AMENDMENT NO. 1 TO KEY EMPLOYEE AGREEMENT
AMENDMENT NO. 1, by and among Palomar Medical Technologies, Inc., a
Delaware corporation (the "Company") and Joseph P. Caruso ("Employee"), dated of
June 8, 2000 (this "Amendment"), to Key Employee Agreement, dated as of as
January 1, 2000, between the Company and Employee.
W I T N E S S E T H :
WHEREAS, the Company and Employee are parties to a Key Employee Agreement
dated as of January 1, 2000 (the "Agreement");
WHEREAS, the Company and Employee wish to amend the Agreement upon the
terms and subject to the conditions set forth herein; and
NOW THEREFORE, in consideration of the premises and the covenants contained
in this Amendment and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Amendment. Section 2 of the Agreement ("Office and Duties") is amended
by deleting the first sentence thereof and replacing it in its entirety by the
following: "Executive shall have the usual duties, responsibilities and
authority (the "Executive's Authority") of a President and Chief Operating
Officer, and shall report to the Board of Directors of the Company, and shall
perform such specific other tasks, consistent with his position as President and
Chief Operating Officer, as may from time to time be reasonably assigned to him
by the Board of Directors.
2. Effectiveness. From and after the date hereof, all references in the
Agreement to the Agreement shall be deemed to be references to such Agreement as
amended hereby.
3. Agreement. Except as amended by this Amendment, the Agreement shall
remain in effect in accordance with its terms.
4. Miscellaneous. (a) This Amendment shall be construed and interpreted in
accordance with the laws of the Commonwealth of Massachusetts.
(b) This Amendment may be executed in any number of counterparts and by
different parties hereto on separate counterparts, each of which counterparts
when so executed and delivered, shall be deemed to be an original and all of
which counterparts, taken together, shall constitute but one and the same
instrument. This Amendment may be executed and delivered by a party by a
telephone line facsimile transmission bearing a signature on behalf of such
party transmitted by such party to the other party.
(c) Section and paragraph headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
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(d) Any provision of this Amendment that is prohibited, unenforceable or
not authorized in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition, unenforceability or
non-authorization without invalidating the remaining provisions hereof or
affecting the validity, enforceability or legality of such provision in any
other jurisdiction.
(e) No amendment or waiver of any provision of this Amendment shall in any
event be effective unless the same shall be in writing and signed by the party
to be charged with enforcement thereof and any such waiver shall be effective
only in the specific instance and for the specific instance and for the specific
purpose for which given. No failure on the part of any party to exercise, and no
delay in exercising, any right under this Amendment shall operate as a waiver
thereof by such party. No single or partial exercise of any right under this
Amendment shall preclude any other or further exercise thereof or the exercise
of any other right.
IN WITNESS WHEREOF, the parties hereto have executed, delivered and
made effective this Amendment as of June 8, 2000.
PALOMAR MEDICAL TECHNOLOGIES, INC.
/s/ Louis P. Valente
By:-------------------------------------
Name: Louis P. Valente
Title: Chief Executive Officer
/s/ Joseph P. Caruso
-----------------------
Joseph P. Caruso
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