Exhibit 10.2
**Employment Agreement between Uroplasty, Inc. and Daniel G. Holman dated January 1, 2005**
**EMPLOYMENT AND CONSULTING AGREEMENT**
     **THIS EMPLOYMENT AND CONSULTING AGREEMENT**(the “Agreement”) is made and entered into by andbetween Uroplasty, Inc., a Minnesota corporation (“the Company”), and Daniel G. Holman (the“Executive”) effective as of the 1st day of January, 2005.
**R E C I T A L S :**
     **WHEREAS**, Uroplasty manufactures and currently markets outside of the United States a family ofinjectable implant products used for soft-tissue augmentation for specific indications in urology,urogynecology, colon and rectal, otolaryngology and plastic surgery markets; and
     **WHEREAS**, the Company and the Executive desire to set forth in this Agreement the terms underwhich Executive will serve as Chairman of the Company as an employee during the first year, and asa part-time consultant to the Company during the second year, of this Agreement;
     **NOW, THEREFORE**, the parties hereto agree as follows:
1. **Employment and Consulting; Duties**. During the first year of the Term (as definedbelow), the Company hereby agrees to employ the Executive, and the Executive hereby accepts theCompany’s offer to serve, as Chairman of the Company. As such, the Executive shall assist the newPresident and Chief Executive Officer with strategic planning, senior management organizationalissues, board leadership and such other matters as reasonably requested. The Executive agrees todevote the Executive’s full business time, attention and efforts to promote and further thebusiness of the Company. The Executive will faithfully adhere to, execute and fulfill all policiesestablished by the Company’s President and Chief Executive Officer and the Board of Directors.
     During the second year of the Term, the Executive agrees to serve as a part-time consultant tothe Company with the continuing title of Chairman. In such capacity, the Executive will not berequired to devote more than 10 hours per week to such services as the Company may reasonablyrequest to promote and further the business of the Company. In the Executive’s consultingcapacity, the Executive will report directly to the Company’s President and Chief ExecutiveOfficer.
     The Executive also agrees to continue service as a director of the Company until theExecutive’s successor is duly elected and qualified or until the Executive’s earlier resignation,removal or death.
     The Executive will not, during the Term hereunder, be engaged in any other business activitypursued for gain, profit or other pecuniary advantage if such activity interferes with theExecutive’s duties and responsibilities hereunder. The foregoing limitations will not be construedto prohibit the Executive from making personal investments in such form or manner as will neitherrequire the Executive’s services in the operation or affairs of the companies or enterprises inwhich such investments are made nor violate the terms of Section 4 hereof.
2. **Employment and Consulting Compensation**. For all services rendered by the Executive aseither an employee or consultant on and after the date hereof, the Company will compensate theExecutive as follows:
     (a) **Employee Base Salary**. Commencing on the date hereof, and during the first year ofthe Term, the base salary payable to the Executive shall be $239,000 per year, payable on a regularbasis in accordance with the Company’s standard payroll procedures but not less than semi-monthly.
     (b) **Consulting Fees**. During the second year of the Term, the consulting fee payableto the Executive shall be $100,000 per year, payable in monthly increments on the first day of eachmonth. The Company will not withhold income taxes from the consulting payments, and the Executivewill be solely responsible for payment of all relevant income taxes.
     (c) **Special Excise Tax Reimbursement Bonus**. In the event that the vesting of stockoptions upon a “Change of Control” as described in Section 3(b) below results in the imposition ofa federal excise tax on the Executive pursuant to Section 4999 of the Internal Revenue Code of1986, as amended (the “Code”), the Company will reimburse the Executive (the “Excise Tax Bonus”)for the amount of such federal excise tax (but not any interest or penalties thereon) paid by the
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Executive. The Excise Tax Bonus is payable within 15 days after the Company’s receipt ofwritten evidence from the Executive as to the payment of the federal excise tax. However, noExcise Tax Bonus is payable unless and until the Company raises a minimum of $5.0 million from thesale of its equity securities after the date of this Agreement.
     (d) **Executive Perquisites, Benefits and Other Compensation**. Commencing on the datehereof, the Executive shall be entitled to receive additional employment and consulting benefitsand compensation from the Company in such form and to such extent as specified below:
          (i) Payment of premiums for coverage for the Executive and the Executive’s dependent familymembers under health, hospitalization, disability, dental, life and other insurance plans that theCompany may have in effect from time to time, at the levels, and with the co-payments, asestablished by the Company under such plans.
          (ii) If, despite the Executive’s consulting work during the second year of the Term, thecessation of the Executive’s employment at the end of the first year of the Term terminates theExecutive’s eligibility under the Company’s health insurance plans, the Executive and his or hereligible family members shall, at the Company’s expense (which may be by direct payment orreimbursement of premium payments made by the Executive), be entitled to health insurancecontinuation coverage (“COBRA Coverage”) pursuant to Section 4980B of the Code, Sections 601-608 ofthe Employee Retirement Income Security Act of 1974, as amended and under any other applicable law,to the extent required by such laws. However, if the Executive becomes re-employed with anotheremployer and is eligible to receive any health insurance benefits under another employer’s plans,the Company’s obligations under this Section 3(b) shall terminate.
          (iii) Reimbursement for all business travel and other out-of-pocket expenses reasonablyincurred by the Executive in the performance of the Executive’s services pursuant to thisAgreement. All reimbursable expenses shall be appropriately documented in reasonable detail by theExecutive upon submission of any request for reimbursement, and in a format and manner consistentwith the Company’s expense reporting policy.
          (iv) Paid vacation during the first year of the Term in accordance with the Company’s policyfor the Executive in effect immediately prior to the date hereof. The Executive is responsible forallocating vacation time out of the Executive’s own time during the second year of the Term andwill receive no paid vacation time during such year.
3. **Stock Options**. The Company hereby grants to the Executive options (the “Options”), toacquire 100,000 shares of the Company’s Common Stock, par value $.01 per share (the “CommonStock”), at an exercise price per share (the “Exercise Price”) equal to the average of the closingprices of the Company’s Common Stock on the OTC Bulletin Board as reported by bigcharts.com for the30 trading days immediately preceding the date that the Company publicly files a report on Form 8-Kannouncing the signing of this Agreement and the Executive’s employment hereunder. The Options arenot pursuant to the Company’s 1995, 1997 or 2002 Stock Option Plans. The Options will not betreated as “incentive options” within the meaning of Section 422 of the Code.
     (a) **Anti-Dilution Adjustments**. The Options are subject to adjustment as provided inthis subsection (a).
          (i) **Exercise Price Adjustments**. The Exercise Price shall be adjusted from time totime such that in case the Company shall hereafter:
               (A) pay any dividends on any class of stock of the Company payable in Common Stock orsecurities convertible into Common Stock;
               (B) subdivide its then outstanding shares of Common Stock into a greater number of shares; or
               (C) combine outstanding shares of Common Stock, by reclassification or otherwise;
then, in any such event, the Exercise Price in effect immediately prior to such event shall (untiladjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated tothe nearest full cent) determined by dividing (A) the number of shares of Common Stock outstandingimmediately prior to such event, multiplied by the then existing Exercise Price, by (B) the totalnumber of shares of Common Stock outstanding immediately after such event (including in each casethe maximum number of shares of Common Stock issuable in respect of any securities convertible intoCommon Stock), and the resulting quotient shall be the adjusted Exercise Price per share. Anadjustment made pursuant to this subsection shall become effective immediately after the recorddate in the case of a dividend or distribution and shall become effective immediately after theeffective date in the case of a subdivision, combination or reclassification. If, as a result ofan
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adjustment made pursuant to this subsection, the Executive shall become entitled to receive sharesof two or more classes of capital stock or shares of Common Stock and other capital stock of theCompany, the Board of Directors (whose determination shall be conclusive) shall determine theallocation of the adjusted Exercise Price between or among shares of such classes of capital stockor shares of Common Stock and other capital stock. All calculations under this subsection shall bemade to the nearest cent or to the nearest 1/100 of a share, as the case may be. In the event thatat any time as a result of an adjustment made pursuant to this subsection, the Executive shallbecome entitled to receive any shares of the Company other than shares of Common Stock, thereafterthe Exercise Price of such other shares so receivable upon exercise of any Options shall be subjectto adjustment from time to time in a manner and on terms as nearly equivalent as practicable to theprovisions with respect to Common Stock contained in this subsection.
          (ii) **Share Adjustments**. Upon each adjustment of the Exercise Price pursuant tosubsection (a)(i) above, the Executive shall thereafter (until another such adjustment) be entitledto purchase at the adjusted Exercise Price the number of shares, calculated to the nearest fullshare, obtained by multiplying the number of shares covered by the Options (as adjusted as a resultof all adjustments in the Exercise Price in effect prior to such adjustment) by the Exercise Pricein effect prior to such adjustment and dividing the product so obtained by the adjusted ExercisePrice.
          (iii) **Reorganization Events**. In case of any consolidation or merger to which theCompany is a party other than a merger or consolidation in which the Company is the continuingcorporation, or in case of any sale or conveyance to another corporation of the property of theCompany as an entirety or substantially as an entirety, or in the case of any statutory exchange ofsecurities with another corporation (including any exchange effected in connection with a merger ofa third corporation into the Company), there shall be no adjustment under subsection (a)(i) above;but the Executive shall have the right thereafter to convert the Options into the kind and amountof shares of stock and other securities and property which the Executive would have owned or havebeen entitled to receive immediately after such consolidation, merger, statutory exchange, sale orconveyance had the Options been converted immediately prior to the effective date of suchconsolidation, merger, statutory exchange, sale or conveyance and, in any such case, if necessary,appropriate adjustment shall be made in the application of the provisions set forth in thissubsection with respect to the rights and interests thereafter of the Executive, to the end thatthe provisions set forth in this subsection shall thereafter correspondingly be made applicable, asnearly as may reasonably be, in relation to any shares of stock and other securities and propertythereafter deliverable on the exercise of the Options. The provisions of this subsection shallsimilarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances.
          (iv) **Notice of Adjustments**. Upon any adjustment of the Exercise Price, then and ineach such case, the Company shall give written notice thereof, by first-class mail, postageprepaid, addressed to the Executive, which notice shall state the Exercise Price resulting fromsuch adjustment and the increase or decrease, if any, in the number of shares of Common Stockpurchasable at such price upon the exercise of the Options, setting forth in reasonable detail themethod of calculation and the facts upon which such calculation is based.
     (b) **Vesting; Change of Control**. Notwithstanding anything else, the Executive mayexercise the Options only to the extent that the Executive is vested in them. Vested Options willbe exercisable for ten (10) years from the date hereof. The Options will vest in an installment of50% on the date of this Agreement and in installments of 25% on each of the first and secondanniversaries of the date hereof; provided, however, that the Executive must continue in theemploy of, as a consultant to or as a member of the Board of Directors of, the Company through theapplicable anniversary date in order to vest in the Options for such anniversary date. Despite theforegoing, the Options will fully vest upon a “Change of Control,” which will be deemed to occur asof the first day after the date hereof that any one or more of the following conditions issatisfied (the “Change of Control Date”):
          (i) any person or entity, or group of persons or entities acting together, other than theCompany or an employee benefit plan of the Company, acquires directly or indirectly the beneficialownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended)of any voting security of the Company and, immediately after such acquisition, such person, entityor group is, directly or indirectly, the beneficial owner of voting securities representing amajority of the total voting power of all of the then-outstanding voting securities of the Companyand has a larger percentage of voting securities of the Company than any other person, entity orgroup holding voting securities of the Company;
          (ii) the following individuals no longer constitute a majority of the members of the Board:(A) Sam B. Humphries, Joel R. Pitlor, Thomas E. Jamison, R. Patrick Maxwell and the Executive (the“Original Directors”); (B) the individuals who thereafter are elected to the Company’s Board ofDirectors and whose election, or nomination for election, to the Board of Directors was approved bya vote of at least a majority of the Original Directors then still in office (such directorsbecoming “Additional Original Directors” immediately following their election); and (C) theindividuals who are elected to the Board of Directors and whose election, or nomination forelection, to the Board of Directors was approved by a
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vote of at least a majority of the Original Directors and Additional Original Directors thenstill in office (such directors also becoming “Additional Original Directors” immediately followingtheir election);
          (iii) the stockholders of the Company approve a merger, consolidation, recapitalization orreorganization of the Company, or a reverse stock split of outstanding voting securities, otherthan any such transaction which results in at least a majority of the total voting powerrepresented by the voting securities of the surviving entity outstanding immediately after suchtransaction being beneficially owned by at least a majority of the holders of outstanding votingsecurities of the Company immediately prior to the transaction, with the voting power of each suchcontinuing holder relative to other such continuing holders not substantially altered in thetransaction; or
          (iv) the stockholders of the Company approve a plan of complete liquidation of the Company oran agreement for the sale or disposition by the Company of all or a substantial portion of theCompany’s assets (i.e., 50% or more of the total assets of the Company).
     However, no “Change in Control” will be deemed to have occurred with respect to Executive ifExecutive is part of a purchasing group which consummates the Change in Control transaction. TheExecutive will be deemed “part of a purchasing group” for purposes of the preceding sentence if theExecutive is an equity participant in the purchasing company or group except for (i) passiveownership of less than three percent (3%) of the stock of the purchasing company or (ii) ownershipof an equity participation in the purchasing company or group which is otherwise not significant,as determined prior to the Change in Control by a majority of the Original and Additional OriginalDirectors.
     (c) **Payment of Exercise Price; Cashless Exercise**. The Executive may exercise theOptions by cash payment (including by check or wire transfer). In the alternative, the Executivemay exercise the Options by instructing the Company to withhold from the shares of Common Stockotherwise to be issued upon the exercise of the Options a number of whole or fractional shares ofCommon Stock equal to the number of shares for which the Options are being exercised (including anyOptions to be surrendered) multiplied by the Exercise Price per share, and then divided by the“Market Price” (as defined below) of a share of Common Stock as of the close of business on thedate of exercise (a “Cashless Exercise”). The Company may condition the Cashless Exercise upon theExecutive’s payment of any required withholding taxes.
     The term “Market Price” with respect to shares of Common Stock of any class or series meansthe last reported sale price or, if none, the average of the last reported closing bid and askedprices on any national or regional securities exchange or quoted in the National Association ofSecurities Dealers, Inc.’s Automated Quotations System (“Nasdaq”), or if not listed on a nationalor regional securities exchange or quoted in Nasdaq, the closing price as reported by bigcharts.com(or if this service is discontinued, such other reporting service acceptable to the Executive), orif no quotations in such Common Stock are available, the fair market value of the shares asdetermined in good faith by the Board of Directors of the Company.
     (d) **Subscription Representations; Transfer Restrictions**. The Executive understandsthat the Options, and the shares of Common Stock issuable upon their exercise, are and will be“restricted securities” within the meaning of the Securities Act of 1933, as amended (the “Act”).Accordingly, even if the Executive is fully vested in the Options, the Executive may never be ableto resell the underlying shares for a profit, or at all. In any event, the Executive will be ableto resell or otherwise transfer the underlying shares only if the sale or other transfer isregistered under the Act and applicable state securities laws or there is an available exemptionfrom this registration. The Executive confirms that Executive can bear the loss of Executive’sentire investment in the Company.
     The Executive agrees and acknowledges that (i) none of the Options may be sold, transferred,pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws ofdecent and distribution and then only to Executive’s spouse and/or children (or a trust for theirbenefit) and (ii) the vested Options may be exercised during the Executive’s lifetime only by theExecutive or the Executive’s legal representative.
     (e) **Lock-Up Agreement**. The Executive agrees that, in the event of each future publicoffering of the Company’s equity securities (an “Offering”), the Executive will agree to suchrestrictions on the resale of any shares of the Company’s Common Stock (including the sharesunderlying the Options) then beneficially owned by Executive as requested by the managingunderwriter or underwriters of the Offering; provided, however, that such restrictions run nolonger than the period of resale restriction imposed by such underwriters on the Company’s otherexecutive officers and directors. The Executive agrees not to sell or otherwise transfer(including upon death) any of the shares underlying the Options, or any other shares beneficiallyowned by the Executive, unless the purchaser or recipient agrees in writing to be bound by theforegoing lock-up agreement.
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     (f) **Stock Certificate Restrictions**. The Executive acknowledges that the Company willplace a restrictive legend on any certificate representing the shares underlying the Options, and a“stop transfer order” with any transfer agent of the Company’s securities, barring the sale orother transfer of such shares without registration under the Act or an exemption therefrom, andnoting the existence of the lock-up agreement above.
     (g) **Registration of Shares Underlying the Options**. Notwithstanding the aboveprovisions, the Company shall use its best efforts, at its expense, to register the issuance orresale of the shares underlying the Options on Form S-8 under the Act and under applicable statesecurities laws, and to maintain the effectiveness of the Form S-8 registration statement duringthe Term of this Agreement and for two years thereafter.
4. **Non-Competition and Non-Solicitation**.
     (a) **Basic Terms**. The Executive will not, during the period of the Executive’semployment with, or consulting to, the Company and for a period of one (1) year immediatelyfollowing the termination of the Executive’s employment or consulting arrangements under thisAgreement, for any reason whatsoever, directly or indirectly, for the Executive or on behalf of orin conjunction with any other person, persons, entity, company, business, partnership, corporation,limited liability company or limited liability partnership of whatever nature:
     (i) engage, as an officer, director, shareholder, owner, partner, joint venturer or in amanagerial capacity, whether as an employee, independent contractor, consultant or advisor or as asales representative, in any business in competition with the Company anywhere worldwide (the“Territory”);
     (ii) call upon or solicit any person who is at that time within the Territory an employee ofthe Company for the purpose or with the intent of enticing such employee away from or out of theemploy of the Company;
     (iii) call upon or solicit any person or entity which is, at that time, or which has been,within one (1) year prior to that time, a customer or prospective customer (such prospective statusbeing determined by whether the Company within the prior year solicited such person or entity’sbusiness) of the Company within the Territory for the purpose of selling products or services incompetition with the Company within the Territory; or
     (iv) call upon or solicit any prospective acquisition candidate, on the Executive’s own behalfor on behalf of any competitor, which candidate was, to the Executive’s actual knowledge after dueinquiry, either called upon by the Company or for which the Company made an acquisition analysis,for the purpose of acquiring such entity or its assets.
     Notwithstanding the above, the Executive may acquire as a passive investment not more than twopercent (2%) of the capital stock of a competing business, whose stock is traded on a nationalsecurities exchange or over-the-counter.
     (b) **Equitable Relief**. Because of the difficulty of measuring economic losses to theCompany as a result of a breach of the foregoing covenants, and because of the immediate andirreparable damage that could be caused to the Company for which it would have no other adequateremedy, the Executive agrees that the foregoing covenants may be enforced by the Company in theevent of breach by the Executive by injunctions and restraining orders.
     (c) **Severability and/or Reformation**. The covenants in this Section 4 are severableand separate, and the unenforceability of any specific covenant shall not affect the provisions ofany other covenant. Moreover, in the event any court of competent jurisdiction determines that thescope, time or territorial restrictions set forth are unreasonable, then it is the intention of theparties that such restrictions be enforced to the fullest extent which the court deems reasonable,and the Agreement shall be reformed in accordance therewith.
     (d) **Independently Enforceable**. All of the covenants in this Section 4 shall beconstrued as an agreement independent of any other provision in this Agreement, and the existenceof any claim or cause of action of the Executive against the Company, whether predicated on thisAgreement or otherwise, shall not constitute a defense to the enforcement by the Company of suchcovenants. It is specifically agreed that the period of one (1) year following termination ofemployment stated at the beginning of this Section 4, during which the agreements and covenants ofthe Executive made in this Section 4 shall be effective, shall be computed by excluding from suchcomputation any time during which the Executive is in violation of any provision of this Section 4.
5. **Term; Termination; Rights on Termination**.
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     Subject to earlier termination as provided below, the term of Executive’s employment underthis Agreement begins on the date hereof and continues for one (1) year. Thereafter, and subjectto earlier termination as provided below, the term of Executive’s consulting arrangement under thisAgreement continues for an additional year. As used herein, the word “Term” means the two-yearperiod covering the Executive’s employment and consulting services. This Agreement and theExecutive’s employment or consulting services may be terminated in any one of the following ways:
     (a) **Death**. The Executive’s death will immediately terminate this Agreement. TheCompany will pay the Executive’s estate any of Executive’s accrued base salary or consulting feesthrough the date of termination and reimbursement of expenses.
     (b) **Disability**. If, as a result of incapacity due to physical or mental illness orinjury, as reasonably determined by the Executive’s physician, the Executive is absent from theExecutive’s full-time duties hereunder during the first year of the Term, or the Executive’spart-time duties hereunder during the second year of the Term, for four (4) consecutive months,then thirty (30) days after receiving written notice (which notice may occur before or after theend of such four (4) month period, but which will not be effective earlier than the last day ofsuch four (4) month period), the Company may terminate the Executive’s employment or consultingservices hereunder; provided that the Executive is unable to resume the Executive’s full-time orpart-time duties, as applicable, at the conclusion of such notice period. The Company will pay theExecutive any of the Executive’s accrued base salary or consulting fees through the date oftermination and reimbursement of expenses.
     (c) **Good Cause**. The Company may terminate this Agreement ten (10) days afterdelivery of written notice to the Executive for “good cause,” which is (i) the Executive’s willful,material and irreparable breach of this Agreement; (ii) the Executive’s gross negligence in theperformance or intentional nonperformance (continuing for thirty (30) days after receipt of writtennotice of need to cure) of any of the Executive’s material duties and responsibilities under thisAgreement; (iii) the Executive’s willful dishonesty, fraud or misconduct with respect to thebusiness or affairs of the Company which materially and adversely affects the operations orreputation of the Company; or (iv) the Executive’s conviction of a felony crime which materiallyand adversely affects the operations or reputation of the Company. Upon any termination for goodcause, the Executive will receive no severance compensation other than base salary or consultingfees accrued through the date of termination and reimbursement of expenses.
     (d) **Without Good Cause**. At any time, either the Executive or the Company mayterminate this Agreement and the Executive’s employment or consulting services, effective thirty(30) days after written notice is provided to the other. If during the Term, (i) the Companyterminates the Executive’s employment or consulting services without good cause, (ii) the Executivevoluntarily terminates employment with the Company as a result of the Company’s imposition ofmaterial and adverse changes, without the Executive’s consent, in the Executive’s principal dutiesor (iii) the Executive voluntarily terminates employment after the Company moves its principalexecutive offices more than 100 miles from its current location without the Executive’s consent,the Executive will receive from the Company any base salary or consulting fees accrued through thedate of termination and reimbursement of expenses. In addition, in any of these threecircumstances, and conditioned on the Executive’s continuing compliance with the other provisionsof this Agreement, including Section 4 above, the Company shall pay the Executive, as severancepay, an aggregate amount equal to the sum of the annual base salary and consulting fees payableduring the balance of the Term had this Agreement not been terminated. The severance payments willbe subject to customary tax withholdings, as applicable, and will be payable in equal monthlyinstallments on the first day of each month during the first year after the date of termination.
6. **Return of Company Property**. All records, designs, tradenames and trademarks, servicenames and service marks, patents, business plans, financial statements, manuals, memoranda,customer and other lists and other property delivered to or compiled by the Executive by or onbehalf of the Company, or its representatives, vendors or customers which pertain to the businessof the Company are and will remain the property of the Company, and be subject at all times to itsdiscretion and control. Likewise, all correspondence, reports, records, charts, advertising andmarketing materials and other similar data pertaining to the business, activities or future plansof the Company which is collected by or in the possession of the Executive shall be deliveredpromptly to the Company without request by it upon termination of the Executive’s employment orconsulting services.
7. **Inventions**. The Executive will disclose promptly to the Company any and all significantconceptions and ideas for inventions, improvements and valuable discoveries, whether patentable ornot, which are conceived or made by the Executive, solely or jointly with another, during theperiod of employment or consulting, and which are directly related to the business or activities ofthe Company and which the Executive conceives as a result of the Executive’s employment by orconsulting with the Company. The Executive hereby assigns and agrees to assign all of theExecutive’s interests therein to the Company or its nominee. Whenever requested to do so by theCompany, the Executive will execute any and all
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applications, assignments or other instruments that the Company shall deem necessary to apply forand obtain letters patent of the United States or any foreign country or to otherwise protect theCompany’s interest therein. Nothing in this Agreement shall apply to an invention for which noequipment, supplies, facility or trade secret information of the Company was used and which wasdeveloped entirely on the Executive’s own time and (i) which does not relate (a) directly to thebusiness of the Company or (b) to the Company’s actual or demonstrably anticipated research ordevelopment or (ii) which does not result from any work performed by the Executive for the Company.
8. **Trade Secrets**. The Executive will not, other than as required by court order, during orafter employment with the Company, disclose the confidential terms of the Company’s relationshipsor agreements with its significant vendors or customers or any other significant and material tradesecret of the Company to any person, firm, partnership, corporation or business for any reason orpurpose whatsoever.
9. **Complete Agreement**. This Agreement supersedes any other agreements or understandings,written or oral, between the Company and the Executive, and the Executive has no oralrepresentations, understandings or agreements with the Company or any of its officers, directors,employees or representatives covering the same subject matter as this Agreement. This document isthe final, complete and exclusive statement and expression of the agreement between the Company andthe Executive and of all the terms of this Agreement, and it cannot be varied, contradicted orsupplemented by evidence of any prior or contemporaneous oral or written agreements. This documentmay not be later modified except by a written instrument signed by a duly authorized officer of theCompany and the Executive, and no term of this Agreement may be waived except by a writteninstrument signed by the party waiving the benefit of such term.
10. **Notice**. Whenever any notice is required hereunder, it shall be given in writingaddressed as follows:   To the Company: Uroplasty, Inc. 2718 Summer Street N.E. Minneapolis, Minnesota 55413 Attention: Sam B. Humphries, President and Chief Executive Officer   To the Executive: Daniel G. Holman 15512 Boulder Pointe Road