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EMPLOYMENT AGREEMENT

Executive Employment Agreement

EMPLOYMENT AGREEMENT | Document Parties: LUSORA HEALTHCARE SYSTEMS INC | LUSORA INC You are currently viewing:
This Executive Employment Agreement involves

LUSORA HEALTHCARE SYSTEMS INC | LUSORA INC

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Title: EMPLOYMENT AGREEMENT
Governing Law: Texas     Date: 11/29/2006

EMPLOYMENT AGREEMENT, Parties: lusora healthcare systems inc , lusora inc
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EMPLOYMENT AGREEMENT

THIS AGREEMENT ("Agreement") made the 6 th day of October, 2006.

BETWEEN:

Lusora Inc. , a private company incorporated under the laws of the State of Nevada having its head office at 1st Floor, 795 Folsom Street, San Francisco, California 94107 USA

("Lusora")

AND:

Lusora Healthcare Systems Inc. , a public company incorporated under the laws of the State of Nevada having its head office at 1st Floor, 795 Folsom Street, San Francisco, California 94107 USA

("LHCS")

AND:

Scott Gurley , a businessman with an address at 12430 Fairfax Ridge Place, Austin Texas, U.S.A.

(the "Employee")

WHEREAS Lusora and LHCS would like to engage the Employee as an employee of Lusora and LHCS, and the Employee would like to be engaged by Lusora and LHCS as an employee, on the terms and conditions contained herein;

IN CONSIDERATION of the mutual agreements in this Agreement and subject to the terms and conditions specified in this Agreement, the parties agree as follows:

1.                        Definitions

 

1.1

In this Agreement, including the recitals and the schedules, unless otherwise defined in this Agreement, the defined words and expressions have the meanings set out in Schedule "A" to this Agreement.

2.                       Scope of Employment

 

2.1

Position and Title . Lusora and LHCS engage the Employee as an employee of Lusora and LHCS. The Employee hereby agrees to such engagement. The Employee shall be employed as the President of Lusora and the Chief Operating Officer ("COO") of LHCS.

 

 

 

 

2.2

Duties .

 

(a)

As President of Lusora, the Employee shall carry out the duties typically performed by the President of a healthcare technology company, including providing strategic business advice to Lusora’s Board of Directors, developing a distribution network in time for the offering by Lusora or any of its affiliates of a product for sale to the public and managing all aspects of Lusora’s North and South American operations ("Presidential Duties").

 

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(b)

As COO of LHCS, the Employee shall carry out the duties typically performed by the COO of a public company engaged in the business of healthcare technology, including the providing of leadership to implement LHCS’ strategic goals and objectives, enabling the Board of Directors to fulfill its governance function, providing direction and leadership to LHCS toward the achievement of its philosophy, mission, strategy, and its annual goals and objectives and reporting to the Board of Directors ("COO Duties").

 

2.3

Commitment of the Employee . The Employee shall use his best efforts to promote the interests of Lusora and LHCS, and shall carry out the Presidential and COO Duties (together "Duties") honestly, in good faith and in the best interests of Lusora and LHCS. The Employee may direct and operate other businesses provided that they are not in competition with Lusora or LHCS, as determined by the majority of disinterested directors of Lusora and LHCS’s Board of Directors. Notwithstanding the foregoing to the contrary, Lusora and LHCS acknowledge and agree that: Employee is engaged in the security monitoring business through an affiliation with Phase IV Partners, Inc. ("Phase IV Partners") and has a pending patent application relating to security systems and methods of monitoring premises via internet-connected services; and Employee’s activities on behalf of Phase IV Partners and/or the prosecution of the patent application and exploitation thereof for commercial use shall not violate Employee’s obligations to carry out Duties for Lusora or LHCS.

 

 

 

 

2.4

Term . The term of the employment is for three years commencing on October 24, 2006

3.                       Salary, Bonuses and Benefits

 

3.1

Salary. Lusora and LHCS, in a proportion to be determined by the Boards of Directors of Lusora and LHCS, shall pay to the Employee an annual base salary of $180,000, exclusive of Bonuses and Benefits (the "Salary"). The Salary shall be payable semi-monthly, in arrears, on the fifteenth and last business Day of each month, commencing at the end of the first month of the Employee’s employment.

 

 

 

 

3.2

Annual Bonus. Lusora and LHCS may pay to the Employee a bonus of up to 200% of his total annual salary. The amount of any bonus paid shall be determined by milestones to be agreed upon by Lusora, LHCS and the Employee ; provided, however, if mutually acceptable milestones are not agreed upon , then the Employee shall be entitled to a minimum $50,000 annual bonus on each anniversary date of this Agreement.

 

 

 

 

3.3

Reimbursement of Expenses. Lusora and LHCS shall reimburse the Employee for all reasonable expenses incurred in the performance of his Duties, provided that the Employee provides Lusora or LHCS with a written monthly expense report with supporting documentation in a form satisfactory to Lusora and LHCS. Lusora and LHCS shall reimburse the Employee for all reasonable fees incurred by the Employee to obtain legal and tax advice in connection with this Agreement.

 

 

 

 

3.4

Stock Options . Upon approval by the Board of Directors, or a committee thereof, the Employee’s designee, Phase IV Partners, Inc., shall be granted options to purchase shares of LHCS’s common stock pursuant to LHCS’s form of stock option agreement at the closing market price for LHCS’s common shares as listed on www.finance.yahoo.com on the date of option grant. Such stock options ("Stock Options") shall vest according to the following schedule and according to the following terms:

 

(a)

The number of Stock Options shall be greater than or equal to 5% of the issued and outstanding shares of LHCS as of the date of execution of this Agreement;

 

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(b)

30% of the Stock Options shall vest in Phase IV Partners, Inc. on the date of execution of this Agreement;

 

 

 

 

(c)

35% of the Stock Options shall vest in the Phase IV Partners, Inc. on each subsequent one- year anniversary of the execution of this Agreement until all of the Stock Options have vested;

 

 

 

 

(d)

Phase IV Partners, Inc. shall be eligible to receive future stock grants and stock option awards at the discretion of the Board of Directors;

 

 

 

 

(e)

In the event of termination of Employee under Section 4 of this Agreement by Lusora or LHCS for Cause, Phase IV Partners, Inc. shall not be entitled to any of the Stock Options which have not vested in Phase IV Partners, Inc. on or before the date of termination . In the event of termination without Cause, all such Stock Options shall immediately vest; and,

 

 

 

 

(f)

The Stock Options shall immediately vest in their entirety upon a Change of Control unless otherwise requested by Phase IV Partners, Inc.; and,

 

 

 

 

(g)

The Stock Options shall be subject to the requirements of any stock exchange, securities commission or other similar regulatory body having jurisdiction; provided, however, at the request of the Phase IV Partners, Inc., Lusora and LHCS shall, at no cost to the Phase IV Partners, Inc., include the any shares of stock issued upon the Employee’s exercise of any Stock Options in any registration statement for the sale of shares of stock in which shares of any other affiliate shareholder are being registered for public sale;

    • Lusora and LHCS represent and warrant to the Employee that the issuance of the Stock Options to the Employee will be approved by the boards of directors of Lusora and LHCS in accordance with all governing documents of such corporations and any applicable securities or other laws so as to given the Employee the benefits of the terms of this Section 3.4 with respect to such Stock Options.

 

3.5

Health Insurance. Lusora and LHCS shall provide the Employee and his dependants with medical and dental insurance coverage ("Insurance") in accordance with the Policies in place from time to time. Until Lusora and LHCS provide the Employee and his dependants with Insurance, they shall reimburse the Employee for his own private healthcare plan expenses of up to $1,200 per month.

 

 

 

 

3.6

Vacation Entitlement. The Employee shall be entitled to 21 Days paid vacation ("Vacation") during each full fiscal year of employment (pro-rated for any partial fiscal years during which the Employee is employed). In addition, the Employee shall be entitled to paid holidays on the statutory holidays in the State of Texas, United States. The Employee’s Vacation entitlement shall increase, if at all, in accordance with the Policies in place from time to time.

 

 

 

 

3.7

Benefits. The Insurance, Vacation, Holidays, Stock Options and other benefits conferred by this Agreement are referred to collectively herein as the "Benefits."

 

 

 

 

3.8

Deductions and Remittances. Lusora and LHCS shall be entitled to deduct and retain from the Salary, Bonuses and Benefits due to the Employee, and remit to the required governmental authority, any amount that it may be required by law or regulation to deduct, retain and remit including, without limitation, Federal and State income tax, in addition to any other statutory deductions and remittances.

 

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4.                       Termination

 

4.1

Employee’s Right to Terminate for any Reason. The Employee may terminate this Agreement and his employment for any reason at any time upon providing 90 days advance notice in writing to Lusora and LHCS. Lusora and LHCS shall be obliged to pay the Salary, and any Bonuses and Benefits earned and accrued but not paid, due up to the date of termination, with such payment to be made within 6 Days of the date of termination.

 

 

 

 

4.2

Company’s Right to Terminate for Cause. Lusora and LHCS may terminate this Agreement and the Employee’s employment for Cause at any time on written notice to the Employee. Lusora and LHCS shall pay the Salary and any Bonuses and Benefits earned and accrued but not paid that are due up to the date of termination, with such payment to be made within 6 Days of the date of termination.

 

 

 

 

4.3

Company’s Right to Terminate for any Reason. Lusora and LHCS may terminate the employment of the Employee for any reason at any time on 90 days written notice to the Employee. Lusora and LHCS shall be obliged to pay the Salary, and any Bonuses and Benefits earned and accrued but not paid, due up to the date of such termination notice and for 90 days thereafter, with such payment to be made within 6 Days of the date of delivery of the termination notice. In addition to any such accrued but unpaid amounts, if the Employee continues to work as required under this Agreement during the 90 day notice period, benefits, stock option vesting and bonus share vesting will continue during such period.

5.                        Confidential Information

 

5.1

Confidentiality. All Confidential Information shall, during the Term of this Agreement and for a period of 12 months thereafter, be held by the Employee in a fiduciary capacity for Lusora and LHCS, in the strictest confidence, and shall be used or disclosed by the Employee solely for the benefit of Lusora, LHCS or their Affiliates, and shall not be used or disclosed by the Employee, directly or indirectly, for any purpose other than for the benefit of Lusora, LHCS or their Affiliates.

 

 

 

 

5.2

Copying and Delivery of Records. The Employee shall not, either during the Term of this Agreement or for a period of 12 months thereafter, directly or indirectly, cause or permit any Confidential Information to be copied or reproduced other than in the ordinary course of the Employee’s Duties. The Employee shall promptly return to Lusora and LHCS all written information, disks, tapes, memory devices and all copies of any of Confidential Information of Lusora and LHCS forthwith upon Lusora or LHCS’s request, at any time, to do so.

6.                        Intellectual Property

 

6.1

Developments . Except to the extent related to his activities with Phase IV Partners or his pending patent application, any information, technology, technical data or any other thing or documentation whatsoever which the Employee, either by himself or in conjunction with any third party, conceives, makes, develops, acquires or acquires knowledge of during the Employee’s employment with Lusora or LHCS that is related to the business of Lusora, LHCS or their Affiliates (collectively the "Developments") shall automatically form part of the Confidential Information and shall become and remain the sole and exclusive property of Lusora or LHCS. Accordingly, the Employee does hereby irrevocably, exclusively and absolutely assign, transfer and convey t


 
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