EMPLOYMENT
AGREEMENT
EMPLOYMENT AGREEMENT ("Agreement") made as of this 11
th day of May, 2009 by and between MedLink
International, Inc., a Delaware corporation, having an office at 1
Roebling Court, Ronkonkoma NY 11779 (hereinafter referred to as
"Employer") and Konrad Kim, an individual with a business address
c/o the Company(hereinafter referred to as "Employee");
W I T N E S S E T H:
WHEREAS , Employer desires to employ, Employee as Chief
Technology Officer of Employer; and
WHEREAS , Employee is willing to be employed as the Chief
Technology Financial Officer of Employer in the manner provided for
herein, and to perform the duties of the Chief Technology Officer
of Employer upon the terms and conditions herein set
forth;
WHERAS, It is expected that the Company from time to time
will consider the possibility of an acquisition by another company
or other change of control. The Board of Directors of the Company
(the “ Board ”) recognizes that such
consideration can be a distraction to Executive and can cause
Executive to consider alternative employment opportunities. The
Board has determined that it is in the best interests of the
Company and its stockholders to assure that the Company will have
the continued dedication and objectivity of Executive,
notwithstanding the possibility, threat or occurrence of a Change
of Control.
WHEREAS, The Board believes that it is in the best
interests of the Company and its stockholders to provide Executive
with an incentive to continue his or her employment and to motivate
Executive to maximize the value of the Company for the benefit of
its stockholders.
WHERAS, The Board believes that it is imperative to
provide Executive with certain severance benefits (“Severance
Package”) which include twelve (12) months salary, at his
then current yearly salary rate, all outstanding stock options not
earned or exercised due to the Employee with options vesting
immediately and exercisable on the date that is 3 months from the
issuance date of the Options unless otherwise stipulated in
writing.
NOW, THEREFORE , in consideration of the promises and
mutual covenants herein set forth it is agreed as
follows:
1. Employment of Chief Technology Officer of
Employer . Employer hereby employs Employee as Chief
Financial Officer of Employer.
2. Term .
Subject to Section 9 and Section 10 below, the term of this
Agreement shall be for a period of Sixty (60) months commencing on
June 1, 2009 (the Term). The Term of this Agreement shall be
automatically extended for an additional (2) year period, unless
either party notifies the other in writing at least ninety (120)
days prior to the expiration of the then existing Term of its
intention not to extend the Term. During the Term, Employee
shall devote substantially all of his business time and efforts to
Employer and its subsidiaries and affiliates.
3. Duties . The Employee
shall perform those functions generally performed by persons of
such title and position, shall attend all meetings of the
stockholders and the Board (if invited to attend), shall perform
any and all related duties and shall have any and all powers as may
be prescribed by resolution of the Board, and shall be available to
confer and consult with and advise the officers and directors of
Employer at such times that may be required by Employer.
Employee shall report directly and solely to the Board.
4. Compensation .
a. (i) Employee shall be paid a base pay of $120,000 per
year during the Term of this Agreement. Employee shall be
paid periodically in accordance with the policies of the Employer
during the term of this Agreement, but not less than
bi-monthly. During the Term Employee shall be the second
highest paid employee of the Company or any of its subsidiaries in
terms of monetary compensation. In the event another employee
other than the Chief Executive Officer of Employer or any of its
subsidiaries is paid a monetary compensation that is higher than
Employee’s, Employee’s monetary compensation shall be
adjusted to equal such employee’s monetary compensation plus
an additional 4%.
(ii) Employee is eligible for an annual bonus, if any,
which will be determined and paid in accordance with policies set
from time to time by the compensation committee of the Board.
b. At the beginning of each 12 month period during the
Term, Employer shall grant Employee 500,000 options
(“Options”) to purchase shares of the Company’s
common stock pursuant to the Company’s Stock Option Plan then
in effect, at an exercise price per share equal to the Fair Market
Value of the Company’s common stock. The Options shall
be exercisable for a period of seven (7) years from their date of
issuance. The Options shall vest and become exercisable on
the date that is 12 months from the issuance date of the
Options.
c. Employer shall include Employee in its health insurance
program, payment of premiums in accordance with company policy.
d. Employee shall receive an automobile allowance in the
amount of $1000.00 per month.
e. Employee shall have the right to participate in any
other employee benefit plans established by Employer.
f. (i) In the event of a "Change of Control" whereby:
(A) A person (other than a person who is an officer or a
Director of Employer on the effective date hereof), including a
"group" as defined in Section 13(d)(3) of the Securities Exchange
Act of 1934, after execution of this Agreement becomes, or obtains
the right to become, the beneficial owner of Employer securities
having 50% or more of the combined voting power of then outstanding
securities of the Employer that may be cast for the election of
directors of the Employer;
(B) At any time, a majority of the Board-nominated slate of
candidates for the Board is not elected;
(C) Employer consummates a merger in which it is not the
surviving entity;
(D) Substantially all Employer's assets are sold; or
(E) Employer's stockholders approve the dissolution or
liquidation of Employer; then
(ii)
All stock options and warrants ("Rights") granted by Employer to
Employee under any plan or otherwise prior to the effective date of
the Change of Control, shall become vested, accelerate and become
immediately exercisable with the employee option of cashless
exercise; any time within twelve months after the effective date of
the change of control, adjusted for any stock splits and capital
reorganizations having a similar effect, subsequent to the
effective date hereof. In the event Employee owns or is entitled to
receive any unregistered securities of Employer, then Employer
shall use its best efforts to effect the registration of all such
securities as soon as practicable, but no later than 120 days after
the Change of Control; provided, however, that such period may be
extended or delayed by Employer for one period of up to 60 days if,
upon the advice of counsel at the time such registration is
required to be filed, or at the time Employer is required to
exercise its best efforts to cause such registration statement to
become effective, such delay is advisable and in the best interests
of Employer because of the existence of non-public material
information, or to allow Employer to complete any pending audit of
its financial statements.
5. Expenses . Employee shall
be reimbursed for all of his actual out-of-pocket expenses incurred
in the performance of his duties hereunder, provided such expenses
are acceptable to Employer, which approval shall not be
unreasonably withheld, for business related travel and
entertainment expenses, and that Employee shall submit to Employer
detailed receipts, according to IRS guidelines, with respect
thereto.
6. Vacation . Employee shall be entitled to
receive four (4) weeks paid vacation time during each year of
employment with dates agreed upon by Employer. Vacation time may
not be accrued beyond the end of the calendar year. In the event of
separation of employment, for any reason, vacation time accrued and
not used, in that calendar year, shall be paid at the salary rate
of Employee in effect at the time of employment
separation.
7. Secrecy . At no time shall
Employee disclose to anyone any confidential or secret information
(not already constituting information available to the public)
concerning (a) internal affairs or proprietary business operations
of Employer or (b) any trade secrets, new product developments,
patents, programs or programming, especially unique processes or
methods.
8. Covenant Not to Compete .
(a) Subject to, and limited by, Section 10(b), Employee will
not, at any time, during the term of this Agreement, and for one
(1) year thereafter, either directly or i
