EMPLOYMENT AGREEMENT
THIS AGREEMENT (" Agreement" ) made the 8th day of March, 2007.
BETWEEN:
Lusora Healthcare Systems Inc. , a public company incorporated under the laws of the State of Nevada having its head office at 2802 Flintrock Trace, Suite 221, Austin, Texas 78738 USA
(" LHCS" )
AND:
Jeff Kidder , a businessman with a mailing address at P.O. Box 720627, Oklahoma City, Oklahoma 73172
(the " Employee" )
WHEREAS LHCS would like to engage the Employee as an employee of LHCS, and the Employee would like to be engaged by LHCS as an employee, on the terms and conditions contained herein;
IN CONSIDERATION of the mutual agreements in this Agreement and subject to the terms and conditions specified in this Agreement, the parties agree as follows:
1.
Definitions
1.1
In this Agreement, including the recitals and the schedules, unless otherwise defined in this Agreement, the defined words and expressions have the meanings set out in Schedule " A" to this Agreement.
2.
Scope of Employment
2.1
Position and Title . LHCS engage the Employee as an employee of LHCS. The Employee hereby agrees to such engagement. The Employee shall be employed as the Vice President of Business Development (" VPBD" ) of LHCS.
2.2
Duties . As Vice President of Business Development of LHCS, the Employee shall carry out the duties typically performed by the VPBD of a public company engaged in the business of healthcare technology, including the providing of leadership to implement LHCS' strategic goals and objectives, enabling the Board of Directors to fulfill its governance function, providing direction and leadership to LHCS toward the achievement of its philosophy, mission, strategy, and its annual goals and objectives and reporting to the Chief Operating Officer (" VPBD Duties" ).
2.3
Commitment of the Employee . The Employee shall use his best efforts to promote the interests of LHCS, and shall carry out the VPBD Duties honestly, in good faith and in the best interests of LHCS.
2.4
Term . The term of the employment is for three years commencing on May 1, 2007.
CW1109760.1
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3.
Salary, Bonuses and Benefits
3.1
Salary. LHCS shall pay to the Employee an annual base salary of $125,000, exclusive of Bonuses and Benefits (the " Salary" ). The Salary shall be payable semi-monthly, in arrears, on the fifteenth and last business Day of each month, commencing at the end of the first month of the Employee' s employment.
3.2
Annual Bonus. LHCS may pay to the Employee a bonus of up to 100% of his total annual salary. The amount of any bonus paid shall be determined by milestones to be mutually agreed upon by LHCS and employee.
3.3
Reimbursement of Expenses. LHCS shall reimburse the Employee for all reasonable expenses incurred in the performance of his Duties, provided that the Employee provides LHCS with a written monthly expense report with supporting documentation in a form satisfactory to LHCS.
3.4
Stock Options . Upon approval by the Board of Directors, or a committee thereof, Employee shall be granted options under a Board of Directors approved Employee Stock Option Plan (" Plan" ) to be created at a future date. Such stock options (" Stock Options" ) shall be granted and governed as defined by the Plan:
(a)
The number of Stock Options shall be 500,000 shares of LHCS;
(b)
Employee shall be eligible to receive future stock grants and stock option awards at the discretion of the Board of Directors;
3.5
Health Insurance. LHCS shall provide the Employee with medical and dental insurance coverage (" Insurance" ) in accordance with the Policies in place from time to time. Until LHCS provide the Employee with Insurance, they shall reimburse the Employee for his own private healthcare plan expenses of up to $750 per month.
3.6
Vacation Entitlement. The Employee shall be entitled to 7 Days paid vacation (" Vacation" ) during each full fiscal year of employment (pro-rated for any partial fiscal years during which the Employee is employed). In addition, the Employee shall be entitled to paid holidays on the statutory holidays in the State of Texas, United States. The Employee' s Vacation entitlement shall increase, if at all, in accordance with the Policies in place from time to time.
3.7
Benefits. The Insurance, Vacation, Holidays, Stock Options and other benefits conferred by this Agreement are referred to collectively herein as the " Benefits."
3.8
Deductions and Remittances. LHCS shall be entitled to deduct and retain from the Salary, Bonuses and Benefits due to the Employee, and remit to the required governmental authority, any amount that it may be required by law or regulation to deduct, retain and remit including, without limitation, Federal and State income tax, in addition to any other statutory deductions and remittances.
4.
Termination
4.1
Employee' s Right to Terminate for any Reason. The Employee may terminate this Agreement and his employment for any reason at any time upon providing 90 days advance notice in writing to LHCS. LHCS shall be obliged to pay the Salary and Benefits earned and accrued but not paid, due up to the date of termination, with such payment to be made within 6 Days of the date of termination.
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4.2
Company' s Right to Terminate for Cause. LHCS may terminate this Agreement and the Employee' s employment for Cause at any time on written notice to the Employee. LHCS shall pay the Salary and Benefits earned and accrued but not paid that are due up to the date of termination, with such payment to be made within 6 Days of the date of termination.
4.3
Company' s Right to Terminate for any Reason. LHCS may terminate the employment of the Employee for any reason at any time on 90 days written notice to the Employee. LHCS shall be obliged to pay the Salary, and any Bonuses and Benefits earned and accrued but not paid, due up to the date of such termination notice and for 90 days thereafter, with such payment to be made within 6 Days of the date of delivery of the termination notice. In addition to any such accrued but unpaid amounts, if the Employee continues to work as required under this Agreement during the 90 day notice period, benefits, stock option vesting and bonus share vesting will continue during such period.
5.
Confidential Information
5.1
Confidentiality. All Confidential Information shall, during the Term of this Agreement and for a period of 12 months thereafter, be held by the Employee in a fiduciary capacity for LHCS, in the strictest confidence, and shall be used or disclosed by the Employee solely for the benefit of Lusora, LHCS or their Affiliates, and shall not be used or disclosed by the Employee, directly or indirectly, for any purpose other than for the benefit of Lusora, LHCS or their Affiliates.
5.2
Copying and Delivery of Records. The Employee shall not, either during the Term of this Agreement or for a period of 12 months thereafter, directly or indirectly, cause or permit any Confidential Information to be copied or reproduced other than in the ordinary course of the Employee' s Duties. The Employee shall promptly return to LHCS all written information, disks, tapes, memory devices and all copies of any of Confidential Information of LHCS forthwith upon LHCS' s request, at any time, to do so.
5.3
Trading in stock. The Employee acknowledges that LHCS is a publicly traded company and that as an employee he may become privy to confidential information that has not been disclosed to the public. Employee agrees not to trade in the stock of LHCS while in possession of such information and will not disclose such information to any person for the purpose of such person trading the stock.
6.
Intellectual P ...
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