EXHIBIT 10.1
FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT FOR
XXXXXX XXXXXX DATED SEPTEMBER 8, 1999
WHEREAS, the Employer and the Employee desire to continue the employment
relationship with the Employee providing services as President of the Consumer
Vision Division and the Employee desires to continue to render such services.
WHEREAS, all capitalized terms not herein defined shall have the meaning
ascribed to them in the Agreement dated September 8, 1999.
WHEREAS, the parties have agreed to amend the above-referenced contract for
$1.00 and other good and valuable consideration as follows:
2. SCOPE OF EMPLOYMENT
The first two sentences of Section 2(a) are deleted in their entirety
and replaced with the following:
(a) The Employee is hereby employed as President of the Consumer
Vision Division. The employee shall perform such other duties as the
Chief Executive Officer or the Employer may from time to time
reasonably direct.
The remaining of Sections in 2(a) (b) and (c) are unchanged.
3. COMPENSATION
(a) Base Salary. The annual base salary shall be $150,000 (Base
Salary).
The remainder of Section 3(a) is unchanged.
(b) Bonuses. The Section is deleted in its entirety and replaced with
the following:
(b) Bonuses. Employee may be entitled to such bonuses as may be
authorized by the Employer's Board of Directors in its sole
discretion.
4. BENEFITS, VACATIONS AND SEMINARS; SICK LEAVE
Section 4(b) is amended as follows:
(b) Vacations and Seminars. This section is deleted in its entirety
and replaced as follows:
(b) Vacations and Seminars. The Employee shall be entitled to paid
vacation of four weeks during the term of this Agreement. The time of
said vacation shall be determined by mutual consent of the parties
thereto.
Section 4(a) and (c) remain unchanged.
6. TERM
This section is deleted in its entirety and replaced as follows:
6. Term. The term of this contract shall commence upon execution of
this Amendment and shall continue until February 28, 2006.
7. TERMINATION OF EMPLOYMENT
The following clause is deleted from Section 7(b):
"three (3) months prior written"
The following clause is deleted from Section 7(c):
"six (6) months prior written"
The remainder of Section (b) and (c) are unchanged.
8. PAYMENTS IN THE EVENT OF OR SEPARATION FROM SERVICE PRIOR TO CHANGE OF
CONTROL.
(a) Death. The last sentence of Section 8(a) is deleted in its
entirety.
(b) Section 8(b) is deleted in its entirety and replaced as follows:
(b) Compensation Benefits Upon Termination. In the event the
Employee's employment is terminated by resignation by the Employee or
for any reason other than cause by the Employer, the Employee shall be
paid, as severance pay, any Base Salary due for the remainder of the
term of this Agreement to February 28, 2006 in bi-weekly installments.
Further, in the event the Employee's employment hereunder is
terminated by the Employer for any reason other than cause prior to
August 31, 2005, the Employee is entitled, as severance pay, to Base
Salary through August 31, 2006 in bi-weekly installments.
11. COVENANT NOT TO COMPETE
Section 11 is hereby amended as follows:
Covenant Not to Compete. The Non-Compete Period shall be for a period
equal to the term of this Amendment so long as the Employer shall make
the payments in amended Section 8. Additionally, the Covenant Not to
Compete is limited to prohibit rendering services within, or for a
Conflicting Organization with operations in, the State of Connecticut.
Further, the definition of Conflicting Product is amended to delete
OECC, P.A. a North Carolina professional association.
The remainder of this Section is unchanged.
14. PAYMENTS UPON CHANGE IN CONTROL. The Section is deleted in its
entirety.
Agreeing to be legally bound hereby on this 29th of April, 2005.
OptiCare Eye Health Systems,, Inc.
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Xxxxxxxxxxx X. Xxxxx - President & CEO Xxxxxx Xxxxxx
