EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made and
entered into as of the 1st day of February
2005, 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 in Quebec, 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 from the date hereof
to the
second anniversary of the date hereof,
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;
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(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:
(i) issue one hundred
thousand (100,000) shares of the Company's
common stock, $0.001 par value per share (the "Shares"),
to
Employee in the following manner:
(a) forty thousand
(40,000) Shares upon execution of this
agreement; and
(b) two thousand five
hundred (2,500) Shares upon the first
day following
each completed month of employment
contemplated by this
agreement (for a total of sixty
thousand (60,000 Shares).
(ii) grant to the
Employee an option (the "Option") to purchase
from the Company
fifty thousand (50,000) shares of the
Company's Common
Stock, $0.001 par value per share (the
"Option Shares"), exercisable at a price of,
(a) fifty cents
($0.50) per Option
Share from the date
of
this Employment Agreement (the "Employment Date") up to
and including
the eighty-ninth (89th) calendar day
following the Employment Date;
(b) one dollar
($1.00) per Option
Share from the ninetieth
(90th) calendar day following the Employment Date up to
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and including
the two hundred sixty ninth (269th)
calendar day following the Employment Date;
(c) one dollar and
fifty cents
($1.50) per Option Share
from the two hundred
seventieth (270th)
calendar day
following the
Employment Date up to
and including the
four hundred forty ninth (449th) calendar day following
the Employment Date;
The Options shall be issued pursuant to the terms and
conditions
of the 1999
Incentive Stock Option 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.
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
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<PAGE>
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.
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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
