Exhibit 10.2
EMPLOYMENT AGREEMENT
This employment agreement ("Agreement") is entered into this 2nd day of March 2000, between LCA-Vision Inc., with a principal place of business at 7840 Montgomery Road, Cincinnati, Ohio 45236 or any of its subsidiaries and Alan H. Buckey, an individual who resides at 8533 Twilight Terr. Lan. Cinti, OH 45249, ("Employee").
WHEREAS,LCA-Vision is a healthcare company which provides to customer initial evaluations, start-up implementation and continuing management assistance to further the use of lasers and technology in hospitals and evaluates, develops, markets implements and manages Laser and other Refractive Eye Surgical Centers in selective hospitals, freestanding sites or company-owned facilities; and, whereasEmployee desires to obtain or to continue employment withLCA-Vision; and, whereasLCA-Vision andEmployee wish explicitly to set forth the terms and conditions of theirAgreement and the duties and responsibilities of the parties to each other, both during and after the term of thisAgreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, representations and undertakings herein contained, including an amount of severance pay given solely atLCA-Vision's discretion to employees-at-will terminated for any reason upon seven days' notice, the receipt and sufficiency of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:
1.
EMPLOYMENT: Alan Buckey will render full-time services toLCA-Vision in the position of VP Finance/CFO for an indefinite period. Employee will perform, to the best of her/his ability, any and all duties and responsibilities that may be assigned to her/him byLCA-Vision from time to time in the performance of that position.
2.
TERM: ThisAgreement will become effective on the date it is executed and delivered by bothLCA-Vision andEmployee, and will continue in effect until it is terminated. EitherLCA-Vision orEmployee may terminate theirAgreement at any time without cause, and for any reason or for no reason, upon seven days written notice to the other party. LCA-Vision may terminateEmployee for cause immediately, without giving seven days' written notice.
3.
COMPENSATION:
a.
During the period that thisAgreement remains in effect,Employee will receive in consideration for her/his services a salary of $149,600 per year. This salary figure is subject to change, either to being raised or lowered, byLCA-Vision at its sole discretion, with or without notice.
b.
A 401K plan, medical and dental insurance and one life insurance policy (with a face amount equal to the amount of salary given above or $50,000.00, whichever is the lesser) will be provided toEmployee subject to the terms of the master policies held byLCA-Vision.
c.
Employee will be entitled to twenty one (21) working days vacation during each calendar year. It is agreed that said vacation is accrued in accordance with seniority and must be taken in compliance with theLCA-Vision written Vacation Policy and must be taken within each calendar year or be forfeited. Vacation periods cannot be carried over from one calendar year to another. A Days Off Request Form must be approved in advance byLCA-Vision. (Refer to offer letter for other compensation).
4.
CONFIDENTIALITY:
a.
Employee acknowledges that any information disclosed to, discerned by or discovered by her/him in consequence of her/his employment regardingLCA-Vision's processes, formulas, data, programs, designs, inventions, techniques, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets, projections, licenses, prices, costs and customer and supplier lists is "Proprietary Information." All such proprietary information that is not generally available to the public is the property ofLCA-Vision and must be kept absolutely confidential byEmployee. In recognition of the need for confidentiality,Employee agrees to sign and to abide by the terms of a "Confidentiality, Inventions and Noncompetition Agreement" (CINAAgreement) as a condition of her/his hiring and /or continuation of employment. TheCINA Agreement is attached hereto, and its terms are hereby incorporated by reference into thisAgreement.
b.
Employee acknowledges that neither party shall disclosure the terms and conditions of thisAgreement to any person, corporation or other entity other than the parties to thisAgreement.
5.
REMEDY: Employee acknowledges that any breach byEmployee of any of the provisions contained in this contract will cause irreparable injury and damage. Thus,Employee agrees thatLCA-Vision shall be entitled to immediate injunctive relief and all other legal and/or equitable relief with respect to any such breach, together with the costs and expenses of reasonable attorneys' fees incurred byLCA-Vision if it prevails in enforcing the express terms of thisAgreement.
6.
ARBITRATION: Should any dispute or claim arise regarding thisAgreement and/or the terms hereof, thenLCA-Vision andEmployee agree to submit such dispute or claim to final and binding arbitration within thirty (30) days notice by one party to the other requesting such arbitration. The parties will mutually select the arbitrator from those persons in the Cincinnati, Ohio Standard Metropolitan Statistical Area ("SMSA") who are members in good standing of the American Arbitration Association; provided that if the parties are unable mutually to select the arbitrator, the arbitrator shall be appointed by the American Arbitration Association. The fees and expenses of the American Arbitration Association and the Arbitrator shall be borne equally by both parties. This section shall not restrictLCA's unequi vocal right to the legal and/or equitable relief set forth in Section 5 of thisAgreement and Section 10 of theCINA Agreement.
7.
MISCELLANEOUS:
a.
This contract and the "Confidentiality, Inventions and Noncompetition Agreement" together constitute the entire agreement between the parties and contain all of the agreements between them with respect toEmployee's terms and conditions of employment. They supersede any and all other discussions, understandings, promises, negotiations, agreement or contracts, either oral or written, express or implied, past, present or future between the parties with respect toEmployee's terms and conditions of employment. No alteration of the terms of eitherAgreement except otherwise provided in their express terms can be made by either party unless such alternation is made in writing and signed by both parties to thisAgreement.
b.
ThisAgreement shall be governed in all respects, whether as to validity, construction, capacity, performance or otherwise by the laws of the State of Ohio.
c.
If any part or parts of thisAgreement shall for any reason be deemed invalid or unenforceable, all remaining parts shall continue to be binding and in full force and effect.
d.
No failure nor delay by either party in exercising any rights under thisAgreement, other than the thirty-day deadline set forth in Section 6Arbitration, shall operate as a waiver of such rights, and no waiver of any breach shall constitute a wavier of any prior, concurrent, or subsequent breach.
e.
The section headings in this Agreement are included solely for convenience and shall not affect, nor be used in connection with, the interpretation of thisAgreement.
f.
This Agreement and theCINA Agreement are executed in duplicate, and each of these documents shall be deemed an original. Together these documents constitute one and the same agreement, with one original of thisAgreement and one original of theCINAAgreement being delivered to each party.
THIS IS A CONTRACT FOR AT-WILL EMPLOYMENT. THEEMPLOYEE ACKNOWLEDGES THAT SHE/HE HAS READ THIS EMPLOYMENTAGREEMENT IN ITS ENTIRETY, AND THAT SHE/HE UNDERSTANDS ITS TERMS AND ENTERS INTO IT FREELY AND VOLUNTARILY.
IN WITNESS WHEREOF, the parties have hereunto signed and executed thisAgreement on the day and year referenced below.
EMPLOYEE
BY: /s/Sandra F.W. Joffe
TITLE: Secretary
/s/ Alan H. Buckey
DATE: 3/2/00
R.C.I.I. is a wholly owned subsidiary of LCA-Vision Inc.