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(1)	To elect three (3) Class II Directors to our Board of Directors, to fill the (3) vacancies that will be created by the expiration of the term of the Class II Directors, whose term expires at the meeting.

 

(2)	To ratify the selection of Rosen Seymour Shapss Martin & Company LLP, as our independent auditors for the fiscal year ending December 31, 2010.

 

(3)	To transact such other business as may properly come before the meeting.

 

 

By Order of the Emerging Vision, Inc. Board of Directors /s/ Glenn Spina                                            Glenn Spina Chief Executive Officer

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, WE URGE YOU TO VOTE AS SOON AS POSSIBLE BY EITHER (1) COMPLETING, DATING, SIGNING AND MAILING THE ENCLOSED PROXY CARD(S) IN THE POSTAGE PRE-PAID ENVELOPE PROVIDED, (2) CALLING THE TOLL-FREE NUMBER PRINTED ON YOUR PROXY CARD(S) AND FOLLOWING THE RECORDED INSTRUCTIONS OR (3) VISITING THE WEBSITE INDICATED ON YOUR PROXY CARD(S) AND FOLLOWING THE ON-LINE INSTRUCTIONS. YOU MAY REVOKE A PREVIOUSLY SUBMITTED PROXY AT ANY TIME BEFORE THE MEETING BY WRITTEN NOTICE TO SUCH EFFECT, BY SUBMITTING A SUBSEQUENTLY  DATED  PROXY OR BY  ATTENDING  THE  MEETING  AND VOTING IN PERSON.

 

 

(i)	FOR the election, to our Board of Directors, of those nominees named in the proxy; and

 

(ii)	FOR the ratification of the selection of Rosen Seymour Shapss Martin & Company LLP as our independent auditors for the fiscal year ending December 31, 2010.

 

 

 

 

 

 

Name and Principal Position		Year				Salary				Bonus (3)				All Other Compensation (4)				Total
Glenn Spina, President and Chief Executive Officer (“CEO”) (1)			2009 2008			$ $	21,000  -				-  -			$ $	1,000  -			$ $	22,000  -
Christopher G. Payan, Former CEO (2)			2009  2008			$ $	252,000  275,000				-  -			$ $	12,000 13,000			$ $	264,000 288,000
Neil Glachman, President – Combine			2009  2008			$ $	210,000  210,000			$ $	50,000 93,000				-  -			$ $	260,000 303,000
Samuel Z. Herskowitz, Chief Marketing Officer			2009  2008			$ $	200,000 190,000				-  -			$ $	10,000 10,000			$ $	210,000  200,000

1.	Mr. Spina became our President and CEO on December 1, 2009.

2.	Mr. Payan served as our Chief Executive Officer through November 30, 2009, at which time his employment agreement expired.

3.	Represents bonuses paid to Mr. Glachman for the years ended December 31, 2009 and 2008, respectively.

4.	Represents car allowances payments, and medical and dental reimbursements.

 

In June 2010, we filed an action against Mr. Glachman, Combine Optical Management Corporation ("COMC"), which is owned by Mr. Glachman, James Lashenick (the former bookkeeper of Combine Buying Group, Inc.) and various entities which Glachman purportedly owns and/or operates (the "Glachman Entities").  We claim, among other things, that Mr. Glachman and COMC breached the Asset Purchase Agreement dated September 29, 2006, pursuant to which our subsidiary purchased substantially all of the assets and business of Combine Buying Group, Inc.; Mr. Glachman breached the Glachman Employment Agreement and his common law fiduciary duty of loyalty; and the various Glachman Entities, COMC and Mr. Lashenick aided such breach of fiduciary duty.  The defendants, in their Answer, asserted defenses to our claims, and Mr. Glachman and COMC asserted counterclaims against us, including, among others, that we breached the Security Agreement executed in connection with the Asset Purchase Agreement; anticipatorily breached the Asset Purchase Agreement; and breached the Glachman Employment Agreement by terminating him.  The defendants seek injunctive relief, including monetary damages, assurances of our obligation of payment on Mr. Glachman's $700,000 Put Option, assurances of our obligation of payment under the terms of the $225,000 promissory note due October 1, 2010, and costs and attorney fees.  As of the date of this proxy statement, these proceedings were in the discovery stage.

 

We also contend that the bonuses previously paid to Mr. Glachman, along with any future bonuses, were not achieved in good faith, and we will be looking for restitution of these payments.

 

Option Awards
Name		Number of Securities Underlying Unexercised Options Exercisable				Number of Securities Underlying Unexercised Options Unexercisable				Option Exercise Price			Option Expiration Date
Glenn Spina			-				3,000,000			$	0.10		11/30/2019
Christopher G. Payan			50,000				-			$	0.26		7/16/2011
Neil Glachman (1)			3,515,625				-			$	0.15		9/28/2016
Samuel Z. Herskowitz			1,841,180  37,500				-  -			$ $	0.14  0.33		12/30/2014 4/26/2011

1.	Commencing on September 29, 2010, and expiring September 28, 2016, 2,187,500 common stock options may be put back to us at a put price per share of $0.32.

Name		Fees Earned or Paid in Cash				Total
Alan Cohen, O.D.		$	26,000			$	26,000
Joel L. Gold		$	26,000			$	26,000
Harvey Ross (1)		$	26,000			$	26,000
Jeffrey Rubin (2)		$	24,500			$	24,500
Seymour G. Siegel (3)		$	36,833			$	36,833

 

1.	Mr. Ross resigned from the Board of Directors on January 12, 2010.

2.	Mr. Rubin resigned from the Board of Directors on November 4, 2009.

3.	The fees reflected in the table above include an additional $10,000 that Mr. Siegel received during 2009 in consideration of his serving as Chairman of the Audit Committee, and an additional $833 in consideration for serving as Lead Director on Corporate Governance.

4.	There were no options granted to the directors during fiscal 2009.

Name and Address of Beneficial Owner		Amount and Nature Beneficial Ownership				Percent of Class
Dr. Alan Cohen (a) c/o Cohen Fashion Optical 100 Quentin Roosevelt Boulevard Suite 400 Garden City, New York 11530			8,123,590	(1)			6.5	%
Neil Glachman (b) 17888 Fieldbrook Circle Boca Raton, Florida 33496			3,515,625	(2)			2.7	%
Joel L. Gold (a) c/o Andrew Garrett 425 Park Avenue, 22nd Floor New York, New York 10022			701,500	(3)			*
Samuel Z. Herskowitz (b) 520 8th Avenue, 23rd Floor New York, New York 10018			1,978,680	(4)			1.6	%
Horizons Investors Corp. 2869 Pitkin Avenue Brooklyn, New York 11208			50,526,543	(5)			40.3	%
Jeffrey E. Kolton (a) 142 West End Avenue New York, New York 10023			150,000	(6)			*
Harvey Ross 3140 Route 22 West Somerville, New Jersey 08876			19,464,936	(7)			14.6	%
Seymour G. Siegel (a) c/o Rothstein Kass 1350 Avenue of the Americas, 15th Floor New York, New York 10019			575,000	(8)			*
Joseph Silver (a) 7000 Island Blvd. Aventura, Florida 33160			150,000	(9)			*
Glenn Spina (a) (b) 520 8th Avenue, 23rd Floor New York, New York 10018			3,000,000	(10)			2.3	%
All directors and executive officers as a group (8 persons)			15,599,360	(11)			11.7	%

*           less than 1%

(a) Director

(b) Named Executive Officer

(1)	Includes (i) the right to acquire 475,000 shares of Common Stock upon the exercise of presently exercisable, outstanding options, (ii) the right to acquire 150,000 shares of Common Stock upon the exercise of presently vested options not approved to be exercised as of the date hereof, and (iii) 26,700 shares owned by Dr. Cohen, as custodian for Dr. Cohen’s children, as to which Dr. Cohen disclaims beneficial ownership, but excludes 16,840,528 shares, in the aggregate, held in trust for Dr. Cohen’s minor children as beneficiaries, in respect of which Dr. Cohen is not a trustee and has no dispositive or investment authority, and as to which he disclaims beneficial ownership.
(2)	Includes the right to acquire 3,515,625 shares of Common Stock upon the exercise of presently exercisable, outstanding options.  Additionally, commencing on September 29, 2010 and expiring September 28, 2016, 2,187,500 options may be put back to the Company at a put price per share of $0.32.
(3)	Includes (i) 76,500 shares of Common Stock owned by Mr. Gold’s children, (ii) the right to acquire 475,000 shares of Common Stock upon the exercise of presently exercisable, outstanding options, and (iii) the right to acquire 150,000 shares of Common Stock upon the exercise of presently vested options not approved to be exercised as of the date hereof, but excludes an additional 5,000 shares of Common Stock owned by Mr. Gold’s wife, as to which Mr. Gold disclaims beneficial ownership.
(4)	Includes the right to acquire 1,878,680 shares of Common Stock upon the exercise of presently exercisable, outstanding options.
(5)	Includes (i) shares of Common Stock owned by Horizons Investors Corp., a New York corporation principally owned by Benito R. Fernandez, a former director of the Company and (ii) the right to acquire 100,000 shares of Common Stock upon the exercise of presently exercisable, outstanding options.
(6)	Represents the right to acquire 150,000 shares of Common Stock upon the exercise of presently vested options not approved to be exercised as of the date hereof.
(7)	Includes shares of Common Stock owned by Harvey Ross, a former director of the Company, and includes (i) the right to acquire 425,000 shares of Common Stock upon the exercise of presently exercisable, outstanding options and (ii) as reported by Mr. Ross on an amendment to Schedule 13D filed with the Securities and Exchange Commission, pursuant to an agreement between Mr. Ross and Christopher Payan, the former Chief Executive Officer of the Company, Mr. Ross has the right to cause Mr. Payan to exercise an option to purchase 7,208,220 shares of Common Stock and to assign the underlying shares of Common Stock to Mr. Ross.
(8)	Represents (i) the right to acquire 425,000 shares of Common Stock upon the exercise of presently exercisable, outstanding options, and (ii) the right to 150,000 shares of Common Stock upon the exercise of presently vested options not approved to be exercised as of the date hereof.
(9)	Represents the right to acquire 150,000 shares of Common Stock upon the exercise of presently vested options not approved to be exercised as of the date hereof.
(10)	Represents the right to acquire 1,000,000, 1,000,000 and 1,000,000 shares of Common Stock upon the exercise of outstanding options that vest on January 1, 2011, January 1, 2012 and January 1, 2013, respectively, which are not exercisable until the approval by the our shareholders of the authorization of a sufficient number of shares of Common Stock to enable the exercise and/or conversion of all options and derivative securities outstanding at the time the increase of shares is authorized.
(11)	Includes (i) the right to acquire 4,174,270 shares of Common Stock upon the exercise of presently exercisable, outstanding options, (ii) the right to acquire 750,000 shares of Common Stock upon the exercise of presently vested options not approved to be exercised as of the date hereof, (iii) 26,700 shares owned by Dr. Cohen, as custodian for each of Erica and Nicole Cohen (as to which Dr. Cohen disclaims beneficial ownership), and (iv) 3,000,000 shares of Common Stock upon the exercise of outstanding options that vest in 1,000,000 increments on January 1, 2011, January 1, 2012 and January 1, 2013, respectively, but are not exercisable until the approval by the our shareholders of the authorization of a sufficient number of shares of Common Stock to enable the exercise and/or conversion of all options and derivative securities outstanding at the time the increase of shares is authorized.  In accordance with Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended, the 4,174,270 shares of Common Stock for which the Company’s directors and executive officers, as a group, hold currently exercisable options, have been added to the total number of issued and outstanding shares of Common Stock solely for the purpose of calculating the percentage of such total number of issued and outstanding shares of Common Stock beneficially owned by such directors and executive officers as a group.

Name	Beneficial Ownership	Percent of Class
Rita Folger 1257 East 24th Street Brooklyn, NY 11210	0.74 (1)	100%

(1)	These shares are convertible into an aggregate of 98,519 shares of Common Stock; and the holder thereof will be entitled to cast that number of votes at any meeting of shareholders.

 

· to the extent that Insight IPA and Insight MVC have agreed with third party organizations to administer Managed Care Plans (i.e., to process and forward claims from providers for payment, respond to eligibility determinations and receive and distribute payments), perform such functions on behalf of Insight IPA and Insight MVC and, to collect and distribute payments to franchisees and our store operators who have entered into provider agreements with Insight IPA and/or Insight MVC (“Insight Providers”);

· be responsible for the credentialing of all Insight Providers;

· provide support for Insight Providers in seeking to resolve any issues, including requirements of applicable managed care plans and claim status; and

· allow certain of our franchisees and store operators (that are not Insight Providers) the opportunity to serve as providers for Vision World.

 

 

 

 

Name	Age	Positions and Offices Held	Year Became Director
Directors to Continue in Office Until 2011 Annual Meeting of Shareholders (Class I Directors):
Dr. Alan Cohen	60	Chairman of the Board	1992
Seymour G. Siegel	67	Director	2004
Jeffrey E. Kolton	50	Director	2010
Nominees to serve in Office Until 2012 Annual Meeting of Shareholders (Class II Directors):
Joel L. Gold	68	Director	1995
Glenn Spina	53	Director, President and Chief Executive Officer	2009
Joseph Silver	65	Director	2010

 

 

 

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EMERGING VISION, INC. 520 8th Avenue 23rd Floor New York, NY 10018

 

 

 

 

 

 

All All     Except        individual nominee(s) mark “For All Except” and write the number(s) of the nominee(s) on the line below.

 

 

 

For       Against Abstain 0 0 0

 

2 Proposal to ratify the selection of Rosen Seymour Shapss Martin & Company LLP as independent auditors for the Company for the fiscal year ending December 31, 2010.

[PLEASE SIGN WITHIN BOX]

Signature (Joint Owners)

Date

Date

Proxy This Proxy is Solicited on Behalf of the Board of Directors of Emerging Vision, Inc. Annual Meeting of Shareholders: November 9, 2010

The undersigned shareholder of Emerging Vision, Inc., a New York corporation (the "Company"), hereby appoints Mr. Glenn Spina as his/her/its attorney and proxy, with full powers of substitution and revocation, to vote, as designated on the reverse side, all of the shares of the Company that the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Company to be held at the offices of Certilman Balin Adler & Hyman, LLP, at 90 Merrick Avenue, East Meadow, New York 11554, at 10:00 a.m. (local time), on November 9, 2010, or any adjournment, adjournments, postponements or continuations thereof, in accordance with the instructions on the reverse side hereof.

This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this Proxy will be voted "FOR" the election of each of the named nominees as directors and "FOR" Proposal 2. The Proxy is authorized to vote as he may determine, in his discretion, upon such other business as may properly come before the Meeting.

Continued and to be signed on reverse side