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EMPLOYMENT AGREEMENT

Employment Agreement

EMPLOYMENT AGREEMENT | Document Parties: MEDPRO SAFETY PRODUCTS, INC. | MedPro Safety Products, Inc You are currently viewing:
This Employment Agreement involves

MEDPRO SAFETY PRODUCTS, INC. | MedPro Safety Products, Inc

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Title: EMPLOYMENT AGREEMENT
Date: 10/21/2009

EMPLOYMENT AGREEMENT, Parties: medpro safety products  inc. , medpro safety products  inc
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EXHIBIT 10.1

 

 

EMPLOYMENT AGREEMENT

 

This is an Employment Agreement ("Agreement") dated this 8 th of October, 2009, by and between MedPro Safety Products, Inc., a Nevada corporation, ("Company"), and Walter W. Weller, presently residing in Paris, Kentucky ("Executive").

 

RECITALS

 

A.

Whereas, Company presently employs Executive and Executive and Company now desire to enter into this Agreement to reflect the terms and conditions of Executive's continued employment with Company as its President and Chief Operating Officer; and

 

B.

Whereas, Executive desires to accept such continued employment on the terms and conditions herein set forth.

 

NOW, THEREFORE, in consideration of the foregoing and of the covenants and conditions herein contained, the parties hereto agree as follows:

 

1.             Employment. Company hereby agrees to continue to employ Executive, and Executive hereby accepts such continued employment by Company, upon the terms and conditions set forth in this Agreement.

 

2.             Term. The teem of this Agreement shall be the thirty-six (36) consecutive month period commencing October 1, 2009 ("Effective Date"), and ending on September 30, 2012 (the "Term"), unless terminated sooner pursuant to Paragraphs 9 and 10 below or Executive voluntarily resigns. After the Term, this Agreement shall be automatically renewed for additional twelve (12) consecutive month periods (the "Additional Term(s)"), unless Company or Executive provides prior written notice of its or his intention for this Agreement not to be renewed, which written notice shall be provided not less than ninety (90) days prior to the expiration of the Term or any Additional Term. Any reference to Term herein shall include the initial Term and any Additional Term unless expressly provided to the contrary.

 

3.             Duties. During the Term, Executive shall hold the position of President and Chief Operating Officer for Company and such other affiliates as requested by Company, provided, however, Company may alter the title and position held by Executive at any time, in its sole and absolute discretion. Executive shall perform the duties as described in Attachment A and customary for that position or any other position held by Executive and such other duties as Company may from time to time reasonably assign to him. Executive agrees to use his best efforts for the benefit of Company and its affiliates, and throughout the Teim shall devote his attention and energies to the business of Company and its affiliates. Company acknowledges that

 

Executive has continuing obligations with regards to other business entities and associated matters. Executive agrees that such matters will not conflict with the interests of Company, and will not interfere with the execution of Executive's duties. Executive shall be afforded adequate time to fulfill his obligations with such other business entities.

 

 

 


 

 

4.                Compensation. During the Term, Executive's compensation for duties performed under this Agreement shall consist of the following:

 

(a)           A Monthly Base Salary of twenty four thousand, three hundred and seventy five Dollars ($24,375.00) ("Monthly Base Salary"), to be paid in accordance with the customary payroll practices of Company at such times as the Board of Directors of Company may determine, with any increases as determined by the Compensation Committee of the Company.

 

(b)           Annual bonus compensation of up to 100% of Executive's annual base salary, as the determined by the Compensation Committee of the may determine.

 

(c)           Notwithstanding the above, any salary, bonus and associated metrics will be reviewed at least annually by the determined by the Compensation Committee of the Company and Executive. Company shall withhold from any such amounts payable to Executive any applicable social security, federal, state or local taxes.

 

5.                Employee Benefits. During the Term, Executive shall be eligible for the following benefits.

 

(a)           Executive shall be entitled to participate in employee benefit plans, policies and practices sponsored by Company for the benefit of its employees, upon the same terms and conditions as other employees of Company; provided nothing in this Agreement shall affect Company's right to amend, modify or otherwise terminate any such plans, policies and practices in its sole and absolute discretion.

 

(b)           Upon termination of Executive's employment without "cause" (as defined below), Company shall pay or reimburse Executive for the premiums associated with continued medical coverage under Company's medical plan should Executive elect to continue such coverage pursuant to the terms of the Consolidated Onmibus Budget Reconciliation Act of 1986, as amended.

 

(c)           Company shall establish and maintain a stock option plan for its management group which shall grant Executive options to purchase stock pursuant to the terms and conditions of the plan and in concert with the Company's existing 2008 Stock and Incentive Compensation Plan, and any other plan or plans that the Company and or its Shareholders may authorize and approve.

 

(d)           In an effort for Executive to better manage his time and accomplish corporate goals and milestones, and with regard to all of his Company travel and responsibilities, Company approves the use of a personal assistant.

 

6.               Reimbursement of Expenses. Company shall reimburse Executive for all reasonable travel, entertainment, and similar expenses that Executive incurs in promoting the business of Company and its affiliates, subject to policies and directives from Company. Company shall also reimburse Executive for all associated expenses for professional education, certifications, and other ongoing educational seminars, training, and courses taken. This will include direct costs, travel, lodging, and other related expenses. Executive shall submit such training or educational courses for approval by the Chief Executive Officer of Company prior to incurring such expenses.

 

 

 


 

 

7.             Facilities. Company shall provide Executive with an office, books, stenographic and technical help, and such other facilities, equipment, supplies and services as are suitable to his position and adequate for the performance of his duties.

 

8.             Confidentiality, Nonsolicitation and Noncompetition.

 

(a)             Disclosure of Information. Executive acknowledges and agrees that Company's operations, financial reports, customer information, strategic plan, salary and employee information, and other confidential information pertaining to Company's operations and business affairs, as the same may exist from time-to-time, including but not limited to any information not generally known in the industry in which Company is or may be engaged, are valuable, special and unique assets of Company's business, and Executive shall not (without the prior written consent of the Chief Executive Officer of Company), either during Executive's employment or thereafter, for any reason or purpose whatsoever, disclose any such information to any person, firm, corporation, association, or other entity. Company may protect this interest by seeking and obtaining a court injunction.

 

(b)             Return of Materials. Executive agrees to deliver, within five (5) days after he is no longer affiliated with Company, any and all property of Company, including any Confidential Material (whether made, written or obtained by Executive or others) that is in his possession, custody or control. Executive agrees that he shall retain no copies of such material. For purposes of this Agreement, "Confidential Material" shall include, but not be limited to, any writing, computer data, photograph, or other written material or tangible thing, obtained by Executive as a consequence of or through his relationship with Company, and containing any confidential information, including any information not generally known in the industry in which Company is or may be engaged. This shall include, without limiting the generality of the foregoing, customer lists, price or fee lists, financial data, forms and manuals, procedures, instructions, records, computer programs, notes, notebooks, and all other material of a trade secret, proprietary, or confidential nature.

 

(c)             Nonsolicitation of Employees, Etc. Executive hereby covenants and agrees that during the term of Executive's employment with Company and throughout the Restricted Period, Executive will not, directly or indirectly, solicit, divert, induce, encourage or attempt to solicit, divert, induce or encourage any person who was any employee, agent, consultant, independent contractor, vendor, supplier or service provider of Company or its affiliates at the time of his termination of employment or within six (6) months of such termination of employment, to leave or reduce his or her employment, relationship or other arrangement with Company or any of its affiliates. Further, during the Restricted Period, Executive shall not directly or indirectly, on behalf of himself or another person or entity, hire, engage the services of, or attempt to hire or engage the services of, any person or entity who was an employee, agent, consultant, independent contractor, vendor, supplier or service provider of Company or its affiliates at the time of Executive's termination of employment or within six (6) months of such termination.

 

 

 


 

 

(d)             Nonsolicitation of Customers. Executive hereby covenants and agrees that during the term of Executive's employment with Company and throughout the Restricted Period, Executive will not, directly or indirectly, solicit, divert, induce, encourage or attempt to solicit, divert, induce or encourage any customer of Company or its affiliates at the time of his termination of employment or within six (6) months of such termination of employment, to terminate or reduce the customer's relationship with Company or any of its affiliates. Further, during the Restricted Period, Executive shall not directly or indirectly, on behalf of himself or another person or entity, hire, provide products or services to any person or entity or engage the services of, or attempt to hire or engage the services of, any person or entity who was a customer of Company or its affiliates at the time of Executive's termination of employment or within six (6) months of such termination.

 

(e)             Noncompetition. Executive hereby covenants and agrees that during the Term of Executive's employment with Company and throughout the Restricted Period, Executive will not, either directly or indirectly, in any capacity (including, but not limited to, in the capacity as an employer, employee, sole proprietor, principal, partner, member, officer, director, stockholder, consultant, agent, independent contractor or service provider (other than a minority shareholder or other equity interest holder of not more than 1% of a company whose equity interests are publicly traded on a nationally recognized stock exchange or over-the- counter)), on his own behalf or in the service of or on behalf of others, engage in, have any equity or profit interest in, advise, manage, or render or perform services to any business entity or individual engaged in business which is or would be in competition with Company or its affiliates or provides or would provide products similar to those provided by Company or its affiliates within any country wherein Company or any of its affiliates has customers, an office, an operation, sells or markets their products or services.

 

(0            Restricted Period. For purposes of this Agreement, the "RestrictedPeriod" shall mean the period ending six (6) months after Executive terminates employment with Company or any of its affiliates. The running of the Restricted Period shall be tolled for any period during which Executive is in violation of the restrictions set forth herein.

 

(g)          Enforcement. Executive acknowledges that the duties, obligations andrestrictions imposed upon him in this Agreement are special, unique and of an extraordinary character, and that in the event of Executive's breach or threatened breach of any portion of this Agreement, the damage to Company and its affiliates would be irreparable or could not be adequately measured in money damages. Executive represents and further acknowledges that any breach or threatened breach of his duties, obligations and restrictions under this Agreement will cause Company and its affiliates immediate and irreparable injury, loss and damage before legal notice can be had upon Executive, or his attorney, or before a judicial hearing can be held. Therefore, Executive agrees that Company may protect its interest by seeking and obtaining specific performance or a court injunction (both temporary and permanent), in addition to any provable money damages, costs and reasonable attorneys fees, along with any other remedies they may have at law and equity, for any breach or threatened breach of the Agreement. Executive also agrees that it is important for any prospective person or business entity entering into an arrangement with Executive which might be impacted by the restrictive covenants set forth herein to be made aware of this Agreement. Accordingly, Executive further agrees to provide a copy of this Agreement to any person or business entity with whom he considers entering into any arrangement of any nature which would be impacted by this Agreement. Should Executive fail to provide this information, Executive further agrees that Company may forward a copy of this Agreement to any person or business entity entering into an arrangement of any nature with Executive which it believes would be impacted by this Agreement and Executive releases Company and its affiliates from any and all claimed liability or damage by virtue of such disclosure. The provisio


 
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