InforMedix, Inc. Georgetowne Office Park
InforMedix,
Inc.
Xxxxxxxxxxx
Xxxxxx Xxxx
0000
Xxxxxxx Xxxxx
Xxxxxxxxx,
XX 00000-0000
Tel:
000-000-0000 Fax: 000-000-0000
September
28, 2006
Xxxxx
X.
Xxxxxx
0000
Xxxxxxxx Xxxxxxx Xxxxx
Xxxxxxxx
Xxxx, XX 00000
Employment
Agreement
Dear
Xxxxx:
We
are
delighted to extend to you this offer of employment as Senior Vice President
and
Chief Financial Officer for InforMedix, Inc. You will be a highly valued member
of our management team and we look forward to a long and prosperous employment
relationship.
Under
this new relationship, you will assume the roles and responsibilities of Senior
Vice President and Chief Financial Officer. You will be entitled to participate
in all benefit plans that the company makes available to its employees subject
to the terms of those plans. The terms of your employment are summarized
below.
Please
review the following terms of our employment offer and acknowledge your
acceptance by signing a copy of this letter and returning it to me. We are
looking forward to your official starting date on October 1, 2006.
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Base
Salary:
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$180,000
Base for first year, then reviewed by Compensation Committee, paid
twice a
month with standard payroll deductions
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Bonuses:
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Beginning
with calendar year 2007, eligible for a $20,000 cash bonus as determined
by the Compensation Committee of the Board such that a piece shall
be
based upon Company financial performance, and a second piece shall
be a
discretionary component based upon personal performance. (Or supplemental
stock options during periods of tight cash flow). This $20,000 shall
represent the total of both parts of the bonus.
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If
Company has a successful year beyond the goals set by the Board,
as
determined by the Board of Directors, the bonus may be increased
consistent with the relative level of responsibility of this position
as
compared to the other members of the company’s senior management.
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Equity
(Stock Options):
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Assuming
you remain employed upon the date the Board approves an expansion
of the
InforMedix Stock Option Plan as soon as is practicable, the Board
will
grant you an option under the Stock Option Plan to purchase shares
representing 1.2% of the issued and outstanding shares on a fully
diluted
basis post current PIPE offering with Basic Investors. These may
be
qualified or non-qualified options as determined by the Board. The
exercise price shall be determined by the Board of Directors and
shall be
sensitive to the stock value of the Company’s common stock as of October
3rd
consistent with SEC regulations and prudent business judgment. Of
those
option shares, 50% shall vest in three equal installments at the
end of
the first, second and third years of your employment; and 50% will
vest
based upon the Company achieving financial targets established by
the
Compensation Committee of the Board. This option grant may be increased
at
a later date to a total number of shares equal to a total of 1.5%
of the
issued and outstanding shares referenced above, based upon exceptional
performance as determined by the CEO and the Compensation Committee
of the
Board.
In
the event the company is acquired by another company by virtue of
merger
or asset sale, 25% of the unvested granted options would immediately
vest.
The remaining 75% of the unvested granted options will be substitute
options provided by the acquiring company, or terminated subject
to other
compensation, based upon a reasonable decision of the Board of Directors.
The
terms and conditions of the Company’s Stock Option Plan shall govern these
option awards.
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Term
and Termination
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Employment
shall commence on October 1, 2006. Employee hereby agrees and understands
that no compensation shall be paid him until the Company closes on
the
Minimum Financing of $500,000. Following that closing, the Company
will
remit the salary that otherwise would have been paid as of October
1, 2006
through the closing and shall pay base salary in due course following
that
close. Term of the Agreement shall be three years, subject to termination
without cause, by either party, on ten days notice. The following
severance package will be available if the Company terminates the
Agreement without cause:
Employed
less than one year - one month severance
Between
one year and two years - two months severance
Termination
after two years - three months severance
The
above termination packages shall be conditioned upon the Company
raising
$2,000,000 or such lesser amount as approved by the Board.
For
termination for cause, or Employee’s termination without cause, there
shall be no severance paid. “Cause” shall be determined by the Board of
Directors
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Title:
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Senior
Vice President & Chief Financial Officer. Reports to CEO and Board of
Directors
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Additional
Benefits:
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Medical
& Dental Coverage:
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Company
shall pay for individual medical coverage with a PPO program with
a well
recognized carrier such as Aetna, Blue Cross, etc. (or similar coverage
as
provided for other members of senior management team) once this is
established for the Company. In the interim Employee will receive
monthly
payments of $415 toward self-purchase of health insurance. Once the
Company has a Plan, employee may purchase family coverage using pre-tax
dollars.
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Vacation:
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3
weeks per year for the first year commencing October 1, 2006, then
4 weeks
per year thereafter. In addition the Company recognizes New Years
Day,
Memorial Day, July Fourth, Labor Day, Thanksgiving and Christmas
Day
holidays.
Due
to hours required Employee will have the ability to carry-over unused
time
up to one week per year from the prior year (or receive equivalent
compensation).
Payment
of accrued vacation shall be based upon the Company’s policy at the time
of termination.
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Expense
Reimbursements:
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Normal
and reasonable business related expenses, including travel (away
from the
company’s offices), entertainment, cell-phone, and other incidental
business related expenses would be fully
reimbursed.
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Other/Future
Benefits:
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Eligible
to receive other employment benefits that are generally made available
to
senior management, subject to approval by the Board of
Directors.
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Confidentiality:
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Employee
agrees to enter into the Agreement on Confidentiality, Ownership
of Works,
Non Solicitation and Non Competition, etc., attached as Appendix
A.
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This
Letter Agreement constitutes the Legal Contract between you and the Company
governing the terms of your Employment. Please acknowledge your agreement to
these terms by executing the Agreement below.
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Sincerely,
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/s/
Xxxxx X Xxxx, MD
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Xxxxx
X Xxxx, MD
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Chairman
and CEO
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So
Agreed: /s/ Xxxxx
Xxxxxx
Xxxxx
Xxxxxx Date
Appendix
A
EMPLOYEE
CONFIDENTIALITY AGREEMENT
In
consideration for the agreement of InforMedix Holdings, Inc. ("InforMedix")
to
employ me and as a condition to my continued employment by InforMedix, I hereby
agree as follows:
Nondisclosure
of Proprietary Information
Both
during and after the term of this Agreement, I agree to preserve and protect
the
confidentiality of Proprietary Information. In addition, I will not (i) disclose
or disseminate Proprietary Information to any third party, including employees
of InforMedix without a need to know, or (ii) use Proprietary Information for
my
own benefit or for the benefit of any third Party. If I receive information
with
uncertain confidentiality, I agree to treat the information as Proprietary
Information until management has verified to me that such information is neither
confidential nor proprietary.
Definition
of Proprietary Information
Proprietary
Information is defined as information regarding the InforMedix's current and
planned business activities, including (i) information which relates to
InforMedix's actual or anticipated products, software, research, inventions,
processes, techniques, designs or other technical data, (ii) information
regarding administrative, financial or marketing activities of InforMedix,
(iii)
information received from or concerning InforMedix clients and other third
parties, including but not limited to any client or other third party
information disclosed to InforMedix under an agreement of confidentiality and
(iv) any materials or documents containing any of the above information.
Proprietary Information does not include information which is or becomes
publicly available without a breach of this Agreement by me.
Return
of Proprietary Information
Upon
termination of
my
employment with InforMedix, I agree to deliver to InforMedix all documents
and
other tangibles (including diskettes and other storage media) containing
Proprietary Information.
Ownership
of Works
During
the time I am employed by InforMedix, InforMedix shall own all rights, including
all trade secrets and copyrights, in and to the following works created by
me
whether created on InforMedix premises or at some other location: (i) works
which relate to or are derived from the actual or anticipated business of
InforMedix and (ii) works which result from or are derived from any task
assigned to me or work performed by me for InforMedix (collectively, the
"Works"). InforMedix shall own such Works even if created outside normal working
hours and regardless of whether my own equipment or InforMedix equipment was
used to create the Works. Such Works shall include program codes and
documentation. To the extent that any such Works do not qualify as works made
for hire under U.S. copyright law, this Agreement will constitute an irrevocable
assignment by me to InforMedix of the ownership of, and all rights of copyright
in, such Works. I agree to give InforMedix or its designees all assistance
reasonably required to perfect such rights.
Inventions
If
I
individually or jointly make
or
conceive of any invention, technique, process, or other know-how, whether
patentable or not, in the course of performing services for InforMedix, which
relates in any manner to the actual or anticipated business of InforMedix or
results from any task assigned to me or work performed by me for InforMedix
(collectively, "Inventions"), I will and hereby do assign to InforMedix my
entire right, title and interest in such Inventions. I will disclose any such
Inventions to an officer of InforMedix and will, upon request, promptly sign
a
specific assignment of title to InforMedix, and do anything else reasonably
necessary to enable InforMedix to secure patent, trade secret or any other
proprietary rights in the United States or foreign countries. Any Inventions
I
have made or conceived before my employment with InforMedix are listed and
described below. These items are excluded from this Agreement.
Other
Individual Projects
I
understand that I may continue to work on, and retain rights to, projects of
my
own interest outside of InforMedix which do not in any way compete or conflict
with the current or planned business of InforMedix provided that (i) they do
not
fall under the paragraphs titled "Ownership of Works" or "Inventions" above;
and
(ii) they do not interfere in any way with my time at work or duties for
InforMedix. I understand that I am not permitted to engage in any outside
business activities while employed by InforMedix which compete with or conflict
with the current or planned business of InforMedix.
Representations
and Warranties
I represent
and warrant that (i) I am able to enter into this Agreement and that such
ability is not limited or restricted by any agreements between me and any third
party; (ii) I will not disclose to InforMedix or its clients, or induce
InforMedix to use or disclose, any proprietary information belonging to others,
except with the written permission of the owner of such information; and (iii)
any information, materials or products I develop for, or any advice I provide
to, InforMedix will not rely or in any way be based upon confidential or
proprietary information obtained by me from sources other than
InforMedix.
Non Solicitation
of Employees
While
performing services for InforMedix and for a period of one year after any
termination of my employment with InforMedix, I will not hire or attempt, either
directly or indirectly, to induce or attempt to influence any employee of
InforMedix to leave InforMedix’s employ.
Non
Solicitation of Clients
While
performing services for InforMedix and for a period of one year after any
termination of my employment with InforMedix, I will not solicit business or
perform work for any of InforMedix’s clients, either directly or indirectly, for
the benefit of anyone other than InforMedix or participate or assist in any
way
in the solicitation of business from or performance of work for any such clients
as an independent contractor or consultant to any other entity unless the
business being solicited or the work being performed is not competitive with
the
services and products provided by InforMedix to such clients.
Non-Competition
Except
with the prior written consent of InforMedix, during my employment with
InforMedix and for a period of three years after that employment ends, I will
not directly or indirectly run, operate, control, be employed by, hold an
interest in or participate in the management, operation, ownership or control
of
any business if:(a) such business is in competition with InforMedix; and (b)
if
such business is conducted, or if its products are licensed, sold or used within
any geographic area served by InforMedix or its distributors, licensees, or
value-added resellers. As used in this section, “business” includes any
corporation, company, association, partnership, limited partnership, or other
entity.
Adjustment
of Restraints by a Court of Law
If
the
period of time or the geographic scope of any non-competition or
non-solicitation restraint area specified in this Agreement is judged by a
court
to be unreasonable, I agree that the time and/or geographic scope for such
restraint will be reduced so that the restraint can be enforced in such area
and
for such time as the court decides is reasonable.
Need
for This Agreement and Remedies
I
agree
that because of the nature of InforMedix’s business, the restrictions contained
in this Agreement are reasonable and necessary in order to protect the
legitimate interests of InforMedix. I further agree that if I violate any
provision of this Agreement relating to Proprietary Information, Works,
non-competition, non-solicitation, or my duty to cooperate in matters relating
to protection of intellectual property, InforMedix will suffer immediate and
irreparable injury. If I violate any of such provisions, I agree that, in
addition to any other remedies that may apply, my strict compliance with this
Agreement should be ordered by a court of competent jurisdiction, and InforMedix
is therefore entitled to preliminary and final injunctive relief to enforce
this
Agreement.
Governing
Law
This
Agreement will be governed by the laws of Maryland, as such laws are applied
to
contracts executed by Maryland residents and without reference to conflict
of
law principles.
Entire
Agreement
This
document constitutes my entire Agreement with InforMedix with respect to its
subject matter, superseding any prior negotiations and agreement. This Agreement
may not be changed in any respect except by a written agreement signed by both
myself and an officer of InforMedix.
| /s/ Xxxxx Xxxxxx | ||
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Witness
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Signature
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Date
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Print
Name
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Date
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| InforMedix Holdings, Inc. | ||
| /s/ Xxxxx Xxxx | ||
| Employee | ||
| Date: |
Prior
inventions to be excluded from this Agreement are listed and briefly described
below:
