EMPLOYMENT AGREEMENT
This Employment
Agreement is made and entered into by and between STAAR Surgical
Company (the “Company”), a Delaware corporation located
at 1911 Walker Avenue, Monrovia, California 91016 and Deborah
Andrews (hereinafter the “Employee”), located at, CA,
effective November, 2002.
RECITALS
A. WHEREAS,
the Company wishes to retain the services of Employee and Employee
wishes to render services to Company as Global Controller.
B. WHEREAS,
the Employee and the Company desire to enter into this Employment
Agreement and to establish the terms and conditions of the
Employee’s employment.
C. WHEREAS,
the Company and the Employee intend that this Agreement will
supercede and replace any and all other employment agreements or
arrangements for employment entered into by and between the Company
and the Employee, and that such employment agreements or
arrangements shall have no further force or effect.
AGREEMENT
NOW, THEREFORE, for
and in consideration of the promises, covenants, and agreements
contained herein, the parties hereto agree as follows:
ARTICLE 1
EMPLOYMENT
1.1
Employment . The Company hereby agrees to employ
the Employee and the Employee hereby agrees to serve the Company in
the capacity of Global Controller, based upon the terms and
conditions set forth in this agreement.
1.2
Duties . During the term of her employment, the
Employee shall devote her full time, efforts, abilities, and
energies to the Company’s business and, in particular, shall
use her best efforts, skill, and abilities to promote the general
welfare and interests of the Company. The Employee shall
loyally, conscientiously, and professionally do and perform all
such duties and responsibilities as shall be reasonably assigned by
the Company and the Employee’s superiors from time to time,
and shall comply with all of the Company’s personnel policies
and procedures, including, but not limited to, those contained in
The Company’s Employee Handbook.
1.3
Noncompetition, Nonsolicitation and Noninterference and
Proprietary Property and Confidential Information Provisions
.
(a)
Applicable Definitions .
For purposes of this
paragraph, the following capitalized terms shall have the
definitions set forth below:
(i)
“Business Segments” - The term “Business
Segments” is defined as each of Company’s (or
Company’s affiliates’) products or product lines.
(ii)
“Competitive Business” - The term
“Competitive Business” is defined as any business that
is or may be competitive with or similar to or adverse to any of
Company’s (or Company’s affiliates’) Business
Segments, whether such business is conducted by a proprietorship,
partnership, corporation or other entity or venture.
(b)
Nonsolicitation and Noninterference .
(1)
Covenants . Employee hereby covenants and agrees
that Employee shall not, either for Employee’s own account or
directly or indirectly in conjunction with or on behalf of any
person, partnership, corporation or other entity or venture:
(i) During
the term of this Agreement and for a period of one (1) year from
the date this Agreement terminates or expires, solicit or employ or
attempt to solicit or employ any person who is then or has, within
twelve (12) months prior thereto, been an officer, partner,
manager, agent or employee of Company or any affiliate of Company
whether or not such a person would commit a breach of that
person’s contract of employment with Company or any affiliate
of Company, if any, by reason of leaving the service of Company or
any affiliate of Company (the “Nonsolicitation
Covenant”); or
(ii) During
the term of this Agreement and for a period of one (1) year from
the date of the Agreement, on behalf of, directly or indirectly,
any Competitive Business, or for the purpose of or with the
reasonably foreseeable effect of harming the business of Company,
solicit the business of any person, fm or company which is then, or
has been at any time during the preceding twelve (12) months prior
to such solicitation, a customer, client, contractor, supplier or
vendor of Company or any affiliate of Company (the
‘‘Noninterference Covenant)”.
(2)
Acknowledgements . Each of the parties
acknowledges that: (i) the covenants and the restrictions contained
in the Nonsolicitation and Noninterference Covenants are necessary,
fundamental, and required for the protection of the business of
Company; (ii) such Covenants relate to matters which are of a
special, unique and extraordinary value; and (iii) a breach of
either of such Covenants will result in irreparable harm and
damages which cannot be adequately compensated by a monetary
award.
(3)
Judicial Limitation . Notwithstanding the
foregoing, if at any time, despite the express agreement of Company
and Employee, a court of competent jurisdiction holds that any
portion of this Nonsolicitation and/or Noninterference Covenant is
unenforceable by reason of its extending for too great a period of
time or by reason of its being too extensive in any other respect,
such Covenant shall be interpreted to extend only over the maximum
period of time or to the maximum extent in all other respects, as
the case may be, as to which it may be enforceable, all as
determined by such court in such action.
(4)
Termination of Agreemen t. The covenants and
agreements contained in the Nonsolicitation and Noninterference
Covenant shall terminate and be of no effect if this Agreement is
terminated by Company without Cause.
(c)
Proprietary Property; Confidential Information .
(1) “
Applicable Definitions ” - For purposes of this
paragraph, the following capitalized terms shall have the
definitions set forth below:
(i) “
Confidential Information ” - The term
“Confidential Information” is collectively and
severally defined as any information, matter or thing of a secret,
confidential or private nature, whether or not so labeled, which is
connected with Company’s business or methods of operation or
concerning any of Company’s suppliers, customers, licensors,
licensees or others with whom Company has a business relationship,
and which has current or potential value to Company or the
unauthorized disclosure of which could be detrimental to
Company. Confidential Information shall be broadly
defined and shall include, by way of example and not limitation:
(i) matters of a business nature available only to management and
owners of Company of which Employee may become aware (such as
information concerning customers, vendors and suppliers, including
their names, addresses, credit or financial status, buying or
selling habits, practices, requirements, and any arrangements or
contracts that Company may have with such parties, Company’s
marketing methods, plans and strategies, the costs of materials,
the prices Company obtains or has obtained or at which Company
sells or has sold its products or services, Company’s
manufacturing and sales costs, the amount of compensation paid to
employees of Company and other terms of their employment, financial
information such as financial statements, budgets and projections,
and the terms of any contracts or agreements Company has entered
into) and (ii) matters of a technical nature (such as product
information, trade secrets, knowhow, formulae, innovations,
inventions, devices, discoveries, techniques, formats, processes,
methods, specifications, designs, patterns, schematics, data,
compilation of information, test results, and research and
development projects). For purposes of the foregoing,
the term “trade secrets” shall mean the broadest and
most inclusive interpretation of trade secrets as defined by
Section 3426.1(d) of the California Civil Code (the Uniform Trade
Secrets Act) and cases interpreting the scope of said Section.
(ii) “
Proprietary Property ” - The term “Proprietary
Property” is collectively and severally defined as any
written or tangible property owned or used by Company in connection
with Company’s business, whether or not such property also
qualifies as Confidential Information. Proprietary
Property shall be broadly defined and shall include, by way of
example and not limitation, products, samples, equipment, files,
lists, books, notebooks, records, documents, memoranda, reports,
patterns, schematics, compilations, designs, drawing, data, test
results, contracts, agreements, literature, correspondence, spread
sheets, computer programs and software, computer print outs, other
written and graphic records, and the like, whether originals,
copies, duplicates or summaries thereof, affecting or relating to
the business of Company, financial statements, budgets,
projections, invoices.
(2)
Ownership of Proprietary Property . Employee
acknowledges that all Proprietary Property which Employee may
prepare, use, observe, come into possession of and/or control
shall, at all times, remain the sole and exclusive property of
Company. Employee shall, upon demand by Company at any
time, or upon the cessation of Employee’s employment,
irrespective of the time, manner, cause or lack of cause of such
cessation, immediately deliver to Company or its designated agent,
in good condition, ordinary wear and tear and damage by any cause
beyond the reasonable control of Employee excepted, all items of
the Proprietary Property which are or have been in Employee’s
possession or under his control, as well as a statement describing
the disposition of all items of the Proprietary Property beyond
Employee’s possession or control in the event Employee has
not previously returned such items of the Proprietary Property to
Company.
(3)
Agreement Not to Use or Divulge Confidential Information
. Em
