EXHIBIT 10.1
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AGREEMENT
This Agreement ("AGREEMENT") by and between Xxxxxx X. Xxxxxxxx
(hereinafter referred to as "XXXXXXXX") and LightPath Technologies, Inc., a
Delaware corporation (hereinafter referred to as the "COMPANY"), shall become
effective on January 1, 1999. The Company and Xxxxxxxx shall hereinafter be
referred to collectively as the "PARTIES."
WHEREAS, Xxxxxxxx and the Company previously entered into that certain
Employment Agreement dated as of November 8, 1995 (as such agreement may have
been amended or supplemented, the "EMPLOYMENT AGREEMENT"), pursuant to which the
Company agreed to retain Xxxxxxxx, and Xxxxxxxx agreed to serve, as the
President and Chief Executive Officer of the Company.
WHEREAS, Xxxxxxxx voluntarily and of her own free will irrevocably and
unconditionally resigned as Chief Executive Officer of the Company on or about
April 18, 1998, and Danziger voluntarily and of her own free will irrevocably
and unconditionally resigned her position as President of the Company on or
about October 12, 1997;
WHEREAS, the Company and Xxxxxxxx desire to enter into this Agreement
to memorialize certain terms and conditions relating to Xxxxxxxx'x resignation
and to forever and finally settle certain claims arising therefrom;
NOW, THEREFORE, for and in consideration of the acts, payments,
covenants and mutual agreements herein described and agreed to be performed, the
Parties agree as follows:
A. COMPANY OBLIGATIONS
1. MONETARY PAYMENTS.
(a) During the period commencing on January 1, 1999 and
terminating on October 31, 1999 (the "TERMINATION DATE"), the Company shall
compensate Xxxxxxxx in accordance with the following schedule:
MONTH(S) MONTHLY COMPENSATION
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January 1999 $12,500
February 1999 10,417
March 1999 8,333
April 1 through October 31, 1999 6,250
(b) In addition to the amounts set forth in Section A1.(a),
the Company shall pay Xxxxxxxx a lump sum cash payment equal to $54,650,
representing deferred salary compensation. Such amount shall be due and payable
on October 31, 1999.
(c) All amounts payable pursuant to this Section A shall be
made in accordance with the Company's regular payroll policies in effect from
time to time, excluding the withholding of applicable Federal, state or other
taxes (collectively, "Taxes") based on Xxxxxxxx'x income hereunder. Xxxxxxxx
shall have the sole responsibility for paying such Taxes.
2. STOCK OPTIONS. The parties acknowledge that Xxxxxxxx has previously
been granted options to purchase shares of the Company's common stock (the
"COMMON STOCK"). In connection therewith, the parties agree that (i) the vesting
schedule for certain options held by Xxxxxxxx to purchase 50,000 shares of
Common Stock, which is currently November 20, 1999, shall be accelerated such
that the vesting date for such options shall be the date of this Agreement, and
(ii) the expiration date for all options held by Xxxxxxxx and fully vested as of
the date of this Agreement (including the options referred to in the preceding
clause (i)) shall be extended to January __, 2002, provided, however, that the
options granted to Danziger pursuant to that certain Stock Option Agreement,
dated March 11, 1994, shall expire by their terms. All other options to purchase
Common Stock held by Danziger that are not vested as of the date hereof shall
terminate. The parties acknowledge that the agreement set forth in the preceding
sentence may have the effect of causing certain incentive stock options held by
Danziger to constitute non-statutory stock options, and Xxxxxxxx shall be
responsible for any tax liability to her resulting therefrom.
3. CONTINUED BENEFITS. The Company shall maintain in full force and
effect for Xxxxxxxx'x continued benefit and the benefit of her eligible
beneficiaries, until October 31, 1999, such benefits as are provided from time
to time to non-employee directors of the Company together with the payment of
health and dental insurance coverage as provided by COBRA.
4. EXPENSE REIMBURSEMENT. The Company shall reimburse Xxxxxxxx for
reasonable travel and other out-of-pocket expenses incurred by her in the
performance of her duties hereunder, upon presentation of appropriate
documentation in compliance with the Company's policies and procedures relating
thereto.
B. WAIVER OF CLAIMS
In exchange for the agreements reflected in Section A above and the
other terms and considerations, Xxxxxxxx and the Company hereby agree to the
following:
1. XXXXXXXX RELEASE. Xxxxxxxx does hereby knowingly, voluntarily, and
irrevocably release and discharge the Company, its stockholders, officers,
directors, partners, agents, representatives, attorneys, employees, contractors,
managers, predecessors, successors, subsidiaries, parents, divisions, other
corporate affiliates, assigns and all other persons or entities acting by,
through, under, or in concert with any of them (hereafter collectively referred
to as "RELEASED PARTIES") from any and all claims, demands, liabilities,
judgments, damages, expenses, or causes of action of any kind or nature
whatsoever which Danziger, her heirs, personal representatives, and assigns, and
each of them, may now or hereafter have or assert, whether now known or unknown,
arising out of her employment relationship with the Company and her resignation
and termination therefrom. The claims which are waived, released and discharged
include, but are not limited to, breach of express or implied contract; breach
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of the covenant of good faith and fair dealing; wrongful discharge; public
policy torts of any kind or nature; discrimination on the basis of age, sex,
religion, disability, race, or any other reason prohibited by applicable law;
claims under the Civil Rights Act of 1991; the Labor Management Relations Act;
the Family and Medical Leave Act; Title VII of the Civil Rights Act of 1964; the
Equal Pay Act; the Employee Retirement Income Security Act of 1974; the
Americans with Disabilities Act; or the Age Discrimination in Employment Act,
all as amended, or any state or local law; tort claims of any kind whatsoever,
any other common law or statutory claims; claims for salary, wages, vacation
pay, severance pay, bonus payments, or earnings of any kind, fringe benefits,
medical or hospital expenses or benefits, litigation expenses, attorneys' fees,
employment reinstatement, compensatory damages of any kind, liquidated or
statutory damages, and any other amounts; any and all other damages arising out
of or connected in any way whatsoever with the employment of Xxxxxxxx by the
Company at any time before the date of this Agreement, or with the separation of
such employment, whether known by the Parties at the time of the execution of
this Agreement or not.
Xxxxxxxx acknowledges that the considerations afforded her under this
Agreement, including the payments described in Section A above, are in full and
complete satisfaction of any claims Xxxxxxxx may have, or may have had, arising
out of her employment with the Company, or the termination thereof.
2. COMPANY RELEASE. The Company does hereby knowingly, voluntarily, and
irrevocably release and discharge Danziger, her agents, representatives,
attorneys, successors, assigns and all other persons acting by, through, under,
or in concert with any of them from any and all claims, demands, liabilities,
judgments, damages, expenses, or causes of action of any kind or nature
whatsoever which the Company and its successors and assigns, and each of them,
may now have or hereafter assert, which are either known by the Company as of
the date of this Agreement or which the Company should have known or discovered
upon reasonable inquiry, arising out of Xxxxxxxx'x employment relationship with
the Company and her resignation and termination therefrom. Notwithstanding
anything in this Section B.2. to the contrary, the Company shall not be deemed
to have released Xxxxxxxx from any claims the Company may have or may hereafter
assert against Xxxxxxxx for any theft or misappropriation of Inventions (as
defined below), Proprietary Information ( as defined below) or Developments (as
defined below) of the Company.
3. NO LITIGATION. Xxxxxxxx agrees not to initiate, or cause to be
initiated against the Company any complaint, review, suit, investigation, or
proceeding of any kind individually or as a member of a class, pertaining in any
way to the matters released in this Agreement.
C. CONTINUED CONSULTING SERVICES
1. SCOPE OF SERVICES. During the period commencing on the date hereof
and ending on October 31, 1999, Xxxxxxxx shall serve as a member of the board of
directors of the Company and, until a replacement is selected by the board of
directors, shall serve as Non-Executive Chairwoman of the board of directors.
Xxxxxxxx hereby also agrees to make herself available upon Company's request,
from time to time, on a schedule acceptable to the Company for up to an average
of 40 hours per month during the term of the Agreement, including, without
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limitation, as a representative of the Company on the Board of Directors of
LightChip. Any travel time incurred by Xxxxxxxx in the performance of her duties
hereunder shall not be included in the determination of the 40 hours stated in
the immediately preceding sentence. All of the services shall be rendered
pursuant to the reasonable instructions of the Company's Board of Directors or
Chief Executive Officer. Xxxxxxxx shall be compensated for all of the services
to be rendered by Danziger pursuant to this Section C.1 in accordance with
Section A of this Agreement. Xxxxxxxx shall use all of her best efforts to
reasonably complete the duties assigned her under this Agreement.
Notwithstanding the foregoing, in the event the Company shall not request
Xxxxxxxx'x services as provided in this Section C.1., Xxxxxxxx shall remain
entitled to receive the compensation set forth in this Agreement.
2. NO EMPLOYMENT CONTRACT. Xxxxxxxx acknowledges that this Agreement
does not constitute a contract of employment.
D. COMPANY PROPERTY
1. RETURN OF PROPERTY. Xxxxxxxx shall return all Company property,
including handbooks or manuals, building or office access cards, keys and credit
cards immediately upon May 1, 1999. Xxxxxxxx shall promptly return all computer
equipment immediately prior to the close of business on October 31, 1999.
2. INVENTIONS AND PROPRIETARY INFORMATION.
INVENTIONS.
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(a) All inventions, discoveries, computer programs, data,
technology, designs, innovations and improvements, among other things,
(whether or not patentable and whether or not copyrightable)
("INVENTIONS") related to the business of the Company, including,
without limitation which are made, conceived, reduced to practice,
created, written, designed or developed by Xxxxxxxx, solely or jointly
with others and whether during normal business hours or otherwise,
during the period of Xxxxxxxx'x employment by the Company prior to
execution of this Agreement through the Termination Date or thereafter
if resulting or directly derived from Proprietary Information (as
defined below) or if resulting or directly derived through work, time
and effort for which the Company compensated Xxxxxxxx, shall be the
sole property of the Company. Xxxxxxxx will not disclose any
Proprietary Information to any person or entity other than employees of
the Company who have a need to know such information or use the same
for any purposes (other than in the performance of her duties as an
employee of the Company) without written approval by an officer of the
Company, either during or after her employment with the Company, unless
and until such Proprietary Information has become public knowledge
without fault by Xxxxxxxx.
(b) Xxxxxxxx agrees that all files, letters, memoranda,
reports, records, data, sketches, drawings, laboratory notebooks,
program listings, or other written, photographic, or other tangible
material containing Proprietary Information, whether created by
Xxxxxxxx or others, which shall come into her custody or possession,
shall be and are the exclusive property of the Company to be used by
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Xxxxxxxx only in the performance of her duties for the Company. All
such materials or copies thereof and all tangible property of the
Company in the custody or possession of Xxxxxxxx shall be delivered to
the Company, upon the earlier of (i) a request by the Company or (ii)
termination of her employment. After such delivery, Xxxxxxxx shall not
retain any such materials or copies thereof or any such tangible
property.
(c) Xxxxxxxx agrees that her obligation not to disclose or to
use information and materials of the types set forth in paragraphs (a)
and (b) above, and her obligation to return materials and tangible
property, set forth in paragraph (b) above, also extends to such types
of information, materials and tangible property of customers of the
Company or suppliers to the Company or other third parties who may have
disclosed or entrusted the same to the Company or to Xxxxxxxx.
(d) For purposes of this Agreement, "PROPRIETARY INFORMATION"
means and includes the following: the identity of clients or customers
or potential clients or customers of the Company or its affiliates; any
written, typed or printed lists, or other materials identifying the
clients or customers of the Company or its affiliates; any financial or
other information supplied by clients or customers of the Company or
its affiliates; any and all data or information involving the Company,
its affiliates, programs, methods, or contacts employed by the Company
or its affiliates in the conduct of their business; any lists,
documents, manuals, records, forms, or other material used by the
Company or its affiliates in the conduct of their business; and any
other secret or confidential information concerning the Company's or
its affiliates' business or affairs. The terms "list," "document" or
other equivalents, as used in this subparagraph (d), are not limited to
a physical writing or compilation but also include any and all
information whatsoever regarding the subject matter of the "list" or
"document," whether or not such compilation has been reduced to
writing. "Proprietary Information" shall not include any information
which: (i) is or becomes publicly available through no act or failure
of Xxxxxxxx; (ii) was or is rightfully learned by Danziger from a
source other than the Company before being received from the Company;
or (iii) becomes independently available to Xxxxxxxx as a matter of
right from a third party. If only a portion of the Proprietary
Information is or becomes publicly available, then only that portion
shall not be Proprietary Information hereunder.
2.2. DEVELOPMENTS.
(a) Xxxxxxxx will make full and prompt disclosure to the
Company of all Inventions, improvements, discoveries, methods,
developments, software, and works of authorship, whether patentable or
not, which are created, made, conceived or reduced to practice by her
or under her direction or jointly with others during her employment by
the Company and during the term of this Agreement, whether or not
during normal working hours or on the premises of the Company (all of
which are collectively referred to in this Agreement as
"DEVELOPMENTS.")
(b) Xxxxxxxx agrees to assign and does hereby assign to the
Company (or any person or entity designated by the Company) all her
right, title and interest in and to all Developments and all related
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patents, patent applications, copyrights and copyright applications.
However, this paragraph 2.2(b) shall not apply to Developments which do
not relate to the present or planned business or research and
development of the Company and which are made and conceived by Xxxxxxxx
not during normal working hours, not on the Company's premises and not
using the Company's tools, devices, equipment or Proprietary
Information. Xxxxxxxx understands that, to the extent this Agreement
shall be construed in accordance with the laws of any state which
precludes a requirement in an employee agreement to assign certain
classes of inventions made by an employee, this paragraph 2.2(b) shall
be interpreted not to apply to any invention which a court rules and/or
the Company agrees falls within such classes. Xxxxxxxx also hereby
waives all claims to moral rights in any Developments.
(c) Xxxxxxxx agrees to cooperate fully with the Company, both
during and after her employment with the Company, with respect to the
procurement, maintenance and enforcement of copyrights, patents and
other intellectual property rights (both in the United States and
foreign countries) relating to Developments. Xxxxxxxx shall sign all
papers, including, without limitation, copyright applications, patent
applications, declarations, oaths, formal assignments, assignments of
priority rights, and powers of attorney, which the Company may deem
necessary or desirable in order to protect its rights and interests in
any Development. Xxxxxxxx further agrees that if the Company is unable,
after reasonable effort, to secure the signature of Xxxxxxxx on any
such papers, any executive officer of the Company shall be entitled to
execute any such papers as the agent and the attorney-in-fact of
Xxxxxxxx, and Xxxxxxxx hereby irrevocably designates and appoints each
executive officer of the Company (whether now employed by the Company
or hereafter employed) as her agent and attorney-in-fact to execute any
such papers on her behalf, and to take any and all actions as the
Company may deem necessary or desirable in order to protect its rights
and interests in any Development, under the conditions described in
this sentence.
E. NO DISPARAGEMENT
The Parties agree that, as part of the consideration for this
Agreement, and as an expression of their desire to obtain an amicable
termination of their employment and business relationship, neither party will
make disparaging or derogatory statements, whether oral or written, about the
other party, or in the case of the Company, its subsidiaries, affiliates,
officers, directors, employees or agents, for a five (5) year period effective
at the date of execution of this Agreement unless required to by a court of law.
F. CONFIDENTIALITY
1. NONDISCLOSURE. Xxxxxxxx shall keep confidential the terms and
existence of this Agreement and the negotiations that led to its creation and
execution to any third party or parties for a five (5) year period effective at
the date of execution of this Agreement unless required to by a court of law.
Any breach of this paragraph, including the disclosure of the foregoing
confidentiality provision, shall be deemed a material breach of this Agreement.
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2. CONFIDENTIAL MATERIAL. In the course of Xxxxxxxx'x employment by the
Company, Xxxxxxxx had access to secret or confidential technical and commercial
information, business plans and strategies, financial information, financial
forecasts, business records, information regarding key business relationships,
records, data, specifications, systems, methods, plans, designs, policies,
inventions, material and other knowledge ("CONFIDENTIAL MATERIAL"), whether or
not copyrighted, owned by the Company and its subsidiaries. Xxxxxxxx recognizes
and acknowledges that the Confidential Material is valuable, special and unique
to the Company's business. All such Confidential Material shall be and remain
the property of the Company. Xxxxxxxx hereby affirms that during the course of
her employment with the Company she has not disclosed any Confidential
Information to any third party except in good faith and in the course of
fulfilling her assigned responsibilities. Except as required by her duties to
the Company under Section C, Xxxxxxxx shall not, directly or indirectly, either
during the term of the Agreement under Section C, or at any time thereafter,
disclose or disseminate to anyone or make use of, for any purpose whatsoever,
any Confidential Material. Xxxxxxxx shall not be deemed to have breached this
Section F if Xxxxxxxx shall be specifically compelled by lawful order of any
judicial, legislative, or administrative authority or body to disclose any
Confidential Material or else face civil or criminal penalty or sanction. The
term "Confidential Material" does not include information which (i) is currently
or becomes generally available to the public other than as a result of a
disclosure by Xxxxxxxx or (ii) becomes available to Xxxxxxxx on a
nonconfidential basis from a source other than the Company or its
representatives provided that such source is not bound, to Xxxxxxxx'x knowledge
after due inquiry, by a confidentiality agreement with respect to such
information.
3. REMEDIES. Xxxxxxxx hereby agrees that damages and any other remedy
available at law would be inadequate to redress or remedy any loss or damage
suffered by the Company upon any breach of the terms of this Section F by
Danziger, and Xxxxxxxx therefore agrees that the Company, in addition to
recovering on any claim for damages or obtaining any other remedy available at
law, also may enforce the terms of this Section F by injunction or specific
performance, and may obtain any other appropriate remedy available in equity.
G. NON-COMPETE
1. NO COMPETITION. Xxxxxxxx agrees that, for the term of this Agreement
and for a period of two (2) years commencing on the Termination Date, except in
accordance with her duties under this Agreement on behalf of the Company, she
shall not engage in, plan for, organize, work for, or assist, directly or
indirectly, any business that is competitive, directly or indirectly, with the
Company's business, nor solicit participants in or customers of the Company's
products and services, nor use Xxxxxxxx'x knowledge of the Company or its
business in any manner that competes, directly or indirectly, with the Company.
Xxxxxxxx expressly understands that the Company has a legitimate business
purpose in requiring Xxxxxxxx to abide by all of the restrictions described in
this paragraph. Xxxxxxxx acknowledges that the services she rendered, and may
render, to the Company, the information exchanged between all parties in
connection with rendering those services, and Xxxxxxxx'x and the Company's
relationships with the Company's customers, consultants, employees, vendors,
banks, accountants, and any other Company product or service participants,
purchasers and suppliers are each of a unique and valuable character. Xxxxxxxx
acknowledges that the market for the Company's products and services is national
and international in scope, and that any competition by Danziger for a two (2)
year period following the Termination Date would materially and unfairly harm
the Company's ability to carry out its business.
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2. LIMITATION OF ACTIVITIES. Xxxxxxxx agrees that, during the term of
this Agreement and for a period of two (2) years after the Termination Date,
except in accordance with her duties under this Agreement on behalf of the
Company, the foregoing restrictions shall be understood to prohibit Xxxxxxxx
from participating in the following non-exclusive list of activities.
(a) Participate in, be employed in any capacity by, serve as
director, consultant, agent or representative for, or have any
interest, directly or indirectly, in any enterprise which is engaged in
a business competitive to any products or services of the Company or
any of its subsidiaries, affiliates or joint ventures existing or
proposed, or at the locations at which any of such entities is
providing services or proposes to provide services at any time during
the term of this Agreement, or which are competitive to any products
and services offered or being actively developed by the Company to
Xxxxxxxx'x knowledge, with the bona fide intent to market same.
(b) In addition, Xxxxxxxx agrees that she shall observe the
covenants set forth in this Section G and shall not own, either
directly or indirectly or through or in conjunction with one or more
members of her family or her spouse's family or through any trust or
other contractual arrangement, a greater than five percent (5%)
interest in, or otherwise control either directly or indirectly, any
partnership, corporation, or other entity which has products and
services that are competitive to any products and services being
developed or otherwise offered by the Company during the term of this
Agreement or being actively developed by the Company during the term of
this Agreement with a bona fide intent to market same. Xxxxxxxx further
agrees, for such two-year period following the Effective Date, to
refrain from directly or indirectly soliciting the Company's vendors,
customers or employees, except that the Xxxxxxxx may solicit the
Company's vendors or customers in connection with a business that does
not compete with the Company.
(c) Xxxxxxxx agrees not to provide services as an employee or
as a consultant to any entity that is competitive, directly or
indirectly, with the Company or its products and services.
3. REMEDIES. Xxxxxxxx hereby agrees that damages and any other remedy
available at law would be inadequate to redress or remedy any loss or damage
suffered by the Company upon any breach of the terms of this Section G by
Danziger, and Xxxxxxxx therefore agrees that the Company, in addition to
recovering on any claim for damages or obtaining any other remedy available at
law, also may enforce the terms of this Section G by injunction or specific
performance, and may obtain any other appropriate remedy available in equity,
without the need to post a bond or other security.
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If any provision of this Section G is deemed, as a matter of law, to be
unreasonable as to time, area, or scope by any court or arbitrator, then such
court or arbitrator shall have authority to modify this paragraph as to time,
area or scope, but only to the limited extent necessary to make this paragraph
reasonable and in a manner intended to preserve the relative expectations,
benefits and intents of the parties hereto.
H. REPRESENTATIONS OF EMPLOYEE
Xxxxxxxx, by her execution of this Agreement, represents and warrants
that the following statements are true:
1. That she has been given a fair and reasonable opportunity to read
this entire Agreement, that this Agreement is written in a manner that is
understandable to her and she has read and has had all questions regarding its
meaning and content answered to her satisfaction;
2. That she fully understands the contents of this Agreement and
understands that it is a full waiver of all claims against the Company;
3. That this full waiver of all claims is given in return for valuable
consideration, as provided under the terms of this Agreement;
4. That she entered into this Agreement knowingly and voluntarily in
exchange for the promises referenced in this Agreement, and that no other
representations have been made to her to induce or influence her to execute this
Agreement; and
5. That she has been advised that she may consult with counsel of her
own choosing before signing this Agreement.
I. MISCELLANEOUS
1. PENDING OBLIGATIONS. This Agreement and all provisions thereof,
including all representations and promises contained herein, are contractual and
not a mere recital and shall continue in permanent force and effect.
2. ENTIRE AGREEMENT. This Agreement constitutes the sole and entire
agreement of the Parties with respect to the subject matter hereof, and there
are no agreements of any nature whatsoever between the Parties hereto regarding
the subject matter hereof. The Parties expressly acknowledge and agree that that
certain Employment Agreement, upon execution of this Agreement, be of no further
force or effect. No provision of this Agreement shall be amended, waived or
modified except by an instrument in writing, signed by the Parties hereto.
3. NO VIOLATION OF LAW, ETC. It is understood and agreed that the
execution of this Agreement by the Company is not to be construed as an
admission of any violation of any statute, law or regulation or breach of any
contract or agreement or other liability on its part to Xxxxxxxx other than to
comply with the terms of this Agreement.
4. ENFORCEABILITY. This Agreement may be enforced in any jurisdiction
within or outside the United States and this Agreement shall constitute a
severable and enforceable agreement in each of such jurisdictions,
notwithstanding any contrary choice of law or venue
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provisions set forth herein. In the event that any portion of this
Agreement is found to be invalid, illegal or unenforceable for any reason
whatsoever, that portion shall be considered to be severable and the remainder
of this Agreement shall continue to be in full force and effect. The parties
shall negotiate in good faith to preserve each partner's anticipated benefits
hereunder.
5. GOVERNING LAW. This Agreement shall be governed in all respects,
whether as to validity, construction, capacity, performance, or otherwise, by
the laws of the State of New Mexico, without regard to conflict of law
principles. The parties hereto hereby consent to personal jurisdiction in any
court of appropriate subject matter jurisdiction located in New Mexico County in
which the Company's principal executive officers are situated.
6. REMEDIES. In the event of default or breach set forth in the above
paragraphs are intended to be non-exclusive, and either party may, in addition
to such remedies, seek any additional remedies available either in law or in
equity.
7. ARBITRATION. Any dispute or controversy arising under or in
connection with this Agreement shall be settled by arbitration in Albuquerque,
New Mexico in accordance with the rules of the American Arbitration Association.
Judgement may be entered on the arbitrator's award in any court having
jurisdiction over this Agreement. The nonprevailing party shall pay the fees,
costs, and expenses of the arbitration proceeding (including reasonable
attorneys' fees).
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the dates get forth below.
DATED this 29 day of January, 1999.
/s/ Xxxxxx X. Xxxxxxxx
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XXXXXX X. XXXXXXXX
DATED this 29 day of January, 1999.
LIGHTPATH TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: President & CEO
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