EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into
effective as of October 30, 1998, by and between LASERSIGHT INCORPORATED, a
Delaware corporation (the "Company"), and XXXXXXX X. XXXXXX, an individual
residing in the State of Florida (the "Executive").
RECITALS
WHEREAS, the Executive is the President and Chief Executive Officer of
the Company; and
WHEREAS, the Company desires to retain the Executive as President and
Chief Executive Officer of the Company upon the terms and conditions hereafter
set forth.
NOW, THEREFORE, the parties hereto agree as follows:
1. Employment of the Executive. Subject to the terms and conditions of
this Agreement, the Company hereby employs the Executive, and the Executive
hereby accepts such employment and agrees to perform the services specified
herein.
2. Duties. The Executive shall hold the titles of and serve as
President and Chief Executive Officer of the Company. The Executive shall report
to and be subject to the direction of the Board of Directors of the Company.
During the term of his employment hereunder, the Executive shall:
(a) Perform those duties assigned to him from time to time by
the Board of Directors of the Company, provided, however, that such
duties shall be reasonably related to the positions held by the
Executive pursuant hereto;
(b) Devote his full time and first priority business efforts
to the Company's business, provided that nothing herein shall prohibit
the Executive from spending reasonable amounts of time for personal
affairs, including, without limitation, managing his personal
investments; and
(c) Carry out Company policies and directives in a manner that
will promote and develop the Company's best interests.
3. Base Salary. In consideration of Executive satisfying his obligation
under this Agreement Executive will receive a base salary (the "Base Salary")
which will be calculated at an annual rate of Two Hundred Fifty Thousand Dollars
($250,000), provided that on January 1, 1999 and on each anniversary of such
date during the term of this Agreement the Base Salary then in effect will be
increased (on a cumulative basis) by five percent (5%). The Base Salary shall be
payable in equal installments in accordance with the Company's customary mode of
salary payments for senior executives of the Company (but not less than monthly)
and shall be subject to the Company's standard withholdings for applicable taxes
and benefit contributions.
4. Additional Compensation.
(a) On an annual basis Executive will be eligible to receive a
cash bonus (the "Performance Bonus") in an aggregate amount of up to
twenty-five percent (25%) of the Base Salary for the relevant year if
Executive (or the Company, as appropriate) meets all or a portion of
the specific objectives (the "Performance Objectives") which (i) are
established by the Company's Executive Compensation and Stock Option
Committee (the "Committee"), and (ii) are communicated in writing to
Executive. Prior to the expiration of the thirty (30) day period
immediately following the date on which Executive presents the
Company's budget for the next succeeding year to the Board of Directors
of the Company, the Committee shall notify Executive in writing of the
Performance Objectives which relate to the next succeeding year. The
Committee shall award all or the relevant portion of the Performance
Bonus on an annual basis within sixty (60) days after the end of the
relevant year. The payment of the Performance Bonus shall be subject to
the Company's standard withholdings for applicable taxes and benefit
contributions, as applicable.
(b) In addition to the Performance Bonus, on an annual basis
Executive will be eligible to receive a cash bonus (the "Additional
Bonus") in an aggregate amount of twenty percent (20%) of the Base
Salary for the relevant year if all or a portion of certain events or
goals identified from time to time by the Committee (the "Additional
Objectives") occur or are achieved. On or before February 15 of each
year during the term of this Agreement, or on any other earlier date as
may be determined appropriate by the Committee, the Committee shall
review the Additional Objectives for the relevant year and determine if
Executive should receive the Additional Bonus. The payment of the
Additional Bonus shall be subject to the Company's standard
withholdings for applicable taxes and benefit contributions, as
applicable.
(c) To the extent that (i) the Internal Revenue Service or any
similar state or local taxing authority takes the position that any
compensation or benefits, of any kind, provided to Executive pursuant
to this Agreement are "golden parachute payments," "excess parachute
payments" or any similar, excess, parachute-like compensation, and (ii)
to the extent that such taxing authority also takes the position that
any compensation or benefits, of any kind, provided to Executive
pursuant to this Agreement result in Executive being responsible for
the payment of any excise tax described in Internal Revenue Code
Sections 4999 or 280G, or any similar federal, state or local statute,
rule or regulation, and (iii) to the extent that Executive ultimately
pays such excise tax, then the Company will pay Executive a "grossed
up" sum which, after reduction for any appropriate withholdings, will
equal the amount of such excise tax paid by Executive.
5. Stock Options.
(a) Immediately upon execution of this Agreement Executive
will be granted options to purchase 341,250 shares of the Company's
common stock at an option price per share equal to the Fair Market
Value per share, as defined in the Company's Amended and Restated 1996
Equity Incentive Plan (the "1996 Equity Incentive Plan"), on the date
of grant which shall be the effective date of this Agreement (the
"Stock Options"). The Stock Options shall be granted to Employee
pursuant to all terms and conditions of the 1996 Equity Incentive Plan
and the Award Agreement attached hereto as Exhibit A, and incorporated
herein by this reference. The Stock Options shall vest as follows: (i)
the option to purchase 100,000 shares shall vest on January 1, 1999,
(ii) the option to purchase 111,250 shares shall vest on January 1,
2000, (iii) the option to purchase 111,250 shares shall vest on January
1, 2001, and (iv) the option to purchase 18,750 shares shall vest on
January 1, 2002.
(b) If this Agreement is terminated for Cause (as defined in
Section 11), then the options granted by this Section which have not
previously vested will terminate and be of no further force and effect
and Executive will have ninety (90) days after the date of such
termination to exercise any options which had previously vested. If the
options previously vested are not exercised on or before the ninetieth
(90th) day following the date of termination, then such options will
terminate and be of no further force and effect.
(c) If this Agreement is terminated without Cause, then the
options granted by this Section which have not previously vested will
terminate and be of no further force and effect and Executive will have
twelve (12) months after the date of such termination to exercise any
options which had previously vested. If the options previously vested
are not exercised on or before twelve (12) months following the date of
termination, then such options will terminate and be of no further
force and effect.
(d) If in connection with a Change of Control (as defined in
Section 11) Executive terminates his employment hereunder for Good
Reason, the Stock Options and the Contingent Stock Options (as defined
herein), to the extent granted, will immediately vest and be
exercisable upon the date of such termination of employment; provided,
however, if Executive does not terminate his employment hereunder for
Good Reason in connection with a Change of Control, the Stock Options,
and the Contingent Stock Options, to the extent granted, will vest in
accordance with Section 5(a) and Section 5(f) as applicable.
(e) If not sooner exercised or terminated pursuant to the
terms of this Agreement or the 1996 Equity Incentive Plan, the Stock
Options shall terminate on December 31, 2006.
(f) If during the term of this Agreement the Company amends
the 1996 Equity Incentive Plan such that at least 58,750 additional
shares of the Company's common stock will become available for issuance
under the 1996 Equity Incentive Plan, then as of the date of such
amendment to the 1996 Equity Incentive Plan Executive shall be granted
options to purchase up to an additional 58,750 shares of the Company's
common stock (the "Contingent Stock Options"). If issued, the
Contingent Stock Options shall have an option price per share equal to
the Fair Market Value per share on the date of grant, shall vest on
January 1, 2002 and shall expire on December 31, 2006, unless earlier
exercised.
6. Fringe Benefits. During the term of his employment hereunder, the
Executive shall be entitled to all fringe benefits and perquisites which the
Company from time to time makes available to other senior executives of the
Company, on such terms and levels as are at least commensurate with those
provided to such other senior executives, including, without limitation, those
benefits and perquisites set forth on Exhibit B hereto.
7. Expenses. The Company shall pay all of Executive's reasonable costs
and expenses, including, but not limited to, travel, lodging and meals, incurred
in connection with the performance of his duties hereunder, consistent with the
reimbursement guidelines established and implemented from time to time by the
Company.
8. Terms of Employment; Severance.
(a) The term of this Agreement shall begin on the date hereof
and shall continue until January 1, 2002, unless sooner terminated as
provided in this Section 8. Unless either party shall give notice of
intent not to renew this Agreement to the other party at least sixty
(60) days prior to January 1, 2002, the term of this Agreement shall,
on such anniversary date, be automatically extended for a term of three
(3) years.
(b) Notwithstanding the foregoing, the Executive's employment
hereunder may be terminated by the Company at any time for Cause upon
not less than seven (7) days' prior written notice to the Executive.
Such notice must specify the nature of the Cause, the manner in which
it can be cured (as reasonably determined by the Company), if any, and
the effective date of termination if not cured.
(c) Notwithstanding the foregoing, the Executive's employment
hereunder shall terminate in the event of his death or Disability (as
defined in Section 11).
(d) Notwithstanding the foregoing, the Executive's employment
hereunder may be terminated by the Executive at any time for Good
Reason (as defined in Section 11) upon prior written notice to the
Company specifying therein the grounds for termination and the
effective date of termination.
(e) In addition to all other rights of Executive and
obligations of the Company described herein which arise or continue
upon termination of Executive's employment, the following shall apply:
(i) Upon termination of the Executive's employment
hereunder for any reason whatsoever, the Company shall pay to
the Executive all salary, benefits, bonuses and other
Compensation (as defined in Section 11) (including
reimbursements) earned through the effective date of
termination.
(ii) If the Executive's employment hereunder is
terminated by the Company without Cause, the Executive shall
be entitled to receive, in addition to all other damages and
remedies available to him at law or in equity, the Base Salary
and health insurance coverage for Executive and his family
through the later of (i) the remaining term of this Agreement,
or (ii) the end of the twelve (12) month period immediately
following the effective date of his termination. If the
Executive's employment is terminated by the Company without
Cause, then all salary owed to the Executive shall be paid
over the relevant period of time in accordance with the
Company's normal payroll practices.
(iii) If the Executive's employment hereunder is
terminated by the Company with Cause, the Executive shall be
entitled to receive, in addition to all other damages and
remedies available to him at law or in equity, a lump sum
severance payment payable within ten (10) business days of
such termination in an amount equal to the Base Salary for one
week for each year that Executive has been employed by the
Company or a Subsidiary.
(iv) If the Executive's employment hereunder is
terminated by the Executive for Good Reason, or for any reason
within the twelve (12) months immediately after a Change of
Control, the Executive shall be entitled to receive, in
addition to all other damages and remedies available to him at
law or in equity, the Base Salary and health insurance
coverage for Executive and his family through the later of (i)
the remaining term of this Agreement, or (ii) the end of the
twelve (12) month period immediately following the effective
date of his termination. If the Executive's employment is
terminated by the Executive for Good Reason, or for any reason
within twelve (12) months after a Change of Control, then all
salary owed to the Executive, shall, at the Executive's
option, be payable in lump sum within ten (10) business days
of the Executive's written demand therefore.
9. Restriction Against Competition.
(a) In consideration of the Compensation to be received
hereunder, the Executive agrees that while he is employed by the
Company pursuant to this Agreement, and during (A) the two (2) year
period following the effective date of termination of this Agreement by
the Company for Cause or Disability or by the Executive without Good
Reason, or (B) the one (1) year period following the effective date of
termination of this Agreement by the Company without Cause or by the
Executive for Good Reason, the Executive shall not, directly or
indirectly, as a stockholder, partner, officer, director, agent,
consultant, employee, or otherwise:
(i) engage in any business that competes with the
business of the Company ("Company" defined in Sections 9, 10
and 11(b) herein to mean all Subsidiaries, Affiliates,
divisions, successors, and assigns of the Company and any of
their Subsidiaries or Affiliates) anywhere the Company is
conducting its business, except that with respect to the
one-year or two-year period, as applicable, following
termination of this Agreement, such restriction shall apply
only to locations where the Company is conducting business or
actively serving customers or soliciting business on the
effective date of termination of this Agreement; provided,
however, that the foregoing shall not prohibit the Executive's
ownership of up to five percent (5%) of the outstanding shares
of capital stock of any corporation whose securities are
publicly traded on a national or regional stock exchange;
(ii) purposefully interfere or attempt to interfere
with any of the Company's contracts (regardless of whether
these contracts are in writing or verbal) or business
relationships or advantages existing and in effect as of the
effective date of termination of this Agreement;
(iii) solicit for employment, either directly or
indirectly, for himself or for another, any of the technical
or professional employees who are or were employed by the
Company during the one-year or two-year period, as applicable,
following the termination of this Agreement;
(iv) purposefully interfere with the business
relationship of or solicit the business or orders of (a) a
customer of the Company, except that with respect to the
one-year or two-year period, as applicable, following the
effective date of termination of this Agreement, such
restriction shall apply only to such customers existing on the
effective date of termination of this Agreement, or within
sixty (60) days prior thereto, or (b) a prospective or
potential customer of the Company, except that with respect to
the one-year or two-year period, as applicable, following the
effective date of termination of this Agreement, such
restriction shall apply only to prospective or potential
customers (1) to whom the Company has submitted a formal
quotation within the sixty (60) days prior to the effective
date of termination of this Agreement, or (2) that have been
previously listed or identified by the Company as a business
prospect at any time during the six (6) months preceding the
effective date of termination.
(b) The parties agree that if the Executive commits or
threatens to commit a breach of the covenants of this Section 8, the
Company shall have the right to seek and obtain all appropriate
injunctive and other equitable remedies therefor, in addition to any
other rights and remedies that may be available at law, it being
acknowledged and agreed that any such breach would cause irreparable
injury to the parties and that money damages would not provide an
adequate remedy therefor.
10. Protection of Confidential Information and Trade Secrets of the
Company.
(a) Confidentiality. During the term of this Agreement and for
a period of five (5) years after any termination or expiration thereof,
the Executive agrees that he will not use for himself or others or
divulge or convey to others any secret or confidential information,
knowledge or data of the Company obtained by the Executive during his
employment with the Company. Such information, knowledge or data
includes but is not limited to secret or confidential matters: (i) of a
technical nature such as, but not limited to, methods, know-how,
formulae, compositions, processes, discoveries, machines, inventions,
intellectual property, computer programs and similar items or research
projects; (ii) of a business nature such as, but not limited to,
information about the cost, purchasing, profits, markets, sales or
customers; and (iii) pertaining to future developments such as, but not
limited to, research and development, future marketing or merchandising
plans and future expansion plans. The term "secret or confidential
information, knowledge or data" shall not be deemed to include
information that is published, information that is generally known
throughout the industry, or which generally is available to the
industry without restriction through no fault of the Executive.
(b) Injunctive Relief. The Executive agrees that the Company's
remedies at law for any breach or threat of breach by him of the
provisions of paragraph (a) of this Section 10 will be inadequate, and
that the Company shall be entitled to an injunction or injunctions to
prevent breaches of the provisions of paragraph (a) of this Section 10
and to enforce specifically the terms and provisions thereof, in
addition to any other remedy to which the Company may be entitled at
law or equity.
(c) Return of Documents and Other Property. Upon the
termination of the Executive's employment with the Company, or at any
time upon the request of the Company, the Executive shall deliver to
the Company (i) all documents and materials containing secret or
confidential information, knowledge or data relating to the Company's
business and affairs, and (ii) all documents, materials and other
property belonging to the Company, which in either case are in the
possession or under the control of the Executive.
11. Certain Defined Terms. For purposes of this Agreement, the
following definitions shall apply:
(a) "Affiliate" shall mean with respect to any Person, (i) any
Person which directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common
control with, such Person or (ii) any Person who is a director or
executive officer (A) of such Person, (B) of any Subsidiary of such
Person, or (C) of any Person described in the foregoing clause (i). For
purposes of this definition, "control" of a Person shall mean the
power, direct or indirect, (i) to vote or direct the voting of more
than 20% of the outstanding voting securities of such Person, or (ii)
to direct or cause the direction of the management and policies of such
Person, whether by contract or otherwise.
(b) "Cause" shall mean any of the following:
(i) The Executive's conviction of or plea of no
contest to any crime involving moral turpitude, the theft or
willful destruction of money or other property of the Company
or his conviction of or plea of no contest to any felony
crime;
(ii) The Executive's inability to perform his
responsibilities due to his abuse or misuse of alcohol or
prescribed drugs or any use of illegal drugs;
(iii) The Executive's commission of theft,
embezzlement or fraud against the Company;
(iv) The Executive has willfully damaged the
Company's property, business reputation, or good will; or
(v) The Executive's incompetence, deliberate neglect
of duty, or material breach of this Agreement that is not
cured within thirty (30) days after Executive is notified of
such incompetence, neglect or breach.
The term "Cause" shall not mean the Executive's bad judgment or negligence, any
act or omission believed by the Executive to have been in or not opposed to the
best interests of the Company, any act or omission lacking the intent of the
Executive to gain a profit to which he is not legally entitled, or any other
matter not specifically described in clauses (i) through (v) above.
(c) "Change in Control" shall mean any one or more of the
following:
(i) the acquisition or holding by any person, entity
or "group" (within the meaning of Section 13(d)(3) or 14(d)(2)
of the Securities Exchange Act of 1934 (the "1934 Act"), other
than by the Company or any employee benefit plan of the
Company, or beneficial ownership (within the meaning of
Securities and Exchange Commission ("SEC") Rule 13d-3 under
the 0000 Xxx) of 25% or more of the Company's then outstanding
common stock; provided, however, that no Change of Control
shall occur solely by reason of any such acquisition by a
corporation with respect to which, after such acquisition more
than 60% of the then-outstanding common shares of such
corporation are then beneficially owned, directly or
indirectly, by the persons who were the beneficial owners of
the Company's common stock immediately before such acquisition
in substantially the same proportions as their respective
ownership, immediately before such acquisition, of the
Company's then-outstanding common stock; or
(ii) individuals who, as of the date of this
Agreement constitute the Company's Board of Directors (the
"Incumbent Board") cease for any reason to constitute at least
a majority of the Company's Board of Directors; provided that
any individual who becomes a director after the date of this
Agreement whose election or nomination for election by the
stockholders of the Company was approved by at least a
majority of the Incumbent Board (other than an election or
nomination of an individual whose initial assumption of office
is in connection with an actual or threatened election contest
(as such terms are used in SEC Rule 14a-11 under the 0000 Xxx)
relating to the election of the directors of the Company)
shall be deemed to be a member of the Incumbent Board; or
(iii) approval by the stockholders of the Company of
(A) a merger, reorganization or consolidation ("Transaction")
with respect to which persons who were the respective
beneficial owners of the Company's common stock immediately
before the Transaction do not, immediately thereafter,
beneficially own, directly or indirectly, more than 60% of the
then-outstanding common shares of the corporation resulting
from the Transaction, (B) a liquidation or dissolution of the
Company or (C) the sale or other disposition of all or
substantially all of the assets of the Company.
Notwithstanding the foregoing, a Change of Control shall not be deemed to have
occurred if Executive is, by agreement or understanding (written or otherwise),
a participant on his own behalf in a transaction which causes the Change of
Control to occur.
(d) "Compensation" shall mean, with respect to any Person, all
payments and accruals, if any, commonly considered to be compensation,
including, without limitation, all wages, salary, deferred payment
arrangements, bonus payments and accruals, profit sharing arrangements,
payments in respect of equity options or phantom equity options or
similar arrangements, equity appreciation rights or similar rights,
incentive payments, pension or employment benefit contributions or
similar payments, made to or accrued for the account of such Person or
otherwise for the direct or indirect benefit of such Person, plus auto
benefits provided to such Person, if any.
(e) "Disability" shall mean the inability, by reason of
illness or other incapacity, of the Executive substantially to perform
the duties of his then regular employment with the Company, which
inability continues for at least ninety (90) consecutive days, or for
shorter periods aggregating one hundred twenty (120) days during any
consecutive twelve-month period.
(f) "Good Reason" shall mean:
(i) any material breach or default by the Company
(and failure to cure within any applicable grace or cure
period) of any material obligation of this Agreement;
(ii) any material change in the duties to be
performed or titles to be held by the Executive pursuant
hereto either (A) within the twelve (12) month period
immediately after a Change in Control, or (B) without the
Executive's prior written consent, which consent may be
withheld for any reason or for no reason;
(iii) any change in the metropolitan area where the
Executive is required to perform the duties set forth herein
which occurs either (A) within the twelve (12) month period
immediately after a Change in Control, or (B) without the
Executive's consent; which consent may be withheld for any
reason or for no reason; or
(iv) any material reduction in the Executive's
salary, benefits, bonuses or other Compensation pursuant to
this Agreement, unless similar reductions are also made to the
salary, benefits, bonuses or other compensation, as
applicable, payable to other executive officers of the Company
and such reductions are made for justifiable business reasons.
(g) "Person" shall mean an individual or a corporation,
association, partnership, joint venture, organization, business,
individual, trust, or any other entity or organization, including a
government or any subdivision or agency thereof.
(h) "Subsidiary" shall mean as to any Person a corporation,
partnership or other entity of which 25% or more of the outstanding
shares of voting stock or other equity ownership are at the time owned,
directly or indirectly through one or more intermediaries, or both, by
such Person and shall include any such entity which becomes a
Subsidiary of such Person after the date hereof. Consolidated
Subsidiary shall mean any Subsidiary of which 51% or more of the
outstanding shares or voting stock or other equity ownership are at the
time owned, directly or indirectly through one or more intermediaries,
or both, by such Person and shall include any such entity which becomes
a Subsidiary of such Person after the date hereof.
12. Payments. Except as specifically provided herein, all amounts
payable pursuant to this Agreement shall be paid without reduction regardless of
any amounts of salary, compensation or other amounts which may be paid or
payable to the Executive from any source or which the Executive could have
obtained upon seeking other employment; provided that the Company shall be
permitted to make all payments pursuant to this Agreement net of any legally
required tax withholdings. The Executive shall not be required to seek other
employment, and there shall be no offset to amounts due hereunder as a result of
any salary, compensation or other amounts the Executive may be paid from other
sources.
13. Expenses. In the event of any litigation between the parties
relating to this Agreement and their rights hereunder, the prevailing party
shall be entitled to recover all litigation costs and reasonable attorneys' fees
and expenses from the non-prevailing party.
14. Entire Agreement. This Agreement comprises the entire agreement
between the parties hereto and as of the date of this contract, supersedes,
cancels and annuls any and all prior agreements between the parties hereto with
respect to the Executive's employment by the Company.
15. Severability. If all or any part of this Agreement is declared by
any court or governmental authority to be unlawful or invalid, such unlawfulness
or invalidity shall not serve to invalidate any portion of this Agreement not
declared to be unlawful or invalid. Any portion so declared to be unlawful or
invalid shall, if possible, be construed in a manner that will give effect to
the terms of such portion to the fullest extent possible while remaining lawful
and valid.
16. Successors and Assigns. This Agreement shall be binding upon, and
inure to the benefit of the parties hereto and their respective heirs,
successors, assigns and personal representatives. The Company may assign this
Agreement to any successor or assignee to its business without the written
consent of the Executive. The Executive may not assign, pledge, or encumber his
interest in this Agreement, or any part thereof, without the written consent of
the Company; provided, however, that Executive may, without the Company's prior
consent, assign his rights to payment hereunder.
17. Notices. Any notice required or permitted pursuant to the
provisions of this Agreement shall be deemed to have been properly given if in
writing and when received by certified or registered United States mail, postage
prepaid, by overnight courier, telecopy or when personally delivered, addressed
as follows:
If to the Company:
LaserSight Incorporated
0000 Xxxxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attn: Chairman of the Board
Fax No.: (000) 000-0000
If to the Executive:
Xxxxxxx X. Xxxxxx
0000 Xxxxx Xxxx Xxxxxxxxx
#000
Xxxxxxx, Xxxxxxx 00000
Fax No.: (000) 000-0000
Each party shall be entitled to specify a different address for the receipt of
subsequent notices by giving written notice thereof to the other party in
accordance with this Section. Telecopy notices must be followed up with the
original by certified mail, postmarked within one (1) business day of the date
of the telecopy.
18. Amendments and Waivers. Any provision of this Agreement may be
amended or waived only with the prior written consent of the Company and the
Executive. No failure or delay on the part of either party to this Agreement in
the exercise of any power or right, and no course of dealing between the parties
hereto, shall operate as a waiver of such power or right, nor shall any single
or partial exercise of any power or right preclude any further or other exercise
thereof or the exercise of any other power or right. The remedies provided for
herein are cumulative and not exclusive of any remedies which may be available
to either party at law or in equity. Any waiver of any provision of this
Agreement, and any consent to any departure by either party from the terms of
any provision hereof, shall be effective only in the specific instance and for
the specific purpose for which given. Nothing contained in this Agreement and no
action or waiver by any party hereto shall be construed to permit any violation
of any other provision of this Agreement or any other document or operate as a
waiver by such party of any of his or its rights under any other provision of
this Agreement or any other document.
19. Controlling Law. This Agreement shall be construed in accordance
with the laws of the State of Florida, except for its choice of law provisions.
The parties do hereby irrevocably submit themselves to the personal jurisdiction
of the United States Federal Court for the Middle District of Florida and do
hereby irrevocably agree to service of such Court's process on them.
20. Headings. Section headings herein are for convenience only and
shall not affect the meaning or interpretation of the contents hereof.
21. Counterparts. This Agreement may be executed in counterparts, each
of which is deemed to be an original and all of which taken together constitute
one and the same agreement.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
on its behalf by a duly authorized officer and the Executive has executed this
Agreement, all as of the first day and year written above.
LASERSIGHT INCORPORATED
By: /s/Xxxxxxx X. X'Xxxxxxx, Xx.
--------------------------------------
Xxxxxxx X. X'Xxxxxxx, Xx., M.D.
Chairman of the Board
"EXECUTIVE"
/s/Xxxxxxx X. Xxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxx
