Exhibit 10.15
Execution
Version
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT
(“Agreement”) is made effective as of November 9,
2005 (“Effective Date”), by and between IT&E
International Group (“Company”) and Gene Resnick, M.D.
(“Executive”).
RECITALS
A.
Company and Executive entered into
an Asset Purchase Agreement, dated as of the date
hereof.
B.
Company desires to retain the
services of Executive, and Executive is willing to provide such
services to the Company.
C.
Company and Executive desire to
enter into this Agreement to provide for Executive’s
employment by the Company, upon the terms and conditions set forth
herein.
The parties hereby agree as
follows:
1.
Duties
.
1.1.
Position
. Executive
shall serve as Senior Vice President of IT & E of the
Company and President of the Millennix Division of the Company and
shall have the duties and responsibilities incident to such
position and such other duties as may be determined in consultation
with the Company’s Board of Directors (“Board of
Directors”). Executive shall perform faithfully,
cooperatively and diligently all of his job duties and
responsibilities.
1.2.
Best
Efforts . Executive will expend
his best efforts on behalf of Company in connection with his
employment and will abide by all policies and decisions made by
Company, as well as all applicable federal, state and local laws,
regulations or ordinances.
2.
Employment
Term . The term of
Executive’s employment under this Agreement shall commence as
of the Effective Date and shall continue until that date which is
twenty four (24) months after the Effective Date (the
“Employment Term”), unless earlier terminated by either
the Executive or the Company.
3.
Compensation
.
3.1.
Base
Salary . As compensation for
Executive’s performance of his duties hereunder, Company
shall pay to Executive an initial base salary of Twenty Thousand
Dollars ($20,000) per month, which if annualized, would represent
Two Hundred Forty Thousand Dollars ($240,000) (“Annual Base
Salary”), payable in accordance with the normal payroll
practices of Company, less required deductions for state and
federal withholding tax, social security and all other employment
taxes and payroll deductions.
3.2.
Annual
Bonus . In addition to the
Annual Base Salary, Executive shall be eligible to receive an
annual cash bonus in an amount consistent with the annual cash
bonus provided to the other executives of the Company, as
determined by the
Board of Directors based
upon the satisfaction of certain objective criteria and performance
standards established by the Board of Directors (the “Annual
Bonus”).
3.3.
Stock
Options . On the Effective
Date, Executive will be granted an option to purchase One Million
(1,000,000) shares of the Company’s Common Stock pursuant to
the Company’s 2005 Equity Incentive Plan, with an exercise
price equal to the fair market value of the Company’s Common
Stock on the Effective Date. Executive shall be eligible to
receive stock options, restricted stock or other equity incentive
grants pursuant to one or more equity incentive plans offered by
the Company from time to time, subject to the approval of the Board
of Directors. Any and all stock options previously granted to
Executive by Company will continue to vest throughout the
Employment Term.
4.
Health and
Welfare Benefit Plans . The Executive and/or
the Executive’s family, as the case may be, shall be eligible
for participation in and shall receive all benefits under health
and welfare benefit plans, practices, policies and programs
provided by the Company (including, without limitation, medical
prescription, dental disability, salary continuance, employee life,
group life, accidental death and travel accident insurance plans
and programs) to the extent generally applicable to employees of
the Company.
5.
Customary
Benefits . Executive shall be
entitled to all customary and usual fringe benefits and shall be
entitled to participate in all savings and retirement plans,
practices, policies and programs generally applicable to employees
of the Company and that are in effect during the Employment Term,
subject to the terms and conditions of Company’s benefit plan
documents, as applicable. Company reserves the right to
change or eliminate the fringe benefits or plans, practices and
programs on a company-wide, prospective basis, at any
time.
6.
Business
Expenses . Executive shall be
entitled to receive prompt reimbursement for all reasonable,
out-of-pocket business expenses incurred in the performance of his
duties on behalf of Company. To obtain reimbursement,
expenses must be submitted promptly with appropriate supporting
documentation in accordance with Company’s
policies.
7.
Vacation
. Executive
shall be entitled to an aggregate of twenty nine (29) days of paid
vacation and sick days each calendar year in accordance with the
Company’s plans, policies and programs then in
effect.
8.
Severance
Package Upon Termination of Employment Other Than for
Cause . If the Company
terminates Executive’s employment without Cause or Executive
resigns as an employee of the Company for Good Reason, Company
agrees to provide Executive with the Severance Package described in
section 8.1 below in accordance with the payment
schedule set forth in section 8.2 below, provided
Executive agrees to comply with all of the conditions set forth in
section 8.3 below.
8.1.
Description of
Severance Package . The “Severance
Package” will consist of:
(a)
all Accrued
Obligations (defined below);
2
(b)
a
“Severance Payment” equal to the greater of:
(i) the amount of Executive’s then in effect Base Salary
that would have been payable to Executive if Executive had been
employed by the Company from the Date of Termination through the
end of the Employment Term, or (ii) an amount equal to one
(1) year of Executives then in effect Base Salary;
and
(c)
Upon termination
of employment, the Executive will be allowed to continue in the
Company’s group health insurance plan at the
Executive’s own expense for up to eighteen (18) months, in
accordance with applicable law (COBRA). However, if the
Executive elects COBRA coverage, the Company will pay the first
twelve (12) months of COBRA coverage.
8.2.
Payment
Schedule . The Severance Package
will be paid less required deductions for state and federal
withholding tax, social security and all other employment taxes as
required by law. The Accrued Obligations described in
section 8.1(a) will be paid within fifteen (15) days
after the Date of Termination, unless otherwise required by
law. The Severance Payment described in
section 8.1(b) will be payable in equal installments in
accordance with the normal payroll practices of the Company from
the Date of Termination through the end of the Employment Term or
one (1) year after the Date of Termination, whichever is
applicable (the “Severance Period”), with the first
installment to be paid on the payroll date immediately following
the later of the Date of Termination or the date Executive executes
the General Release (as defined herein). The payments to be
made under Section 8.1(c) above shall be made in
accordance with the terms of the applicable plan or
policy.
8.3.
Conditions to
Receive Severance Package . Executive will
receive the Severance Package described above only if he complies
with all of the following conditions and continues to comply with
the following for the duration of the Severance Period:
(a)
Executive
executes a full general release in favor of the Company (the
“General Release”) in the form attached hereto as
Exhibit A;
(b)
Executive
reaffirms in writing and complies with the Non-Competition and
Non-Solicitation Agreement between Executive and the Company (the
“Non-Competition Agreement”) in accordance with the
terms thereof.
(c)
Executive
complies with the Company’s then in effect trade secrets
policies and any inventions and proprietary information agreement
between Executive and the Company (the “Confidentiality
Agreement”) in accordance with the terms thereof.
The
Company’s obligation to make payments under this
Section 8 shall cease if at any time Executive is not in
compliance with any of the foregoing agreements.
9.
Nonqualified
Deferred Compensation Plan . To the extent any
amount payable under a “nonqualified deferred compensation
plan” (as defined in Section 409A of the U.S. Internal
Revenue Code) following a “separation from service” (as
defined in Section 409A of the U.S. Internal Revenue Code),
then, notwithstanding any other provision of this Agreement to the
contrary, such payment will not be made until the date that is six
(6) months following
3
Executive’s separation
from service, but only if the Executive is then deemed to be a
“specified employee” under Section 409A of the
U.S. Internal Revenue Code.
10.
Definitions
.
10.1.
Accrued
Obligations . For purposes of this
Agreement, “Accrued Obligations” shall mean:
(i) payment of Executive’s Annual Base Salary through
the Date of Termination to the extent not theretofore paid; and
(ii) payment of any compensation previously deferred by
Executive (together with any accrued interest thereon) and not yet
paid by Company and any accrued vacation pay not yet paid by
Company.
10.2.
Cause . For purposes of this
Agreement, “Cause
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