SUCCESSORS AND ASSIGNS.
THIS LETTER AGREEMENT IS BINDING UPON AND
SHALL INURE TO THE BENEFIT OF THE PARTIES AND THEIR RESPECTIVE AGENTS, ASSIGNS,
HEIRS, EXECUTORS, SUCCESSORS AND ADMINISTRATORS.
11.
ENTIRE AGREEMENT, ACKNOWLEDGEMENTS AND GOVERNING LAW.
THIS LETTER
AGREEMENT, TOGETHER WITH THE NONCOMPETITION AGREEMENT, CONSTITUTES THE ENTIRE
AGREEMENT REGARDING THE TERMS AND CONDITIONS OF YOUR CONTINUED EMPLOYMENT WITH
THE COMPANY.
YOU ACKNOWLEDGE THAT THIS LETTER AGREEMENT, TOGETHER WITH THE
NONCOMPETITION AGREEMENT, SUPERSEDES ANY AND ALL PRIOR UNDERSTANDINGS, WHETHER
WRITTEN OR ORAL, RELATING TO THE TERMS OF YOUR EMPLOYMENT, INCLUDING WITHOUT
LIMITATION THE AMENDED KEY EMPLOYEE AGREEMENT BETWEEN YOU AND PLC SYSTEMS, INC.
DATED AS OF SEPTEMBER 8, 1994 AND AMENDED AS OF AUGUST 1, 1996 (THE "AMENDED KEY
EMPLOYEE AGREEMENT"), WHICH THE COMPANY AND YOU ACKNOWLEDGE IS HEREBY TERMINATED
BY MUTUAL AGREEMENT.
YOU FURTHER ACKNOWLEDGE THAT NO "CHANGE IN CONTROL," AS
THAT TERM IS DEFINED IN
EXHIBIT A TO THE AMENDED KEY EMPLOYEE AGREEMENT, OCCURRED AT ANY TIME, AND THAT
YOU ARE NOT ENTITLED TO RECEIVE ANY PAYMENT OR BENEFIT UNDER THE AMENDED KEY
EMPLOYEE AGREEMENT.
NOTWITHSTANDING ANY OF THE FOREGOING, HOWEVER, YOU
ACKNOWLEDGE AND REPRESENT THAT NOTHING IN THIS LETTER AGREEMENT IS TO BE
CONSTRUED AS RELEASING YOU FROM YOUR OBLIGATION TO REPAY, OR MODIFYING IN ANY
RESPECT ANY TERM OF, THE LOAN.
YOU REPRESENT AND FURTHER ACKNOWLEDGE THAT, AS
OF THE DATE YOU EXECUTE THIS LETTER AGREEMENT, YOU HAVE NO CLAIMS OF ANY KIND OR
NATURE AGAINST THE COMPANY AND/OR ANY OF ITS CURRENT OR FORMER OFFICERS,
DIRECTORS AND/OR EMPLOYEES ARISING OUT OF OR RELATING TO YOUR EMPLOYMENT WITH
THE COMPANY.
YOU FURTHER AGREE THAT ANY ACTION, DEMAND, CLAIM OR COUNTERCLAIM
CONCERNING ANY ASPECT OF YOUR EMPLOYMENT WITH OR SEPARATION FROM THE COMPANY
SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT
REGARD TO CONFLICTS OF LAW PRINCIPLES.
THIS LETTER AGREEMENT SHALL BE BINDING
UPON THE PARTIES AND MAY NOT BE ABANDONED, SUPPLEMENTED, CHANGED OR MODIFIED IN
ANY MANNER, ORALLY OR OTHERWISE, EXCEPT BY AN INSTRUMENT IN WRITING OF
CONCURRENT OR SUBSEQUENT DATE SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF THE
PARTIES HERETO.
IF THE TERMS OF THIS LETTER AGREEMENT ARE ACCEPTABLE TO YOU, PLEASE SIGN AND
RETURN THE COPY OF THIS LETTER AGREEMENT ENCLOSED FOR THAT PURPOSE, AS WELL AS
THE ENCLOSED NONCOMPETITION AGREEMENT, NO LATER THAN OCTOBER 28, 2003.
IF YOU
DO NOT RETURN BOTH SIGNED DOCUMENTS BY OCTOBER 28, 2003, THE OFFER OF CONTINUED
EMPLOYMENT UNDER THE TERMS SET FORTH IN THIS LETTER AGREEMENT WILL EXPIRE.
SINCERELY,
PLC MEDICAL SYSTEMS, INC.
BY:
/S/ EDWARD H. PENDERGAST
TITLE:
CHAIRMAN
THE FOREGOING CORRECTLY SETS FORTH THE TERMS OF MY CONTINUED EMPLOYMENT WITH PLC
MEDICAL SYSTEMS, INC.
I AM NOT RELYING ON ANY REPRESENTATIONS OTHER THAN AS SET
OUT IN THE LETTER AGREEMENT ABOVE.
I HAVE BEEN GIVEN A REASONABLE AMOUNT OF
TIME TO CONSIDER THIS LETTER AGREEMENT AND TO CONSULT AN ATTORNEY AND/OR ADVISOR
OF MY CHOOSING.
I HAVE CAREFULLY READ THIS LETTER AGREEMENT, UNDERSTAND THE
CONTENTS HEREIN, FREELY AND VOLUNTARILY ASSENT TO ALL