EMPLOYMENT AGREEMENT
THIS EMPLOYMENT
AGREEMENT is made and entered into as of the 1st day of January
2006, by and between OMNIMED INTERNATIONAL, INC., a Nevada corporation
maintaining its
principal offices at 2 Ridgedale Avenue, Suite 217, Cedar
Knolls, NJ 07927 (the "Company") and DAVID DORRANCE ("Employee"),
an individual
residing at 17749 Charles Munro, Pierrefonds, Quebec H9J 3N5,
Canada.
W I T N E S S E T H:
WHEREAS, the
Company desires to employ Employee as Vice President of
Digital Imaging and
Employee desires to
gain employment as
Vice President of
Digital Imaging of the Company; and
WHEREAS, Employee is willing to accept such employment,
upon the terms and
conditions hereinafter set forth.
NOW,
THEREFORE,
in consideration of the mutual covenants and
conditions
hereinafter set forth, the parties hereto agree as follows:
2.
Term. The Company hereby engages Employee, and Employee hereby accepts
the engagement described hereunder, for a period of two years from
the Effective
Date of this Agreement (the "Expiration Date"), subject to prior termination
by
mutual agreement of the parties hereto or hereinafter provided.
3.
Position and Duties. Employee shall serve as the Company's Vice
President of Digital
Imaging on a part-time basis and shall perform such duties
as are customarily
rendered by such an employee. In connection with these
duties, Employee
shall report
directly to the
Company's President.
Employee
shall also have such powers and duties as may from time to time be
prescribed by
the Board of Directors or bylaws of the Company. Notwithstanding the foregoing,
in connection with his
responsibilities as
Vice President of Digital Imaging,
Employee shall:
(i) oversee
and supervise the implementation of the
strategic vision for the OmniScan division;
(ii) establish
marketing plans
and projections for the
OmniScan Division;
(iii) identify, hire, fire and manage OmniScan team, subject
to Board oversight;
(iv) oversee sales force for the OmniScan Division;
(v) develop
new applications and strategies for the
Company;
(vi) manage the customer service function of the Company;
(vii) handle public
relations functions on behalf of the
Company, including
establishing contacts
and managing
relationships with public relations contacts; and
(viii) oversee distribution.
4.
Compensation.
4.1 Salary. For Employee's services hereunder, the Company's Board of
Directors (the
"Board") shall grant to the Employee an option (the "Option")
to
purchase from the Company two hundred forty thousand (240,000) shares of the
Company's Common Stock, $0.001 par value per share (the "Shares").
Such options
shall vest over a period of two years on an equal monthly basis of ten thousand
(10,000) Shares per
month, and shall be
exercisable for a four (4) year period
from the Effective Date of this Agreement, provided that the Employee is
employed by the Company, at a price of $0.80.
The
Options shall be
issued pursuant to the
terms and conditions
of the
Company's 2006
Incentive Stock Plan ("Plan") which is incorporated in this
Option as though set forth in full, and shall be subject to the terms
set forth
in Section 5 hereto.
Further, Employee
acknowledges
and agrees that the
previous employment
agreement between the
Employee and the Company is terminated in all respects,
and that no other
compensation, other
than what has previously been paid or is
stated as payable
hereunder, is due and
owing to Employee,
whether accured or
unpaid under any previous employment agreements or otherwise (it
being expressly
understood and agreed to that any and all claims for any prior
compensation have
been satisfied in full and/or waived by the Employee in their
entirety).
4.2 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.
4.4 401(k) Plan.
Employee shall be entitled to participate in any
401(k) program
that the Company may
institute during the term specified in
Section 2, herein.
5.
Option Rights.
5.1 Number and Price.
The number and price
of the Shares subject
to
the Option shall be
the number and price set forth in Section 4.1(ii) hereto,
subject to any adjustments which may be made pursuant to Section
5.9 below.
5.2 Duration. Subject
to the terms and
conditions set forth
herein,
the Option may be exercised to purchase the Option Shares
covered by the
Option
on or before expiration of the term of this Employment Agreement, as described
in Section 2 herein (the "Expiration Date"). The Option shall terminate and
no
Shares may be purchased after the Expiration Date.
5.3 Employment Requirement. Except as provided in Section 5.7
herein,
the Option may not be
exercised unless
the Employee is in the employ of the
Company or one of its parent or subsidiary corporations (as within the meaning
of Section 425(e) and (f) of the Code respectively) on the date of
such exercise
and shall have been such employee continuously since the Employment
Date.
5.4 Exercise Procedure. Subject to the terms and
conditions set forth
herein, the Option is exercisable by a written notice signed by the
Employee and
delivered to the Company at its executive offices, signifying the Employee's
election to exercise
the Option. The notice
must state the number of Shares as
to which the Employee's Option is being exercised,
must contain a
statement by
the Employee (in a form acceptable to the Company) that such Shares are being
acquired by
the Employee for investment and not with a view to their
distribution or resale (unless a Registration Statement covering the Shares
has
been declared
effective by the Securities and Exchange Commission) and must be
accompanied by the
full purchase price of the Shares being purchased. Payment
shall be in cash, or by certified or bank cashier's check payable to the order
of the Company, free from all collection charges.
If
notice of the exercise
of the Option is given
by the person or persons
other than the Employee, the Company may require, as a condition to
the exercise
of the Option, the
submission to the Company of appropriate proof of the right
of such person or person to exercise the Option.
Certificate for Shares
so purchased will be
issued as soon as practicable
and shall bear a
restrictive
legend stating that the Shares have not been
registered under the
Securities Act of 1933, that the shares have been acquired
for investment
purposes and not with a view to distribution or resale, and
that
the Shares
may not be sold,
assigned, pledged, hypothecated, or otherwise
transferred without an
effective registration
statement for such
shares under
the Securities Act of 1933 and applicable state securities laws or
an opinion of
counsel satisfactory
to the Company to the effect that registration is not
required under such laws. The Company, however, shall not be required to issue
or deliver
a certificate for any Shares until it has complied with all
requirements of the Securities Act of 1933, as amended,
the Securities
Exchange
Act of 1934, as amended, any stock exchange on which the Company's Stock may
then be listed and all applicable state laws in connection with the
issuance or
sale of such Shares or the listing of such Shares on such exchange. Until the
issuance of the certificate for such Shares, the Employee or such other
person
as may be entitled to
exercise the Option,
shall have none of the
rights of a
stockholder with respect to Shares subject to the Option.
5.5 Delivery of Certificates. As soon as practicable after the
Company
receives payment for the Shares, it shall deliver a certificate or
certificates
representing the Shares so purchased to the Employee.
5.6 Transferability. The Option is personal to the Employee and
during
the Employee's lifetime may be exercised only by the Employee.
The Option shall
not be transferable other than by will or the laws of descent and
distribution.
5.7 Expiration.
In the event that an
option holder
ceases to be an
employee of the Company or of any subsidiary for any reason other
than permanent
disability (as
determined
by the Board of
Directors)
or death, the Option,
including any unexercised portion thereof, which was otherwise exercisable on
the date of termination, shall expire unless exercised
within a period of three
months from the date on which the Employee ceased to be so employed,
but in no
event after the
Expiration Date. In
the event of the death of Employee during
this three month period, the Option shall be exercisable by
his or her personal
representatives, heirs
or legatees to the same extent that the Employee could
have exercised the
Option if he or she had not died, for the three months from
the date of death, but in no event after the Expiration Date.
5.8 Employment Rights.
The Option does not confer on the Employee any
right to continue in the employ of the Company or interfere in any way with the
right of the Company to determine the terms of the Employee's
employment.
5.9 Change in Corporate Structure. In the event of a
reorganization,
recapitalization,
stock split, stock dividend, combination of shares,
merger,
consolidation, rights
offering, or any other
change in the corporate structure
or Stock of the Company, the Board shall make such
adjustments,
if any, as it
deems appropriate in
the number and kind of shares covered by the Option, or in
the Option price, or both. Notwithstanding any provision to the contrary,
the
Committee or the Board
may cancel, amend, alter or supplement any term or
provision of the Option to avoid any penalty provisions of the
Code.
5.10 Compliance with Legal Requirements. The Option shall be subject
to the requirement
that if at any
time the Board shall determine that the
registration, listing
or qualification
of the Shares
covered hereby upon
any
securities exchange
or under any
federal or state law, or the consent or
approval of any
governmental
regulatory body is
necessary or desirable as a
condition of, or in connection with, the granting of the Option
or the purchase
of the Shares, the Option may not be exercised unless and until such
registration, listing,
qualification,
consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Board.
The
Board may require that the person exercising the Option shall make such
representations and
agreements
and furnish such information as it deems
appropriate to assure
compliance
with the foregoing or any other
applicable
legal requirements.
5.11 Incentive
Stock Option Treatment. The Option is intended to
qualify for "incentive
stock option"
treatment under the provisions of Section
422A of the Internal Revenue Code of 1954, as amended. However, the Employee is
urged to consult with his or her individual tax advisor prior to
exercising the
Option since the
exercise
