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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
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1.1
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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.
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2.
Scope of Employment
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2.1
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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.
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2.2
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Duties .
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(a)
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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)
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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").
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2.3
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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.
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2.4
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Term . The term of the employment is
for three years commencing on October 24, 2006
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3.
Salary, Bonuses and Benefits
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3.1
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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.
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3.2
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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.
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3.3
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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.
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3.4
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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:
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(a)
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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)
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30% of the Stock Options shall vest in Phase IV
Partners, Inc. on the date of execution of this
Agreement;
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(c)
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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;
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(d)
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Phase IV Partners, Inc. shall be eligible to
receive future stock grants and stock option awards at the
discretion of the Board of Directors;
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(e)
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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,
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(f)
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The Stock Options shall immediately vest in their
entirety upon a Change of Control unless otherwise requested by
Phase IV Partners, Inc.; and,
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(g)
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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;
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3.5
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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.
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3.6
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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.
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3.7
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Benefits. The Insurance, Vacation,
Holidays, Stock Options and other benefits conferred by this
Agreement are referred to collectively herein as the
"Benefits."
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3.8
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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
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4.1
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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.
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4.2
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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.
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4.3
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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.
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5.
Confidential Information
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5.1
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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.
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5.2
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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.
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6.
Intellectual Property
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6.1
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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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