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This excerpt taken from the EYE 8-K filed Jan 13, 2009. Employment and Retention Agreement James V. Mazzo has entered into an employment and retention agreement (the “Employment Agreement”) with Parent and the Company, the terms of which are contingent upon the Closing (as defined in the Merger Agreement) and become effective at the Effective Time (as defined in the Merger Agreement) of the Merger. Under the terms and conditions of the Employment Agreement, Mr. Mazzo will serve as Senior Vice President, President, AMO, and his initial base salary will be $775,000 and future salary increases will be based on merit according to overall performance and in line with Parent’s performance and merit criteria in accordance with other similarly situated officers of Parent. In lieu of the payments due to Mr. Mazzo under the change in control provisions of his existing employment agreement with the Company, Mr. Mazzo will be entitled to receive: (i) a lump sum cash payment equal to $2,325,000 at the Effective Time of the Merger; (ii) an additional lump sum cash payment equal to $2,325,000, plus an additional gross-up amount for taxes as contemplated under his existing employment agreement with the Company, if: (a) Mr. Mazzo remains an employee of Parent or the Company as of the six-month anniversary of the Effective Time; (b) Mr. Mazzo’s employment is terminated by Parent of the Company prior to the six-month anniversary of the Effective Time of the Merger for any reason, other than as a result of a discharge for cause; or (c) Mr. Mazzo’s employment is terminated by him prior to the six-month anniversary of the Effective Time of the Merger in a voluntary resignation for good reason; (iii) an additional lump sum cash payment equal to $1,500,000, plus an additional gross-up amount, on the first anniversary of the Effective Time of the Merger if Mr. Mazzo remains an employee of Parent or of the Company; and (iv) an additional lump sum cash payment equal to $1,500,000, plus an additional gross-up amount, on the eighteen month anniversary of the Effective Time of the Merger if Mr. Mazzo remains an employee of Parent or of the Company. In addition, Mr. Mazzo will be eligible to participate in Parent’s performance incentive plan. Mr. Mazzo’s participation target will be 100% of his base salary in accordance with other similarly situated officers of Parent. As soon as practicable following the Effective Time of the merger, Mr. Mazzo will be awarded (i) 30,000 shares of common stock of Parent, which will vest ratably over three years; and (ii) 20,000 shares of common stock of Parent, which will vest after eighteen months of employment with Parent or of the Company.
A copy of the Employment Agreement is attached hereto as Exhibit 10.3 and incorporated herein by reference. The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement.
See the description of the Amendment to Rights Agreement under Item 1.01 above. Such disclosure is incorporated herein by reference.
See the description of the Employment Agreement under Item 1.01 above. Such disclosure is incorporated herein by reference.
On January 12, 2009, the Company and Parent issued a joint press release regarding the execution of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated in this report by reference.
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