EXHIBIT 3
LANCER-XXXXXXXX EMPLOYMENT AGREEMENT
This employment agreement is entered into this 5th day of April, 2004, by and
between Lancer Orthodontics Inc., (Lancer) and Xxxxx Xxxxxxxx (Xxxxxxxx).
Whereas; Lancer desires to hire Xxxxxxxx as an employee of the corporation
and Xxxxxxxx desires to be employed by Lancer. The following will establish
the terms and conditions of such employment.
Position: Effective immediately, Xxxxxxxx shall become and serve as the
interim Chief Executive Officer (CEO) of Lancer, and will report directly to
the Board of Directors. Further, Xxxxxxxx shall become a member of the Board
of Directors as soon as such appointment can be made. It is understood and
agreed that Xxxxxxxx'x position as CEO shall be Part-time only, and temporary
in term, with the intention of Lancer's Chairman the additional position of
CEO. This said, Xxxxxxxx shall rely heavily on existing managers to run and
manage the day to day operations of the company. Further, Xxxxxxxx shall
spend some of his time working from his Orange County office.
Term: Both Parties agrees to that Xxxxxxxx shall be employed in the position
of CEO for a period of two years or less.
Compensation: Xxxxxxxx shall receive as compensation 62,500 restricted shares
of Lancer's common stock for every six month of employment by Lancer. The
shares shall vest 31,250 at the beginning of each quarter. Other than the
above shares of restricted common stock, Xxxxxxxx shall not be entitled to
any other form of cash or equity compensation, unless determined otherwise in
the future by the Board of Directors.
Benefits: In addition to the above compensation, Xxxxxxxx shall be entitled
to all healthcare and other benefits available to employees of Lancer.
Employment Termination: Xxxxxxxx'x employment and this contract may be
terminated by Lancer at any time without cause. Further, Xxxxxxxx'x
employment and this contract may be terminated by Xxxxxxxx at any time for
any reason. In the event Xxxxxxxx'x employment is terminated by either party,
all stock compensation vested as of the date of termination shall be retained
by Xxxxxxxx. Any unvested stock as of the date of termination shall return
to Lancer, and Xxxxxxxx shall have no rights to such unvested shares.
Change of control: Not withstanding the forgoing, in the event Xxxxxxxx'x
employment is terminated by either party following any transaction wherein
over 50% of Lancer's common shares outstanding are transferred to and
acquired by a single entity, corporation or individual, all unvested shares
shall vest immediately and Xxxxxxxx shall be entitled to retain all granted
shares.
The undersigned acknowledge, agree to and accept all above terms, and further
agree that if any individual terms are found to be unenforceable for any
reason, the remaining terms shall survive.
____________________ ________________________
Xxxx Xxxxx Xxxxx Xxxxxxxx
Chairman of the Board
Lancer Orthodontics, Inc.
