COLE NATIONAL GROUP INC
EMPLOYMENT AGREEMENT- HYATT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>l04574exv10w1.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT- HYATT
<TEXT>
<PAGE>

                                                                    Exhibit 10.1


                              EMPLOYMENT AGREEMENT

            AGREEMENT, dated as of the 3RD day of September, 2003 (this
"Agreement"), by and between COLE NATIONAL CORPORATION, a Delaware corporation
(the "Company"), and LAWRENCE E. HYATT (the "Executive").

            WHEREAS, the Board of Directors of the Company (the "Board"), has
determined that it is in the best interests of the Company and its stockholders
to assure that the Company will have the continued dedication of the Executive,
notwithstanding any possibility, threat or occurrence of a Change of Control (as
defined herein). The Board believes it is imperative to diminish the inevitable
distraction of the Executive by virtue of the personal uncertainties and risks
created by a pending or threatened Change of Control and to encourage the
Executive's full attention and dedication to the current Company in the event of
any threatened or pending Change of Control, and to provide the Executive with
compensation and benefits arrangements upon a Change of Control that ensure that
the compensation and benefits expectations of the Executive will be satisfied
and that are competitive with those of other corporations. Therefore, in order
to accomplish these objectives, the Board has caused the Company to enter into
this Agreement.

                 NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

SECTION 1. CERTAIN DEFINITIONS. (a) "Effective Date" means the first date during
the Change of Control Period (as defined herein) on which a Change of Control
occurs. Notwithstanding anything in this Agreement to the contrary, if a Change
of Control occurs and if the Executive's employment with the Company is
terminated prior to the date on which the Change of Control occurs, and if it is
reasonably demonstrated by the Executive that such termination of employment (1)
was at the request of a third party that has taken steps reasonably calculated
to effect a Change of Control or (2) otherwise arose in connection with or
anticipation of a Change of Control, then "Effective Date" means the date
immediately prior to the date of such termination of employment.

(b) "Change of Control Period" means the period commencing on the date of this
Agreement and ending on the third anniversary of the date of this Agreement;
provided, however, that, commencing on the date one year after the date of this
Agreement, and on each annual anniversary of such date (such date and each
annual anniversary thereof, the "Renewal Date"), unless previously terminated,
the Change of Control Period shall be automatically extended so as to terminate
three years from such Renewal Date, unless, at least 60 days prior to the
Renewal Date, the Company shall give notice to the Executive that the Change of
Control Period shall not be so extended.

(c) "Affiliated Company" means any company controlled by, controlling or under
common control with the Company.

(d) "Change of Control" means the first to occur of:
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(1) The acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of either (A)
the then-outstanding shares of common stock of the Company (the "Outstanding
Company Common Stock") or (B) the combined voting power of the then-outstanding
voting securities of the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities"); provided, however,
that, for purposes of this Section 1(d), the following acquisitions shall not
constitute a Change of Control: (i) any acquisition directly from the Company,
(ii) any acquisition by the Company, (iii) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or any
Affiliated Company or (iv) any acquisition by any corporation pursuant to a
transaction that complies with Sections 1(d)(3)(A), 1(d)(3)(B) and 1(d)(3)(C);

(2) Any time at which individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Company's stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board;

(3) Consummation of a reorganization, merger, statutory share exchange or
consolidation or similar corporate transaction involving the Company or any of
its subsidiaries, a sale or other disposition of all or substantially all of the
assets of the Company, or the acquisition of assets or stock of another entity
by the Company or any of its subsidiaries (each, a "Business Combination"), in
each case unless, following such Business Combination, (A) all or substantially
all of the individuals and entities that were the beneficial owners of the
Outstanding Company Common Stock and the Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 50% of the then-outstanding shares of common stock and the
combined voting power of the then-outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation that, as a result of such transaction, owns the Company or all or
substantially all of the Company's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership
immediately prior to such Business Combination of the Outstanding Company Common
Stock and the Outstanding Company Voting Securities, as the case may be, (B) no
Person (excluding any corporation resulting from such Business Combination or
any employee benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly, 35% or more of, respectively, the then-outstanding shares of common
stock of the corporation resulting from such Business Combination or the
combined voting power of the then-outstanding voting securities of such
corporation, except to the extent that such ownership existed prior to the
Business Combination, and (C) at least a majority of the members of the board of
directors of the corporation resulting from such Business Combination were
members of the Incumbent Board at the time of the execution of the initial
agreement or of the action of the Board providing for such Business Combination;
or


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(4) Approval by the stockholders of the Company of a complete liquidation or
dissolution of the Company.

SECTION 2. EMPLOYMENT PERIOD. The Company hereby agrees to continue the
Executive in its employ, subject to the terms and conditions of this Agreement,
for the period commencing on the Effective Date and ending on the third
anniversary of the Effective Date (the "Employment Period"). The Employment
Period shall terminate upon the Executive's termination of employment for any
reason.

SECTION 3. TERMS OF EMPLOYMENT. (a) POSITION AND DUTIES. (1) During the
Employment Period, (A) the Executive's position (including status, offices,
titles and reporting requirements), authority, duties and responsibilities shall
be at least commensurate in all material respects with the most significant of
those held, exercised and assigned at any time during the 120-day period
immediately preceding the Effective Date and (B) the Executive's services shall
be performed at the office where the Executive was employed immediately
preceding the Effective Date or at any other location less than 50 miles from
such office.

(2) During the Employment Period, and excluding any periods of vacation and sick
leave to which the Executive is entitled, the Executive agrees to devote
reasonable attention and time during normal business hours to the business and
affairs of the Company and, to the extent necessary to discharge the
responsibilities assigned to the Executive hereunder, to use the Executive's
reasonable best efforts to perform faithfully and efficiently such
responsibilities. During the Employment Period, it shall not be a violation of
this Agreement for the Executive to (A) serve on corporate, civic or charitable
boards or committees, (B) deliver lectures, fulfill speaking engagements or
teach at educational institutions and (C) manage personal investments, so long
as such activities do not significantly interfere with the performance of the
Executive's responsibilities as an employee of the Company in accordance with
this Agreement. It is expressly understood and agreed that, to the extent that
any such activities have been conducted by the Executive prior to the Effective
Date, the continued conduct of such activities (or the conduct of activities
similar in nature and scope thereto) subsequent to the Effective Date shall not
thereafter be deemed to interfere with the performance of the Executive's
responsibilities to the Company.

(b) COMPENSATION. (1) BASE SALARY. During the Employment Period, the Executive
shall receive an annual base salary (the "Annual Base Salary") at an annual rate
at least equal to 12 times the highest monthly base salary paid or payable,
including any base salary that has been earned but deferred, to the Executive by
the Company and the Affiliated Companies in respect of the 12-month period
immediately preceding the month in which the Effective Date occurs. The Annual
Base Salary shall be paid at such intervals as the Company pays executive
salaries generally. During the Employment Period, the Annual Base Salary shall
be reviewed at least annually, beginning no more than 12 months after the last
salary increase awarded to the Executive prior to the Effective Date. Any
increase in the Annual Base Salary shall not serve to limit or reduce any other
obligation to the Executive under this Agreement. The Annual Base Salary shall
not be reduced after any such increase and the term "Annual Base Salary" shall
refer to the Annual Base Salary as so increased.

(2) ANNUAL BONUS. In addition to the Annual Base Salary, the Executive shall be
eligible for, in each fiscal year ending during the Employment Period, an annual
bonus (the "Annual Bo-

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nus") payable in cash, with the same or higher target bonus amount (the "Target
Bonus") and maximum bonus amount eligible to be earned in the fiscal year in
which the Effective Date occurs (or if no such amounts have been established for
such fiscal year, eligible to be earned in the fiscal year immediately prior to
the fiscal year in which the Effective Date occurs), with the determination of
performance measures required to achieve target and maximum bonus being made on
a basis reasonably consistent with the Company's practice for the fiscal year in
which the Effective Date occurs (or, for the fiscal year immediately prior to
the fiscal year in which the Effective Date occurs, for purposes of determining
the Annual Bonus for the fiscal year in which the Effective Date occurs). Each
such Annual Bonus shall be paid no later than the end of the third month of the
fiscal year next following the fiscal year for which the Annual Bonus is
awarded, unless the Executive shall elect to defer the receipt of such Annual
Bonus.

(3) INCENTIVE, SAVINGS AND RETIREMENT PLANS. During the Employment Period, the
Executive shall be entitled to participate in all cash incentive, equity
incentive, savings and retirement plans, practices, policies, and programs
applicable generally to other peer executives of the Company and the Affiliated
Companies, but in no event shall such plans, practices, policies and programs
provide the Executive with incentive opportunities (measured with respect to
both regular and special incentive opportunities, to the extent, if any, that
such distinction is applicable), savings opportunities and retirement benefit
opportunities, in each case, less favorable, in the aggregate, than the most
favorable of those provided by the Company and the Affiliated Companies for the
Executive under such plans, practices, policies and programs as in effect at any
time during the 120-day period immediately preceding the Effective Date or, if
more favorable to the Executive, those provided generally at any time after the
Effective Date to other peer executives of the Company and the Affiliated
Companies. All stock options and restricted stock of the Company held by the
Executive (or any transferees of the Executive) on the Effective Date shall vest
immediately as of the Effective Date.

(4) WELFARE BENEFIT PLANS. During the Employment Period, the Executive and/or
the Executive's family, as the case may be, shall be eligible for participation
in and shall receive all benefits under welfare benefit plans, practices,
policies and programs provided by the Company and the Affiliated Companies
(including, without limitation, medical, supplemental medical expense
reimbursement, prescription, dental, disability, employee life, group life,
accidental death and travel accident insurance plans and programs) to the extent
applicable generally to other peer executives of the Company and the Affiliated
Companies, but in no event shall such plans, practices, policies and programs
provide the Executive with benefits that are less favorable, in the aggregate,
than the most favorable of such plans, practices, policies and programs in
effect for the Executive at any time during the 120-day period immediately
preceding the Effective Date or, if more favorable to the Executive, those
provided generally at any time after the Effective Date to other peer executives
of the Company and the Affiliated Companies.

(5) EXPENSES. During the Employment Period, the Executive shall be entitled to
receive prompt reimbursement for all reasonable expenses incurred by the
Executive in accordance with the most favorable policies, practices and
procedures of the Company and the Affiliated Companies in effect for the
Executive at any time during the 120-day period immediately preceding the
Effective Date or, if more favorable to the Executive, as in effect generally at
any time thereafter with respect to other peer executives of the Company and the
Affiliated Companies.


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(6) FRINGE BENEFITS. During the Employment Period, the Executive shall be
entitled to fringe benefits, including, without limitation, tax and financial
planning services, payment of club dues, and, if applicable, use of an
automobile and payment of related expenses, in accordance with the most
favorable plans, practices, programs and policies of the Company and the
Affiliated Companies in effect for the Executive at any time during the 120-day
period immediately preceding the Effective Date or, if more favorable to the
Executive, as in effect generally at any time thereafter with respect to other
peer executives of the Company and the Affiliated Companies.

(7) OFFICE AND SUPPORT STAFF. During the Employment Period, the Executive shall
be entitled to an office or offices of a size and with furnishings and other
appointments, and to exclusive personal secretarial and other assistance, at
least equal to the most favorable of the foregoing provided to the Executive by
the Company and the Affiliated Companies at any time during the 120-day period
immediately preceding the Effective Date or, if more favorable to the Executive,
as provided generally at any time thereafter with respect to other peer
executives of the Company and the Affiliated Companies.

(8) VACATION. During the Employment Period, the Executive shall be entitled to
paid vacation and paid time off in accordance with the most favorable plans,
policies, programs and practices of the Company and the Affiliated Companies as
in effect for the Executive at any time during the 120-day period immediately
preceding the Effective Date or, if more favorable to the Executive, as in
effect generally at any time thereafter with respect to other peer executives of
the Company and the Affiliated Companies.

SECTION 4. TERMINATION OF EMPLOYMENT. (a) DEATH OR DISABILITY. The Executive's
employment shall terminate automatically if the Executive dies during the
Employment Period. If the Company determines in good faith that the Disability
(as defined herein) of the Executive has occurred during the Employment Period
(pursuant to the definition of "Disability"), it may give to the Executive
written notice in accordance with Section 11(b) of its intention to terminate
the Executive's employment. In such event, the Executive's employment with the
Company shall terminate effective on the 30th day after receipt of such notice
by the Executive (the "Disability Effective Date"), provided that, within the 30
days after such receipt, the Executive shall not have returned to full-time
performance of the Executive's duties. "Disability" means the absence of the
Executive from the Executive's duties with the Company on a full-time basis for
180 consecutive business days as a result of incapacity due to mental or
physical illness that is determined to be total and permanent by a physician
selected by the Company or its insurers and acceptable to the Executive or the
Executive's legal representative.

(b) CAUSE. The Company may terminate the Executive's employment during the
Employment Period for Cause. "Cause" means:

      (1) the willful and continued failure of the Executive to perform
      substantially the Executive's duties (as contemplated by Section
      3(a)(1)(A)) with the Company or any Affiliated Company (other than any
      such failure resulting from incapacity due to physical or mental illness
      or following the Executive's delivery of a Notice of Termination for Good
      Reason), after a written demand for substantial performance is delivered
      to the Executive by the Board or the Chief Executive Officer of the
      Company that specifically identifies

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      the manner in which the Board or the Chief Executive Officer of the
      Company reasonably believes that the Executive has not substantially
      performed the Executive's duties, or

      (2) the willful engaging by the Executive in illegal conduct or gross
      misconduct that is materially and demonstrably injurious to the Company.

For purposes of this Section 4(b), no act, or failure to act, on the part of the
Executive shall be considered "willful" unless it is done, or omitted to be
done, by the Executive in bad faith or without reasonable belief that the
Executive's action or omission was in the best interests of the Company. Any
act, or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board or upon the instructions of the Chief Executive Officer of
the Company or a senior officer of the Company or based upon the advice of
counsel for the Company (or any act which the Executive omits to do because of
the Executive's reasonable belief that such act would violate law or the
Company's standards of ethical conduct in its corporate policies) shall be
conclusively presumed to be done, or omitted to be done, by the Executive in
good faith and in the best interests of the Company. The cessation of employment
of the Executive shall not be deemed to be for Cause unless and until there
shall have been delivered to the Executive a copy of a resolution duly adopted
by the affirmative vote of not less than three-quarters of the entire membership
of the Board (excluding the Executive, if the Executive is a member of the
Board) at a meeting of the Board called and held for such purpose (after
reasonable notice is provided to the Executive and the Executive is given an
opportunity, together with counsel for the Executive, to be heard before the
Board), finding that, in the good faith opinion of the Board, the Executive
committed the conduct described in Section 4(b)(1) or 4(b)(2), and specifying
the particulars thereof in detail.

(C) GOOD REASON. The Executive's employment may be terminated by the Executive
for Good Reason or by the Executive voluntarily without Good Reason. "Good
Reason" means:

      (1) the assignment to the Executive of any duties inconsistent in any
      respect with the Executive's position (including status, offices, titles
      and reporting requirements), authority, duties or responsibilities as
      contemplated by Section 3(a), or any other diminution in such position,
      authority, duties or responsibilities (whether or not occurring solely as
      a result of the Company's ceasing to be a publicly traded entity),
      excluding for this purpose an isolated, insubstantial and inadvertent
      action not taken in bad faith and that is remedied by the Company promptly
      after receipt of notice thereof given by the Executive;

      (2) any failure by the Company to comply with any of the provisions of
      Section 3(b), other than an isolated, insubstantial and inadvertent
      failure not occurring in bad faith and that is remedied by the Company
      promptly after receipt of notice thereof given by the Executive;

      (3) the Company's requiring the Executive (i) to be based at any office or
      location other than as provided in Section 3(a)(1)(B), (ii) to be based at
      a location other than the principal executive offices of the Company if
      the Executive was employed at such location immediately preceding the
      Effective Date, or (iii) to travel on Company business to a substantially
      greater extent than required immediately prior to the Effective Date;


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      (4) any purported termination by the Company of the Executive's employment
      otherwise than as expressly permitted by this Agreement; or

      (5) any failure by the Company to comply with and satisfy Section 10(c).

For purposes of this Section 4(c), any good faith determination of Good Reason
made by the Executive shall be conclusive, and the Executive may assert Good
Reason within one hundred and twenty (120) days of the Executive's knowledge of
the circumstances constituting Good Reason. Anything in this Agreement to the
contrary notwithstanding, a termination by the Executive for any reason pursuant
to a Notice of Termination given during the 30-day period immediately following
the first anniversary of the Effective Date shall be deemed to be a termination
for Good Reason for all purposes of this Agreement. The Executive's mental or
physical incapacity following the occurrence of an event described above in
clauses (1) through (5) shall not affect the Executive's ability to terminate
employment for Good Reason.

(d) NOTICE OF TERMINATION. Any termination by the Company for Cause, or by the
Executive for Good Reason, shall be communicated by Notice of Termination to the
other party hereto given in accordance with Section 11(b). "Notice of
Termination" means a written notice that (1) indicates the specific termination
provision in this Agreement relied upon, (2) to the extent applicable, sets
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive's employment under the provision so
indicated, and (3) if the Date of Termination (as defined herein) is other than
the date of receipt of such notice, specifies the Date of Termination (which
Date of Termination shall be not more than 30 days after the giving of such
notice). The failure by the Executive or the Company to set forth in the Notice
of Termination any fact or circumstance that contributes to a showing of Good
Reason or Cause shall not waive any right of the Executive or the Company,
respectively, hereunder or preclude the Executive or the Company, respectively,
from asserting such fact or circumstance in enforcing the Executive's or the
Company's respective rights hereunder.

(e) DATE OF TERMINATION. "Date of Termination" means (1) if the Executive's
employment is terminated by the Company for Cause, or by the Executive for Good
Reason, the date of receipt of the Notice of Termination or any later date
specified in the Notice of Termination, (which date shall not be more than 30
days after the giving of such notice), as the case may be, (2) if the
Executive's employment is terminated by the Company other than for Cause or
Disability, the date on which the Company notifies the Executive of such
termination, and (3) if the Executive resigns without Good Reason, the date on
which the Executive notifies the Company of such termination, and (4) if the
Executive's employment is terminated by reason of death or Disability, the date
of death of the Executive or the Disability Effective Date, as the case may be.

SECTION 5. OBLIGATIONS OF THE COMPANY UPON TERMINATION. (a) GOOD REASON; OTHER
THAN FOR CAUSE, DEATH OR DISABILITY. If, during the Employment Period, the
Company terminates the Executive's employment other than for Cause or Disability
or the Executive terminates employment for Good Reason:

      (1) the Company shall pay to the Executive, in a lump sum in cash within
      30 days after the Date of Termination, the aggregate of the following
      amounts:


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            (A) the sum of (i) the Executive's Annual Base Salary through the
            Date of Termination, (ii) the product of (x) the Executive's Target
            Bonus for the fiscal year in which the Date of Termination occurs
            and (y) a fraction, the numerator of which is the number of days in
            the then current fiscal year through the Date of Termination and the
            denominator of which is 365, provided that any amount payable under
            this clause (ii) shall be reduced (but not below zero) by any bonus
            paid to the Executive under the Annual Incentive Plan with respect
            to the fiscal year in which the Date of Termination occurs, (iii)
            any compensation previously deferred by the Executive (together with
            any accrued interest or earnings thereon) and any accrued vacation
            pay and paid time off, in each case, to the extent not theretofore
            paid, and (iv) any vested accrued benefits or account balances under
            any supplemental defined benefit plan (the "DB SERPs") or
            supplemental defined contribution retirement plan (the "DC SERP") in
            which the Executive is a participant (the sum of the amounts
            described in subclauses (i), (ii), (iii), and (iv), the "Accrued
            Obligations");

            (B) the amount equal to the product of (i) two and (ii) the sum of
            (x) the Executive's Annual Base Salary and (y) the Executive's
            Target Bonus for the fiscal year in which the Date of Termination
            occurs.

      (2) the Company shall provide the Executive with the addition of service
      credits and full years' company contributions to the Company's
      supplemental defined contribution retirement plan equal to what the
      Executive would have received had the Executive remained employed for two
      years after the Date of Termination and the Executive shall be fully
      vested under the DC SERP and receive a lump sum payment of the Executive's
      DC SERP account balance within thirty days following the Executive's Date
      of Termination;

      (3) for two years after the Executive's Date of Termination, or such
      longer period as may be provided by the terms of the appropriate plan,
      program, practice or policy, the Company shall continue benefits to the
      Executive and/or the Executive's family at least equal to those that would
      have been provided to them in accordance with the plans, programs,
      practices and policies described in Section 3(b)(4) if the Executive's
      employment had not been terminated or, if more favorable to the Executive,
      as in effect generally at any time thereafter with respect to other peer
      executives of the Company and the Affiliated Companies and their families
      (and immediately following such two-year or longer period the Executive
      and the Executive's dependents shall be eligible for "COBRA" continuation
      coverage under Section 4980B of the Internal Revenue Code of 1986, as
      amended (the "Code"), or any successor provision; provided, however, that,
      if the Executive becomes reemployed with another employer and is eligible
      to receive such benefits under another employer provided plan, the
      medical, supplemental medical expense reimbursement plan and other welfare
      benefits described herein shall be secondary to those provided under such
      other plan; and

      (4) the Company shall timely pay or provide to the Executive any Other
      Benefits (as defined in Section 6).


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(b) DEATH. If the Executive's employment is terminated by reason of the
Executive's death during the Employment Period, the Company shall provide the
Executive's estate or beneficiaries with the Accrued Obligations and the timely
payment or delivery of the Other Benefits, and shall have no other severance
obligations under this Agreement. The Accrued Obligations shall be paid to the
Executive's estate or beneficiary, as applicable, in a lump sum in cash within
30 days of the Date of Termination. With respect to the provision of the Other
Benefits, the term "Other Benefits" as utilized in this Section 5(b) shall
include, without limitation, and the Executive's estate and/or beneficiaries
shall be entitled to receive, benefits at least equal to the most favorable
benefits provided by the Company and the Affiliated Companies to the estates and
beneficiaries of peer executives of the Company and the Affiliated Companies
under such plans, programs, practices and policies relating to death benefits,
if any, as in effect with respect to other peer executives and their
beneficiaries at any time during the 120-day period immediately preceding the
Effective Date or, if more favorable to the Executive's estate and/or the
Executive's beneficiaries, as in effect on the date of the Executive's death
with respect to other peer executives of the Company and the Affiliated
Companies and their beneficiaries.

(c) DISABILITY. If the Executive's employment is terminated by reason of the
Executive's Disability during the Employment Period, the Company shall provide
the Executive with the Accrued Obligations and the timely payment or delivery of
the Other Benefits, and shall have no other severance obligations under this
Agreement. The Accrued Obligations shall be paid to the Executive in a lump sum
in cash within 30 days of the Date of Termination. With respect to the provision
of the Other Benefits, the term "Other Benefits" as utilized in this Section
6(c) shall include, and the Executive shall be entitled after the Disability
Effective Date to receive, disability and other benefits at least equal to the
most favorable of those generally provided by the Company and the Affiliated
Companies to disabled executives and/or their families in accordance with such
plans, programs, practices and policies relating to disability, if any, as in
effect generally with respect to other peer executives and their families at any
time during the 120-day period immediately preceding the Effective Date or, if
more favorable to the Executive and/or the Executive's family, as in effect at
any time thereafter generally with respect to other peer executives of the
Company and the Affiliated Companies and their families.

(d) CAUSE; OTHER THAN FOR GOOD REASON. If the Executive's employment is
terminated for Cause during the Employment Period, the Company shall provide to
the Executive (1) the Executive's Annual Base Salary through the Date of
Termination, (2) the amount of any compensation previously deferred by the
Executive, and (3) the Other Benefits, in each case, to the extent theretofore
unpaid, and shall have no other severance obligations under this Agreement. If
the Executive voluntarily terminates employment during the Employment Period,
excluding a termination for Good Reason, the Company shall provide to the
Executive the Accrued Obligations and the timely payment or delivery of the
Other Benefits, and shall have no other severance obligations under this
Agreement. In such case, all the Accrued Obligations shall be paid to the
Executive in a lump sum in cash within 30 days of the Date of Termination.

SECTION 6. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or
limit the Executive's continuing or future participation in any plan, program,
policy or practice provided by the Company or the Affiliated Companies and for
which the Executive may qualify, nor, subject to Section 11(f), shall anything
herein limit or otherwise affect such rights as the Executive may have under any
other contract or agreement with the Company or the Affiliated Companies.


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Amounts that are vested benefits or that the Executive is otherwise entitled to
receive under any plan, policy, practice or program of or any other contract or
agreement with the Company or the Affiliated Companies at or subsequent to the
Date of Termination ("Other Benefits") shall be payable in accordance with such
plan, policy, practice or program or contract or agreement, except as explicitly
modified by this Agreement. Notwithstanding the foregoing, if the Executive
receives payments and benefits pursuant to Section 5(a) of this Agreement, the
Executive shall not be entitled to any severance pay or benefits under any
severance plan, program or policy of the Company and the Affiliated Companies,
unless otherwise specifically provided therein in a specific reference to this
Agreement.

SECTION 7. FULL SETTLEMENT. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense, or other claim, right or action that the Company may have against the
Executive or others. In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable
to the Executive under any of the provisions of this Agreement, and such amounts
shall not be reduced whether or not the Executive obtains other employment. The
Company agrees to pay as incurred (within 10 days following the Company's
receipt of an invoice from the Executive), to the full extent permitted by law,
all legal fees and expenses that the Executive may reasonably incur as a result
of any contest (regardless of the outcome thereof) by the Company, the Executive
or others of the validity or enforceability of, or liability under, any
provision of this Agreement or any guarantee of performance thereof (including
as a result of any contest by the Executive about the amount of any payment
pursuant to this Agreement), plus, in each case, interest on any delayed payment
at the applicable federal rate provided for in Section 7872(f)(2)(A) of the
Code.

SECTION 8. CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY.

(a) Anything in this Agreement to the contrary notwithstanding and except as set
forth below, in the event it shall be determined that any Payment would be
subject to the Excise Tax, then the Executive shall be entitled to receive an
additional payment (the "Gross-Up Payment") in an amount such that, after
payment by the Executive of all taxes (and any interest or penalties imposed
with respect to such taxes), including, without limitation, any income taxes
(and any interest and penalties imposed with respect thereto) and Excise Tax
imposed upon the Gross-Up Payment, the Executive retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
Notwithstanding the foregoing provisions of this Section 8(a), if it shall be
determined that the Executive is entitled to the Gross-Up Payment, but that the
Parachute Value of all Payments does not exceed 110% of the Safe Harbor Amount,
then no Gross-Up Payment shall be made to the Executive and the amounts payable
under this Agreement shall be reduced so that the Parachute Value of all
Payments, in the aggregate, equals the Safe Harbor Amount. The reduction of the
amounts payable hereunder, if applicable, shall be made by first reducing the
payments under Section 5(a)(i)(B), unless an alternative method of reduction is
elected by the Executive, and in any event shall be made in such a manner as to
maximize the Value of all Payments actually made to the Executive. For purposes
of reducing the Payments to the Safe Harbor Amount, only amounts payable under
this Agreement (and no other Payments) shall be reduced. If the reduction of the
amount payable under this Agreement would not result in a reduction of the
Parachute Value of all Payments to the Safe Harbor Amount, no amounts payable
under the Agreement shall be reduced pursuant to this Section 8(a). The
Company's ob-

                                       10
<PAGE>
ligation to make Gross-Up Payments under this Section 8 shall not be conditioned
upon the Executive's termination of employment.

(b) Subject to the provisions of Section 8(c), all determinations required to be
made under this Section 8, including whether and when a Gross-Up Payment is
required, the amount of such Gross-Up Payment and the assumptions to be utilized
in arriving at such determination, shall be made by the accounting firm that is
the Company's auditor immediately prior to the Change of Control (to the extent
permitted by applicable law) or such other nationally recognized certified
public accounting firm as may be designated by the Executive (the "Accounting
Firm"). The Accounting Firm shall provide detailed supporting calculations both
to the Company and the Executive within 15 business days of the receipt of
notice from the Executive that there has been a Payment or such earlier time as
is requested by the Company. In the event that the Accounting Firm is serving as
accountant or auditor for the individual, entity or group effecting the Change
of Control, the Executive may appoint another nationally recognized accounting
firm to make the determinations required hereunder (which accounting firm shall
then be referred to as the Accounting Firm hereunder). All fees and expenses of
the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment,
as determined pursuant to this Section 8, shall be paid by the Company to the
Executive within 5 days of the receipt of the Accounting Firm's determination.
Any determination by the Accounting Firm shall be binding upon the Company and
the Executive. As a result of the uncertainty in the application of Section 4999
of the Code at the time of the initial determination by the Accounting Firm
hereunder, it is possible that Gross-Up Payments that will not have been made by
the Company should have been made (the "Underpayment"), consistent with the
calculations required to be made hereunder. In the event the Company exhausts
its remedies pursuant to Section 8(c) and the Executive thereafter is required
to make a payment of any Excise Tax, the Accounting Firm shall determine the
amount of the Underpayment that has occurred and any such Underpayment shall be
promptly paid by the Company to or for the benefit of the Executive.

(c) The Executive shall notify the Company in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by the
Company of the Gross-Up Payment. Such notification shall be given as soon as
practicable, but no later than 10 business days after the Executive is informed
in writing of such claim. The Executive shall apprise the Company of the nature
of such claim and the date on which such claim is requested to be paid. The
Executive shall not pay such claim prior to the expiration of the 30-day period
following the date on which the Executive gives such notice to the Company (or
such shorter period ending on the date that any payment of taxes with respect to
such claim is due). If the Company notifies the Executive in writing prior to
the expiration of such period that the Company desires to contest such claim,
the Executive shall:

      (1) give the Company any information reasonably requested by the Company
      relating to such claim,

      (2) take such action in connection with contesting such claim as the
      Company shall reasonably request in writing from time to time, including,
      without limitation, accepting legal representation with respect to such
      claim by an attorney reasonably selected by the Company,


                                       11
<PAGE>
      (3) cooperate with the Company in good faith in order effectively to
      contest such claim, and

      (4) permit the Company to participate in any proceedings relating to such
      claim;

provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest, and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties) imposed as a result of such representation and payment of costs and
expenses. Without limitation on the foregoing provisions of this Section 8(c),
the Company shall control all proceedings taken in connection with such contest,
and, at its sole discretion, may pursue or forgo any and all administrative
appeals, proceedings, hearings and conferences with the applicable taxing
authority in respect of such claim and may, at its sole discretion, either pay
the tax claimed to the appropriate taxing authority on behalf of the Executive
and direct the Executive to sue for a refund or contest the claim in any
permissible manner, and the Executive agrees to prosecute such contest to a
determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that, if the Company pays such claim and directs
the Executive to sue for a refund, the Company shall indemnify and hold the
Executive harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties) imposed with respect to such payment or with
respect to any imputed income in connection with such payment; and provided,
further, that any extension of the statute of limitations relating to payment of
taxes for the taxable year of the Executive with respect to which such contested
amount is claimed to be due is limited solely to such contested amount.
Furthermore, the Company's control of the contest shall be limited to issues
with respect to which the Gross-Up Payment would be payable hereunder, and the
Executive shall be entitled to settle or contest, as the case may be, any other
issue raised by the Internal Revenue Service or any other taxing authority.

(d) If, after the receipt by the Executive of a Gross-Up Payment or payment by
the Company of an amount on the Executive's behalf pursuant to Section 8(c), the
Executive becomes entitled to receive any refund with respect to the Excise Tax
to which such Gross-Up Payment relates or with respect to such claim, the
Executive shall (subject to the Company's complying with the requirements of
Section 8(c), if applicable) promptly pay to the Company the amount of such
refund (together with any interest paid or credited thereon after taxes
applicable thereto). If, after payment by the Company of an amount on the
Executive's behalf pursuant to Section 8(c), a determination is made that the
Executive shall not be entitled to any refund with respect to such claim and the
Company does not notify the Executive in writing of its intent to contest such
denial of refund prior to the expiration of 30 days after such determination,
then the amount of such payment shall offset, to the extent thereof, the amount
of Gross-Up Payment required to be paid.

(e) Notwithstanding any other provision of this Section 8, the Company may, in
its sole discretion, withhold and pay over to the Internal Revenue Service or
any other applicable taxing authority, for the benefit of the Executive, all or
any portion of any Gross-Up Payment, and the Executive hereby consents to such
withholding.

(f) Definitions. The following terms shall have the following meanings for
purposes of this Section 8:


                                       12
<PAGE>
      (1) "Excise Tax" shall mean the excise tax imposed by Section 4999 of the
      Code, together with any interest or penalties imposed with respect to such
      excise tax.

      (2) "Parachute Value" of a Payment shall mean the present value as of the
      date of the change of control for purposes of Section 280G of the Code of
      the portion of such Payment that constitutes a "parachute payment" under
      Section 280G(b)(2), as determined by the Accounting Firm for purposes of
      determining whether and to what extent the Excise Tax will apply to such
      Payment.

      (3) A "Payment" shall mean any payment or distribution in the nature of
      compensation (within the meaning of Section 280G(b)(2) of the Code) to or
      for the benefit of the Executive, whether paid or payable pursuant to this
      Agreement or otherwise.

      (4) The "Safe Harbor Amount" means 2.99 times the Executive's "base
      amount," within the meaning of Section 280G(b)(3) of the Code.

      (5) "Value" of a Payment shall mean the economic present value of a
      Payment as of the date of the change of control for purposes of Section
      280G of the Code, as determined by the Accounting Firm using the discount
      rate required by Section 280G(d)(4) of the Code.

SECTION 9. RESTRICTIVE COVENANTS. (a) During the Employment Period, the
Executive will not compete, directly or indirectly, with the Company. In
accordance with this restriction, but without limiting its terms, the Executive
will not:

      (1) enter into or engage in any business which competes with the business
      of the Company; or

      (2) solicit customers, business, patronage, or order for, or sell, any
      product or products in competition with, or for any business that competes
      with, the business of the Company; or

      (3) divert, entice, or take away any customers, business, patronage or
      orders of the Company or attempt to do so; or

      (4) promote or assist, financially or otherwise, any person, firm,
      association or corporation or any other entity engaged in any business
      which competes with the business of the Company.

            (b) For a period of twenty-four (24) months following the
Executive's Date of Termination, the Executive will not:

      (1) enter into or engage in any business that competes with the Company's
      business; or

      (2) solicit customers, business, patronage, or orders for, or sell any
      product(s) in competition with the Company's business; or


                                       13
<PAGE>
      (3) divert, entice, or otherwise take away any customers, business,
      patronage, or orders of the Company, or attempt to do so; or

      (4) promote or assist financially or otherwise, any person, firm,
      association, partnership, corporation, or any other entity engaged in any
      business which competes with the Company's business.

            (c) For the purposes of Sections 9(a) and (b), the Executive
understands that the Executive will be competing if the Executive engages in any
or all of the activities set forth therein directly as an individual on the
Executive's own account, or indirectly as a partner, joint venturer, employee,
agent, salesman, consultant, officer and/or director of any firm, association,
corporation, or other entity, or as a stockholder of any corporation in which
the Executive owns, directly or indirectly, individually or in the aggregate,
more than one percent (1%) of the outstanding stock; provided, however, that at
such time as the Executive is no longer employed by the Company, the Executive's
direct or indirect ownership as a stockholder of less than five percent (5%) of
the outstanding stock of any publicly traded corporation shall not by itself
constitute a violation of Sections 9(a) and (b).

            (d) For the purposes of Section 9(b), the Company's business is
defined as the manufacture, production, sale, marketing and/or distribution of
any product(s) and/or the rendering of any service(s) that are the same as or
similar to those manufactured, produced, sold, marketed, distributed and/or
rendered, as of the Date of Termination, by the Company.

            (e) The Executive and the Company understand that the activities set
forth in Section 9(b) shall be prohibited only within the United States, Canada
and Puerto Rico or such lesser geographic area as to which or for which the
Executive was assigned or had responsibility at the Executive's Date of
Termination or at any time during the twenty-four (24) month period immediately
preceding the Date of Termination.

            (f) If it shall be judicially determined that the Executive has
violated any of the Executive's obligations under Section 9 (b), then the period
applicable to the obligation which the Executive shall have been determined to
have violated shall automatically be extended by a period of time in length to
the period during which said violation(s) occurred.

            (g) For a period of twenty-four (24) months following the
Executive's Date of Termination, the Executive will not directly or indirectly
at any time solicit or induce or attempt to solicit or induce any employee(s) or
any sales representative(s), agent(s), or consultant(s) of the Company or any of
the Affiliated Companies entities to terminate their employment, representation
or other association with the Company or such entity.

            (h) During the Employment Period and at any time thereafter, the
Executive will not disclose, furnish, disseminate, make available or, except in
the ordinary course of performing the Executive's duties on behalf of the
Company, use any trade secrets or confidential business and technical
information of the Company, or any of the Affiliated Companies or their
customers, without limitation as to when it was acquired by the Executive or
whether it was compiled or obtained by, or furnished to the Executive, while the
Executive was employed by the Company. Such trade secrets and confidential
business and technical information are consid-

                                       14
<PAGE>
ered to include, without limitation, the vision care plans, vendor lists, vendor
terms and programs, merchandise costs, financial statistics, research data, or
any other statistics and plans contained in monthly and annual review books,
profit plans, capital plans, critical issues plans, strategic plans, or
merchandising, marketing real estate, or store operations plans. The Executive
specifically acknowledges that all such information, whether reduced to writing
or maintained in the Executive's mind or memory and whether compiled by the
Company and/or the Executive derives independent economic value from its
disclosure or use, that reasonable efforts have been put forth by the Company to
maintain the secrecy of such information, that such information is and will
remain the termination of the Executive's relationship with the Company (except
in the court of performing the Executive's duties) shall constitute a
misappropriation of the Company's trade secrets, provided, however, that this
restriction shall not apply to information which is in the public domain or
otherwise made public by others through no fault of the Executive.

            The above restrictions on disclosure and use of confidential
information shall not prevent the Executive from: (1) using or disclosing
information in the good faith performance of the Executive's duties on behalf of
the Company; (2) using or disclosing information to another employee to whom
disclosure is required to perform in good faith the duties either of the Company
or on behalf of the Company; (3) using or disclosing information to another
person or entity pursuant to a binding confidentiality agreement in a
Company-approved form as part of the performance in good faith of the
Executive's duties on behalf of the Company or as authorized in writing by the
Company; (4) at any time after the period of the Executive's employment using or
disclosing information to the extent such information is, through no fault or
disclosure of the Executive's, generally known to the public; (5) using or
disclosing information which was not disclosed to the Executive by the Company
or otherwise during the period of the Executive's employment which is then
disclosed to the Executive after termination of the Executive's employment with
the Company by a third party who is under no duty or obligation not to disclose
such information; or (6) disclosing information as required by law. If the
Executive becomes legally compelled to disclose any of the confidential
information, the Executive shall (i) provide the Company with reasonable prior
written notice of the need for such disclosure such that the Company may obtain
a protective order and (ii) exercise reasonable efforts to obtain reliable
assurances that confidential treatment will be accorded to the confidential
information.

            (i) The Executive expressly agrees and understands that the remedy
at law for any breach by the Executive of this Section 9 will be inadequate and
that the damages flowing from such breach are not readily susceptible to being
measured in monetary terms. Accordingly, the Executive acknowledges that upon
the Executive's violation of any provision of this Section 9, the Company shall
be entitled to immediate injunctive relief and may obtain a temporary order
restraining any threatened of further breach without the necessity of proof of
actual damage. Nothing in this Agreement shall be deemed to limit the Company's
remedies at law or in equity for any breach by the Executive of any of the
provisions of this Agreement which may be pursued or availed of by the Company.

SECTION 10. SUCCESSORS. (a) This Agreement is personal to the Executive, and,
without the prior written consent of the Company, shall not be assignable by the
Executive other than by will

                                       15
<PAGE>
or the laws of descent and distribution. This Agreement shall inure to the
benefit of and be enforceable by the Executive's legal representatives.

            (b) This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns. Except as provided in Section 10(c),
without the prior written consent of the Executive this Agreement shall not be
assignable by the Company.

            (c) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. "Company" means the Company as hereinbefore defined and any
successor to its business and/or assets as aforesaid that assumes and agrees to
perform this Agreement by operation of law or otherwise.

SECTION 11. MISCELLANEOUS. (a) This Agreement shall be governed by and construed
in accordance with the laws of the State of Ohio, without reference to
principles of conflict of laws. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect. This Agreement may not
be amended or modified other than by a written agreement executed by the parties
hereto or their respective successors and legal representatives.

            (b) Prior to the Effective Date, the Executive's employment is
governed by any current contract of employment or severance agreement, including
without limitation the agreement between the Executive and the Company, dated
April 19, 2002 (the "Current Agreement"). After the Effective Date, except as
provided specifically in Section 9 of this Agreement, this Agreement supercedes
any such contract of employment (including any change of control provisions in
the Current Agreement); provided, that, following the end of the Employment
Period, if the Executive remains employed by the Company, the Current Agreement
shall continue in effect pursuant to its terms.

            (c) All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:

            if to the Executive:      At the most recent address on file for the
                                      Executive at the Company.




            if to the Company:        Cole National Corporation
                                      5915 Landerbrook Drive
                                      Mayfield Hts., Ohio 44124
                                      Attention:  General Counsel


                                       16
<PAGE>
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

            (d) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.

            (e) The Company may withhold from any amounts payable under this
Agreement such United States federal, state or local or foreign taxes as shall
be required to be withheld pursuant to any applicable law or regulation.

            (f) The Executive's or the Company's failure to insist upon strict
compliance with any provision of this Agreement or the failure to assert any
right the Executive or the Company may have hereunder, including, without
limitation, the right of the Executive to terminate employment for Good Reason
pursuant to Sections 4(c)(1) through 4(c)(5), shall not be deemed to be a waiver
of such provision or right or any other provision or right of this Agreement.


                                       17
<PAGE>
            IN WITNESS WHEREOF, the Executive has hereunto set the Executive's
hand and, pursuant to the authorization from the Board, the Company has caused
these presents to be executed in its name on its behalf, all as of the day and
year first above written.

                                          COLE NATIONAL CORPORATION




                                          /s/ Leslie D. Dunn
                                          --------------------------------------
                                          By: Leslie D. Dunn
                                          Title:  Senior Vice President




                                          /s/ Lawrence E. Hyatt
                                          --------------------------------------
                                          Lawrence E. Hyatt


                                       18

</TEXT>
</DOCUMENT>
