EMPLOYMENT AGREEMENT
THIS AGREEMENT is made effective as of the 5th day of August 2005, by and
between WELLSTAR INTERNATIONAL, INC., a Nevada corporation, with its principal
address at 0000 Xxxxxxx Xxxx, Xxxxxxx, Xxxx 00000 ("Wellstar", the "Company", or
"Employer") and XXXX X. ANTONIO, an individual, with a principal address at 0000
Xxxxxxx Xxxx, Xxxxxxx, Xxxx 00000 (the "Employee").
WHEREAS, Wellstar desires to engage in the business of marketing thermal
imaging technology in the medical and veterinary fields;
WHEREAS, Wellstar wishes to employ Employee as the "President and Chairman"
of the Company pursuant to the terms and conditions of this Agreement and to be
assured of its right to his services during the term hereof; and
WHEREAS, Employee desires to render such employment services to the
Employer and is willing to accept such employment on the terms and conditions
provided herein.
NOW, THEREFORE, in consideration of such employment and other good and
valuable consideration as more fully described herein, and intending to be
legally bound, Wellstar and Employee agree as follows:
ARTICLE I
ENGAGEMENT AND DUTIES: DEVOTION OF TIME
1.1 Engagement and Duties. Wellstar hereby employs Employee for the Term
(as defined in Section 4.1) commencing on the date hereof (the "Effective
Date"). Employee shall render services to Employer and Trillennium Medical
Imaging Services, Inc., a wholly owned subsidiary of Wellstar ("Trillennium") on
a full-time basis as the "President and Chairman" for both Wellstar and
Trillennium. Employee's duties shall include, but not be limited to the
following: new business development, strategic planning, management and
oversight of day-to-day operations, shareholder relations, hiring and firing of
employees and third party professionals. All duties and activities performed by
Employee shall be conducted in compliance with Employer's Policies and
Procedures, as may be reasonably set forth by the Board of Directors from time
to time.
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1.2 Acceptance. Employee hereby accepts such employment and agrees to
render services to the Employer.
1.3 Schedule. During the Term of Employment, Employee shall be employed on
a full-time basis. Employee's working schedule during the Term of Employment
shall correspond with the reasonable requirements of his position.
ARTICLE II
COMPENSATION
2.1 Salary. During the Initial Term, Wellstar shall pay Employee a base
salary of Two Hundred Forty Thousand and 00/100 ($240,000.00) Dollars per annum.
Base salary paid hereunder shall be payable not less frequently than bi-monthly
in accordance with Wellstar's regular employee compensation practices (the
"Salary"). Raises in the Salary after completion of the Initial Term shall be as
determined in the discretion of Wellstar's Board of Directors. Payment of Salary
in any partial year of employment shall be pro-rated for actual time of
employment.
2.2 Bonus. Wellstar may pay an annual performance bonus in an amount to be
determined by Wellstar's Board of Directors in its sole discretion.
2.3 Business Expenses. Wellstar shall pay or reimburse the Employee for all
reasonable and customary business expenses actually incurred or paid by him
during the Term in the performance of the Employee's services under this
Agreement upon approval by the President and presentation of expense statements
and expense reports, receipts, vouchers or such other supporting information as
required for reporting purposes by the Internal Revenue Service and/or as
Wellstar customarily may require.
2.4 Incentives. Quarterly or semi-annually, as determined by the Chairman
of Board of Directors, Employee and the Chairman shall meet and agree upon a set
of reasonable management objectives for the Employee to meet within the upcoming
calendar quarter or half year, in accordance with the direction and goals of the
Employer. Each of the objectives shall have a specific weighted value and a
specific monetary incentive to be paid to Employee when each objective has been
achieved. The monetary incentive for the objective shall range between $10,000
and $50,000 per objective depending upon the weight of the particular objective
as agreed upon between the Chairman of the Board of Directors and the Employee
on a case-by-case basis. The objectives, as aforementioned, shall be set forth
in a written document, which shall be executed, by the Chairman and Employee.
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ARTICLE III
BENEFITS
3.1 Vacations. The Employee shall be entitled to four (4) weeks of paid
vacation per year. Sick days and personal days shall be in accordance with the
terms of the Wellstar Employee Handbook or whatever corporate practices have
been established.
3.2 Employment Benefits. During the Term, the Employee shall be eligible to
participate in such life, medical, dental and other employee benefit plans of
Wellstar, which may be in effect from time to time, to the extent he is
eligible, under the terms of those plans, on the same basis as the other
employees of Wellstar.
ARTICLE IV
TERM, TERMINATION AND PAYMENT ON TERMINATION
4.1 Term. The initial term of this Agreement shall commence on the
Effective Date and continue for a period of Five (5) years (the "Expiration
Date"), unless sooner terminated as provided herein (the "Term"). The Term may
be extended for additional periods by the mutual agreement of the parties.
Notwithstanding the foregoing, unless either of the parties notifies the other
at least sixty (60) days before the end of the Term of intent to terminate the
Employee's employment, this Agreement shall then automatically extend for an
additional one (1) year terms under all the same terms in conditions set forth
herein.
4.2 Termination. Notwithstanding the provisions of Section 4.1 above and
subject to Section 4.3 below, Employee's employment under this Agreement shall
terminate immediately upon the first to occur of the following events (the
"Termination Date"):
(a) The death of Employee or retirement of Employee after the age of
65;
(b) The termination of Employee's employment by Wellstar for Cause.
"Cause" shall mean the occurrence of any of the following events:
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(1) Employee's conviction of any felony or lesser offense involving
Wellstar's property or a crime involving moral turpitude; or
(2) Substance abuse; or
(3) Employee's material and willful neglect to perform the duties
assigned to him pursuant to this Agreement (other than by reason of death or
Disability).
4.3 Compensation Following Termination of Employment. In the event that
Employee's employment with Wellstar is terminated pursuant to Section 4.2,
Wellstar shall pay all compensation and bonuses earned and unpaid as of the
Termination Date. Such amount(s) shall be paid to Employee by corporate check
within thirty (30) days following the Termination Date.
ARTICLE V
MISCELLANEOUS
5.1 Notices. All notices, requests, demands and other communications
(collectively, a "Notice") given or made pursuant to this Agreement shall be in
writing and shall be given by personal delivery with confirmation of receipt, by
recognized overnight courier, facsimile or by registered or certified mail,
return receipt requested, postage and fees prepaid, to the parties at their
addresses set forth in the introductory paragraph hereof.
Any Notice shall be deemed duly given when received by the addressee
thereof, provided that any Notice sent by registered or certified mail shall be
deemed to have been duly given five (5) days after the date of deposit in the
United States mail, unless sooner received. Any of the parties to this Agreement
may from time to time change its address for receiving Notices by giving written
notice thereof in the manner set forth above.
5.2 Entire Agreement. This Agreement, together with all exhibits
hereto, if any, contains the sole and entire agreement and understanding of the
parties with respect to the Employee's relationship with the Employer, and any
and all prior discussions, negotiations, commitments and understandings, whether
oral or otherwise, relating to the subject matter of this Agreement are hereby
merged herein.
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5.3 Governing law; Jurisdiction. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Ohio. Jurisdiction for
all disputes arising hereunder or in relation hereto shall be exclusively in the
Courts in Xxxxx County, Ohio
5.4 Severability. Whenever possible each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be or become prohibited or invalid
under applicable law, such provisions shall be ineffective to the extent of such
prohibition or invalidity without invalidating the remainder of such provision
or the remaining provisions of this Agreement.
5.5 Captions. The various captions of this Agreement are for reference only
and shall not be considered or referred to in resolving questions or
interpretation of this Agreement.
5.6 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
5.7 Attorneys' Fees. If any action is brought concerning any provision of
this Agreement or the rights and duties of any person in relation thereto, the
prevailing party in such action shall be entitled to reasonable attorneys' fees
and costs in such action in addition to any other relief to which it may be
entitled.
5.8 Waiver. Waiver by either of the parties of any breach of any provision
of this Agreement shall not operate or be construed as a waiver of any prior or
subsequent breach of the same or any other provision hereof.
5.9 Amendment. This Agreement may be amended, modified, superseded or
cancelled, in whole or in part, only by a written instrument executed by
Employee and by the President of Wellstar.
5.10 Assignment. In as much as the Agreement provides for the rendering of
personal services by the Employee, Employee may not assign his obligation or
duties under this Agreement, and any attempted or purported assignment or any
delegation of Employee's duties or obligations arising under this Agreement to
any third party or entity shall be deemed to be null and void, and shall
constitute a material breach by Employee of his duties and obligations under
this Agreement.
5.11 Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors, assigns, heirs
and legal representatives.
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5.12 Rule of Construction. In the event of any dispute between the parties,
there shall not be employed the rule to construe ambiguity against the
draftsman. This agreement has been fully negotiated between the parties.
IN WITNESS WHEREOF, this Agreement has been made and entered into effective
as of the date and year first above written.
EMPLOYER:
WELLSTAR INTERNATIONAL, INC.,
A Nevada corporation
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Antonio
Chairman of the Board of Directors
EMPLOYEE:
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Antonio
