exv10w25






Exhibit 10.25




EMPLOYMENT AGREEMENT




     THIS AGREEMENT is made as of this first day of September, 1999,



BETWEEN:





TLC The Laser Center, Inc., a corporation incorporated under the laws of the
Province of Ontario




(the “Corporation”)




-and-




Henry Lynn, of the City of Brampton, in the Province of Ontario
(the “Employee”)



RECITAL:





	A.	 	The Corporation and the Employee wish to enter into this Agreement to set for the rights and
obligations of each of them a regards the Employee’s employment with the Corporation;





          NOW THEREFORE in consideration of the mutual covenants and agreements (including, without
limitation, the increased salary described in section 5 hereof) contained in this Agreement and
other good and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the Corporation and the Employee agree as follows:




1.  Definitions





	 	1.1	 	In this Agreement,






1.1.1. “Affiliate” has the meaning attributed to such term in the Business
Corporations Act (Ontario) as the same may be amended from time to time and any
successor legislation thereto;




1.1.2. “Agreement” means this agreement and all schedules attached to this
agreement, in each case as they may be amended or supplemented from time to time,
and the expressions “hereof”, “herein”, “hereto”, “hereunder”, hereby” and similar
expressions refer to this agreement and unless otherwise indicated, references to
sections are to sections in this agreement;




1.1.3. “Basic Salary” and “Salary” have the respective meanings attributed to such
terms in section 5.1;




1.1.4. “Benefits” has the meaning attributed to such term in section 5.3;



 









 






1.1.5. “Business Day” means any day, other than Saturday, Sunday or any statutory
holiday in the Province of Ontario;




1.1.6. “Change of Control” for the purposes of this Agreement, shall be deemed to
have occurred when:




1.1.6.1. any Person acquires or becomes the beneficial owner of, or a
combination of Persons acting jointly and in concert acquires or becomes the
beneficial owner of, directly or indirectly, more than 40% of the voting
securities of the Corporation, whether through the acquisition of previously
issued and outstanding voting securities, or of voting securities that have
not been previously issued, or any combination thereof, or any other
transaction having a similar effect;




1.1.6.2. the Corporation amalgamates with one or more corporations other
than a Subsidiary;




1.1.6.3. the Corporation sells, leases or otherwise disposes of all or
substantially all of its assets and undertaking, whether pursuant to one or
more transactions;




1.1.6.4. any Person not part of existing management of the Corporation or
any Person not controlled by the Corporation or by any Affiliate enters into
any arrangement to provide management services to the Corporation which
results in either (i) the termination by the Corporation of the employment
of any two of the Chief Executive Officer, Chief Operating Officer, Chief
Financial Officer and General Counsel for any reason other than Just Cause;
or (ii) the termination by the Corporation for any reason other than Just
Cause of the employment of all such senior executive personnel within six
months of the date that such arrangement is entered into for any reason
other than Just Cause; or




1.1.6.5. the Corporation enters into any transaction or arrangement which
would have the same or similar effect as the transactions referred to in
1.1.6.1, 1.1.6.2, 1.1.6.3 or 1.1.6.4 above.



 









 






1.1.7. “Confidential Information” means all confidential or proprietary information,
intellectual property (including trade secrets ) and confidential facts relating to
the business or affairs of the Corporation or any of its Subsidiaries;




1.1.8. “Disability” means the mental or physical state of the Employee such that the
Employee has been unable as a result of illness, disease, mental or physical
disability or similar cause to fulfill his obligations under this Agreement either
for any consecutive 6 month period or for any period of 12 months (whether or not
consecutive) in any consecutive 24 month period;




1.1.9. “Employment Period” has the meaning attributed to such term in section 4;




1.1.10. “ESA” means the Employment Standards Act (Ontario) as the same may be
amended from time to time and any successor legislation thereto;




1.1.11. “Good Reason” means




1.1.11.1. without the express written consent of the Employee, any change or
series of changes in the responsibilities or status of the Employee with the
Corporation, such that immediately after such change or series of changes
the responsibilities and status of the Employee, taken as a whole, and
taking into account the size and complexity of the business of the
Corporation and its Subsidiaries and Affiliates are not at least
substantially equivalent to those assigned to him immediately prior to such
change or series of changes, except in connection with the termination of
the Employee’s employment by the Corporation for Just Cause or on death,
Disability or Retirement or a voluntary resignation by the Employee other
than a resignation for Good Reason;




1.1.11.2. a reduction by the Corporation in the Employee’s Basic Salary as
in effect on the date hereof or as the same may be increased from time to
time;




1.1.11.3. the taking of any action by the Corporation which would materially
adversely affect the Employee’s participation in, or materially reduce the
Employee’s Benefits or bonus remuneration and other similar plans in which
the Employee is participating at the date hereof (or such other package of
plans as may be implemented after the date hereof providing the Employee
with substantially similar benefits), or the taking of any action



 









 






by the Corporation which would deprive the Employee of any material fringe
benefit enjoyed by him at the date hereof;
1.1.11.4. the requirement that the Employee be based anywhere other then the
Corporation’s principal executive offices except for required travel on the
Corporations business to an extent substantially consistent with the
Employee’s present travel obligations, or in the event the Employee consents
to any such relocation, the failure by the Corporation to pay (or reimburse
the Employee for) all reasonable moving expenses incurred by the Employee or
to indemnify the Employee against any excess in (A) the cost of a principal
residence I the new location which is comparable to the Employee’s principal
residence at the time of the relocation, over (B) the amount realized by the
Employee upon the sale of his principal residence at the tie of the
relocation; or




any reason which would be considered to amount to constructive dismissal by a court
of competent jurisdiction.




1.1.12. “Just Cause” means the willful failure of the Employee to properly carry out
his duties after notice by the Corporation of the failure to do so and an
opportunity for the Employee to correct the same within a reasonable time from the
date of receipt of such notice, or theft, fraud, dishonesty or misconduct by the
Employee involving the property, business or affairs of the Corporation or its
Subsidiaries or the carrying out of the Employee’s duties;




1.1.13. “Person” means an individual, partnership, limited partnership, joint
venture, syndicate, sole proprietorship, company or corporation with or without
share capital, unincorporated association, trust, trustee, executor, administrator
or other legal personal representative, regulatory body or agency, government or
governmental agency, authority or entity however designated or constituted;




1.1.14. “Restricted Period” means, as the case may be, (i) the notice period
provided for in section 8; or (ii) one year if the employment of the Employee is
terminated pursuant to section 10.2 or 10.3;




1.1.15. “Retirement” means Retirement in accordance with the Corporation’s
retirement policy;



 









 






1.1.16. “Subsidiaries” has the meaning attributed to such term by the Business
Corporations Act (Ontario) as the same may be amended from time to time and any
successor legislation thereto;




1.1.17. “Year of Employment” means any 12 month period commending on February 23,
1998 or any anniversary of such date, provided that for the purposes of this
Agreement, the “First Year of Employment” shall be deemed to commence on February
23, 1998 and to end on February 22, 1999.



2. Employment of the Employee




     The Corporation shall employ the Employee, and the Employee shall serve the Corporation, in
the position of Executive Vice-President, Information Systems on the conditions and for the
remuneration hereinafter set out. In such position, the Employee shall perform or fulfill such
duties and responsibilities as the Corporation may designate from time to time and as are
reasonably consistent with the position of Executive Vice President, Information Systems. The
Employee shall report to the Chief Executive Officer of the Corporation.


3 Performance of Duties




     During the Employment Period, the Employee shall faithfully, honestly and diligently serve the
Corporation and its Subsidiaries as contemplated above. The Employee shall (except in the case of
illness or accident) devote all of his working time and attention to his employment hereunder and
shall use his best efforts to promote the interests of the Corporation.


4. Employment Period




     The Employee’s employment under this Agreement shall, subject to section 8 and section 10, be
for an indefinite term. Accordingly, the Corporation shall employ the Employee and the Employee
shall serve the Corporation as an employee in accordance with this Agreement for the period
beginning on the date hereof and ending on the effective date the employment of the Employee under
this Agreement is terminated in accordance with section 8.2 or section 10 (the “Employment
Period”).


5. Remuneration




     5.1. Basic Remuneration. The Corporation shall pay the Employee a gross salary in
respect of each Year of Employment in the Employment Period (before deduction for income taxes and
other required deductions, such as C.P.P. and E.I. contributions but excluding the Benefits paid by
the Corporation as provided in the TLC



 









 




Benefit Plan) of $168,000 (the “Basic Salary”) plus a $7,500 annual Car Allowance and a 5% annual
Retirement Allowance, payable in equal installments on every second Friday in each month during
such year, with a pro-rata adjustment in the Basic Salary in the event that such year begins or
terminates on a day other than the second Friday in each month, the first payment to be made
January 8, 1999. The Basic Salary shall, in the sole and absolute discretion of the board of
directors of the Corporation, be subject to an increase on the basis of an annual review (September
1st). The Basic Salary shall be prorated in respect of the First Year of employment
such that the employee shall be entitled and the Corporation shall be required to pay in respect of
each such year only that proportion of the Basic Salary that the number of days in the First Year
of Employment is to 365.




     5.2. Bonus Remuneration. The Executive shall, in respect of each year of Employment
during the Employment Period, receive such bonus remuneration, as outlined in Schedule 5.2.



     5.3. Stock Options. The Employee shall, in respect of each Year of Employment during
the Employment Period, receive such stock options, if any, as the board of directors of the
Corporation, in its sole discretion may, pursuant to the terms of the Corporation’s stock option
plan, authorize.



     5.4. Benefits. The Corporation shall provide to the Employee, in addition to Salary
and stock options, if any, the benefits (the “Benefits”) described in the TLC Benefit Plan, such
Benefits to be provided in accordance with and subject to the terms and conditions of the
applicable plan relating thereto in effect from time to time.



     5.5. Pro-Rata Entitlement in the Event of Termination. If the Employee’s employment
is terminated pursuant to section 8 or section 10 or if the Employee dies during the Employment
Period, the Employee shall be entitled to receive in respect of his entitlement to Salary, and the
Corporation shall be required to pay in respect thereof, only that proportion of the Salary in
respect of the Year of Employment in which the effective date of the termination of employment or
the date of death occurs that the number of days elapsed from the commencement of such Year of
Employment to the effective date of termination or the date of death is to 365.


6. Expenses




     Subject to the terms of the Corporation’s expense policy, the Corporation shall pay or
reimburse the Employee for all travel; and out-of-pocket expenses reasonably incurred or paid by
the Employee in the performance of his duties and responsibilities upon presentation of expense
statements or receipts or such other supporting documentation as the Corporation may reasonably
require.


7. Vacation





 









 








     The Employee shall be entitled during each Year of Employment during the Employment Period to
vacation with pay of four weeks. Vacation shall be taken by the Employee at such time as may be
acceptable to the Corporation having regard to its operations. Except with the prior written
consent of the Chief Executive Officer (i) no more than two weeks of vacation shall be taken
consecutively; and (ii) the vacation entitlement earned in a Year of Employment cannot be carried
forward to a subsequent Year of Employment. Notwithstanding the foregoing, in the event that the
Employee’s employment is terminated pursuant to section 8 or section 10, the Employee shall not be
entitled to receive any payment in lieu of any vacation to which he was entitled and which had not
already been taken by him except to the extent, if any, of the payments in respect of vacation pay
required by the Employment Standards Act.


8. Termination




     8.1. Notice. The Employee’s employment may, subject to section 10 and section 11
hereof, be terminated at any time:



          8.1.1. by the Corporation without prior notice and without further obligations to the Employee
for reasons of Just Cause;





8.1.2. by the Corporation for any reason other than Just Cause, including the
occurrence of Disability, on eighteen months prior written notice to the Employee
provided that if the Employee is entitled under the ESA to a longer period of notice
than that prescribed above, the notice to be given b the Corporation under this
section 8.1.2 shall be that minimum period of notice which is required under the ESA
and no more; or




8.1.3. by the Employee on one month’s notice to the Corporation.


The Employee’s employment shall be automatically terminated in the event of his death.





8.2 Effective Date. The Effective date on which the Employee’s employment shall be




terminated shall be:




8.2.1. in the case of termination under section 8.1.1, the day the Employee is
deemed, under section 18, to have received notice from the Corporation of such
termination;




8.2.2. in the case of termination under section 8.1.2 or section 8.1.3, the last day
of the minimum period referred to therein; and




8.2.3. in the event of the death of the Employee, on the date of his death.



 









 





     Notwithstanding the foregoing, where the Corporation is giving or has given the notice
pursuant to section 8.1.2 above, the Corporation shall have the right, at any time prior to the end
of the Employment Period and by giving notice to the Employee to that effect ( a :“Stop Work
Notice”), to require that the Employee cease to perform his duties and responsibilities and cease
attending the Corporation’s premises immediately upon the giving of the Stop Work Notice. If a
Stop Work Notice is given, the Corporation shall continue to pay the Employee to the end of the
Employment Period. For that purpose, in calculating the Employee’s entitlement to Salary, bonus,
and to Benefits under any fund, plan or arrangement, if any, the Employee shall be considered to
have been actively employed by the Corporation to the end of the Employment Period.
Notwithstanding the foregoing, if the employment of the Employee is terminated because of the
occurrence of Disability, the Employee will, in accordance with the terms of the particular plan,
be eligible to continue to receive Benefits.


9. Rights of Employee on Termination and Lump Sum Payment




     Where the Employee’s employment under this Agreement has been terminated by the Corporation
under section 8.1.2, the Employee shall be entitled, upon receipt by the Corporation of appropriate
releases, resignations, and other similar documentation, to receive from the Corporation, in
addition to accrued but unpaid Salary and bonus remuneration, in any and any entitlement in respect
o f vacation as contemplated by section 7, a lump sum payment equal to eighteen months’ Salary and
five (5) percent of his Salary in respect of his entitlement to Benefits, less any amounts payable
to the Employee in lieu of notice where a Stop Work Notice has been given pursuant to section 8.2
and less any amounts owing by the Employee to the Corporation for any reason. For the purposes of
the Employee’s entitlement to Benefits, the Employee shall receive an amount equal to five (5)
percent of his Basic Salary for the purpose of obtaining equivalent coverage during the notice
period. Notwithstanding the foregoing, if the employment of the Employee is terminated because of
the occurrence of Disability, the Employee will, in accordance with the terms of the particular
plan, be eligible to continue to receive Benefits.



     Except as provided above in this section and subject to section 10 and section 11, where the
Employee’s employment has been terminated by the Employee or by the Corporation for any reason, the
Employee shall not be entitled, except to the extent required under any mandatory employment
standard under the ESA, to receive any payment as severance pay, in lieu of notice, or as damages.
Except as to any entitlement as provided above and subject to section 10 and section 12, the
Employee hereby waives any claims that the Employee may have against the Corporation for or in
respect of severance pay or on account of loss of office or employment or notice in lieu



 









 




thereof or damages in lieu thereof (other than rights to accrued but unpaid Salary and vacation pay
and to reimbursement for expenses pursuant to section 6). The payments to the Employee where the
Corporation has given notice pursuant to section 8.1.2 above, whether or not a Stop Work Notice is
given, shall be deemed to include and to satisfy entitlement to severance pay pursuant to the ESA
to the Extent of such payments.



10. Change of Control 




     10.1. Termination of Employment by the Corporation for Just Cause. Following Change
of Control, the Corporation may terminate the Employee’s employment at any time without notice or
further obligations to the Employee under this Agreement for reasons of Just Cause. For greater
certainty, following a Change of Control the Employee shall not be deemed to have been terminated
for Just Cause unless and until there has been delivered to the Employee a copy of a resolution
duly adopted by the affirmative vote of not less than three-quarters of the entire membership of
the board of directors of the Corporation (excluding the Employee if the Employee is at the time a
director of the Corporation) at a meeting of the board called and held for the purpose (after
reasonable notice to the Employee), finding that in good faith opinion of the Board the Employee’s
conduct constituted Just Cause and specifying the particulars thereof. The date on which such
resolution is given to the Employee shall be the effective date of any termination pursuant to this
section 10.1.


10.2 Termination by the Employee Without Good Reason



Notwithstanding the provisions of section 8 hereof, if at any time within six months following a
Change of Control the Employment of the Employee is voluntarily terminated by the Employee for any
reason other than (i) Good Reason, Disability, death, or Retirement; or (ii) by the Corporation for
Just Cause, the Employee shall be entitled to an amount equal to his annual Salary (less any
required statutory deductions and withholdings).



10.3. Termination of Employment Without Just Cause or for Good Reason.



Notwithstanding the provisions of section 8 and section 10.2 hereof, if at any time within 24
months following a Change of Control, the Employee’s employment is terminated, (i) by the
Corporation other than for Just Cause; or (ii) by the Employee in response or a Good Reason, the
following provisions shall apply:





10.3.1. the Employee shall be entitled to receive, and the Corporation shall pay to
the Employee immediately following termination, a cash amount equal to two times the
Employee’s Basic Salary less any required statutory deductions;



 









 






10.3.2. the Employee shall be entitled to receive, and the Corporation shall pay to
the Employee, immediately following termination, a cash amount equal to ten percent
of his annual Salary in lieu of continued benefit coverage; and




10.3.3. if at the date of termination of the Employee’s employment, the Employee
holds options for the purchase of shares under a share option plan, all options so
held shall, notwithstanding the terms of the Corporation’s share option plan, (i)
immediately vest to the extent they have not already vested at such date; and (ii)
(A) continue to be held on the same terms and conditions as if the Employee
continued to be employed by the Corporation or (B) if the Employee so elects in
writing within 90 days after the date of termination, be purchased by the
Corporation at a cash purchase price equal to the amount by which the aggregate
“fair market value” of the shares subject to such options exceeds the aggregate
option price for such shares, provided that for this purpose, “fair market value”
means the higher of (i) the average of the closing prices for the shares of the same
class of the Corporation on the principal securities exchange (in terms of volume of
trading) on which such shares are listed at the time of termination for each of the
last 10 days prior to such time on which such shares traded on such securities
exchange, and (ii) if the Change of Control involved the purchase and sale of such
shares, the average value of the cash consideration paid to the shareholders of the
Corporation in connection with the transactions resulting in the Change of Control.


For purposes of this Agreement, the Employee’s employment shall be deemed to have been terminated
following a Change of Control by the Corporation without Just Cause or by the Executive with Good
Reason, if (i) the Employee’s employment is terminated by the Corporation without Just Cause prior
to a Change of Control and such termination was a the request or direction of a Person who has
entered into an agreement with the Corporation or any shareholder of the Corporation the
consummation of which would constitute a Change of Control; (ii) the Employee terminates his
employment with Good Reason prior to a Change Reason prior to a Change of Control and the
circumstance or event which constitutes Good Reason occurs at the request or direction of a Person
who has entered into an agreement with the Corporation or any shareholder of the Corporation the
consummation of which would constitute a Change of Control; or (iii) the Employee’s employment is
terminated by the Corporation without





 









 







Just Cause prior to a Change of Control and the Employee reasonably demonstrates that such
termination is otherwise in connection with or in anticipation of a Change of Control which
actually occurs.



For greater certainty, this section 10(3) does not apply in the event of the termination of the
employment of the Employee as a result of death, Disability or Retirement or by the Corporation for
Just Cause or, subject to section 10.2 by the Employee without Good Reason. If the Employee or the
Corporation intends to terminate the Employee’s employment as contemplated in this section 10, the
party having such intention shall in accordance with the provisions of section 18 hereof give the
other notice thereof.



11. No Obligation to Mitigate




     The Employee shall not be required to mitigate the amount of any payment or Benefits provided
for in this Agreement by seeking other employment or otherwise, nor (except as specifically
provided herein), shall the amount of any payment provided for in this Agreement be reduced by any
compensation earned by the Employee as a result of employment by another employer after termination
or otherwise.


12. Non-Competition




     The Employee shall not, either during the Employment Period or for the greater of the
Restricted Period and for a period for 1 year following the end of the employment Period, directly
or indirectly, in any manner whatsoever including, without limitation, either individually, or in
partnership, jointly or in conjunction with any other Person, or as employee, principal, agent,
director or shareholder.




12.1. be engaged in any undertaking;




12.2. have any financial or other interest (including an interest by way of royalty or other
compensation arrangement) in or in respect of the business of any Person which carries on a
business; or




12.3. advise, lend money to, guarantee the debts or obligations of or permit the use
of the Employee’s name or any parts thereof by any Person which carries on a business;


in which is the same as or substantially similar to or which competes with or would compete with
the refractive laser corrective surgery business carried on during the Employment Period or at the
end thereof, as the case may be, by the Corporation or any of its Subsidiaries.




     Notwithstanding the foregoing, nothing herein shall prevent the Employee from owning not more
than 5% of the issued shares of a corporation, the shares of which are listed on a recognized stock
exchange or traded in the over the counter market in Canada or the United States, which carries on
a business which is the same



 









 




as or substantially similar to or which competes with or would compete with the business of the
Corporation or any of its Subsidiaries.



13. No Solicitation of Patients




     The Employee shall not, either during the Employment Period or the greater of the Restricted
Period or a period of 1 year following the end of the Employment Period, directly or indirectly,
contact or solicit any designated patients of the Corporation or any of its Subsidiaries for the
purpose of selling to the designated patients any products or services which are the same as or
substantially similar to, or in any way competitive with, the refractive laser corrective surgery
products or services sold by the Corporation or any of its Subsidiaries during the Employment
Period or at the end thereof, as the case may be. For the purpose of this section, a designated
patient means a person who was a patient of the Corporation or of any of its Subsidiaries during
some part of the Employment Period.


14. No Solicitation of Employees




     The Employee shall not, either during the Employment Period or the Restricted Period and for a
period of 1 year following the Restricted Period, directly or indirectly, employ or retain as an
independent contractor any employee of the Corporation or any of its Subsidiaries or induce or
solicit, or attempt to induce, any such person to leave his/her employment.


15. Confidentiality




     The Employee shall not, either during the Employment Period or at any time thereafter,
directly or indirectly, use or disclose to any Person any Confidential Information provided,
however, that nothing in this section shall preclude the Employee from disclosing or using
Confidential Information if:



15.1. the Confidential Information is available to the public or in the public domain at the
time of such disclosure or use, without breach of this Agreement; or



15.2. disclosure of the Confidential information is required to be made by any law,
regulation, governmental body, or authority or by court order.


The Employee acknowledges and agrees that the obligations under this section are to remain in
effect in perpetuity and shall exist and continue in full force and effect notwithstanding any
breach or repudiation, or alleged breach or repudiation, the by the Corporation of this Agreement.



16. Remedies





 









 








     The Employee acknowledges that a breach or threatened breach by the Employee of the provisions
any of sections 12 to 18 inclusive will result in the Corporation and its shareholders suffering
irreparable harm which is not capable of being calculated and which cannot be fully or adequately
compensated by the recovery of damages alone. Accordingly, the Employee agrees that the
Corporation shall be entitled to interim and permanent injunctive relief, specific performance and
other equitable remedies, in addition to any other relief to which the Corporation may become
entitled.


17. Notices




     Any notice or other communication required or permitted to be given hereunder shall be in
writing and shall be given by prepaid first-class mail, by facsimile or other means of electronic
communication or by hand-delivery as hereinafter provided, except that any notice of termination by
the Corporation under section 8 or section 10 shall be hand-delivered or given by registered mail.
Any such notice or other communication, if mailed by prepaid first-class mail at any time other
than during a general discontinuance of postal service due to strike, lockout or otherwise, shall
be deemed to have been received on the fourth Business Day after the post-marked date thereof, or
if mailed by registered mail, shall be deemed to have been received on the day such mail is
delivered by the post office, or if sent by facsimile or other means of electronic communication,
shall be deemed to have been received on the Business Day following the sending, or if delivered by
hand shall be deemed to have been received at the time it is delivered to the applicable address
noted below either to the individual designated below or to an individual at such address having
apparent authority to accept deliveries on behalf of the addressee. Notice of change of address
shall also be governed by this section. In the event of a general discontinuance of postal service
due to strike, lock-out or otherwise, notices or other communication shall be delivered by hand or
sent by facsimile or other means of electronic communication and shall be deemed to have been
received in accordance with this section. Notices and other communications shall be addressed as
follows:



     a) if to the Employee:



Henry Lynn

20 Lillington Street

Brampton, Ontario

L6S 4B9




b) if to the Corporation:




TLC The Laser Center Inc.

5600 Explorer Drive




 









 





Suite 301

Mississauga, Ontario

L4W 4Y2




	 	 	 	 	 

	 

	 	Attention:
	 	Chief Executive Officer
	 

	 	Telecopier number:
	 	(905) 602-2025






18. Headings




     The inclusion of headings in this Agreement is for convenience of reference only and shall not
affect the construction or interpretation hereof.


19. Invalidity of Provision




     Each of the provisions contained in this Agreement is distinct and servable and a declaration
of invalidity or unenforceability of any such provision by a court of competent jurisdiction shall
not affect the validity or enforceability of any other provisions hereof.


20. Entire Agreement




     This Agreement constitutes the entire agreement between the parties pertaining to the subject
matter of this Agreement. This Agreement supersedes and replaces all prior agreements, if any,
written or oral, with respect to the Employee’s employment by the Corporation and any rights which
the Employee may have by reason of any such prior agreement or by reason of the Employee’s prior
employment, if any, by the Corporation. There are no warranties, representations or agreements
between the parties in connection with the subject matter of this Agreement except as specifically
set forth or referred to in this Agreement. No reliance is placed on any representation, opinion,
advice or assertion of fact made by the Corporation or its directors, officers and agents to the
Employee, except to the extent that the same has been reduced to writing and included as a term of
this Agreement. Accordingly, there shall be no liability, either in tort or in contract, assessed
in relation to any such representation, opinion, advice or assertion of fact, except to the extent
aforesaid.


21. Waiver, Amendment




     Except as expressly provided in this Agreement, no amendment or waiver of this Agreement shall
be binding unless executed in writing by the party to be bound thereby. No waiver of any provision
of this Agreement shall constitute a waiver of any other provision nor shall any waiver or any
provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.


22. Currency





 









 








     All amounts in this Agreement are stated and shall be paid in Canadian currency.


23. Employers and Employees Act Not to Apply




     The Corporation and the Employee agree that section 2 of the Employers and Employees Act
(Ontario) shall not apply to or in respect of this Agreement or the employment of the Employee
hereunder.


24. Governing Law




     This Agreement shall be governed by and construed in accordance with the laws of the Province
of Ontario and the laws of Canada applicable therein.


25. Counterparts




     This Agreement may be signed in counterparts and each of such counterparts shall constitute an
original document and such counterparts, taken together, shall constitute one and the same
instrument.


26. Acknowledgement





The Employee acknowledges that:




26.1. the Employee has had sufficient time to review and consider this Agreement thoroughly;




26.2. the Employee has read and understands the terms of this Agreement and the Employee’s
obligations hereunder; and




26.3. the Employee has been given an opportunity to obtain independent legal advice, or such
other advice as the Employee may desire, concerning the interpretation and effect of this
Agreement; and




26.4. this Agreement is entered into voluntarily and without any pressure and the Employee’s
continued employment has not been made conditional upon execution of this Agreement by the
Employee.




     IN WITNESS WHEREOF the parties have executed this Agreement



	 	 	 	 	 
	 	TLC The Laser Center Inc.

 	 
	 	by:  	/s/ Elias Vamvakas
 	 
	 	 	Elias Vamvakas 	 
	 	 	Chief Executive Officer 	 
	 



	 	 	 	 	 	 	 	 	 

	Witness

	 	 	 	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	/s/ Henry Lynn	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	)	 	 	Henry Lynn	 	 






 









 






SCHEDULE 5.2 
 

Bonus Remuneration



Henry Lynn will be eligible to be paid up to 20% of base salary to be paid annually, on or about
September 1st, once fiscal year-end financials have been finalized, broken down as
follows:





	 	•	 	10% paid based on the achievement of pre-determined, agreed upon
individual annual goals. If these goals are not met, this part of the
bonus will not be payable.
	 
	 	•	 	10% paid based on the achievement of pre-determined corporate (TLC)
annual goals. If these goals are not met, this part of the bonus will not be
payable.




In special circumstances, where Henry Lynn did not meet his personal objectives, or the corporation
(TLC) did not meet its overall objectives, Henry Lynn may still be entitled to be paid either the
personal or the corporate component of this bonus plan, at the discretion of the Chief Executive
Officer.