Exhibit 10.23
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of the 9th day of November, 2004 between
OCCULOGIX, INC. a corporation incorporated under the laws of the State of
Delaware (the "Corporation"), and David Eldridge who resides at 6603 East 112th
Street in the City of Bixby in the State of Oklahoma, (hereinafter referred as
the "Employee" or "Executive").
WHEREAS, The Corporation and the Employee wish to enter into this
Agreement to set forth the rights and obligations of each of them with respect
to the Employee's employment with the Corporation;
NOW, THEREFORE, in consideration of the mutual covenants and undertakings
contained in this Agreement and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Corporation and
the Employee agree as follows:
1. DEFINITIONS
1.1. In this Agreement,
1.1.1. "AFFILIATE" has the meaning attributed to such term in the
Delaware General Corporation Law as the same may be amended from time to
time, and any successor legislation thereto;
1.1.2. "AGREEMENT" means this agreement and all schedules attached to
this agreement, in each case as they may be amended or supplemented from
time to time, and the expressions "hereof," "herein," "hereto,"
"hereunder," "hereby" and similar expressions refer to this agreement and
unless otherwise indicated, references to sections are to sections in this
agreement;
1.1.3. "SALARY" has the meaning attributed to such term in section 5.1;
1.1.4. "BENEFITS" has the meaning attributed to such term in section
5.4;
1.1.5. "BUSINESS DAY" means any day, other than Saturday, Sunday or any
holiday on which the employees of the Corporation are not required to
report for work;
1.1.6. "CHANGE OF CONTROL" for the purposes of this Agreement shall be
deemed to have occurred when:
1.1.6.1. any Person, other than a Person or a combination of
Persons presently owning, directly or indirectly, more than 20%
of existing voting securities of the Corporation; acquires or
becomes the beneficial owner of, or a combination of Persons
acting jointly and in concert acquires or becomes the beneficial
owner of, directly or indirectly, more than 50% of the voting
securities of the Corporation, whether through the acquisition of
previously issued and outstanding voting securities, or of voting
securities that have not been previously issued, or any
combination thereof, or any other transaction having a similar
effect;
1.1.6.2. the Corporation amalgamates with one or more
corporations other than a Subsidiary or OccuLogix, L.P.;
1.1.6.3. the Corporation sells, leases or otherwise disposes
of all or substantially all of its assets, whether pursuant to
one or more transactions;
1.1.6.4. any Person not part of existing management of the
Corporation or any Person not controlled by the Corporation or by
any Affiliate enters into any arrangement to provide management
services to the Corporation which results in either (i) the
termination by the Corporation of the employment of any two of
the Chief Executive Officer, President and Chief Operating
Officer, Chief Financial Officer and General Counsel for any
reason other than Just Cause; or (ii) the termination by the
Corporation for any reason other than Just Cause of the
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employment of all such senior executive personnel for any reason
other than Just Cause within six months of the date that such
arrangement is entered into;
1.1.6.5. the Corporation enters into any transaction or
arrangement which would have the same or similar effect as the
transactions referred to in sections 1.1.6.1, 1.1.6.2, 1.1.6.3 or
1.1.6.4 above.
1.1.7. "CONFIDENTIAL INFORMATION" means all confidential or proprietary
information, intellectual property (including trade secrets) and
confidential facts relating to the business or affairs of the Corporation
or any of its Subsidiaries which the Corporation treats as confidential or
proprietary;
1.1.8. "DISABILITY" means the mental or physical state of the Employee
such that the Employee has been unable as a result of illness, disease,
mental or physical disability or similar cause to fulfil his obligations
under this Agreement either for any consecutive six-month period or any
six-month period (whether or not consecutive) in any consecutive 12-month
period;
1.1.9. "EMPLOYMENT PERIOD" has the meaning attributed to such term in
section 4;
1.1.10. "GOOD REASON" means:
1.1.10.1. without the consent of the Employee, any material change
or series of material changes in the responsibilities or status of
the Employee with the Corporation, such that immediately after such
change or series of changes the responsibilities and status of the
Employee are materially diminished in comparison to his
responsibilities and status immediately prior to such change or
series of changes, except in connection with the termination of the
Employee's employment by the Corporation for Just Cause or in
connection with the Employee's death,
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Disability or Retirement or a voluntary resignation by the Employee
other than a resignation for Good Reason;
1.1.10.2. a reduction of more than ten percent by the Corporation
in the Employee's Salary as in effect on the date hereof or as the
same may be increased from time to time;
1.1.10.3. the taking of any action by the Corporation which would
materially adversely affect the Employee's participation in, or
materially reduce the Employee's Benefits and other similar plans in
which the Employee is participating at the date hereof (or such
other plans as may be implemented after the date hereof that provide
the Employee with substantially similar benefits), or the taking of
any action by the Corporation which would deprive the Employee of
any material fringe benefit enjoyed by him at the date hereof;
1.1.10.4. without the Employee's consent, the requirement that the
Employee be based anywhere other than the Tulsa office, except for
required travel on the Corporation's business.
1.1.11. "JUST CAUSE" means:
1.1.11.1. the failure of the Employee to properly carry out his
duties after notice by the Corporation of the failure to do so and
an opportunity for the Employee to correct the same within a
reasonable time from the date of receipt of such notice; or
1.1.11.2. theft, fraud, dishonesty or misconduct by the Employee
involving the property, business or affairs of the Corporation or
its Subsidiaries or the carrying out of the Employee's duties;
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1.1.12. "PERSON" means any individual, partnership, limited partnership,
joint venture, syndicate, sole proprietorship, company or corporation with
or without share capital, unincorporated association, trust, trustee,
executor, administrator or other legal personal representative, regulatory
body or agency, government or governmental agency, authority or entity
however designated or constituted;
1.1.13. "RESTRICTED PERIOD" means one year if the employment of the
Employee is terminated pursuant to sections 8 and 10;
1.1.14. "RETIREMENT" means Retirement in accordance with the
Corporation's retirement policy;
1.1.15. "SUBSIDIARIES" has the meaning attributed to such term by the
Delaware General Corporation Law as the same may be amended from time to
time and any successor legislation thereto;
1.1.16. "YEAR OF EMPLOYMENT" means any 12-month period commencing on
August 2, 2004 or on any anniversary of such date, provided that for the
purposes of this Agreement, the "First Year of Employment" shall be deemed
to commence on August 2, 2004 and to end on December 31, 2004.
2. EMPLOYMENT OF THE EMPLOYEE
The Corporation shall employ the Employee, and the Employee shall serve
the Corporation, in the position of Vice-President, Science and Technology on
the conditions and for the remuneration hereinafter set out. In such position,
the Employee shall perform and fulfill such duties and responsibilities as the
Corporation may designate from time to time. The Employee shall report to the
President and Chief Operating Officer of the Corporation.
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3. PERFORMANCE OF DUTIES
During the Employment Period, the Employee shall faithfully, honestly and
diligently serve the Corporation and its Subsidiaries as contemplated above. The
Employee shall devote all of his working time and attention to his employment
hereunder and shall use his best efforts to promote the interests of the
Corporation.
4. EMPLOYMENT PERIOD
The Employee's employment under this Agreement shall, subject to section 8
and section 10, be for an indefinite term. Accordingly, the Corporation shall
employ the Employee and the Employee shall serve the Corporation as an employee
in accordance with this Agreement for the period beginning on the date hereof
and ending on the effective date the employment of the Employee under this
Agreement is terminated in accordance with section 8.2 or section 10 (the
"Employment Period").
5. REMUNERATION
5.1. SALARY. The Corporation shall pay the Employee a salary minus
applicable deductions and withholdings, in respect of each Year of Employment in
the Employment Period calculated at the rate of $195,000 per annum, payable in
equal installments according to the Corporation's regular payroll practices. The
Salary shall, in the sole and absolute discretion of the board of directors of
the Corporation, be subject to an increase on the basis of an annual review. The
Salary shall be prorated in respect of the First Year of Employment such that
the Employee shall be entitled to and the Corporation shall be required to pay
in respect of such year only the pro rata portion of the Salary that corresponds
to the number of days worked by the Employee in the First Year of Employment.
5.2. BONUS REMUNERATION. The Executive shall, in respect of each Year of
Employment during the Employment Period, receive such bonus remuneration, as
outlined in Schedule 5.2.
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5.3. STOCK OPTIONS. In addition to the stock options granted to Employee
prior to the date hereof, the Employee shall during the Employment Period,
receive such stock options, if any, as the board of directors of the
Corporation, in its sole and absolute discretion may, pursuant to the terms of
the Corporation's stock option plan, authorize.
5.4. BENEFITS. The Corporation shall provide to the Employee, in addition
to Salary, the benefits (the "Benefits"') described in the Corporation's
employee benefit booklet, such Benefits to be provided in accordance with and
subject to the terms and conditions of the applicable plan relating thereto in
effect from time to time and subject to change at any time in the sole
discretion of the Corporation.
5.5. PRO-RATA ENTITLEMENT IN THE EVENT OF TERMINATION. If the Employee's
employment is terminated pursuant to section 8 or section 10 or if the Employee
dies during the Employment Period, the Employee shall be entitled to receive in
respect of his entitlement to Salary, and the Corporation shall be required to
pay in respect thereof, only that portion of the Salary in respect of the Year
of Employment in which the effective date of the termination of employment or
the date of death occurs that the number of days elapsed from the commencement
of such Year of Employment to the effective date of termination or the date of
death is to 365.
6. EXPENSES
Subject to the terms of the Corporation's expense policy, the Corporation
shall pay, or reimburse the Employee for, all authorized and appropriate travel
and out-of-pocket expenses reasonably incurred or paid by the Employee in the
performance of his duties and responsibilities, upon presentation of expense
statements or receipts or such other supporting documentation as the Corporation
may reasonably require.
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7. VACATION
The Employee shall be entitled during each full Year of Employment during
the Employment Period to vacation with pay of four (4) weeks. Vacation shall be
taken by the Employee at such time as may be acceptable to the Corporation.
Except with the prior written consent of the President and Chief Operating
Officer (i) no more than two weeks of vacation shall be taken consecutively, and
(ii) the vacation entitlement earned in a Year of Employment is subject to any
carryover provisions as stated in the Corporation's vacation policy.
Notwithstanding the foregoing, in the event that the Employee's employment is
terminated pursuant to section 8 or section 10, the Employee shall not be
entitled to receive any payment in lieu of any vacation to which he was entitled
and which had not already been taken by him.
8. TERMINATION
8.1. NOTICE. The Employee's employment may, subject to section 10
hereof, be terminated at any time:
8.1.1. by the Corporation without prior notice and without obligation to
the Employee for reasons of Just Cause;
8.1.2. by the Corporation for any reason other than Just Cause,
including the occurrence of Disability;
8.1.3. or by the Employee on one month's notice to the Corporation. The
Employee's employment shall be automatically terminated, without further
obligation to the Employee, in the event of his death.
8.2. EFFECTIVE DATE. The effective date on which the Employee's
employment shall be terminated shall be:
8.2.1. in the case of termination under section 8.1.1, the day the
Employee is deemed, under section 17, to have received notice from the
Corporation of such termination;
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8.2.2. in the case of termination under section 8.1.2, on the date of
the event giving rise to the termination;
8.2.3. in the case of termination under section 8.1.3, on the date one
month after notice to the Corporation; and
8.2.4. in the event of the death of the Employee, on the date of his
death.
9. RIGHTS OF EMPLOYEE ON TERMINATION AND LUMP SUM-PAYMENT
Where the Employee's employment under this Agreement has been terminated
by the Corporation under section 8.1.2, the Employee shall be entitled, upon
providing to the Corporation appropriate releases acceptable by the Corporation,
to receive from the Corporation, in addition to accrued but unpaid Salary, if
any, a lump sum payment equal to twelve (12) months' of his Salary and 2.5
percent of his Salary in respect of his entitlement to Benefits, less any
amounts owing by the Employee to the Corporation for any reason or any
applicable withholdings or deductions.
Except as provided above in this section and subject to section 10, where
the Employee's employment has been terminated by the Employee or by the
Corporation for any reason, the Employee shall not be entitled to receive any
payment as severance pay, in lieu of notice, or as damages. Except as to any
entitlement as provided above and subject to section 10, the Employee hereby
waives any claims that the Employee may have against the Corporation for or in
respect of severance pay, or in account of loss of office or employment or
damages in lieu thereof.
10. CHANGE OF CONTROL
10.1. TERMINATION OF EMPLOYMENT BY THE CORPORATION FOR JUST CAUSE.
Following a Change of Control, the Corporation may terminate the Employee's
employment at any time without notice or further obligations to the Employee
under this Agreement for reasons of Just Cause. Following a Change of Control
the Employee shall not be deemed to have been terminated for Just
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Cause unless and until there has been delivered to the Employee a copy of a
resolution duly adopted by the affirmative vote of not less than three-quarters
of the entire membership of the board of directors of the Corporation (excluding
the Employee if the Employee is at the time a director of the Corporation) at a
meeting of the board called and held for the purpose (after reasonable notice to
the Employee), finding that in the good faith opinion of the Board, the
Employee's conduct constituted Just Cause and specifying the particulars
thereof. The date on which such resolution is given to the Employee shall be the
effective date of any termination pursuant to this section 10.1.
10.2. TERMINATION OF EMPLOYMENT WITHOUT JUST CAUSE OR FOR GOOD REASON.
If at any time within 24 months following a Change of Control, the Employee's
employment is terminated, (i) by the Corporation other than for Just Cause; or
(ii) by the Employee for Good Reason, the following provisions shall apply and
the provisions of section 8 and section 9 not apply:
10.2.1. the Employee shall be entitled to receive, and the Corporation
shall pay to the Employee immediately following termination, a lump sum
amount equal to twelve (12) months the Employee's Salary, less applicable
deductions and withholdings;
10.2.2. the Employee shall be entitled to receive, and the Corporation
shall pay to the Employee immediately following termination, a cash amount
equal to 2.5 percent of his annual Salary in lieu of continued benefit
coverage; and
10.2.3. if at the date of termination of the Employee's employment, the
Employee holds options for the purchase of shares under a share option
plan, all options so held shall, notwithstanding the terms of the
Corporation's share option plan, (i) immediately vest to the extent they
have not already vested at such date; and (ii) (A) continue to be held on
the same terms and conditions as if the Employee continued to be employed
by the Corporation or (B) if the Employee so elects in writing within 90
days after the date of termination, be purchased by the Corporation at a
cash purchase price equal to the amount by which the aggregate "fair
market value" of the shares subject to such options exceeds the aggregate
option price for such shares, provided that for this purpose, "fair
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market value" means the higher of (i) the weighted average of the closing
prices for the shares of the same class of the Corporation on the
principal securities exchange (in terms of volume of trading) on which
such shares are listed at the time of termination for each of the last 10
days prior to such time on which such shares traded on such securities
exchange, and (ii) if the Change of Control involved the purchase and sale
of such shares, the average value of the cash consideration paid to the
shareholders of the Corporation in connection with the transactions
resulting in the Change of Control.
For purposes of this Agreement, the Employee's employment shall be deemed to
have been terminated following a Change of Control by the Corporation without
Just Cause or by the Executive with Good Reason, if (i) the Employee's
employment is terminated by the Corporation without Just Cause prior to a Change
of Control and such termination was at the request or direction of a Person who
has entered into an agreement with the Corporation or any shareholder of the
Corporation, the consummation of which would constitute a Change of Control;
(ii) the Employee terminates his employment with Good Reason prior to a Change
of Control and the circumstance or event which constitutes Good Reason occurs at
the request or direction of a Person who has entered into an agreement with the
Corporation or any shareholder of the Corporation, the consummation of which
would constitute a Change of Control; or (iii) the Employee's employment is
terminated by the Corporation without Just Cause prior to a Change of Control
and the Employee reasonably demonstrates that such termination is otherwise in
connection with or in anticipation of a Change of Control which actually occurs.
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For greater certainty, this section 10.2 does not apply in the event of the
termination of the employment of the Employee as a result of death, Disability
or Retirement or by the Corporation for Just Cause or, by the Employee without
Good Reason.
10.3. LIMITATION ON PAYMENTS FOLLOWING A CHANGE IN CONTROL
Notwithstanding any other provision of this Agreement, if any payment to
or for the benefit of the Employee under this Agreement either alone or together
with other payments to or for the benefit of the Employee would constitute a
"parachute payment" (as defined in Section 280G of the Internal Revenue Code of
1986, as amended (the "Code")), the payments under this Agreement shall be
reduced to the largest amount that will eliminate both the imposition of the
excise tax imposed by Section 4999 of the Code and the disallowance of
deductions to the Company under Section 280G of the Code for any such payments.
The amount and method of any reduction in the payments under this Agreement
pursuant to this Section 10.3 shall be as reasonably determined by the
Compensation Committee of the Board of Directors of the Company.
11. NO OBLIGATION TO MITIGATE
The Employee shall not be required to mitigate the amount of any payment
or Benefits provided for in this Agreement by seeking other employment or
otherwise, nor (except as specifically provided herein), shall the amount of any
payment provided for in this Agreement be reduced by any compensation earned by
the Employee as a result of employment by another employer after termination or
otherwise.
12. NON-COMPETITION
The Employee shall not, either during the Employment Period or the
Restricted Period, within the United States of America or Canada, directly or
indirectly, in any manner whatsoever including, without limitation, either
individually, or in partnership, jointly or in conjunction with any other
Person, or as employee, principal, agent, director or shareholder:
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12.1. be engaged in any undertaking;
12.2. have any financial or other interest (including an interest by
way of royalty or other compensation arrangements) in or in respect of the
business of any Person which carries on a business; or
12.3. advise, lend money to, guarantee the debts or obligations of or
permit the use of the Employee's name or any parts thereof by any Person
which carries on a business;
which is the same as or substantially similar to or which competes with or would
compete with the business carried on during the Employment Period or at the end
thereof, as the case may be, by the Corporation or any of its Subsidiaries.
Notwithstanding the foregoing, nothing herein shall prevent the Employee
from owning not more than 5% of the issued shares of a corporation, the shares
of which are listed on a recognized stock exchange or traded in the over the
counter market in Canada or the United States, which carries on a business which
is the same as or substantially similar to or which competes with or would
compete with the business of the Corporation or any of its Subsidiaries.
13. NO SOLICITATION OF PATIENTS
The Employee shall not, either during the Employment Period or the
Restricted Period, directly or indirectly, contact or solicit any patients of
the Corporation or any of its Subsidiaries for the purpose of selling to those
patients any products or services which are the same as or substantially similar
to, or in any way competitive with, the products or services sold by the
Corporation or any of its Subsidiaries during the Employment Period or at the
end thereof, as the case may be. For purposes of this section, a designated
patient means a Person who was a patient of the Corporation or of any of its
Subsidiaries during some part of the Employment Period.
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14. NO SOLICITATION OF EMPLOYEES
The Employee shall not, either during the Employment Period or the
Restricted Period, directly or indirectly, employ or retain as an independent
contractor any employee of the Corporation or any of its Subsidiaries or induce
or solicit, or attempt to induce, any such person to leave his/her employment.
15. CONFIDENTIALITY
The Employee shall not, either during the Employment Period or at any time
thereafter, directly or indirectly, use or disclose to any Person any
Confidential Information; provided, however, that nothing in this section shall
preclude the Employee from disclosing or using Confidential Information if:
15.1. the Confidential Information is available to the public or in the
public domain at the time of such disclosure or use, without breach of
this Agreement; or
15.2. disclosure of the Confidential Information is required to be made
by any law, regulation, governmental body, or authority or by court order.
The Employee acknowledges and agrees that the obligations under this section are
to remain in effect in perpetuity and shall exist and continue in full force and
effect notwithstanding any breach or repudiation, or alleged breach or
repudiation, by the Corporation of this Agreement.
16. REMEDIES
The Employee acknowledges that a breach or threatened breach by the
Employee of the provisions of any of sections 12 to 15 inclusive will result in
the Corporation and its shareholders suffering irreparable harm which is not
capable of being calculated and which cannot be fully or adequately compensated
by the recovery of damages alone. Accordingly, the Employee agrees that the
Corporation shall be entitled to temporary and permanent injunctive relief,
specific performance
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and other equitable remedies, in addition to any other relief to which the
Corporation may become entitled.
17. NOTICES
Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be given by prepaid first-class mail, by
facsimile or other means of electronic communication or by hand-delivery as
hereinafter provided, except that any notice of termination by the Corporation
under section 8 or section 10 shall be hand-delivered or given by registered
mail. Any such notice or other communication, if mailed by prepaid first-class
mail, shall be deemed to have been received on the fourth Business Day after the
post-marked date thereof, or if mailed by registered mail, shall be deemed to
have been received on the day such mail is delivered by the post office, or if
sent by facsimile or other means of electronic communication, shall be deemed to
have been received on the Business Day following the sending, or if delivered by
hand shall be deemed to have been received at the time it is delivered to the
applicable address noted below either to the individual designated below or to
an individual at such address having apparent authority to accept deliveries on
behalf of the addressee. Notice of change of address shall also be governed by
this section. Notices and other communications shall be addressed as follows:
a) if to the Employee:
David Eldridge
6603 East 112th Street
Bixby, Oklahoma
74008
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b) if to the Corporation:
OccuLogix, Inc.
5280 Solar Drive, Ste. 100
Mississauga, Ontario
L4W 5M8
Attention: Chief Executive Officer
Telecopier number: (905) 625-8081
18. HEADINGS
The inclusion of headings in this Agreement is for convenience of
reference only and shall not affect the construction or interpretation hereof.
19. INVALIDITY OF PROVISIONS
Each of the provisions contained in this Agreement is distinct and
severable and a declaration of invalidity or unenforceability of any such
provision by a court of competent jurisdiction shall not affect the validity or
enforceability of any other provision hereof.
20. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties
pertaining to the subject matter of this Agreement. This Agreement supersedes
and replaces all prior agreements, if any, written or oral, with respect to the
Employee's employment by the Corporation and any rights which the Employee may
have by reason of any such prior agreement or by reason of the Employee's prior
employment, if any, by the Corporation. There are no warranties, representations
or agreements between the parties in connection with the subject matter of this
Agreement except as specifically set forth or referred to in this Agreement. No
reliance is placed on representation, opinion, advice or assertion of fact made
by the Corporation or its directors, officers and agents to the Employee, except
to the extent that the same has been reduced to writing and included as a term
of this Agreement.
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Accordingly, there shall be no liability, either in tort or in contract,
assessed in relation to any such representation, opinion, advice or assertion of
fact, except to the extent aforesaid.
21. WAIVER, AMENDMENT
Except as expressly provided in this Agreement, no amendment or waiver of
this Agreement shall be binding unless executed in writing by the party to be
bound thereby. No waiver of any provision of this Agreement shall constitute a
waiver of any other provision nor shall any waiver of any provision of this
Agreement constitute a continuing waiver unless otherwise expressly provided.
22. CURRENCY
Except as expressly provided in this Agreement, all amounts in this
Agreement are stated and shall be paid in U.S. currency.
23. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
laws of the State of Oklahoma, without regard to its conflict of laws rules,
which are deemed inapplicable herein. The parties hereto each consent to the
personal jurisdiction of the federal and state courts of the State of Oklahoma.
24. COUNTERPARTS
This Agreement may be signed in counterparts, and each of such
counterparts shall constitute an original document, and such counterparts, taken
together, shall constitute one and the same instrument.
25. ACKNOWLEDGMENT
The Employee acknowledges that:
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25.1. the Employee has had sufficient time to review and consider this
Agreement thoroughly;
25.2. the Employee has read and understands the terms of this Agreement
and the Employee's obligations hereunder; and
25.3. the Employee has been given an opportunity to obtain independent
legal advice, or such other advice as the Employee may desire, concerning
the interpretation and effect of this Agreement; and
25.4. this Agreement is entered into voluntarily and without any
pressure and the Employee's continued employment has not been made
conditional upon execution of this Agreement by the Employee.
IN WITNESS WHEREOF the parties have executed this Agreement.
/s/ David Eldridge
------------------------------------
David Eldridge
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- -------------------------------
Witness
OCCULOGIX, INC.
By: /s/ Elias Vamvakas
------------------------------------
Elias Vamvakas
Chairman and Chief Executive Officer
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SCHEDULE 5.2
BONUS REMUNERATION
In respect of each Year of Employment during the Employment Period, the Employee
shall be entitled to receive a maximum of 25 percent of his Salary as bonus
remuneration based upon performance criteria agreed upon by the President and
Chief Operating Officer and Chief Executive Officer and approved by the
Compensation Committee of the Board of Directors. In respect of the First Year
of Employment, the Bonus payable, if any, shall be pro-rated to the proportion
of the number of days in the First Year of Employment is to 365. In addition, it
is agreed that upon a successful completion of an Initial Public Offering in
2004, the Employee shall receive a one-time bonus in the gross amount of
$15,000.