EMPLOYMENT AGREEMENT


 


 


THIS
AGREEMENT, made and entered into this 10th day of January, 2013, by and between OptimizeRx Corporation, a Nevada Company, hereinafter
referred to as "Employer' and Shad Stastney, hereinafter referred to as the "Employee".


 


Recitals

The Employer is engaged in the business of developing and marketing healthcare technology and services, and desires the Employee
as Chairman and Chief Executive Officer.




IT IS THEREFORE AGREED:


 


Term
of Employment
 The Employer hereby employs the Employee and the Employee hereby accepts employment with the Employer
beginning on January 10, 2013.


 


Duties
of Employee


Employee
shall perform such duties as are consistent with the duties of Chairman and Chief Executive Officer, as approved by the Board
of Directors of the Company. These duties include, but are not limited to:


 


Providing
leadership to position the company at the forefront of the industry.


Developing
and overseeing execution of a strategic plan to advance the company's mission and objectives and to maximize revenue, profitability
and growth as an organization.


Oversee
company operations to insure efficiency, quality, service, and cost-effective management of resources.


Reviewing
activity reports and financial statements to determine progress and status in attaining objectives and revising objectives and
plans in accordance with current conditions.


Updating
and engaging company’s Board of Directors


 


Change
in Duties
 The principal duties of the Employee, as specified in above paragraph of this agreement (Duties of
Employee), may be changed at any time by the mutual consent of the Employer and the Employee. Notwithstanding any such
change, the employment of the Employee shall be construed as continuing under this Agreement as modified


 


Enact
of Disability
 If the Employee at any time during the term of this Agreement should be unable to perform his duties
under this Agreement because of personal injury, illness, or any other cause, the Employer may assign the Employee to other
duties, and the compensation to be paid thereafter to the Employee shall be determined by the Employer in its sole
discretion. If the Employee is unwilling to accept the modification in duties and compensation made by the Employer, or
if the Employee's inability to perform is of such extent as to make a modification of duties hereunder not feasible, this
Agreement shall terminate upon the completion of its term, with no renewal.


 


Place
of Work
 At the commencement of this employment, the Employee shall perform his duties at the office of the Employer located
at 400 Water Street, Suite 200, Rochester, Ml 48307, or work at such other place or places as may be determined by the
Employer to best meet the employee’s duties.


 


Engaging
in Other Businesses


Employer
recognizes that Employee is actively involved in other business as board member or advisor, and that therefore, the Employee shall
devote the necessary time, ability, and attention to the business of the Employer as he and the Board of Directors mutually deem
necessary to carry out duties.



    	 



    	 



    
Compensation

As compensation for services rendered under this Agreement, the Employee shall be entitled to receive from the Employer:


 


		a.	a
                                                                                                                             salary
                                                                                                                             of
                                                                                                                             $175,000
                                                                                                                             per
                                                                                                                             year,
                                                                                                                             payable
                                                                                                                             in
                                                                                                                             semi-monthly
                                                                                                                             installments
                                                                                                                             in
                                                                                                                             which
                                                                                                                             such
                                                                                                                             payment
                                                                                                                             becomes
                                                                                                                             due,
                                                                                                                             prorated
                                                                                                                             for
                                                                                                                             any
                                                                                                                             partial
                                                                                                                             employment
                                                                                                                             period.
                                                                                                                             Such
                                                                                                                             salary
                                                                                                                             shall
                                                                                                                             be
                                                                                                                             accrued
                                                                                                                             but
                                                                                                                             deferred
                                                                                                                             until
                                                                                                                             the
                                                                                                                             later
                                                                                                                             of
                                                                                                                             (i)
                                                                                                                             January
                                                                                                                             1,
                                                                                                                             2014,
                                                                                                                             and
                                                                                                                             (ii)
                                                                                                                             the
                                                                                                                             date
                                                                                                                             on
                                                                                                                             which
                                                                                                                             Vicis
                                                                                                                             Capital
                                                                                                                             Master
                                                                                                                             Fund’s
                                                                                                                             stake
                                                                                                                             has
                                                                                                                             been
                                                                                                                             fully
                                                                                                                             redeemed,
                                                                                                                             at
                                                                                                                             which
                                                                                                                             time
                                                                                                                             such
                                                                                                                             accrued
                                                                                                                             salary
                                                                                                                             shall
                                                                                                                             be
                                                                                                                             payable,
                                                                                                                             and
                                                                                                                             such
                                                                                                                             ongoing
                                                                                                                             salary
                                                                                                                             will
                                                                                                                             be
                                                                                                                             paid
                                                                                                                             semi-monthly
                                                                                                                             in
                                                                                                                             cash.



		b.	Options
                                                                                                                             to
                                                                                                                             acquire
                                                                                                                             two
                                                                                                                             million
                                                                                                                             (2,000,000)
                                                                                                                             shares
                                                                                                                             of
                                                                                                                             OPRX
                                                                                                                             common
                                                                                                                             stock
                                                                                                                             at
                                                                                                                             an
                                                                                                                             exercise
                                                                                                                             price
                                                                                                                             per
                                                                                                                             share
                                                                                                                             of
                                                                                                                             $1.00,
                                                                                                                             with
                                                                                                                             a
                                                                                                                             term
                                                                                                                             of
                                                                                                                             5
                                                                                                                             years,
                                                                                                                             and
                                                                                                                             with
                                                                                                                             such
                                                                                                                             other
                                                                                                                             terms
                                                                                                                             and
                                                                                                                             conditions
                                                                                                                             as
                                                                                                                             are
                                                                                                                             customary
                                                                                                                             for
                                                                                                                             executive
                                                                                                                             stock
                                                                                                                             options
                                                                                                                             and
                                                                                                                             consistent
                                                                                                                             with
                                                                                                                             the
                                                                                                                             Company’s
                                                                                                                             existing
                                                                                                                             stock
                                                                                                                             option
                                                                                                                             grants.
                                                                                                                             Such
                                                                                                                             options
                                                                                                                             shall
                                                                                                                             be
                                                                                                                             immediately
                                                                                                                             vested,
                                                                                                                             but
                                                                                                                             shall
                                                                                                                             not
                                                                                                                             be
                                                                                                                             exercisable
                                                                                                                             until
                                                                                                                             the
                                                                                                                             later
                                                                                                                             of
                                                                                                                             (i)
                                                                                                                             January
                                                                                                                             1,
                                                                                                                             2014,
                                                                                                                             and
                                                                                                                             (ii)
                                                                                                                             the
                                                                                                                             date
                                                                                                                             on
                                                                                                                             which
                                                                                                                             Vicis
                                                                                                                             Capital
                                                                                                                             Master
                                                                                                                             Fund’s
                                                                                                                             stake
                                                                                                                             has
                                                                                                                             been
                                                                                                                             fully
                                                                                                                             redeemed.



 


Employee
Benefit Plans
 The Employee shall be entitled to participate in any qualified pension plan, qualified profit sharing plan,
medical or dental reimbursement plan, group term life insurance plan, or any other employee benefit plan which is presently
existing or which may be established in the future by the Employer. Such right to participation shall be in accordance with the
terms of the particular
 plans involved. 


 


Paid
Vacations
 The Employee shall immediately have an annual vacation leave of 4 weeks paid vacation. When your third year
of service is completed an additional week of vacation will be added. The time for such vacation shall be selected by the Employee,
but must be approved by the Employer.


 


Paid
Holidays
 Employee shall be entitled to full payment on each holiday of the 9 holidays as identified by the Employer. These
are:


 


New
Years Day

Memorial Day

Independence Day - 4th of July

Labor Day

Thanksgiving Day

Day after Thanksgiving

Christmas Eve

Christmas Day

(1) Floating Holiday



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Termination
of Employment


 


The
term of this agreement shall be one year, and shall be deemed to have automatically renewed for a second year unless the Board
of Directors shall notify Employee of its intent not to renew at least 30 days prior to the end of the initial term. The Board
of Directors can terminate Employment for any reason, with or without cause by giving Employee thirty (30) days’ notice
in writing, and then paying severance consisting of 3 months’ salary plus one additional month salary for each year (or
pro rated portion thereof) of completed service to the Company, in addition to all accrued vacation or personal days, and any
unused or pro-rated Professional Development Leave.


 


COVENANTS


A.
Non-Disclosure of Trade Secrets, Customer Lists and Other Proprietary Information
 Employee agrees not to use, disclose
or communicate, in any manner, proprietary information about Employer, its operations, clientele, or any other proprietary information,
that relate to the business of Employer. This includes, but is not limited to, the names of Employer's customers, its marketing
strategies, operations, or any other information of any kind which would be deemed confidential or proprietary information of
Employer.


 


To
the extent Employee feels that they need to disclose confidential information, they may do so only after being authorized to so
do in writing by Employer.


 


B.
Non-Solicitation Covenant


Employee
agrees that for a period of one year following termination of employment, for any reason whatsoever, Employee will not solicit
customers or clients of Employer. By agreeing to this covenant, Employee acknowledges that their contributions to Employer
are unique to Employer's success and that they have significant access to Employer's trade secrets and other confidential
or proprietary information regarding Employer's customers or clients.


 


C.
Non-Recruit Covenant


Employee
agrees not to recruit any of Employer's employees for the purpose of any outside business either during or for a period of one
year after Employee's tenure of employment with Employer. Employee agrees that such effort at recruitment also constitutes
a violation of the non-solicitation covenant set forth above.


 


D.
Adherence to Employer’s Policies, Procedures, Rules and Regulations


Employee
agrees to adhere by all at the policies, procedures, rules and regulations set forth by the Employer. These
policies, procedures, rules and regulations include, but are not limited to, those set forth within the Employee Handbook,
any summary benefit plan descriptions, or any other personnel practices or policies or Employer. To the extent that
Employer's policies, procedures, rules and regulations conflict with the terms of this Agreement, the specific terms of this
Agreement will control.


 


Severance
Pay
 In the event of the termination of this Agreement prior to the completion of the term of the employment specified
herein, the Employee shall be entitled to the compensation that would have been earned by him through the then-applicable termination
date, including both cash and non-cash compensation.


 


Paid
Sick Leave


The
Employee shall be entitled to 3 days per year as sick leave with full pay.



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Business
Expenses


The
Employer, in accordance with the rules and regulations that it may issue from time to time, shall reimburse the Employee for business
expenses properly incurred during the performance of his duties.


 


Amendment
and Waiver


Any
provision of this Agreement may be altered or amended by a written document signed by both parties hereto setting forth such alteration
or amendment without affecting the obligations the failure to enforce any provision or obligation under this Agreement shall not
constitute a waiver thereof or serve as a bar to the subsequent enforcement of such provision or obligation or any other provision
or obligation under this Agreement.


 


Survival
of Covenants
 This Agreement shall be binding upon any successors or heirs or representatives of the parties hereto.
The restrictive covenants and promises of the Employee contained in this Agreement shall survive any termination or
rescission of this Agreement unless the Employer executes a written agreement specifically releasing the Employee from such
covenants.


 


Governing
Law


This
Agreement is to be construed in accordance with the laws of the State of Michigan.


 


Construction


Throughout
this Agreement, the use of the singular number shall be construed to include the plural, the plural the singular, and the use
of any gender shall include all genders, whenever required by the context.


Obligation
to Execute Documents


Each
party to this Agreement shall, from time to time, upon request by the other Party, execute any additional documents which reasonably
may be required to effectuate the purposes of this Agreement.


 


Severability

If any provision of this Agreement is held invalid by any tribunal in a final decision from which no appeal is or can be
taken, such provision shall be deemed modified to eliminate the invalid element, and, as so modified, such provision shall be
deemed a part of this Agreement- If if is not possible to modify any such provision to eliminate the invalid element, such
provision shall be deemed eliminated from this Agreement. The invalidity of any provision of this Agreement shall not affect
the force and effect of the remaining provisions.


 


Notices
and Written Consents
 Alt notices or written consents to be given hereunder by either party to the other may be
affected either by personal delivery or by registered or certified mail, return receipt requested. When mailed, notices or
written consents shall be addressed to the Parties at the addresses appearing above, unless a party has notified the other
party of a change in address. Personal delivery to the Employer of any notice or written consent may be affected by Personal
delivery to the Employee's immediate supervisor at his place of employment. Notice shall be considered communicated, and
consent shall be considered given, as of the date it is actually received.



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Executed
at 400 Water Street, Suite 200, Rochester, Michigan 48307 on the day and year first above written.


 


 


The
Employer and Employee agree:


 





	OptimizeRx Corporation:	Employee:
	

    /s/ David Harrell	 /s/ Shad Stastney
	By: David Harrell on Behalf of Board	Shad Stastney







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