EXHIBIT 10.6
January 24, 2003
Xx. Xxx Xxxxxx
000 Xxxxxxx Xxxxxx
Xxxxxxx, Xxx Xxxxxx
Dear Xxx:
The purpose of this letter (the "Letter Agreement") is to acknowledge
and set forth the terms and conditions of your employment as President and Chief
Executive Officer of Vision Sciences, Inc., a Delaware corporation (the
"Company").
DUTIES AND RESPONSIBILITIES. While you are employed by the Company, you will
serve as the President and Chief Executive Officer of the Company and will
report directly to the Chairman of the Board of Directors of the Company. You
will have such duties and responsibilities that are commensurate with your
position and such other duties and responsibilities as are from time to time
assigned to you by the Chairman of the Board of Directors of the Company. While
you are employed by the Company, you will devote your full business time, energy
and skill to the performance of your duties and responsibilities hereunder. You
will not engage in any activities that will conflict with the best interests of
the Company. You are required to perform your duties at the Company's
headquarters, located in Natick, Massachusetts and Orangeburg, New York.
COMPENSATION. While you are employed by the Company, the Company will pay you a
base salary at the rate of $190,000 per year, in accordance with the usual
payroll practices of the Company. Your base salary will be reviewed annually by
the Compensation Committee of the Board of Directors of the Company.
STOCK OPTIONS.
OPTION GRANT. The Company shall recommend to the Board of Directors of the
Company that the Board of Directors of the Company (or a duly authorized
committee thereof) grant to you an option (the "Option") to purchase 400,000
shares of the Company's common stock, par value $0.01 (the "Common Stock") under
the Company's 2000 Stock Incentive Plan (the "Plan") at an exercise price equal
to the fair market value (as defined in the Plan) of the Common Stock on the
date of grant. The Option shall, to the maximum extent permitted by applicable
law, be designated as an incentive stock option within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended, and to the extent not
allowable, the Option shall be a non-qualified stock option.
VESTING. The Option shall vest and become exercisable in four equal cumulative
installments of 25%, with the first such installment vesting on the date of
grant and the remaining installments vesting on each of the first three
anniversaries of the date of grant, provided that you are continuously employed
by the Company on each such vesting date.
FORM OF OPTION. The Option shall be granted pursuant to and, to the extent not
contrary to the terms of this Letter Agreement, shall be subject to all of the
terms and conditions imposed under the Company's standard stock option agreement
and the Plan.
DISCRETIONARY GRANTS. In addition to the Option, in the sole discretion of the
Board of Directors of the Company (or a duly authorized committee thereof), you
shall be eligible for additional grants of stock options.
BENEFITS AND FRINGES.
GENERAL. While you are employed by the Company, you will be entitled to such
benefits and fringes, if any, as are generally provided from time to time by the
Company to its executives, subject to the satisfaction of any eligibility
requirements.
VACATION. You will also be entitled to annual paid vacation in accordance with
the Company's vacation policies in effect from time to time, which may be taken
at such times as you elect with due regard to the needs of the Company.
REIMBURSEMENT OF BUSINESS EXPENSES. Upon presentation of appropriate
documentation, you will be reimbursed in accordance with the Company's expense
reimbursement policy for all reasonable and necessary business expenses incurred
in connection with the performance of your duties and responsibilities
hereunder.
AUTOMOBILE ALLOWANCE. While you are employed by the Company, you will be
entitled to a monthly automobile cash allowance of $750, payable in the first
pay period of each month.
TERMINATION OF EMPLOYMENT. At all times, your employment with the Company is
"at-will" which means that employment with the Company may be terminated at any
time by either you or the Company with or without "cause" upon 90 days written
notice to the other party; provided, however, in the event you give notice of
termination to the Company, the Company may, in its sole discretion, make such
termination effective earlier than any notice date. Upon any termination of your
employment, you agree to immediately resign as an officer of the Company. Upon
termination of your employment for any reason other than for "cause" ("Cause"
shall be defined as (i) your defalcation or misappropriation of funds or
property of the Company, or the commission of any other illegal act in the
course of your employment with the Company which, in the reasonable judgement of
the Board of Directors has a material adverse effect on the Company or, (ii)
your conviction as a result of a felony), the Company will have no obligations
under this Letter Agreement other than to pay you: (a) any unpaid base salary
through the date of termination and any accrued vacation; (b) any earned and
declared but unpaid bonus for the most recently completed fiscal year; (c)
reimbursement for any unreimbursed expenses incurred through the date of
termination; and (d) benefits in accordance with the terms of the applicable
plans and programs of the Company.
RESTRICTIVE COVENANTS.
NON-COMPETITION. So long as you are employed by the Company under this Letter
Agreement and for the one year period following your termination of employment
for any reason (the "Restricted Period"), you will not, directly or indirectly,
without the prior written consent of the Company, enter into Competition with
the Company or any of its affiliates (the "Employer"). "Competition" means
participating, directly or indirectly, as an individual proprietor, partner,
stockholder, officer, employee, director, joint venturer, investor, lender,
consultant or in any capacity whatsoever in a business in the field of business
that the Employer is engaged in as of the date of your termination of employment
with the Company or is actively planning to engage in as of the date of your
termination of employment with the Company.
CONFIDENTIALITY. While you are employed by the Company and thereafter, you will
hold in a fiduciary capacity for the benefit of the Employer all secret or
confidential information, knowledge or data relating to the Employer, and their
respective businesses, which will have been obtained by you during your
employment by the Company and which will not be or become public knowledge
(other than by acts by you or your representatives in violation of this Letter
Agreement). You will not, except as may be required to perform your duties
hereunder or as may otherwise be required by law or legal process, without
limitation in time or until such information will have become public or known in
the Employer's industry (other than by acts by you or your representatives in
violation of this Letter Agreement), communicate or divulge to others or use,
whether directly or indirectly, any such information, knowledge or data
regarding the Employer, and their respective businesses.
NON-SOLICITATION OF CUSTOMERS. During the Restricted Period, you will not,
directly or indirectly, influence or attempt to influence customers or suppliers
of the Employer to divert their business to any competitor of the Employer.
NON-SOLICITATION OF EMPLOYEES. You recognize that you possess and will possess
confidential information about other employees of the Employer relating to their
education, experience, skills, abilities, compensation and benefits, and
inter-personal relationships with customers of the Employer. You recognize that
the information you possess and will possess about these other employees is not
generally known, is of substantial value to the Employer in developing its
business and in securing and retaining customers, and has been and will be
acquired by you because of your business position with the Employer. You agree
that, during the Restricted Period, you will not, directly or indirectly,
solicit or recruit any employee of the Employer for the purpose of being
employed by you or by any competitor of the Employer on whose behalf you are
acting as an agent, representative or employee and that you will not convey any
such confidential information or trade secrets about other employees of the
Employer to any other person.
NON-DISPARAGEMENT. You shall not, or induce others to, Disparage the Employer or
any of their past and present officers, directors, employees or products.
"Disparage" shall mean making comments or statements to the press, the
Employer's employees or any individual or entity with whom the Employer has a
business relationship which would adversely affect in any manner: (i) the
conduct of the business of the Employer (including, without limitation, any
products or business plans or prospects); or (ii) the business reputation of the
Employer, or any of their products, or their past or present officers, directors
or employees.
INJUNCTIVE RELIEF. It is further expressly agreed that the Employer will or
would suffer irreparable injury if you were to compete with the Employer in
violation of this Letter Agreement and that the Employer would by reason of such
Competition be entitled to injunctive relief in a court of appropriate
jurisdiction and you further consent and stipulate to the entry of such
injunctive relief in such court prohibiting you from competing with the Employer
in violation of this Letter Agreement.
SURVIVAL OF PROVISIONS. The obligations contained in this paragraph 6 will
survive the termination of your employment with the Company and will be fully
enforceable thereafter. If it is determined by a court of competent jurisdiction
in any state that any restriction in this paragraph 6 is excessive in duration
or scope or extends for too long a period of time or over too great a range of
activities or in too broad a geographic area or is unreasonable or unenforceable
under the laws of that state, it is the intention of the parties that such
restriction may be modified or amended by the court to render it enforceable to
the maximum extent permitted by the law of that state or jurisdiction.
REPRESENTATIONS. You represent and warrant that your execution and performance
of this Letter Agreement will not be in violation of any other agreement to
which you are a party. Notwithstanding anything else herein, this Letter
Agreement is personal to you and neither the Letter Agreement nor any rights
hereunder may be assigned by you. The Company may assign the Letter Agreement to
an affiliate or to any acquiror of all or substantially all of the assets of the
Company. This Letter Agreement will inure to the benefit of and be binding upon
the personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees, legatees and permitted assignees of the parties.
ARBITRATION. You agree that all disputes and controversies arising under or in
connection with this Letter Agreement, other than seeking injunctive or other
equitable relief under paragraph 6(f), will be settled by arbitration conducted
before one (1) arbitrator mutually agreed to by the Company and you, sitting in
New York, New York or such other location agreed to by you and the Company, in
accordance with the National Rules for the Resolution of Employment Disputes of
the American Arbitration Association then in effect; provided, however, that if
the Company and you are unable to agree on a single arbitrator within 30 days of
the demand by another party for arbitration, an arbitrator will be designated by
the New York City Office of the American Arbitration Association. The
determination of the arbitrator will be final and binding on you and the
Employer. Judgment may be entered on the award of the arbitrator in any court
having proper jurisdiction. Each party will bear their own expenses of such
arbitration.
WITHHOLDING; TAXES. The Company may withhold from any and all amounts payable to
you such federal, state and local taxes as may be required to be withheld
pursuant to any applicable laws or regulations.
GOVERNING LAW. This Letter Agreement will be governed by, and construed under
and in accordance with, the internal laws of the State of New York, without
reference to rules relating to conflicts of laws.
ENTIRE AGREEMENT. This Letter Agreement and the agreements referenced herein
contain the entire agreement of the parties relating to the subject matter
hereof, and supercede in their entirety any and all prior agreements,
understandings or representations relating to the subject matter hereof. No
amendments, alterations or modifications of this Letter Agreement will be valid
unless made in writing and signed by the parties hereto.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
We hope that you find the foregoing terms and conditions acceptable.
You may indicate your agreement with the terms and conditions set forth in this
Letter Agreement by signing the enclosed duplicate original of this Letter
Agreement and returning it to Katsumi Oneda.
We look forward to your employment with the Company
Very truly yours,
VISION SCIENCES, INC.
By: /s/ Katsumi Oneda
---------------------------------
Name: Katsumi Oneda
Title: Chairman
ACCEPTED AND AGREED:
/s/ Xxx Xxxxxx
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Xxx Xxxxxx
