IGIA, Inc. MANAGEMENT RETENTION AGREEMENT
Exhibit
10.3
This
Management Retention Agreement (the “Agreement”) is made and entered into
effective as of December 20, 2006 (the “Effective Date”), by and between Avi
Sivan (the “Executive”) and IGIA, Inc. (the “Company”).
RECITALS
WHEREAS,
Executive previously entered into a Employment Agreement with Tactica
International, Inc., a wholly-owned subsidiary of the Company (the “Employment
Agreement”);
WHEREAS,
Executive agrees to enter into this Agreement; and
NOW,
THEREFORE, in consideration of the mutual covenants and promises set forth
herein and for other good and valuable consideration, the receipt of and
sufficiency of which are hereby acknowledged, Company and the Executive agree
as
follows:
1.
Stock
Grant.
Executive will be issued the requisite number of shares of Company common stock
having an aggregate market value of $20,000 as of the close of each calendar
quarter end (the “Retention Shares”), provided that the Executive has continued
service to the Company for the quarter then ended, unless service is interrupted
by disability or retirement. The Retention Shares will be issued and registered
through Company filings under Form
S-8.
2. Annual
Incentive.
Nothing
herein shall prevent the Executive from earning any other incentive payments
such Executive would otherwise be eligible for under any other agreement or
plan.
3.
Successors.
(a)
Company’s
Successors.
Any
successor to the Company (whether direct or indirect and whether by purchase,
lease, merger, consolidation, liquidation or otherwise) to all or substantially
all of the Company’s business and/or assets shall assume the Company’s
obligations under this Agreement and agree expressly to perform the Company’s
obligations under this Agreement in the same manner and to the same extent
as
the Company would be required to perform such obligations in the absence of
a
succession. For all purposes under this Agreement, the term “Company” shall
include any successor to the Company’s business and/or assets which executes and
delivers the assumption agreement described in this subsection or which become
bound by the terms of this Agreement by operation of law.
(b)
Executive’s
Successors.
Without
the written consent of the Company, Executive shall not assign or transfer
this
Agreement or any right or obligation under this Agreement to any other person
or
entity. Notwithstanding the foregoing, the terms of this Agreement and all
rights of Executive hereunder shall inure to the benefit of, and be enforceable
by, Executive’s personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.
4.
Notices.
(a)
General.
Notices
and all other communications contemplated by this Agreement shall be in writing
and shall be deemed to have been duly given when personally delivered or when
mailed by U.S. registered or certified mail, return receipt requested and
postage prepaid. In the case of Executive, mailed notices shall be addressed
to
him at the home address that he most recently communicated to the Company in
writing. In the case of the Company, mailed notices shall be addressed to its
corporate headquarters, and all notices shall be directed to the attention
of
its secretary.
(b)
Notice
of Termination.
Any
termination by the Company for cause or by Executive as a result of a voluntary
resignation, involuntary termination or retirement shall be communicated by
a
notice of termination to the other party hereto given in accordance with this
Section. Such notice shall indicate the specific termination provision in this
Agreement relied upon, shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination under the provision
so
indicated, and shall specify the termination date (which shall be not more
than
30 days after the giving of such notice). The failure by Executive to include
in
the notice any fact or circumstance which contributes to a showing of
involuntary termination shall not waive any right of Executive hereunder or
preclude Executive from asserting such fact or circumstance in enforcing his
rights hereunder.
5.
Miscellaneous
Provisions.
(a)
No
Duty to Mitigate.
Executive shall not be required to mitigate the amount of any payment
contemplated by this Agreement, nor shall any such payment be reduced by
earnings that Executive may receive from any other source.
(b)
Waiver.
No
provision of this Agreement may be modified, waived or discharged unless the
modification, waiver or discharge is agreed to in writing and signed by
Executive and by an authorized officer of the Company (other than Executive).
No
waiver by either party of any breach of, or of compliance with, any condition
or
provision of this Agreement by the other party shall be considered a waiver
of
any other condition or provision or of the same condition or provision at
another time.
(c)
Integration. This Agreement, the Employment Agreement and any outstanding stock
option agreements, restricted stock purchase agreements and loan agreements
represent the entire agreement and understanding between the parties as to
the
subject matter herein and supersede all prior or contemporaneous agreements,
whether written or oral, with respect to this Agreement.
(d)
Choice of Law. The validity, interpretation, construction and performance of
this Agreement shall be governed by the internal substantive laws, but not
the
conflicts of law rules, of the State of New York
(e)
Severability.
The
invalidity or unenforceability of any provision or provisions of this Agreement
shall not affect the validity or enforceability of any other provision hereof,
which shall remain in full force and effect.
(f)
Employment
Taxes.
All
payments made pursuant to this Agreement shall be subject to withholding of
applicable income and employment taxes.
(g)
Counterparts.
This
Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together will constitute one and the same
instrument.
IN
WITNESS WHEREOF, each of the parties has executed this Agreement, in the case
of
the Company by its duly authorized officer, as of the day and year first above
written.
COMPANY:
IGIA, Inc.
/S/
Xxxx
Xxxxxxxxxxx
Name:
Xxxx Xxxxxxxxxxx
Title: Chief
Executive Officer
EXECUTIVE:
/S/
Avi
Sivan
Name: Avi
Sivan
Title: President
