp., a Delaware corporation (“Parent”), Alta Acquisition Corp., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”), and 1-800 Contacts, Inc., a Delaware corporation (the “Company”).
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of February ___, 1998, between 1-800 CONTACTS, INC., a Delaware corporation (the "Company"), and John F. Nichols (the "Executive"). This Agreement shall be deemed to be...Employment Agreement • January 16th, 1998 • 1 800 Contacts Inc • Optical instruments & lenses • Delaware
1 Exhibit 10.7 COMMERCIAL LEASE THIS LEASE (the "Lease") dated this 3rd day of November, 1997, is entered into by and between DRAPER LAND LIMITED PARTNERSHIP NO. 2, a Utah limited partnership ("Landlord"), and 1-800-LENS-NOW, INC. DBA 1-800-CONTACTS,...Commercial Lease • February 3rd, 1998 • 1 800 Contacts Inc • Optical instruments & lenses • Utah
FIRST AMENDMENT TO LOAN AGREEMENT This First Amendment to Loan Agreement (the "Amendment") is executed this 17th day of September, 1999, by and between 1-800 Contacts, Inc. also known as 1-800 Contacts, (Delaware), Inc. ("Borrower") and ZIONS NATIONAL...Loan Agreement • March 31st, 2000 • 1 800 Contacts Inc • Optical instruments & lenses • Utah
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2006 • 1 800 Contacts Inc • Retail-catalog & mail-order houses • Utah
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of March 28, 2006 between 1-800 CONTACTS, INC., a Delaware corporation (the “Company”), and Jonathan Coon (the “Executive”). This Agreement shall be effective as of March 30, 2006 (the “Effective Date”).
1 Exhibit 10.6 COMMERCIAL LEASE THIS LEASE (the "Lease") dated this 4th day of September, 1996, is entered into by and between DRAPER LAND PARTNERSHIP II, a Utah limited partnership ("Landlord"), and 1-800-LENS NOW, INC., d.b.a. 1-800-CONTACTS (it is...Commercial Lease • February 3rd, 1998 • 1 800 Contacts Inc • Optical instruments & lenses • Utah
EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2005 • 1 800 Contacts Inc • Retail-catalog & mail-order houses • Utah
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of February 21, 2005 between 1-800 CONTACTS, INC., a Delaware corporation (the "Company"), and John R. Murray (the "Executive"). This Agreement shall be deemed to be effective as of February 21, 2005 (the "Effective Date").
EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2003 • 1 800 Contacts Inc • Retail-catalog & mail-order houses • Utah
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of September 12, 2003 between 1-800 CONTACTS, INC., a Utah corporation (the “Company”), and Brian Bethers (the “Executive”). This Agreement shall be deemed to be effective as of July 9, 2003 (the “Effective Date”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 13th, 2003 • 1 800 Contacts Inc • Optical instruments & lenses • Utah
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into effective as of the 30th day of January, 2003, by and among 1-800 CONTACTS, INC., a Delaware corporation (the "Company"), and CAMELOT VENTURES/CJ, L.L.C. d/b/a LENS 1st, a Michigan limited liability company, and LENS EXPRESS LLC, a Michigan limited liability company (collectively the "Investors").
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 30th, 2006 • 1 800 Contacts Inc • Retail-catalog & mail-order houses • Delaware
This Restricted Stock Agreement, dated as of March 27, 2006 (the “Grant Date”) between 1-800 CONTACTS, INC., a Delaware corporation (the “Company”), and the employee of the Company listed on the signature page hereto (the “Grantee”).
EIGHTH AMENDMENT TO LEASELease • November 10th, 2003 • 1 800 Contacts Inc • Retail-catalog & mail-order houses
THIS EIGHTH AMENDMENT TO LEASE (“Eighth Amendment”) is made and entered into by and between Draper Land Limited Partnership No. 2, a Utah limited partnership (“Landlord”) and 1-800 CONTACTS, INC., a Delaware corporation (“Tenant”).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 17th, 2005 • 1 800 Contacts Inc • Retail-catalog & mail-order houses • Utah
This Restricted Stock Agreement, dated as of (the "Grant Date") between 1-800 CONTACTS, INC., a Delaware corporation (the "Company"), and the employee of the Company listed on the signature page hereto (the "Grantee").
RESTATED LOAN AGREEMENT Between ZIONS FIRST NATIONAL BANK Lender and 1-800 CONTACTS, INC. Borrower Effective Date: February 27, 2004Loan Agreement • March 18th, 2004 • 1 800 Contacts Inc • Retail-catalog & mail-order houses • Utah
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
SEVENTH AMENDMENT TO LEASE1 800 Contacts Inc • May 13th, 2003 • Optical instruments & lenses
THIS SEVENTH AMENDMENT TO LEASE ("Seventh Amendment") is made and entered into by and between Draper Land Limited Partnership No. 2, a Utah limited partnership ("Landlord") and 1-800 CONTACTS, INC., a Delaware corporation ("Tenant").
STOCK CONTRIBUTION AGREEMENTStock Contribution Agreement • May 16th, 2006 • 1 800 Contacts Inc • Retail-catalog & mail-order houses • Delaware
This Stock Contribution Agreement (“Agreement”) is dated as of May 16, 2006, and is made by and among 1-800 CONTACTS, INC., a Delaware corporation (the “Company”), and Jonathan C. Coon (“JCC”).
Rollover Equity1 800 Contacts Inc • June 26th, 2007 • Retail-catalog & mail-order houses
We refer to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), among 1-800 Contacts, Inc., a Delaware corporation (the “Company”), Alta Parent Corp., a Delaware corporation (“Parent”), and Alta Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”), which provides for the merger of Sub with and into the Company, with the Company as the surviving corporation (the “Merger”). Parent has been formed by Fenway Partners Capital Fund III, L.P. and certain of its affiliates (collectively “Fenway”) for the purpose of the transactions contemplated by the Merger Agreement.
ROLLOVER AGREEMENTRollover Agreement • August 13th, 2007 • 1 800 Contacts Inc • Retail-catalog & mail-order houses • New York
ROLLOVER AGREEMENT, dated as of August 9, 2007 (this “Agreement”), by and among ALTA PARENT CORP., a Delaware corporation (“Parent”), and the other individuals and entities named on Schedule I hereto (each a “Rollover Investor” and collectively, the “Rollover Investors” ).
ARTICLE I1 800 Contacts Inc • January 16th, 1998 • Optical instruments & lenses • Utah
EMPLOYMENT AGREEMENTEmployment Agreement • March 18th, 2004 • 1 800 Contacts Inc • Retail-catalog & mail-order houses • Utah
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of December 1, 2002 between 1-800 CONTACTS, INC., a Delaware corporation (the “Company”), and Graham David Mullis (the “Executive”). This Agreement shall be deemed to be effective as of December 1, 2002 (the “Effective Date”), subject to the Company’s background check being verified to the Company’s good faith satisfaction.
NON-CANCELABLE LEASE AGREEMENTNon-Cancelable Lease Agreement • February 3rd, 1998 • 1 800 Contacts Inc • Optical instruments & lenses
ASSET PURCHASE AGREEMENT by and among 1-800 CONTACTS, INC. and CLEARLAB INTERNATIONAL, PTE. LTD. and STEPHEN D. NEWMAN (for the limited purposes set forth herein) - on the one part and MENICON CO., LTD. - on the other part May 24, 2007Asset Purchase Agreement • August 14th, 2007 • 1 800 Contacts Inc • Retail-catalog & mail-order houses • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 24th day of May, 2007, by and among MENICON CO., LTD., a Japanese corporation having an address at 3-21-19, Aoi, Naka-Ku, Nagoya, 460-0006 Japan (“Menicon”), 1-800 CONTACTS, INC., a Delaware corporation having an address at 66 East Wadsworth Park Drive, Draper, Utah 84020 (“Contacts”), and CLEARLAB INTERNATIONAL, PTE. LTD, a Singapore corporation having an address at 139 Joo Seng Road #01-01, Singapore 368362 (“ClearLab Singapore”) (hereinafter, Contacts and ClearLab Singapore are collectively referred to as the “Contacts Parties”). For purposes of Sections 3, 6, 8, and 11 of this Agreement, STEPHEN D. NEWMAN, an individual having an address at 139 Joo Seng Road #01-01, Singapore 368362 Singapore (“Steve Newman”) joins this Agreement as a party and provides the acknowledgement to Menicon set forth on the signature page hereto.
designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. PURCHASE AGREEMENT by and among 1-800 CONTACTS, INC. and CLEARLAB INTERNATIONAL,...Purchase Agreement • August 14th, 2007 • 1 800 Contacts Inc • Retail-catalog & mail-order houses • Delaware
This PURCHASE AGREEMENT (together with all exhibits and schedules attached hereto, this “Agreement”) is made and entered into as of the 25th day of May, 2007, by and among CLEARLAB SG, PTE. LTD a wholly-owned subsidiary of MI GWANG CONTACT LENS CO., LTD., a Korean corporation, having an address at 116-2 Hyub Suk Lee, Nam Chun Myun, Kyung-San City, Kyung Buk, South Korea (collectively, “Mi Gwang”), MI GWANG CONTACT LENS CO., LTD., as guarantor to all obligations of CLEARLAB SG, PTE. LTD hereunder, 1-800 CONTACTS, INC., a Delaware corporation, having an address at 66 East Wadsworth Park Drive, Draper, Utah 84020 (“Contacts”) and CLEARLAB INTERNATIONAL, PTE. LTD (Company registration no.: 200202219W), a Singapore corporation, having an address at 139 Joo Seng Road #01-01, Singapore 368362 (“ClearLab”). Contacts and ClearLab shall be referred to herein collectively as the “Contacts Parties”.
