Exhibit 10.12
Ref 20010530
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Employment Agreement") effective as of the
18th day of June, 2001 ("Effective Date") is between INFORMEDLX, INC., a
Delaware corporation (the "Corporation") with offices at 0000 Xxxxxxx Xx.,
Xxxxxxxxx, XX 00000-0000 and Xxxxx Xxxxxxxx residing at 0000 Xxxxxxxx Xxxxx, XX
Xxxxxxxxxx, XX 00000 ("Employee").
WITNESSETH:
WHEREAS, the Corporation desires to employ the Employee as its President
and Chief Operating Officer; and,
WHEREAS, the Employee desires to accept such employment upon the terms and
conditions set forth in this Employment Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and obligations
hereinafter set forth, and the consideration, the receipt and sufficiency of
which is hereby acknowledged, the Corporation and Employee hereto agree as
follows.
1. Employment.
A. The Corporation hereby employs the Employee, and the Employee hereby
accepts the employment by the Corporation as President and Chief
Operating Officer of the Corporation upon the terms and conditions set
forth in this Employment Agreement.
B. Employee will report to the Chief Executive Officer of the Corporation
("CEO").
C. The Employee will perform the Employee's duties under this Employment
Agreement at the Corporation's offices at 0000 Xxxxxxx Xx., Xxxxxxxxx,
XX 00000-0000.
2. Term.
A. The term of this Employee's employment under this Employment Agreement
shall commence on June 18, 2001 and end on June 17, 2004 (the "Term of
Employment").
B. Employee shall actively assume the Employee's position on June 18,
2001 and payment of salary and other payments shall begin upon that
date.
3. Duties.
A. General Provisions.
(1) The Employee shall perform such duties and services and shall be
allocated such resources, consistent with the Employee's
position, as may
InforMedix, Inc. Employment Agreement with Xxxxx Xxxxxxxx
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be assigned from time to time by the CEO. In furtherance of the
foregoing, the Employee hereby agrees to perform well and
faithfully such duties and responsibilities.
(2) Employee shall be subject to the terms and conditions of
employment set forth in the Corporation's Policies and Procedures
Manual, which may be revised unilaterally by the Corporation at
any time. To the extent that there are any inconsistencies
between that Manual and this Employment Agreement, the terms of
this Employment Agreement shall control.
B. Specific Duties and Responsibilities.
(1) Employee shall develop and implement, in conjunction with the
CEO, The Board, and the Advisory Board, a fundraising program
focused on locating, presenting to, negotiating, and closing on
financing from one or more of a variety of financial sources,
including angel investors, corporate strategic investors,
government agencies, and others. Initially this focus will be on
obtaining sufficient financing to fully fund the InforMedix $1.2
million Convertible Loan with Detachable Warrants. Concurrently,
Employee will focus on obtaining $5 million to $10 million in
financing which may include strategic equity investment,
traditional equity investment, license and royalty fees,
government or private grants, debt and/or convertible debt
financing.
(2) Employee shall develop and implement, in conjunction with the
CEO, Operations and Strategic Planning Committee, and Board of
Directors, a business development program focused on negotiating
and closing corporate strategic alliances, and patent licenses;
and implement the licensing and corporate alliance program
through soliciting interested third party licensees and corporate
partners, conducting due diligence, formulating initial
negotiation strategy/deal structure, assist in negotiating and
closing transactions, and coordinating work with the
Corporation's patent counsel and CEO to create license
agreements; and
(3) Assist the CEO and Chairman as needed in implementing the current
InforMedix business plan and any revised business plans created;
The above stated duties are in lieu of specifically stated
statutory or duties set forth in the Bylaws of a Delaware
Corporation.
4. Time to be Devoted to Employment.
A. During the Term of Employment, the Employee shall devote the
Employee's full time and energy to the business of the Corporation,
except as otherwise provided in Subsection D. below.
B. Employee shall not be entitled to receive any additional remuneration
for work outside the Employee's normal hours. Employee may serve on
the Boards of VGI
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and Xxxxxxxxxx County and any other Boards mutually agreed upon by the
CEO and Employee.
C. Employee shall be entitled to a total of twenty (20)days of annual
paid time off (" Annual PTO")in the first, second and third years as
defined below, by this Employment Agreement. PTO shall not be
recognized as working from one's home office or if available by
telephone, cell phone, fax or Internet communication during the course
of business hours. Up to five (5)Annual PTO days not used by the
Employee during one twelve month period may be accrued and used during
the next twelve (12)months. The CEO may approve an additional accrual
of Annual PTO time into the next twelve (12)months. Annual PTO
includes the following time taken off from work for the Corporation
for any of the following reasons: vacations; illness; personal use; or
any other purpose not otherwise restricted or prohibited by this
Employment Agreement. PTO does not include nationally recognized
holidays.
D. During normal business hours of the Corporation during the Term of
Employment, the Employee shall not be engaged in any other business
activity without the express written consent of the Corporation other
than is agreed upon in Section 4 B above.
E. Employee hereby represents that Employee is not a party to any binding
relationship or contract, which would be an impediment to entering
into this Employment Agreement, and that Employee is permitted to
enter into this Employment Agreement and perform the obligations
hereunder
5. Option Compensation, Cash Compensation; Base Salary, Milestone Cash
Bonuses:
A. During the Phase I Term of Employment, the Corporation (or at the
Corporation's option, any subsidiary or affiliate thereof)shall pay to
the Employee an annual base salary ("Base Salary"), as defined below.
(1) Base Salary -One Hundred Thousand Dollars ($100,000.00)
(2) Until the Company raises at least $600,000 and breaks escrow on
the first tranche of its Convertible Loan with Detachable
Warrants, the Base Salary shall be paid in monthly installments
of Non-Qualified Stock Options (NQSO)for 11,112 shares of
InforMedix Common Stock, under the Company" s Omnibus Stock Plan,
payable monthly at the rate of options for 926 shares per month.
The options, which issue and vest at the time they are earned,
are exercisable at an exercise price of $1 per share for seven
years, and may be exercised one year after they vest.
(3) Once the Company has raised between $600,000 and $4,999,999, the
Employee shall receive monthly cash compensation of $8333.33.
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B. The Phase II Term of Employment, shall commence when the Company has
raised $5 million of cumulative investment capital. The cumulation
period shall begin as of the effective date of this Employment
Agreement.
(1) Investment capital shall be defined as equity investments,
license and royalty fees, debt investments, convertible debt
investments, and private or government grants. Investment capital
shall not include traditional bank loans or accounts receivable
financing or factoring.
(2) During Phase II Employee shall receive an annual base salary of
$200,000
(3) Employee shall receive a one-time milestone cash bonus of $25,000
and an option bonus of 20,000 non-qualified incentive stock
options defined in the Omnibus Stock Plan, exercisable at $10.00
per share and which shall vest immediately when the Company has
raised $5 million of cumulative investment capital.
C. The Phase III Term of Employment shall commence when the Company has
raised at least $10,000,000 of cumulative investment capital. The
cumulation period shall begin as of the effective date of this
Employment Agreement.
(1) Investment capital shall be defined as equity investments,
license and royalty fees, convertible debt investments, and
private or government grants. Investment capital shall not
include traditional bank loans or accounts receivable financing
or factoring.
(2) During Phase: III Employee shall receive an annual base salary of
$225,000
(3) Employee shall receive a one-time milestone cash bonus of $50,000
when the Company has raised $10 million of cumulative investment
capital.
D. Compensation shall be paid in bi-monthly installments. The Milestone
Cash Bonuses will be paid within thirty (30) days of when they are
earned.
6. Performance-Based Stock Options and Vesting
A. Employer hereby issues to the Employee upon the Effective Date of this
Agreement, 35,000 (thirty-five thousand)performance-based stock
options to purchase InforMedix Common Stock, in the form of
non-qualified, incentive stock options of Employer, as defined in the
Omnibus Stock Plan, with an exercise price of $10.00 (ten dollars)per
share, which shall vest and be exercisable according to the schedule
below, exercisable upon the vesting date of each grant, and otherwise
subject to the terms and conditions of this Employment Agreement (the
"PB Options"). Senior Management and the Board shall determine by no
later than the end of the first quarter of each year, milestones that
determine vesting of incentive stock options for that year.
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B. The PB Options to purchase InforMedix Common Stock will vest based
upon the attainment of pre-determined and pre-assigned performance
targets, as determined by the Board of Directors.
C. The PB Options Twill be for a three-year period, with one-third of the
shares subject to the PB Options (the "PB Option Share(s)"), vesting
in each of the three years of each grant (a "Grant").
D. The number of PB Option Shares subject to the PB Options for each
Grant, will be 1,666.67, which1 will be eligible for vesting in each
of the three (3)years of each Grant.
E. In the event that InforMedix issues shares of its InforMedix Common
Stock or rights, options or warrants for, or securities convertible or
exchangeable into InforMedix Common Stock to any person or entity
other than an Employee (collectively referred to as a "Third Party"),
entitling such Third Party to subscribe for or purchase shares of
InforMedix Common Stock at a price per share that is lower at the
record date than the exercise price of the Base Salary Options and
Option Shares and/or PB Shares issued under the Agreement,
(collectively referred to as the "Agreement Options" and such event
referred to as a "Dilutive Event"), the exercise price of the
Agreement Options shall be reduced to the exercise price or share
price of the Dilutive Event.
(1) The new number of shares of InforMedix Common Stock purchasable
upon the exercise of the Agreement Options shall be determined by
multiplying the old number of shares purchasable by the Agreement
Options, by the old exercise price of the Agreement Options,
divided by the new exercise price of the Agreement Options.
(2) A Dilutive Event will not be deemed to have occurred for the sale
or issuance of shares of InforMedix Common Stock (including
options)to employees of InforMedix, that are approved by the
Board, or the exercise of currently authorized options and
warrants.
F. The number of Agreement Options will be adjusted in the same manner as
other shares of InforMedix Common Stock issued and outstanding -as of
the date of the Agreement for the Base Salary Options and Option
Shares issued under the Agreement, for the Salary Options and the PB
Options issued under this Agreement in the event of, but not limited
to, any of the following, which occur and which affect the InforMedix
Common Stock: stock split; reverse stock split; recapitalization;
and/or other adjustment.
G. For as long as the stock of InforMedix has not been registered under
the United States Federal securities laws and/or state securities
laws, the Agreement Options cannot be transferred or sold to another
individual, corporation or entity unless permitted under the
InforMedix Investors Rights Agreement, or agreed upon by a
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majority of the Board, and then only in compliance with applicable
laws and regulations.
After the stock of InforMedix has been registered under the United States
Federal securities laws and/or state securities laws, the shares issued as a
result of exercise of the Agreement Options may be transferred or sold, but only
in compliance with: the security laws of the United States of America; the
security laws of applicable states; all other applicable laws and regulations;
any other restrictions placed on the transferability of the Agreement Options
and agreed to by the Board of Directors of InforMedix, including but not limited
to those by the underwriter or other investment banker with respect to the
public offer, sale, and/or transfer of the stock of InforMedix, especially those
shares of stock held by officers, directors, and insiders of InforMedix; and any
other restrictions placed on the transferability of stock agreed to by the
directors of InforMedix. Employee further agrees to have a legend placed on the
certificates for the Agreement Options reflecting any of the provisions of this
Agreement.
H. After the date that the Employee ceases to be an employee of Employer,
no PB Options or PB Option Shares shall vest, except as specifically
provided in Section 7 of this Agreement and as specifically provided
in the Effect of Termination of Employment Section of this Employment
Agreement.
7. Acceleration of Vesting of Salary Options and PB Options.
A. The Salary Options and the PB Options shall accelerate and become one
hundred percent vested and immediately exercisable, upon the
occurrence of any of the following conditions (collectively referred
to as the "Accelerated Vesting Conditions"):
(1) upon the dissolution or liquidation of the Company; or
(2) upon a reorganization, merger, or consolidation of the Company as
a result of which the outstanding securities of the class of
securities then subject to the Option-s are changed into or
exchanged for cash or property or securities not of the Company's
issue; or
(3) any combination thereof;
(4) upon a sale of substantially all of the property of the Company
to, or the acquisition of a majority of the shares of InforMedix
Common Stock then outstanding by, another Corporation or person;
or
(5) a Termination without Cause of the Employee.
8. Renewal of the Employment Agreement, Review of Base Salary; Additional
Bonus; Benefits Program.
A. This Employment Agreement may be renewed by the Corporation at the end
of its Term. As part of that renewal, the Base Salary shall be
reviewed and be subject to
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change in the sole discretion of the Corporation. The base salary
shall be decreased only if there are ;across-the-Corporation salary
reductions applicable and in the same proportion as applicable to all
management employees of the Corporation.
B. At the close of the Corporation's fiscal year, Employee may receive an
additional bonus, as determined by the Corporation in its sole
discretion, based on Employee's performance.
C. During the Term of Employment, when, and if, the Corporation creates
any benefits programs for employees, the Employee shall be entitled to
participate in those programs as they are added, in accordance with
their terms and if Employee qualifies. Those programs may include:
family medical and dental coverage; short and long term disability
coverage; 401(k)or similar plans; and such other benefits as are made
available from time to time to the employees of the Corporation. When,
and if, the Corporation creates a benefits program for employees, the
Corporation may unilaterally modify the benefits offered to Employee
of the Corporation, and will notify the Employee in writing as to any
such change.
D. The Corporation shall reimburse Employee, in accordance with its
general practices and procedures in effect from time to time for the
CEO and President of the Corporation, for all reasonable and necessary
travel expenses, disbursement and other reasonable and necessary
incidental expenses incurred by Employee for or on behalf of the
Corporation in the performance of the Employee's duties under this
Employment Agreement, upon presentation by the Employee to the
Corporation of appropriate vouchers and/or other expense reports, and
otherwise in accordance with its general practices and procedures as
established from time to time by the Corporation.
9. Effect of Termination of Employment.
A. For purposes of this Section of the Employment Agreement, the
following definitions apply.
(1) "Termination Without Cause" is defined as any termination,
including a "Voluntary Termination", "Death or Disability
Termination", and a "Constructive Termination", but excluding a
"Termination With Cause", all as defined below.
(2) "Termination With Cause" is defined as a termination initiated by
the Corporation due to:
(a) the Employee's misconduct with respect to the business
and/or affairs of the Corporation or any subsidiary or
affiliate thereof, which action materially and adversely
affects the business and/or affairs of the Corporation or
any subsidiary or affiliate thereof; and/or
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(b) the Employee failing, in any material respect, to observe
and perform the Employee's obligations and duties under this
Employment Agreement, after being given written notice by
the Board of an alleged failure to perform and a reasonable
opportunity to correct that failure; and/or
(c) the commission by the Employee of an act involving
embezzlement or fraud, or commission or conviction of a
felony.
(3) "Voluntary termination" is defined as a termination due to a
resignation of employment by Employee, including a voluntary
retirement by the Employee, unless the resignation constitutes a
"Constructive Termination", as defined below.
(4) "Constructive Termination" shall occur when Employee resigns
within two (2)months of any one or more of the following events:
(a) any reduction in the level of Base Salary, except for
across-the-board salary reductions applicable to all
management employees of the Employer; and/or
(b) a relocation of the Employee's place of employment to a
location more than sixty (60)miles from 0000 Xxxxxxx Xxxxx,
Xxxxxxxxx, Xxxxxxxx 00000-000 1.
(5) "Death or Disability Termination" is defined as the following
occurrences:
(a) If the Employee dies during the Term of Employment, the
Employee's employment under this Employment Agreement shall
be deemed to cease as of the date of the Employee's death;
or,
(b) the Corporation may terminate Employee's employment upon the
Employee's failure, by reason of any physical or mental
impairment, to perform the Employee's normal duties under
this Employment Agreement for a period of sixty
(60)consecutive days or for sixty (60) days during any
consecutive 365-day period, with such disability termination
to become effective at the end of the applicable sixty (60)
day period.
B. Termination Without Cause.
Upon the termination of the Employee's employment under this
Employment Agreement pursuant to Termination Without Cause, neither
the Employee nor the
(c) payment of all unused vacation time accrued through the date
of termination; and
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(2) less the following:
(a) all amounts owing to Employer; and
(b) the total value of any possible misappropriations from
Employer.
(3) In addition, on the date of a Termination With Cause:
(a) all unvested PB Options shall immediately terminate; and
(b) all unvested warrants and other unvested rights granted to
the Employee to purchase or otherwise receive stock of
Employer, shall immediately terminate; and
(c) all vested but unexercised Salary Options and PB Options
shall become immediately exercisable, and Employee shall
have the right to exercise all, or a portion of, such vested
but unexercised Salary Options and PB Options, subject to
the following terms and conditions:
[1] the Employee shall have twenty (20)days from the date
of a Termination With Cause to give written notice to
Employer of the Employee's intention to exercise all,
or a portion of, such vested but unexercised Salary
Options and PB Options; and
[2] within forty (40)days from the date of a Termination
With Cause, Employee must:
[a] exercise all, or a portion of, such vested but
unexercised Salary Options and PB Options; and
[b] make payment in full to Employer in cash, cash
equivalents, or other immediately available funds
for the exercise of the Salary Options and PB
Options; and
[c] otherwise complete the entire settlement process
for the exercise of all, or a portion of, such
vested but unexercised Salary Options and PB
Options.
[3] Any portion of vested but unexercised Salary Options
and PB Options, which are not exercised under and
pursuant to the terms and conditions of this Subsection
B.(3)(c)shall immediately terminate.
10. Corporation's Rights to Intellectual Property of Employee.
A. The Employee shall promptly disclose, grant and assign ownership to
the Corporation, for its sole use and benefit, any and all inventions,
improvements, information, copyrights, trademarks, service marks,
intellectual property, and
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suggestions (whether patentable or not), which she may develop,
acquire, conceive or reduce to practice while employed by the
Corporation during working hours of the Corporation, together with all
patent applications, letters patent, copyrights, trademarks, service
marks, and other intellectual property (collectively "Intellectual
Property"), and reissues thereof that may at any time be granted for
or upon any such invention, improvement or information, for devices
and/or products that hold medication, and/or devices, products, and/or
programs that provide medication:
(1) whose function is prompting for, and ascertaining medication
compliance; and/or
(2) are portable technologies that are used by patients to capture
data on medication compliance and/or health status.
B. In connection therewith, the Employee shall:
(1) without charge, but at the expense of the Corporation, promptly
at all times hereafter execute and deliver such applications,
assignments, descriptions and other instruments as may be
reasonably necessary or proper in the opinion of the Corporation
to vest title to any such inventions, improvements, technical
information, patent applications, patents, copyrights or
reissues, and/or other Intellectual Property thereof in the
Corporation and enable it to obtain and maintain the entire right
and title thereto throughout the world; and
(2) render to the Corporation at its expense (including reimbursement
to the Employee of reasonable out-of-pocket expenses incurred by
the Employee and a reasonable payment for the Employee's time
involved in case he is not then in its employ)all such assistance
as it may reasonably require in the prosecution of applications
for said patents, copyrights or reissues thereof, in the
prosecution or defense of interferences which may be declared
involving any said applications, patents or copyrights and in any
litigation in which the Corporation may be involved relating to
any such patents, inventions, improvements or technical
information.
(3) As a pre-condition to the effectiveness of this Employment
Agreement, Employee will sign the Corporation's Confidentiality,
Non-Competition and Invention Assignment Agreements. If there is
a conflict between such agreements and this Employment Agreement,
this Employment Agreement shall prevail including the Protection
of Information Section of this Employment Agreement.
1l. Protection of Information.
A. Employee hereby covenants with Corporation that, throughout the term
of the Employee's employment by Corporation, Employee will serve
Corporation's best
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interests loyally and diligently. Throughout the course of employment
by the Corporation and thereafter, Employee will not disclose or
provide to any person, firm, corporation or entity (except when
authorized by Corporation)any confidential information, materials,
sales information, marketing plans or commercial activities; which are
owned by the Corporation or which come into the possession of the
Corporation from a third party under an obligation of confidentiality,
including without limitation, information relating to trade secrets,
business methods, products processes, procedures, development or
experimental projects, suppliers, customers lists or the needs of
customers or prospective customers, clients, etc. (collectively
"Confidential Information"), which Confidential Information, comes
into Employee's possession or knowledge during the Term of Employment,
and he will not use such Confidential Information for the Employee's
own purpose or for the purpose of any person, firm, corporation or
entity, other than the Corporation.
B. The provisions of this Section of the Employment Agreement shall not
apply to the following Confidential Information:
(1) Confidential Information which at the time of disclosure is
already in the public domain;
(2) Confidential Information which subsequently becomes part of the
public domain through no fault of the Employee;
(3) Confidential Information which becomes known to the Employee
through a third party who is under no obligation of
confidentiality to the Corporation; and
(4) Confidential Information which is required to be disclosed by law
or by judicial or administrative proceedings.
12. Non-Compete.
A. Employee agrees that during the Term of Employment and for a period
twelve months thereafter Employee agrees not to enter the employ of,
directly or indirectly, or serve as an officer, director, employee,
consultant, owner, partner, stockholder, agent, or in any other
capacity, of or for, any person, company, or entity that owns,
controls, manufactures, sells, leases, markets, licenses, and/or
distributes -devices and/or products that hold medication, and/or
devices, products, and/or programs that provide medication:
(1) whose function is prompting for, and ascertaining medication
compliance; and/or
(2) are portable technologies that are used by patients to capture
data on medication compliance and/or health status.
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B. In the unlikely event that Employee breaches Employee's obligations as
described in this Section, both parties agree that irreparable harm
will have been caused to InforMedix. Therefore, in the event of a
determination of such a breach by a court of competent jurisdiction,
Employee hereby agrees that InforMedix shall be entitled to temporary
or permanent injunctive relief, and to a judgment for damages caused
by the breach, and any other equitable or legal remedies provided by
applicable law or at equity.
13. Notices.
A. Notices and other communications under this Employment Agreement shall
be in writing and shall be delivered personally or sent by nationally
recognized overnight air courier or first class certified or
registered mail, return receipt requested and postage prepaid,
addressed as follows unless the party specifies a new address in
writing:
If to the Employee: Xxxxx Xxxxxxxx
0000 Xxxxxxxx Xxxxx, XX
Xxxxxxxxxx, XX 00000
If to the Corporation: CEO
InforMedix, Inc.
0000 Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000-0000
With a copy to: CFO
InforMedix, Inc.
0000 Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000-000 1
C. All notices and other communication given to any party to this
Employment Agreement in accordance with the provisions of this
Employment Agreement shall be deemed to have given to the date of
delivery if personally delivered; on the business day after the date
when sent if sent by air courier; and on the third business day after
the date when sent if sent by mail, in each case addressed to such
party as provided in this Section or in accordance with the latest
unrevoked direction from such party.
10. General Provisions
A. This Employment Agreement contains the entire understanding between
the parties and supersedes any prior written or oral agreements,
understandings, term sheets, or other between them, with the exception
of the specific agreements between the Corporation and the Employee
specifically referenced in this Employment Agreement. This Employment
Agreement shall not be modified or waived except by written instrument
signed by the parties.
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B. This Employment Agreement and any or all terms hereof may not be
changed, waived, discharged, or terminated orally, but only by way of
an instrument in writing signed by the parties.
C. There are no collective bargaining agreements affecting Employee's
employment.
D. Employee acknowledges that this Employment Agreement was made by the
parties in Maryland and! shall be governed and enforced in accordance
with the laws of Maryland. without reference to the conflicts of laws
of the State of Maryland or any other jurisdiction. Employee
acknowledges that the state and federal courts of Maryland shall be
the exclusive for a for the resolution of any disputes concerning this
Employment Agreement or concerning Employee's employment with the
Company and that she agrees to submit to the jurisdiction of those
courts.
E. Employee acknowledges that, if she breaches any provision of this
Employment Agreement, the Company will be irreparably harmed, that
monetary damages alone may not be sufficient to adequately protect the
Company from such breach, and that, in addition to any other remedy,
the Company shall be entitled to recover all expenses incurred in
enforcing these provisions, including attorneys' fees and court costs,
and to a preliminary and permanent injunction enjoining such breach.
F. If any portion of this Employment Agreement shall be found to be
invalid or contrary to public policy, the same may be modified or
stricken by a Court of competent jurisdiction, to the extent necessary
to allow the Court to enforce such provisions in a manner which is as
consistent with the original intent of the provisions as possible. The
striking or modification by the Court of any provision shall not have
the effect of invalidating the Employment Agreement as a whole. In
addition, if any valid federal or state law or final determination of
any administrative agency or court of competent jurisdiction affects
any provision of this Employment Agreement, then the provision or
provisions so affected shall automatically be modified to conform to
the law or determination and otherwise this Employment Agreement shall
continue in full force and effect.
G. The section headings contained in this Employment Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Employment Agreement.
H. This Employment Agreement is personal in its nature and the parties
hereto shall not, without the consent of the other, assign or transfer
this Employment Agreement or any rights or obligations under this
Employment Agreement; provided, however, that the provisions hereof
shall inure to the benefit of, and be binding upon the parties and
their respective executors, administrators, personal representatives,
heirs, assigns and successors in interest. And each successor of the
Corporation, whether by merger, consolidation, transfer of all or
substantially all assets, or otherwise and the heirs and legal
representatives of the Employee.
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I. The obligations of the General Provisions Section, the Corporation's
Rights to Intellectual Property of the Employee Section, and the
Protection of Information Section shah survive the termination or
expiration of this Employment Agreement.
J. Both parties have read the foregoing Employment Agreement in its
entirety and voluntarily agree to each of its terms and conditions
with full knowledge of such terms and conditions
K. The Corporation and Employee acknowledge and agree that any and all
grants of stock options or restricted stock under this Employment
Agreement are made pursuant to the authorization and terms and
conditions of the Corporation's Omnibus Stock Plan and Restricted
Stock Agreement which shall be controlling except where expressly
modified in this Employment Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Employment
Agreement as of the date first above written.
INFORMEDIX, INC. ("Corporation")
By: /s/ Xxxxx Xxxx December 17, 2001
----------------------------------- -------------------------------
Xxxxx X. Xxxx, Chairman and CEO Date
EMPLOYEE ("Employee")
By: /s/ Xxxxx Xxxxxxxx December 17, 2001
----------------------------------- -------------------------------
Xxxxx Xxxxxxxx Date
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ADDENDUM TO EMPLOYMENT AGREEMENT BETWEEN
INFORMEDIX, INC. AND XXXXX XXXXXXXX
Whereas the Corporation and the Employee entered into an EMPLOYMENT AGREEMENT
(the "Employment Agreement") effective as of the 18th day of June, 2001
("Effective Date"); and
Whereas the Corporation and the Employee wish to modify and add to the Terms and
Provisions of Section 5A of the EMPLOYMENT AGREEMENT;
Now therefore, as signified by their signatures affixed below, the Corporation
and the Employee hereby agree to add provision (4) below to Section 5A of the
EMPLOYMENT AGREEMENT:
(4) Once the Company has raised an additional $2,000,000 of equity financing the
Employee's annual Base Salary shall be increased to $200,000.
All other Terms and Conditions of the EMPLOYMENT AGREEMENT shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties have duly executed this Addendum to the
Employment Agreement as of the date below:
INFORMEDIX, INC. ("Corporation")
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx, Chairman and CEO Date
EMPLOYEE ("Employee")
By: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx Date
