EXHIBIT 10.34
[COMPANY LOGO]
June 16, 2005
Ms. Susan Riley
424 East 52nd Street, Apt 2C
New York, NY 10022
Dear Susan:
It is with great pleasure that Advanced
Aesthetics Institute, Inc. (AAI) offers
you the position of Executive Vice
President, Chief Financial Officer with an
effective start date of July 3, 2005. This
position will report directly to John
Higgins, President.
In this position, you will be responsible
for Finance & Accounting, Merger's and
Acquisitions, Technology, Operations,
Investment Relations, Purchasing and
Inventory Planning for AAI. Your employment
agreement is as follows:
o
Your base pay will be $12,5000 Bi-weekly, which when annualized
is
equivalent to $325,000 per year.
o
You will be eligible for an incentive bonus of 60% of base
salary. 70% of your incentive bonus will be based on P & L
performance while 30% of your incentive bonus will be based on
specific individual objectives. Both components will be
mutually
agreed upon by the Board of Directors, John Higgins, and
yourself. All terms and conditions specified in the incentive
plan program are subject to management discretion.
o An
initial options grant of 250,000 shares of AAI company stock,
subject to approval by the Board of Directors and the terms of
the company's stock option plan. The Stock options will vest
over
3 years (33.3% per year) and will have an exercise price of
$4/share. Vesting will accelerate on a change of control as
defined by the Company's Board of Directors; through a
resolution
in accordance with the company's equity plan document.
o On
the first day of the month following your start date, you will
be eligible to participate in our medical, dental and vision
insurance options and flexible spending accounts, subject to
plan
terms; with a percentage of the premiums paid for by AAI.
o
You will be eligib
