EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the " Agreement") is made and entered into on
April 5, 2002, by and between VITALLABS, a Nevada corporation, located at
▇▇▇▇ ▇. ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter called
"VIT"), and ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ located at ____________________
WHEREAS, VIT desires to retain ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ in the position of V.P. of
Insurance for VIT.
WHEREAS, VIT, and ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ desire to enter into this Agreement to
Assure VIT of the services of ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ for the benefit of VIT and to
set forth the respective rights and duties or the parties hereto;
WHEREAS, VIT is in the business of building a Healthcare Services company.
NOW, THEREFORE, in consideration of the premises and the mutual covenants,
terms and conditions set forth herein, VIT and ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ agree as
follows:
ARTICLE 1
Employment
1.1 Employment and Title. VIT or its assigns hereby employs ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
and hereby accepts such employment as the V.P. OF INSURANCE for VIT all upon
the terms and conditions set forth herein.
Description of Services to be Performed.
a) The duties to be performed by ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ are to review all
insurance programs required or necessary to the conduct of the day to
day business of the company.
b) During the terms (as hereinafter defined) hereof, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
agrees to perform diligently and in good faith such duties and services
for VIT as are consistent with the position held by ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
under the direction of the Board of Directors of VIT. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
agrees to devote his full time and best efforts and the required time,
energies and abilities to the services to be performed hereunder and
for the benefit of VIT. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be vested with such
authority as is generally concomitant with the position to which he is
appointed for day-to-day operations.
c) ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall communicate and report to the Board of
Directors of VIT, on a periodic (as required) basis as to the State of
the business and prospects for the business future growth.
1.2 Location. The principal place of employment and the location of VIT's
principal office and ordinary place of work shall be in ▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇
▇▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, provided, however, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall, when
requested by the VIT or the Board of Directors, or may, if he determines it
to be reasonably necessary, temporarily perform services outside said area as
are reasonably required for the proper performance of his duties under this
Agreement.
1.3 Representations. Each party represents and warrants to the other that
he/she has full power and authority to enter into and perform this Agreement
and this his execution and performance of his Agreement shall not constitute
a default under or breach of any of the terms of any agreement to which
he/she is a party or under which he/she is bound. Each party represents that
no consent or approval of any third party is required for his execution,
delivery and performance of this Agreement or that all consents or approvals
of any third party required for his or its execution, delivery and
performance of this Agreement have been obtained.
ARTICLE II
Term
2.1 Term. The term of ▇▇▇ ▇▇▇▇▇▇▇▇▇▇'▇ employment hereunder (the "Term ")
shall commence as of the date hereof (the "Commencement Date") and shall
continue from the date hereof for a period of five (5) years with automatic
5-year extensions unless earlier terminated by ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ or VIT's Board
of Directors pursuant to the provisions of this Agreement.
ARTICLE III
Compensation
3.1 Base Salary. As compensation for the services to be rendered by ▇▇▇
▇▇▇▇▇▇▇▇▇▇, VIT shall pay ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, during the term of this Agreement,
an annual base salary of $72,000.00 which base salary shall (prorated for
periods less than a month) be paid in 26 equal installments payable bi-
weekly in the normal pay cycle of VIT. If ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ is successful in
increasing the total revenue of VIT as outlined in Exhibit A-l he will earn
bonuses as outlined therein on an annually basis as outlined in A-l.
3.2 Benefits. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be entitled, during the Terms hereof, to
the same medical, hospital, dental and life insurance coverage as are
available to VIT's employees on the Commencement Date and shall receive
additional benefits (now being developed) as shall be made available to
members of the Executive staff.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be entitled to Four (4) weeks of fully paid vacation per
year during the term of this Agreement. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall not be entitled
to receive monetary or other valuable consideration for vacation time to
which he/she is entitled but does not take. The timing of vacation periods
shall be within the discretion of ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, reasonably exercised so as
not to unnecessarily inconvenience VIT. Holidays will be paid as defined in
the company's policy and procedures manual.
3.3 Withholding. Any and an amounts payable under this Agreement, including,
without limitation, amounts payable in the event of the termination hereof
under Article V his hereof, are subject to withholding for such federal,
state and local taxes as VIT in its reasonable judgment determines to be
required to any applicable law, rule or regulation.
ARTICLE IV
Working Facilities, Expenses and Insurance
4.1 Working Facilities and Expenses. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be furnished with
an office at the principal office of VIT, or at such other working facilities
and secretarial and other assistance suitable to his position and adequate
for the performance of his duties hereunder. VIT shall reimburse ▇▇▇
▇▇▇▇▇▇▇▇▇▇ for all of ▇▇▇ ▇▇▇▇▇▇▇▇▇▇'▇ reasonable expenses incurred while
employed and performing his duties under and in accordance with the terms and
conditions of the Agreement, subject to ▇▇▇ ▇▇▇▇▇▇▇▇▇▇'▇ full and appropriate
documentation, including, without limitation, receipts for an such expenses
in the manner required pursuant to VIT's policies and procedures and the
Internal Revenue Code as in effect from time to time.
ARTICLE IV
Termination
5.1 Termination for Cause. Notwithstanding any other provision in this
agreement to the contrary, in the event ▇▇▇ ▇▇▇▇▇▇▇▇▇▇'▇ employment is
terminated for cause, no benefits, whatsoever, shall be payable except for
accrued salaries and expense reimbursement. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ may be terminated
for cause upon the commission of any illegal or dishonest acts which might
materially and adversely reflect upon the reputation of VIT or prove
injurious to VIT' s operations. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ may be terminated for cause in
the event he violates the Restrictive Covenants contained in this agreement
or if he willingly and materially fails or refuses to perform his duties and
responsibilities as required by this Agreement.
5.2 Termination without Cause. This Agreement may not be terminated by VIT
without case during the initial five (5) year Term of employment. At any
time after the expiration of the initial five (5) year Term of employment,
VIT may by written notice terminate ▇▇▇ ▇▇▇▇▇▇▇▇▇▇'▇ employment hereunder
without cause provided that it delivers to ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ the payments and
benefits required as follows. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be entitled to continue to
receive all incentives earned from this agreement in effect at the time of
notice to terminate without cause. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall receive his total
compensation per this Agreement for a period of one year. The company shall
further by full satisfaction release ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ for all debts, promissory
notes, leases and other documents that ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ may have guaranteed on
behalf of the company. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall accept such payments and benefits
in full discharge and release of VIT of and from any further obligations
under this agreement. Such discharge and release shall not affect any rights
and remedies which may be available to ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ otherwise than under
this Agreement.
a) Should ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ choose to terminate employment without cause he will
only be entitled to the same compensation as for cause.
ARTICLE VI
Covenant Not to Compete
6.1 Covenant Not to Compete. Upon termination of this Agreement by either the
voluntary resignation of ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ without good cause or the termination
of ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ for cause by VIT, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall not directly or
indirectly, within the State of Florida, enter into or engage in any business
in competition with the Business of VIT, as it now exists or may exist at the
time of termination of employment under this Agreement, either as an
individual on his own account, or as a partner, joint venture, agent, or
salesperson for any corporation, for a period of one (1) year after the date
of termination of employment hereunder. It is agreed by the parties that this
covenant on the part of VIT may be enforced against ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ by
injunction, as well as by all other legal remedies available to VIT. It is
agreed by the parties hereto that if any portion of this covenant not to
compete is held to be unreasonable, arbitrary or against public policy, the
covenant herein shall be considered divisible both as to time and geographic
area so that a lesser period of time or geographical areas shall remain
effective so long as the same is not unreasonable, arbitrary, or against
public policy. The parties hereto agree that, in the event any Court
determines the specified time period or the specified geographical area to be
unreasonable, arbitrary, or against public policy, a lesser time period or
geographical area which is determined by the courts to be reasonable, non-
arbitrary and not against public policy may be enforced against ▇▇▇
▇▇▇▇▇▇▇▇▇▇ by injunction, as well as by all other legal remedies available to
VIT.
6.2 Solicitation of Employees. For a period of one year after ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
is no longer employed by VIT, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ will not, directly, either as an
individual, proprietor, stockholder, partner, officer, director, Employee or
otherwise, solicit any officer, director, Employee or other individual:
a) To leave his or his employment or position with VIT;
b) To compete with the Business of VIT; or
c) To violate the terms of any employment; non-competition or similar
agreement with VIT.
For purposes of this paragraph, references to the Business of VIT shall
include the business of any subsidiary or affiliate of VIT.
6.3 a) ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ agrees that in the event of a breach of any term of
this Agreement, and more particularly, in the event of the breach of any of
the terms and provisions of this Article VI, VIT shall be entitled to secure
an order in any suit brought for that purpose to enjoin ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ from
violating any of the provisions of this Agreement and that, pending the
hearing and the decision on the application for such order, VIT shall be
entitled to a temporary restraining order without prejudice to any other
remedy available to VIT. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ UNDERSTANDS THAT THE COVENANTS OF
THIS PARAGRAPH ARE THE ESSENCE OF THIS EMPLOYMENT AGREEMENT, WITHOUT WHICH NO
EMPLOYMENT AGREEMENT WOULD BE ENTERED INTO BY VIT.
b) The provisions of Article VI shall in no event be construed to be an
exclusive remedy, and such remedy shall be held and construed to be
cumulative and not exclusive of any rights or remedies, whether in law or
equity, otherwise available under the terms of this Agreement or under the
laws of the United States or any state.
ARTICLE VII
Confidentiality and Intellectual Property Rights
7 .1 Confidentiality. That ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ will not at any time during or
after his employment by VIT, directly or indirectly, divulge, disclose or
communicate to any person, firm or corporation in any manner whatsoever,
other than in the normal course of performing his duties for VIT, any
information concerning any matter affecting or relating to the Business of
VIT. While engaged as an employee of VIT, the Employee may only use
information concerning any matters affecting or relating to VIT or the
Business of VIT for a purpose which is necessary to the carrying out of the
duties as an employee of VIT, and ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ may not make use of any
information of VIT after he/she is no longer an employee of VIT. That ▇▇▇
▇▇▇▇▇▇▇▇▇▇ agrees to the above without regard to whether all of the above
matters will be deemed confidential, material or important, it being
stipulated by the parties that all information, whether written or otherwise,
regarding VIT's Business, including but not limited to, information regarding
customers, customer lists, VIT's salaries, costs, prices, earnings, and any
financial or cost accounting reports, products, services, formulae,
compositions, machines, equipment, apparatus, systems, manufacturing
procedures, operations, potential acquisitions, new location plans,
prospective and executed contracts and other business arrangements, and
sources of supply, is presumed to be important, material and confidential
information of VIT for purposes of this Agreement, except to the extent that
such information may be otherwise lawfully and readily available to the
general public. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ agrees that all of this information is a trade
secret owned exclusively by VIT that shall at all times be kept confidential.
That ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ further agrees that he/she will, upon termination of his
employment with VIT, return to VIT all books, records, lists and other
written, typed or printed materials, whether furnished by VIT or prepared by
VIT, which contain any information relating to VIT's Business, and that ▇▇▇
▇▇▇▇▇▇▇▇▇▇ agrees that he/she will neither make nor retain any copies of such
materials after termination of employment. For purposes of this Article Vll,
references to the Business or information of or relating to VIT shall include
the information or business of VIT, and any subsidiary or affiliate of VIT,
with the exception of that information known to employee prior to his
employment by VIT and brought to VIT by ▇▇▇ ▇▇▇▇▇▇▇▇▇▇.
7.2 Business Opportunities and Patentable Devices. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ will make
full and prompt written disclosure to VIT, or their nominee of:
a) Any business opportunity of which he/she becomes aware and which relates
to the Business of VIT, or any of its subsidiaries or affiliates; and
7.3 Assignment of Intellectual Property Rights. That ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ assigns
to VIT and/or VIT the entire right, title and interest for the entire world
in and to all work performed, writing(s), formula(s), design(s), model(s),
drawing(s), software, photograph(s), design invention(s) and other
invention(s) made, conceived or reduced to practice or authored by VIT,
either solely or jointly with others, during the performance on this
Agreement or with the use of information, materials or facilities of VIT
received or used by VIT during the period ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ is retained by VIT
under this Agreement or any extensions or renewals thereof, with the
exception of that information known to employee prior to his employment by
VIT, or to information and inventions made, conceived or reduced to practice
solely by ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ on his own personal time and unrelated to the
business of VIT or it's affiliates.
That ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall sign, execute and acknowledge or cause to be
signed, executed and acknowledged without cost, but at the expense of VIT,
any and all documents and to perform the acts as may be necessary, useful or
convenient for the purpose of securing to VIT or its nominees trade secret,
patent, trademark, or copyright protection throughout the world upon all such
work(s), writing(s), photograph(s), software, design invention(s), other
invention(s) and processes, title to which VIT may acquire in accordance with
the provisions of this clause.
ARTICLE VIII
Miscellaneous
8.1 No Waivers. The failure of either party to enforce any provision of this
Agreement shall not be construed as a waiver of any such provision, nor
prevent such party thereafter from enforcing such provision or any other
provision of this Agreement.
8.2 Notices. Any notice to be given to VIT, and ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ under the
terms of this Agreement may be delivered personally, by telecopy, telex or
other form of written electronic transmission, or by registered or certified
mail, postage prepaid, and shall be addressed as follows:
If to VIT: VIT
1375 So. Ft. ▇▇▇▇▇▇▇▇ Ave.
Clearwater, F133756
If to ▇▇▇ ▇▇▇▇▇▇▇▇▇▇: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Either party may hereafter notify the other in writing of any change in
address. Any notice shall be deemed duly given (i) when personally delivered,
(ii) when telecopied, telexed or transmitted by other form of written
electronic transmission, or (iii) on the day after it is mail by registered
mail or certified mail, postage prepaid, as provided herein.
8.3 Severability. The provisions of this Agreement are severable and if any
provision of this Agreement shall be held to be invalid or otherwise
unenforceable, in whole or in part, the remainder of the provision, or
enforceable parts thereof, shall not be affected thereby.
8.4 Successors and Assigns. The rights and obligations of VIT under this
agreement shall inure to the benefit of and be binding upon the successors
and assigns of VIT, including the survivor upon any merger, consolidation or
combination of VlT with any other entity. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall not have the
right to assign, delegate or otherwise transfer any duty or obligation to be
performed by him/her hereunder to any person or entity.
8.5 Entire Agreement. This Agreement supersedes all prior agreements and
understandings between the parties hereto, oral or written, and may not be
modified or terminated orally. No modification, termination, or attempted
waiver shall be valid unless in writing, signed by the party against whom
such modification, termination or waiver is sought to be enforced. This
Agreement was the subject of negotiation by the parties hereto and their
counsel. The parties agree that no prior drafts of this Agreement shall be
admissible as evidence in any proceeding that involves the interpretation of
any provision accordance with the internal laws of the State of Florida
without reference to the conflict of law thereof
8.7 Section Headlines. The section headings contained herein are for the
purposes of convenience only and are not intended to define or limit the
contents of said sections.
8.8 Further Assurances. Each party hereto shall cooperate and shall take such
further action and shall execute and deliver such further documents as may be
reasonably requested by any other party in order to carry out the provisions
and purposes of this Agreement.
8.9 Gender. Whenever the pronouns "his" are used they shall also be deemed to
mean "he/she" or "it" or "its" whenever applicable. Words in the singular
shall be read and construed as though in the plural and words in the plural
shall be read and construed as though in the singular in all cases where they
would apply.
8.10 Counterparts. This Agreement may be executed in counterparts, all of
which taken together shall be deemed one original.
8.11 Attorney's Fees. In the event that either party is required to engage
the services of legal counsel to enforce the terms and conditions of this
Agreement against the other party, regardless of whether such action results
in litigation, the prevailing party shall be entitled to reasonable
attorneys' fees, costs of legal assistants, and other costs from the other
party, which shall include any fees or costs incurred at trial or any
appellate proceeding, and expenses and other cost, including any accounting
expenses incurred.
8.12 Indemnification VIT agrees to indemnify and hold harmless ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
from and against any and all liability, claims, losses, demands, injuries,
expenses and causes of action (including reasonable costs and attorney's and
paralegal fees) arising from or incident to the negligent or willful act or
omission of VIT's agents, affiliates, or contractors in the performance of
its obligations including but not limited to all claims which may be made or
asserted by any individual, agency or entity engaged by VIT or a regulatory,
licensing agency, a competitor of VIT or a recipient of the duties or
services provided by VIT but is not a party to this agreement.
IN WITNESS HEREOF, the parties hereto have executed this Employment Agreement
as of the date first above written.
Attest: Vitallabs, Inc. ("VIT")
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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Its Chairman of the Board
Attest By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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Its Secretary
/s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇▇▇▇▇▇
EXHIBIT A
The Company may declare a bonus for ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ at the first Board Meeting
of each calendar year. The bonus will be based on the overall performance
against goals set by the board for the previous year. The bonus however may
not exceed more than (1%) one percent of the earnings before income tax,
depreciation and amortization. At each Annual board meeting the bonus
program may be reviewed and changed
