EXHIBIT 10.3
EMPLOYMENT AGREEMENT
This employment agreement is entered into this 12th day of April, 2004
between Medical Makeover Corporation of America ("MMCA") and Xxxxxx X. Xxxxx
("Employee", together, the "Parties").
WHEREAS, MMCA, a Florida C corporation traded publicly under the symbol
MMAM, has been incorporated for the provision of medical and related services
which shall include, but not be limited to, cosmetic surgery, cosmetic
dentistry, dermatology, weight loss, hair salon services, makeup services, and
fashion consulting services.
WHEREAS, Xxxxxx X. Xxxxx is a healthcare executive with experience in
management, mergers and acquisitions, operations, and financial operations.
Therefore, the Parties agree to the following terms and conditions:
1. Title MMCA shall employ Employee as Executive Vice President and Chief
Operating Officer. Employee shall serve as an Officer of the Corporation.
2. Duties Employee shall be responsible for the operation of the company
including but not limited to:
a. Interim Chief Financial Officer (to include development of financial
controls, purchasing/leasing of equipment and office space, financial
analyses, and preparation of daily operational reports and monthly,
quarterly, and annual financial statements).
b. Director of Operations
c. Director of Human Resources
d. Associate Director of Business Development
e. Risk Manager
f. Other duties as assigned
3. Compensation MMCA shall pay Employee a bi- weekly salary of $2,584.62 per
month commencing April 12, 2004 (the first calendar month's compensation
shall be $3,360), for the first six months or until a positive cash flow is
achieved, whichever comes first. Once this occurs, Employee shall be paid a
bi-weekly salary of $3,461.54. In consideration for lowering his salary for
the first six months, Employee shall receive registered shares of the
common stock, restricted by legend in accordance with SEC Rule 144.
Therefore, for six months the sum of $1,900 multiplied by six for a total
of $11,400 shall be paid in shares by taking the closing price of the last
five days of that month and using the average of these prices to create the
average closing price, which shall be multiplied by 90% (or a discount of
10% of the average closing price) to determine the conversion price. For
example, if the average closing price is $0.50 per share for one month,
that shall be multiplied by 90% to give a conversion price of $0.45 per
share. This shall be divided into the compensation foregone for that month,
or $1,900 and 4,222 shares ($1,900 divided by $0.45 = 4,222) shall be
issued to Employee. This calculation and distribution shall be performed
each month that Employee's salary is below the $7,500 amount.
4. Term This Agreement shall be for a period of five (5 years. Each year the
fee shall be increased based upon merit performance.
5. Board of Directors Employee shall be considered for a position on the Board
of Directors as positions become available. There is no guarantee that
Employee shall be elected to the Board of Directors.
Employment Agreement - Xxxxxx X. Xxxxx
Page 2 of 3
6. Benefits Employee shall be entitled to group health insurance for himself
and his family and disability insurance. MMCA shall immediately seek out
"health insurance for the company" for group coverage for all employees who
qualify. Qualification shall mean all employees designated as full time
employees which means no less than 32 hours per week. In addition, there
shall be a 90 day probation period before employees are entitled to group
coverage. The insurance shall be effective on or about April 1, 2004 or
shortly thereafter. Employee shall also be entitled to two weeks of
vacation the first year and all national holidays.
7. Car Allowance Employee shall receive a car allowance of $400 per month
commencing April 1, 2004.
8. Business Expenses Employee shall be reimbursed all reasonable business
expenses.
9. Insurance MMCA shall acquire Directors' and Officers' insurance as well as
liability insurance. This insurance, if available, shall commence on or
about April 1, 2004.
Stock Ownership and Stock Options
1. Employee shall receive five (5%) percent ownership of th common stock MMCA
as of April 12, 2004 in proper form which shall be registered stock of the
issued and outstanding common stock of the company, subject to SEC Rule
144. There shall be no other restrictions or legends. Stock certificates
shall be issued upon the signing of this Agreement or shortly thereafter,
however, not exceeding two weeks.
2. Employee shall receive 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 on a yearly basis, to be determined on the
finalization of the budget or other performance indicators as approved by
the Board of Directors. The stock options shall not exceed 0.75% of the
issued and outstanding shares of the company and shall vest one third (1/3)
of the options each year on the anniversary date of their grant.
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 Broward 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.
Employment Agreement - Xxxxxx X. Xxxxx
Page 3 of 3
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/ Xx. Xxxxxxx X. Xxxxxxxxx
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Xx. Xxxxxxx X. Xxxxxxxxx
Its: President
Dated:
EMPLOYEE
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Dated:
WITNESSES
WITNESSES
By: By:
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Name: Name:
