1 EXHIBIT 99.2 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 3rd, 2001 • U S Vision Inc • Retail-retail stores, nec • Delaware
RECITALSStockholders' Agreement • October 29th, 1997 • U S Vision Inc • Retail-retail stores, nec • Delaware
between RIO OPTICAL CORPORATION a Texas corporation ("Mortgagor"), --------- andSecurity Agreement • October 29th, 1997 • U S Vision Inc • Retail-retail stores, nec • Pennsylvania
4,000,000 Shares/1 Common Stock ($.01 par value per share)U S Vision Inc • October 29th, 1997 • Retail-retail stores, nec • New York
2,500,000 Shares /1 Common Stock ($.01 par value per share)U S Vision Inc • January 14th, 1998 • Retail-retail stores, nec • New York
AGREEMENTAgreement • November 8th, 2002 • U S Vision Inc • Retail-retail stores, nec • Ohio
EXHIBIT (b)(1) LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 8th, 2002 • U S Vision Inc • Retail-retail stores, nec • New Jersey
1 EXHIBIT 10.1 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of July 31, 1998Loan and Security Agreement • September 14th, 1998 • U S Vision Inc • Retail-retail stores, nec • Pennsylvania
EXHIBIT (B)(4) UNSECURED SUBORDINATED PROMISSORY NOTESubordination Agreement • November 8th, 2002 • U S Vision Inc • Retail-retail stores, nec • Delaware
RECITALSEmployment Agreement • April 30th, 1999 • U S Vision Inc • Retail-retail stores, nec • Texas
EXHIBIT 2 AGREEMENT AND PLAN OF MERGER BY AND BETWEEN KAYAK ACQUISITION CORP.Agreement and Plan of Merger • May 16th, 2002 • U S Vision Inc • Retail-retail stores, nec • Delaware
FIRST AMENDMENT TO MARKETING AGREEMENTMarketing Agreement • November 8th, 2002 • U S Vision Inc • Retail-retail stores, nec • New Jersey
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 2nd, 2002 • U S Vision Inc • Retail-retail stores, nec
RECITALSEmployment Agreement • October 29th, 1997 • U S Vision Inc • Retail-retail stores, nec • Texas
FIRST AMENDMENT TO INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • October 2nd, 2002 • U S Vision Inc • Retail-retail stores, nec
RECITALSEmployment Agreement • October 29th, 1997 • U S Vision Inc • Retail-retail stores, nec • Texas
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT made on this day of November, 1995, by and between REID V. EIKNER, a resident of Timonium, Maryland (hereinafter "Executive"), and U.S. Vision, Inc., a company organized under the laws of the Commonwealth...Employment Agreement • October 29th, 1997 • U S Vision Inc • Retail-retail stores, nec • Maryland
RECITALSEmployment Agreement • October 29th, 1997 • U S Vision Inc • Retail-retail stores, nec • Texas
Jobson Optical Group 100 Avenue of the Americas New York, New York 10013-1678U S Vision Inc • November 17th, 1997 • Retail-retail stores, nec
EXHIBIT 4.3Nonstatutory Stock Option Agreement • June 18th, 1999 • U S Vision Inc • Retail-retail stores, nec
RECITALSEmployment Severance Agreement • April 30th, 1999 • U S Vision Inc • Retail-retail stores, nec • Texas
AMENDMENT TO SUBORDINATED PROMISSORY NOTE PURCHASE AGREEMENTSubordinated Promissory Note Purchase Agreement • October 29th, 1997 • U S Vision Inc • Retail-retail stores, nec • Maryland
EXHIBIT 4.1Stock Option Agreement • June 18th, 1999 • U S Vision Inc • Retail-retail stores, nec • Pennsylvania
FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is effected the 1st day of October, 1997, between U.S. Vision, Inc., a Delaware corporation (the "Corporation") and _______________ ("Director").Form of Indemnification Agreement • October 29th, 1997 • U S Vision Inc • Retail-retail stores, nec • Delaware
PARTICIPATING PROVIDER AGREEMENT -------------------------------- This Agreement, dated as of June 1, 1997 ("Commencement Date"), is between U.S. VISION, INC., a Delaware corporation ("USV") with its principal place of business located at 10 Harmon...Participating Provider Agreement • September 17th, 1997 • U S Vision Inc • Ohio
OPTICALLease Agreement • October 29th, 1997 • U S Vision Inc • Retail-retail stores, nec • Illinois
EXHIBIT 4.2Nonstatutory Stock Option Agreement • June 18th, 1999 • U S Vision Inc • Retail-retail stores, nec
3- 4 COMPANY AND THE WARRANTHOLDER NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE...U S Vision Inc • September 13th, 2000 • Retail-retail stores, nec • Delaware
Exhibit 10.5 LICENSED DEPARTMENT AGREEMENT AGREEMENT made as of this 1st day of February, 1995 between J. C. PENNEY COMPANY, INC., a Delaware corporation having its principal place of business at 6501 Legacy Drive, Plano, Texas, 75024-3698...Licensed Department Agreement • October 29th, 1997 • U S Vision Inc • Retail-retail stores, nec • Texas
RECITALSSubordinated Promissory Note Purchase Agreement • October 29th, 1997 • U S Vision Inc • Retail-retail stores, nec • Maryland
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT made on this 16th day of September, 1996, by and between GEORGE GORMAN, a resident of Springfield, Pennsylvania (hereinafter "Executive"), and U.S. Vision, Inc., a company organized under the laws of the...Employment Agreement • October 29th, 1997 • U S Vision Inc • Retail-retail stores, nec • New Jersey
FORM OF NONSTATUTORY STOCK OPTION AGREEMENT This Nonstatutory Stock Option Agreement ("Agreement") is made this _____ day of October, 1997, by and between U.S. Vision, Inc., a Delaware corporation (hereinafter called the "Company"), and...Form of Nonstatutory Stock Option Agreement • October 29th, 1997 • U S Vision Inc • Retail-retail stores, nec
