EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") executed the 25 day of
April, 1997, but effective as of the 24th day of February, 1997 (the "Effective
Date"), is made by and between ION LASER TECHNOLOGY, INC., a Utah corporation
having its principal place of business in Salt Lake City, Utah (the "Company"),
and E. XXXXX XXXXXXX, a resident of California (the "Executive").
RECITALS
A. The Company desires to retain the services of the Executive, not
presently a shareholder, officer nor director of the Company, and the Executive
desires to render such services, upon the terms and conditions contained herein.
B. The Board of Directors of the Company (the "Board"), by appropriate
resolutions, authorized the employment of the Executive as provided for in this
Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the covenants contained herein, the
above recitals and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
ARTICLE I
DUTIES
1.01 Duties. The Company hereby employs the Executive, and the Executive
hereby accepts employment, as the Company's President and Chief Executive
Officer upon the terms and conditions contained herein. The Executive shall
exercise the authority and assume the responsibilities: (i) specified in the
Company's Bylaws; (ii) of a President and Chief Executive Officer of a
corporation of the size and nature of the Company; and (iii) prescribed by the
Board from time to time. Promptly after the Effective Date (but, in no case
more than three (3) months thereafter), the Board shall cause the Executive to
be elected as a director of the Board and the Board shall use its reasonable
best efforts to cause the Executive to remain as a director during the entire
Contract Term, as such term is defined under Article II.
1.02 Other Business. During the Contract Term, and excluding any periods
of vacation, sick leave or disability to which the Executive is entitled, the
Executive agrees to devote the Executive's full attention and time to the
business and affairs of the Company and, to the extent necessary to discharge
the duties assigned to the Executive hereunder, to use the Executive's best
efforts to perform faithfully and efficiently such duties. Notwithstanding the
foregoing, but subject to (i) the advance approval of the Chairman of the Board,
and (ii) the provisions of Article VI hereof, the Executive shall be entitled to
serve on the board of directors of up to two (2) publicly held companies other
than the Company and a reasonable number of privately held companies either
operated or controlled by the Executive or a relative or family member of the
Executive.
ARTICLE II
TERM OF AGREEMENT
The term of this Agreement shall commence on the Effective Date and shall
terminate at 11:59 p.m. Mountain Standard Time on March 31, 2000 (the "Contract
Term") unless sooner terminated hereunder.
ARTICLE III
COMPENSATION
During the Contract Term, the Company shall pay, or cause to be paid to the
Executive in cash in accordance with the normal payroll practices of the Company
for senior executive officers (including deductions, withholdings and
collections as required by law), the following:
3.01 Annual Base Salary. In installments not less frequently than
monthly, an annual base salary ("Annual Base Salary") equal to: (i) One Hundred
Seventy-Five Thousand Dollars ($175,000) for the period commencing on the
Effective Date and ending on Xxxxx 00, 0000, (xx) One Hundred Ninety-Five
Thousand Dollars ($195,000) for the period commencing on April 1, 1998 and
ending on March 31, 1999; and (iii) an amount determined by the Board, but in
no case less than One Hundred Ninety-Five Thousand Dollars ($195,000) for the
period commencing on April 1, 1999 and ending on March 31, 2000; and
3.02 Annual Bonus. A cash bonus (the "Annual Bonus") to be paid each
year, subject to the achievement of goals established by the Board in accordance
with this Section 3.02, at the same time bonuses are generally paid to other
senior executives of the Company for the relevant fiscal year. Each year of the
Contract Term the Board shall approve objective and quantifiable annual goals
which shall be reduced to writing and presented to the Executive on or before
the sixtieth (60th) day after the Effective Date or the commencement of the
Company's fiscal year, as appropriate. The Annual Bonus potential shall be fifty
percent (50%) of the Executive's Annual Base Salary.
ARTICLE IV
OTHER BENEFITS
4.01 Incentive Savings and Retirement Plans. The Executive shall be
entitled to participate, during the Contract Term, in all incentive (including
annual and long-term incentives), savings and retirement plans, practices,
policies and programs available to other senior executives of the Company.
4.02 Signing Bonus. The Executive shall be entitled to a cash bonus of
Twenty-Five Thousand Dollars ($25,000) (the "Signing Bonus") for signing this
Agreement and accepting the Company's offer to become its President and Chief
Executive Officer. The Signing Bonus shall be paid to the Executive during the
first payroll period after the Effective Date.
4.03 Welfare Benefits. Immediately upon the Effective Date and
throughout the Contract Term, the Executive and/or the Executive's family, as
the case may be, shall be entitled to participate in, and shall receive all
benefits under, all welfare benefit plans, practices, policies and programs
provided by the Company (including without limitation, medical, prescription,
dental, disability, salary continuance, employee life, group life, dependent
life, accidental death and travel accident insurance plans and programs) at a
level that is equal to other senior executives of the Company.
4.04 Fringe Benefits. Immediately upon the Effective Date and throughout
the Contract Term, the Executive shall be entitled to participate in all fringe
benefit programs provided by the Company to its senior executives.
4.05 Expenses. During the Contract Term, the Executive shall be entitled
to receive prompt reimbursement for all reasonable employment-related expenses
which are tax deductible by the Company as business expenses and incurred by the
Executive. The Executive shall be reimbursed upon the Company's receipt of
accountings in accordance with practices, policies and procedures applicable to
senior executives of the Company.
4.06 Office and Support Staff. During the Contract Term, the Executive
shall be entitled to an office, furnishings, other appointments, personal
secretarial assistance and other assistance, commensurate with the position of
President and Chief Executive Officer of the Company, all of which shall be
adequate for the performance of the Executive's duties.
4.07 Vacation. The Executive shall be entitled to twenty (20) paid
vacation days per fiscal year commencing April 1, 1997. Such paid vacation days
shall accrue without cancellation, expiration or forfeiture.
4.08 Living Accommodations. Commuting and/or Relocation Costs. In view
of the fact that the Executive's primary residence is not within the vicinity of
the Company's headquarters, the Company shall, for a period of one (1) year
after the Effective Date, reimburse the Executive for (i) the reasonable costs
of commuting from his current residence to the Company's headquarters and (ii)
the reasonable costs of securing and maintaining temporary, secondary living
accommodations near the Company's headquarters. During the Contract Term,
should the Executive determine to relocate his primary residence to within 50
miles of the Company's headquarters, the Company shall reimburse the Executive
for reasonable relocation expenses.
4.09 Stock Options. The Executive is hereby granted options to purchase
225,000 shares (the "Options") of the Company's common voting stock par value
$.001 per share (the "Common Stock"), at an exercise price per share of $9.00.
Subject to (i) the terms of the Company's 1996 Long-Term Incentive and Stock
Investment Plan or any successor plan thereto (the "Stock Plan") and (ii)
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), the
Options shall be qualified Incentive Stock Options under Section 422 of the
Code. Eighteen Thousand Seven Hundred Fifty (18,750) Options shall vest and
become exercisable on each April 1, July 1, October 1, and January 1 of the
Contract Term. All Options shall be issued pursuant to the Stock Plan. A copy
of the Stock Plan shall have been delivered to the Executive prior to the
Effective Date.
ARTICLE V
CHANGE OF CONTROL
5.01 Definitions. The following terms shall have the meaning set forth
below:
(a) The term "Continuing Directors" shall mean those members of the
Board at any relevant time (i) who were directors on the Effective Date or (ii)
who subsequently were approved for nomination, election or appointment to the
Board by at least two-thirds of the Continuing Directors on the Board at the
time of such approval (the directors described in subsection (ii) are referred
to herein as the "Approved Directors").
(b) The term "Change in Control" shall mean a change in control of
beneficial ownership of the Company's voting securities of a nature that would
be required to be reported pursuant to Item 6(e) of Schedule 14A of Regulation
14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
or any similar item on a successor or revised form; provided, however, that a
Change in Control shall be deemed to have occurred when:
(i) Any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities
representing thirty percent (30%) or more of the combined voting power of the
Company's then outstanding voting securities; or
(ii) During any period of two consecutive years, the
individuals who at the beginning of such period constituted the Board, together
with any Approved Directors elected during such period, cease for any reason to
constitute at least a majority of the Board; provided, however, that if a Change
in Control under this clause (b)(ii) has not occurred, the Continuing Directors
(by a vote of at least two-thirds of the Continuing Directors then on the Board)
may: (1) approve in advance an acquisition resulting in a change of beneficial
ownership as described in clause (b)(i), in which case it shall not constitute
a Change in Control; or (2) if at any time after such an acquisition as
described in clause (b)(i), no person beneficially owns securities of the
Company representing 30% or more of the combined voting power of the Company's
then outstanding securities, declare that a Change in Control has ceased, in
which case the provisions of this Article V shall not apply from that time
forward, unless another Change in Control occurs; or
(iii) The shareholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company's assets.
(c) The term "Good Reason," in connection with the termination by
the Executive of his employment with the Company subsequent to a Change of
Control, shall mean:
(i) A diminution in the responsibilities, title or office of
the Executive such that he does not serve as President or Chief Executive
Officer of the Company (which diminution was not for "Cause" (as defined below)
or the result of the Executive's disability), or the assignment (without the
Executive's express written consent) by the Company to the Executive of any
significant duties that are inconsistent with the Executive's position, duties,
responsibilities and status as President and Chief Executive Officer of the
Company;
(ii) Any reduction by the Company in the Executive's Annual
Base Salary as the same may be increased from time to time in accordance with
this Agreement;
(iii) The Company's transfer or assignment of the Executive,
without the Executive's prior express written consent, to any location other
than the Company's principal place of business in Salt Lake County, Utah,
except for required travel on Company business to an extent that does not
constitute a substantial abrupt departure from the Executive's normal business
travel obligations;
(iv) The failure by the Company to continue in effect any
material benefit or compensation plan, life insurance plan, health and medical
benefit plan, disability plan or any other benefit plan in which the Executive
is a participant, or the taking of any action by the Company that would
adversely affect the Executive's right to participate in, or materially reduce
the Executive's benefits under, any of such plans or benefits, or deprive the
Executive of any material fringe benefit enjoyed by the Executive;
(v) The failure by the Board to cause the Executive to be
elected to the Board within three (3) months after the Effective Date; and
(vi) The failure of the Executive to serve as a director of
the Board (except if such decision not to serve was made voluntarily by the
Executive) at any time from his initial election to the Board through the end of
the Contract Term.
(d) The terms "Parachute Payments" and "Excess Parachute Payments"
shall each have the meanings attributed to them under Section 280G of the Code,
or any successor section, and any regulations which may be promulgated in
connection with said section.
5.02 Severance Payments. In the event that, during the Contract Term,
both (a) a Change of Control occurs, and (b) within six (6) months after such
Change in Control occurs, the Executive's employment is terminated either (1) by
the Company for any reason other than (A) for Cause (as defined below), (B) as
a result of the Executive's death or disability or (C) as a result of the
Executive's retirement in accordance with the Company's general retirement
policies, or (2) by the Executive for Good Reason, then:
(i) the Executive shall be paid, within thirty (30) days
after such termination, an amount in cash equal to all Annual Base Salary then
and thereafter payable hereunder;
(ii) the Company shall maintain in full force and effect for
the shorter of the Contract Term or one (1) year after termination, all employee
health and medical benefit plans and programs including, without limitation, the
Executive's 401(k) Plan, in which the Executive, his family, or both, were
participants immediately prior to termination; provided that such continued
participation is possible under the general terms and provisions of such plans
and programs; provided, however, that if the Executive becomes eligible to
participate in a health and medical benefit plan or program of another employer
which confers substantially similar benefits, the Executive shall cease to
receive benefits under this subparagraph in respect of such plan or program,
(iii) all of the Options and other stock options, warrants and
other similar rights granted by the Company to the Executive, if any, shall
immediately and entirely be vested and shall be immediately delivered to the
Executive without restriction or limitation of any kind (except for normal
transfer restrictions); and
(iv) the Annual Bonus, if any, or portion thereof then earned
shall be paid in a lump sum payment to the Executive; provided however, that if
the Annual Bonus, if any, has not been earned by the Executive at the date of
termination but the Executive otherwise would have been entitled to the Annual
Bonus, if any, at the end of the Company's next fiscal year or next period
designated by the Company for the determination of bonuses for senior executives
(the "Bonus Determination Date"), the Company shall pay the Annual Bonus, if
any, to the Executive within ten (10) business days after the Bonus
Determination Date, pro rated in amount to the date of the Executive's
termination.
Any obligation owed or amount payable pursuant to this Section together
with any compensation pursuant to Article III that is payable for services
rendered through the effective date of termination, shall constitute the sole
obligation of the Company payable with respect to the termination of the
Executive as provided in this Section.
5.03 Parachute Payment Limitation. Notwithstanding any other provision
of this Agreement, if the severance payments under Section 5.02 of this
Agreement, together with any other Parachute Payments made by the Company to the
Executive, if any, are characterized as Excess Parachute Payments, then the
following rules shall apply:
(a) The Company shall compute the net value to the Executive of all
such severance payments after reduction for the excise taxes imposed by Section
4999, of the Code and for any normal income taxes that would be imposed on the
Executive if such severance payments constituted the Executive's sole taxable
income;
(b) The Company shall next compute the maximum amount of severance
payments that can be provided without any such payments being characterized as
Excess Parachute Payments, and reduce the result by the amount of any normal
income taxes that would be imposed on the Executive if such reduced severance
benefits constituted the Executive's sole taxable income;
(c) If the amount derived in Section 5.03(a) is greater than the
amount derived in Section 5.03(b), then the Company shall pay the Executive the
full amount of severance payments without reduction. If the amount derived in
Section 5.03(a) is not greater than the amount derived in Section 5.03(b), then
the Company shall pay the Executive the maximum amount of severance payments
that can be provided without any such payments being characterized as Excess
Parachute Payments.
5.04 No Mitigation. The Executive shall not be required to mitigate the
amount of any payment provided for in Section 5.02 by seeking other employment
or otherwise, nor shall the amount of any payment provided for in Section 5.02
be reduced by any compensation earned by the Executive as a result of employment
by another company, self-employment or otherwise.
ARTICLE VI
RESTRICTIVE COVENANTS
6.01 Trade Secrets. Confidential and Proprietary Business Information.
(a) The Company has advised the Executive and the Executive has
acknowledged that it is the policy of the Company to maintain as secret and
confidential all Protected Information (as defined below), and that Protected
Information has been and will be developed at substantial cost and effort to the
Company. "Protected Information" means trade secrets, confidential and
proprietary business information of the Company, any information of the Company
other than information which has entered the public domain (unless such
information entered the public domain through effects of or on account of the
Executive), and all valuable and unique information and techniques acquired,
developed or used by the Company relating to its business, operations,
employees, customers and suppliers, which give the Company a competitive
advantage over those who do not know the information and techniques and which
are protected by the Company from unauthorized disclosure, including but not
limited to, customer lists (including potential customers), sources of supply,
processes, plans, materials, pricing information, internal memoranda, marketing
plans, internal policies, and products and services which may be developed from
time to time by the Company and its agent or employees.
(b) The Executive acknowledges that the Executive will acquire
Protected Information with respect to the Company and its successors in
interest, which information is a valuable, special and unique asset of the
Company's business and operations and that disclosure of such Protected
Information would cause irreparable damage to the Company.
(c) Either during or after termination of employment by the
Company, the Executive shall not, directly or indirectly, divulge, furnish or
make accessible to any person, firm, corporation, association or other entity
(otherwise than as may be required in the regular course of the Executive's
employment) nor use in any manner, any Protected Information, or cause any such
information of the Company to enter the public domain.
6.02 Non-Competition
(a) The Executive agrees that the Executive shall not during the
Executive's employment with the Company, and, for a period of eighteen (18)
months after the termination of this Agreement, directly or indirectly, in any
capacity, engage or participate in, or become employed by or render advisory or
consulting or other services in connection with any Prohibited Business as
defined in Section 6.02(c).
(b) The Executive agrees that the Executive shall not during the
Executive's employment with the Company, and, for a period of eighteen (18)
months after the termination of this Agreement, make any financial investment,
whether in the form of equity or debt, or own any interest, directly or
indirectly, in any Prohibited Business. Nothing in this Section 6.02(b) shall,
however, restrict the Executive from making any investment in any company whose
stock is listed on a national securities exchange; provided that (i) such
investment does not give the Executive the right or ability to control or
influence the policy decisions of any Prohibited Business, and (ii) such
investment does not create a conflict of interest between the Executive's duties
hereunder and the Executive's interest in such investment.
(c) For purposes of this Section 6.02, "Prohibited Business" shall
be defined as any business and any branch, office or operation thereof, which is
a competitor of the Company and which has established or seeks to establish
contact, in whatever form (including, but not limited to solicitation of sales,
or the receipt or submission of bids), with any entity who is at any time a
client, customer or supplier of the Company (including but not limited to all
subdivisions of the federal government.)
6.03 Non-Solicitation. From the date hereof until two (2) years after
the Executive's termination of employment with the Company, the Executive shall
not, directly or indirectly (a) encourage any employee or supplier of the
Company or its successors in interest to leave his or her employment with the
Company or its successors in interest, (b) employ, hire, solicit or cause to be
employed, hired or solicited (other than by the Company or its successors in
interest), or encourage others to employ or hire any person who within two (2)
years prior thereto was employed by the Company or its successors in interest,
or (c) establish a business with, or encourage others to establish a business
with, any person who within two (2) years prior thereto was an employee or
supplier of the Company or its successors in interest.
6.04 Disclosure of Employee-Created Trade Secrets Confidential and
Proprietary Business Information. The Executive agrees to promptly disclose to
the Company all Protected information developed in whole or in part by the
Executive during the Executive's employment with the Company and which relates
to the Company's business. Such Protected Information is, and shall remain, the
exclusive property of the Company. All writings created during the Executive's
employment with the Company (excluding writings unrelated to the Company's
business) are considered to be "works-for-hire" for the benefit of the Company
and the Company shall own all rights in such writings.
6.05 Survival of Undertakings and Injunctive Relief.
(a) The provisions of Sections 6.01, 6.02, 6.03 and 6.04 shall
survive the termination of the Executive's employment with the Company
irrespective of the reasons therefor.
(b) The Executive acknowledges and agrees that the restrictions
imposed upon the Executive by Sections 6.01, 6.02, 6.03 and 6.04 and the purpose
of such restrictions are reasonable and are designed to protect the Protected
Information and the continued success of the Company without unduly restricting
the Executive's future employment by others. Furthermore, the Executive
acknowledges that, in view of the Protected Information which the Executive has
or will acquire or has or will have access to and in view of the necessity of
the restrictions contained in Sections 6.01, 6.02, 6.03 and 6.04, any violation
of any provision of Sections 6.01, 6.02, 6.03 and 6.04 hereof would cause
irreparable injury to the Company and its successors in interest with respect to
the resulting disruption in their operations. By reason of the foregoing the
Executive consents and agrees that if the Executive violates any of the
provisions of Sections 6.01, 6.02, 6.03 or 6.04 of this Agreement, the Company
and its successors in interest as the case may be, shall be entitled, in
addition to any other remedies that they may have, including money damages, to
an injunction to be issued by a court of competent jurisdiction, restraining
the Executive from committing or continuing any violation of such Sections of
this Agreement.
In the event of any such violation of Sections 6.01, 6.02, 6.03 and 6.04
of this Agreement, the Executive further agrees that the time periods set forth
in such Sections shall be extended by the period of such violation.
ARTICLE VII
TERMINATION
7.01 Termination of Employment. The Executive's employment may be
terminated at any time during the Contract Term by mutual agreement of the
parties, or as otherwise provided in this Article.
7.02 Termination for Cause. The Company may terminate the Executive's
employment for Cause by giving the Executive seven (7) days prior written notice
of such termination. For purposes of this Agreement, "Cause" for termination
shall mean
(i) the willful failure or refusal to carry out the
reasonable directions of the Board, which directions are consistent with the
Executive's duties as set forth under this Agreement, other than a failure
resulting from the Executive's complete or partial incapacity due to physical or
mental illness or impairment;
(ii) a conviction for a violation of a state or federal
criminal law involving the commission of a felony;
(iii) a willful act by the Executive that constitutes gross
negligence in the performance of the Executive's duties under this Agreement and
which materially injures the Company. No act, or failure to act, by the
Executive shall be considered "willful" unless committed without good faith and
without a reasonable belief that the act or omission was in the Company's best
interest;
(iv) a material breach of the terms of this Agreement, which
breach has not been cured by the Executive within fifteen (15) days of written
notice of said breach by the Company;
(v) unethical business practices in connection with the
Company's business; or
(vi) habitual use of alcohol or drugs.
Upon termination for Cause, the Executive shall not be entitled to payment of
any compensation other than salary and benefits under this Agreement earned up
to the date of such termination and any stock options, warrants or similar
rights which have vested at the date of such termination.
7.03 Termination Without Cause. Should the Executive's employment be
terminated for a reason other than as specifically set forth in Sections 7.01
and 7.02 or Article V above:
(i) all of the Options and other stock options, warrants and
other similar rights, if any, granted by the Company to the Executive which are
vested at the date of termination shall remain vested plus that number of the
Options and other stock options, warrants and other similar rights, if any, that
would vest during the period immediately following the date of termination set
forth in the table below shall become vested as of the date of termination and
all such vested Options and other stock options, warrants and other similar
rights, if any, shall be immediately delivered to the Executive without
restriction or limitation of any kind (except for normal transfer restrictions);
(ii) all benefits provided to the Executive and/or the
Executive's family shall be continued for the relevant period specified in the
table below, and
(iii) the Company shall continue to pay the Executive his
Annual Base Salary, in accordance with the Company's normal practices for other
senior executives, for the period specified in the table below:
Termination Period Number of Months
------------------- ----------------
2/1/97 - 8/1/97 6
8/1/97 - 11/1/97 9
11/1/97 - 3/31/00 12
7.04 Employment Assistance, Office. In the event the Executive is
terminated for any reason other than Cause, for a period equal to the shorter
of (i) six (6) months after the Executive's termination or (ii) until the
Executive accepts an offer of full-time employment, the Company will make
available to the Executive at its headquarters, temporary office space and
reasonable administrative staff to assist the Executive in seeking employment.
ARTICLE VIII
MISCELLANEOUS
8.01 Assignment, Successors. This Agreement may not be assigned by
either party hereto without the prior written consent of the other party. This
Agreement shall be binding upon and inure to the benefit of the Executive and
the Executive's estate and the Company and any assignee of or successor to the
Company.
8.02 Beneficiary. If the Executive dies prior to receiving all of the
Annual Base Salary payable hereunder, such Annual Base Salary shall be paid in
a lump sum payment to the beneficiary designated in writing by the Executive
("Beneficiary") and if no such Beneficiary is designated, to the Executive's
estate.
8.03 Nonalienation of Benefits. Benefits payable under this Agreement
shall not be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, charge, garnishment, execution or levy of any
kind, either voluntary or involuntary, prior to actually being received by the
Executive, and any such attempt to dispose of any right to benefits payable
hereunder shall be void.
8.04 Severability. If all or any part of this Agreement is declared by
any court or governmental authority to be unlawful or invalid, such unlawfulness
or invalidity shall not serve to invalidate any portion of this Agreement not
declared to be unlawful or invalid. Any paragraph or part of a paragraph so
declared to be unlawful or invalid shall, if possible, be construed in a manner
which will give effect to the terms of such paragraph or part of a paragraph to
the fullest extent possible while remaining lawful and valid.
8.05 Amendment and Waiver. This Agreement shall not be altered, amended
or modified except by written instrument executed by the Company and the
Executive. A waiver of any term, covenant, agreement or condition contained in
this Agreement shall not be deemed a waiver of any other term, covenant,
agreement or condition and any waiver of any other term, covenant, agreement or
condition, and any waiver of any default in any such term, covenant, agreement
or condition shall not be deemed a waiver of any later default thereof or of any
other term, covenant, agreement or condition.
8.06 Notices. All notices and other communications hereunder shall be in
writing and delivered by hand or by first class registered or certified mail,
return receipt requested, postage prepaid, addressed as follows:
If to the Company: ION LASER TECHNOLOGY, INC.
0000 Xxxxx Xxxx Xxxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
With a copy to: DURHAM, EVANS, XXXXX & XXXXXXX
Attn: Xxxxxxx X. Xxxxx, Esq.
00 Xxxxx Xxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
If to the Executive: E. Xxxxx Xxxxxxx
34300 Lantern Xxx Xxxxx
Xxxxx 00
Xxxxx Xxxxx, XX 00000-0000
Either party may from time to time designate a new address by notice given in
accordance with this Section. Notice and communications shall be effective when
actually received by the addressee.
8.07 Counterpart Originals. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
8.08 Entire Agreement. This Agreement forms the entire agreement between
the parties hereto with respect to any severance payment and with respect to the
subject matter contained in the Agreement.
8.09 Applicable Law. The provisions of this Agreement shall be
interpreted and construed in accordance with the laws of the state of Utah,
without regard to its choice of law principles.
8.10 Effect on Other Agreements. This Agreement shall supersede all
prior agreements, promises and representations regarding employment by the
Company and severance or other payments contingent upon termination of
employment. Notwithstanding the foregoing, the Executive shall be entitled to
any other severance plan applicable to other senior executives of the Company.
8.11 Extension or Renegotiation. The parties hereto agree that at any
time prior to the expiration of this Agreement, they may extend or renegotiate
this Agreement upon mutually agreeable terms and conditions.
IN WITNESS WHEREOF the parties have executed this Employment Agreement on
the date first written above.
ION LASER TECHNOLOGY, INC., a Utah
corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Chairman
E. XXXXX XXXXXXX, an individual
/s/ E. Xxxxx Xxxxxxx
_____________________________
E. Xxxxx Xxxxxxx
