EXHIBIT 10.8
STARMED GROUP, INC. CONFIDENTIAL
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is entered into as of
June 1, 2005 between StarMed Group, Inc., a Nevada corporation (the "Company"),
and Xxxxxx X. Xxxxxxxxx, ("Executive").
1. Employment. (a) The Company hereby employs Executive, and Executive
hereby accepts employment with the Company, on the terms set forth in this
Agreement. This Agreement shall be for a term commencing on the date hereof and
ending three years after the date hereof, unless this Agreement is earlier
terminated pursuant to Section 7 hereof.
(b) Executive is hereby employed to serve as the Company's
President, Chief Executive Officer and temporarily Chief Financial Officer and
shall provide senior management services and shall perform such duties relating
thereto as may be required for these positions, including but not limited to
responsibility for the following;
Business growth of the Company by developing new StarMed
Wellness Centers. Direct the Company toward the leadership role in the wellness
community. Financial and stock market growth of the Company. U.S. Security and
Exchange Commission. Day to day reporting operation of the Company. Development
of management personnel and effective succession plans.
(c) During the term of this Agreement, Executive shall devote
his best efforts, knowledge and skill and shall devote his attention to the
performance of his duties as follows, except during such periods as Executive
shall be ill, disabled, or on vacation as provided for by this Agreement.
(d) Executive agrees to perform services under this Agreement
on behalf of the Company for the Company's direct and indirect subsidiaries of a
nature and scope comparable to the services required of Executive by this
Agreement, including holding such directorships and offices of the Company's
direct and indirect subsidiaries.
2. Place of Employment. Executive shall be afforded an office and
support services commensurate with Executive's position as President and Chief
Executive of the Company.
- 1 -
STARMED GROUP, INC. CONFIDENTIAL
3. Compensation. Executive shall receive a salary at the rate of
$90,000 per annum. Executive's salary shall be payable twice each month on the
15th and last day of each month, commencing on the date hereof.
Because of the Company's need for capital to help develop its expansion
program and because of the Executive's confidence in the future of the Company,
Executive has agreed to receive a salary of $90,000 per annun which is
substantially less than appropriate for such President and Chief Executive
services.
In lieu of additional cash, the Executive shall receive preferred stock
in amount to be determined by the Board of Directors within 2 years from the
date of this agreement.
4. Vacation. Executive shall be entitled to two weeks of paid vacation
during each calendar year.
5. Benefits. The Company agrees that Executive shall be entitled to
participate in all executive employee benefit plans and perquisites maintained
or provided by the Company. In particular, and not by way of limitation of the
foregoing, the Company shall (a) provide Executive with health and disability
insurance commensurate with Executive's position as President of the Company.
6. Expenses. The Company shall pay for or reimburse Executive in
accordance with the Company's standard policies for reimbursement of expenses
incurred by its executive officers for all expenses incurred by Executive in
performing Executive's services and carrying out Executive's duties pursuant to
this Agreement.
7. Termination. (a) This Agreement may be terminated by the Company,
acting through its Board of Directors, only upon any of the following events:
(i) the expiration of 30 days following written
notice given by the Board of Directors to Executive of the Company's election to
terminate this Agreement following Executive's Disability (as defined below);
(ii) a determination by the Company's Board of
Directors that Cause (as defined below) exists to terminate this Agreement, and
written notice of termination for Cause is given by the Board of Directors to
Executive; or
(iii) the death of Executive.
(b) "Disability" means the inability of Executive to perform
substantially all of the duties required of Executive by this Agreement by
reason of physical or mental incapacity for a period of six consecutive months,
or a period of more than 270 days in the aggregate in any 18 month period.
- 2 -
STARMED GROUP, INC. CONFIDENTIAL
(c) "Cause" shall be limited to (i) a material breach by
Executive of any material provision of this Agreement, (ii) any act by Executive
in violation of the "Business Practices Policy" or the "Employees' Outside
Business Interests Policy" attached as Exhibit A and Exhibit B hereto,
respectively (together, the "Policies"), (iii) fraud or other dishonest act by
Executive involving the Company, or (iv) Executive's conviction of a felony,
provided that in the case of the foregoing clauses (i) and (ii), "Cause" shall
exist only if Executive fails to cure such breach, within 30 days of his receipt
of written notice thereof, to the satisfaction of the Company's Board of
Directors. Nothing contained herein shall limit Executive's rights or remedies
if a court shall determine that Cause did not in fact exist to terminate this
Agreement.
(d) During any period that Executive fails to perform the
duties required of Executive by this Agreement as a result of incapacity due to
physical or mental illness, Executive shall continue to receive the full
compensation provided for by this Agreement without abatement until this
Agreement is terminated in accordance with this Section 7.
(e) In the event of a breach of this Agreement by the Company,
Executive shall not be required to mitigate the amounts of any payments due and
owing to Executive by the Company by seeking other employment or otherwise, nor
shall any compensation received by Executive from any other employment apply to
or otherwise mitigate any amounts due by the Company to Executive pursuant to
this Agreement.
8. Competition; Confidentiality. (a) Executive shall not, directly or
indirectly:
(i) during the term of this Agreement engage or be
interested, whether as owner, partner, consultant, employee, agent or otherwise,
in any business, activity or enterprise which is in competition with the
Company's business, provided, however, that notwithstanding the foregoing
Executive may own not more than 5% of any class of security listed on a national
securities exchange or traded in the over-the-counter market;
(ii) neither during the term of this Agreement or
thereafter, except on behalf of the Company in the regular course of the
Company's business, use, divulge, furnish or make accessible to any third person
or organization any confidential or proprietary information concerning the
Company or its business, except to the extent required by law, and provided that
information now or hereafter in the public domain shall not be deemed
confidential or proprietary information.
9. Notices. Any notice or other communication required or permitted to
be given hereunder shall be in writing and shall be deemed to have been duly
given (a) when personally delivered, (b) on the business day following deposit
of such notice with a reputable overnight courier service, or (c) sent by
certified mail, return receipt requested, postage prepaid, as follows:
- 3 -
STARMED GROUP, INC. CONFIDENTIAL
If to the Company:
StarMed Group, Inc.
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
If to Executive:
Xxxxxx X. Xxxxxxxxx
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000X
Xxx Xxxxxxx, XX 00000
Either party may change such party's address for the purpose of this Section 9
by written notice similarly given.
10. Severability. If any provision of this Agreement shall be held to
be invalid or unenforceable, such provision shall be construed and enforced to
the extent possible as if it had been more narrowly drawn so as not to be
invalid or unenforceable, and such invalidity or unenforceability shall not
affect or render invalid or unenforceable any other provision of this Agreement.
11. Entire Agreement. This Agreement sets forth the parties' final and
entire agreement, and supersedes any and all prior understandings, with respect
to the subject matter hereof.
12. Assignment; Ratification of Agreement. No right or obligation under
this Agreement may be assigned or delegated by either the Company or Executive
without the prior written consent of the other party, and any purported
assignment or delegation of any such right or obligation without such consent
shall be null and void.
13. Indemnification. The Company shall indemnify and defend Executive
and hold Executive harmless to the maximum extent permitted by law against
claims, judgments, fines, amounts paid in settlement and reasonable expenses,
including reasonable attorneys' fees, incurred by Executive, in connection with
the defense of, or as a result of any action or proceeding (or any appeal from
any action or proceeding) in which Executive is made or is threatened to be made
a party by reason of Executive's acts or omissions in the performance of his
services hereunder, if Executive acted in good faith and in a manner she
reasonably believed to be in or not opposed to the best interests of the
Company, regardless of whether such action or proceeding is one brought by or in
the right of the Company (but excluding any action or proceeding brought by or
in the right of StarMed Group, Inc. and any action or proceeding based on the
fact of Executive having entered into this Agreement or the Subscription
Agreement between the Company and Executive dated June 1, 2005), to procure a
judgment in the Company's favor, or
- 4 -
STARMED GROUP, INC. CONFIDENTIAL
other than by or in the right of the Company. The rights of Executive pursuant
to this Section 14 shall be in addition to and not in derogation of any other
rights of indemnification, defense, or being held harmless to which Executive
may be entitled pursuant to law or otherwise.
14. No Waiver. No failure or delay by either party in exercising any
right, option, power or privilege hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise thereof preclude any other or further
exercise thereof, or the exercise of any other right, option, power or
privilege.
15. Amendment. This Agreement can only be amended, waived or terminated
by a writing signed by both the Company and Executive.
16. Applicable Law. This Agreement shall be governed by and construed
and interpreted in accordance with the internal law of the State of Nevada,
without reference to its rules as to conflicts of law.
17. Headings. The section headings in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
Executive The Company
--------- -----------
StarMed Group, Inc.
/s/ Xxxxxx X. Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxxxx
Xxxxxx X. Xxxxxxxxx Title: Executive Vice President
- 5 -
STARMED GROUP, INC. CONFIDENTIAL
EXHIBIT A
BUSINESS PRACTICES POLICY
-------------------------
NEED FOR POLICY
StarMed Group, Inc. maintains certain policies to guide its employees
with respect to standards of conduct expected in areas where improper activities
could damage the Company's reputation and otherwise result in serious adverse
consequences to the Company and to employees and consultants involved. The
purpose of this Policy is to affirm, in a comprehensive statement, required
standards of conduct and practices with respect to certain types of payments and
political contributions. Insensitivity to or disregard of the principles of this
Policy will be grounds for appropriate disciplinary action.
STATEMENT OF POLICY
Prohibition of Improper Payments
--------------------------------
The Company expects all employees to use only legitimate practices in
commercial operations. As stated below, "kickbacks" or "bribes" intended to
induce or reward favorable buying decisions are unacceptable and prohibited.
No employee of the Company acting on the Company's behalf shall, in
violation of any applicable law, offer or make directly or indirectly through
any other person or firm, any payment of anything of value (in the form of
compensation, gift, contribution or otherwise) to any person or firm employed by
or acting for or on behalf of any customer, whether private or governmental, for
the purpose of inducing or rewarding any favorable action by the customer in any
commercial transaction; or any governmental entity, for the purpose of inducing
or rewarding action (or withholding of action) by a governmental entity in any
governmental matter;
In utilizing consultants, agents, sales representatives or other, the
Company will employ only reputable, qualified individuals or firms under
compensation arrangements which are reasonable in relation to the services
performed.
The provisions of this section are not intended to apply to ordinary
and reasonable business entertainment or gifts not of substantial value,
customary in local business relationships and not violative of law as applied in
that environment. When customer organizations, governmental agencies, or others
have published policies intended to provide guidance with respect to acceptance
of entertainment, gifts, or other business courtesies by their employees, such
policies shall be respected.
- 6 -
STARMED GROUP, INC. CONFIDENTIAL
RESPONSIBILITY AND AUTHORITY
Management Responsibility and Consultation
------------------------------------------
Each cognizant manager is responsible for taking timely action,
including remedial action as may be necessary, in response to any matter which
arises under this Policy Statement. The manager will be expected to seek the
counsel and guidance of higher management as circumstances may require.
Reports
-------
Any employee who is requested to make, authorize, or agree to any offer
or payment which is, or may be, contrary to this Policy will promptly report
such information to the employee's manager.
Any employee who acquires information (for example, newspaper reports,
reports from customers, or statements of individuals involved) that gives the
employee reason to believe that any employee or consultant to the company is
engaged in conduct forbidden by this Policy, or that any sales representative,
distributor or other person or firm representing the Company in any transaction
is engaged in the type of conduct (whether or not in connection with a
transaction involving the Company or its products) which, if engaged in by an
employee of the Company, would violate this Policy, will promptly report such
information to the employee's manager.
Any manager receiving a report as cited above will promptly report the
matter to higher management and thereafter will, after appropriate
investigation, take timely remedial or other action as warranted under the
provisions of this Policy.
- 7 -
STARMED GROUP, INC. CONFIDENTIAL
EXHIBIT B
EMPLOYEES' OUTSIDE BUSINESS INTERESTS POLICY
NEED FOR POLICY
In order to preserve the common corporate interests in continued
efficient and profitable operation and protect the Company's and its employees'
reputation for integrity, a statement of policy is needed to:
o define clearly the rights and responsibilities of Company employees
in their direct or indirect business relationships with outside
individuals, companies, and organizations;
o establish an effective procedure for disclosure of transactions or
situations in which there may be actual or potential conflicts with
the Company's interests; and
o assign responsibility and corresponding authority to determine the
propriety and appropriate disposition of any case of actual or
potential conflicts of interests which may be reported or otherwise
disclosed.
STATEMENT OF POLICY
It is the policy of StarMed Group, Inc. to recognize and respect the
right of its employees to engage in outside financial, business or other
activities which they may deem proper and desirable provided that such outside
activities are legal, do not impair or interfere with the conscientious
performance of Company duties, do not involve the misuse of the Company's
influence, facilities or other resources, and do not reflect discredit upon the
good name and reputation of the Company.
Accordingly, for all business relationships with outside individuals,
companies, and organization and for all personal business undertakings, StarMed
Group, Inc. employees should:
o act in accordance with the law, established Company standards, and
their own good consciences;
o consider the rights, interests and responsibilities of the Company,
the outside individuals, companies and organizations, and
themselves;
o protect their own reputations and interests of the Company and its
controlled affiliates against actual or potential conflicting
interests with outside parties; and
o avoid personal transactions or situations in which their own
interests conflict or might be construed to conflict with those of
the Company or any of its controlled affiliates.
- 8 -
STARMED GROUP, INC. CONFIDENTIAL
In this connection, every employee shall disclose promptly, in writing,
any personal situation or transaction which is or may be in conflict with the
intent of this Policy. Disclosures shall be made to immediate managers.
A copy of this Policy and supporting guideline bulletin shall be given
to each person engaged for, or transferred to, a position in which the incumbent
would influence: (1) the conduct of Company business transactions, or (2) the
custody, protection or use of Company facilities, materials or other resources,
including proprietary information. Each such employee shall be requested to
acknowledge in writing his or his understanding of the Policy and to disclose at
that time any personal situation which is or may be in conflict therewith.
RESPONSIBILITY AND AUTHORITY
Responsibility, with commensurate authority for interpreting and
implementing the provisions of this Policy and for obtaining compliance, is
placed with individual managers.
RESERVATIONS OF AUTHORITY
Since acceptance by an employee of a position as an officer or director
of an outside business concern may entail important legal and business risks to
the Company and the individual involved, it is desirable that employees refrain
from accepting such positions except where the propriety of their participation
has been clearly established.
OUTSIDE BUSINESS IN WHICH POSITION AS OFFICER OR DIRECTOR WILL BE HELD
o Corporations or other business organizations in which service of a
Company employee as an officer or director could reasonably be
interpreted by others as representation of StarMed Group, Inc. or
could entail legal or other risks for the company: Requires approval
by President.
o Small local or family businesses in which service of a Company
employee could not reasonably be interpreted by others as
representation of StarMed Group, Inc. or does not entail legal or
other risks to the Company: Requires approval by cognizant Company
Officer or manager reporting to an officer with the limitation that
the approval authority must be one over one.
The individual approving the acceptance of a position as an officer or director
of an outside business concern should consider the desirability or necessity of
periodic reviews to determine whether continuance of the approval is
appropriate.
- 9 -
FIRST AMENDMENT TO
EXECUTIVE EMPLOYMENT AGREEMENT
This First Amendment to Executive Employment Agreement (this
"Amendment") is made as of June 1, 2005 by and between Xxxxxx X. Xxxxxxxxx
("Executive") and StarMed Group, Inc., a Nevada corporation (the "Company").
WHEREAS, Executive and the Company entered into that certain Executive
Employment Agreement, dated as of June 1, 2005 (the "Employment Agreement"); and
WHEREAS, Executive and the Company desire to make an amendment to the
Employment Agreement;
NOW THEREFORE, Executive and the Company hereby amend the Employment
Agreement as follows:
1. Paragraph 3 of Section 3 of the Employment Agreement is hereby
deleted in its entirety and in substitution thereof shall be
the following:
"In lieu of additional cash, the Executive shall
receive stock in an amount to be determined by the
Board of Directors within 2 years from the date of
this agreement."
2. The Employment Agreement, as amended above, remains effective
in accordance with the terms thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
/s/ Xxxxxx X. Xxxxxxxxx
XXXXXX X. XXXXXXXXX
STARMED GROUP, INC.
/s/ Xxxxxx X. Xxxxxxxxxx
By: Xx. Xxxxxx X. Xxxxxxxxxx
Its: Executive Vice President
- 10 -
