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Exhibit 10.10
EXECUTIVE EMPLOYMENT AGREEMENT
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”)
dated December 10, 2008 by and between Medefile International,
Inc., a Nevada corporation (the “Company”), and Milton
Hauser, an individual (the “Executive”).
The Company desires to employ the Executive, and the Executive
wishes to accept such employment with the Company, upon the terms
and conditions set forth in this Agreement.
NOW THEREFORE, in consideration of the foregoing facts and mutual
agreements set forth below, the parties, intending to be legally
bound, agree as follows:
1. Employment. The
Company hereby agrees to employ Executive, and Executive hereby
accepts such employment and agrees to perform Executive’s
duties and responsibilities in accordance with the terms and
conditions hereinafter set forth.
1.1 Duties
and Responsibilities. Executive shall serve as President and Chief
Executive Officer of the Company. During the Employment
Term (as defined below), Executive shall perform all duties and
accept all responsibilities incident to such positions and other
appropriate duties as may be assigned to Executive by the
Company’s Board of Directors from time to
time. The Company shall retain full direction and
control of the manner, means and methods by which Executive
performs the services for which she is employed hereunder and of
the place or places at which such services shall be rendered.
1.2 Employment
Term. The term of this Agreement shall commence as of
December __, 2008 (the “Effective Date”) and shall
continue for thirty-six (36) months, unless earlier terminated in
accordance with Section 4 hereof. The term of
Executive’s employment shall be automatically renewed for
successive one (1) year periods until the Executive or the Company
delivers to the other party a written notice of their intent not to
renew the Employment Term, such written notice to be delivered at
least sixty (60) days prior to the expiration of the then-effective
Employment Term. Upon termination by the Company,
Executive is entitled to termination payments pursuant to Section 4
hereof. The period commencing as of the Effective Date
and ending thirty-six (36) months thereafter or such later date to
which the term of Executive’s employment under the Agreement
shall have been extended by mutual written Agreement is referred to
herein as the “Employment Term.”
1.3 Extent
of Service. During the Employment Term, Executive agrees
to use Executive’s best efforts to carry out the duties and
responsibilities under Section 1.1 hereof and shall devote such
time Executive deems is reasonably necessary to perform his duties
hereunder. To that end, the Company acknowledges and
agrees that Executive may dedicate some of his business time to
other ventures that do not compete directly with the business of
the Company and that doing so shall not be a violation of
Executive’s obligations under this Agreement.
1.4 Base
Salary. The Company shall pay Executive a base salary
(the “Base Salary”) at the annual rate of $216,000
(U.S.), payable at such times as the Company customarily pays its
other senior level executives. In the sole discretion of
the Company, the Base Salary may be payable through the issuance of
shares of the Company’s common stock which have been
registered by the Company on a Form S-8 registration statement
filed with the Securities and Exchange Commission.
1
1.5 Discretionary
Bonus. From time to time during the Term, the Company
may pay to the Employee additional compensation in an amount
determined by the sole discretion of the Board of Directors.
1.6 Preferred
Stock.
(a) The Company shall issue 10,000 shares of preferred
“A” Stock, par value $.001 per share, (the
“Preferred Shares”) to Executive. Each certificate
representing the Preferred Shares shall bear appropriate transfer
restriction legends as required by the Securities Act of 1933, as
amended, and other applicable laws.
(b) Right of First Refusal. The Company shall have
the right, for a period of thirty (30) days following notice from
the Executive, to repurchase all of the Preferred Shares granted to
Executive under this Section 1.6 on the following conditions:
(i) Executive
shall send to the Company notice of his intent to sell the
Preferred Shares (“Executive Notice”) which Executive
Notice shall include the name of the purchaser and purchase price
(“Purchase Price”); (ii) The Company shall
send to Executive a notice indicating their intention to repurchase
or not repurchase the Preferred Shares within thirty (30) days
following the date of the Executive Notice; (iii) If
the Company wishes to repurchase the Preferred Shares, the Company
shall repurchase the Preferred Shares for the Purchase Price within
thirty (30) days following the date of the Executive Notice.
The obligations created under this Section 1.6(b) shall survive
termination of this Agreement.
1.7 Other
Benefits. During the Employment Term, Executive shall be
entitled to participate in all employee benefit plans and programs
made available to the Company’s senior level executives as a
group or to its employees generally, as such plans or programs may
be in effect from time to time, including, without limitation,
medical, dental, short-term and long-term disability and life
insurance plans, accidental death and dismemberment protection and
travel accident insurance. Executive shall be provided
office space and staff assistance appropriate for Executive’s
position and adequate for the performance of his duties.
1.8 Miscellaneous. Executive
shall be provided with reimbursement of expenses related to
Executive’s employment by the Company. Executive
shall be entitled to vacation and holidays in accordance with the
Company’s normal personnel policies for senior level
executives. 2
2. Confidential
Information. Executive recognizes and acknowledges that
by reason of Executive’s employment by and service to the
Company before, during and, if applicable, after the Employment
Term, Executive will have access to certain confidential and
proprietary information relating to the Company’s business,
which may include, but is not limited to, trade secrets, trade
“know-how,” product development techniques and plans,
customer lists and addresses, cost and pricing information,
strategy and programs, computer programs and software and financial
information (collectively referred to as “Confidential
Information”). Executive acknowledges that such
Confidential Information is a valuable and unique asset of the
Company. Executive covenants that he will not, unless
expressly authorized in writing by the Board of Directors, at any
time during the course of Executive’s employment use any
Confidential Information or divulge or disclose any Confidential
Information to any person, firm or corporation except in connection
with the performance of Executive’s duties for the Company
and in a manner consistent with the Company’s policies
regarding Confidential Information.
Executive also covenants that at any time after the termination of
such employment, directly or indirectly, he will not use any
Confidential Information or divulge or disclose any Confidential
Information to any person, firm or corporation, unless such
information is in the public domain through no fault of Executive
or except when required to do so by a court of law, by any
governmental agency having supervisory authority over the business
of the Company or by any administrative or legislative body
(including a committee thereof) with apparent jurisdiction to order
Executive to divulge, disclose or make accessible such
information.
All written Confidential Information (including, without
limitation, in any computer or other electronic format) which comes
into Executive’s possession during the course of
Executive’s e
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