EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into
this April 6th day of
2009, by and between OptimizeRx Corporation, a Nevada Company, hereinafter
referred to as “Employer” and Xxxxx Xxxxxx, hereinafter referred to as the
“Employee”.
Recitals
The Employer is engaged in the business
of internet marketing, sales, and product promotion, and desires the Employee as
Chief Executive Officer
IT IS THEREFORE AGREED:
Term of
Employment
1. The
Employer hereby employs the Employee and the Employee hereby accepts employment
with the Employer beginning on the 6th day of
April 2009.
Duties of
Employee
2. AS CEO,
you are responsible for the overall planning and execution of the company,
including directing management to reach the corporate goals and objectives as
outlined by the board. See Appendix A: CEO Job Description
for further details of overall responsibilities.
Change in
Duties
(c) The principal duties of the
Employee, as specified in Paragraph 2 of this Agreement, may be changed at any
time by the mutual consent of the Employer and the
Employee. Notwithstanding any such change, the employment of the
Employee shall be construed as continuing under this Agreement as
modified.
Effect of
Disability
(d) If the Employee at any
time during the term of this Agreement should be unable to perform his duties
under this Agreement because of
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Personal injury, illness, or any other
cause, the Employer may assign the Employee to other duties, and the
compensation to be paid thereafter to the Employee shall be determined by the
Employer in its sole discretion. If the Employee is unwilling to
accept the modification in duties and compensation made by the Employer, or if
the Employee’s inability to perform is of such extent as to make a modification
of duties hereunder not feasible, this Agreement shall terminate within 90
days.
Place of
Performance
3. At the
commencement of this employment, the Employee shall perform his duties at the
office of the Employer located at 000 Xxxxx Xxxxxx, Xxxxxxxxx,
XX 00000. However, at any time deemed necessary or
advisable by the Employer for business purposes, the Employee shall work at such
other place or places as may be determined by the Employer.
Hours of
Employment
4. The
Employee shall work 8+ hours daily during the periods to be designated by the
Employer and 5 days each week, for a total of 40+ hours per week actually
devoted to the business of the Employer.
Engaging in Other
Employment
5. The
Employee shall devote his entire productive time, ability, and attention during
the normal business hours to the business of Employer. The Employee
shall not, during the term of this Agreement, directly or indirectly, render any
services of a business, commercial, or a professional nature, whether for
compensation or otherwise, to any person or organization which competes,
directly, or indirectly, with the business of the employer, without the prior
written consent of the Employer.
Compensation
6. As
compensation for services rendered under this Agreement, the Employee shall be
entitled to receive from the Employer a salary of $150,000 per year, payable in
semi-monthly installments in which such payment becomes due, prorated for any
partial employment period. In addition, Xxxxx Xxxxxx is eligible for
additional quarterly and annual bonus compensation, stock options and stock
grants based on performance metrics outlined by the board of
directors. This includes stock options of 500,000 at hire, with 25%
immediately vested and 25% vested after completion of each quarter
hire.
Employee Benefit
Plans
7. The
Employee shall be entitled to participate in any qualified pension plan,
qualified profit-sharing plan, medical or dental reimbursement plan, group term
life
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insurance
plan, or any other employee benefit plan which is presently existing or which
may be established in the future by the Employer. Such right to
participation shall be in accordance with the terms of the particular plans
involved.
Paid
Vacations
8. The
Employee shall immediately have an annual vacation leave of 3 weeks in 2009 and
4 weeks within the following calendar at full pay. The time for such
vacation shall be selected by the Employee, but must be approved by the
Employer.
Holidays
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9.
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The
Employee shall be entitled to full payment on each
traditional.
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Paid Sick
Leave
10. The
Employee shall entitled to 5 days per year as sick leave with full
pay. Such sick leave can be accumulated up to a total of 10 days or
without limitation.
Business
Expenses
11. The
Employer, in accordance with the rules and regulations that it may issue from
time to time, shall reimburse the Employee for business expenses properly
incurred during the performance of his duties.
Termination of
Employment
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12.
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(a) If
the Employee willfully breaches or habitually neglects the duties which he is
required to perform under the terms of this Agreement, the Employer may at its
option terminate this Agreement by giving 14 days’ written notice of termination
to the Employee, without prejudice to any other remedy to which the Employer may
be entitled either at law, in equity, or under this Agreement; or
(b) The
employment of the Employee shall continue only for as long as the services
rendered by him are satisfactory to the Employer, regardless of any other
provision contained in this Agreement. The Employer shall be the sole
judge as to whether the services of the Employee are satisfactory;
or
(c) This
Agreement may be terminated without cause by either party giving 15 days’ notice
of termination to the other party. Such
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termination
shall not prejudice any other remedy to which either party may be entitled
either at law, in equity, or under this Agreement.
Severance
Pay
13. In the
event of termination of this Agreement prior to the completion of the term of
the employment specified herein, the Employee shall be entitled to the
compensation earned by him prior to the date of termination as provided for in
this Agreement, computed pro rata up to and including that date. In
addition, if the Employer terminates the employment of the Employee, the
Employee shall be entitled to receive a cash severance pay in an amount equal to
1 month salary.
Amendment and
Waiver
14. Any
provision of this Agreement may be altered or amended by a written document
signed by both parties hereto setting forth such alteration or amendment without
affecting the obligations created by the other provisions of this
Agreement. The Employer and the Employee agree that the failure to
enforce any provision or obligation under this Agreement shall not constitute a
waiver thereof or serve as a bar to the subsequent enforcement of such provision
or obligation or any other provision or obligation under this
Agreement.
Survival of
Covenants
15. This
Agreement shall be binding upon any successors or heirs or representatives of
the parties hereto. The restrictive covenants and promises of the
Employee contained in this Agreement shall survive any termination or rescission
of this Agreement unless the Employer executes a written agreement specifically
releasing the Employee from such covenants.
Governing
Law
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16.
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This
Agreement is to be construed in accordance with the laws of the State of
Michigan.
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Construction
17. Throughout
this Agreement, the use of the singular number shall be construed to include the
plural, the plural the singular, and the use of any gender shall include all
genders, whenever required by context.
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Obligation to Execute
Documents
18. Each
party to this Agreement shall, from time to time, upon request by the other
party, execute any additional documents which reasonably may be required to
effectuate the purposes of this Agreement.
Severability
19. If any
provision of this Agreement is held invalid by any tribunal in a final decision
frorm which no appeal is or can be taken, such provision shall be deemed
modified to eliminate the invalid element, and, as so modified, such provision
shall be deemed a part of this Agreement. The invalidity of any
provision of this Agreement shall not affect the force and effect of the
remaining provisions.
Notices and Written
Consents
20. All
notices or written consents to be given hereunder by either party to the other
may be effected either by personal deliver or by registered or certified mail,
return receipt requested. When mailed, notices or written consents
shall be addressed to the parties at the addresses appearing above, unless a
party has notified the other party of a change in address. Personal
delivery to the Employer of any notice or written consent may be effected by
personal delivery to the Employee’s immediate supervisor at his place of
employment. Notice shall be considered communicated, and consent
shall be considered given, as of the date it is actually received.
Executed
at 000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx, on the day and year first above
written.
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Employer:
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| /s/Xxxxx Xxxxxxx | |
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Xxxxx
Xxxxxxx, Chairman
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Employee:
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| /s/Xxxxx Xxxxxx | |
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Xxxxx
Xxxxxx
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APPENDIX
A: CEO JOB DESCRIPTION
Job
Title: Chief Executive
Key
Function:
To
implement the strategic goals and objectives of the organization to accelerate
profitability and growth of company. The CEO/Director is a major
contributor to the long-term viability, viable development and autonomy of the
Company. The CEO/Director reports to the Chair of the Board and is
responsible to the Board of Directors.
Major
Duties/Accountabilities:
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1.
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Board
Administration and Support – Supports operations and administration of
Board by advising and informing Board members, interfacing between Board
and staff, and supporting Board’s evaluation of chief
executive
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2.
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Program,
Product and Service Delivery – Overseas design, marketing, promotion,
delivery and quality of existing and new programs, products and
services.
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3.
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Financial,
Tax, Risk and Facilities Management – Recommends yearly budget for Board
approval and prudently manages organization’s resources within those budge
guidelines according to current laws and
regulations. Responsible for overseeing and final preparation
of all filings as required by SEC.
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4.
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Human
Resource Management – Effectively manages the human resources of the
organization according to authorized personnel policies and procedures
that fully conform to current laws and
regulations
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5.
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Community,
Public and Investor Relations – Assures the organization and its mission,
programs, products and services are consistently presented in strong,
positive image to relevant
stakeholders.
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