EXHIBIT 10.33
MODIFICATION TO EMPLOYMENT AGREEMENT
This Modification to Employment Agreement ("Modification") is dated
for identification purposes only as of the 6th day of May 1996 and is made by
and between STAAR Surgical Company, a Delaware corporation, located at 1911
Walker Avenue, Monrovia, California 91016 (the "Company") and Carl M. Manisco,
whose address is 12611 Hillside Drive, Moorpark, California 93021 (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 12(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.
2. MODIFICATION OF ADDITIONAL COMPENSATION. Paragraph 6(b) shall be
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deleted in its entirety and the following shall appear in its place:
As additional compensation through December 31, 1996, Executive shall
receive one-fourth of one percent of all net domestic sales of Company's
products, which shall be defined as gross domestic sales less returns,
shipping, handling, sales taxes, chargebacks and allowances. After
December 31, 1996, Company shall have the right to review the additional
compensation prior to each subsequent year of the term of the Employment
Agreement and, at the election of Company, Company shall determine if it
will continue to pay the additional compensation or if it will modify the
computation of the additional compensation.
3. GRANT OF ADDITIONAL STOCK OPTIONS. There shall be added to
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Paragraph 6(d) of the Employment Agreement a second paragraph which shall state
the following:
Executive shall be included in the 1996 STAAR Surgical Company Non-
Qualified Stock Plan (the "Plan") adopted by Company. Pursuant to the
terms of the Plan, Executive shall be entitled to purchase fifty thousand
(50,000) shares of Company's common stock, which options shall vest over a
period of five (5) years (ten thousand (10,000) shares each on May 6, 1998,
May 6, 1999, May 6, 2000, May 6, 2001 and May 6, 2002, respectively), and
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.
4. SEVERANCE PAY UPON CHANGE OF CONTROL. Paragraph 6(e) of the
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Employment Agreement shall be modified to state:
Upon the sale or disposition by 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. MODIFICATION TO TERMINATION PROVISION. The first sentence of
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paragraph 10(b) shall be modified to state: "Executive may, in his sole but
reasonable judgment, terminate this Agreement if Executive determines that
Company has . . . ."
6. 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
this 6th day of May, 1996.
"COMPANY"
STAAR Surgical Company
By: /s/ John R. Wolf
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"EXECUTIVE"
/s/ Carl M. Manisco
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Carl M. Manisco