Exhibit 10.3
EMPLOYMENT AGREEMENT
Entered into and effective as of between Cardigant Medical Inc, a Delaware
company ("Company") and Xxxxxx X. Xxxxx ("Employee").
1. Employment, Duties and Acceptance
1.1 Company hereby employs Employee for the Term (as defined in Section 2
hereof) to render services in an executive capacity to Company engaged in the
business of drug design and delivery and in connection therewith to devote
reasonable efforts to advancing the affairs of the Company.
1.2 Employee hereby accepts such employment and agrees to render such
services. Employee agrees to render such services at Company's offices located
in the Los Angeles area, but Employee will travel on temporary trips to such
other place or places as may be required from time to time to perform his
duties hereunder.
2. Term of Employment
2.1 The term of Employee's employment pursuant to this Agreement (the "Term")
shall begin on the date hereof, and shall continue into perpetuity or until
such time as Employee is no longer able or willing to provide services per
section 1 to Company. 3. Compensation
3.1 As compensation for all services to be rendered pursuant to this Agreement
to or at the request of Company, Company agrees to pay Employee a salary at
the rate of $120,000.
The Salary set forth hereinabove shall be accrued initially and not paid out
until such time as sufficient funds are available. The determination of
sufficient funds shall be at the sole discretion of the Employee. The
Employee may also elect at his sole discretion the option of converting
any outstanding salary balance to equity at a conversion price to be determined
by the Company. Additionally it is acknowledged that Employee may also make
loans to the Company for the purpose of conducting business and providing
for general working capital. The terms of any loans made by Employee are
to be covered by a separate Loan Agreement.
3.2 Company shall pay or reimburse Employee for all necessary and reasonable
expenses incurred or paid by Employee in connection with the performance of
services under this Agreement upon presentation of expense statements or
vouchers or such other supporting information as it from time to time
requests evidencing the nature of such expense, and, if appropriate, the
payment thereof by Employee, and otherwise in accordance with Company
procedures from time to time in effect. If insufficient cash exists to pay
employee for these expenses, the amounts will be considered a loan by the
Employee to the Company and will accrue interest at the rate of 5% per annum
until paid to be calculated based on the monthly outstanding balance.
4. Notices:
4.1 All notices, requests, consents and other communications required or
permitted to be given hereunder shall be in writing and shall be deemed to
have been duly given if delivered personally or sent by prepaid telegram, or
mailed first-class, postage prepaid, as follows:
If to Employee:
Xxxxxx X. Xxxxx
000 0xx Xxxxxx, Xxxx X
Xxxxxxx Xxxxx, XX 00000
If to Company:
Cardigant Medical Inc.
XX Xxx 0000
Xxxxxxxxx Xxxxx, XX 00000
or as such other addresses as either party may specify by written notice to the
other as provided in this section 4.1.5. General
5.1 This Agreement sets forth the entire employment related agreement and
understanding of the parties hereto, and supersedes all prior agreements,
arrangements, and understandings. Nothing herein contained shall be construed
so as to require the commission of any act contrary to law and wherever there
is any conflict between any provision of this Agreement and any present or
future statute, law, ordinance or regulation, the latter shall prevail, but in
such event the provision of this Agreement affected shall be curtailed and
limited only to the extent necessary to bring it within legal requirements.
Without limiting the generality of the foregoing, in the event that any
compensation or other monies payable hereunder shall be in excess of the amount
permitted by any such statute, law, ordinance, or regulation, payment of the
maximum amount allowed thereby shall constitute full compliance by Company with
the payment requirements of this Agreement.
5.2 This Agreement may be amended, modified, superseded, cancelled, renewed or
extended, and the terms or covenants hereof may be waived, only by a written
instrument executed by both of the parties hereto, or in the case of a waiver,
by the party waiving compliance. The failure of either party at any time or
times to require performance of any provisions hereof shall in no manner affect
the right at a later time to enforce the same. No waiver by either party of
the breach of any term or covenant contained in this Agreement, whether by
conduct or otherwise, in any one or more instances, shall be deemed to be,
or construed as, a further or continuing waiver of any such breach, or a
waiver of the breach of any other term or covenant contained in this
Agreement.
5.3 This Agreement shall be governed by and construed according to the laws
of the State of California applicable to agreements to be wholly performed
therein.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first below written.
Xxxxxx X. Xxxxx
/s/ Xxxxxx Xxxxx
By
Xxxxxx X. Xxxxx
On behalf of Cardigant Medical:
/s/ Xxxxxx Xxxxx
Title
Chief Executive Officer
Date
April 22, 2009
