Exhibit 10.61
EXECUTIVE EMPLOYMENT
AGREEMENT
1 of 5 Pages
EXECUTIVE EMPLOYMENT
AGREEMENT
Mark A.
Bock
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
Mr. Mark A. Bock, (“Executive”) located at
4260 3 rd Avenue SW, Naples, FL 34119,
has been providing services under an existing contract that
commenced June 25, 2006 and expires September 30, 2006.
The Executive has been operating a Financial Consultant, during
that time providing the Company with Financial Consulting including
closing the monthly income statements and balance sheets for year
2005, providing information for Auditors, providing schedules for
new Debt arrangements and making adjustments as directed by the
Auditors to the financial statements and general ledger of the
Company.
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
two (2) consecutive one (1) year periods commencing on
October 1 st , 2006 and terminating on
September 30 th , 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, Vice
President and Chief Financial Officer whose responsibilities are to
include but does not exclude and takes take full responsibility for
the protection and guardianship of all of the Company’s
assets, reporting to the Chairman and Chief Executive Officer and
providing reports for all financial information, forecasts,
management operations information and any irregularities to the
Board of Directors. The Executive is responsible for providing
business operation information and financial information to comply
with SEC regulations on a quarterly and annual basis. The Executive
is to provide reports of financial condition and business
information to legal counsel, board of directors, and annual
shareholder meetings. The Executive is responsible
EXECUTIVE EMPLOYMENT AGREEMENT
2 of 5 Pages
for outside professionals consisting of monthly
accounting review and auditor functions. The Executive is to
perform operational and general management duties for the Company
including upgrading existing operational control systems,
developing management information systems, negotiate with debt and
other funding sources.
Reporting Structure
: Reporting to the Executive is the
Controller, Accounting, including Accounts Payable, Accounts
Receivable, Billing Processes, Warehousing and existing and new
Product Purchasing. The Executive shall report to the Chairman of
the Board (“Chairman”) and Chief Executive Officer
(“CEO”).
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 any other entity for whatever reason,
this agreement shall remain in full force and effect until its
natural termination on September 30th, 2008. In addition,
under the event of the Change of Control as defined herein this
paragraph, the Executive’s Stock Options
(“Options”) shall become, 100% vested and the Executive
shall be issued stock certificates consistent with the Stock Option
Agreement provided to the Executive and further defined in this
Agreement.
Compensation
: The Company agrees
to pay the Executive $140,000 per year during the first annual
year, 2006, and continuing through the second consecutive year
through September 30 th , 2008. Any increases in
compensation during the term of this agreement are to be determined
by the Board of Directors and the Chairman and CEO. 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
cau
