EMPLOYMENT AGREEMENT AND COMPENSATION PACKAGE FOR CHRISTOPHER F. TIROTTA, ACTING CHIEF EXECTUIVE OFFICER AND CHAIRMAN OF THE BOARD OF DIRECTORS FOR AMERICAN SCIENTIFIC RESOURCES, INC.
EMPLOYMENT
AGREEMENT AND COMPENSATION PACKAGE FOR XXXXXXXXXXX X. XXXXXXX, ACTING CHIEF
EXECTUIVE OFFICER AND CHAIRMAN OF THE BOARD OF DIRECTORS FOR AMERICAN SCIENTIFIC
RESOURCES, INC.
AGREEMENT, dated this 4th day
of September, 2007 (“The Agreement”) between AMERICAN SCIENTIFIC RESOURCES, INC.
(ASFX), a Nevada corporation, having its executive offices at 00 Xxxxx Xxxxx
Xxxxxx Xxxx, Xxx Xxxxx, XX 00000 and Xxxxxxxxxxx X. Xxxxxxx, MD, MBA,
3168 Inverness, Xxxxxx, XX 00000 (“Xxxxxxx”)
WITNESSTH:
WHEREAS, ASFX and Xxxxxxx
desire to enter into Agreement relating to the employment of XXXXXXX, as acting
Chief Executive Officer (‘CEO”) and Chairman of the Board of Directors
(“Chairman”) of ASFX;
NOW, THEREFORE, in
consideration of the covenants and agreement se forth herein, the parties agree
as follows:
ARTICLE
1
SCOPE
OF EMPLOYMENT
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1.
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ASFX
hereby agrees to employ XXXXXXX, and XXXXXXX hereby agrees to accept
employment with ASFX and agrees to serve, upon the terms and conditions
herein contained, as the company’s Chief Executive Officer and Chairman of
the Board of Directors.
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2.
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The
term of the employment under this agreement commenced April 5, 2007, and
shall continue until such time as another CEO shall be appointed by a
majority of the Board of Directors (hereinafter referred to as the
“Employment Term”)
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3.
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XXXXXXX
will devote his best efforts and services to the business and affairs of
ASFX.
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4.
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XXXXXXX
will be responsible for all finances and expenditures of
ASFX.
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5.
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XXXXXXX
will oversee all subsidiaries of ASFX, including but not limited
to: KiDz-Med, Inc and Heart Smart,
Inc.
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6.
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XXXXXXX
will be directly responsible for all negotiations on behalf of
ASFX.
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7.
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XXXXXXX
will create quarterly financial reports for presentation to all Board
members.
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8.
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XXXXXXX
will be responsible for raising capital for
ASFX.
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9.
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If
during the employment term, ASFX materially breaches any provision of this
agreement, XXXXXXX may at any time after such breach, terminate his
employment hereunder upon thirty (30) days advanced written notice to
ASFX, which termination shall be deemed for all purposes under the
Agreement to be a dismissal of XXXXXXX by ASFX without cause and XXXXXXX
shall be entitled to receive the termination payments provided for herein
and the shares subscription shall immediately vest and become exercisable
upon the giving of such notice based upon the terms set forth
herein.
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ARTICLE
II
SALARY
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1.
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XXXXXXX
shall be entitled to receive a base salary of Ten Thousand Dollars
($10,000 per month). This salary shall accrue and be payable to
XXXXXXX once ASFX either generates positive revenue for one month above
the baseline revenue existing as of April 5, 2007, or raises in excess of
One Million Dollars ($1,000,000) commencing April 5, 2007, whichever
occurs first. At that time, ASFX will pay XXXXXXX his accrued
salary in full. As revenues continue, XXXXXXX’x monthly salary
will remain current and payable on an ongoing basis. The
baseline revenues, for this agreement, will mean the average revenues from
the preceding three months.
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2.
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ASFX
may, at its discretion, increase XXXXXXX’x per annum base salary at any
time.
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ARTICLE
III
BONUS
ASFX will pay XXXXXXX an annual bonus
equal to Ten Percent (10%) of all net profits earned by ASFX, up to the first
Ten Million Dollars ($10,000,000) in net profits. Accordingly,
XXXXXXX’x maximum bonus will be One Million Dollars ($1,000,000) per
year.
ASFX will also pay XXXXXXX a bonus of
$25,000 for the first $ 1 million of revenue and $25,000 for the next $ 1
million worth of revenue.
ARTICLE
IV
TERMINATION
Notwithstanding
any other provision of this Agreement, prior to the end of the employment term,
ASFX may terminate the executive’s employment only by giving not less than
ninety (90) days advance written notice to XXXXXXX. In the event that
XXXXXXX’x employment is terminated by ASFX (other than for cause as hereinafter
defined), prior to the end of the employment term, XXXXXXX shall be entitled to
receive compensation for One Hundred Twenty (120) days from the date of the
Notice, as set forth herein, as if he were still employed by
ASFX. Such compensation shall include any bonuses that may have
accrued.
In
addition, in such event ASFX shall cause the executive to be provided during the
aforesaid one hundred and twenty (120) day period, with benefits equivalent to
employee benefits under any and all plans providing benefits for ASFX’s
employees generally.
ARTICLE
V
DEATH
OR PERMANENT DISABILITY
In the
event of XXXXXXX’x permanent disability (defined as XXXXXXX’x inability to
perform his duties under the terms of the employment agreement for a period in
excess of 120 days), during his employment hereunder, XXXXXXX shall continue to
receive annual compensation equal to XXXXXXX’x then current base salary for a
period of One Hundred Twenty (120) days from the date of the onset of XXXXXXX’x
disability.
In the
event of XXXXXXX’x death during the period of his employment hereunder,
XXXXXXX’x Estate or designated beneficiaries, shall continue to receive annual
compensation equal to XXXXXXX’x then current base salary for a period of one (1)
year following XXXXXXX’x death; provided, however, that any such payment shall
be reduced by any ASFX provided survivor benefits payable during such period,
calculated on the assumption that such benefits shall be paid over the longest
period for payment of survivor benefits which my be permitted under the terms of
the insurance plan.
Any
termination by ASFX on account of XXXXXXX’x disability shall be communicated by
a “Notice of Disability Termination” for purposes of this agreement, a Notice of
Disability Termination shall mean a written notice which sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of XXXXXXX’x employment under this section. For purposes
of this Agreement, no purported termination by ASFX shall be effective without
such notice of disability termination.
ARTICLE
VI
DISCHARGE
FOR CAUSE
ASFX
shall have the right to terminate the employment of XXXXXXX for
cause. If ASFX exercises such right, its obligations under this
Agreement to make any further payments to XXXXXXX shall thereupon cease and
terminate. As used herein, the term “cause” shall be limited
to:
a.
Action by XXXXXXX involving willful malfeasance
ARTICLE
VII
EXPENSES
XXXXXXX is authorized to incur
reasonable expenses for promoting the business of ASFX, including expenses for
travel and similar items. All expenses will be reimbursed within 30
days of submission by XXXXXXX.
ARTICLE
VIII
EMPLOYEE
BENEFITS
XXXXXXX shall be included (at the
expense of ASFX) under any and all plans providing benefits for its
employees.
XXXXXXX shall be included in all
incentives, pension, profit-sharing, bonus, stock option, or other similar or
comparable plans applicable to senior executives of ASFX.
ARTICLE
IX
STOCK
SUBSCRIPTION AND WARRANTS
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1.
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ASFX
hereby grants to XXXXXXX, in recognition for his services to ASFX as CEO
and Chairman of the Board of Directors, in recognition of his services to
rescue the company from certain bankruptcy and in recognition of the
Walgreens purchase of the Thermofocus® thermometer, Five Hundred Thousand
(500,000) shares of ASFX common
stock.
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2.
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ASFX
hereby warrants to XXXXXXX, in recognition of his services to ASFX as
acting CEO of the corporation and Chairman of the Board of Directors,
entitling him to purchase Five Hundred Thousand (500,000) shares of common
stock at $0.25 (Twenty Five Cents) per share for a period of three (3)
years from this execution of this
Agreement.
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3.
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Reverse stock split
adjustment provision: the parties acknowledge that a reverse stock
split of ASFX may occur within the next twelve (24)
months. XXXXXXX’x xxxxx of Five Hundred Thousand (500,000)
shares of common stock and his right to purchase Five Hundred Thousand
(500,000) shares of ASFX common stock, at $0.25 (Twenty Five Cents) per
share, shall accrue after any such reverse stock
split.
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4.
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XXXXXXX’x
right to purchase the Five Hundred (500,000) shares of common stock at
$0.25 (Twenty Five Cents) per share shall be based on the
following:
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a.
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Upon
the first Two Million Dollars ($2,000,000) in revenues generated by ASFX,
XXXXXXX shall have the right to exercise his warrant to purchase One
Hundred Thousand (100,000) shares of
stock.
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b.
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Upon
ASFX generating a total of Ten Million Dollars ($10,000,000) in revenues
generated by ASFX, XXXXXXX shall have the right to exercise his warrant to
purchase an additional One Hundred Thousand (100,000) shares of
stock.
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c.
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Upon
ASFX generating a total of Fifteen Million Dollars ($15,000,000) in
revenues generated by ASFX, XXXXXXX shall have the right to exercise his
warrant to purchase an additional One Hundred Thousand (100,000) shares of
stock.
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d.
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Upon
ASFX generating a total of Twenty Million Dollars ($20,000,000) in
revenues generated by ASFX, XXXXXXX shall have the right to exercise his
warrant to purchase an additional One Hundred Thousand (100,000) shares of
stock.
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e.
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Upon
ASFX generating a total of Twenty Five Million Dollars ($25,000,000) in
revenues generated by ASFX, XXXXXXX shall have the right to exercise his
warrant to purchase an additional One Hundred Thousand (100,000) shares of
stock.
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f.
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Upon
initial public offering of the aforesaid stock on the public market, the
parties shall negotiate and additional stock subscription package, which
provides incentives to both parties. Nonetheless, the warrant
set forth herein shall not be diminished in the event of an initial public
offering.
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XXXXXXX
shall have the absolute ownership of any shares of stock referred to herein,
including the right to vote the same and receive dividends thereon.
ARTICLE
X
SEVERABILITY
If any provision of this agreement
shall be declared to be invalid or unenforceable, in whole or in part, such
invalidity or unenforceability shall not affect the remaining provisions hereof
which shall remain in full force and effect.
ARTICLE
XI
ASSIGNMENT
This agreement shall be binding upon
and inure to the benefit of the heirs and representatives of XXXXXXX and the
assigns and successors of ASFX, but neither this Agreement nor any rights
hereunder shall be assignable or otherwise subject to hypothecation by XXXXXXX
or by ASFX.
ARTICLE
XII
ENTIRE
AGREEMENT
This agreement represents the entire
agreement of the parties and shall supersede any and all previous contracts,
arrangements, or understandings between ASFX and XXXXXXX with respect to the
subject matter hereof. The Agreement may be amended at any time by
mutual written agreement of the parties hereto.
ARTICLE
XIII
AUTHORITY
Each of the parties hereto represents
and warrants that such party has all requisite power as authority to enter into
this Agreement and to perform such parties’ respective obligations
hereunder.
ARTICLE
IV
GOVENRING
LAW
This Agreement shall be construed,
interpreted, and governed in accordance with the laws of New York, without
reference to rules relating to conflicts of the law.
ARTICLE
XV
COUNTERPARTS
This Agreement may be signed by both
parties in counterparts, each of which shall be deemed by original but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, ASFX has
caused this Agreement to be duly executed and XXXXXXX has hereunto set his hand,
this ___ day of ______, 2007.
American
Scientific Resources, Inc.
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By:
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Date:_________________
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Xxxxxx
Xxxxxxx
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Date:
_______________
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Xxxxxx
Xxxxxxx
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Date:
________________
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Xxxxxxxxxxx
X. Xxxxxxx
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