EXHIBIT 10.2
EMPLOYMENT AGREEMENT
This employment agreement is entered into this 1st day of November, 2004 between
Medical Makeover Corporation of America ("MMCA") and Xxxxx X. Xxxxx ("Employee",
together, the "Parties"). WHEREAS, MMCA, a Delaware C 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
X. Xxxxx is a healthcare executive with experience in senior management,
organizational development and effectiveness, mergers and acquisitions,
operations management, with public companies. Therefore, the Parties agree to
the following terms and conditions:
1. Duties Employee shall be responsible for the operations of the company
including but not limited to:
a. Conducting and managing ongoing business operations
b. Acquisition target identification, negotiation and integration
c. Achieve results in annual operating plan approved by the Board
d. Ensure MMAM remains in compliance with Federal, State, and Local laws
e. Assist in establishing financial operating controls and reporting
methods
f. Establish and execute a marketing plan to reach revenue targets
g. Fulfill all legal requirements of a reporting public company to the
Securities & Exchange Commission in conjunction with Corporate Counsel
for MMCA
h. All above services shall be provided under a fiduciary responsibility
as a director and officer of a public company
i. Remain in compliance with applicable Xxxxxxxx-Xxxxx laws
j. Recommend to the company and board of directors future members
k. 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 December 1, 2004. Beginning in February 2005, the twice monthly
salary will be increased to $5,000, and annually thereafter.
3. Responsibility: MMCA shall employ Employee as President and Chief
Executive Officer. Employee shall serve as an Officer of the Corporation.
Employee shall also be a member of the Board of Directors with full voting
rights and a voting member of the Audit Committee of the board of directors and
a 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.
5. Term This agreement shall be for a period of one (1) year, terminable by
either party on 60-days written notice.
6. Benefits Employee will be eligible to receive family group health
insurance. Monthly premiums will be paid by MMAM. The plan will be consistent
with group coverage offered to employees who qualify for the MMAM Plan. Coverage
will become effective December ,1 2004.
7. Insurance MMCA will maintain adequate and appropriate Directors' and
Officers' insurance as well as liability insurance.
8. Stock Ownership and Stock Options Six (6) months from and after the date
of this Agreement, Employee shall be entitled to receive ten percent ownership
of the common stock of MMCA, if in the employment of MMCA of such time. Such
stock shall be subject to SEC rule 144. The parties, in addition, agree to
reevaluate the Agreement in good faith and consider future salary stock options
for Employee.
Termination of Agreement Upon termination of this agreement all outstanding
shares awarded, either initially or subsequently under this agreement will
immediately vest to the employee. 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/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx Date November 1, 2005
EMPLOYEE
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx Date November 1, 2005
