AMENDMENT NO. 2 TO KEY EMPLOYEE AGREEMENT
AMENDMENT NO. 2, by and among Palomar Medical Technologies, Inc., a
Delaware corporation (the "Company") and Xxxxx X. Xxxxxxx ("Employee"), dated as
of February 1, 2000 (this "Amendment"), to Key Employee Agreement, dated as of
May 15, 1997, between the Company and Employee.
W I T N E S S E T H :
WHEREAS, the Company and Employee are parties to a Key Employee
Agreement dated as of May 15, 1997 (the "Agreement");
WHEREAS, the Company and Employee wish to amend the Agreement upon the
terms and subject to the conditions set forth herein; and
NOW THEREFORE, in consideration of the premises and the covenants
contained in this Amendment and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Amendments. (a) Section 2 (Compensation) of Exhibit A to the
Agreement is amended by deleting the figure THREE HUNDRED THOUSAND DOLLARS
($300,000) and replacing it with the figure TWO HUNDRED SEVENTY THOUSAND DOLLARS
($270,000).
2. Effectiveness. From and after the date hereof, all references in the
Agreement to the Agreement shall be deemed to be references to such Agreement as
amended hereby.
3. Agreement. Except as amended by this Amendment, the Agreement shall
remain in effect in accordance with its terms.
4. Miscellaneous. (a) This Amendment shall be construed and interpreted
in accordance with the laws of the Commonwealth of Massachusetts.
(b) This Amendment may be executed in any number of
counterparts and by different parties hereto on separate counterparts,
each of which counterparts when so executed and delivered, shall be
deemed to be an original and all of which counterparts, taken together,
shall constitute but one and the same instrument. This Amendment may be
executed and delivered by a party by a telephone line facsimile
transmission bearing a signature on behalf of such party transmitted by
such party to the other party.
(c) Section and paragraph headings in this Amendment are
included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose.
(d) Any provision of this Amendment that is prohibited,
unenforceable or not authorized in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition,
unenforceability or non-authorization without invalidating the
remaining provisions hereof or affecting the validity, enforceability
or legality of such provision in any other jurisdiction.
(e) No amendment or waiver of any provision of this Amendment
shall in any event be effective unless the same shall be in writing and
signed by the party to be charged with enforcement thereof and any such
waiver shall be effective only in the specific instance and for the
specific instance and for the specific purpose for which given. No
failure on the part of any party to exercise, and no delay in
exercising, any right under this Amendment shall operate as a waiver
thereof by such party. No single or partial exercise of any right under
this Amendment shall preclude any other or further exercise thereof or
the exercise of any other right.
IN WITNESS WHEREOF, the parties hereto have executed, delivered and
made effective this Amendment as of February 1, 2000.
PALOMAR MEDICAL TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxx
Title:Chief Financial Officer
/s/ Xxxxx X. Xxxxxxx
--------------------
Xxxxx X. Xxxxxxx
