FIRST AMENDMENT TO AGREEMENT
THIS FIRST AMENDMENT TO AGREEMENT is to be effective , 1996, by and
between XXXXXX EYECARE CORPORATION, a Delaware corporation (referred to
hereinafter as "Xxxxxx," and with any of its subsidiaries as the "Company")
and XXXXX X. XXXXX ("Xxxxx").
RECITALS
WHEREAS, Bolle America, Inc., a Delaware corporation ("Bolle"), is a
wholly-owned subsidiary of Xxxxxx, having been acquired by merger in October,
1995;
WHEREAS, pursuant to an Agreement dated September 20, 1995, between
Xxxxxx and Xxxxx ("Agreement"), Xxxxx was to continue as the President of
Bolle until January 1, 1997, and thereafter was to become a consultant to the
Company;
WHEREAS, Xxxxxx is in the process of searching for an experienced
executive to replace Xxxxx as President of Bolle and has an opportunity to
hire a qualified executive who is available prior to January 1, 1997;
WHEREAS, the Company has requested Xxxxx to resign his position prior
to January 1, 1997, in order to allow his replacement to immediately become
President of Bolle on the terms set forth herein.
NOW, THEREFORE, the parties agree as follows:
1. Resignation. Upon the hiring of the replacement executive selected
by the Board of Directors of Bolle, Xxxxx shall resign as President of Bolle.
However, Xxxxx shall remain an employee of the Company pursuant to the
existing terms of the Agreement until January 1, 1997, and shall continue to
advise Bolle and the new executive and promote a smooth transition.
2. Ratification. Except for his resignation as President, Xxxxx shall
continue as an employee of Bolle until January 1, 1997, for the same
compensation and on the same terms and conditions as are set forth in the
Agreement. Furthermore, on January 1, 1997, Xxxxx shall become a Consultant to
the Company in accordance with the Agreement and the parties hereby ratify and
confirm all of the remaining terms of the Agreement.
IN WITNESS WHEREOF, the parties have executed this First Amendment to
be effective on the date first above written.
XXXXXX EYECARE CORPORATION
By: /s/ Xxxxxx Xxxxxxxx
-------------------------------
Its:
-------------------------------
/s/ Xxxxx X. Xxxxx
-------------------------------
Xxxxx X. Xxxxx
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AGREEMENT
THIS AGREEMENT, dated September 20, 1995 and effective as provided
below, by and between XXXXXX EYECARE CORPORATION, a Delaware corporation
(referred to hereinafter as Xxxxxx, and with any of its subsidiaries as the
"Company") and XXXXX X. XXXXX ("Xxxxx").
W I T N E S S E T H:
WHEREAS, Xxxxx currently is the Chairman of the Board of Directors,
Chief Executive Officer and President of Bolle America, Inc., a Delaware
corporation (referred to hereinafter with any successor corporation as
"Bolle") and is employed by Bolle pursuant to an Employment Contract dated
November 9, 1994 ("Employment Contract");
WHEREAS, Bolle and the Company previously have entered into a Merger
Agreement regarding the merger of a subsidiary of the Company into Bolle
whereby the shareholders of Bolle acquire common stock of the Company in
exchange for their Bolle common stock ("Combination");
WHEREAS, the Company and Bolle desires to terminate the Employment
Contract and hire Xxxxx first as an employee and then as a consultant pursuant
to the terms and conditions set forth herein in the event that the Combination
is closed;
WHEREAS, the Company and Xxxxx have previously entered into an
Agreement which the parties hereby amend and restate as set forth herein; and,
WHEREAS, Xxxxx is willing to accept employment on such restated terms
and conditions.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, the Company and Xxxxx agree as
follows:
Commencement. The previous agreement between the parties is hereby
amended and restated in its entirety as set forth herein. This Agreement shall
be expressly conditioned upon the closing of the Combination between the
Company and Bolle. If the Combination does not close, this Agreement shall
terminate with no further obligations between the parties. If, on the other
hand, the Combination does close, this Agreement shall become fully effective
on such closing date and such closing date shall be the "Effective Date" of
this Agreement.
Employment. Upon the Effective Date, the Company shall employ Xxxxx
as the President of Bolle and Senior Vice President of Marketing of Xxxxxx,
and Xxxxx agrees to accept such employment on the terms and conditions set
forth in this
Agreement. Xxxxx shall remain an employee of the Company until January 1,
1997, unless otherwise terminated as provided below.
a. Duties. During his term as an employee, Xxxxx shall serve
as the President of Bolle (or any surviving successor) and Senior Vice
President of Marketing of Xxxxxx, and shall oversee all aspects of the
administration and management of Bolle. Xxxxx'x employment by the Company
shall be his primary employment, but such employment shall not prohibit Xxxxx
from acting as a consultant for other businesses in a manner which does not
violate the terms and provisions of sections 7 and 8 and in accordance with
fulfilling his duties under this Agreement. Except for vacation and absences
due to temporary illness, Xxxxx shall devote sufficient time, attention and
energies to Bolle as are necessary to perform his duties; provided, however,
that (i) Xxxxx may perform such duties at such times as he shall determine,
(ii) Xxxxx shall not be required to be present at the offices of the Company
or Bolle for any specified number of hours, and (iii) Xxxxx shall be
reasonably available for telephone consultation by officers and employees of
the Company and Bolle when Xxxxx is not present at the offices of the Company
or Bolle, or otherwise pursuing company business.
b. Compensation.
i. Salary. During his term as an employee, the
Company shall pay Xxxxx, and Xxxxx shall accept from the Company, as
compensation for the performance of services under this Agreement and for
Xxxxx'x observance and performance of all of the provisions hereof, a salary
of $255,000 per year, commencing January 1, 1996. Effective upon the Effective
Date, Xxxxx agrees that he shall forego salary from the Company and Bolle
relating to 1995 for the period from October 1, 1995 through December 31,
1995. Any salary Xx. Xxxxx receives from Bolle for the period from October 1,
1995 through the Effective Date shall be returned to Bolle.
i. Incentive Compensation. In addition, Xxxxx
agrees that he shall forego the Incentive Compensation he would have received
or been entitled to receive from the Company or Bolle for 1995 under his
existing employment agreement with Bolle.
iii. General. Xxxxx'x salary shall be payable in
accordance with the normal payroll practices of the Company and shall be
subject to withholding for applicable taxes. and other amounts. Xxxxx shall be
entitled to sick leave and other similar benefits in accordance with policies
of the Company from time to time in effect for personnel with commensurate
duties. Xxxxx'x salary for 1996 shall be subject to offset as provided in
Section 11, below. Xxxxx shall be entitled to six weeks of vacation for 1996
for which he shall be compensated.
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3. Consulting. Effective January 1, 1997, Xxxxx'x term as President of
Bolle and Senior Vice President of Marketing of Xxxxxx shall end and he shall
thereafter be hired as a consultant to the Company for a period of four years
commencing January 1, 1997, and ending December 31, 2000; provided, however,
that the parties, by mutual agreement, may extend the term of Xxxxx'x
consulting services by an additional five (5) years.
a. Duties. During his term as a consultant, Xxxxx agrees to
consult with the officers and directors of the Company and Bolle with regard
to marketing, and product development matters. Xxxxx agrees to be reasonably
available to provide such services as the Company may direct, but shall not be
required to be personally present at Bolle or the Company throughout the term
of his consulting arrangement. The parties recognize that the services
described herein may be provided without Xxxxx'x continuous presence;
provided, however, that Xxxxx shall make himself available either in person or
by telephone, as the Company may reasonably require.
b. Compensation. During his term as a consultant, the
Company shall pay Xxxxx, and Xxxxx shall accept from the Company, as
compensation for the performance of services under this Agreement and Xxxxx'x
observance and performance of all of the provisions hereof, consulting fees of
$155,000 per year. Xxxxx shall be paid his consulting fees quarterly and such
fees shall be subject to offset as provided in Section 11, below.
c. Independent Contractor. The parties acknowledge and agree
that during his term as a consultant Xxxxx is being engaged as an independent
contractor and not as an employee. Accordingly, the Company shall not withhold
any payroll taxes from Xxxxx'x consulting fees and shall not direct the daily
activities of Xxxxx. Xxxxx acknowledges and agrees that during his term as a
consultant, he shall be an independent contractor and further agrees to make
payment of any and all self-employment taxes and contributions, such as self
employment estimated tax payments and Self Employment Contribution Act
contributions, required of Xxxxx upon the consulting fees paid hereunder.
Xxxxx agrees to indemnify the Company from any and all costs the Company may
incurr as a result of Xxxxx'x failure to pay such amounts or to report
consulting fees as independent contractor payments.
4. Benefits.
a. Health Insurance. During the term of Xxxxx'x employment
and consulting (i.e., until December 31, 2000), Xxxxx shall be entitled to
participate in the Company's then current health insurance program and shall
pay for the then current cost to employees for such benefits.
b. Life Insurance. The Corporation agrees to purchase a
renewable term life insurance policy or policies
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insuring the life of Xxxxx in the event of his death prior to the expiration
of the term of this Agreement (i.e., December 31, 2005). Although the
Corporation shall be the owner of the policy or policies and shall pay the
premiums thereon, the Corporation agrees to name Xxxxx as the beneficiary of
the policy. The amount of life insurance which shall be in effect and payable
to Xxxxx for each year shall be as follows:
Calendar Year Face Amount of Life Insurance
------------- -----------------------------
1995 $1,775,000.00
1996 $1,775,000.00
1997 $1,520,000.00
1998 $1,265,000.00
1999 $1,010,000.00
2000 $755,000.00
2001 $500,000.00
2002 $400,000.00
2003 $300,000.00
2004 $200,000.00
2005 $100,000.00
The payments under the policy or policies shall be in lieu of the
consulting, employment and noncompetition payments due Xxxxx pursuant to
paragraphs 2, 3 and 7 hereunder.
5. Reimbursements. During the term of Xxxxx'x employment and
consulting, (i.e., until December 31, 2000), upon submission of proper
invoices, receipts or other supporting documentation satisfactory to the
Company and in specific accordance with such guidelines as may be established
from time to time by the Company's Board of Directors, Xxxxx shall be
reimbursed by the Company for all reasonable business expenses actually and
necessarily incurred by Xxxxx on behalf of the Company or Bolle in connection
with the performance of services under this Agreement.
6. Termination of Employment Contract. The parties acknowledge that
Xxxxx and Bolle are parties to the existing Employment Contract. Upon the
Effective Date and in consideration of the payment described below, the
Employment Contract shall terminate and neither Bolle nor the Company shall
have any obligations thereunder except to the extent that any obligations set
forth in the Employment Contract are also expressly set forth in this
Agreement. In sole consideration for the termination of the Employment
Contract, and without any further obligation of Xxxxx, the Company agrees (i)
to cause to be paid by Bolle to Xxxxx a termination fee of Seven Hundred
Thousand Dollars ($700,000.00) upon the Effective Date, and (ii) to cause
Bolle to distribute to Xxxxx unencumbered title to the Lexus automobile
provided to Xxxxx pursuant to Section 2.2 of the Employment Contract.
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7. Noncompetition. For purposes of this Section 7, all references to
the Company shall be deemed to include the Company's subsidiary corporations.
a. Restrictions. Commencing with the Effective Date and
continuing through December 31, 2005 and in consideration of the amounts set
forth below, Xxxxx will not utilize his special knowledge of the business of
the Company and his relationships with customers and suppliers of the Company
to compete with the Company in eyewear, optical, ophthalmic and optometric
products. Commencing with the Effective Date and continuing through December
31, 2005 and in consideration of the amounts set forth below, Xxxxx shall not
engage, directly or indirectly, or have an interest, directly or indirectly,
anywhere in the Unites States of America or any other geographic area where
the Company does business or in which its products are marketed, alone or in
association with others, as principal, officer, agent, employee, capital,
lending of money or property, rendering of services or otherwise, in any
eyewear, optical, ophthalmic, or optometric business which directly competes
with or is similar to that engaged in by the Company, including without
limitation, the development, manufacture, packaging, distribution or sale of
sunglasses, goggles, sport xxxxxxx and related eyewear (it being understood
hereby, that the ownership by Xxxxx of 2% or less of the stock of any company
listed on a national securities exchange shall not be deemed a violation of
this Section 7). During the same period, Xxxxx shall not, and shall not permit
any of his employees, agents or any other person under his control to,
directly or indirectly, on behalf of himself or any other person, (i) call
upon, accept business from, or solicit the business of any person who is, or
who had been at any time during the preceding two years, a customer of the
Company or of Bolle, or any successor to the business of the Company or Bolle,
or otherwise divert or attempt to divert any business of the Company, Bolle or
any successor, or (ii) directly or indirectly recruit or otherwise solicit or
induce any person who is an employee of, or otherwise engaged by, the Company,
Bolle or any successor to the business of the Company or Bolle to terminate
his or her employment or other relationship with the Company, Bolle or such
successor. Xxxxx shall not at any time, directly or indirectly, use or purport
to authorize any person to use any name, xxxx, logo, trade dress or other
identifying words or images which are the same as or similar to those used at
any time by the Company in connection with any product or service, whether or
not such use would be in a business competitive with that of the Company,
Bolle or any successor to the business thereof.
b. Compensation. In consideration of Xxxxx'x covenants and
agreements as set forth in Subsection 7.a, above, the Company agrees to pay
Xxxxx Eight Hundred Thousand Dollars ($800,000.00) upon the Effective Date and
One Hundred Thousand Dollars ($100,000.00) per year commencing January 1,
1997, through December 31, 2005. Such subsequent payments shall be
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made quarterly. The initial payment shall be deemed fully earned upon the
Effective Date and all subsequent payments shall be due and payable to Xxxxx
whether or not Xxxxx is otherwise performing consulting services under Section
3 of this Agreement; provided, however, that Xxxxx shall not have breached the
covenants set forth in Sections 7 and 8.
8. Confidentiality. For purposes of this Section 8, all references to
the Company shall be deemed to include the Company's subsidiary corporations.
a. Confidential Information. Xxxxx acknowledges that he will
have knowledge of, and access to, proprietary and confidential information of
the Company, including, without limitation, inventions, trade secrets,
technical information, know-how, plans, specifications, methods of operations,
financial and marketing information and the identity of customers and
suppliers (collectively, the "Confidential Information"), and that such
information, even though it has been or may be contributed, developed or
acquired by Xxxxx, constitutes valuable, special and unique assets of the
Company developed at great expense which are the exclusive property of the
Company. Accordingly, Xxxxx shall not, at any time, either during or
subsequent to the term of this Agreement, use, reveal, report, publish,
transfer or otherwise disclose to any person, corporation or other entity, any
of the Confidential Information without the prior written consent of the
Company, except to responsible officers and employees or the Company and other
responsible persons who are in a contractual or fiduciary relationship with
the Company and who have a need for such information for purposes in the best
interests of the Company, and except for such information which is or becomes
of general public knowledge from authorized sources other than Xxxxx. Xxxxx
acknowledges that the Company would not enter into this Agreement without the
assurance that all such confidential and proprietary information will be used
for the exclusive benefit of the Company.
b. Return of Confidential Information. Upon the termination
of this Agreement, Xxxxx shall promptly deliver to the Company all drawings,
manuals, letters, notes, notebooks, reports and copies thereof and all other
materials relating to the Company's business.
9. Remedies. The restrictions set forth in Sections 7 and 8 are
considered by the parties to be fair and reasonable. Xxxxx acknowledges that
the Company would be irreparably harmed and that monetary damages would not
provide an adequate remedy in the event of a breach of the provisions of
Section 7 or 8. Accordingly, Xxxxx agrees that, in addition to any other
remedies available to the Company, the Company shall be entitled to seek
injunctive and other equitable relief to secure the enforcement of these
provisions. If any provisions of Sections 7, 8, or 9 relating to the time
period, scope of activities or geographic
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area of restrictions is declared by a court of competent jurisdiction to
exceed the maximum permissible time period, scope of activities or geographic
area, as the case may be, such period, scope of activities or geographic area
shall be reduced to the maximum which such court deems enforceable. If any
provisions of Section 7, 8 or 9 other than those described in the preceding
sentence are adjudicated to be invalid or unenforceable, the invalid or
unenforceable provisions shall be deemed amended (with respect only to the
jurisdiction in which such adjudication is made) in such manner as to render
them enforceable and to effectuate as nearly as possible the original
intentions and agreement of the parties.
10. Termination. This Agreement may be terminated prior to the
expiration of the terms set forth in Sections 2, 3 and 7, upon the occurrence
of any of the events set forth in, and subject to the terms of, this Section
10.
a. Death. This Agreement will terminate immediately and
automatically upon the death of Xxxxx and Haber's estate shall receive the
life insurance proceeds described in Section 4.b as well as any other payments
earned prior to Xxxxx'x death.
b. Disability. This Agreement may be terminated at the
Company's option, immediately upon notice to Xxxxx, if Xxxxx shall suffer a
permanent disability; provided, however, that Xxxxx shall be entitled to
receive all of the compensation, benefits, and reimbursements to the end of
the full term of this Agreement. For the purposes of this Agreement, the term
"permanent disability" shall mean Xxxxx'x inability to perform his duties
under this Agreement for a period of 120 consecutive days or for an aggregate
of 180 days, whether or not consecutive, in any twelve month period, due to
illness, accident or any other physical or mental incapacity, as reasonably
determined by the Board of Directors of the Company.
c. Cause. This Agreement may be terminated at the Company's
option, "for cause." For purposes of this Agreement, "for cause" shall mean a
termination resulting from the good faith determination by the Company (i)
that there has been a breach by Xxxxx of any material provision of this
Agreement; (ii) that there has been gross negligence or willful misconduct by
Xxxxx in connection with the performance of his duties under this Agreement;
(iii) that there has been fraud, criminal conduct or embezzlement by Xxxxx; or
(iv) Xxxxx has misappropriated for personal use assets or business
opportunities of the Company. The Company shall provide Xxxxx with thirty (30)
days prior written notice of its good faith determination that Xxxxx'x
employment is being terminated "for cause." Furthermore, the Company shall
provide Xxxxx a reasonable opportunity to cure the circumstances resulting in
the "for cause" termination, provided that such circumstances are capable of
being cured. If the Company determines that Employee has been discharged "for
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cause," as defined above, and Employee disagrees with the conclusion of the
Company, then the Company and Employee shall submit the issue of whether
Employee was discharged "for cause" to arbitration in accordance with the
rules and procedures of the American Arbitration Association. Such
determination shall be binding upon the parties hereto. The Company shall not
request Xxxxx to perform any duties, and Employee's duties shall not include,
any actions which violate any laws, government rules or regulations or written
contracts of the Company.
d. Without Cause. This Agreement may be terminated on thirty
(30) days notice (the thirtieth day following such notice being herein
sometimes called the "Termination Date") by the Company without Cause, subject
to the following provisions. If this agreement is terminated without Cause by
the Company, Xxxxx shall receive all of the compensation, benefits, and
reimbursements to the end of the full term of this Agreement; provided that
the terms and provisions of Sections 7 and 8 shall continue to apply to Xxxxx
while he is receiving such compensation, benefits and reimbursements.
e. Termination by Xxxxx. Xxxxx may terminate his employment
or consulting duties under this Agreement by giving the Company one hundred
eighty (180) days prior written notice. In such event, Xxxxx shall have no
cause of action against the Company for breach of this Agreement except for
Xxxxx'x right to receive compansation, employee benefits and reimbursements
through the date of termination. In addition, the terms and provisions of
Sections 7 and 8 shall continue to apply to Xxxxx for the remaining term of
the Agreement (i.e., until December 31, 2005).
11. Contribution to Costs Incurred in Connection With Legal Actions.
Xxxxx agrees to contribute twenty percent (20%) of the legal fees, judgements,
settlement payments, court costs and other amounts paid by Bolle or the
Company and not covered by the proceeds from insurance policies with regard to
any legal actions commenced against Bolle or the Company within two (2) years
of the Effective Date and relating to actions or omissions of Xxxxx occurring
prior to the Effective Date ("Legal Costs"). Such amounts shall be contributed
by offsetting any amounts owed to Xxxxx under Sections 2 and 3 above and shall
be limited to offsets of One Hundred Twenty-Five Thousand Dollars
($125,000.00) per calendar year and Two Hundred Fifty Thousand Dollars
($250,000.00) in total. Prior to offsetting any amounts owed to Xxxxx, Bolle
or the Company shall provide Xxxxx with a report describing and itemizing the
Legal Costs incurred and the calculation of the amount of the offset.
12. Miscellaneous.
a. Survival. The provisions of Sections 7, 8, and 9 shall
survive the termination of this Agreement.
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b. Entire Agreement. This Agreement sets forth the entire
understanding of the parties and merges and supersedes any prior or
contemporaneous agreements between the parties pertaining to the subject
matter hereof.
c. Modification. This Agreement may not be modified or
terminated orally, and no modification, termination or attempted waiver of any
of the provisions hereof shall be binding unless in writing and signed by the
party against whom the same is sought to be enforced; provided, however, that
Xxxxx'x compensation may be increased at any time by the Company without in
any way affecting any of the other terms and conditions of this Agreement,
which in all other respects shall remain in full force and effect.
d. Waiver. Failure of a party to enforce one or more of the
provisions of this Agreement or to require at any time performance of any of
the obligations hereof shall not be construed to be a waiver of such
provisions by such party nor to in any way thereafter to enforce any
provisions of this Agreement, nor to preclude such party from taking any other
action at any time which it legally would be entitled to take.
e. Successors and Assigns. Neither party shall have the
right to assign this Agreement, or any rights or obligations hereunder,
without the consent of the other party; provided, however, that upon the sale
of all or substantially all of the assets, business and goodwill of the
Company to another company, or upon the merger or consolidation of the Company
with another company, this Agreement shall inure to the benefit of, and be
binding upon, both Xxxxx and the company purchasing such assets, business and
goodwill, or surviving such merger or consolidation, as the case may be, in
the same manner and to the same extent as though such other company were the
Company; and provided, further, that the Company shall have the right to
assign this Agreement to any affiliate or subsidiary of the company; and
provided, further, that in the event of any such sale, merger, consolidation,
transfer or assignment, the Company shall remain fully liable as a guarantor
for all of the payments, obligations, duties and responsibilities due to Xxxxx
hereunder. Subject to the foregoing, this Agreement shall inure to the benefit
of, and be binding upon, the parties hereto and their legal representatives,
heirs, successors and assigns.
f. Communications. All notices, requests, demands and other
communications under this Agreement shall be in writing and shall be deemed to
have been given at the time personally delivered or when mailed in any United
States post office enclosed in a registered or certified postage prepaid
envelope and addressed to the addresses set forth below, or to such other
address as any party may specify by notice to the other party; provided,
however, that any notice of change of address shall be effective only upon
receipt.
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To the Company: Xxxxxx Eyecare Corporation
c/o 000 Xxxx 00xx Xxxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: The President
With a copy to: Xxxxxx Xxxxxxxx
Xxxx Xxxxxxx, P.C.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
To Xxxxx: Xxxxx X. Xxxxx
0000 Xxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
With a copy to: Xxxxxxx X. Xxxxxxxx
Xxxxxxxx & Associates, P.C.
0000 X. Xxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxx, Xxxxxxxx 00000
g. Severability. If any provision of this Agreement is held
to be invalid or unenforceable by a court of competent jurisdiction, such
invalidity or unenforceability shall not affect the validity and
enforceability of the other provisions of this Agreement and the provisions
held to be invalid or unenforceable shall be enforced as nearly as possible
according to its original terms and intent to eliminate such invalidity or
unenforceability. Notwithstanding the foregoing, the parties acknowledge and
agree that the terms of this Agreement are not intended to create "excess
parachute payments" under Section 28OG of the Internal Revenue Code, nor are
they intended to cause violations of the Securities and Exchange Commission's
"pooling of interests" accounting treatment for the Combination. If any of the
terms of this Agreement result in potential excess parachute payments or
potential violations of the pooling treatment, the parties agree to revise
such terms; provided, however, that the basic economic positions of the
parties (i.e., the payments to be made by the Company or Bolle to Xxxxx) do
not change.
h. Jurisdiction Venue. This Agreement shall be subject to
the exclusive jurisdiction of the courts of Denver, Colorado. Any breach of
any provisions of this Agreement shall be deemed to be a breach occurring in
the State of Colorado and the parties irrevocably and expressly agree to
submit to the jurisdiction of the courts of the State of Colorado, or the
Federal Courts having concurrent jurisdiction, for the purpose of resolving
any disputes among them relating to this Agreement or the transactions
contemplated by this Agreement.
i. Governing Law. This Agreement is made and executed and
shall be governed by the laws of the State of New York, without regard to the
conflicts of law principles thereof.
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IN WITNESS WHEREOF, each of the parties hereto have duly
executed this Agreement as of the date set forth above.
XXXXXX EYECARE CORPORATION
By: /s/ Xxx Xxxxxx
------------------------------
Its: CFO
-----------------------------
/s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx
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