EXHIBIT 10.29
MODIFICATION TO EMPLOYMENT AGREEMENT
This Modification to Employment Agreement ("Modification") is dated
for identification purposes only as of the 6th day of May 1996 by and between
STAAR Surgical Company, a Delaware corporation, located at 0000 Xxxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxxxx 00000 (the "Company") and Xxxxxxxx Xxxxxxxx, whose address
is 00000 Xxxx Xxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxx 00000 (the "Executive") based on
the following:
RECITALS
A. On January 1, 1994 the Executive agreed to render services to the
Company through December 31, 1996 on the terms and subject to the conditions set
forth in that certain "Employment Agreement" signed by the Executive and by the
Company.
B. Pursuant to paragraph 13(c)(i) of the Employment Agreement, the
Company and the Executive wish to modify its terms and conditions.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises contained in this Modification, the Company and the Executive agree as
follows:
AGREEMENT
1. MODIFICATION OF EMPLOYMENT TERM. Paragraph 2 of the Employment
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Agreement shall be modified to state:
Company hereby employs Executive pursuant to the terms of this
Agreement and Executive hereby accepts employment with the Company pursuant
to the terms of this Agreement for the period beginning on January 1, 1994
and ending on December 31, 2001. Beginning on January 1, 2001, but not
later than June 30, 2001, either party may give notice to the other that
the party desires to renew this Agreement. Thereafter, the terms and
conditions of this Agreement shall apply until the parties reach an
agreement modifying them. If an agreement is not reduced to writing and
executed by the parties by December 31, 2001, then this Agreement shall
continue on a month to month basis until terminated by written notice given
by either party at least thirty (30) days prior to the end of any monthly
period.
2. GRANT OF ADDITIONAL STOCK OPTIONS. There shall be added to
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Paragraph 7 of the Employment Agreement a subparagraph (f) which shall state the
following:
Non-Qualified Stock Options. Executive shall be included in the 0000 XXXXX
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Surgical Company Non-Qualified Stock Plan (the "Plan") adopted by Company.
Pursuant to the terms of the Plan, Executive shall be entitled to purchase
seventy thousand (70,000) shares of Company's common stock (which options
shall vest over a period of five (5) years, fourteen thousand (14,000)
shares each on May 6, 1998, May 6, 1999, May 6, 2000, May 6, 2001 and May
6, 2002, respectively), all of which option rights shall expire on May 6,
2006. The purchase price per share shall be $12.50. Stock issued pursuant
to the Plan shall be restricted stock, although Company shall reserve the
right to issue registered shares if it so decides. Executive agrees to be
bound by the terms of the Plan as adopted. These options shall be non-
qualified stock options.
3. DELETION OF PROVISION RELATING TO LOAN FORGIVENESS. Paragraph
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7(e)(iii) of the Employment Agreement which is entitled "Forgiveness of the
Loans" shall be deleted in its entirety.
4. ADDITION OF PROVISION FOR CHANGE OF CONTROL. There shall be
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added to paragraph 7 the following subparagraph (g):
Severance Pay Upon Change of Control. Upon the sale or disposition by
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Company of substantially all of its business or assets or the sale of the
capital stock of Company in connection with the sale or transfer of a
controlling interest in Company to a third party or the merger or
consolidation of Company with another corporation as part of a sale or
transfer of a controlling interest in Company to a third party, Executive
shall receive, as additional compensation and not in lieu of his rights
under this Agreement, two (2) years' salary. "A controlling interest"
shall be defined as 50% or more of the common stock of the Company. "Two
(2) years' salary" shall be defined as only the cash compensation paid to
Executive pursuant to subparagraph (a) above, as it may be modified from
time to time, and shall not include employee benefits, incentive stock
options, automobile allowance or debt forgiveness, if any. Executive shall
be entitled to receive this additional compensation if Executive's
employment is terminated as a result of the change of control described
herein or, if Executive, at Executive's election, terminates his employment
as a result of such change of control.
5. ALL OTHER TERMS AND CONDITIONS TO REMAIN THE SAME. The Company
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and the Executive agree that all other terms and conditions of the Employment
Agreement shall remain the same.
IN WITNESS WHEREOF, the parties have executed this Modification on the
6th day of May, 1996.
"COMPANY"
STAAR Surgical Company
By: /s/ Xxxx X. Xxxx
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"EXECUTIVE"
/s/ Xxxxxxxx Xxxxxxxx
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Xxxxxxxx Xxxxxxxx
