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EMPLOYMENT AGREEMENT

Employee Retention Agreement

EMPLOYMENT AGREEMENT | Document Parties: FAVRILLE INC | Favrille, Inc | MyMedicalRecords, Inc You are currently viewing:
This Employee Retention Agreement involves

FAVRILLE INC | Favrille, Inc | MyMedicalRecords, Inc

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Title: EMPLOYMENT AGREEMENT
Governing Law: California     Date: 2/2/2009
Industry: Biotechnology and Drugs     Sector: Healthcare

EMPLOYMENT AGREEMENT, Parties: favrille inc , favrille  inc , mymedicalrecords  inc
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Exhibit 10.10

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of January 27, 2009 (the "Effective Date"), is entered into among Favrille, Inc., a Delaware corporation ("Parent"), MyMedicalRecords, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the "Company") and Robert H. Lorsch (the "Executive").

WITNESSETH:

WHEREAS, Executive has been employed by Company pursuant to the Employment Agreement between the Company and the Executive dated as of July 1, 2006 (the "Original Agreement");

WHEREAS, the Company desires to continue to employ the Executive so that it will have the continued benefit of his ability, experience and services, and Parent desires to employ the Executive as its President and Chief Executive Officer;

WHEREAS, the Executive is willing to enter into this Agreement to that end, upon the terms and conditions hereinafter set forth;

                NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby covenant and agree as follows:

  1. Employment

Each of Parent and the Company hereby agrees to employ the Executive, and the Executive hereby agrees to be in the employ of Parent and the Company, on and subject to the terms and conditions of this Agreement.

  1. Term

The period of this Agreement (the "Agreement Term") shall commence on the Effective Date and shall expire on December 31, 2011 (the "Initial Term") unless extended or otherwise terminated pursuant to this Agreement (the "Employment Period"). The Agreement Term shall be extended automatically for successive additional one-year periods at the expiration of the then-current term unless written notice of non-extension is provided by Executive to the Company and Parent, or by Parent and the Company to the Executive after appropriate Board resolution, in either case at least 60 days prior to the expiration of the Initial Term or such extended term, as the case may be.

  1. Position, Authority and Responsibilities
    1. The Executive shall serve as, and with the title, office and authority of, the President and Chief Executive Officer of Parent and the Company. In this capacity, the Executive shall report directly and only to the Board of Directors of Parent and the Company (the "Board"). The Executive shall also hold such other ancillary titles and offices with Parent or the Company or their respective affiliates as may be reasonably requested by the Board.
    2. Subject to the authority of the Board, the Executive shall have the full authority of the President and Chief Executive Officer of each of Parent and the Company for the supervision and control over the management of the day-to-day business and affairs of Parent and the Company, and he shall have such duties and responsibilities to Parent and the Company as are commensurate with such authority. Subject to the authority of the Board, all operational priorities shall be set, and projects assigned, by the Executive or with his prior approval.

    1. The Executive agrees to devote a reasonable portion of his business time, efforts and skills to the performance of his duties and responsibilities under this Agreement.
  1. Compensation and Benefits

In consideration of the services rendered by the Executive during the Employment Period, the Company shall pay or provide (and Parent shall cause the Company to pay or provide) the Executive the compensation and benefits set forth below.

    1. Salary . The Company shall pay the Executive a base salary during the Employment Period (the "Base Salary") at the rate of $15,000 per month payable on the normal payroll dates for the Company. The Base Salary shall be subject to an increase as determined by the Board of Directors of Parent from time to time in its sole discretion.
    2. Annual Bonus . Each year during the Employment Period, the Executive shall earn an annual bonus (the "Annual Bonus") as determined by the Board of Directors of Parent in its sole discretion.
    3. Stock Options. Each year during the Employment Period, the Executive shall be entitled to a grant or grants of stock options (the "Option Grants") as determined by the Board of Directors of Parent in its sole discretion.
    4. Employee Benefits . The Executive shall be entitled to reimbursement for expenditures for life insurance on the Executive in the face amount of $3,000,000 (or such higher amount as may be agreed to by the Board of Directors of Parent), provided that Executive shall assign not less than 50% of the face amount of any proceeds of such insurance to the Company. The Executive shall also be entitled to: (i) four weeks' vacation for each 12-month period during the Employment Period; (ii) an automobile allowance of $3,000 per month; (iii) reimbursement for up to $3,000,000 of coverage under the existing policy (249736) and other insurance (which may include D&O coverage or excess coverage) in amounts consistent with past practice, and any policy issued upon renewal or replacement thereof; and (iv) such other benefits and perquisites that are generally made available to senior executives of Parent or the Company from time to time.
    5. Indemnification . The Executive shall be provided with any indemnification rights and indemnification insurance coverage on the same basis as are provided to other senior executives of Parent or the Company.
    6. Reimbursement of Expenses . The Company shall reimburse all reasonable business expenses and disbursements incurred by the Executive in the performance of his duties under this Agreement in accordance with the Company's normal practices and procedures upon accounting thereafter.
  1. Termination of Employment

The Employment Period shall be terminated upon the happening of any of the following events, subject to the provisions of this Agreement applicable to termination of employment under certain circumstances.

    1. Termination without Cause . Parent or the Company may terminate the Executive's employment hereunder for any reason by giving the Executive 30 days' advance written notice of such termination.

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    1. Termination for Cause . Parent or the Company may terminate the Executive's employment hereunder for Cause. For purposes of this Agreement, the Executive shall be considered to be terminated for "Cause" upon (i) willful breach of the material terms of this Agreement, (ii) demonstrated fraud in connection with performance of his duties hereunder as determined by a court of competent jurisdiction; or (iii) the final conviction for, or plea of nolo contendere to, a charge of commission of a felony. However, in no event shall the Executive's employment be considered to have been terminated for "Cause", unless the Executive receives a copy of a resolution, duly adopted at a meeting of the Board, identifying in reasonable detail the acts or omissions constituting "Cause", and such acts or omissions are not cured (to the extent susceptible to cure) by the Executive within 30 days of the receipt of notice of termination and a copy of such resolution.
    2. Resignation without Good Reason . The Executive may voluntarily terminate his employment hereunder for any reason that does not constitute Good Reason (as set forth below) by giving Parent or the Company 30 days' advance written notice of such termination.
    3. Resignation for Good Reason . The Executive may voluntarily terminate his employment hereunder for Good Reason. For purposes of this Agreement, "Good Reason" shall mean:
      1. the assignment to the Executive of any duties materially and adversely inconsistent with the Executive's position and authority as contemplated by Section 3 hereof;
      2. any change or diminution of Executive's authority or reporting relationship or bypassing of the normal chain of command, including any conduct by persons associated with the Company which are intended to, or have the effect of, materially interfering with, or limiting, the ability of the Executive to carry out his responsibilities, excluding for these purposes isolated and insubstantial actions not taken in bad faith and which are remedied by Parent or the Company promptly after receipt of notice thereof given by the Executive;
      3. any requirement that the Executive report to any person or entity other than as contemplated in Section 3(a) hereof;
      4. any material failure by Parent or the Company to comply with the compensation and benefits provisions of Section 4 hereof;
      5. the offices of Parent or the Company shall be moved to a location that is more than 50 miles away from the current offices of Parent and the Company;
      6. a Change in Control shall have occurred; or
      7. any material breach of this Agreement by the Company.

In no event shall the Executive be considered to have terminated his employment for "Good Reason" unless and until (i) Parent or the Company receives written notice from the Executive identifying in reasonable detail the acts or omissions constituting such "Good Reason" and the provision of this Agreement relied upon by the Executive for such termination, and (ii) such acts or omissions are not cured by Parent or the Company within 30 days of the Company's receipt of such notice. As used in this section (d), "Change in Control" means the occurrence of any one or

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more of the following: (A) any person (which may be individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust or any other entity or organization) becomes the owner of 50% or more of the voting power of Parent's capital stock; or (B) individuals who, as of the Effective Date, constitute the Board of Directors of Parent (the "Continuing Directors") cease for any reason to constitute at least a majority of such Board; provided , however , that any individual becoming a director after the Effective Date w


 
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