This excerpt taken from the EYE DEF 14A filed Apr 20, 2006.
Termination by Us Without Cause or by the Executive for Good Reason. In the event that the executive is terminated by us other than for cause, or if the executive terminates his or her employment for good reason, the executive will receive severance pay that includes:
· a prorated portion of the executives targeted annual bonus;
· an amount representing the executives unused accrued vacation time (at his or her base salary rate) through the date of termination;
· continued medical and other welfare plan coverage for the executive and his or her eligible dependents for twelve months;
· a severance payment calculated by multiplying the executives annual compensation by two (three in the case of Mr. Mazzo). For the purposes of this severance payment calculation, the executives annual compensation is defined as the sum of (i) the higher of the executives then-current base salary or his or her highest annual salary within the five-year period ending at the time of his or her termination plus (ii) a management bonus increment, which is equal to the higher of 100% of his or her then-current annual target bonus rate or the average of the two highest of the last five bonuses paid by us to the executive.
The employment agreements define cause to include, among other things, the conviction of the executive of any felony, material misconduct, or refusal to comply with the written instructions of our board of directors. The employment agreements also define good reason to include any material change in the executives duties or the material reduction or adverse modification of the executives compensation.