EXHIBIT 10.23
INFORMEDIX, INC.
XXXXXXXXXXX XXXXXX XXXX
0000 XXXXXXX XXXXX
XXXXXXXXX, XX 00000-0000
FAX: 000-000-0000 TEL: 000-000-0000
Ref: 20030519
October 23, 2003
Xxxxxx X. Xxxxxx
0000 Xxxxxxxxxx Xxxxx Tel: 0-000-000-0000
Xxxxxxxx, XX 00000 eMail: Xxx.Xxxxxx@XxxxxXxxxx.xxx
EMPLOYMENT AGREEMENT
Dear Art:
The purpose of this letter agreement (the "Agreement") is to confirm
the engagement of Employee, Art Xxxxxx ("Employee"), as an employee of
InforMedix, Inc. (the "Company") as Chief Financial Officer (CFO) and General
Counsel for InforMedix, Inc. It is the intent of each party to clarify the terms
of this Agreement in a more definitive agreement (the "Definitive Agreement") to
be drafted by Company's legal counsel. The following describes the Company's
business, and within this business, the responsibilities of the position of CFO
and General Counsel for InforMedix, Inc.
InforMedix is a company that manufactures and will begin to market a
portable, patient-based, medical device that monitors patient medication
compliance, health status, and quality of life for clinical trials. The product
electronically links patients and healthcare professionals via an
Internet-accessible database to reduce the time-to-market for new drugs, improve
data integrity and patient safety in clinical trials, improve health outcomes
and reduce healthcare costs. The Mission of the company is "To Improve Patient
Medication Compliance for a Healthier World." The Company holds the pioneer
patent portfolio in this field.
1. DUTIES
A. This position reports to both the Chairman and CEO and the
President and COO. The CFO is also an officer of the corporation.
The primary responsibilities as CFO are to: develop sales forecasts;
present to the investment community and shareholders on road shows and at annual
meetings, respectively; provide financial proforma modeling; develop relevant
financial statements for accounting purposes; provide liaison with any auditing
entities for purposes of financial reporting; support post-merger activities;
and to work with subcontractors for payroll, tax withholdings, accounts payable
and other matters relevant to the financial operations, and financial reporting
requirements of the Corporation. The CFO will work closely with sales and
marketing, R&D, manufacturing and customer service to develop divisional
budgets, and pricing models to support sales efforts.
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The CFO will work with the President and COO to determine the most
effective methods for cash use and management, such as the management of
inventory levels, parts, payments and the invoicing and receipt of cash to/from
customers. In addition, the CFO is responsible for dealing with all vendor
payments or payment methods to vendors with consideration of budget constraints
of the Corporation.
From time to time, Xx. Xxxxxx will also interface with the Finance and
Audit Committee. He may be asked to work with this arm of the Board independent
of the management team to provide appropriate incentive compensation plan
information of competitive packages from companies of like or similar size;
and/or to create models and forecast to assist the Committee in its efforts.
B. As General Counsel Employee shall perform the following:
(1) Assist the CEO and Chairman, President and COO, and Board of
Directors as needed in advising the Corporation on matters
of corporate law, and in negotiating various transactions;
(2) Draft Agreements and other legal documents on behalf of the
Corporation; and
(3) Supervise the work of the Company's outside legal counsel.
C. Employee is expected to work effectively in an early-stage, fast
moving environment.
D. Employee must be a successful team builder with the ability to
inspire and motivate others as the Corporation expands. The Employee's position
requires an individual that will thrive in an early-stage company culture, be
willing and able to work with the existing management team to build a strong
market presence.
2. COMPENSATION AND BENEFITS
A. As compensation for Employee's services under this Agreement, the
Company agrees to a salary of $150,000 paid in 24 equal
installments. In addition, there will be a bonus of up to 20% of
salary based upon achieving milestones, to be determined by the
Compensation Committee of the Board of Directors.
B. Employee will be eligible to participate in the distribution of
the Employee Bonus Pool established by the Compensation Committee
of the Board.
C. Employee will receive an allowance for moving expenses of $20,000
to be paid contemporaneously at the time the employee moves to
the Rockville area .
D. Employee will receive the standard employee health benefit
package including the ability to purchase family health benefits
using pre-tax compensation dollars.
E. Employee will be issued stock options for a minimum of 112,500
shares of InforMedix Holdings, Inc. common stock with an exercise
price of $.50 per share to be the same as the PIPE price, said
options vesting according to milestones established by the
Compensation Committee. If the incentive option pool is adjusted
through a stock split, reverse stock split,
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or other form of recapitalization, then Employee's number of
options shall be ratably adjusted. Employee shall participate in
increases in the stock option pool as determined by the
Compensation Committee.
F. Employee shall continue to be reimbursed for travel expenses
related to all business travel including weekly office commute as
is the current practice.
G. Employee shall be entitled to a total of twenty-six (26) days of
annual paid time off ("Annual PTO"), as defined below, during
this Employment Agreement. Annual PTO days not used by the
Employee during one twelve month period may be accrued and used
during 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; national holidays; illness;
personal use; or any other purpose not otherwise restricted or
prohibited by this Employment Agreement.
3. INTELLECTUAL PROPERTY
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 suggestions (whether
patentable or not), for devices and/or products that hold
medication, and/or devices, products, and/or programs that
provide medication, whose function is prompting for, and
ascertaining medication compliance, and/or are portable
technologies that are used by patients to capture data on
medication compliance and/or health status, which Employee may
develop, acquire, conceive or reduce to practice while employed
by the Corporation (whether or not during usual working hours),
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.
3. TERM OF ENGAGEMENT
A. The three-year term of this Employment Agreement shall be
effective July 1, 2003. Until such time Company receives funding
of $1.5 million, Employee will receive half his compensation in
the form of cash and half in the form of stock options. Employee
will receive two options for each dollar of compensation deferred
exercisable into one share of common stock each at $1.00 per
share. Employee will begin to receive full compensation in cash
when the Company receives equity funding of $1.5 million or more.
This Agreement is an employment-at-will Agreement; however, if
greater than 50% control of the Company is acquired by a
strategic investor, all issued and unvested options accelerate
and vest immediately.
B. Termination without Cause.
Upon the termination of the Employee's employment under this
Employment Agreement
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pursuant to Termination without Cause, neither the Employee nor
the Employee's beneficiary or estate shall have any further
rights or claims against the Corporation under this Employment
Agreement, except to receive the following:
(1) The unpaid portion of the annual Salary computed on a pro
rata basis to the date of such termination; and,
(2) Reimbursement for any expenses for which the Employee shall
not have already been reimbursed; and,
(3) Payment of all unused vacation time accrued through the date
of termination; and,
(4) Salary, for the following number of months:
(a) During the first year of this Employment Agreement -
two (2) months of Salary; plus,
(b) One (1) additional month of Salary for each year of
employment for the Corporation beyond the first year,
to a maximum of a total of six (6) months of Salary.
(5) On the date of a Termination without Cause, all unvested
options, warrants, and other rights granted to the Employee
to purchase stock of the Corporation, shall immediately
vest.
4. GENERAL PROVISIONS
A. This Agreement:
(1) Shall be contingent upon Employee resigning from and ending
any affiliation with BioMedical Development Group (except
for stock ownership); (2) Shall be governed by and construed
in accordance with the laws of the State of Maryland,
regardless of the laws that might otherwise govern under
applicable principles of conflicts of law thereof; (3)
Incorporates the entire understanding of the parties with
respect to the subject matter hereof and supersedes all
previous agreements should they exist with respect thereto
(except Company agrees that it will pay Employee $5,450 for
past services earned as an independent contractor upon the
closing of the first tranche in the Xxxxxx Associates PIPE
transaction.; (4) May not be amended or modified except in a
writing executed by the Company and Employee; and
B. During the Term of Employment, the Employee shall not be engaged
in any other business activity without the express written
consent of the Corporation. Employee shall be entitled to wind
down his business affairs with existing clients within a
reasonable period of time. Such clients include the following:
ParagonRx, LLC, and ProMetrics Consulting, Inc., and APA
Transport Corporation.
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C. This Agreement may be executed in two or more counterparts, each
of which shall be deemed to be an original, but which together
shall constitute one and the same Agreement.
Please confirm that the foregoing is in accordance with your
understanding of our agreement by signing and returning to us an executed copy
of this letter.
Very truly yours,
INFORMEDIX, INC.
BY: /s/ Xxxxx X. Xxxx
-----------------------------
XXXXX X. XXXX, M.D.
CHAIRMAN AND CEO
ACCEPTED AND AGREED:
/s/ Art Xxxxxx
------------------------------- ---------------------------------
ART XXXXXX DATE
INFORMEDIX
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