EXHIBIT 10.12
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") made this
30th day of September, 2003 by and between TLC Vision Corporation (the
"Company") and Xxxxxx X. May ("Employee").
Whereas the Company and Employee entered into an EMPLOYMENT AGREEMENT
(the "Agreement") dated May 15, 2002, and
Whereas, the Company and Employee desire to amend the Agreement as set
forth below,
Now, therefore, in consideration of the mutual covenants and agreements
hereinafter set forth, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and
Employee hereby agree as follows:
1. Section 8 (f) entitled: Termination by Employee within Eighteen
Months of Effective Date is deleted in its entirety and a new Section 8(f) is
hereby inserted in its place as follows:
Termination by Employee for Any Reason. Notwithstanding
anything to the contrary contained in this Agreement, Employee, upon
prior written notice to the Company, may for any reason terminate his
employment with the Company at any time prior to November 15, 2004. In
the event of such termination, the Company shall pay to Employee,
within (30) days of such termination, an amount equal to three (3)
times Employee's Base Salary specified in Section 5(a) (as in effect as
of the date of termination) plus an additional amount equal to the
greater of (i) three (3) times Employee's Bonus for the previous year
or (ii) the average of Employee's Bonus for each of the three years
immediately preceding the date of such termination.
With the exception of the foregoing, the Agreement shall remain in
effect in accordance with its terms.
In witness whereof, the parties have executed this Amendment the day
and year first above written.
"COMPANY" "EMPLOYEE"
TLC VISION CORPORATION
By: /s/ Xxxxx Xxxxxxxx /s/ Xxxxxx X. May
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Name: Xxxxx Xxxxxxxx Xxxxxx X. May
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Title: Chief Executive Officer
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