EXHIBIT 10.45
SUPPLEMENTARY AGREEMENT #2 TO THE MANAGING DIRECTOR'S CONTRACT
OF EMPLOYMENT DATED JANUARY 1, 0000 XXXXXXX XXXXXXXX AND
XXXXXXXX XXXXXXXXXX
ADDENDUM
TO THE MANAGING DIRECTOR'S CONTRACT OF 22 JUNE 1993
(seal of Xxxx Xxxxxxx, notary in Pinneberg)
signature
Notary
The contract of employment shall be amended as from 1 January 1998:
Article 1
Paragraph 1
shall be amended as follows:
Xx. Xxxxxxxxxx is no longer exempted from the restrictions set out in section
181 of the German Civil Code (BGB).
Paragraph 2
shall be amended as follows:
- He shall comply with the restrictions set out therein. He shall
follow the resolutions and instructions of the meeting of
shareholders.
- Xx. Xxxxxxxxxx must obtain the prior approval of the meeting of
shareholders for all measures and transactions which go beyond
the Company's usual trading operations. This shall particularly
include:
1. The purchase of real estate and all dispositions concerning such
real estate, rights lo real estate, rights in respect of a real
estate right and the obligation to exercise such real estate
rights.
2. Structural building measures including conversions and repairs.
(structural building measures crossed out and replaced by
"important measures"? - translator's note)
3. The granting of all types of securities, the approval of loans
outside or inside the usual business transactions and the
assumption of third-party liabilities, the granting of loans and
guarantees to the Company's employees.
4. The taking out of new loans which go beyond the credit limit of
the existing loan of DM 1 ,500000.- and the termination of
loans.
5. The granting of new powers of procuration (prokura) and
commercial authority (Handlungsvollmachten - narrower than
"prokura" (translator's note) and the revocation of such.
6. The setting up, sale and closure of offices and plants.
7. The purchase of other enterprises, the purchase, change or
termination of dormant equity holdings including the purchase of
shares in the Company; furthermore voting in associated
companies.
8. Taking on and ending continuous obligations if the obligations
under the contract may exceed 150,000.- in total.
9. The conclusion and amendment of pool agreements, integrated
inter-company relations and co-operations
10. The closure or any major restriction in the lines of business in
which the Company engages and the inclusion of new lines of
business which have nothing to do with the field of
ophthalmology
11. Promising gifts and hand gifts which go beyond what is usual
12. Agreements with any kind of relatives and with companies in
which the managing director or his relatives are shareholders.
13. The recruitment of employees who are to have a annual gross
salary in excess of DM 120,000.-.
14. Any (major) change in the employees' remuneration and all other
major amendments to contracts of employment. ("major" inserted
in handwriting - translator's note)
15. Taking legal action other than such action as is necessary to
collect outstanding debts. (an illegible word inserted in
handwriting before legal action - translator's note)
16. The conclusion, amendment and ending of contracts which grant
the right to share in the Company's earnings in any kind of form
17. The restrictions set out in Article 6 of the Company's
shareholders' agreement shall apply in addition.
- Xx. Xxxxxxxxxx shall at all times protect the Company's
economic, financial and organizational interests. In all
decisions he must act immediately, exercising the care of a
proper businessman as laid down by the law, the resolutions of
the shareholders, the rules of procedure, in as far as they
exists, and the provisions of this agreement.
- Xx. Xxxxxxxxxx may not grant other shareholders or himself or
persons or companies close to him any advantages of any kind
under contract or through unilateral acts. In the event of any
breach of this rule the Company must be compensated for the
advantage which has been granted.
- Xx Xxxxxxxxxx must devote his entire energies and all his
expertise and experience solely to the Company. He must be
available for service if and in as far as this is in the
interests of the Company. Any acceptance of a non-gratuitous or
a gratuitous side-line occupation and of any positions on
supervisory boards, advisory boards or similar positions shall
require the prior written approval of the meeting of
shareholders. (Crossed out: This does not apply to the
Consulting Agreement with the shareholders of the STAAR SURGICAL
Group.)
Paragraph 4
To be deleted in full.
Article 2
Paragraph 1
shall be amended as follows:
The contract shall be prolonged until the end of 31 December 2007. During this
time neither party may terminate the contract unless there are important grounds
for doing so. Such important grounds include:
- Any breach of this contract and the shareholders' agreement
- Any irreconcilable difference in business policy
- Any criminal acts to the detriment of the Company
Article 3
Paragraph 1a-d shall be documented as follow in accordance with the existing
agreements:
a. As previously, the annual salary shall amount to DM 450,000.-.
It shall be paid in the following installments, each of which
shall be due at the end of the month:
b. To be deleted in full.
c. The management bonus shall amount to 5% of the net annual
profit.
d. Expenses shall be reimbursed on the production of a voucher
according to the tax laws.
The following clause is to be added:
Xx. Xxxxxxxxxx agrees that the meeting of shareholders may adjust his pay as
appropriate if the Company's economic circumstances should deteriorate. This
shall be irrebutably assumed if the Company's earnings position declines
(crossed out: by half or more than the earnings achieved in 1996 (replaced by:
to DM 1 .0 million or less).
Paragraph 2
The following clause is to be added:
In as far as the vehicle is permanently or temporarily equipped with a car
telephone Xx. Xxxxxxxxxx shall not be permitted to conduct private
conversations. He must strictly observe this prohibition.
Furthermore the contract shall be supplemented as follows:
I. For the duration of this contract of employment Xx. Xxxxxxxxxx
may not become a shareholder in enterprises that compete with
the Company or with which the Company has business relations,
neither directly nor indirectly.
II. For the duration of two year after the end of this contract of
employment Xx. Xxxxxxxxxx undertakes not to work in any way for
a company that operates in the same area as the company and in
this area not to conduct any transactions on his own account or
on the account of a third party and not to acquire any indirect
or direct share in a company that operates in the same area as
the Company.
III. Xx. Xxxxxxxxxx undertakes to maintain strict confidentiality
vis-a-vis third parties concerning all matters confided to him
or otherwise revealed to him, particularly concerning the
participating interests in the Company and concerning such
business matters which are regarded as business secrets. This
particularly means lists of customers, contracts, business
policy and supply sources. The provisions of the Data Protection
Act must be observed. The above obligations shall also continue
after Xx. Xxxxxxxxxx has left the Company.
IV. On leaving the Company or on being discharged of his obligation
to serve the Company Xx. Xxxxxxxxxx must immediately surrender
all documents, correspondence, records and similar which concern
the Company's interests and which are in his possession. It is
expressly agreed that he shall have no right of retention in
respect of such documents. It is also expressly prohibited to
make photocopies/duplicates of statements of costs, statistic
and similar or to pass them on to third parties.
V. All inventions, trade marks, patents, copyrights and other
working results that qualify for protection shall be the
property of the Company, even if they should be created by pure
chance. Xx. Xxxxxxxxxx therefore guarantees that all rights
shall be granted free of charge in this respect. This also
applies to such rights in the above meaning which Xx. Xxxxxxxxxx
obtains, publishes and/or invents, in part or in full, two years
after the expiry of the contract of employment.
(signature) (signature)
