Exhibit 10.10
CONSULTING AGREEMENT
This CONSULTING AGREEMENT is entered into as of
September 15, 2002 by and between CareDecision Corp. a
Nevada corporation, (the "Company"), end Paradigm Partners,
Inc. ("Paradigm"), and is effective upon the execution by
the parties hereto.
1. DUTIES AND RESPONSIBILITIES.
A. Paradigm shall provide information technology
consulting to the Company. Paradigm shall report to and
perform the duties and responsibilities assigned to him by
the Company's President, or such other person as may be
designated by the Company's Board Of Directors.
B. Paradigm agrees to devote its time and attention
to the Company, to use best efforts to advance the business
and welfare of the Company, to render services under this
Agreement fully, faithfully, diligently, competently and to
the best of their ability.
2. PERIOD OF EMPLOYMENT.
A. Paradigm's engagement with the Company shall be
governed by the provisions of this Agreement from September
15, 2002, and continuing until this Agreement terminates
pursuant to written notification by either the Company or
Paradigm, which notification may occur at any time for any
reason. The period during which the Paradigm provides
services to the Company pursuant to this Agreement shall be
referenced in this Agreement as the "Employment Period."
B. During the first year of this Agreement, if
Paradigm is terminated other than for Cause or if he resigns
for Good Reason, they shall be entitled to the payments and
other benefits, set forth in Paragraph 7 of this Agreement.
3. COMPENSATION.
A. Paradigm's initial Base Salary shall be paid
accordingly: 2,539,574 shares of the company's common stock,
said shares to be registered under the company's upcoming
registration.
B. Except for the conditions described in paragraph A
above, Paradigm's compensation shall be subject to periodic
review by the Company, and may be increased or decreased in
the Company's discretion.
4. EQUITY PARTICIPATION.
Separate from this Agreement and pursuant and subject
to the terms and conditions of the Company's Stock Option
Plan and Stock Option Agreement, when approved, officers and
employees of Paradigm may be granted options to purchase
shares of the Company's common stock.
5. EXPENSE REIMBURSEMENT.
In addition to the compensation specified in Xxxxxxxxx 0,
Xxxxxxxx shall be entitled, in accordance with the reimbursement
policies in effect from time to time, to receive
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reimbursement from the Company for reasonable business
expenses incurred by Paradigm in the performance of his
duties hereunder, provided Paradigm furnishes the Company
with vouchers, receipts and other details of such expenses
in the form required by the Company sufficient to
substantiate a deduction for such business expenses under
all applicable rules and regulations of Federal and State
taxing authorities.
6. FRINGE BENEFITS.
A. Paradigm shall, throughout the Employment Period,
shall not be eligible to participate in all group term life,
insurance plans, group health plans, accidental death and
dismemberment plans and short-term disability programs and
other employee perquisites which are made available to the
Company's employees.
7. SERVICES.
Notwithstanding any of the provisions of this
Agreement, Paradigm's services to the Company are at will,
which means that it is not for a specific term and may be
terminated by either the Company or Paradigm at any time,
for any reason without advance notice.
Should the Company terminate Paradigm's employment for
Cause, as defined below, or should Paradigm voluntarily
resign other than for Good Reason, the Company shall have no
obligation to Paradigm under this Agreement other than for
accrued but unpaid salary. Should the Company terminate
Paradigm's employment other than for Cause during this
Agreement, or should Paradigm resign for Good Reason, the
Company shall have no further obligation under this
Agreement, except that the Company will continue to pay
Paradigm's base salary for a six-month period, (less, if
applicable, any long-term disability payments).
8. GOOD REASON.
For Purposes of this agreement, "Good Reason" shall mean:
A. A material reduction in the duties,
responsibilities, status, reporting responsibilities, title,
or offices that Paradigm had with the Company immediately
before the reduction.
B. A reduction by more than 20% of the total annual
compensation (defined as Base Salary and Target Bonus) that
Paradigm was eligible to receive from the Company and its
affiliates immediately before the reduction.
C. A change in control in which the Paradigm is not
offered a similar position at no less than seventy-five
percent (75%) of Paradigm's compensation (defined as Base
Salary).
D. The failure of any successor to the Company by
merger, consolidation or acquisition of all or substantially
all of the business of the Company to assume the Company's
obligations under this Agreement.
E. A material breach by the Company of its
obligations under this Agreement.
9. CAUSE.
For purposes of this Agreement, "Cause" shall mean a
reasonable belief by the Board of Directors that Paradigm
has engaged in anyone of the following: (i) financial
dishonesty,
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including, without limitation, misappropriation of funds or
property, or any attempt by Paradigm to secure any personal
profit related to the business or business opportunities of
the Company without the informed, written approval of the
Company's Board of Directors; (ii) refusal to comply with
reasonable directives of the Company's Chief Executive
Officer or Board of Directors; (iii) negligence or reckless
or willful misconduct in the performance of Paradigm's
duties; (iv) failure to perform, or continuing neglect in
the performance of, duties assigned to Paradigm; (v)
misconduct which has a materially adverse effect upon the
Company's business or reputation; (vi) the conviction of, or
plea of nolo contendere to, any felony or a misdemeanor
involving moral turpitude or fraud; (vii) the material
breach of any provision of this Agreement: (viii) violation
of Company policies including, without limitation, the
Company's policies on equal employment opportunity and
prohibition of unlawful harassment; (ix) death of Paradigm;
or (x) a disability which continues for a period in excess
of 180 days. A termination as a result of a Change in
Control shall not constitute cause.
10. CHANGE IN CONTROL.
For purposes of this Agreement "Change in Control"
shall mean any of the following transactions effecting a
change in ownership or control of the Company:
(i) a merger, consolidation or
reorganization approved by the Company's
stockholders, UNLESS securities representing
more than fifty percent (50%) of the total
combined voting power of the voting
securities of the successor Company are
immediately thereafter beneficially owned,
directly or indirectly and in substantially
the same proportion, by the persons who
beneficially owned the Company's outstanding
voting securities immediately prior to such
transaction, or
(ii) any stockholder-approved transfer or
other disposition of all or substantially all
of the Company's assets, or
(iii) the acquisition, directly or indirectly,
by any person or related group of persons
(other than the Company or a person that
directly or indirectly controls, is
controlled by, or is under common control
with, the Company), of beneficial ownership
(within the meaning of Rule 13d-3 of the 0000
Xxx) of securities possessing more than fifty
percent (50%) of the total combined voting
power of the Company's outstanding securities
pursuant to a tender or exchange offer made
directly to the Company's stockholders.
In no event, however, shall a Change in Control be deemed to
occur in connection with any public offering of the Common
Stock.
11. RESTRICTIVE: COVENANTS.
During the Consultancy Period:
(i) Paradigm shall devote time and energy
to the performance of Paradigm's duties
described herein.
(ii) Paradigm shall not directly or
indirectly provide services to or through
any, person, firm or other entity except
the Company, unless otherwise authorized
by the Board in writing. The Company does,
however, reserve the right to demand
Paradigm's resignation from
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those same Boards, if, in the opinion of the CareDecision
CEO, continued membership on those Boards by Paradigm
diminishes his ability to execute his responsibilities
identified within this Agreement; or if continued
association with those organizations becomes detrimental to
the goals of the company; or if continued membership
represents a conflict, or potential conflict, with the
business activities, or objectives, of CareDecision.
(iii) Paradigm shall not render similar
services of any kind or character for Paradigm's own account
or for any other person, firm or entity without first
obtaining the Company's written consent.
Paradigm, however, shall have the right to perform such
incidental services as are necessary in connection with (a)
Paradigm's private passive investments, but only if Paradigm
is not obligated or required to (and shall not in fact)
devote any managerial efforts which interfere with the
services required to be performed by him, or (b) Paradigm's
charitable or community activities, or participation in
trade or professional organizations, but only if such
incidental services do not interfere with the performance of
Paradigm's services to the Company.
12. NON-COMPETITION DURING THE CONSULTANCY PERIOD.
Paradigm acknowledges and agrees that given the extent
and nature of the confidential and proprietary information
he will obtain during the course of his employment with the
Company, it would be inevitable that such confidential
information would be disclosed or utilized by the Paradigm
should he obtain employment from, or otherwise become
associated with, an entity or person that is engaged in a
business or enterprise that directly competes with the
Company. Consequently, during any period for which Paradigm
is receiving payments from the Company, either as wages or
as a severance benefit, including but not limited to
severance pay pursuant to paragraph 7, Paradigm shall not,
without prior written consent of the Company's Board of
Directors, directly or indirectly own, manage, operate,
join, control or participate in the ownership, management,
operation or control of, or be employed by or connected in
any manner with, any enterprise which is engaged in any
business competitive with or similar to that of the Company;
provided, however, that such restriction shall not apply to
any passive investment representing an interest of less than
two percent (2%) of an outstanding class of publicly-traded
securities of any Company or other enterprise which is not,
at the time of such investment, engaged in a business
competitive with the Company's business.
13. NON-SOLICITATION.
During the Employment Period and for one (1) year
following termination of Paradigm's consultancy, Paradigm
shall not encourage or solicit any of the Company's
employees to leave the Company's employ for any reason or
interfere in any other manner with employment relationships
at the time existing between the Company and its employees.
In addition, Paradigm shall not solicit, directly or
indirectly, business from any client of the Company, induce
any of the Company's clients to terminate their existing
business relationship with the Company or interfere in any
other manner with any existing business relationship between
the Company and any client or other third party.
Paradigm acknowledges that monetary damages may not be
sufficient to compensate the Company for any economic loss,
which may be incurred by reason of its breach of the
foregoing restrictive covenants. Accordingly, in the event
of any such breach, the Company shall, in addition to the
termination of this Agreement and any remedies available to
the Company at law, be entitled to obtain equitable relief
in the form of an injunction precluding Paradigm from
continuing such breach.
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14. SUCCESSORS AND ASSIGNS.
This Agreement is personal in its nature and Paradigm
shall not assign or transfer his rights under this
Agreement. The provisions of this Agreement shall inure to
the benefit of, and be binding on each successor of the
Company whether by merger, consolidation, transfer of all or
substantially all assets, or otherwise and the heirs and
legal representatives of Paradigm.
15. NOTICES.
Any notices, demands or other communications required
or desired to be given by any party shall be in writing and
shall be validly given to another party if served either
personally or if deposited in the United States mail,
certified or registered, postage prepaid, return receipt
requested. If such notice, demand or other communication
shall be served personally, service shall be conclusively
deemed made at the time of such personal service. If such
notice, demand or other communication is given by mail, such
notice shall be conclusively deemed given forty- eight (48)
hours after the deposit thereof in the United States mail
addressed to the party to whom such notice, demand or other
communication is to be given as hereinafter set forth:
To CareDecision:
Xxxxxx Xxx, President
0 Xxxx Xxxxx, 00xx Xxxxx, Xxx. 0000-00
Xxx Xxxx, XX 00000
To Paradigm:
Xxxx Xxxxxxxxx, President
000 X. 0xx Xxxxxx, Xxxxx 000
Xxxxxxxxxxxx, XX 00000
Any party may change its address for the purpose of
receiving notices, demands and other communications by
providing written notice to the other party in the manner
described in this paragraph.
16. GOVERNING DOCUMENTS.
This Agreement along with the documents expressly
referenced in this Agreement constitute the entire agreement
and understanding of the Company and Paradigm with respect
to the terms and conditions of Paradigm's employment with
the Company and the payment of severance benefits and
supersedes all prior and contemporaneous written or verbal
agreements and understandings between Paradigm and the
Company relating to such subject matter. This Agreement may
only be amended by written instrument signed by Paradigm and
an authorized officer of the Company. Any and all prior
agreements, understandings or representations relating to
the Paradigm's employment with the Company are terminated
and cancelled in their entirety and are of no further force
or effect.
17. GOVERNING LAW.
The provisions of this Agreement will be construed and
interpreted under the laws of the State of Nevada. If any
provision of this Agreement as applied to any party or to
any circumstance should be adjudged by a court of competent
jurisdiction to be void or unenforceable for any reason, the
invalidity of that provision shall in no way affect (to the
maximum extent permissible by law) the application of such
provision under circumstances different from those
adjudicated by the court, the application of any other
provision of this Agreement, or the enforceability or
invalidity of this Agreement as a whole. Should any
provision of this Agreement
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become or be deemed invalid, illegal or unenforceable in any
jurisdiction by reason of the scope, extent or duration of
its coverage, then such provision shall be deemed amended to
the extent necessary to conform to applicable law so as to
be valid and enforceable or, if such provision cannot be so
amended without materially altering the intention of the
parties, then such provision will be stricken and the
remainder of this Agreement shall continue in full force and
effect.
18. REMEDIES.
All rights and remedies provided pursuant to this
Agreement or by law shall be cumulative, and no such right
or remedy shall be exclusive of any other. A party may
pursue any one or more rights or remedies hereunder or may
seek damages or specific performance in the event of another
party's breach hereunder or may pursue any other remedy by
law or equity, whether or not stated in this Agreement.
19. NO WAIVER.
The waiver by either party of a breach of any provision
of this Agreement shall not operate as or be construed as a
waiver of any later breach of that provision.
20. COUNTERPARTS.
This Agreement may be executed in more than one
counterpart, each of which shall be deemed an original, but
all of which together shall constitute but one and the same
instrument.
CareDecision Corporation
/s/ Xxxxxx Xxx
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By: Xxxxxx Xxx
Title: President
Paradigm
/s/ Xxxx Xxxxxxxxx
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By: Xxxx Xxxxxxxxx
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