EXHIBIT 10.46
SUPPLEMENTARY AGREEMENT #3 TO THE MANAGING DIRECTOR'S CONTRACT OF
EMPLOYMENT DATED JANUARY 1, 2003 BETWEEN DOMILENS AND GUENTHER ROEPSTORFF
SECTION 3 REMUNERATION
Section 3, sub-paragraph 1 a) to c) shall be revised as follows:
(1) The annual remuneration amounts to E292.500,00 effective as of
1st January 2003. This annual remuneration shall be paid in
equal monthly amounts of E22.500,00, respectively due for
payment at the end of the month. At the end of November the
amount shall be increased to E45.000,00.
(2) Furthermore, Mr Roepstorff shall receive an annual bonus payment
up to an amount of maximum E150.000,00. The payment of the bonus
is dependent on Mr Roepstorff reaching variable milestones which
will be newly determined every year by the CEO of Staar Surgical
or his authorized representative.
A company car was made available to Mr Roepstorff for his work
in the framework of this Agreement, which may also be used on a
private basis. Mr Roepstorff shall keep records of the
kilometers driven in the company car for his private use. The
parties herewith intend to clarify and record the fact that Mr
Roepstorff also has a future claim to a company car
corresponding to the value of the car currently driven.
SECTION 4 REMUNERATION IN THE CASE OF SICKNESS, DEATH
(1) In the case of a temporary incapacity to work on the part of Mr
Roepstorff caused by sickness or other reasons for which Mr
Roepstorff is not responsible, the remuneration shall continue
to be paid for six months according to Section 3 (1) during the
period of the incapacity to work. The amount will hereby be
deducted which corresponds to the sickness allowance paid by the
health insurance company. The continuation of the payment of the
remuneration shall only be made to the end of the Agreement at
the latest.
(2) Should Mr Roepstorff pass away during the term of this
Agreement, his widow and legitimate children, provided they have
not yet reached the age of 25 and are still in professional
training, shall have a claim as joint and several creditors to
the continuation of payment of the salary according to Section 3
for the month in which Mr Roepstorff passed away and the
following six months.
SECTION 5 HOLIDAY
(1) The holiday claim agreed up to now with Mr Roepstorff of an
annual holiday of 30 workdays shall be increased every third
year of employment by one day, whereby the first increase in the
annual holiday shall take place in the year in which Mr
Roepstorff has reached the age of 58. Further increases shall
subsequently take place on a three-year basis.
The parties are furthermore in agreement that Mr Roepstorff is
entitled to transfer each year ten days of his annual holiday to
the next calendar year. The transferred holiday expires at the
end of the transferred year to which the annual holiday was
transferred, should Mr Roepstorff not have taken the transferred
annual holiday.
In other respects the Agreement shall be supplemented as
follows:
Change in Control
The parties are in agreement that the contractual relationship
on hand shall be continued with unchanged conditions even in the
case of there being a change in control. This shall not apply if
a possible successor of the present shareholders wishes to
terminate the contractual relationship. In this case Mr
Roepstorff shall receive a redundancy payment to the amount of
half a month's salary for each year he has been employed with
the company. The same correspondingly applies in the case of his
position being considerably reduced as a result of the change in
control or if the headquarters of the company is relocated to
over 75 km away from the present headquarters. Mr Roepstorff is
entitled to end the contractual relationship himself within the
first six months of acquiring knowledge of the change in control
with a notice period of twelve months. After this period, Mr
Roepstorff shall receive a bonus of six monthly salaries if he
has continued to manage the business during the notice period of
twelve months.
Euro conversion
The parties are in agreement that sums of money, in as far as
they have been shown up to now in Deutsche Mark, shall be
converted to euros. This particularly applies to sums of money
included in Section 1, paragraph 2 of the Supplementary
Agreement dated 25th November 1997.
/s/ Gunther Roepstorff CEO STAAR Surgical
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Domilens GmbH /s/ David Bailey
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