This excerpt taken from the EYE 8-K filed Jan 13, 2009.
Tender and Support Agreements
Concurrently with the execution of the Merger Agreement, James V. Mazzo, the Companys Chairman and Chief Executive Officer, G. Mason Morfit, one of the Companys directors and two entities that are affiliated with Mr. Morfit (ValueAct Capital Master Fund, L.P. and ValueAct Capital Master Fund III, L.P.) entered into separate Tender and Support Agreements (the Tender and Support Agreements) with Parent and Purchaser under which they, among other things, (i) agreed to not Transfer (as defined therein) any of their Shares during the term of the agreement, subject to certain exceptions; (ii) agreed to tender all of their Shares pursuant to the Offer; (iii) agreed to vote (or execute a consent with respect to) the Shares in favor of the Merger; and (iv) agreed to vote against (or execute a consent with respect to) any action or agreement that would result in a breach of any covenant, representations or warranty or any other obligation or other agreement of the Company under the Merger Agreement and to vote against any action or agreement (other than the Merger Agreement) that would, directly or indirectly, impede, interfere with, delay, postpone or directly or indirectly, discourage the Offer or the Merger.
The Tender and Support Agreements terminate on the earliest of (i) the mutual written consent of the parties; (ii) the Effective Time (as defined in the Merger Agreement); (iii) the termination of the Merger Agreement in accordance with its terms; and (iv) the amendment of the Offer or the Merger Agreement to provide for a reduction in the Offer price or a change in the form of consideration to be paid in the Offer.
Copies of the Tender and Support Agreements are attached hereto as Exhibit 10.1 and Exhibit 10.2 and are incorporated herein by reference. The foregoing description of the Tender and Support Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Tender and Support Agreements.