Exhibit 10.60
EXTENSION EXECUTIVE EMPLOYMENT
AGREEMENT
Lowell M. Fisher
June 17, 2007
Page 1 of 7
EXTENSION OF 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 and
pharmacy mail order business complemented by other mail order
business, products and services for it clients and;
Whereas, Lowell M.
Fisher, ( “ Executive
”
), located at 8570
Belle Meade Drive, Fort Myers, Florida 33908, has been providing
services under an existing contract that commenced April 1,
2005 and expires March 31, 2008. The Executive has been
operating as its Chairman of the Board during the aforementioned
time and was appointed Chief Executive Officer effective
August 11, 2006, 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 the overall
corporate strategy, developing and insuring the maintenance of the
operating systems and accounting systems, working with counsel to
defend the Company from past employee legal action, building,
hiring and developing the management team and providing general
broad management services to increase shareholder value for the
Company; and
Whereas, the Company wishes to
retain and extend the services of the Executive for Two
(2) years beyond the existing Executive Employment Agreement
as in this Extension of Executive Employment Agreement and the
Executive wishes to have his services be extended as in this
Extension of Executive Employment Agreement 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 extend the existing agreement that has terms of
April 1, 2005 which is to expire March 31, 2008. This
Extended Executive Employment Agreement extends the existing
Executive Employment Agreement for Two (2) consecutive years
commencing on the day of termination of the existing Executive
Employment Agreement, March 31, 2008 and terminating on
March 31, 2010.
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 and Chief
Executive Officer, whose responsibilities are defined in the Hand
Book for Directors and as directed by the Board of Directors. The
Executive is 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 as
CEO reporting to the Board of Directors.
EXTENSION EXECUTIVE EMPLOYMENT
AGREEMENT
Lowell M. Fisher
June 17, 2007
Page 2 of 7
Change of
Control : In
the event of a change of control (“Control Change”) of
the Company as defined by any of the following including but not
excluding any other definition of change of control, the IRS, SEC
regulations, Company Articles of Incorporation, its Bylaws or
change of control from the sale, merger or takeover of 15% of the
Company by individuals or another entity for whatever reason, the
Executive may terminate his employment within a 6 month period
after such event and will be entitled to continue to be paid
pursuant to all of the terms of this Extended Employment Contract
Agreement. This extended agreement shall be entrust to any entity,
party or parties of the Control Change and shall remain in full
force and effect until its natural termination on March 31,
2010.
Compensation
: The current Executive Agreement, in effect until
March 31, 2008, compensates the Executive at the rate of
$180,000 per year, paid weekly. Effective as of the date of the
meeting of the Board of Directors on June 16, 2007, the
Company agrees and the Board of Directors has approved to pay the
Executive $225,000 in annual compensation paid weekly. In addition,
effective March 31, 2008, through March 31, 2010, the
Company agrees and the Board of Directors has approved an increase
in annual compensation of Twenty-Five (25%) percent to be paid
to the Executive in the amount of
Fifty-Six-Thousand-Two-Hundred-Fifty ($56,250.00) dollars providing
annual compensation to the Executive in the amount of
Two-Hundred-Eighty-One-Thousand, Two-Hundred-Fifty ($281,250.00)
dollars.
The Consideration for the
Compensation to the Executive consists of the following: Cash to be
paid to the Executive as in the above paragraph, or may as an
alternative to the Cash be paid in the form of Grant of Stock
Options or the form of an outright Grant of stock of the Company.
The amount of Stock Options or Grant of Stock shall be equivalent
in value to the amount of cash compensation. The pricing of the
Stock Options or Grant of Stock shall be at Market Price at the
time of the Grant of Stock Options or Grant of Stock. The type of
consideration weather in Cash or Stock Options or Grant of Stock to
be paid to the Executive is to be at the discretion of the
Executive within the following provisions:
Provisions — Accrued Cash
Consideration shall be accrued and paid to the Executive upon the
Company having sufficient cash flow and may be paid in small
incremental amounts to suit the Cash Flow of the Company at the
best judgment of the Executive. In the case of any balance or
payment or a lump sum payment due the Executive shall be only paid
to the Executive as agreed by both the Executive and the Board of
Directors.
Unpaid Consideration for Company
Stock at the equivalent cash value of the Cash compensation is to
be paid to the Executive in Stock Options or outright Grants of
Stock in the Company at the then current market price shall in the
event of a Control Change of the Company as herein defined, consist
of free trading common stock of either the Company or the Control
Change entity. The Executive has the discretion to determine the
timing of the grant of any stock option or timing of any outright
granting of stock and this grant of stock options or outright grant
of stock be it prior to, or subsequent to, any Control Change of
the Company and shall be at the discretion of the
Executive.
2
EXTENSION EXECUTIVE EMPLOYMENT
AGREEMENT
Lowell M. Fisher
June 17, 2007
Page 3 of 7
Further, upon the natural
termination of this agreement, any unpaid Consideration to be paid
to the Executive by the Company, including bonuses of any sort
whether in cash or an equivalent value of the cash, shall be paid
in a lump sum or over a period of time which shall be determined by
the Executive.
Insurance
: The Company agrees to pay all the
Executive’s immediate family’s health and
hospitalization insurance, dental and vision and dermatology
expenses, (“the Plan”) but excluding those portions of
the Plan requiring co payments to be paid at the time of health
care services. Further, the Company agrees to pay for all medical
expense coverage that is not within the Plan and considered outside
the Plan. These medical and health expenses include those health
procedure expenses, hospital confinement expenses for health
insurance, hospitalization insurance, dental, vision and
dermatology expenses including payment for any required deductibles
to be paid by the Company.
In addition, if and when the
Executive reaches retirement age or retires as determined by being
eligible for coverage for 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 equal to three times the Executives respective
annual base salary and directing the Company to be its beneficiary.
In addition to the Ke
