exv10w15



 





Exhibit
10.15







January 22, 2007




Mr. Thomas J. Hannon

[Address]




Dear Tom:



It is our great pleasure to offer you the position of Chief Financial Officer (CFO) of Alma Lasers
Ltd., (the “Company”).




	 	 	 
	Job Title:

	 	Your title will be Chief Financial Officer (CFO) and you will report to me as CEO.
	 
	 	 
	Start Date:

	 	Your start date will be as soon as possible but no later than January 26, 2007.
	 
	 	 
	Salary:

	 	Your initial monthly salary will be $20,833, which is equivalent to a base salary of
$250,000 per annum. Your total compensation will be reviewed at least
annually by the Compensation Committee of the Board of Directors. All
payments made in connection with your employment will be subject to
applicable withholding taxes required by law.
	 
	 	 
	Annual Bonus:

	 	In addition to your base salary and to the extent such funds are available, you will be
eligible to receive a yearly cash performance bonus targeted at 30% of your
base salary to be earned upon achievement of certain Company milestones which
are to be agreed upon in advance. The milestones shall be determined on or
before March 31 of each calendar year. The yearly cash performance bonus may
be less than the targeted 30% of your base salary depending upon actual
performance related to the agreed milestones. Bonus payout for overachievement
will be at the discretion of the Board of Directors. The yearly cash
performance bonus shall be paid to you at such time as bonuses are normally
paid to senior executives of the Company.
	 
	 	 
	Stock Option:

	 	At the next meeting of the Board of Directors, you will be granted a stock option to
purchase 4,440,142 shares of the Company’s common stock in accordance with the
Company’s Share Option Plan (the “Plan”), which represents .667% of the shares
of the Company including all outstanding shares, warrants, share options and
unallocated options as of the effective date of this letter. The option price
will reflect the fair market value of the stock on the date of grant as
determined by the Board of Directors, currently anticipated to be $0.21 per
share. Your stock option will vest over four years provided that you remain
employed with the Company. The vesting schedule will be 25% (1,110,036) at the
end of your first year of employment and the remaining 75% will vest monthly
thereafter for the remaining 3 years (1/36th per month). Your option will be
subject to the terms and conditions of the Plan, your option grant letter and
all related documents evidencing such option. You will be eligible to receive
additional future stock option grants and/or other equity arrangements as
determined in the discretion of the Board of Directors.






 









 











	 	 	 
	 

	 	Under separate cover you will receive a copy of the Alma Lasers Ltd. stock option plan.
	 
	 	 
	Obligations:

	 	You agree to the best of your ability and experience that you will at all times faithfully
perform all of the duties and obligations required of and from you, consistent
and commensurate with your position with the Company, pursuant to the terms
hereof and to the reasonable satisfaction of the Board of Directors. Your
duties and obligations shall be as set forth in the position description
previously furnished to you. During the term of your employment relationship
with the Company, you agree that you will devote all of your business time and
attention to the business of the Company, that the Company will be entitled to
all of the benefits and profits arising from or incident to your work services
and advice, that you will not render commercial or professional services of
any nature to any person or organization whether or not for compensation,
without the prior written consent of the Board of Directors and that you will
not directly or indirectly engage or participate in any business that is
competitive in any manner with the business of the Company as currently
conducted or proposed to be conducted, as a director, officer, advisor,
employee, consultant or contractor or in any other capacity with respect to
any such competitive business, or by making an investment in any such
competitive business. Nothing in this letter agreement will prevent you from
accepting speaking or presentation engagements in exchange for honoraria or,
subject to the prior written consent of the Board of Directors from serving on
boards of non-competitive organizations, or from owning no more than 1% of the
outstanding equity securities of a corporation whose stock is listed on a
national stock exchange or the NASDAQ National Market, provided that such
activities do not materially interfere with your obligations to the Company as
described above. You agree that you will comply with and be bound by the
Company’s operating policies, procedures and practices from time to time in
effect during the term of your employment relationship with the Company.
	 
	 	 
	Acceleration:

	 	In the event that there is a Change of Control (as defined below) of the Company,
then
the vesting of any stock options held by you at the time of such event shall
automatically be accelerated by 100% of the number of shares subject to the
option so that all such shares are vested and exercisable, immediately prior
to the consummation of such Change of Control.
	 
	 	 
	 

	 	For purposes of this letter, “Change of Control” means (1) a sale of
all or substantially all of the Company’s assets, or (2) any merger,
consolidation or other business combination transaction of the Company with
or into another corporation, entity or person, other than a transaction in
which the holders of at least a majority of the shares of voting capital
stock of the Company outstanding immediately prior to such transaction
continue to hold (either by such shares remaining outstanding or by their
being converted into shares of voting capital stock of the surviving entity)
a majority of the total voting power represented by the shares of voting
capital stock of the Company (or the surviving entity) outstanding
immediately after such transaction other than any transaction involving the
issuance of any newly issued equity securities solely for cash. An initial
public offering by Alma Lasers Ltd. does not constitute a Change of Control.
	 
	 	 
	Benefits:

	 	During your employment, you will be fully eligible for all benefits and perquisites
offered by the Company to senior executives of the Company from time to time,
subject to plan terms and generally applicable Company policies, including,
but not limited to benefits and severance arrangements pursuant to a Change
of Control event.






 









 











	 	 	 
	 

	 	Subject to change, the Company currently plans to include major group
medical, life insurance and other benefit programs. A full description of
these benefits is being sent to you under separate cover.
	 
	 	 
	Vacation Time:



	 	In addition to the Company’s annual holiday schedule, your vacation allowance will be 4 weeks.
	 
	 	 
	Location

	 	As you know, we will operate the enterprise from the Buffalo Grove, Illinois area.
Periodic trips to Company locations to include Israel will be necessary. You
will be reimbursed for normal and customary business travel in this regard.
	 
	 	 
	Termination:

	 	Your employment will continue until terminated by you or the Company in accordance
with the following:







	 	(a)	 	Without Cause Termination. If your
employment with the Company is terminated by the Company without Cause;
provided you sign a general release of claims with respect to the
Company or its successor; and you adhere to the Company’s Employment
Proprietary Information and Inventions Agreement (the “Inventions
Agreement Company Non Compete and Non Solicitation Agreement); the
obligations of the Company to you will be as follows:






	 	(i)	 	Severance Payment. You will be
awarded nine months salary continuation. If your employment terminates
as a result of your death or Disability (defined as a physical or
mental impairment which renders you unable to fulfill all of the
essential functions of your job for 180 consecutive days in any
calendar year), such termination shall be considered a termination
without cause under this Agreement. In the event of a Disability, the
payments due to you by the Company during the Severance Period will be
reduced by any payments made to you during the Severance Period under
any Company-paid disability insurance policy.
	 
	 	(ii)	 	Benefits. During the Severance
Period, the Company will treat you as an employee with regard to
continued health insurance coverage for you and your eligible
dependents. After the conclusion of the Severance Period, you and
your eligible dependents will be eligible for continued health
insurance coverage to the extent provided under the Consolidated
Omnibus Budget Reconciliation Act (“COBRA”).
	 
	 	(iii)	 	Options. Stock options will cease
vesting upon the date of Termination. According to the Plan, you will
have 90 days in which to exercise your vested options. The Company
will then have the option to purchase these shares at fair market
value as determined by the Board of Directors.
	 
	 	(iv)	 	Bonus. For the year in which
termination occurs, you will receive a prorated annual bonus. The
pro-rated bonus will be computed based on your actual achievement of
Company-designated milestones as of the date of termination and will
vary depending on the bonus level set for Company executives generally
by the Board of Directors. The bonus will be payable at the same time
that bonuses are paid to other senior executives of the Company.













 









 

















	 	(b)	 	For Cause Termination. If your employment with the
Company is terminated
by the Company for Cause, the obligations of the Company to you will
be as
follows:






	 	(i)	 	Compensation.
You will be entitled to receive your base salary through
the date of termination, including any accrued vacation to
that date.
	 
	 	(ii)	 	Benefits. Your
entitlement to benefits will cease, except as otherwise
required by the Company’s ERISA plans or by COBRA or any
similar law or regulation then in effect.
	 
	 	(iii)	 	Options. All
options, vested and unvested, will be cancelled, according to
the Plan.






	 	(c)	 	Accrued Obligations. Notwithstanding
the foregoing, upon your termination
from employment with the Company, you shall receive prompt payment of
the
following Accrued Obligations: (i) accrued and unpaid base salary to
your date
of termination, (ii) accrued but unpaid annual bonus for the calendar
year prior
to the calendar year during which termination occurs (except in the
event of a
termination by the Company for Cause), (iii) accrued but unpaid
vacation, (iv)
accrued but unpaid business expenses, (v) vested benefits
and benefit
continuation/conversion rights, to the extent permitted under the
Company’s
employee retirement and welfare benefit plans.
	 
	 	(d)	 	Definitions. For purposes of this
agreement, the following terms shall have the
following definitions:






	 	(i)	 	“Cause” shall mean: (i)
your commission of any act constituting financial dishonesty
against the Company (which act would be chargeable as a crime
under applicable law); (ii) your engaging in any other act of
dishonesty, fraud, intentional misrepresentation, moral
turpitude, illegality or harassment which, as determined in
good faith by the Board, would: (a) materially adversely
affect the business or the reputation of the Company with its
current or prospective customers, suppliers, lenders and/or
other third parties with whom the Company does or might do
business; or (b) expose the Company to a risk of civil or
criminal legal damages, liabilities or penalties; (iii) the
repeated failure by you to follow the lawful directives of
the Chief Executive Officer of the Company or the Board of
Directors; or (iv) any material misconduct, violation of the
Company’s policies, or willful and deliberate non-performance
of duty by you in connection with the business affairs of the
Company.





	 	 	 
	Non-Competition/
	 	 
	Non Solicitation:

	 	During the terms of your employment and for a period of nine (9) months thereafter,
you will not, directly or indirectly, for your own account or as an
employee, officer, director, partner, joint venture, shareholder, investor,
consultant or otherwise (except as an investor in a corporation who stock is
publicly traded and in which you hold less







 









 












	 	 	 
	 

	 	than five percent (5) of the outstanding shares) and without the prior
written consent of the Company, interest yourself in or engage in any
business or enterprise, anywhere in the world, that directly competes with
the business of the Company and/or its affiliates, that exists now or in the
future, or is based on similar technology to the technology that was
developed by the Company and/or its affiliates.
	 
	 	 
	 

	 	During the term of your employment and for a period of nine (9) months
thereafter, you shall not employ, directly or indirectly, an individual
employed by the Company and/or its affiliates during the six-month period
which preceded such date of termination.
	 
	 	 
	Other:

	 	You will abide by all Company policies and rules, especially its policy that prohibits any
new employee from using or bringing with them from any prior employer or any
other person or entity any confidential information, trade secrets or
proprietary materials or processes of that employer or other person or
entity.
	 
	 	 
	 

	 	Your employment at the Company is “At Will,” meaning it is not for a
specific term and can be terminated by you or by the Company at any time for
any reason, with or without cause. If your employment terminates for any
reason, you shall not be entitled to any payments, benefits, damages award
or compensation other than as expressly provided in the sections entitled
“Acceleration” and “Termination” set forth above.
	 
	 	 
	 

	 	This offer is contingent upon your executing the Company’s Employment
Proprietary Information and Inventions Agreement (the “Inventions
Agreement”), which agreement contains both non-competition and
non-solicitation provisions, and providing the Company with the legally
required proof of identity and authorization to work in the United States.
	 
	 	 
	 

	 	This offer is contingent on completion of a standard background check.
	 
	 	 
	 

	 	You hereby acknowledge that you are not a party to any agreement that in any
way prohibits or imposes any restrictions on your employment with the
Company, and your acceptance hereof will not breach any agreement to which
you are a party.
	 
	 	 
	 

	 	Any dispute arising hereunder or arising out of your employment or other
relations with the Company will be subject to binding arbitration by a single
arbitrator in Chicago, Illinois under the auspices of the American
Arbitration Association’s Commercial Arbitration Rules. This agreement shall
be governed, construed and enforced in accordance with the laws of the State
of Delaware without regard for the principles of conflict law. Once signed by
you, this letter will become a legally binding contract. It will constitute
our complete agreement, and will supersede all prior agreements, promises,
and discussion. This agreement may only be amended or modified in a
subsequent written document signed by a duly authorized representative of the
Company’s Board of Directors.
	 
	 	 
	 

	 	The Company shall indemnify you in accordance with any indemnification rights
to which you are entitled under the Company’s Certificate of Incorporation
and Bylaws, to the extent required by law, and to the limit of and to the
extent allowed by the Company’s Directors and Officers liability insurance
coverage.







 









 










	 	 	 
	 

	 	Tom, we truly feel that we have an exciting opportunity ahead of us and
we look forward to working together to make Alma Lasers Ltd. an even
more successful company. I hope you will look favorably upon this offer
and reply with your written acceptance. If, after reviewing this
information, you have any questions, please do not hesitate to call.






	 	 	 	 	 
	Sincerely,	 	 
	 
	 	 	 	 
	/s/ Howard V. Kelly	 	 
	 	 	 
	Howard V. Kelly	 	 
	Chief Executive Officer, Alma Lasers Ltd.	 	 
	 
	 	 	 	 
	Foregoing terms and conditions hereby accepted:	 	 






	 	 	 	 	 
	Signed:

	 	/s/ Thomas J. Hannon
 

Thomas J. Hannon	 	Date: 1/24/07