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Exhibit 10.1
AGREEMENT
This AGREEMENT (this "Agreement") is made and entered into by
and between Robert L. Tuchman (the "Executive") and Refac Optical
Group, a
Delaware corporation (the "Company"), as of November 30, 2006.
WHEREAS, the Executive has been employed by the Company
pursuant to an Employment Agreement dated as of April 1, 2005 (the
"Employment
Agreement");
WHEREAS, the Executive has determined not to continue his
employment with the Company beyond the term of the Employment
Agreement, which
expires December 31, 2006;
WHEREAS, the Company and the Executive believe it is in the
best interests of the Company to enter into this Agreement and
provide for an
orderly transition of the Executive from the Company, and the
agreements
provided herein, in exchange for the benefits to the Executive set
forth
herein.
NOW, THEREFORE, the Company and the Executive, intending to
be legally bound, hereby agree as follows:
1. Termination of Employment. The Executive's employment with
the
Company shall terminate effective as of December 31, 2006 (the
"Termination
Date").
2. Board of Directors. The Executive shall resign from the Board
of
Directors of the Company and each of its subsidiary corporations
effective as
of November 30, 2006.
3. Payments and Benefits.
Compensation. The Company shall continue to pay Executive his
current base salary through the Termination Date.
Accrued Compensation. On the next regular payroll date
following the Termination Date, the Company shall pay to the
Executive all
accrued but unpaid salary, five accrued vacation days and shall
reimburse the
Executive for any outstanding business expenses for which he is
entitled to be
reimbursed.
Severance Payment. Subject to the execution of the Release
(as defined below), on April 30, 2007, the Company shall pay to the
Executive a
severance amount of One Hundred and Seventy Five Thousand Dollars
($175,000),
less applicable withholding
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for federal and state income taxes and any other mandatory
deductions and, to
the extent allowable, the Executive's maximum 401(k) contribution
for 2007.
Benefits. Through December 31, 2007 (such period, the
"Severance Period"), or if earlier, until the Executive obtains
similar
benefits from a subsequent employer, the Company shall provide the
Executive
and his eligible dependents, at the Company's expense, with health
and dental
benefits available to the Executive under the New Jersey State
Continuation
Coverage provisions regarding continuation of group health
coverage.
Bonus. In consideration for his services to the Company
during 2006, on April 30, 2007, the Executive shall receive a bonus
of One
Hundred and Seventy Five Thousand Dollars ($175,000), less
applicable
withholding for federal and state income taxes and any other
mandatory
deductions.
Automobile. During the Severance Period, the Company shall
continue to provide the Executive with use of the automobile being
provided to
the Executive for his use on the date hereof under Section 6(b) of
the
Employment Agreement, under the terms of the current lease for such
automobile
by making a lump-sum payment of $9,120.00 on the Company's next
regular payroll
date following the Termination Date. The Company shall have no
responsibility
with respect to the lease or the automobile following the
Termination Date; the
Executive shall make all payments and perform all other obligations
thereunder
from and after the Termination Date.
4. Stock Options. All outstanding stock options held by the
Executive
as of the Termination Date shall become vested and exercisable on
the
Termination Date and shall remain exercisable in accordance with
the option
agreement(s) pursuant to which they were granted.
5. Repayment of Note.
On or before the Termination Date, the Executive shall pay
the third installment due pursuant to the Promissory Note between
the Executive
and the Company, dated December 13, 1996 (the "Note"), in the sum
of
$49,591.80. After taking this installment payment into account, the
balance due
under the Note as of the Termination Date shall be $276,840.37.
As of the Termination Date, the Executive will own 31,184
shares of the Company's common stock, par value $0.001 per share
(the
"Shares"), all of which are entitled to the benefit of the Payment
Right (as
defined in the Agreement and Plan of Merger, dated as of August 19,
2002 (the
"Merger Agreement"), between the Company and Palisade Concentrated
Equity
Partnership, L.P.). On January 2, 2007, the Executive shall
exercise the
Payment Right with respect to the Shares and the Company shall
apply the entire
Payment Amount (as defined in the Merger Agreement) to repay
$258,515.36 of the
amount due on the Note.
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On January 2, 2007, the Executive shall
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