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