Exhibit 10.59
LMF Employ Agree
Page 1 of 5
EXECUTIVE EMPLOYMENT
AGREEMENT
Lowell M.
Fisher
Whereas Certified Diabetic Services,
Inc., a State of Delaware Corporation (“the Company”)
is in the business as a diabetic supplies mail order business
complemented by other mail order business, products and services
for it clients; and
Whereas Lowell M.
Fisher, age 72, (“Executive”) located at 7149
Steepleview Road, Woodbury, Minnesota 55125 has been providing
services under an existing contract that commenced
October 31 st , 2004 and expires
March 31 st , 2005. The Executive has been
operating as its Chairman of the Board, during that time,
positioning the company for the raise of capital, negotiating with
investors and investment funds, organizing the governance issues,
working with lending institutions, developing the business plan,
developing and maintaining the operating systems and accounting
systems, working with counsel to defend the Company from past
employee legal action, and providing general broad management
services to increase shareholder value for the Company;
and
Whereas, the Company wishes to
retain the services of the Executive and the Executive wishes to
have his services be retained by the Company.
Now, therefore, the parties agree as
follows:
Term of this
Agreement: The terms and conditions of this
agreement and the employment of the Executive shall continue for
three (3) consecutive one (1) year periods commencing on
April 1 st , 2005 and terminating on
March 31 st , 2008.
Services of the
Executive: Executive is
hereby expected to perform services for the Company for the term of
the agreement in such capacity as by title and duties, Chairman of
the Board of Directors whose responsibilities are defined in the
Hand Book for Directors, responsible for conducting and organizing
the board meetings, is responsible for outside professionals
consisting of legal counsel, monthly accounting review and auditor
functions. In addition to the Board responsibilities, the Executive
is to perform operational and general management duties including
upgrading existing operational control systems, developing
management information systems, negotiate with investors and
funding sources, provide strategic direction and over all
management direction to the President and CEO reporting to the
Chairman of the Board.
Change of
Control: In the event of a change of
control of the Company as defined by either the tax code, SEC
regulations, company Articles of Incorporation, its By-Laws or
change of control from the sale, merger or takeover of 15% of the
Company by individuals or another entity for whatever reason, this
agreement shall remain in full force and effect until its natural
termination on March 31 st , 2008.
LMF Employ Agree
Page 2 of 5
Compensation:
The Company agrees
to pay the Executive $180,000 per year during the first annual
year, 2005, and continuing through the third consecutive year
through March 31 st , 2008. Any increases in
compensation during the term of this agreement are to be determined
by the Board of Directors. Unpaid compensation of any sort in this
agreement shall be accrued and mutually agreed to be paid as is
economically reasonable by the Company, further, upon the natural
termination of this agreement, any unpaid compensation shall be
paid over a mutually agreed upon period of time. In the event of
retirement or resignation by the Executive or termination by the
Company with or without cause, before the natural termination of
this agreement, all compensation ceases.
Insurance:
The company agrees to pay all of the
Executive’s family health and hospitalization insurance
(“the Plan”) expenses with the exception of those
portions of the Plan that are determined to be paid by the
Executive. In the event that certain medical coverage is not within
the plan and those items missing are not covered by the Plan
including family out of plan coverage for dental, eye, and
dermatology expenses are agreed to be paid by the Company for the
term of this agreement. In addition, if and when the Executive
reaches retirement as determined by covered by Medicare Part A and
B, the company shall provide at its expense a full supplemental
policy for the life of the Executive. The Company, if financially
reasonable as determined by the Board of Directors, at its expense
shall provide Key Man life insurance directing the Company to be
its beneficiary and an amount of life insurance of an equal amount
to Key Man insurance for the Executive as an individual shall be
paid for by the company for the life of the Executive directing the
Spouse or Life Estate to be the beneficiary.
Bonus Plan
:
In addition to the
above compensation, the Company agrees to set up an annual
performance bonus pool of funds that include the Executive, other
key executives and employees in the Company. The bonus pool plan,
as yet undetermined for 2005, is to be set during the 4
th
quarter of the
previous year by the board of Directors, the Executive and the
President CEO. The Executive has a shared responsibility with the
President / CEO for the development of the overall plan for the
company. The Executive, the President / CEO and the Board of
Directors must agree that the performance goals are achievable for
the Company as set forth in each yearly plan. In addition, the
Executive and the President / CEO are to insure that other
executives and employees that are to be included in the bonus pool,
agree to the goals as set forth in the plan. The amount of the
bonus pool to be paid to the Executive is based upon the outcome
and pe
