EXHIBIT 10.61
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into
effective as of October 30, 2000 (the "Effective Date"), by and between
LASERSIGHT TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and
XXXXXXXXX X. XXXXXX, an individual residing in the State of Florida
("Executive").
RECITALS
A. Executive desires to be employed by the Company with
a title to be conferred immediately upon assuming the duties of the position for
which Executive is employed.
B. The Company desires to employ Executive upon the
terms and conditions herein set forth.
NOW, THEREFORE, the parties hereto agree as follows:
1. Employment of Executive. Subject to the terms and conditions
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of this Agreement, the Company hereby employs Executive, and Executive hereby
accepts such employment and agrees to perform the services specified herein.
2. Duties. Executive shall hold the title of and serve as Senior
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Vice President of Sales and Marketing of the Company and have authority and
responsibility in accordance with policies and practices of the Company.
Executive shall report to and be subject to the direction of the Company's
President and Chief Executive Officer or such person's designee. During the term
of employment hereunder, Executive shall:
(a) Perform, to the best of Executive's ability, those
duties reasonably assigned to Executive from time to time;
(b) Devote Executive's full time and first priority
business efforts to the Company's business, provided that nothing
herein shall prohibit Executive from spending reasonable amounts of
time for personal affairs, including, without limitation, managing her
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
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Executive's obligation under this Agreement, Executive will receive a base
salary (the "Base Salary") which will be calculated at an annual rate of
$165,000. 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. On an
annual basis, the Company shall review Executive's Base Salary and determine if
any increase thereto shall be awarded.
4. Additional Compensation.
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(a) The Company shall pay Executive a signing bonus of
$10,000 (the "Signing Bonus"). The payment of the Signing Bonus shall
be made with the payment of the Base Salary for the pay period
immediately following the date after which both parties have executed
this Agreement and shall be subject to the Company's standard
withholdings for applicable taxes and benefit contributions.
(b) For 2001 and annually thereafter Executive shall
receive a cash bonus (the "Performance Bonus") in an aggregate amount
of at least 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 are established by the
Company after consultation with Executive. If Executive or the Company,
as appropriate, meet only a portion of the Performance Objectives,
then, unless otherwise agreed to by the parties, Executive shall
receive that portion of the Performance Bonus that is reasonably
determined by the Company to reflect fairly and appropriately the
partial satisfaction of the Performance Objectives The Performance
Objectives for 2001 will be established within 90 days after the
Effective Date and the Performance Objectives for future years will be
established at the same time such objectives are established for other
senior executives. The Company may award all or the relevant portion of
the Performance Bonus on an annual basis within 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.
5. Stock Options.
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(a) Executive will be granted options (the "Stock
Options") to purchase 100,000 shares of common stock of LaserSight
Incorporated ("LaserSight") on the last to occur of the following dates
(such date to be referred to as the "Approval Date"): (i) the date on
which LaserSight's Board of Directors approves the grant of the Stock
Options, and (ii) the Effective Date. The Stock Options shall be
granted pursuant to and shall be governed by the terms of LaserSight's
1996 Equity Incentive Plan, as amended and restated (the "Equity
Incentive Plan") and the award agreement attached hereto as Exhibit A.
The Stock Options shall be granted at an option price per share equal
to the Fair Market Value per share (as defined in the Equity Incentive
Plan) on the Approval Date.
(b) If this Agreement is terminated by Executive for
Good Reason (as defined herein) or by the Company without Cause (as
defined herein), then the Stock Options granted by this Section that
have not previously vested will immediately and automatically become
vested and Executive shall have sixty (60) days after the date of such
termination to exercise any Stock Options that had not previously been
exercised. If the Stock Options are not exercised on or before the
sixtieth (60th) day following the date of termination, then such Stock
Options shall terminate and be of no further force and effect.
6. Fringe Benefits. During the term of employment hereunder,
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Executive shall be entitled to those fringe benefits and perquisites set forth
on Exhibit B hereto.
7. Expenses. The Company shall reimburse Executive for
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reasonable costs and expenses, including, but not limited to, expenses for
travel, lodging and meals, incurred in connection with the performance of
Executive's duties hereunder. In order for Executive to be eligible for
reimbursement Executive shall comply with the Company's relevant policies,
procedures and guidelines established and implemented from time to time by the
Company.
8. Terms of Employment; Severance.
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(a) The term of this Agreement shall begin on the date
hereof and shall continue for the three year period immediately
thereafter, unless sooner terminated as provided in this Section 8 (the
"Initial Term"). Unless either party shall give notice of intent not to
renew this Agreement to the other party at least 60 days prior to the
end of the Initial Term or any Renewal Term (as defined herein), the
term of this Agreement shall, on each such anniversary date, be
automatically extended for successor terms of one year (each a "Renewal
Term").
(b) Notwithstanding the foregoing, Executive's
employment hereunder may be terminated by the Company at any time for
Cause. Company will provide written notice to Executive as to the
nature of the for Cause termination and the effective date of such
termination if not cured (if curable), which shall be no sooner than
five (5) days after the date such notice is delivered to Executive.
(c) Notwithstanding the foregoing, Executive's
employment hereunder shall terminate in the event of Executive's death
or Disability (as defined in Section 11).
(d) Notwithstanding the foregoing, Executive's
employment hereunder may be terminated by the Company at any time
without Cause. Such termination shall be effective upon the Company
providing written notice to Executive as to the effective date of
termination.
(e) Notwithstanding the foregoing, Executive's
employment hereunder may be terminated by 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.
(f) 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 Executive's employment
hereunder for any reason whatsoever, the Company shall pay to
Executive all salary and benefits earned through the effective
date of termination, including, without limitation, any earned
Performance Bonus that is prorated to reflect a partial
calendar year, if applicable.
(ii) If Executive's employment hereunder is
terminated by the Company without Cause or by Executive for
Good Reason, then, as Executive's sole remedy for such
termination, for the 12 month period immediately following the
effective date of such termination the Base Salary shall be
paid to Executive and the Company shall continue to provide
health insurance coverage for Executive and Executive's family
on a basis consistent with other then employed similarly
situated senior executives. If Executive's employment is
terminated by the Company without Cause or by Executive for
Good Reason, then all Base Salary and Performance Bonus, as
applicable, owed to Executive shall be paid over the relevant
period of time in accordance with the Company's normal payroll
practices. Notwithstanding the foregoing, in order to be
eligible for the payments contemplated by this Section
8(f)(ii), Executive shall deliver a complete release of all
claims in favor of the Company and in a form satisfactory to
the Company.
Except as specifically provided herein, all amounts payable
pursuant to this Section 8(f) shall be paid without reduction
regardless of any amounts of salary, compensation or other amounts
which may be paid or payable to Executive from any source; provided
that the Company shall be permitted to make all payments pursuant to
this Agreement net of any legally required tax withholdings. 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 Executive may be paid from other sources.
9. Restriction Against Competition.
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(a) In consideration of the Compensation to be received
hereunder, Executive agrees that while Executive is employed by the
Company pursuant to this Agreement, and during the two year period
following the effective date of termination of this Agreement, for any
reason, 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 within the United
States and such other countries that the Company is then
conducting its business; provided, however, that the foregoing
shall not prohibit Executive's ownership of up to 1% of the
outstanding shares of capital stock of any corporation whose
securities are publicly traded on a national or regional stock
exchange or on the over-the-counter market;
(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 two-year period following the termination
of this Agreement; and
(iv) purposefully interfere with the business
relationship of or solicit the business or orders of Persons
(a) who are Company customers on the effective date of
termination of this Agreement, or one year prior thereto, or
(b) a prospective or potential customer of the Company, except
that with respect to the two-year period 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 one year 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 months preceding the
effective date of termination.
(b) Notwithstanding the foregoing, if the Company
terminates this Agreement without Cause or Executive terminates this
Agreement for Good Reason, then the restrictions contained in Section
9(a) will only be in effect for the 12 month period immediately
following such termination unless within 90 days following such
termination the Company notifies Executive that the Company will
continue to pay Executive the Base Salary and provide Executive with
health insurance coverage for Executive and Executive's family for an
additional 12 month period. If the Company makes such payments and
provides such insurance then the restrictions contained in Section 9(a)
will be in effect for the two year period immediately following such
termination. If at any time during such 12 or 24 month period, as
applicable, the Company fails to pay the required Base Salary or
provide the required health insurance coverage then the restrictions
contained in Section 9(a) shall no longer apply.
(c) The parties agree that if Executive commits or
threatens to commit a breach of the covenants of this Section 9, 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 may not provide an
adequate remedy therefor.
10. Protection of Confidential Information and Trade Secrets of
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the Company.
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(a) Confidentiality. During the term of this Agreement
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and for a period of five years after any termination or expiration
thereof, Executive agrees that Executive will not divulge or convey to
others any secret or confidential information, knowledge or data of the
Company obtained by Executive during her 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 Executive.
(b) Injunctive Relief. Executive agrees that the
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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
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termination of Executive's employment with the Company, or at any time
upon the request of the Company, 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 Executive.
(d) Intellectual Property Rights. Executive
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acknowledges and agrees that in consideration for her employment with
Company and in exchange for the consideration to be paid to Executive
in connection with such employment, all creative works Executive
produces in connection with her employment by Company which relate to
Company's actual or demonstrably anticipated research or development,
including, without limitation, any invention, formula, pattern,
compilation, computer program (and related documentation and source
code), device, method, technique, drawing, process or other
intellectual property or property right (collectively, "Intellectual
Property"), shall be considered to have been prepared for Company as a
part of and pursuant to Executive's employment with Company. Executive
shall disclose to Company the existence of such Intellectual Property
when Executive becomes aware of its existence, and Executive agrees
that any such Intellectual Property shall be owned by Company
regardless of whether it would otherwise be considered a work made for
hire. Executive agrees to execute any documents which Company deems
necessary to protect Company's interest, including assignments, and
further agrees to give evidence and testimony and take any other
reasonable actions as may be necessary, to secure and enforce Company's
rights.
Notwithstanding anything set forth in this Section 10(d) to
the contrary, the parties acknowledge and agree that any Intellectual
Property that Executive (i) has developed or was in the process of
developing prior to the Effective Date or which Executive develops
during the Term, and (ii) has not used any of Company's resources
(whether materials, equipment, supplies, or other employees,
contractors or consultants of Company) in connection with such
development, shall be owned by Executive (the "Executive Intellectual
Property"); provided, however, Executive shall promptly notify (the
"Development Notice") Company of the existence of such Executive
Intellectual Property. The Development Notice shall completely describe
Executive Intellectual Property and the applications for such Executive
Intellectual Property. If within 30 days after Company's receipt of the
Development Notice Company notifies Executive that Company would like
to purchase or license the item of Executive Intellectual Property
which is the subject of the Development Notice, then Company and
Executive shall negotiate in good faith for the purchase or license of
such item of Executive Intellectual Property. Executive agrees that
Executive will not directly or indirectly disclose the existence of
Executive Intellectual Property to any third party unless Company
either notifies Executive in writing that Company does not elect to
purchase or license Executive Intellectual Property or Company fails to
notify Executive of its intent with regard to the purchase or license
of Executive Intellectual Property within 30 days after the date of
Company's receipt of the Development Notice.
11. Certain Defined Terms. For purposes of this Agreement, the
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following definitions shall apply:
(a) "Affiliate" shall mean with respect to any Person,
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(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:
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(i) 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 her conviction of or plea of no contest to any felony
crime;
(ii) Executive's inability to perform her
responsibilities due to her abuse or misuse of alcohol or prescribed
drugs or any use of illegal drugs;
(iii) Executive's commission of theft, embezzlement
or fraud against the Company;
(iv) Executive has willfully and materially
damaged the Company's property, business reputation, or good will;
(v) Executive's incompetence, deliberate
neglect of duty or material breach of this Agreement that is
not cured within 30 days after Executive is notified of such
incompetence, neglect or breach; or
(vi) Executive's continued insubordination or
other material misconduct that is reasonably determined by the
Company and is not cured within 30 days after Executive is
notified of such insubordination or material misconduct,
provided that if Executive receives notice of insubordination
or material misconduct and cures such insubordination or
misconduct then Executive will not be able to cure future acts
of insubordination or material misconduct and the Company can
immediately terminate this Agreement upon the occurrence of
such future acts of insubordination or material misconduct.
(c) "Change in Control" shall mean any one or more of the
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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 LaserSight or any employee benefit plan
of LaserSight, or beneficial ownership (within the meaning of
Securities and Exchange Commission ("SEC") Rule 13d-3 under
the 0000 Xxx) of 25% or more of LaserSight's then outstanding
common stock; provided, however, that no Change in 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
LaserSight's common stock immediately before such acquisition
in substantially the same proportions as their respective
ownership, immediately before such acquisition, of
LaserSight's then-outstanding common stock; or
(ii) individuals who, as of the date of this
Agreement constitute LaserSight's Board of Directors (the
"Incumbent Board") cease for any reason to constitute at least
a majority of LaserSight'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 LaserSight 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 LaserSight
of (A) a merger, reorganization or consolidation
("Transaction") with respect to which persons who were the
respective beneficial owners of LaserSight'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 LaserSight or (C) the sale or other
disposition of all or substantially all of the assets of
LaserSight.
Notwithstanding the foregoing, a Change in Control shall not be deemed
to have occurred if Executive is, by agreement or understanding
(written or otherwise), a participant on her own behalf in a
transaction that causes the Change of Control to occur.
(d) "Compensation" shall mean, with respect to any
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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
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illness or other incapacity, of Executive substantially to perform the
duties of her then regular employment with the Company, which inability
is reasonably determined by the Company and continues for at least 90
consecutive days, or for shorter periods aggregating 120 days during
any consecutive twelve-month period.
(f) "Good Reason" shall mean:
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(i) any material breach or default by the
Company of any material obligation under this Agreement that
is not cured within thirty (30) days after the Company is
notified of such breach;
(ii) any material change in the duties to be
performed or titles to be held by Executive or a change in
Executive's direct reporting relationship to the Company's
Chief Executive Officer pursuant hereto either (A) within the
twelve (12) month period immediately after a Change in
Control, or (B) without 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
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
Executive's consent; which consent may be withheld for any
reason or for no reason; or
(iv) any material reduction in Executive's salary,
benefits, bonuses or other Compensation pursuant to this
Agreement.
(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
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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 Executive from any source or which 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.
13. Expenses. In the event of any litigation between the parties
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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
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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 Executive's employment by the Company.
15. Severability. If all or any part of this Agreement is
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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
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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 Executive. Executive may not assign, pledge, or encumber her interest
in this Agreement, or any part thereof, without the written consent of the
Company.
17. Notices. Any notice required or permitted pursuant to the
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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 Technologies, Inc.
0000 Xxxxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxx Xxxx, Xxxxxxx 00000
Attn: President
Fax No.: 000-000-0000
If to Executive:
Xxxxxxxxx X. Xxxxxx
0000 Xxxxxxx Xxxxx
Xxxxxx, Xxxxxxx 00000
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 business day of the date of
the telecopy.
18. Amendments and Waivers. Any provision of this Agreement may be
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amended or waived only with the prior written consent of the Company and
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 her or its rights under any other provision of
this Agreement or any other document.
19. Controlling Law. This Agreement shall be construed in
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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
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and shall not affect the meaning or interpretation of the contents hereof.
21. Counterparts. This Agreement may be executed in counterparts,
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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 Executive has executed
this Agreement, all as of the first day and year written above.
LASERSIGHT TECHNOLOGIES, INC.
By: /s/Xxxxxxx X. Xxxxxx
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Title: Chief Executive Officer
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EXECUTIVE
/s/Xxxxxxxxx X. Xxxxxx
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Xxxxxxxxx X. Xxxxxx
EXHIBIT B
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Fringe Benefits
See Attached
The following is a brief summary of benefits offered to Executive by the
Company. Reference should be made to the benefits package supplied by the
Company for a full explanation of each benefit. Each benefit described herein is
subject to the terms, qualifications, limitations and conditions of the
Company's benefit programs, as amended from time to time, and benefits may be
changed, modified, terminated, increased or decreased from time to time. In
order for Executive to be eligible for certain Company benefits Executive may be
required to make the contributions required by such benefit plans.
1. Health insurance for Executive and family.
2. Disability insurance for Executive.
3. Life insurance for Executive.
4. Ability to participate in the Company's 401(k) Plan.
5. $500 per month car allowance.
