IGIA, Inc. MANAGEMENT RETENTION AGREEMENTEmployment Agreement |
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Search Employment Agreement by:
IGIA,
Inc.
MANAGEMENT
RETENTION AGREEMENT
This
Management Retention Agreement (the “Agreement”) is made and entered into
effective as of December 20, 2006 (the “Effective Date”), by and between Prem
Ramchandani (the “Executive”) and IGIA, Inc. (the “Company”).
RECITALS
WHEREAS,
Executive previously entered into a Employment Agreement with Tactica
International, Inc., a wholly-owned subsidiary of the Company (the “Employment
Agreement”);
WHEREAS,
Executive agrees to enter into this Agreement; and
NOW,
THEREFORE, in consideration of the mutual covenants and promises set forth
herein and for other good and valuable consideration, the receipt of and
sufficiency of which are hereby acknowledged, Company and the Executive agree
as
follows:
1.
Stock
Grant.
Executive will be issued the requisite number of shares of Company common stock
having an aggregate market value of $20,000 as of the close of each calendar
quarter end (the “Retention Shares”), provided that the Executive has continued
service to the Company for the quarter then ended, unless service is interrupted
by disability or retirement. The Retention Shares will be issued and registered
through Company filings under Form S-8.
2. Annual
Incentive.
Nothing
herein shall prevent the Executive from earning any other incentive payments
such Executive would otherwise be eligible for under any other agreement or
plan.
3.
Successors.
(a)
Company’s
Successors.
Any
successor to the Company (whether direct or indirect and whether by purchase,
lease, merger, consolidation, liquidation or otherwise) to all or substantially
all of the Company’s business and/or assets shall assume the Company’s
obligations under this Agreement and agree expressly to perform the Company’s
obligations under this Agreement in the same manner and to the same extent
as
the Company would be required to perform such obligations in the absence of
a
succession. For all purposes under this Agreement, the term “Company” shall
include any successor to the Company’s business and/or assets which executes and
delivers the assumption agreement described in this subsection or which become
bound by the terms of this Agreement by operation of law.
(b)
Executive’s
Successors.
Without
the written consent of the Company, Executive shall not assign or transfer
this
Agreement or any right or obligation under this Agreement to any other person
or
entity. Notwithstanding the foregoing, the terms of this Agreement and all
rights of Executive hereunder shall inure to the benefit of, and be enforceable
by, Executive’s personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.
4.
Notices.
(a)
