EMPLOYMENT AGREEMENT
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AGREEMENT made as of March 31, 2008 between Revolutions Medical
Corporation, a Nevada corporation with offices at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter called the "Company"), and ▇▇▇▇▇▇▇ Wheeet,
residing at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter called
the "Employee").
W I T N E S S E T H:
The Company desires to employ the Employee to perform services for the
Company, and the Employee desires to perform such services, on the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual promises
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. EMPLOYMENT
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The Company agrees to employ the Employee, and the Employee agrees to serve
the Company in an executive capacity upon the terms and conditions hereinafter
set forth.
2. TERM
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The term of this Agreement shall commence on the date hereof and continue
until March 31, 2010 (the "Term"), unless sooner terminated as herein provided
including termination under any of the subsections described in Section 7
3. COMPENSATION
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(a) Base Salary. The Company agrees to pay the Employee during the Term
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hereof a salary at theannual rate of: (1) Two Hundred Twenty Five Thousand
Dollars ($225,000). The Company shall make all salary payments in equal
bi-weekly installments in arrears. All salary, bonus, or other compensation
payable to the Employee shall be subject to the customary withholding, FICA,
medical and other tax and other employment taxes and deductions as required by
federal, state and local law with respect to compensation paid by an employer to
an employee.
(b) Options. The Company hereby reconfirms the grant as of December
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26, 2007 to the Employee of options to purchase five million (5,000,000)
shares of its common stock under and pursuant to the Company's 2007 Stock Option
Plan (the "2007 Plan") previously registered on Form S-8 under the Securities
Act of 1933 (the "Securities Act"). The exercise price of the options shall be
Eight Cents ($.08) per share
of Common Stock for a period of three years. The Employee acknowledges that the
Company has delivered a copy of the Company 2007 Plan to him.
4. DUTIES
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The Employee is hereby employed as Chief Executive Officer of the Company
and shall perform the following services in connection with the general business
of the Company:
(a) Duties as Chief Executive Officer. The Employee shall administer,
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supervise, manage and control the business development of the Company, including
the research, development, manufacture, marketing and sales of its current
products and such future products as may be added to the Company's business from
time to time by the Company during the Term.
(b) Compliance. The Employee hereby agrees to observe and comply with
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such reasonable rules and regulations of the Company as may be duly adopted from
time to time by the Company's Board of Directors and otherwise to carry out and
perform those orders, directions and policies stated to him from time to time by
the Company's Board of Directors, either as specified in the minutes of the
proceedings of the Board of Directors of the Company or otherwise in writing
that are reasonably necessary and appropriate to carry out his duties hereunder.
Such orders, directions and policies shall be legal and shall be consistent with
the Employee's position as Chief Executive Officer.
(c) The Employee shall continue to serve as a member of the Board of
Directors of the Company until his successor is duly elected and qualified.
5. EXTENT OF SERVICES
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The Employee agrees to serve the Company faithfully and to the best of his
ability and shall devote his full time, attention and energies to the business
of the Company during customary business hours. The Employee agrees to carry
out his duties in a competent and professional manner and to at all times
promote the best interests of the Company. The Employee shall not, during the
term of his employment hereunder, engage in any other business, whether or not
pursued for profit. Nothing contained herein shall be construed as preventing
the Employee from investing in any other business or entity which is not in
competition with the business of the Company. Nothing contained herein shall be
construed as preventing the Employee from engaging in (1) personal business
affairs and other personal matters, (2) serving on civic or charitable boards or
committees, or (3) serving on the board of directors of companies that do not
compete directly or indirectly with the Company, provided however, that none of
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such activities materially interferes with the performance of his duties under
this Agreement.
6. BENEFITS AND EXPENSES
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During the term of this agreement Employee shall be entitled to, and the
Company shall provide, the following benefits in addition to those specified in
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Section 3:
(a) Vacation. The Employee shall be entitled to four (4) weeks
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vacation in each twelve (12) month period during the Term. Vacation may be taken
at such time(s) as Employee may determine provided that such vacation does not
interfere with the Company's business operations. The Employee must use his
vacation in any event by May 31 of the year next following the year in which the
vacation accrues or such vacation time shall expire. The Employee shall not be
entitled to compensation for unused vacation except that, upon termination of
his employment, the Company shall pay to the Employee for all of his accrued,
unexpired vacation time.
(b) Expense Reimbursement. The Company shall reimburse the Employee
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upon submission of vouchers for his out-of-pocket expenses for travel,
entertainment, meals and the like reasonably incurred by him pursuant to his
employment hereunder in accordance with the general policy of the Company as
adopted by its Board of Directors from time to time.
(c) Health Insurance. The Company acknowledges that the Employee
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intends to maintain the health and medical insurance provided by his prior
employment agreement through March 31, 2010 and shall reimburse to the Employee
the cost of such coverage incurred by the Employee. Continuing through March
31, 2010, the Company shall provide the Employee with health insurance in the
coverages consistent with those provided to other key executives of the Company.
(d) Car Allowance. The Company will provide to the Employee a car
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allowance of $1,000 each month during the Term of this Agreement and shall pay
such car allowance not less frequently than monthly. The Employee shall be
responsible for insurance, maintenance, gas and all other items of operation for
the car.
(e) Disability. If the Company maintains disability insurance, then
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the Company shall provide a disability policy for the Employee comparable to the
policies in force for other similar executives in the Company. If the Company
does not maintain a disability policy, then the Employee may obtain such a
policy in amounts equal to his salary and be reimbursed by the Company for all
premium payments thereunder.
(f) Life Insurance. The Company shall pay the Employee's premiums for a
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life insurance policy in an amount not to exceed $1,000,000for which the
Employee shall designate the beneficiary.
(g) Other Benefits. The Company shall provide to the Employee the same
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benefits it makes available to other key executives of the Company.
7. TERMINATION; DISABILITY; RESIGNATION; TERMINATION WITHOUT
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CAUSE
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(a) Termination for Cause. The Company shall have the right to
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terminate the Employee's employment hereunder:
(1) For cause upon ten (10) business days' prior written notice to
Employee. Upon such termination, Employee shall have no further duties or
obligations under this Agreement (except as provided in Section 8) and the
obligations of the Company to Employee shall be as set forth below. For
purposes of this Agreement, "cause" shall mean:
(A) Employee's conviction of a felony under federal or state law;
(B) Employee's failure to perform (other than as a result of
Employee's being Disabled), in any material respect, any of his duties or
obligations under or in accordance with this Agreement and either (i) the
Employee fails to cure such failure within ten business days following
receipt of notice from the Company, or (ii) if such failure by its nature
cannot be cured within such ten business day period, the Employee fails to
commence to cure such failure within such ten business day period and
proceed to cure such failure within thirty (30) days thereafter.
(C) Employee commits any dishonest, malicious or grossly negligent act
which is materially detrimental to the business or reputation of the
Company, or the Company's business relationships, provided, however, that
in such event the Company shall give the Employee written notice specifying
in reasonable detail the reason for the termination.
Notwithstanding the foregoing, the Employee may, within ten business days
following delivery of the notice of termination referred to in the preceding
paragraph, by written notice to the Board of Directors of the Company, cause the
matter of the termination of his employment by the Company to be discussed at
the next regularly scheduled meeting of the Board of Directors or at a special
meeting of the Board of Directors requested by a majority of the members of the
Company's Board of Directors who are not employees of the Company or any of its
subsidiaries. The Employee shall be entitled to be present and to be
represented by counsel at such meeting which shall be conducted according to a
procedure deemed equitable by a majority of the directors present. If, at such
meeting, it shall be determined that the employment of the Employee had been
terminated without proper cause, the provisions of this Agreement shall be
reinstated with the same force and effect as ifthe notice of termination had not
been given;and the Employee shall be entitled to receive the compensation and
other benefits provided herein for the period from the date of the delivery of
the notice of termination through the date of such reinstatement.
In the event, the Company terminates the Employee's employment for
cause, then the Employee shall be entitled to receive through the date of
termination: (1) his base salary as defined in Section 3(a) hereof; (2) the
benefits provided in Section 6 hereof including all accrued but unpaid vacation;
and (3) the right to exercise options to purchase shares of the common stock of
the Company that have vested under this Agreement and in accordance with the
2007 Plan through the date of termination.
(b) Disability. The Company shall have the right to terminate the
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Employee's employment hereunder:
(1) By reason of the Employee's becoming Disabled for an aggregate
period of ninety (90) days in any consecutive three hundred sixty (360) day
period (the "Disability Period").
(A) "Disabled" as used in this Agreement means that, by reason of
physical or mental incapacity, Employee shall fail or be unable to
substantially perform the customary duties of his employment.
(B) If the existence of a disability is in dispute, it shall be
resolved by two physicians, one appointed by Employee and one appointed by
the Board of Directors of the Company. If the two physicians so selected
cannot agree as to whether or not Employee is Disabled as defined in
subsection (A) above, the two physicians so selected shall designate a
third physician and a majority of the three physicians so selected shall
determine whether or not Employee is Disabled.
(C) In the event Employee is Disabled, during the period of such
disability he shall continue to receive his base compensation in the amount
set forth in Section 3(a) hereof, which base compensation shall be reduced
by the amount of all disability benefits he actually receives under any
disability insurance program in place with the Company until the first to
occur of (1) the cessation of the Disability or (2) the termination of this
Agreement by the Company at any time after the Disability Period. During
the period of Disability and prior to termination, the Employee shall
continue to receive the benefits provided in Section 6 hereof and shall
have the right to exercise options to purchase shares of the Company's
common stock in accordance with the 2007 Plan.
(D) For the purposes of this Section 7(b), any amounts to be paid to
Employee by the Company pursuant to subsection (C) above, shall not be
reduced by any disability income insurance proceeds received by him under
any disability insurance policies owned or paid for by the Employee.
(E) If the Employee is terminated at the end of the Disability Period,
then the Employee shall receive through the date of termination: (1) his
base salary as defined in Section 3(a) hereof; (2) the benefits provided in
Section 6 hereof including all accrued but unpaid vacation; and (3) the
right to exercise
options to purchase shares of common stock of the Company that have vested
under this Agreement in accordance with the 2007 Plan through the date of
termination.
(c) Death. The Company's employment of the Employee shall terminate
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upon his death and all payments and benefits shall cease upon such date
provided, however, that under this Agreement the estate of such Employee shall
be entitled to receive through the date of termination (1) his base salary as
defined in Section 3(a) hereof, (2) the benefits provided in Section 6 hereof
including all accrued but unpaid vacation, and (3) the right to exercise options
to purchase shares of common stock of the Company that have vested under this
Agreement and in accordance with the 2007 Plan.
(d) TERMINATION BY THE EMPLOYEE.
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The Employee may elect, by written notice to the Company, such notice to be
effective immediately upon receipt by the Company, to terminate his employment
hereunder if:
(1) The Company sells all or substantially all of its assets;
(2) The Company merges or consolidates with another business entity in
a transaction immediately following which the holders of all of the
outstanding shares of the voting capital stock of the Company own less than
a majority of the outstanding shares of the voting capital stock of the
resulting entity (whether or not the resulting entity is the Company);
provided, however, that the Employee shall not be permitted to terminate
his employment under this subsection unless he notifies the Company in
writing that he does not approve of the directors selected to serve on the
Board after the merger or similar transaction described herein;
(3) More than fifty (50%) percent of the outstanding shares of the
voting capital stock of the Company are acquired by a person or group (as
such terms are used in Section 13(d) of the Securities Exchange Act of
1934, as amended), which person or group includes neither the Employee nor
the holders of the majority of the outstanding shares of the voting capital
stock of the Company on the date hereof; provided, however, that the
Employee shall not be permitted to terminate his employment under this
subsection unless he notifies the Company in writing that he does not
approve of the directors selected to serve on the Board after the merger or
similar transaction described herein;
(4) The Company assigns to the Employee duties which would require
him, as a practical matter, to relocate outside the greater charleston
metropolitan area or assigns him duties that are not commensurate with his
position as the CEO of the Company;
(5) The Employee is removed as a member of the Board of Directors;
(6) The Company defaults in making any of the payments required under
this Agreement and said default continues for a thirty (30) day period
after the Employee has given the Company written notice of the payment
default.
If the Employee elects to terminate his employment hereunder pursuant to
this Section 7(d), then (1) the Company shall continue to pay to the Employee
his salary as provided in Section 3(a) hereof through the end of the Term; (2)
the Company shall continue to provide to the Employee the benefits provided in
Section 6 hereof through the end of the Term; and (3) all of the options granted
to the Employee hereunder to purchase shares of the common stock of the Company
shall vest immediately and the term of the option shall continue for the period
specified in the option had the employment of the Employee not been so
terminated.
(e) Resignation. If the Employee voluntarily resigns during the term
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of this Agreement other than pursuant to Section 7(d) hereof, then all payments
and benefits shall cease on the effective date of resignation, provided that
under this Agreement the Employee shall be entitled to receive through the date
of such resignation (1) his base salary as defined in Section 3(a) hereof, (2)
the benefits provided in Section 6 hereof including all accrued but unpaid
vacation and (3) the right to exercise options to purchase shares of common
stock of the Company that have vested under this Agreement and in accordance
with the 2007 Plan through the date of resignation.
(f) Mitigation. In the event of the termination of this Agreement by
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the Employee as a result of a material breach by the Company of any of its
obligations hereunder, or in the event of the termination of the Employee's
employment by the Company in breach of this Agreement, the Employee shall not be
required to seek other employment in order to mitigate his damages hereunder.
8. CONFIDENTIALITY; RESTRICTIVE COVENANTS; NON COMPETITION
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(a) Non-Disclosure of Information. (1) The Employee recognizes and
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acknowledges that by virtue of his position as a key executive, he will have
access to the lists of the Company's referral sources, suppliers, advertisers
and customers, financial records and business procedures, sales force and
personnel, programs, software, selling practices, plans, special methods and
processes for electronic data processing, special techniques for testing
commercial and sales materials and products, custom research services in product
development, marketing strategy, product manufacturing techniques and formulas,
and other unique business information and records (collectively "Proprietary
Information"), as same may exist from time to time, and that they are valuable,
special and unique assets of the Company's business. The Employee also may
develop on behalf of the Company a personal acquaintance with the present and
potential future clients and customers of the Company, and the Employee's
acquaintance may constitute the Company's sole contact with such clients and
customers.
8 (a)(2) The Employee will not during the Term of his employment, and at any
time
following the end of the Term of or earlier termination of this Agreement
regardless of the reason therefor, disclose trade secrets or other confidential
information about the Company, including but not limited to Proprietary
Information, to any person, firm, corporation, association or other entity for
any reason or any purpose whatsoever or utilize such Proprietary Information for
his own benefit or the benefit of any third party; .provided, however, that
nothing contained herein shall prohibit the Employee from using his personal
acquaintance with any clients or customers of the Company at any time in a
manner that is not inconsistent with their remaining as clients or customers of
the Company.
8(a)(3) All equipment, records, files, memoranda, computer print-outs and data,
reports, correspondence and the like, relating to the business of the Company
which Employee shall use or prepare or come into contact with shall remain the
sole property of the Company. The Employee shall immediately turn over to the
Company all such material in Employee's possession, custody or control at such
time as this Agreement is terminated.
8(a)(4) "Proprietary Information" shall not include information that was a
matter of public knowledge on the date of this Agreement or subsequently becomes
public knowledge other than as a result of having been revealed, disclosed or
disseminated by Employee, directly or indirectly, in violation of this
Agreement.
(b) Non-Solicitation. The Employee covenants and agrees that during
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the term of his employment, and for a two (2) year period immediately following
the end of the Term of or earlier termination of this Agreement, regardless of
the reason therefor, the Employee shall not solicit, induce, aid or suggest to:
(1) any employee to leave such employ, (2) any contractor, consultant or other
service provider to terminate such relationship, or (3) any customer, agency,
vendor, or supplier of the Company to cease doing business with the Company.
(c) Non-Competition. For purposes of this Section 8 (c) the parties
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agree that the "business of the Company" shall be defined to include the
development, manufacture, packaging, advertising, marketing, distribution and
sale of safety syringes and MRI software.
The Employee covenants and agrees that during the term of his
Employee shall not engage in any activity or render service in any capacity,
directly or indirectly, (whether as principal, director, officer, investor,
employee, consultant or otherwise) for or on behalf of any person or persons or
entity in the United States or anywhere else in the world if such activity or
service (1) directly or indirectly involves or relates to any business which is
in competition with the business of the Company or (2) other business acquired
or begun by the Company during the period of the Employee's employment hereunder
but in the latter event only if the Employee was directly involved in the
operation of such other business. It is understood and agreed that nothing
herein contained shall prevent the Employee from engaging in discussions
concerning business arrangements to become effective upon the expiration of the
term of this covenant not to
compete.
(d) Enforcement. In view of the foregoing, the Employee acknowledges
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and agrees that it is reasonable and necessary for the protection of the good
will, business, trade secrets, confidential information and Proprietary
Information of the Company that he makes the covenants in this Section 8 and
that the Company will suffer irreparable injury if the Employee engages in the
conduct prohibited by Section 8 (a), (b) or (c) of this Agreement. The Employee
agrees that upon a breach, threatened breach or violation by him of any of the
foregoing provisions of this Section 8, the Company, in addition to all other
remedies it may have including an action at law for damages, shall be entitled
as a matter of right to injunctive relief, specific performance or any other
form of equitable relief in any court of competent jurisdiction without being
required to post bond or other security and without having to prove the
inadequacy of the available remedies at law, to enjoin and restrain the Employee
and each and every other person, partnership, association, corporation or
organization acting in concert with the Employee, from the continuance of any
action constituting such breach. The Company shall also be entitled to recover
from the Employee all of its reasonable costs incurred in the enforcement of
this Section 8 including its reasonable legal fees. The Employee acknowledges
that the terms of Section 8(a), (b) and (c) are reasonable and enforceable and
that, should there be a violation or attempted or threatened violation by the
Employee of any of the provisions contained in these subsections, the Company
shall be entitled to relief by way of injunction, specific performance or other
form of equitable relief. In the event that any of the foregoing covenants in
Sections 8 (a), (b) or (c) shall be deemed by any court of competent
jurisdiction, in any proceedings in which the Company shall be a party, to be
unenforceable because of its duration, scope, or area, it shall be deemed to be
and shall be amended to conform to the scope, period of time and geographical
area which would permit it to be enforced.
(e) Independent Covenants. The Company and the Employee agree that
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the covenants contained in this Section 8 shall each be construed as a separate
agreement independent of any of the other terms and conditions of this
Agreement, and the existence of any claim by the Employee against the Company,
whether predicated on this Agreement or otherwise, shall not constitute a
defense by the Employee to the Company's enforcement of any of the covenants of
this Section 8.
(f) Exclusion from Arbitration. The terms and conditions of this
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Section 8 including the enforcement thereof by the Company are specifically
excluded from the arbitration of all other matters under this Agreement as
provided in Section 13 hereof.
9. DISCLOSURE AND ASSIGNMENT OF RIGHTS.
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(a) Disclosure. The Employee agrees that he will promptly assign to
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the Company or its nominee(s) all right, title and interest of the Employee in
and to any and all ideas, inventions, discoveries, secret processes, and methods
and improvements, together with any and all patents or other forms of
intellectual property protection that may be obtainable in connection therewith
or that may be issued thereon, such as
trademarks, service marks and copyrights, in the United States and in all
foreign countries, which the Employee may invent, develop, or improve or cause
to be invented developed or improved, on behalf of the Company while engaged in
Company related decisions, during the Term or within six (6) months after the
Term or earlier termination of this Agreement, which are or were related to the
scope of the Company's business or any work carried on by the Company or to any
problems and projects specifically assigned to the Employee. All works and
writings which relate to the Company's business are works for hire under the
Copyright Act, and any and all copyrights therefor shall be placed in the name
of and inure to the benefit of the Company.
(b) Assignment of Interest. The Employee agrees to disclose
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immediately to duly authorized representatives of the Company any ideas,
inventions, discoveries, processes, methods and improvements covered by the
terms of this Section 9 and to execute, at the Company's expense, all documents
reasonably required in connection with the Company's application for appropriate
protection and registration under the federal and foreign patent, trademark, and
copyright law and the assignment thereof to the Company's nominee (s). The
Employee hereby appoints the Company's Chairman as true and lawful attorney in
fact with full powers of substitution and delegation to execute acknowledge and
deliver any such instruments and assignments, which the Employee shall fail or
refuse to execute or deliver.
10. INDEMNIFICATION.
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The Company shall indemnify the Employee to the maximum extent permitted
under the Nevada Private Corporation Law, or any successor thereto, and shall
promptly advance any expenses incurred by the Employee prior to the final
disposition of the proceeding to which such indemnity relates upon receipt from
the Employee of a written undertaking to repay the amount so advanced if it
shall be determined ultimately that the Employee is not entitled to indemnity
under the standards set forth in the Nevada Private Corporation Law or its
successor. The Employer shall use commercially reasonable efforts to obtain and
maintain throughout the Term of the employment of the Employee hereunder
directors' and officers' liability insurance for the benefit of the Employee.
The indemnification obligations of the Company under this Section 10 shall
survive the termination of the Term or of this Agreement for any reason
whatsoever unless the Agreement is terminated for cause.
11. NOTICES.
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(a) Any and all notices or other communications given under this
Agreement shall be in writing and shall be deemed to have been duly given on (1)
the date of delivery, if delivered in person to the addressee, (2) the next
business day if sent by overnight courier, or (3) three (3) days after mailing,
if mailed within the continental United States, postage prepaid, by certified or
registered mail, return receipt requested, to the party entitled to receive
same, at his or its address set forth below.
The Company:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
The Employee to him at his address specified above.
(b) The parties may designate by notice to each other any new address
for the purposes of this Agreement as provided in this Section 11.
12. MISCELLANEOUS PROVISIONS
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(a) This agreement represents the entire Agreement between the parties
and supersedes any prior agreement or understanding between them with respect to
the subject matter hereof. No provision hereof may be amended, modified,
terminated, or revoked except by a writing signed by all parties hereto.
(b) This Agreement shall be binding upon parties and their respective
heirs, legal representatives, and successors. Subject to the provisions of
Section 7(d) hereof, the rights and interests of Company hereunder may be
assigned to (1) a subsidiary or affiliate of the Company or (2) a successor
business or successor business entity that is not a subsidiary or affiliate of
the Company without the Employee's prior written consent; provided, however,
that in either case the assignee continues the same business of the Company. The
rights, interests and obligations of Employee are non-assignable.
(c) No waiver of any breach or default hereunder shall be considered
valid unless in writing and signed by the party against whom the waiver is
asserted, and no such waiver shall be deemed the waiver of any subsequent breach
or default of the same or similar nature.
(d) If any provision of this Agreement shall be held invalid or
unenforceable, such invalidity or unenforceability shall affect only such
provision and shall not in any manner affect or render invalid or unenforceable
any other severable provision of this Agreement, and this Agreement shall be
carried out as if any such invalid or unenforceable provision were not contained
herein.
(e) This Agreement shall in all respects be governed by and construed
under the laws of the State of Nevada without giving effect to the principles of
conflict of laws.
(f) The captions and headings contained in this Agreement are for
convenience only and shall not be construed as a part of this Agreement.
(g) Wherever it appears appropriate from the context, each term stated
in this the singular or the plural shall include the singular and the plural.
(h) The parties hereto agree that they will take such action and
execute and deliver such documents as may be reasonably necessary to fulfill the
terms of this Agreement.
(i) The agreements and covenants set forth in Section 8 above shall
survive termination or expiration of this Agreement.
(j) The Employee represents and warrants that he is not subject to any
prohibition or restriction, oral or written, preventing him from entering into
this Agreement and undertaking his duties hereunder.
(k) The Employee acknowledges that he has consulted with counsel and
been advised of his rights in connection with the negotiation, execution and
delivery of this Agreement including in particular Section 8 of this Agreement.
13. SUBMISSION TO ARBITRATION.
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Except as hereinafter expressly provided, every difference or dispute, of
whatever nature, between the Company and the Employee involving (1) any breach
of this Agreement or (2) any other difference or dispute arising out of, related
to, under or having any connection with this Agreement, shall be settled and
finally determined by arbitration in Charleston, South Carolina in accordance
with the then current commercial arbitration rules of the American Arbitration
Association, and judgment upon any award rendered may be entered in any court
having jurisdiction, including but not limited to the courts of the State of
South Carolina, and the determination of such arbitration proceeding shall be
binding and conclusive upon the parties. Any claim by the Company against the
Employee arising out of, under, or related to, Section 8 of this Agreement,
whether for equitable relief or monetary damages or any combination, is
specifically excluded from arbitration under this Section 13.
IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement on the date first above written.
REVOLUTIONS MEDICAL CORPORATION
By
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▇▇▇ ▇'▇▇▇▇▇, Board Member
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▇▇▇ ▇▇▇▇▇,MD, Board Member
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▇▇▇▇▇▇▇ ▇▇▇▇▇, Employee