Corporate Controller 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 effective as of the date hereof (the "Effective Date").



In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



1. Employment. The Company shall employ Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement, for the period beginning on the Effective Date and ending as provided in paragraph 4 hereof (the "Employment Period").



2. Position and Duties.



(a) During the Employment Period, Executive shall serve as the Corporate Controller of the Company and shall have the normal duties, responsibilities and authority of such position.



(b) Executive shall report to the Company's senior executive officers and such other persons as the board of directors (the "Board") may direct from time to time, and Executive shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive shall perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner.



(c) For purposes of this Agreement, "Subsidiaries" shall mean any corporation of which the securities having a majority of the voting power in electing directors are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.



3. Base Salary and Benefits.



(a) During the first year of the Employment Period, Executive's base salary shall be $60,000 per annum (the "Base Salary"), which salary shall be payable in regular installments in accordance with the Company's general payroll practices and shall be subject to customary withholding. Thereafter, the Base Salary shall be such higher rate as the Board may designate from time to time. As used in this Agreement, the term "Base Salary" shall be deemed to include any such increases as may be designated from time to time by the Board. During the Employment Period, Executive shall be entitled to participate in all of the Company's employee benefit programs for which management employees of the Company and its Subsidiaries are generally eligible (including the Company's stock option program).







(b) In addition to the Base Salary, the Board will award an annual bonus of up to 25% of the Executive's Base Salary to Executive following the end of each fiscal year during the Employment Period upon the Company achieving certain operating targets as determined by the Board at the beginning of each fiscal year during the Employment Period. In addition to the Base Salary and any bonuses payable to Executive pursuant to this paragraph, Executive shall be entitled to the following benefits during the Employment Period:



(i) reimbursement for the cost of an annual physical examination

by a physician of Executive's choice;



(ii) a maximum of two weeks vacation each year with salary,

subject to additional weeks upon Board approval; and



(iii) reimbursement for travel, entertainment and other business

expenses reasonably incurred by Executive (including costs associated

with the use of a mobile telephone).



4. Termination. (a) The Employment Period shall continue until earlier of (i) the third anniversary of the Effective Date (the "Expiration Date") or (ii) Executive's resignation, death or disability or other incapacity (as determined by the Board in its good faith judgment) or until the Board determines in its good faith judgment that termination of Executive's employment is in the best interests of the Company. Notwithstanding the foregoing, the Employment Period shall be automatically extended for an additional year unless either the Company or the Executive delivers written notice to the other within 60 days of the Expiration Date of its or his intention not to extend the Employment Period. In the event of Executive's resignation (other than due to a breach by the Company of paragraph 2(a)) or termination for Cause (as defined herein), Executive shall not be entitled to receive his Base Salary or any fringe benefits or bonuses for periods after the termination of the Employment Period. Upon any other termination of the Employment Period, Executive shall be entitled to receive (i) his Base Salary and the health and disability benefits described in paragraph 3(a) for a period of 12 months thereafter, and (ii) following the end of the fiscal year in which Executive's employment is terminated and the determination of the amount of bonus which Executive would have been entitled if he remained employed by the Company or its Subsidiaries for the entire fiscal year (the "Bonus Amount"), (A) 50% of the Bonus Amount if such termination occurs in the first six months of such fiscal year, or (B) 100% of the Bonus Amount if such termination occurs in the second six months of such fiscal year.



(b) For purposes of this Agreement, "Cause" shall mean (i) the willful and continued failure by Executive to perform his duties of the position set forth herein or his continued failure to perform duties reasonably requested or reasonably prescribed by the Board (other than as a result of Executive's death or disability), (ii) the engaging by Executive in conduct which is materially monetarily injurious to the Company or any of its Subsidiaries, (iii) gross negligence or willful misconduct by Executive in the performance of his duties which results in, or causes, material monetary harm to the Company or any of its Subsidiaries, or (iv) Executive's commission of a felony











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or other civil or criminal offense involving moral turpitude. In the case of (i), (ii) and (iii) above, finding of Cause for termination shall be made only after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board. A determination of Cause by the Board shall ...