Exhibit 10.2
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT (the "Agreement") entered into on November 1,
2001 by and between NEXGEN VISION, INC., a corporation organized under the laws
of Delaware (the "Company") and Xxxxxxx 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
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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/nondisclosure 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 12 (Employee)_____
2. TERM OF EMPLOYMENT.
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(a) Term. The Company hereby employs the Employee, and the Employee
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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,
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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 President of the
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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,
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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
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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
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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 12 (Employee)_____
4. COMPENSATION AND EXPENSES.
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(a) Salary. For the services of the Employee to be rendered under this
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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
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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.
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(a) Vacation and Sick Days. The Employee shall be entitled to four
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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
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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
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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
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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 12 (Employee)_____
6. TERMINATION.
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(a) General Provisions. The Company may terminate the Employee's
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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
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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
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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
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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.
(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
(Company) _____ Page 4 of 12 (Employee)_____
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,
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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.
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(a) Competition with the Company. Until termination of his employment
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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
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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
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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
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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, 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
(Company) _____ Page 5 of 12 (Employee)_____
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
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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.
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(a) Confidential Information. Confidential Information includes, but
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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 and/or 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.
(b) Legitimate Business Interests. The Employee recognizes that the
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Company has legitimate business interests to protect and as a consequence, the
Employee agrees to the restrictions contained in this Agreement because they
(Company) _____ Page 6 of 12 (Employee)_____
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 technology,
methods and procedures.
(c) Confidentiality. For a period of three years following
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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.
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(a) Injunction. The Company and the Employee recognize that the
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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. In 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.
(b) Exclusive Jurisdiction and Venue. Any action, suit or proceeding
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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
(Company) _____ Page 7 of 12 (Employee)_____
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
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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,
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processes, programs, software, and designs (including all improvements) (i)
conceived or made by the Employee during the 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 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
(Company) _____ Page 8 of 12 (Employee)_____
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
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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
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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.
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(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 permit 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 deemed 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.
15. NOTICES AND ADDRESSES. All notices, offers, acceptance and any
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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
(Company) _____ Page 9 of 12 (Employee)_____
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 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
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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
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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
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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
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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 party or
parties against which enforcement or the change, waiver discharge or termination
is sought.
(Company) _____ Page 10 of 12 (Employee)_____
20. ADDITIONAL DOCUMENTS. The parties hereto shall execute such
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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 HEADINGS. The section and paragraph headings
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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:
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Xxxx X. Xxxxxxxx, Chairman
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----------------------------- By:
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Xxx Xxxxxxxx, Secretary
[CORPORATE SEAL]
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By:
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Xxxxxxx Xxxxxx Xxxxxxxxxx
(Company) _____ Page 11 of 12 (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)_____
