Exhibit 10.11
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this
"Agreement"), dated as of January 27, 2009 (the "Effective Date"),
is made by and among Favrille, Inc., a Delaware corporation
("Parent"), MyMedicalRecords, Inc., a Delaware corporation and a
wholly-owned subsidiary of Parent (the "Company"), and Naj Allana
(the "Executive").
WITNESSETH:
WHEREAS, Executive has been
employed by the Company pursuant to that certain Employment
Agreement, dated December 14, 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 as its Senior Vice
President, Chief Financial Officer, Chief Technology Officer and
Secretary, and Parent desires to employ the Executive as its Senior
Vice President, Chief Financial Officer and Secretary;
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby covenant and agree as
follows:
- Employment
Each of
Parent and the Company hereby agrees to retain the Executive, and
the Executive hereby agrees to be employed by Parent and the
Company, on and subject to the terms and conditions of this
Agreement.
- Term
The term
of this Agreement (the "Agreement Term") shall commence on the
Effective Date and shall expire on February 15, 2010 (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 Parent and the Company to the
Executive after appropriate Board resolution at least 120 days
prior to the expiration of the Initial Term or such extended term,
as the case may be.
- Responsibilities
The
Executive shall provide finance, accounting and information
technology services to Parent and the Company in Executive's
principal area of expertise. It is further intended that Executive
initially shall hold the office of Senior Vice President, Chief
Financial Officer and Secretary with Parent and Senior Vice
President, Chief Financial Officer, Chief Technology Officer and
Secretary with the Company, reporting to Parent's and the Company's
Chief Executive Officer. The Executive's job description and
title(s) may be changed by mutual agreement of the Executive,
Parent and the Company. 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.
-
Compensation
In
consideration of the services rendered by the Executive during the
term hereof Parent and the Company shall pay Executive the amounts
set forth below.
-
- Salary . Parent and the Company shall pay the
Executive, on a semi-monthly basis, a base salary of $15,845 per
month (the "Base Salary"). 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, provided that as of each
January 1 during the Agreement Term the amount of the Base Salary
shall increase by not less than 5% of the then current base
salary.
- Revenue-Based Compensation for Additional
Services . In
addition to the responsibil
