Exhibit 10.11
EMPLOYMENT AGREEMENT
(XXXXXX X. XXXXX)
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made effective as of
December 5, 2005 (the "Effective Date") by and between Health Discovery
Corporation, a Texas corporation ("Employer"), and the undersigned individual
("Employee").
R E C I T A L S:
A. Employer desires Employee's employment with Employer upon the
terms and conditions set forth in this Agreement.
B. Employee desires to accept such employment, upon the terms
and conditions set forth in this Agreement.
C. Employee represents and warrants to Employer that he is not
party to any contract which Employee will be breaching by entering into this
Agreement or which restricts in any way Employee's ability to accept employment
with Employer.
D. Employer would not enter into this Agreement with Employee but
for the foregoing representation and warranty by Employee.
NOW, THEREFORE, in consideration of the mutual promises, terms,
provisions and conditions contained in this Agreement, the parties agree as
follows:
1. Definitions. For the purposes of this Agreement, the following terms
have the meanings specified or referred to in this Section 1.
"Basic Compensation"-- Salary and Benefits.
"Company Information"-- any and all:
(a) Trade secrets concerning the business and affairs of Employer,
including product specifications, data, know-how, formulae,
compositions, processes, designs, sketches, photographs, graphs,
drawings, samples, inventions and ideas, past, current and
planned research and development, current and planned
distribution methods and processes, lists of current and
prospective customers, current and anticipated customer
requirements, price lists, market studies, business plans,
computer software and programs (including, but not limited to,
object code and source code), computer software and database
technologies, systems, structures and architectures (and related
formulae, compositions, processes, improvements, devices,
know-how, inventions, discoveries, concepts, ideas, designs,
methods and information), Employee Inventions (as such term is
defined below), and any other information, without regard to
form and however documented, that is a trade secret within the
meaning of any applicable state trade secret law ("Trade
Secrets");
(b) Confidential information concerning the business and affairs of
Employer not publicly disclosed by Employee (which includes
historical financial statements, financial projections and
budgets, historical and projected sales, capital spending
budgets and plans, the names and backgrounds of key personnel,
personnel training and techniques and materials), without regard
to form and however documented, but that does not qualify as a
Trade Secret ("Confidential Information").
"Employee Invention"-- any idea, invention, technique, modification,
process or improvement (whether patentable or not), any industrial design
(whether registerable or not), and any work of authorship, publication (whether
or not copyright protection may be obtained for it) created, conceived or
developed by Employee, either solely or in conjunction with others (including
Employer and Employee's other previous employers), during or before the
Employment Period, or during a period that includes a portion of the Employment
Period, that relates to the business then being conducted or proposed to be
conducted by Employer and any such item created by Employee, either solely or in
conjunction with others, following termination of Employee's employment with
Employer that is based upon, contains, consists of or uses Company Information.
Employer will exclude items from Employee Inventions that are not related to the
present or proposed business of the Employer or its affiliates or that cannot be
assigned under applicable state law, provided however that Employee notifies
Employer of the existence of any such item within ninety (90) days of its
creation by Employee.
"Employment Period"-- the period of Employee's employment under this
Agreement.
"person"-- any individual, corporation (including any non-profit
corporation), general or limited partnership, limited liability company, joint
venture, estate, trust, association, organization or governmental body.
"Severance Period"-- a period of time beginning on the first day after
the end of the Employment Period and ending on the first to occur of (i) the end
of the Term of this Agreement or (ii) the first (1st) anniversary of the end of
the Employment Period.
2. Employment Terms and Duties.
2.1 Employment. Employer hereby employs Employee, and Employee
hereby accepts employment by Employer, upon the terms and
conditions set forth in this Agreement.
2.2 Term. Subject to the provisions of Section 5 of this Agreement,
the term of Employee's employment under this Agreement shall be
for that term set forth on Schedule I attached hereto.
2.3 Duties. Employee shall have such duties as are directed by the
chief executive officer of the Employer, and will initially
serve in that capacity set forth in Schedule I to this
Agreement. Employee shall devote all of Employee's time,
attention, skill and energy to the business of Employer during
business hours (i.e., a standard forty hour work week) and
during such other hours as may be reasonably necessary to
fulfill his duties and responsibilities, with the exception of
absences on account of illness or vacation in accordance with
Employer's policies and in connection with Employee's existing
obligations to the Association of Affiliated Carriers, Purple
Shamrock, O'Brien Transport, Wash Systems, Inc. and Duff &
Xxxxxx. Employee shall not during the term of this Agreement be
engaged in any other business activity or serve as an employee,
independent contractor, advisor or consultant to any other
person or entity of whatever nature other than (i) activities
done with Employer's knowledge and prior written consent
(including serving as a consultant to those persons listed above
in an amount not to exceed 40 hours per month) and (ii) passive
investments that do not create a conflict of interest and that
do not violate any noncompetition covenants contained in this
Agreement.
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3. Compensation.
3.1 Salary. Employee shall be paid that salary set forth on Schedule
I attached hereto (the "Salary"), which shall be earned and
payable in equal periodic installments in accordance with
Employer's customary payroll practices, but no less frequently
than monthly.
3.2 Options. Employee shall be granted that number of options as set
forth on Schedule I attached hereto (the "Options"), which
options shall vest as set out on such schedule.
3.3 Benefits. Employee shall, during the Employment Period, be
permitted to participate in such pension, profit sharing, bonus,
life insurance, hospitalization, major medical, management
incentive plans and other employee benefit plans of Employer or
its affiliates that may be in effect from time to time, to the
extent Employee is eligible under the terms of those plans
(collectively, the "Benefits"). Employee acknowledges that
Employer currently does not have in effect any such plans. If no
coverage is in place by November 1, 2005, Employer shall cover
such expenses as set out on Schedule I attached hereto.
4. Vacations, Holidays and Other Paid Time Off. Employee shall be entitled
to the number of days of vacation set forth on Schedule I attached
hereto. In addition to vacation, Employee will be eligible for up to
five (5) days of sick time per year on a non-cumulative basis, which may
be taken pursuant to Employer's standard policies and practices.
Employee will also be entitled to the paid holidays and other paid leave
set forth in Employer's policies.
5. Termination.
5.1 Events of Termination. The Employment Period, Employee's Basic
Compensation and any and all other rights of Employee under this
Agreement or otherwise as an employee and officer of Employer or
its affiliates will terminate (except as otherwise provided in
this Section 5) (a) upon the death of Employee; (b) upon the
disability of Employee (as defined in Section 5.2 of this
Agreement) immediately upon notice from either party to the
other; (c) for cause (as defined in Section 5.3 of this
Agreement); or (d) without cause upon thirty (30) days' prior
notice from Employer or Employee.
5.2 Definition of Disability. For purposes of Section 5.1 of this
Agreement, Employee shall be deemed to have a "disability" if,
because of a physical or mental impairment, Employee is unable
to perform the essential functions of Employee's duties under
this Agreement with or without reasonable accommodations for
one-hundred twenty (120) consecutive days, or one hundred eighty
(180) total days during any twelve (12) month period, as
determined in accordance with this Section 5.2. The disability
of Employee will be determined based upon the examination of
Employee by a medical doctor selected by written agreement of
Employer and Employee upon the request of either party by notice
to the other. If Employer and Employee cannot agree on the
selection of a medical doctor, each of them will select a
medical doctor and the two medical doctors will select a third
medical doctor who will conduct the examination. The
determination of the examining medical doctor selected under
this Section 5.2 will be binding on both parties. Employee must
submit to a reasonable number of examinations by the examining
medical doctor under this Section 5.2, and Employee hereby
authorizes the disclosure and release to the examining medical
doctor of all supporting medical records. If Employee is not
legally competent, Employee's legal guardian or duly authorized
attorney-in-fact
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will act in Employee's stead, under this Section 5.2, for the
purposes of submitting Employee to the examinations, and
providing the authorization of disclosure, required under this
Section 5.2.
5.3 Definition of "For Cause." For purposes of Section 5.1, the
phrase "for cause" with respect to a termination of employment
by Employer means: (a) a material breach by Employee of this
Agreement; (b) Employee's failure to adhere to any Employer
policy if Employee has been given an opportunity to comply with
such policy or cure his failure to comply; (c) the appropriation
(or attempted appropriation) of any business opportunity of
Employer or any of Employer's affiliates, including attempting
to secure or securing any personal profit in connection with any
transaction entered into on behalf of Employer or any of
Employer's affiliates; (d) the misappropriation (or attempted
misappropriation) of any of Employer or Employer's affiliate's
funds or property; (e) the conviction of or the entering of a
guilty plea or plea of no contest with respect to, a felony or
the equivalent thereof; or (f) any willful or intentional
misconduct by Employee causing detriment to Employer or any of
Employer's affiliates (as determined in Employer's sole
discretion). For purposes of Section 5.1, the phrase "for cause"
with respect to a termination of employment by Employee means:
(a) any non-payment of compensation or failure to provide
benefits provided for hereunder after Employer has been given
reasonable notice of same and an opportunity to comply with its
obligations hereunder, or (b) a material adverse change in
Employee's duties and responsibilities as described herein if
mandated by Employer.
5.4 Termination Pay. Effective upon the termination of Employee's
employment under this Agreement, Employer will be obligated to
pay Employee (or, in the event of Employee's death, Employee's
designated beneficiary as defined below) only such compensation
as is provided in this Section 5.4. For purposes of this Section
5.4, Employee's designated beneficiary will be such individual
beneficiary or trust, located at such address, as Employee may
designate by notice to Employer from time to time or, if
Employee fails to give notice to Employer of such a beneficiary,
Employee's estate. Notwithstanding the preceding sentence,
Employer will have no duty, in any circumstances, to attempt to
open an estate on behalf of Employee, to determine whether any
beneficiary designated by Employee is alive or to ascertain the
address of any such beneficiary, to determine the existence of
any trust, to determine whether any person or entity purporting
to act as Employee's personal representative (or the trustee of
a trust established by Employee) is duly authorized to act in
that capacity, or to locate or attempt to locate any
beneficiary, personal representative, or trustee.
5.4.1 Termination for Cause. If Employer terminates this
Agreement for cause, Employee will be entitled to
receive Employee's Salary only through the date such
termination is effective. If Employee terminates this
Agreement for cause, Employee will be entitled to
receive Employee's Salary for a period of three months
from the date such termination is effective.
5.4.2 Termination Upon Disability. If this Agreement is
terminated by either party as a result of Employee's
disability, as determined pursuant to Section 5.2,
Employer will pay Employee's Salary through the date on
which such termination is effective.
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5.4.3 Termination Upon Death. If this Agreement is terminated
because of Employee's death, Employee will be entitled
to receive Employee's Salary through the date on which
such termination is effective.
5.4.4 Termination Without Cause. If this Agreement is
terminated by Employer without cause, Employee will be
entitled to receive Employee's Salary for a period of
three months from the date such termination is
effective. If this Agreement is terminated by Employee
without cause, Employee will be entitled to receive
Employee's Salary only through the date such termination
is effective, and all outstanding options to acquire
shares of common stock of the Employer shall continue to
vest.
5.4.5 Benefits. Employee's accrual of, or participation in
plans providing for, the Benefits will cease at the
effective date of the termination of Employee's
employment under this Agreement for any reason, and
Employee will be entitled to accrued Benefits pursuant
to such plans only as provided in such plans. Employee
will not receive, as part of Employee's termination pay
pursuant to this Section 5, any payment or other
compensation for any sick leave, vacation or other leave
unused on the date the notice of termination is given
under this Agreement.
6. Nondisclosure Covenant; Employee Inventions.
6.1 Agreements of Employer. Employer promises that, after the
beginning of, and throughout the entirety of, the Employment
Period, Employer shall provide to Employee Company Information,
as it exists as of the Effective Date and as Employer continues
to acquire and develop new and additional Company Information
throughout the Employment Period.
6.2 Acknowledgments by Employee. Employee acknowledges that (a)
during the Employment Period and as a part of Employee's
employment, Employee will be afforded access to Company
Information; (b) public disclosure of such Company Information
could have an adverse effect on Employer or Employer's
affiliates and their business; (c) Employer desires to obtain
exclusive ownership of each Employee Invention, and Employer
will be at a substantial competitive disadvantage if it fails to
acquire exclusive ownership of each Employee Invention; and (d)
the provisions of this Section 6 are reasonable and necessary to
prevent the improper use or disclosure of Company Information
and to provide Employer with exclusive ownership of all Employee
Inventions.
6.3 Agreements of Employee. In consideration of the compensation and
benefits to be paid or provided to Employee by Employer under
this Agreement, Employee covenants as follows:
6.3.1 Confidentiality.
(i) During and following the Employment Period,
Employee shall hold in confidence the Company
Information and shall not disclose it to any
person except with the specific prior written
consent of Employer or except as otherwise
expressly permitted by the terms of this
Agreement.
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Employee's obligations under this Section 6.3.1
shall continue after the Employment Period: (a)
for two (2) years with respect to Confidential
Information; and (b) for so long after such two
(2) year period as the information qualifies as
a trade secret with respect to Trade Secrets.
(ii) Any Trade Secrets of Employer will be entitled
to all of the protections and benefits under any
applicable state trade secret law and any other
applicable law. Employee hereby waives any
requirement that Employer submit proof of the
economic value of any trade secret or post a
bond or other security.
(iii) None of the foregoing obligations and
restrictions applies to any part of the Company
Information that Employee demonstrates was or
became generally available to the public other
than as a result of a disclosure by Employee.
(iv) Employee will not remove from Employer's
premises (except to the extent such removal is
for purposes of the performance of Employee's
duties at home or while traveling, or except as
otherwise specifically authorized by Employer)
any document, record, notebook, plan, model,
component, device or computer software or code,
whether embodied in a disk or in any other form
owned by Employer or any client of Employer or
Employer's affiliates (collectively, the
"Proprietary Items"). Employee recognizes that,
as between Employer and Employee, all of the
Proprietary Items, whether or not developed by
Employee, are the exclusive property of
Employer. Upon termination of Employee's
employment by either party, or upon the request
of Employer during the Employment Period,
Employee will return to Employer all of the
Proprietary Items in Employee's possession or
subject to Employee's control, and Employee
shall not retain any copies, abstracts, sketches
or other physical embodiment of any of the
Proprietary Items, except, only that Employee
may retain copies of items reasonably necessary
and appropriate to demonstrate Employee's
professional and managerial recommendations and
opinion; provided, however, that such
Proprietary Items shall be used solely for the
purpose of protecting Employee from liabilities
and claims.
6.3.2 Employee Inventions. Each Employee Invention will belong
exclusively to Employer. Employee acknowledges that all
Employee Inventions are property of Employer, including,
but not limited to, any copyrights, patents, trademarks
or other intellectual property rights pertaining
thereto. If it is determined that any such works are not
works made for hire, Employee hereby assigns to Employer
all of Employee's right, title, and interest, including
all rights of copyright, patent, trademark and other
intellectual property rights to, or in, such Employee
Inventions. Employee covenants that Employee shall
promptly:
(i) Disclose to Employer in writing any Employee
Invention;
(ii) Assign to Employer or to a party designated by
Employer, at Employer's request and without
additional compensation, all of Employee's right
to Employee Inventions for the United States and
all foreign jurisdictions;
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(iii) Execute and deliver to Employer such
applications, assignments and other documents as
Employer may request in order to apply for and
obtain patents or other registrations with
respect to any Employee Invention in the United
States and any foreign jurisdictions;
(iv) Sign all other papers necessary to carry out the
above obligations; and
(v) Give testimony and render any other assistance,
at Employer's expense, in support of Employer's
rights to any Employee Invention.
6.4 Disputes or Controversies. Employee recognizes that should a
dispute or controversy arising from or relating to this
Agreement be submitted for adjudication to any court,
arbitration panel, or other third party, the preservation of the
secrecy of Company Information may be jeopardized. All
pleadings, documents, testimony and records relating to any such
adjudication will be maintained in secrecy and will be available
for inspection by Employer, Employee and their respective
attorneys and experts, who will agree, in advance and in writing
to receive and maintain all such information in secrecy, except
as may be limited by them in writing. If a disclosure of Company
Information is required by law, subpoena or court order,
Employee agrees to give Employer the maximum feasible prior
written notice of the legal justifications and requirements for
any proposed disclosure of such information so that Employer may
object to such disclosure of Company Information if appropriate.
7. Non-Competition Covenant.
7.1 Employee acknowledges that: (a) the services to be performed by
Employee for Employer are of a special, unique, unusual,
extraordinary and intellectual character; (b) Employer's
businesses are national in scope and its products and services
are marketed throughout the United States of America; (c)
Employer competes with other businesses that are or could be
located in any part of the United States of America; and (d) the
provisions of this Agreement are reasonable and necessary to
protect Employer's businesses.
7.2 Employee agrees that during the term of his employment by
Employer and for a period of one (1) year following the
termination of such employment, regardless of the reason for or
manner of termination, Employee shall not, within the United
States of America, either directly or indirectly, on his own
behalf or in the service or on behalf of others undertake for a
Competitor to perform duties and responsibilities: (i) relating
to the development, sales, production, marketing or promotion of
artificial intelligence algorithms competitive with the products
for which Employee had responsibility during his employment; or
(ii) the same or substantially similar to those duties and
responsibilities Employee has undertaken for the Company in the
same industry as the Company.
8. Noninterference Covenant.
8.1 Acknowledgments by Employee. Employee acknowledges that: (a) the
services to be performed by Employee under this Agreement are of
a special, unique, unusual, extraordinary and intellectual
character; (b) Employer's businesses are national and its
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products are marketed throughout the United States of America;
(c) Employer competes with other businesses that are or could be
located in any part of the United States of America; and (d) the
provisions of this Section 8 are reasonable and necessary to
protect Employer's businesses.
8.2 Covenants of Employee. In consideration of Employer providing
Employee with Company Information at the inception of, and
throughout, the Employment Period, and for other valuable
consideration, Employee covenants that Employee will not,
directly or indirectly:
8.2.1 Whether for Employee's own account or for the account of
any other person, at any time during the Employment
Period and the Post-Employment Period, solicit any
customer of Employer with whom Employee had material
contact during the one (1) year prior to the
Post-Employment Period for the purpose of marketing or
selling a product or service competitive with any
product or service of Employer and for which Employee
had research, development, sales, production or
marketing involvement during the Employment Period; or
8.2.2 Whether for Employee's own account or the account of any
other person, within the United States at any time
during the Employment Period and the Post-Employment
Period, solicit or in any manner induce or attempt to
induce any employee of Employer or Employer's affiliates
with whom Employee had material contact to terminate
his/her employment with Employer or Employer's
affiliate.
For purposes of this Agreement, the term "Post-Employment
Period" means a two (2) year period beginning on the date of
termination of Employee's employment with Employer or
Employer's affiliates.
If any covenant in this Section 8.2 is held to be
unreasonable, arbitrary, or against public policy, such
covenant will be considered to be divisible with respect to
scope, time and geographic area, and such lesser scope, time
or geographic area, or all of them, as a court of competent
jurisdiction may determine to be reasonable, not arbitrary and
not against public policy, will be effective, binding and
enforceable against Employee. Employee shall, while the
covenant under this Section 8.2 is in effect, give notice to
Employer, within ten (10) days after accepting any other
employment, of the identity of Employee's employer. Employer
may notify such employer that Employee is bound by this
Agreement and, at Employer's election, furnish such employer
with a copy of this Agreement or relevant portions thereof.
9. Nondisparagement Covenant.
Employee shall not, at any time during the Employment Period or
thereafter, disparage Employer, or its affiliates, or any of their respective
shareholders, partners, managers, directors, officers, employees or agents.
10. General Provisions.
10.1 Injunctive Relief and Additional Remedy. Employee acknowledges
that the injury that would be suffered by Employer or Employer's
affiliates as a result of a breach of the provisions of this
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Agreement (including any provision of Sections 6, 7 and 8 of
this Agreement) would be irreparable and that an award of
monetary damages to Employer or any of Employer's affiliates for
such a breach would be an inadequate remedy. Consequently,
Employer will have the right, in addition to any other rights it
may have, to obtain injunctive relief to restrain any breach or
threatened breach or otherwise to specifically enforce any
provision of this Agreement, and Employer or any of Employer's
affiliates will not be obligated to post bond or other security
in seeking such relief.
10.2 Covenants of Sections 6, 7 and 8 Are Essential Covenants. The
covenants by Employee in Sections 6, 7 and 8 of this Agreement
are essential elements of this Agreement, and without Employee's
agreement to comply with such covenants, Employer or Employer's
affiliate would not have entered into this Agreement or employed
Employee and absolutely would not have disclosed to Employee any
of the Confidential Information. Employer or Employer's
affiliate and Employee have independently consulted their
respective counsel and have been advised in all respects
concerning the reasonableness and propriety of such covenants,
with specific regard to the nature of the business conducted by
Employer or Employer's affiliate. Employee's covenants in
Sections 6, 7 and 8 of this Agreement are essential covenants
and the assertion of any claim by Employee against Employer or
Employer's affiliate under this Agreement or otherwise, will not
excuse Employee's breach of any covenant in Sections 6, 7 and 8
of this Agreement. If Employee's employment hereunder expires or
is terminated, this Agreement will continue in full force and
effect as is necessary or appropriate to enforce the covenants
and agreements of Employee in Sections 6, 7 and 8 of this
Agreement.
10.3 Representations and Warranties by Employee. Employee represents
and warrants to Employer that the execution and delivery by
Employee of this Agreement does not, and the performance by
Employee of Employee's obligations hereunder will not, with or
without the giving of notice or the passage of time, or both:
(a) violate any judgment, writ, injunction or order of any
court, arbitrator or governmental agency applicable to Employee;
or (b) conflict with, result in the breach of any provisions of
or the termination of, or constitute a default under, any
agreement to which Employee is a party or by which Employee is
or may be bound.
10.4 Obligations Contingent on Performance. The obligations of
Employer hereunder, including Employer's obligation to pay the
compensation provided for herein, are contingent upon Employee's
performance of Employee's obligations hereunder and all
obligations of Employee hereunder are contingent upon Employer's
performance of Employer's obligations hereunder. It is
specifically understood that in the event Employee breaches the
covenants in Sections 6, 7 and 8 of this Agreement, Employee
shall return any payments, if any, made to Employee during the
Severance Period and Employer shall be under no further
obligation to make further payments, if any, to Employee during
such Severance Period.
10.5 Waiver. The rights and remedies of the parties to this Agreement
are cumulative and not alternative. Neither the failure nor any
delay by either party in exercising any right, power, or
privilege under this Agreement will operate as a waiver of such
right, power or privilege and no single or partial exercise of
any such right, power or privilege will preclude any other or
further exercise of such right, power or privilege or the
exercise of any other right, power or privilege. To the maximum
extent permitted by applicable law, (a) no claim or right
arising out of this Agreement can be satisfied by one party, in
whole or in part, by a waiver or renunciation of the claim or
right unless in writing signed by the other party; (b) no waiver
that may be given by a party will be applicable except
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in the specific instance for which it is given; and (c) no
notice to or demand on one party will be deemed to be a waiver
of any obligation of such party or of the right of the party
giving such notice or demand to take further action without
notice or demand as provided in this Agreement.
10.6 Binding Effect; Assignment; Delegation of Duties Prohibited.
This Agreement shall inure to the benefit of, and shall be
binding upon, the parties hereto and their respective
successors, assigns, heirs and legal representatives, including
any entity with which Employer may merge or consolidate or to
which all or substantially all of its assets may be transferred.
This Agreement is expressly assignable by Employer, except as it
relates to the options granted to the Employee in Schedule 1.
Employee acknowledges and agrees that this Agreement may be
assigned in the future by Employer to an affiliate or subsidiary
of Employer or to a successor in interest of Employer. The
duties and covenants of Employee under this Agreement, being
personal, may not be assigned or delegated.
10.7 Notices. All notices, consents, waivers and other communications
under this Agreement must be in writing and will be deemed to
have been duly given when (a) delivered by hand (with written
confirmation of receipt); (b) sent by facsimile (with written
confirmation of transmission), provided that a copy is mailed by
registered mail, postage prepaid, return receipt requested; or
(c) when received by the addressee, if sent by a nationally
recognized overnight delivery service (receipt requested), in
each case to the appropriate addresses and facsimile numbers set
forth below (or to such other addresses and facsimile numbers as
a party may designate from time to time by notice to the other
parties):
If to Employer: Health Discovery Corporation
0000 Xxxxx Xxx Xxxxxx Xxxx
Xxxxxx, XX 00000
If to Employee: At that address set forth on the
signature page hereto.
10.8 Entire Agreement; Amendments. This Agreement contains the entire
agreement between the parties with respect to the subject matter
hereof and supersedes all prior agreements and understandings,
oral or written, between the parties hereto with respect to the
subject matter hereof. This Agreement may not be amended orally,
but only by an agreement in writing signed by the parties
hereto.
10.9 Governing Law. This Agreement will be governed by, and construed
in accordance with, the laws of the State of Georgia, without
regard to conflicts of laws principles.
10.10 Jurisdiction. Any action or proceeding seeking to enforce any
provision of, or based on any right arising out of, this
Agreement shall be brought against either of the parties in the
courts of the State of Georgia, County of Chatham, or, if such
party has or can acquire jurisdiction, in the United States
District Court for the Southern District of Georgia, and each of
the parties consents to the exclusive jurisdiction and venue of
such courts (and of the appropriate appellate courts) in any
such action or proceeding and waives any objection to venue laid
therein. Process in any action or proceeding referred to in the
preceding sentence may be served on either party anywhere in the
world.
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Employee Initials
10.11 Section Headings, Construction. The headings of Sections in this
Agreement are provided for convenience only and will not affect
its construction or interpretation. All references to "Section"
or "Sections" refer to the corresponding Section or Sections of
this Agreement unless otherwise specified. All words used in
this Agreement will be construed to be of such gender or number
as the circumstances require. Unless otherwise expressly
provided, the word "including" (or "included" or "includes")
shall be deemed to be followed by the phrase "without
limitation."
10.12 Severability. If any provision of this Agreement is held invalid
or unenforceable by any court of competent jurisdiction, the
other provisions of this Agreement will remain in full force and
effect. Any provision of this Agreement held invalid or
unenforceable only in part or degree will remain in full force
and effect to the extent not held invalid or unenforceable.
10.13 Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original
copy of this Agreement and all of which, when taken together,
will be deemed to constitute one and the same agreement.
(Signatures begin on next page)
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement effective as of the December 5, 2005.
EMPLOYER:
Health Discovery Corporation
By: /s/ Xxxxxxx X. Xxxxxxxx, M.D.
Name: Xxxxxxx X. Xxxxxxxx, M.D.
Title: Chief Executive Officer
EMPLOYEE:
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Address:
__________________________________
__________________________________
Telephone Number: _______________
Facsimile Number: ________________
12
Exhibit 10.11
SCHEDULE I
Employee: Xxxxxx X. Xxxxx
Effective Date: November 14, 2005
Salary: $60,000 Annual Salary, to be reviewed after the
first year for potential increase.
Options: Employee will receive options to acquire
1,500,000 shares of Employer's common stock at
an exercise price equal to $0.10. Such options
shall will vest in 250,000 share increments at
six month intervals over the term of this
Agreement and otherwise be subject to the terms
of the Company's form of option agreement. The
options shall vest upon a change of control of
the Employer.
Benefits: Employer will pay Employee's Blue Cross Blue
Shield monthly expense of $287, as adjusted by
Blue Cross Blue Shield, until Employer adopts a
healthcare policy.
Vacation: Employee will be entitled to twenty-one (21)
days of paid vacation each year.
Office Allowance: Employer will reimburse Employee $200 per month
for expenses associated with office in the home.
Title: Executive Vice President
Duties: Employee shall provide management services on
behalf of Employer, and such other duties as
directed by Employer's board of directors from
time to time. Employee may be required to travel
extensively for Employer and Employer's
affiliates.
Term: Three years beginning on the Effective Date.
