COMPANY OR BUSINESS ORGANIZATION IN WHICH
THE EMPLOYEE IS AN OFFICER OF DIRECTOR OR WHICH IS DIRECTLY OR INDIRECTLY
CONTROLLED BY THE EMPLOYEE, TO EMPLOY OR IN ANY MANNER SEEK TO INDUCE ANY SUCH
PERSON TO LEAVE HIS OR HER EMPLOYMENT WITH THE COMPANY.
C.
IRREPARABLE HARM.
THE EMPLOYEE AGREES THAT THE BREACH OF THIS
PROVISION BY THE EMPLOYEE WILL CAUSE IRREPARABLE DAMAGE TO THE COMPANY AND THAT
IN THE EVENT OF SUCH BREACH THE COMPANY SHALL HAVE, IN ADDITION TO ANY AND ALL
REMEDIES OF LAW, THE RIGHT TO AN INJUNCTION, SPECIFIC PERFORMANCE OR OTHER
EQUITABLE RELIEF TO PREVENT THE VIOLATION OF THE EMPLOYEE'S OBLIGATIONS
HEREUNDER.
3
D.
SURVIVAL.
THE EMPLOYEE HEREBY AGREES AND UNDERSTANDS THAT THE
EMPLOYEE'S OBLIGATIONS UNDER THIS AGREEMENT SHALL SURVIVE THE TERMINATION OF THE
EMPLOYEE'S EMPLOYMENT REGARDLESS OF THE MANNER OF SUCH TERMINATION AND SHALL BE
BINDING UPON THE EMPLOYEE'S HEIRS, EXECUTORS, ADMINISTRATORS AND LEGAL
REPRESENTATIVES.
5.
INVENTION DISCLOSURE AND CONFIDENTIALITY AGREEMENT.
THE EMPLOYEE
ACKNOWLEDGES THAT HE ENTERED INTO THE INVENTION DISCLOSURE AND CONFIDENTIALITY
AGREEMENT IN THE FORM ATTACHED HERETO AS APPENDIX A EFFECTIVE AS OF APRIL 10,
1989, AND THAT SUCH AGREEMENT IS BINDING UPON HIM AND REMAINS IN FULL FORCE AND
EFFECT.
6.
SUCCESSOR TO EMPLOYEE.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE
ENFORCEABLE BY THE EMPLOYEE'S PERSONAL OR LEGAL REPRESENTATIVES, EXECUTORS,
ADMINISTRATORS, SUCCESSORS, HEIRS, DISTRIBUTEES, DEVISEES AND LEGATEES.
IF THE
EMPLOYEE SHOULD DIE WHILE ANY AMOUNT WOULD STILL BE PAYABLE TO THE EMPLOYEE OR
HIS FAMILY HEREUNDER IF THE EMPLOYEE HAD CONTINUED TO LIVE, ALL SUCH AMOUNTS,
UNLESS OTHERWISE PROVIDED HEREIN, SHALL BE PAID IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT TO THE EXECUTORS, PERSONAL REPRESENTATIVES OR ADMINISTRATORS OF
THE EMPLOYEE'S ESTATE.
7.
GENERAL PROVISIONS.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS.
THIS AGREEMENT
AND THE INVENTION DISCLOSURE AND CONFIDENTIALITY AGREEMENT CONSTITUTE THE ENTIRE
AGREEMENT BETWEEN THE PARTIES CONCERNING THE SUBJECT MATTER HEREOF AND SUPERSEDE
ANY PRIOR NEGOTIATIONS, UNDERSTANDINGS OR AGREEMENTS CONCERNING THE SUBJECT
MATTER HEREOF AND THEREOF, WHETHER ORAL OR WRITTEN, INCLUDING THE AGREEMENTS
BETWEEN THE EMPLOYEE AND THE COMPANY DATED APRIL 10, 1989, AUGUST 4, 1994, THE
LETTER AGREEMENT BETWEEN THE EMPLOYEE AND THE COMPANY DATED SEPTEMBER 12, 1996,
MARCH 10, 1999, AND APRIL 5, 2007.
NOTWITHSTANDING THE FOREGOING, THIS
AGREEMENT SHALL NOT AFFECT THE EXECUTIVE'S RIGHTS UNDER THE CANDELA CORPORATION
EXECUTIVE RETENTION AGREEMENT DATED [
], 2007, AS MAY BE AMENDED FROM
TIME TO TIME (THE "RETENTION AGREEMENT").
EXCEPT AS PROVIDED IN
SECTION 4.2(B) OF THE RETENTION AGREEMENT, THE EXECUTIVE SHALL IN NO EVENT BE
ENTITLED TO RECEIVE SEVERANCE PAYMENTS OR BENEFITS UNDER THIS AGREEMENT IF HE IS
ENTITLED TO RECEIVE SEVERANCE PAYMENTS OR BENEFITS UNDER THE RETENTION
AGREEMENT.
THIS AGREEMENT MAY BE MODIFIED, AND THE RIGHTS AND REMEDIES OF ANY
PROVISION HEREOF MAY BE WAIVED, ONLY IN WRITING, SIGNED BY BOTH THE COMPANY AND
THE EMPLOYEE.
THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OF THIS
AGREEMENT SHALL NOT AFFECT THE OTHER PROVISIONS