Exhibit 10 (ii)
EMPLOYMENT AGREEMENT
AGREEMENT, made this day of, September 1, 2001, by and between HealthCare
Network Solutions, Inc. and a Delaware corporation with offices located at 0000
Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx 00000 (herein after referred to as the
"Company") and Xxxxxx XxXxxxxx (hereinafter referred to as "Executive").
WHEREAS, the Company desire to employ Executive to utilize Executive's
business knowledge and/or experience specifically for the business purposes set
forth in the Company's Certificate of Incorporation filed with the Secretary of
State of the State of Delaware on April 23, 2000; and
WHEREAS, Executive desires to accept such employment in accordance with the
terms and conditions set forth herein and/or incorporated by reference herein as
hereinafter indicated; and
WHEREAS, the parties desire to fix and determine their mutual obligations
and rights with respect thereto:
NOW, THEREFORE, in consideration of the mutual covenants and obligations
hereinafter set forth, the parties agree as follows:
1. The Company hereby employs Executive and Executive agrees to serve the
Company as Secretary/Treasurer for a term of three years commencing on September
1, 2001.
2. Executive shall perform all such duties as may be associated with the
position of Secretary/Treasurer of the Company and such other duties as may
reasonable be assigned to her by the Board of Directors of the Company.
3. Executive shall devote no less than 100% of her time (i.e. at least 40
hours per week) and attention and best efforts, talents, capabilities and skills
to the business of the Company.
4. The Company shall pay to Executive, for all services rendered as
hereinbefore set forth, a basic annual salary of $75,000 payable in equal
bi-weekly increments, with such deductions as may be required by law.
5. Executive shall be entitled to all rights and benefits for which she
shall be eligible under any stock option plan, bonus, participation or extra
compensation plans, pensions, group insurance or other benefits that the Company
may provide for her or for it employees. 6. The Company shall pay or reimburse
Executive upon the submission of vouchers by her for all out-of-pocket expenses
incurred by her at the request or direction of the Board of Directors, or
incurred by her within the scope of her employment.
7. Any and all concepts, designs, drawings and kno how developed for the
Company by Executive during the term of this Agreement, shall be the property of
the Company.
8. Executive shall keep confidential any and all information concerning the
Company and is affairs, obtained by her or developed by her in the course of her
employment by the Company, during the term of the Agreement and, in the event
that Executive resigns or departs from the employ of the Company without the
approval of the Board of Directors or is discharged for cause, as defined
herein, for a period of one (1) year after such resignation, departure or
discharge.
9. During the term of their Agreement and in the event Executive resigns or
departs from the employ of the Company without the approval of the Board of
Directors or is discharged for cause, as defined herein, said Executive shall
not compete with the Company directly or indirectly, as owner, employee,
partner, shareholder or otherwise in the conduct of any business similar to the
business then being conducted by the Company for a period of (1) year after such
resignation, departure or discharge.
10. Throughout the term of this Agreement, the undersigned agrees not to
engage in any new related business activities which do not involve the Company
and further agrees to be obligated to present any new related business
opportunities to the Company (as opposed to any other business entities in which
she now has or may have in the future any involvement, or any other business
entities which now compete or which may in the future compete with the Company);
excepting in both instances companies in which Executive is currently involved,
limited to those companies disclosed and enumerated in the Company's
Registration Statement as filed with the Securities and Exchange Commission.
11. This Agreement shall terminate prior to the expiration date hereinafter
set forth in the event that prior thereto (i) the Company shall be dissolved;
(ii) Executive shall be dismissed for cause, as hereinafter provided as follows:
DISMISSAL FOR CAUSE: The Board of Directors may dismiss Executive for cause
in the event that they determine that there has been continued neglect by
Executive of her duties hereunder and/or willful misconduct of Executive in
connection with the performance of her duties hereunder; and thereupon this
Agreement shall terminate and Executive shall be removed from all positions
held by her with the Company, effective upon the delivery to Executive by
the Board of Directors of written notice (stating the reasons therefore)
that they have make such a determination.
12. This Agreement shall extend to and be binding upon Executive, her legal
representatives, heirs and distributes and upon the Company, its successors and
assigns.
13. The instrument contains the entire agreement between the parties hereto
relating to the subject matter hereof and the parties hereto have made no
agreements, representations or warranties relating to the subject matter of this
Agreement which is not set forth herein (or incorporated by reference herein to
the Company's aforesaid Registration Statement). No modifications of their
Agreement shall be valid unless make in writing and signed by the parties
hereto.
14. The waiver or breach of any term or condition o this Agreement shall
not be deemed to constitute the waiver of any other breach of the same or any
other term or condition.
15. This Agreement shall be governed by the laws of the State of Georgia.
16. All disputes, differences and controversies arising out of, under or in
connection with this Agreement shall be settled and finally determined by
arbitration in the City of Atlanta under the then existing Rules of the American
Arbitration Association.
IN WITNESS WHEREOF, the Company has caused their Agreement to be executed
by its officers thereunto duly authorized and its corporate seal to be
hereunto affixed and the Executive has hereunto set her hand and seal, all
as of the day and year first written.
By: _________________________________
Xxxxxx X. Xxxxxx, President
(Corporate Seal)
Attest:
Executive:
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Xxxxxx XxXxxxxx
