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Exhibit 10.2
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT
is effective as of the 1 st day of October, 2007, by and
between, Disaboom, Inc., a Colorado corporation (the
“Employer” or “Company”) and Dr. J. Glen
House (the “Executive”). In consideration of the mutual
covenants contained in this Agreement, the Employer agrees to
employ the Executive and the Executive agrees to be employed by the
Employer upon the terms and conditions hereinafter set
forth.
ARTICLE 1
TERM OF EMPLOYMENT
1.1
Initial Term .
The initial term of employment hereunder shall commence as of the
effective day first written above (“Commencement Date”)
and shall continue for a period of three years from that
date.
1.2
Renewal; Non- Renewal
Benefits to Executive . At the end of the initial term of this
Agreement, and on each anniversary thereafter, the term of
Executive’s employment shall be automatically extended one
additional year unless, at least 90 days prior to such anniversary,
the Executive shall have delivered to the Employer written notice
that the term of the Executive’s employment hereunder will
not be extended. The Employer shall have the right to provide such
non-renewal notice to Executive, on the same terms and
conditions.
ARTICLE 2
DUTIES OF THE EXECUTIVE
2.1
Duties . The
Executive shall be employed with the titles of Chief Medical
Officer and Executive Director of Content with responsibilities,
objectives and authorities as are customarily performed by such
officers including, but not limited to those duties as may from
time to time be assigned to Executive by the Chief Executive
Officer or Board of Directors of Employer. You will report directly
to the Chief Executive Officer of Employer.
2.2
Extent of Duties
. Executive shall devote all of his working time, efforts,
attention and energies to the business of the Employer.
ARTICLE 3
COMPENSATION OF THE EXECUTIVE
3.1
Salary
.
a.
Employer and Executive acknowledge and understand that Executive
continues to practice medicine and is involved with other companies
and as such cannot work for Employer on a full-time basis. As
compensation for services rendered under this Agreement, the
Executive will receive a salary of $150,000 per year while
Executive works part time for Employer, which shall be his base
compensation. Executive’s salary is payable in accordance
with Employer’s normal business practices.
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b.
If and when Executive is able to devote his efforts and time to
Employer on a full-time basis, then Executive’s base
compensation shall be increased to a minimum of $200,000 per year
thereafter, commensurate with that of the most senior executive
officer of the Company.
3.2
Annual Bonus . In
addition to your Salary and Benefits specified herein, Executive
shall also be eligible for an annual incentive compensation payment
based on the achievement of milestones to be mutually agreed upon
by the Executive and the Company.
3.3
Benefits .
Executive shall be entitled to vacation and holidays as customarily
extended to executive employees. Executive shall be entitled to
participate in all of Employer’s employee benefit plans and
employee benefits, including any retirement, pension,
profit-sharing, stock option, insurance, hospital or other plans
and benefits which now may be in effect or which may hereafter be
adopted, it being understood that Executive shall have the same
rights and privileges to participate in such plans and benefits as
any other executive employee during the term of this Agreement.
Participation in any benefit plans shall be in addition to the
compensation otherwise provided for in this Agreement.
3.4
Expenses
.
a.
Executive shall be entitled to prompt reimbursement in accordance
with Company policy for all reasonable expenses incurred by
Executive in the performance of his duties hereunder.
ARTICLE 4
NON-COMPETITION; CONFIDENTIALITY
4.1
During the term of this
Agreement, the Executive may make passive investments in companies
generally involved in the Internet industry in which the Company
operates, subject to the terms of paragraph 4.3 hereof, and
provided any such investment does not exceed a 5% equity interest,
unless Executive obtains a consent to acquire an equity interest
exceeding 5% by a vote of a majority of the directors.
4.2
For purposes of this
Article 4, the Company is engaged in the business of operating a
comprehensive website and online community for people living with
disabilities. Except as provided in paragraphs 4.1 hereof, the
Executive may not participate in any business in which the Company
is engaged during the term of this Agreement except through and on
behalf of the Company, provided however, that Executive’s
activities in Colorado Catheter Company are hereby specifically
excluded from this restriction;
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4.3
During the term of this
Agreement and for one year following termination of this Agreement,
the Executive shall not own, manage, operate, control, be employed
by, participate in, or be connected in any manner with the
ownership, management, operation or control of any business which
is directly engaged in the type of business conducted by the
Employer at the time this Agreement terminates. In the event of the
Executive’s actual or threatened breach of this paragraph,
the Employer shall be entitled to a preliminary restraining order
and injunction restraining the Executive from violating its
provisions. Nothing in this Agreement shall be construed to
prohibit the Employer from pursuing any other available remedies
for such breach or threatened breach, including the recovery of
damages from the Executive. Employee agrees that this one year
restriction is reasonable in scope. Executive and Employer agree
that Executive’s practice of medicine and knowledge of an
involvement in the medical community for people living with
disabilities is beneficial to the Employer and that
Executive’s continued practice of medicine, involvement in
Colorado Catheter Company, involvement in the medical community,
academic writing, and product research and development do not
constitute a breach of this paragraph 4.3.
4.4
Executive agrees that
unless otherwise agreed to in writing between Executive and
Employer, upon request or at the time of leaving the employ of
Employer he will deliver to the Employer (and will not keep in his
possession, recreate, or deliver to anyone else) any and all books,
records, files, forms, memoranda, letters, notes, notebooks,
papers, agreements, business plans, marketing and media plans,
financial statements and records, customer and supplier lists and
identities, customer information accounts, data, notes, reports,
proposals, lists, correspondence, specifications, drawings,
flow-charts, blueprints, sketches, materials, programs, equipment,
other documents, writings, recordable electronic media and similar
materials or property, or reproductions of any aforementioned items
developed by him within the scope of and pursuant to his employment
with Employer or otherwise belonging to the Employer, its
successors, or assigns. Executive agrees that such property is the
exclusive property of Employer.
4.5
In the event that
Executive leaves the employ of Employer, Executive hereby grants
consent to written notification by Employer to his new employer
about his rights and obligations under this Agreement. A copy of
such written notification will be provided to Executive at the same
time it is provided to his new employer.
4.6
Employer
Information. Executive agrees at all times during the
term of his employment and thereafter to hold in strictest
confidence, and not to use, except for the benefit of the Employer,
or to disclose, make known, divulge or communicate, directly or
indirectly, to any person, firm, corporation or other entity
without the prior written authorization of the Employer, any
Confidential Information of the Employer. Executive understands
that all Confidential Information is the sole and exclusive
property of the Employer or of third parties whose rights the
Employer wishes to protect. Executive will be vigilant in
protecting all Confidential Information from disclosure to
unauthorized persons and will comply with all rules and
instructions of the Employer concerning the physical, intellectual,
and electronic security of the Employer’s premises, property
and records. Executive understands that “ Confidential
Information ” means, without limitation, any Employer
proprietary information, intellectual property, patents,
trademarks, copyrights, technical data, trade secrets or know-how,
including, but not limited to, research, methods, business plans,
products, services, price lists, customer lists, customer
information and customers (including, but not limited to, customers
of the Employer on whom Employee called or with whom Employee
became acquainted during the term of his employment), markets,
software, developments, inventions, processes, formulas,
technology, designs, drawings, engineering, hardware configuration
information, marketing, finances, third party information or
products, or other business information disclosed to Executive by
the Employer either directly or indirectly, whether orally, in
writing, or by drawings or observation of parts or equipment.
Executive understands that the Board of Directors of Employer may
from time to time reasonably designate as Confidential Information
other subject matters requiring confidentiality and secrecy which
shall be deemed to be covered by the terms of this Agreement.
Executive further understands that Confidential Information does
not include any of the foregoing items which has become publicly
known and made generally available through no wrongful act of his
or of others who were under confidentiality obligations as to the
item or items involved.
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