EXHIBIT 10.2
EMPLOYMENT AGREEMENT
This employment agreement is entered into this 1st day of April, 2004
between Medical Makeover Corporation of America ("MMCA") and Xx. Xxxxxxx X.
Xxxxxxxxx ("Employee", together, the "Parties").
WHEREAS, MMCA, a Florida C corporation traded publicly under the symbol
MMAM, has been incorporated for the provision of medical and related services
which shall include, but not be limited to, cosmetic surgery, cosmetic
dentistry, dermatology, weight loss, hair salon services, makeup services, and
fashion consulting services.
WHEREAS, Xx. Xxxxxxx X. Xxxxxxxxx is a healthcare executive with experience
in management, mergers and acquisitions, operations, and public company
experience. Therefore, the Parties agree to the following terms and conditions:
1. TITLE MMCA shall employ Employee as President and Chief Executive Officer.
Employee shall serve as an Officer of the Corporation. Employee shall also
be Chairman of the Board of Directors with full voting rights and a voting
member of the Audit Committee of the board of directors and a member of any
other committees of the board of directors that may be formed from time to
time.
2. DUTIES Employee shall be responsible for the operation of the company
including but not limited to:
a. Preparation of a five year pro-forma budget
b. Negotiating contracts with all physicians and other staff necessary to
commence operations
c. Take all action to see that this corporation is in compliance with
Federal, State, and Local laws
d. Open necessary bank accounts
e. Establish a marketing business plan
f. Prepare Television Commercials
g. Book TV commercials on appropriate stations
h. Manage the operation of the business
i. Promote the business
j. Be a spokesman for the business
k. Fulfill all legal requirements of a reporting public company to the
Securities & Exchange Commission in conjunction with Xxxxxx Xxxxxxxx,
corporate attorney for MMCA
l. Work closely with legal counsel, Xxxxxx Mintmir
m. Establish financial controls and reporting mechanisms
n. All above services shall be provided under a fiduciary responsibility
as a director and officer of a public company
o. Choose auditors for the company
p. Be in compliance with the Xxxxxxxx-Xxxxx laws governing public
companies
q. Recommend to the company and board of directors future members
r. Recommend to the company and board of directors future targets for
acquisitions
s. Manage all press releases for the company in conjunction with Xxxx
Xxxxxx
t. Recommend to the board of directors members for the audit committee
u. Make sure MMCA is fully insured
Employment Agreement - Xx. Xxxxxxx X. Xxxxxxxxx
Page 2 of 4
v. Train employees
w. Other services as recommended by the members of the board of directors
and other committees.
3. COMPENSATION MMCA shall pay Employee a bi-weekly salary of $3,876.92 per
month commencing April 1, 2004, for the first six months or until a
positive cash flow is achieved, whichever comes first. Once this occurs,
Employee shall be paid a bi-weekly salary of $5,192.31. In consideration
for lowering his salary for the first six months, Employee shall receive
registered shares of the common stock, restricted by legend in accordance
with SEC Rule 144. Therefore, for six months the sum of $2,850 multiplied
by six for a total of $17,100 shall be paid in shares by taking the closing
price of the last five days of that month and using the average of these
prices to create the average closing price, which shall be multiplied by
90% (or a discount of 10% of the average closing price) to determine the
conversion price. For example, if the average closing price is $0.50 per
share for one month, that shall be multiplied by 90% to give a conversion
price of $0.45 per share. This shall be divided into the compensation
foregone for that month, or $2,850 and 6,333 shares ($2,850 divided by
$0.45 = 4,222) shall be issued to Employee. This calculation and
distribution shall be performed each month that Employee's salary is below
the $11,250 amount.
4. BOARD Compensation Employee shall receive a salary on a W-2 form with
payroll taxes deducted, of $10,000 per year to serve on the Board of
Directors and all Board committees. The fee shall be half in cash and half
in stock based upon section 3 above. The salary portion of this amount
shall be paid on the first day of each month. This shall commence on April
1, 2004.
5. TERM This Agreement shall be for a period of five (5 years. Each year the
fee shall be increased based upon merit performance.
6. BENEFITS Employee shall be entitled to group health insurance for himself
and his family, disability insurance, and key man life insurance naming
MMCA and his daughter, Xxxxx Xxxxxxx Xxxxxxxxx, as beneficiaries. The
amount of the insurance shall be determined by the Board of Directors. MMCA
shall immediately seek out "health insurance for the company" for group
coverage for all employees who qualify. Qualification shall mean all
employees designated as full time employees which means no less than 32
hours per week. In addition, there shall be a 90 day probation period
before employees are entitled to group coverage. The insurance shall be
effective on or about April 1, 2004 or shortly thereafter. Employee shall
also be entitled to two weeks of vacation the first year and all national
holidays.
7. CAR ALLOWANCE Employee shall receive a car allowance of $400 per month
commencing April 1, 2004.
8. BUSINESS EXPENSES Employee shall be reimbursed all reasonable business
expenses.
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9. INSURANCE MMCA shall acquire Directors' and Officers' insurance as well as
liability insurance. This insurance, if available, shall commence on or
about April 1, 2004.
Stock Ownership and Stock Options
1. Employee shall receive fifteen (15%) percent ownership o the common stock
MMCA as of April 1, 2004 in proper form which shall be registered stock of
the issued and outstanding common stock of the company, subject to SEC Rule
144. There shall be no other restrictions or legends. Stock certificates
shall be issued upon the signing of this Agreement or shortly thereafter,
however, not exceeding two weeks.
2. Employee shall receive stock options at a price equal to 90% of the value
of the stock on the first trading date after approved. These stock options
shall be based on performance on a yearly basis, to be determined on the
finalization of the budget or other performance indicators as approved by
the Board of Directors. The stock options shall not exceed 2.25% of the
issued and outstanding shares of the company and shall vest one third (1/3)
of the options each year on the anniversary date of their grant.
Entire Agreement
This Agreement sets forth the entire understanding of the Parties and it
may not be changed except by written document signed by all of the parties
hereto. Governance
This Agreement shall be governed by the laws of the State of Florida as
within the jurisdiction of Broward County. In the even of a legal dispute, the
prevailing party shall be reimbursed its reasonable legal fees and costs by the
other party.
Binding Effect
All parties acknowledge that they are authorized to execute the terms of
this Agreement which shall be binding upon and inure to the benefit of, and
shall be enforceable by, the parties and their respective successors, heirs,
beneficiaries, and personal representatives. Assignment
The rights and benefits of this Agreement shall not be transferable by any
party without the written consent of the other.
Assumability
Should the Company be acquired in part or in whole, this Agreement shall be
assumed by the acquiring company which shall fulfill all contractual
obligations.
Employment Agreement - Xx. Xxxxxxx X. Xxxxxxxxx
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IN WITNESS WHEREOF, the Parties hereto have set their hands and seals on
the dates set forth below.
MEDICAL MAKEOVER CORPORATION OF AMERICA
By: /s/Xx. Xxxxxxx X. Xxxxxxxxx
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Xx. Xxxxxxx X. Xxxxxxxxx
Its: President
Dated:
EMPLOYEE
By: /s/Xx. Xxxxxxx X. Xxxxxxxxx
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Xx. Xxxxxxx X. Xxxxxxxxx
Dated:
WITNESSES
By: Illegible Signature By:
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Name: Name:
