September 1, 2006
Kurt Fullmer
1300 Post Oak Trail
Southlake, TX 76092
Re: Offer of Employment
Dear Kurt,
This letter outlines the key compensation terms of your employment with American CareSource Holdings, Inc. This offer is not to be considered a contract guaranteeing employment for any specific duration. As an at-will employee, both you and the company have the right to terminate your employment at any time.
| Annual Base Salary | $150,000 |
| Stock Options 25% vesting over 4 years | 70,000 shares |
| Strike price will be as of October 17, 2006 when approved by the Board of Directors in the new employee group.
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| Override Commission | 0.25% |
| Based on total commissionable revenue of ACS exceeding $3,500,000 per quarter.
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| Four weeks (20 days) paid time off per year
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| Options vest with sale of company
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We are very pleased to have you as part of the management team. Welcome aboard.
Sincerely,
Wayne A. Schellhammer
President & CEO