Exhibit 10.3
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") entered into on November 6, 2001 by
and between NEXGEN VISION, iNC., a corporation organized under the laws of
Delaware (the "Company") and Xxxxxxx X. Xxxxxxxxxx (the "Employee").
WHEREAS, in its business, the Company has acquired and developed certain trade
secrets, including but not limited to proprietary processes, sales methods and
techniques, and other like confidential business and technical information
including but not limited to technical information, design systems, methods of
manufacturing and refurbishing optical equipment, pricing methods, pricing rates
or discounts, process, procedure, formula, design of computer software or
improvement of any portion or phase thereof, whether patented or not, that is of
any value whatsoever to the Company, as well as certain unpatented information
relating to the Company's Services, as defined, information concerning proposed
new Services, market feasibility studies, proposed or existing marketing
techniques or plans (whether developed or produced by the Company or by any
other entity for the Company), other Confidential Information, as defined by
Section 8, and information about the Company's employees, consultants, officers,
and directors, which necessarily will be communicated to the Employee by reason
of his employment by the Company; and
WHEREAS, the Company has strong and legitimate business interests in preserving
and protecting its investment in the Employee, its trade secrets and
Confidential Information, and its substantial relationships with suppliers, and
Customers, as defined, actual and prospective; and
WHEREAS, the Company desires to preserve and protect its legitimate business
interests further by restricting competitive activities of the Employee during
the term of employment and following (for a reasonable time) termination of
employment; and
WHEREAS, the Company desires to employ the Employee and to ensure the continued
availability to the Company of the Employee's services, and the Employee is
willing to accept such employment and render such services, all upon and subject
to the terms and conditions contained in this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants set
forth in this Agreement, and intending to be legally bound, the Company and the
Employee agree as follows:
1. Representations and Warranties The Employee hereby represents and warrants to
the Company that except as set forth on Exhibit A attached hereto, he (i) is not
subject to any written nonsolicitation or noncompetition agreement affecting his
employment with the Company (other than any prior agreement with the Company or
any affiliate), (ii) is not subject to any written confidentiality or
nonuse/nondisciosure agreement affecting his employment with the Company (other
than any prior agreement with the Company or any affiliate), and (iii) has
brought to the Company no trade secrets, confidential business information,
documents, or other personal property of a prior employer.
(Company) _____ Page 1 of 1 (Employee)_,4rft
2. Term of Employment
(a) Term The Company hereby employs the Employee, and the Employee hereby
accepts employment with the Company for a period commencing on the date of this
Agreement and ending three years from the date of this Agreement (the "Term"),
automatically renewable for additional one-year terms unless either party gives
the other at least 30 days written notice.
(b) Continuing Effect Notwithstanding any termination of employment, at the end
of the term or otherwise, the provisions of Sections 7 and 8 shall remain in
full force and effect and the provisions of Section 8 shall be binding upon the
legal representatives, successors and assigns of the Employee.
3. Duties.
(a) General Duties The Employee shall serve as Vice President of the Company,
with duties and responsibilities that are customary for such position. The
Employee shall report to the board of directors. The Employee shall use his best
efforts to perform his duties and discharge his responsibilities pursuant to
this Agreement competently, carefully and faithfully.
(b) Devotion of Time The Employee shall devote all of his time, attention and
energies during normal business hours (exclusive of periods of sickness and
disability and of such normal holiday and vacation periods as have been
established by the Company) to the affairs of the Company. The Employee shall
not enter the employ of or serve as a consultant to, or in any way perform any
services with or without compensation to, any other persons, business or
organization without the prior consent of the board of directors of the Company.
Notwithstanding the above, the Employee shall be permitted to devote a limited
amount of his time without compensation, to professional, charitable or similar
organizations.
(c) Location of Office The Employee's principal business office shall be at the
Company's offices in Miami, Florida, as it may change from time to time.
However, the Employee's job responsibilities shall include all business travel
necessary to the performance of his job.
(d) Adherence to Inside Information Policies The Employee acknowledges that the
Company intends in the future to become publicly-held whether directly or
through an affiliate, successor, subsidiary, an acquisition or a merger, and as
a result, shall implement inside information policies designed to preclude its
employees and those of its subsidiaries from violating the federal securities
laws by trading on material, non-public information or passing such information
on to others in breach of any duty owed to the Company, or any third party. The
Employee shall promptly execute any agreements generally distributed by the
Company or any successor thereto, to its employees requiring such employees to
abide by it's inside information policies.
(Company) _____ Page 2 of 2 (Employee)_____
4. Compensation and Expenses
(a) Salary For the services of the Employee to be rendered under this Agreement,
the Company shall pay the Employee an annual salary of One Hundred Twenty
Thousand Dollars and 00/100 Dollars ($120,000.00) during the Term, payable in
accordance with the Company's normal payroll practices.
(b) Expenses In addition to any compensation received pursuant to Section 4(a)
the Company shall reimburse or advance funds to the Employee for all reasonable
travel, entertainment and miscellaneous expenses incurred in connection with the
performance of his duties under this Agreement, provided that the Employee
properly provides a written accounting of such expenses to the Company in
accordance with the Company's practices. Such reimbursement or advances shall be
made in accordance with policies and procedures of the Company in effect from
time to time relating to reimbursement of or advances to Employees.
5. Benefits
(a) Vacation and Sick Days The Employee shall be entitled to four weeks of
vacation without loss of compensation or other benefits to which he is entitled
under this Agreement, to be taken at such times as the Employee may select and
the affairs of the Company may permit. The Employee shall also be entitled to
five paid sick days per calendar year.
(b) Employee Benefit Programs The Employee is entitled to participate in any
pension, 401(k), insurance or other employee benefit plan that is or may be
maintained in the future by the Company for its employees, including programs of
life and medical insurance and reimbursement of membership fees in professional
organizations.
(c) Insurance The Company shall pay the premiums on the Company's medical
insurance policy covering Employee and Employee's dependants, if any such
Company policy exists. If such a policy does not exist, the Company will
implement one. In the absence of a policy, the Company shall pay premiums when
due for medical insurance selected by the Employee in his discretion covering
the Employee and the Employee's dependents until a Company policy exists.
(d) Automobile. The Company shall pay the Employee an automobile allowance of(i)
$750.00 per month, and (ii) the cost of insurance for such automobile.
(e) Expenses The Company shall reimburse or advance funds to the Employee for
all reasonable traveL entertainment and miscellaneous expenses incurred in
connection with the performance of his duties under this Agreement, provided
that the Employee properly provides a written accounting of such expenses to the
Company in accordance with the Company's practices. Such reimbursement or
advances shall be made in accordance with policies and procedures of the Company
in effect from time to time relating to reimbursement or advances to employees.
(Company)_____ Page 3 of 3 (Employee) H
6. Termination
(a) General Provisions The Company may terminate the Employee's employment for
Cause (as defined below) pursuant to the terms of this Agreement at any time
upon the giving of notice. On or before the termination of his employment or
prior to receiving any final compensation or expenses due him, the Employee
shall (i) return to the Company's principal executive offices, (ii) participate
in an exit interview, and (iii) execute a Certificate of Conclusion of
Employment, certifying that he has complied with his obligations and
acknowledging his continuing obligations under this Agreement.
(b) Termination for Cause The Company may terminate the Employee's
employment pursuant to the terms of this Agreement at any time for Cause (as
defined below) by giving written notice of termination. For purposes of this
Section 6(b), "cause" shall mean: (i) the Employee is convicted of a felony
which is related to the Employee's employment or the business of the Company;
(ii) the Employee, in carrying out his duties hereunder, has been found in a
civil action to have committed gross negligence or intentional misconduct
resulting, in either case, in material harm to the Company; or (iii) the
Employee has been found in a civil action to have materially breached any
provision of Section 6 or Section 7 and to have caused material harm to the
Company. The term "found in a civil action" shall not apply until all appeals
permissible under the applicable rules of procedure or statutes have been
determined and no further appeals are permissible.
(c) Death or Disability Except as otherwise provided in this Agreement, it shall
automatically terminate without act by any party upon the death, or disability
of the Employee. For purposes of this Section 6(c), "disability" shall mean that
for a period of 45 consecutive days or 90 aggregate days in any 12-month period,
the Employee is incapable of substantially fulfilling the duties set forth in
Section 3 because of physical, mental or emotional incapacity resulting from
injury, sickness or disease. In the event of death of the Employee, the
Employee's estate shall receive any unpaid, earned compensation due the Employee
and this Agreement shall terminate.
(d) Company Shares of the Employee If the Employee shall own or have a
beneficial interest in shares of the Company's common stock at the time of
termination, then the Company shall undertake the following action:
(A) If the Company's stock is not publicly traded, the within 60 days after any
termination hereunder, the Company shall repurchase any shares which the
Employee shall own or in which he has a beneficial interest. The price to be
paid by the Company for such shares of common stock shall be determined by an
independent accounting firm reasonably
acceptable to both parties, which has offices in Miami-Dade, Broward or Palm
Beach Counties, State of Florida, and has the requisite experience in
determining the fair value of common shares of stock of privately-held companies
in the optical equipment business or any substantially
similar business.
(Company) _____ Page 4 of 4 (Employee)J
(B) If the Company's common stock is publicly traded, and if the shares of the
Company stock owned or in which the Employee has a beneficial interest, are
restricted securities, then the Company shall, upon Employee's request, advise
its transfer agent to rely on any legal opinion secured by the Employee, which
states that any sale has complied with Rule 144 promulgated under the Securities
Act of 1933.
(e) Special Termination In the event that (A) the Employee, with or without
change in title or formal corporate action, shall no longer exercise all of the
duties and responsibilities and shall no longer possess substantially all the
authority set forth in Section 3; (B) the Company materially breaches this
Agreement or the performance of its duties and obligations hereunder; or (C) any
entity or person not now an employee, officer or director of the Company becomes
either individually or as part of a group the beneficial owner of 30% or more of
the Company's common stock, the Employee, by written notice to the Company, may
elect to deem his employment hereunder to have been terminated by the Company
without cause, in which event the Employee shall be entitled at the time of
termination to compensation equal to an amount of three years salary under
Section 4(a) above and benefits payable pursuant to Section 5 herein for such
three year period.
7. Non-Competition Agreement
(a) Competition with the Company Until termination of his employment and for a
period of 12 months commencing on the date of termination, the Employee,
directly or indirectly or, in association with or as a stockholder, director,
officer, consultant, employee, partner, joint venturer, member or otherwise of
or through any person, firm, corporation, partnership, association or other
entity (any of the foregoing defined as an "Affiliated Entity") shall not be
employed by or otherwise provide services to an entity which competes with the
Company or its affiliates, within any metropolitan area in the United States or
elsewhere in which the Company or any of its subsidiaries, as applicable is then
engaged in the offer and sale of competitive products or services. In addition,
the Employee may not, directly or indirectly including through any Affiliated
Entity, obtain employment with or perform services for any Customer, as defined,
of the Company or any affiliate during the period commencing on the date of
termination and continuing for 12 months thereafter; provided, however the
foregoing provisions shall not prevent the Employee from accepting employment
with an enterprise engaged in two or more lines of business, one of which is the
same or similar to the Company's business (the "Prohibited Business") if the
Employee's employment is totally unrelated to the Prohibited Business and if a
Customer, the Customer does not terminate its agreements with the Company;
provided further the foregoing shall not prohibit Employee from owning up to 5%
of the securities of any publicly-traded enterprise provided the Employee is not
an employee, director, officer, consultant to such enterprise or otherwise
reimbursed for services rendered to such enterprise.
(b) Solicitation of Customers and Employees During the periods in which the
provisions of Section 7 shall be in effect, the Employee, directly or indirectly
in association with or as or through any Affiliated Entity, shall not seek
Prohibited Business from any Customer (as defined below) on behalf of any
enterprise or business other than the Company, refer Prohibited Business from
any Customer to any enterprise or business other than the
(Company) _____ Page 5 of 5 (Employee) 1
Company, receive commissions based on sales or otherwise relating to the
Prohibited Business from any Customer, or any enterprise or business other than
the Company, solicit or attempt to induce any employee of the Company to become
employed by, or engage in any business with, any Affiliated Entity or cause or
permit any Affiliated Entity to hire, or engage in business with, any Customer
of the Company. The hiring by an Affiliated Entity of, or the engaging by such
Affiliated Entity of any business with, any employee of the Company shall create
an irrebutable presumption that the Employee caused or permitted the hiring or
the business relationship. For purposes of this Section 7(b), the term
"Customer" means any person, firm, corporation, partnership, association or
other entity to which the Company or any of its affiliates sold or provided
goods or services during the 12 month period prior to the time at which any
determination is required to be made as to whether any such person, firm,
corporation, partnership, association or other entity is a Customer.
(c) No Payment The Employee acknowledges and agrees that no separate or
additional payment will be required to be made to him in consideration of his
undertakings in this Section.
8. Non-Disclosure of Confidential Information
(a) Confidential Information Confidential Information includes, but is not
limited to, trade secrets as defined by the common law and statute in Florida or
any future Florida statute, processes, policies, procedures, techniques
including recruiting techniques, designs, drawings, know-how, know-how,
technical information, specifications, computer software and source code,
information and data relating to the development, research, testing, costs,
marketing and uses of the Services (as defined herein), the Company's budgets
and strategic plans, and the identity and special needs of Customers, databases,
data, all technology relating to the Company's businesses, systems, methods of
operation, client or Customer lists, Customer information, solicitation leads,
marketing and advertising materials, methods and manuals and forms, all of which
pertain to the activities or operations of the Company, names, home addresses
and all telephone numbers and e-mail addresses of the Company's employees,
former employees, clients and former clients. In addition, Confidential
Information also includes the identity of Customers and the identity of and
telephone numbers, e-mail addresses and other addresses of employees or agents
of Customers who are the persons with whom the Company's employees and agents
communicate in the ordinary course of business. For purposes of this Agreement,
the following will not constitute Confidential Information (i) information which
is or subsequently becomes generally available to the public through no act of
the Employee, (ii) information set forth in the written records of the Employee
prior to disclosure to the Employee by or on behalf of the Company which
information is given to the Company in writing as of or prior to the date of
this Agreement, and (iii) information which is lawfully obtained by the Employee
in writing from a third party (excluding any affiliates of the Employee) who did
not acquire such confidential information or trade secret, directly or
indirectly, from the Employee or the Company. As used herein, the term
"Services" shall include manufacturing or refurbishing optical equipment,
setting up andlor designing labs for optical businesses, consulting with and for
the optical industry and any other optical industry related activities engaged
or planned, proposed or developed during the Term of the Employee's employment.
(Company) _____ Page 6 of 6 (Employee) fr9.4&
(b) Legitimate Business Interests The Employee recognizes that the Company has
legitimate business interests to protect and as a consequence, the Employee
agrees to the restrictions contained in this Agreement because they further the
Company's legitimate business interests. These legitimate business interests
include, but are not limited to (i) trade secrets; (ii) valuable confidential
business or professional information that otherwise does not qualify as trade
secrets including all Confidential Information; (iii) substantial relationships
with specific prospective or existing Customers or clients; (iv) customer or
client goodwill associated with the Company's business; and (v) specialized
training relating to the Company's tecimology, methods and procedures.
(c) Confidentiality For a period of three years following termination of
employment, or as otherwise required by client privilege, the Confidential
Information shall be held by the Employee in the strictest confidence and shall
not, without the prior written consent of the Company, be disclosed to any
person other than in connection with the Employee's employment by the Company.
The Employee further acknowledges that such Confidential Information as is
acquired and used by the Company or its affiliates is a special, valuable and
unique asset. The Employee shall exercise all due and diligence precautions to
protect the integrity of the Company's Confidential Information and to keep it
confidential whether it is in written form, on electronic media or oral. The
Employee shall not copy any Confidential Information except to the extent
necessary to his employment nor remove any Confidential Information or copies
thereof from the Company's premises except to the extent necessary to his
employment and then only with the authorization of an officer of the Company.
All records, files, materials and other Confidential Information obtained by the
Employee in the course of his employment with the Company are confidential and
proprietary and shall remain the exclusive property of the Company or its
customers, as the case may be. The Employee shall not, except in connection with
and as required by his performance of his duties under this Agreement, for any
reason use for his own benefit or the benefit of any person or entity with which
he may be associated or disclose any such Confidential Information to any
person, firm, corporation, association or other entity for any reason or purpose
whatsoever without the prior written consent of an officer of the Company
(excluding the Employee, if applicable).
(d) References to the Company in this Section 8 shall include the Company's
affiliates, subsidiaries and successors if any.
9. Equitable Relief
(a) Injunction The Company and the Employee recognize that the services to be
rendered under this Agreement by the Employee are special, unique and of
extraordinary character, and that in the event of the breach by the Employee of
the terms and conditions of this Agreement or if the Employee, shall cease to be
an employee of the Company for any reason and take any action in violation of
Section 7 and/or Section 8, the Company shall be entitled to institute and
prosecute proceedings in any court of competent jurisdiction referred to in
Section 9(b) below, to enjoin the Employee from breaching the provisions of
Section 7 or Section 8. Tn such action, the Company shall not be required to
plead or prove irreparable harm or lack of an adequate remedy at law or post a
bond or any security.
(Company) / d Page 7 of 7 (Employee)
(b) Exclusive Jurisdiction and Venue Any action, suit or proceeding arising out
of under or in connection with this Agreement whether, brought for equitable
relief or money damages shall be brought in either state or federal court in
Miami-Dade County, Florida and no other forum. The Employee and the Company
irrevocably and unconditionally submit to the exclusive jurisdiction and venue
of such courts and agree to take any and all future action necessary to submit
to the jurisdiction of such courts. The Employee and the Company irrevocably
waive any objection that they now have or hereafter irrevocably waive any
objection that they now have or hereafter may have to the laying of venue of any
suit, action or proceeding brought in any such court and further irrevocably
waive any claim that any such suit, action or proceeding brought in any such
court has been brought in an inconvenient forum. Final judgment against the
Employee or the Company in any such suit shall be conclusive and may be enforced
in other jurisdictions by suit on the judgment, a certified or true copy of
which shall be conclusive evidence of the fact and the amount of any liability
of the Employee or the Company therein described, or by appropriate proceedings
under any applicable treaty or otherwise.
10. Conflicts of Interest While employed by the Company, the Employee shall not,
directly or indirectly, unless approved in writing by the Chairman:
(a) participate as an individual in any way in the benefits of transactions with
any of the Company's suppliers or Customers, including, without limitation,
having a financial interest in the Company's suppliers or Customers, or making
loans to, or receiving loans, from, the Company's suppliers or Customers;
(b) realize a personal gain or advantage from a transaction in which the Company
has an interest or use information obtained in connection with the Employee's
employment with the Company for the Employee's personal advantage or gain; or
(c) accept any offer to serve as an officer, director, partner, consultant,
manager with, or to be employed in a technical capacity by, any person or entity
which does business with the Company.
(d) As used in Section 10(a), (b) and (c), the Company also includes its
affiliates, subsidiaries and successors, if any.
11. Inventions, Ideas, Processes, and Designs All inventions, ideas, processes,
programs, software, and designs (including all improvements) (i) conceived or
made by the Employee during tik course of his employment with the Company
(whether or not actually conceived during regular business hours) and for a
period of six months subsequent to the termination or expiration of such
employment with the Company and (ii) related to the business of the Company,
shall be disclosed in writing promptly to the Company and shall be the sole and
exclusive property of the Company. An invention, idea, process, program,
software, or design including an improvement) shall be deemed related to the
business of the Company if (a) it was made with the Company's equipment,
supplies, facilities, or Confidential Information, (b) results from work
performed by the Employee for the Company, or (c) pertains to the current
business or demonstrably anticipated research or development work of the
Company. The Employee shall cooperate with the Company and its attorneys in the
preparation of patent and copyright
(Company) Page 8 of 8 (Employee)_____
applications for such developments and, upon request, shall promptly assign all
such inventions, ideas, processes, and designs to the Company. The decision to
file for patent or copyright protection or to maintain such development as a
trade secret shall be in the sole discretion of the Company, and the Employee
shall be bound by such decision. The Employee shall provide as a schedule to
this Employment Agreement, a complete list of all inventions, ideas, processes,
and designs, if any, patented or unpatented, copyrighted or non-copyrighted,
including a brief description, which he made or conceived prior to his
employment with the Company and which therefore are excluded from the scope of
this Agreement.
12. Indebtedness If, during the course of the Employee's employment under this
Agreement, the Employee becomes indebted to the Company for any reason, the
Company may, if it so elects, set off any sum due to the Company from the
Employee and collect any remaining balance from the Employee.
13. Assignability The rights and obligations of the Company under this Agreement
shall inure to the benefit of and be binding upon the successors and assigns of
the Company, provided that such successor or assign shall acquire all or
substantially all of the securities (via merger or otherwise) or assets and
business of the Company. The Employee's obligations hereunder may not be
assigned or alienated and any attempt to do so by the Employee will be void.
14. Severability
(a) The Employee expressly agrees that the character, duration and geographical
scope of the non-competition provisions set forth in this Agreement are
reasonable in light of the circumstances as they exist on the date hereof.
Should a decision, however, be made at a later date by a court of competent
jurisdiction that the character, duration or geographical scope of such
provisions is unreasonable, then it is the intention and the agreement of the
Employee and the Company that this Agreement shall be construed by the court in
such a manner as to impose only those restrictions on the Employee's conduct
that are reasonable in the light of the circumstances and as are necessary to
assure to the Company the benefits of this Agreement. If, in any judicial
proceeding, a court shall refuse to enforce all of the separate covenants deemed
included herein because taken together they are more extensive than necessary to
assure to the Company the intended benefits of this Agreement, it is expressly
understood and agreed by the parties hereto that the provisions of this
Agreement that, if eliminated, would i3ermit the remaining separate provisions
to be enforced in such proceeding shall be deemed eliminated, for the purposes
of such proceeding, from this Agreement.
(b) If any provision of this Agreement otherwise is to be invalid or
unenforceable or is prohibited by the laws of the state or jurisdiction where it
is to be performed, this Agreement shall be considered divisible as to such
provision and such provision shall be inoperative in such state or jurisdiction
and shall not be part of the consideration moving from either of the parties to
the other. The remaining provisions of this Agreement shall be valid and binding
and of like effect as though such provision were not included.
(Company) Page 9 of 9 (Employee)
15. Notices and Addresses All notices, offers, acceptance and any other acts
under this Agreement (except payment) shall be in writing, and shall be
sufficiently given if delivered to the addressees in person, by Federal Express
or similar receipted delivery, by facsimile delivery or, if mailed, postage
prepaid, by certified mail, return receipt requested, as follows:
to the Company: NexGen Vision, Inc.
0000 Xxx Xxxxxxxxxx Xxxx
Xxxxx X
Xxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxxx, Chairman
with a copy to: Xxxxxxx Xxxxxx, Esq.
Xxxxxxx Xxxxxx, P.A.
0000 Xxxx Xxxxx Xxxxx Xxxx.
Xxxxx 000
Xxxx Xxxx Xxxxx, XX 00000
Facsimile: (000) 000-0000
to the Employee: Xx. Xxxxxxx Xxxxxx Xxxxxxxxxx
000 Xxxx Xxxxxx
Xxxxx 0000
Xxxxx Xxxxx, Xx 00000
or to such other address as either of them, by notice to the other may designate
from time to time. The transmission confirmation receipt from the sender's
facsimile machine shall be evidence of successful facsimile delivery. Time shall
be counted to, or from, as the case may be, the delivery in person or by
mailing.
16. Counterparts This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument. The execution of this Agreement may be
by actual or facsimile signature.
17. Attorney's Fees In the event that there is any controversy or claim arising
out of or relating to this Agreement, or to the interpretation, breach or
enforcement thereof, and any action or proceeding is commenced to enforce the
provisions of this Agreement, the prevailing party shall be entitled to a
reasonable attorney's fee, costs and expenses.
18. Governing Law This Agreement and any dispute, disagreement, or issue of
construction or interpretation arising hereunder whether relating to its
execution, its validity, the obligations provided therein or performance shall
be governed or interpreted according to the internal laws of the State of
Florida without regard to choice of law considerations.
19. Entire Agreement This Agreement constitutes the entire Agreement between the
parties and supersedes all prior oral and written agreements between the parties
hereto with respect to the subject matter hereof. Neither this Agreement nor any
provision hereof may be changed, waived, discharged or terminated orally, except
by a statement in writing signed by the
(Company) _____ Page 10 of 10 (Employee)
party or parties against which enforcement or the change, waiver discharge or
termination is sought.
20. Additional Documents The parties hereto shall execute such additional
instruments as may be reasonably required by their counsel in order to carry out
the purpose and intent of this Agreement and to fulfill the obligations of the
parties hereunder.
21. Section and Paragraph Headin2s The section and paragraph headings in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.
IN WITNESS WHEREOF, the Company and the Employee have executed this
Agreement as of the date and year first above written.
----------------------------- NexGen Vision, Inc.
----------------------------- By:
--------------------------------
Xxxx X. Xxxxxxxx, Chairman
-----------------------------
----------------------------- By:
-------------------------------
Xxx Xxxxxxxx, Secretary
[CORPORATE SEAL]
-----------------------------
By:
----------------------------- --------------------------------
Xxxxxxx Xxxxxx Xxxxxxxxxx
(Company) _____ Page 11 of 11 (Employee)_____
EXHIBIT A
The Employee is subject to that certain Resignation, Separation and Release
Agreement dated as of January 31, 2001, a copy of which is attached hereto.
(Company) _____ Page 12 of 12 (Employee)_____
