BUYER STOCKHOLDER AGREEMENTStockholder Agreement • March 18th, 2013 • Palomar Medical Technologies Inc • Electromedical & electrotherapeutic apparatus • Delaware
This Stockholder Agreement (this “Agreement”), dated as of March 17, 2013, is entered into by and between Palomar Medical Technologies, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder (“Stockholder”) of Cynosure, Inc., a Delaware corporation (the “Buyer”).
Paul S. Weiner Wellesley, MA 02482 Dear Mr. Weiner: Reference is made to your employment agreement with Palomar Medical Technologies, Inc. (the “Company”) dated July 1, 2001, as amended by amendments dated May 19, 2010 and May 15, 2012 (together, the...Employment Agreement • March 18th, 2013 • Palomar Medical Technologies Inc • Electromedical & electrotherapeutic apparatus
This will confirm that your termination of employment will be treated as a termination of employment by the Company within one year of a Change in Control for purposes of Section 10(c) of your Employment Agreement. For tax purposes, those portions of your Employment Agreement that provide you with the right to receive nonqualified deferred compensation for purposes of Section 409A of the Code and pay out any nonqualified deferred compensation will be terminated as described below. The termination of such portions of the Employment Agreement are intended to comply with Treasury Regulation Section 1.409A-3(j)(4)(ix)(B) which permits termination of deferred compensation arrangements but only if, among other things, all payments are made within one year of the change in control. Accordingly, the Company agrees with you as follows, subject to and conditioned on consummation of the Merger and your subsequent termination of employment:
