EXHIBIT 10.3
EMPLOYMENT AGREEMENT
This employment agreement is entered into this ____ day of December, 2004
between Medical Makeover Corporation of America ("MMCA") and Xxxxx Xxxxx
("Employee", together, the "Parties").
WHEREAS, MMCA, a Delaware Corporation traded publicly under the symbol
MMAM, has been incorporated for the provision of medical and related services
which shall center on, but not be limited to appearance enhancement through non
invasive cosmetic treatments.
WHEREAS, Xxxxx Xxxxx is a Physician licensed to practice in the State of
Florida, the Parties agree to the following terms and conditions:
1. Duties Employee shall be responsible for the medical services delivery
of the company including but not limited to:
a. Performing medical services when business needs require
b. Identifying acquisition targets within the profile established by the
board
c. Soliciting endorsements and recruiting entertainment affiliates
d. Networking with complementary service companies
e. Creating strategic alliances with vendors and physicians
f. Implementing research and development activities
g. Achieve results in service performance developed by the Medical
Advisory Board
h. Ensure MMAM maintains a competitive technological edge with FDA
approved procedures and products
i. Establish medical policies and procedures with Medical Advisory Board
j. Assist in the hiring of physicians and technicians with appropriate
company approval
k. All services shall be provided under a fiduciary responsibility as a
director and officer of a public company l. Remain in compliance with
OSHA Regulations m. Other services as recommended by the members of
the board of directors or other committees.
2. Compensation MMCA shall pay Employee a twice monthly salary of $4,500
commencing on the effective date of this contract. Beginning in February 2005,
the twice monthly salary will be increased to $5,000. This compensation will be
paid in months where the total MMAM revenue from services exceeds $25,000. For
months where revenues do not exceed $25,000 the salary for the month will be
accrued. A month of accrued salary will be paid when revenues exceed $50,000 in
a subsequent month.
3. Responsibility: MMCA shall employ Employee as Chief Medical Officer,
Executive Vice President and Chief Operations Officer. Employee shall serve as
an Officer of the Corporation. Employee shall also be Chairman of the Medical
Advisory Board, a committee of the corporation's Board of Directors. Employee
agrees to participate as an active member of any other committees of the board
of directors that may be formed from time to time.
4. Board Compensation Employee shall receive compensation commensurate with
that of other Board Members of MMAM.
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5. Term This Agreement shall may be terminated by the Company at any time
consistent with the Florida Employment At Will laws and practices. This
Agreement does not constitute a commitment to pay the Employee other than for
time actually worked by the Employee under the provisions of this Agreement.
6. Insurance MMCA will maintain adequate and appropriate Directors' and
Officers' insurance as well as liability insurance.
7. Stock Ownership and Stock Options Employee shall receive ten (10%)
percent ownership of the common stock of MMCA six months from the date of this
Agreement provided the employee remains an active employee of the Company. This
stock, when issued will be registered stock of the issued and outstanding common
stock of the company, subject to SEC Rule 144.
At least annually, the Compensation Committee of the Board of Directors may
elect to award the employee additional stock options at a price equal to 90% of
the value of the stock on the first trading date after approved. These stock
options shall be based on performance indicators as approved by the Board of
Directors. It is the understanding of the parties to this Agreement that stock
grants will be made at the discretion of the Board, but it is the understanding
of the Employee that total grants would not exceed 30% of the stock available as
of the date this Agreement is entered into.
Termination of Agreement Upon termination of this agreement for reasons
other than cause, all unvested, outstanding shares awarded, either initially or
subsequently under this agreement will immediately be cancelled and returned to
the Company. Upon a change in control or sale of MMAM, all shares awarded either
initially or subsequently under this agreement will immediately vest to the
employee.
Entire Agreement This Agreement sets forth the entire understanding of the
Parties and it may not be changed except by written document signed by all of
the parties hereto.
Governance This Agreement shall be governed by the laws of the State of
Florida as within the jurisdiction of Palm Beach County. In the even of a legal
dispute, the prevailing party shall be reimbursed its reasonable legal fees and
costs by the other party.
Binding Effect All parties acknowledge that they are authorized to execute
the terms of this Agreement which shall be binding upon and inure to the benefit
of, and shall be enforceable by, the parties and their respective successors,
heirs, beneficiaries, and personal representatives.
Assignment The rights and benefits of this Agreement shall not be
transferable by any party without the written consent of the other.
Assumability Should the Company be acquired in part or in whole, this
Agreement shall be assumed by the acquiring company which shall fulfill all
contractual obligations.
IN WITNESS WHEREOF, the Parties hereto have set their hands and seals on
the dates set forth below.
MEDICAL MAKEOVER CORPORATION OF AMERICA
By: /s/ Xxxxx Xxxxxxx
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Date December 3, 2004
EMPLOYEE
By: /s/Xxxxx Xxxxx
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Date December 3, 2004
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