BMC INDUSTRIES INC/MN/
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<TYPE>EX-10.20
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<FILENAME>exhibit_10-20.htm
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<title>employment agreement - vania's copy</title>
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<p align=center><b><u>EMPLOYMENT AGREEMENT&nbsp;</u></b></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Employment Agreement
(&quot;Agreement&quot;) is entered into and made effective as of December 3,
2001 by and between BMC Industries, Inc., its subsidiaries and divisions
(&quot;Company&quot;) and Curtis E. Petersen (&quot;Employee&quot;).</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, Company desires to employ Employee
and Employee desires to be employed by the Company; and</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, Employee and Company desire to
formalize their relationship, and provide for certain benefits and certain
protections to Employee and Company subject to and in accordance with this
Agreement;</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW THEREFORE, in consideration of the mutual
covenants and agreements contained herein and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:</p>

<p><b>1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Employment and Term</u>.
&nbsp;</b>Company agrees to employ Employee in the capacity of Senior
Vice-President and Chief Financial Officer, for a period of two years,
commencing on December 3, 2001 and continuing until December 3, 2003 (the
&quot;Agreement Termination Date&quot;), unless sooner terminated as provided
in this Agreement.&nbsp; Employee agrees to serve and remain in such employment
in accordance with this Agreement.&nbsp; Throughout the term of this Agreement,
Employee shall devote his full time and attention during normal business hours
to the business and affairs of Company, except for vacations, Company holidays
or periods of illness or incapacity.&nbsp; This Agreement will be automatically
renewed for successive one (1) year periods after such initial term, unless and
until terminated by either party effective as of the end of such initial term,
or successive one-year renewal period, on not less than sixty (60) days
written notice before the end of such initial term or any such successive
one-year renewal period.</p>

<p><b>2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Position and Duties</u>.
&nbsp;</b>Employee shall serve full-time in the position of Senior
Vice-President and Chief Financial Officer of the Company.&nbsp; Employee shall
perform such duties in this position as may be prescribed by the Chief
Executive Officer or the Board of Directors.&nbsp; Employee agrees to devote
his full-time business efforts, attention and energies to the diligent
performance of his duties on behalf of the Company, and will not, during the
term of his employment by the Company, engage in any activity or accept
employment, full or part-time, from any other person, firm, corporation,
governmental agency or other entity which, in the opinion of the Company, would
conflict with or detract from the capable performance of Employee's duties and
obligations to the Company.&nbsp; Employee further agrees to comply faithfully
with all policies established by Company.<b>&nbsp;</b></p>

<p><b>3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Compensation</u>.</b></p>

<p><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Base
Salary</u>. &nbsp;</b>As compensation for the services rendered under this
Agreement, Company agrees to pay Employee a base salary of $205,000.00 per
annum, less applicable deductions and withholdings as required by law, subject
to annual adjustment at the discretion of Company's Board of Directors.&nbsp;
Employee shall be paid a portion of his base salary as frequently as similarly
situated employees. Currently, similarly situated employees are paid on a
bi-weekly basis.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b>(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Other
Wage Based Benefits</u>. &nbsp;</b>During the term of this Agreement, Employee shall
be eligible for participation in Company's Executive Perk and Flex Benefit
Plans and any bonus/incentive plan that is generally provided to employees at
the same or similar level, which, as of the date of this Agreement, consists of
the Management Incentive Plan (&quot;MIP&quot;) (attached as Exhibit A to this
Agreement).&nbsp; Employee will participate in MIP with a targeted bonus
opportunity of 50% of base salary and a maximum opportunity of 75% of
Employee's base salary, depending upon the financial performance of BMC.&nbsp;
Participation in any bonus/incentive plan is subject to the Company's right to
modify, substitute or terminate such plan at its sole discretion.&nbsp;
Employee shall also receive a Non-Qualified Stock Option (NQSO) grant for
50,000 shares of BMC common stock, effective on the date of this
Agreement.&nbsp; The option exercise price will be the average of the high and
low trading price of BMC stock on the New York Stock Exchange on such
date.&nbsp; <u>T</u>his option will have a three (3) year vesting period for
25,000 shares and a five (5) year vesting period for the remaining 25,000
shares, with the first installment of each becoming exercisable on the first
anniversary date of this Agreement.&nbsp; Under the vesting schedule for these
options, which is attached as Exhibit B to the Agreement, partial year vesting
is not allowed.</p>

<p><b>4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Benefits and
Vacation</u>. &nbsp;</b>During the term of this Agreement, Employee shall have
the right to participate in any group insurance and other fringe benefit plans
which are generally provided to employees at the same or similar level,
subject, however, to the Employee's qualification for participation in such
benefit plans pursuant to the terms and conditions under which such benefit
plans are offered.&nbsp; The Company will execute a Change in Control Agreement
with Employee in the form attached hereto as Exhibit C.&nbsp; Employee also
will be entitled to an amount of vacation as is consistent with and does not
otherwise interfere with Employee's duties hereunder and to all legal holidays
observed by the Company, in each case, in accordance with the Company's
policies as in effect from time-to-time.&nbsp; </p>

<p><b>5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Expenses</u>. &nbsp;</b>The
Company agrees to reimburse Employee for ordinary and necessary business
expenses incurred by him in performing services for the Company in accordance
with established corporate policies as may be in effect from time to time.</p>

<p><b>6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Representation of
Employee</u>. &nbsp; </b>Employee represents and warrants that he is not party
to or otherwise subject to or bound by the terms of any contract, agreement or
understanding that in any manner will limit or otherwise affect his ability to
perform his obligations under this Agreement.</p>

<p><b>7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Termination of
Employment</u>. &nbsp;</b>This Agreement shall terminate on the first to occur
of the following events (the &quot;Events of Termination&quot;):</p>

<table border=0 cellspacing=0 cellpadding=0 width=963>
 <tr>
  <td width=44>
  <p>&nbsp;</p>
  </td>
  <td width=48 valign=top>
  <p>(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</p>
  </td>
  <td width=872 valign=top>
  <p style="margin-bottom: 12">The Agreement Termination Date</p>
  </td>
 </tr>
 <tr>
  <td width=44>
  <p>&nbsp;</p>
  </td>
  <td width=48 valign=top>
  <p>(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</p>
  </td>
  <td width=872 valign=top>
  <p style="margin-bottom: 12">On the date of the Employee's
  death</p>
  </td>
 </tr>
 <tr>
  <td width=44>
  <p>&nbsp;</p>
  </td>
  <td width=48 valign=top>
  <p>(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</p>
  </td>
  <td width=872 valign=top>
  <p style="margin-bottom: 12">On the date of Employee's total disability,
  subject to Employee's right to Separation Pay Upon a Determination of Total
  Disability as defined in paragraph 10 of this Agreement.&nbsp; As used
  herein, the term &quot;total disability&quot; shall mean any disability,
  whether caused by illness, injury or other incapacity, which prevents
  Employee from fulfilling his regular duties for a period of ninety days or
  more, despite the availability of a reasonable accommodation</p>
  </td>
 </tr>
 <tr>
  <td width=44>
  <p>&nbsp;</p>
  </td>
  <td width=48 valign=top>
  <p>(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</p>
  </td>
  <td width=872 valign=top>
  <p style="margin-bottom: 12">Company may terminate Employee for Cause, as defined in
  paragraph 8 of this Agreement; or</p>
  </td>
 </tr>
 <tr>
  <td width=44>
  <p>&nbsp;</p>
  </td>
  <td width=48 valign=top>
  <p>(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</p>
  </td>
  <td width=872 valign=top>
  <p style="margin-bottom: 12">Company may terminate Employee without cause, subject to
  Employee's right to Separation Pay or Change in Control Pay, as described in
  paragraph 9 of this Agreement.</p>
  </td>
 </tr>
</table>

<p>Employee's employment under this Agreement (but not Employee's rights and
obligations under Paragraph 11 of this Agreement), and all of Company's rights
and obligations under this Agreement (but not its rights and obligations under
Paragraph 11) shall terminate upon the termination of this Agreement.</p>

<p><b>8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Termination for
Cause</u>.</b>&nbsp; Company may discharge Employee and terminate his
employment immediately, without any prior notice, at any time, for Cause.&nbsp;
As used in this Agreement, the term &quot;Cause&quot; shall include:</p>

<table border=0 cellspacing=0 cellpadding=0 width=970>
 <tr>
  <td width=30>
  <p>&nbsp;</p>
  </td>
  <td width=48>
  <p>(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</p>
  </td>
  <td width=893>
  <p style="margin-bottom: 12">any act of fraud or dishonesty by
  Employee</p>
  </td>
 </tr>
 <tr>
  <td width=30>
  <p>&nbsp;</p>
  </td>
  <td width=48>
  <p>(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</p>
  </td>
  <td width=893>
  <p style="margin-bottom: 12">repeated violations by Employee
  of his obligations under this Agreement that are demonstrably willful and deliberate
  on Employee's part and that are not remedied within a reasonable period after
  Employee's receipt of notice of such violations from the Company</p>
  </td>
 </tr>
 <tr>
  <td width=30>
  <p>&nbsp;</p>
  </td>
  <td width=48>
  <p>(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</p>
  </td>
  <td width=893>
  <p style="margin-bottom: 12">Employee's continued act of insubordination
  or refusal to perform assigned duties after Employee has been provided at
  least ten (10) days notice in writing of what performance is required; or</p>
  </td>
 </tr>
 <tr>
  <td width=30>
  <p>&nbsp;</p>
  </td>
  <td width=48>
  <p>(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</p>
  </td>
  <td width=893>
  <p style="margin-bottom: 12">willfully engaging in illegal
  conduct that is materially and demonstrably injurious to the Company.</p>
  </td>
 </tr>
</table>

<p>For the purposes of this Paragraph 8, no act, or failure to act, on
Employee's part shall be considered &quot;dishonest&quot;, &quot;willful&quot;
or &quot;deliberate&quot; unless done, or omitted to be done, by Employee in
bad faith, and without reasonable belief that Employee's action or omission was
in, or not opposed to, the best interest of the Company.&nbsp; Any act, or
failure to act, based upon the advice of counsel for the Company shall be
conclusively presumed to be done, or omitted to be done, by Employee in good
faith and in the best interest of the Company. </p>

<p><b>9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Separation Pay</u>. &nbsp;</b>If
Employee is terminated for Cause or voluntarily resigns, he is not entitled to
Separation Pay.&nbsp; If at any time during his employment by the Company,
Employee's employment is terminated by Company <i>other than</i> (a) for Cause,
(b) on account of Employee's death or total disability, or (c) for reasons
which invoke section 2 of the Change in Control Agreement, then Company shall
pay Employee Separation Pay in an amount equal to Employee's annual salary
under this Agreement.&nbsp; This Separation Pay shall be disbursed to Employee
within thirty (30) days after Employee's termination date.&nbsp; In addition,
Employee will be entitled to the payment of MIP, if any, or any incentive plan
offered in replacement of MIP, with respect to the fiscal year in which such
termination occurs; provided, that, such payment shall be pro-rated to the date
of termination.&nbsp; Such payment shall be paid as and when contemplated under
MIP, or any replacement thereof, notwithstanding that the Termination Date may
have previously occurred.&nbsp; This paragraph 9 shall survive termination of
this Agreement and be effective so long as Employee remains an employee of the
Company.&nbsp; No Separation Pay shall be due to Employee or his estate in the
event of Employee's death.&nbsp; Employee shall not be entitled to receive both
Separation Pay and Change in Control Pay.</p>

<p><b>10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Separation Pay Upon a
Determination of Total Disability</u>. &nbsp;</b>If Company determines that
Employee is totally disabled, as defined in Paragraph 7(c), Company may
terminate this Agreement.&nbsp; As Separation Pay upon such a determination,
Company shall pay Employee an amount equal to Employee's annual salary under
this Agreement.&nbsp; This Separation Pay shall be disbursed to Employee within
thirty (30) days after Company's termination of this Agreement in accordance
with the terms of this Paragraph 10.</p>

<p><b>11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Confidentiality</u></b>.
&nbsp;Employee recognizes and acknowledges that due to the nature of his
employment and the position of trust that he will hold, he will have special
access to, learn, be provided with, and in some cases, will prepare and create
for the Company, trade secrets and other confidential and proprietary
information relating to the Company's business, including, but not limited to
financial information, business plans, marketing information, business
strategies, methods, operations and procedures, correspondence, customer lists,
special customer requirements and methods of servicing the customers, and other
information concerning the Company's customers and customer contacts.&nbsp;
Employee acknowledges and agrees that such information is the exclusive
property of the Company, that it has been and will continue to be of central
importance to the business of the Company, and that the disclosure of it to, or
use by, others will cause the Company substantial and irreparable losses.&nbsp;
Accordingly, Employee will not, either during his employment or at any time
after the termination of his employment with the Company for any reason, use,
reproduce or disclose any trade secrets or other confidential or proprietary
information relating to the business of the Company or its customers which is
not generally available to the public, except as may be necessary in
discharging his assigned duties as an employee of the Company.&nbsp; Employee's
confidentiality obligations under this are in addition to, and not in lieu of,
any confidentiality obligations that may apply to Employee under any rule or
policy of the Company, and any other agreement, statute or common law.</p>

<p><b>12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Company Property</u>.</b>
&nbsp;All correspondence, records and other documents, including all copies,
which come into Employee's possession by, through, or in the course of his
employment with the Company, regardless of the source and whether or not
created by Employee, are the sole and exclusive property of the Company, and
immediately upon the termination of Employee's employment for any reason,
Employee shall return to the Company all such documents and other property of
the Company.&nbsp; Employee agrees that the Company may withhold any sums
otherwise due to Employee upon termination until Employee has satisfied all
obligations under this Paragraph.</p>

<p><b>13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Reasonableness of
Restrictions</u>. &nbsp;</b>Employee has carefully read and considered the
provisions of Paragraph 11 of this Agreement and, having done so, agrees that
the restrictions set forth in such paragraph are fair and reasonable and are reasonably
required for the protection of the interests of Company, its directors,
officers, and other employees.</p>

<p><b>14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Right To Injunctive
Relief</u>.&nbsp; </b>Employee agrees that in the event of any breach by
Employee of Paragraph 11 of this Agreement, the Company shall be entitled to
immediate and permanent injunctive relief restraining said breach, in addition
to and not in lieu of any action for damages or any other legal, equitable
remedies available to the Company for said breach.</p>

<p><b>15.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Severability</u>.
&nbsp;</b>This Agreement is intended to limit disclosure and competition by
Employee to the maximum extent permitted by law.&nbsp; If it shall be finally
determined by any court of competent jurisdiction ruling on this Agreement that
the scope or duration of any limitation contained in this Agreement is too
extensive to be legally enforceable, then the parties hereto agree that the
scope or duration of such limitation shall be deemed to be the maximum scope or
duration of such limitation shall be deemed to be the maximum scope or duration
that shall be determined by a court of competent jurisdiction to be legally
enforceable and Employee hereby consents to the enforcement of such limitation
as so modified.</p>

<p><b>16.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Applicable Law</u>.
&nbsp;</b>This Agreement shall be construed in accordance with and governed by
the substantive laws of the State of Minnesota (except with respect to
conflicts of law).&nbsp; The parties agree that all actions or proceedings in
any way, manner or respect, arising out of or from or related to this Agreement
shall be litigated in courts which have situs within the State of
Minnesota.&nbsp; The parties further consent to and submit to the jurisdiction
of any local, state or federal court located within Minnesota and each party
hereby waives any right it may have to transfer or change the venue of any
litigation brought against such party by the other in accordance with this
Agreement.</p>

<p><b>17.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Binding Effect</u>.
&nbsp;</b>The Agreement is binding upon and shall inure to the benefit of the
parties and their legal representatives, successors and assigns.</p>

<p><b>18.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Complete Agreement</u>.
&nbsp;</b>This Agreement, together with the Non-Statutory Stock Option
Agreement dated December 3, 2001, supersedes that certain Agreement, dated
August 8, 2001, between Vision-Ease Lens, Inc. and Employee, and reflects the
entire understanding of the parties with respect to the subject matter
hereof.&nbsp; This Agreement may not be changed or altered except by writing
signed by the parties hereto.</p>

<p><b>19.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Waiver</u>. &nbsp;</b>The
waiver by either party of any breach of any provision of this Agreement shall
not be construed to be a waiver by such party of any succeeding breach of such
provision or a waiver by such party of any breach of any other provision.</p>

<p><b>20.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Counterparts</u>.
&nbsp;</b>This Agreement may be executed in counterparts, each of which shall
together constitute one and the same instrument.</p>

<p>IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written.</p>

<p>&nbsp;</p>

<table border=0 cellspacing=0 cellpadding=0 width="952">
 <tr>
  <td width=480 valign=top>
  <p>Dated:&nbsp;&nbsp;<u>February 13, 2002</u></p>
  </td>
  <td width=472 valign=top>
  <p><b>BMC INDUSTRIES, INC.</b></p>
  </td>
 </tr>
 <tr>
  <td width=480 valign=top>
  <p>&nbsp;</p>
  </td>
  <td width=472 valign=top>
  <p>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=480 valign=top>
  <p>&nbsp;</p>
  </td>
  <td width=472 valign=top>
  <p>By:&nbsp;&nbsp;<u>/s/Jon A. Dobson</u>_______________</p>
  </td>
 </tr>
 <tr>
  <td width=480 valign=top>
  <p>&nbsp;</p>
  </td>
  <td width=472 valign=top>
  <p>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=480 valign=top>
  <p>&nbsp;</p>
  </td>
  <td width=472 valign=top>
  <p>Its:&nbsp;&nbsp;<u>V.P., General Counsel and Secretary</u>________</p>
  </td>
 </tr>
 <tr>
  <td width=480 valign=top>
  <p>&nbsp;</p>
  </td>
  <td width=472 valign=top>
  <p>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=480 valign=top>
  <p>&nbsp;</p>
  </td>
  <td width=472 valign=top>
  <p>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=480 valign=top>
  <p>Dated:&nbsp;&nbsp;<u>February 13, 2002</u></p>
  </td>
  <td width=472 valign=top>
  <p><b>CURTIS E. PETERSEN</b></p>
  </td>
 </tr>
 <tr>
  <td width=480 valign=top>
  <p>&nbsp;</p>
  </td>
  <td width=472 valign=top>
  <p>&nbsp;</p>
  </td>
 </tr>
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  <td width=480 valign=top>
  <p>&nbsp;</p>
  </td>
  <td width=472 valign=top>
  <p>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=480 valign=top>
  <p>&nbsp;</p>
  </td>
  <td width=472 valign=top>
  <p>_<u>/s/Curtis E.
  Petersen&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></p>
  </td>
 </tr>
</table>

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