1
EMPLOYMENT AGREEMENT
CHARLES L. LARGAY
The following are the terms and conditions of employment of Charles L.
Largay (the "Executive") by Electronic Medical Distribution, Inc. d/b/a eMD.com
(the "Company"):
1. Position: The Executive shall be employed as the Company's Chief
Technology Officer. The Executive shall report to the Company's Chief Executive
Officer (the "CEO").
2. Salary: The Executive shall be paid an annual salary of one hundred
and twenty-five thousand dollars ($125,000.00).
3. Signing Bonus: The Executive shall be paid a signing bonus of
twenty-five thousand dollars ($25,000.00) at the time of Executive's first
salary check.
4. Benefits: The Executive shall generally be entitled to participate
in or receive such benefits as the Company provides from time to time to its
executives.
5. Vacation: The Executive shall be entitled to twenty (20) days of
vacation during each calendar year, but such vacation shall not be cumulative.
At no time shall Executive be entitled to receive more than twenty (20) days of
vacation during any calendar year.
6. Payment of Compensation and Benefits: All salary, the signing bonus
and any other bonuses, stock option exercises, benefit payments and any other
compensation paid to Executive shall be paid in a manner consistent with the
standard payroll practices of the Company. The Company may withhold from any
payment any required taxes or other governmental withholdings, insurance or
benefit premiums or payments and similar items.
7. Business Expenses: The Company will reimburse the Executive for
reasonable bona fide business expenses incurred on behalf of the Company in the
ordinary course of business, provided, however, that the expense is otherwise
deductible by the Company as an ordinary and necessary business expense for
federal income tax purposes.
8. Three Months Review: On or about April 10, 2000, the Executive and
the CEO shall review Executive's performance and such other factors as the CEO
deems appropriate. Based upon this review the CEO will determine if Executive's
employment should be continued and, if so, the terms of the continuation of such
employment including, but not limited to, any salary increase and the targeted
amount of Executive's bonus.
2
EMPLOYMENT AGREEMENT
CHARLES L. LARGAY
Page 2 of 4
9. Stock Option Grant: Executive shall be entitled to receive a stock
option granted in accordance with the terms and conditions set forth in the
Company's stock option plan and stock option agreement. The amount of shares to
be granted under the stock option shall be fifty thousand (50,000), the exercise
price for each share shall be $4.67 and the option shall vest in one third
increments on the first, second and third anniversaries of the date of the
grant.
10. Employment at Will: Nothing in this Agreement should be construed
to confer any right of the Executive to be employed by the Company for a fixed
or definite term. The Executive acknowledges and agrees that he is an employee
at will and that his employment may be terminated by the Employee or by the
Company at any time with or without cause.
11. Termination Obligations: At the time of the termination of
employment of the Executive, Executive shall return to the Company all personal
property of the Company, including, but not limited to, all computers, cellular
phones, company credit cards, access keys, books, manuals, records, reports,
notes, contracts, lists and other documents or materials or copies thereof
(including all computer files) and all Confidential Information (as defined in
paragraph 12(a)) and other proprietary information relating to the Company. Also
at the time of the termination of employment of the Executive, Executive shall
tender his resignation from all offices and directorships then held with the
Company. Finally, Executive agrees not to disparage the Company, its affiliates
and any officer, director or employee of the Company or its affiliates while an
employee or after the termination of his employment.
12. Confidentiality and Non-Solicitation Agreement: As an express
condition of employment under this Agreement, Executive acknowledges and agrees
that:
(a) Executive will not, during the time he is employed by the Company,
or at any time thereafter, directly or indirectly disclose or make
available to any person, firm, corporation, association or other entity
for any reason or purpose whatsoever, any Confidential Information (as
defined below). The Executive, however, shall not be obligated to treat
as confidential any Confidential Information that (i) was publicly
known at the time of disclosure to the Executive, (ii) becomes publicly
known or available thereafter other than through the disclosure
directly or indirectly of Executive, or (iii) is disclosed to Executive
by a third party who is not known by Executive to be under a duty of
confidentiality. As used in the Agreement the term "Confidential
Information" means information disclosed to the Executive or known by
the Executive as a consequence of or through his relationship with the
Company, about the directors, officers, shareholders, customers,
employees, investors, business methods, business plans and strategies,
public relations methods, organization, procedures or finances,
including, without limitation, information of or relating to
shareholder, customer or investor lists of the Company and any
affiliate of the Company; and
3
EMPLOYMENT AGREEMENT
CHARLES L. LARGAY
Page 3 of 4
(b) For a period of one (1) year thereafter, Executive will not, either
on his own account or jointly with or as a manager, agent, officer,
employee, consultant, partner, joint venturer, owner or shareholder or
otherwise on behalf of any other person, corporation or other entity,
(i) carry on or be engaged or interested directly or indirectly in, or
solicit the sale or provision of services or the development or
marketing of services similar to those offered by the Company, (ii)
endeavor directly or indirectly to canvas or solicit customers in
competition with the Company or to interfere with the supply of orders
for goods or services from or by any person, corporation or other
entity that while Executive was employed by the Company supplied goods
or services to the Company, or (iii) directly or indirectly solicit or
attempt to solicit away from the Company any of this officers or
employees or offer employment to any person who is an officer or
employee of the Company.
13. Injunctive Relief and Enforcement: The Executive acknowledges and
agrees that if he breaches his obligations under paragraph 12 of this Agreement,
there may be no adequate remedy at law. Therefore in such an event the Executive
agrees that the Company may apply for an injunction to prevent further
violations of this Agreement and such relief shall be in addition to any other
remedy, legal or equitable, that may be available to the Company. In addition,
in the event any provision of this Agreement, including, but not limited to,
paragraph 12, shall be determined by any court of competent jurisdiction to be
unenforceable for any reason, then each such provision shall be interpreted to
the maximum extent as to which it may be enforceable and enforced as so
interpreted, all as determined by such court in such action.
14. Choice of Law: This Agreement shall be construed, interpreted and
the rights of the parties determined in accordance with the laws of the State
of Georgia without reference to the choice of law provisions of Georgia.
15. Dispute Resolution: Absent any irreparable injury being suffered
by the Company entitling the Company to seek injunctive relief against the
Executive pursuant to paragraph 13 of this Agreement, in the event there shall
be a dispute among the parties arising out of or relating to this Agreement, or
the breach thereof, the parties agree to the following procedures:
(a) Within thirty days after notice from a party of any dispute, the
parties shall meet and attempt to resolve such dispute informally with
or without a mediator as the parties mutually agree; and
(b) If the parties are unable to resolve the dispute informally, then
either party may institute a lawsuit in the federal or state courts of
Gwinnett County, Georgia. The parties agree that the federal and state
courts of Gwinnett County, Georgia, shall have sole jurisdiction over
such disputes and each party expressly consents
4
EMPLOYMENT AGREEMENT
CHARLES L. LARGAY
Page 4 of 4
to the personal jurisdiction of such courts and expressly waives all
defenses of lack of personal jurisdiction and inconvenient forum.
16. Entire Agreement: This Agreement contains the entire agreement and
understanding between the Company and the Executive with respect to the
employment of the Executive by the Company and no representations, promises,
agreements or understandings, written or oral, not contained in this Agreement
shall be of any force or effect. This Agreement may not be changed unless in a
writing signed by both the Executive and the CEO.
This Agreement is dated the 10th day of January 2000.
EXECUTIVE ELECTRONIC MEDICAL
DISTRIBUTION, INC. d/b/a
eMD.com
/s/ Charles L. Largay By: /s/
- -------------------------- ---------------------------------------
CHARLES L. LARGAY Title: CEO
-----------------------------------