Exhibit 10.40
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September 3, 2002
Xxxx X. Xxxxxx
President and Chief Operating Officer
Paradigm Medical Industries, Inc.
0000 Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Re: Termination of Employment Agreement Between Paradigm Medical
Industries, Inc. and Xxxx X. Xxxxxx
Dear Xx. Xxxxxx:
Reference is made to the Employment Agreement dated June 5, 2000 (the
"Employment Agreement") between Paradigm Medical Industries, Inc. (the
"Company") and Xxxx X. Xxxxxx ("Xxxxxx") in which the Company agreed to employ
Xxxxxx, and Xxxxxx agreed to accept such employment upon the terms and
conditions set forth in the Employment Agreement. The parties hereto hereby
agree to terminate the Employment Agreement on the following terms and
conditions:
1. The Employment Agreement shall be terminated as of the date of
this letter, thereby releasing the Company from its obligations to
employ Xxxxxx under the terms of the Employment Agreement and
Xxxxxx from having to accept such employment upon the terms and
conditions set forth therein;
2. The stock options issued to Xxxxxx pursuant to the Employment
Agreement on April 19, 2000 to purchase 150,000 shares of the
Company's common stock at $6.00 per share, on September 11, 2001
to purchase 110,000 shares of common stock at $2.75 per share, and
on January 28, 2002 to purchase 55,000 shares of common stock at
$2.75 per share (the "Options") shall be fully vested as of the
date of this letter and shall continue to be exercisable for a
period of one year following the termination of the Consulting
Agreement, at which time such Options shall expire and be
terminated;
Xxxx X. Xxxxxx
September 3, 2002
Page 2
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3. The Company shall enter into a Consulting Agreement (the
"Consulting Agreement") with Xxxxxx, a copy of which is attached
hereto as Exhibit "A", in which the Company shall agree to retain
Xxxxxx to render consulting services to the Company, and Xxxxxx
shall agree to perform such services under the terms and
considerations set forth therein; and
4. Xxxxxx agrees to cooperate by returning to the Company any
Confidential Information as defined in the Consulting Agreement
that may have been furnished by the Company to Xxxxxx during the
period he served as President and Chief Operating Officer of the
Company or during the period he serves as a consultant to the
Company.
If the foregoing conforms to your understanding, please sign, date and
return the enclosed copy of this letter.
Very truly yours,
PARADIGM MEDICAL INDUSTRIES, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, Interim Chief
Executive Officer, Vice President of
Finance and Chief Financial Officer
The foregoing is in conformity with my understanding:
PARADIGM MEDICAL INDUSTRIES, INC.
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, President and
Chief Operating Officer
Dated: September 3, 2002
