EXHIBIT
10.3


 


EMPLOYMENT
AGREEMENT


 


THIS
AGREEMENT is made effective the 17th day of January, 2008, between APOTHECARYRX,
LLC, an Oklahoma limited liability company (the “Company”) and ARIC GREENBERG,
an individual (the “Manager”).


 


W
I T N E S S E T H :


 


WHEREAS,
the Company desires to retain the services of the Manager and the Manager
desires to make the Manager’s services available to the Company.


 


NOW
THEREFORE, in consideration of the mutual promises herein contained, the
Company and the Manager agree as follows:


 


1.                  Employment. The Company hereby employs the Manager and the Manager hereby accepts
employment subject to the terms and conditions contained in this Agreement. The
Manager is engaged as an employee of the Company, and the Manager and the Company
do not intend to create a joint venture, partnership or other relationship
which might impose a fiduciary obligation on the Manager or the Company in the
performance of this Agreement.


 


2.                 Manager’s Duties. The Manager is employed on a full-time
basis. The Manager will use the Manager’s best efforts and due diligence to
achieve the most profitable operation of the Company and the Company’s
subsidiary corporations, partnerships and entities which is consistent with
developing and maintaining a quality business operation.


 


1.                    Specific Duties. Initially, the Manager will serve as
manager of the Company’s pharmacy in Decatur, Illinois, known as “Rambo
Pharmacy.” The Manager will perform all of the services required to fully and
faithfully execute the positions to which the Manager is appointed and such
other services as may be reasonably directed by the Manager’s supervisor.


 


2.                                       Supervision. The services of the Manager will be requested and directed by Mr.
James A. Cox, RPh, or such person as Mr. Cox or the President of the Company
may direct.


 


3.                    Other Activities. Unless the Manager has obtained the prior
written approval of the President of the Company, the Manager will not: (a)
engage in business independent of the Manager’s employment by the Company; (b)
serve as an officer, director, general partner or member in any corporation,
partnership, limited liability company or firm; or (c) directly, indirectly or
through any Affiliate (as hereinafter defined), invest in, participate in or
acquire an interest in any Pharmacy Business (as hereinafter defined). For
purposes of this Agreement, the terms: (x) “Pharmacy Business” means owning,
managing, operating, controlling, engaging in or being connected as a partner, investor,
stockholder, creditor, guarantor, advisor, employee, independent contractor or
consultant in the business of selling pharmaceutical and over-thecounter drugs
and related merchandise; (y) “Affiliate” means as to any Person (as hereinafter
defined), each other person that directly or indirectly (through one [1] or
more intermediaries) controls, is controlled by or is under common control with
such person; and (z) “Person” means an individual, corporation, partnership,
association, joint stock company, trust, associate (as defined in regulations
promulgated by the Securities Exchange Commission) or other legally
recognizable entity. The limitation in this paragraph 3 will not prohibit any
investment by the Manager in securities which are listed on a public exchange
or the National Association of Securities Dealers Automated Quotation System and
issued by a company, firm, corporation, partnership, trust or other entity involved
in the Pharmacy Business, provided that the Manager, the Manager’s family and
Affiliates own in the aggregate not more than five percent (5%) of the
outstanding voting securities of the entity.


 


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4.                    Manager’s Compensation. The Company agrees to
compensate the Manager as follows:


 


1.                    Base Salary. The Company will pay a base salary (the “Base Salary”) to the Manager
at the bi-weekly rate of $4,615.38 for full-time work in month one and the
bi-weekly rate of $2,307.69 for half-time work in months two and three.
Payments will be made on the Company’s regular pay days.


 


2.                    Compensation Review. The compensation of the Manager will be
reviewed not less frequently than annually by the Managers of the Company. The compensation
of the Manager prescribed by paragraph 4 of this Agreement may be increased or
decreased at the discretion of the board of directors of the Company.


 


5.                    Term. The employment relationship evidenced by this Agreement is an at-will
employment relationship and each of the parties may terminate this Agreement at
any time as provided below. Unless earlier terminated pursuant to this
paragraph 5, this Agreement will extend for a term of three (3) months
commencing on the date hereof.


 


1.                    Termination by Company. The Company will have the following rights
to terminate this Agreement:


 


1.                    Termination without Cause. The Company may terminate this Agreement without
cause at any time by the service of written notice of termination to the
Manager specifying an effective date of such termination not earlier than
thirty (30) days after the date of such notice. In the event the Manager is
terminated without cause, the Company will not have any obligation to provide
any further payments or benefits to the Manager at the effective date of such
termination.


 


2.                                       Termination for Cause. The Company may terminate this Agreement
for cause if the Manager commits malfeasance including, without limitation:


 


(a) misappropriating the
property of the Company or committing any other act of dishonesty; (b) engaging
in personal misconduct which injures or could injure the Company; (c) willfully
violating any law or regulation relating to the business of the Company; (d)
willfully and repeatedly failing to perform the Manager’s duties hereunder; (e)
willfully violating this Agreement; and (f) failing to maintain the ability to
participate as a Medicare/Medicaid Provider. In the event this Agreement is
terminated for cause, the Company will not have any obligation to provide any
further payments or benefits to the Manager after the effective date of such
termination.


 


2.                    Termination by Manager. The Manager may voluntarily terminate this Agreement
with or without cause by serving written notice of such termination to the
Company specifying an effective date of such termination not later than thirty
(30) days after the date of such notice. In the event this Agreement is
terminated by the Manager, the Company will not have any obligation to provide
any further payments or benefits to the Manager after the effective date of
such termination.


 


3.                    Incapacity of Manager. If the Manager suffers from a physical or
mental condition which in the reasonable judgment of the Company’s Managers
prevents the Manager from performing the duties specified herein for a period
of one consecutive month, the Manager may be terminated. Although the
termination will be deemed to be a termination with cause, the Manager will
receive as termination compensation: (a) any benefits payable under any
disability plans under paragraph 4.2 of this Agreement; and (b) the benefits
described in paragraph 4.2 of this Agreement accrued through the effective date
of such termination.


 


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4.                    Death of Manager. If the Manager dies during the term of this
Agreement, the Company may thereafter terminate this Agreement without
compensation to the Manager’s estate except for the benefits described in
paragraph 4.2 of this Agreement accrued through the effective date of such
termination.


 


5.                    Effect of Termination. The termination of this Agreement will
terminate all obligations of the Manager to render services on behalf of the
Company under this Agreement, provided that: (a) the Manager will maintain the
confidentiality of all information acquired by the Manager during the term of
this Agreement; and (b) the Manager’s obligations under and the provisions of
paragraphs 6, 7 and 8 of this Agreement will survive termination. The
termination of this Agreement will have no effect on the obligations of the
Manager under any other agreement. Except as otherwise provided in paragraph 5
of this Agreement, no accrued bonus, severance pay or other form of compensation
will be payable by the Company to the Manager by reason of the termination of
this Agreement. All keys, credit cards, files, records, financial information,
furniture, furnishings, equipment, supplies and other items relating to the
Company will remain the property of the Company. The Manager will have the
right to retain and remove all personal property and effects which are owned by
the Manager and located in the offices of the Company. All such personal items will
be removed from such offices no later than fourteen (14) days after the
effective date of termination, and the Company is hereby authorized to discard
any items remaining. Prior to the effective date of termination, the Manager
will render such services to the Company as might be reasonably required to
provide for the orderly termination of the Manager’s employment.


 


6.                    Confidentiality. The Manager recognizes that the nature of
the Manager’s services are such that the Manager will have access to information
which constitutes trade secrets, is of a confidential nature, is of great value
to the Company or is the foundation on which the business of the Company is
predicated. The Manager agrees not to disclose to any person other than the
Company’s pharmacists or the Company’s legal counsel nor use for any purpose,
other than the performance of this Agreement, any information, data or material
(regardless of form) which is (the “Confidential Information”): (a) a trade
secret; (b) provided, disclosed or delivered to the Manager by the Company, any
officer, director, pharmacist, agent, attorney, accountant, consultant or other
person or entity employed by the Company in any capacity, any customer, borrower
or business associate of the Company or any public authority having
jurisdiction over the Company of any business activity conducted by the
Company; or (c) produced, developed, obtained or prepared by or on behalf of
the Manager or the Company (whether or not such information was developed in
the performance of this Agreement) with respect to the Company or any assets,
Pharmacy Business prospects, business activities, officers, directors,
pharmacists, borrowers or customers of the foregoing. On request by the
Company, the Company will be entitled to a copy of the Confidential Information
in the possession of the Manager. The Manager also agrees that the provisions
of this paragraph 6 will survive the termination, expiration or cancellation of
this Agreement and that on termination, expiration or cancellation of this
Agreement, the Manager will deliver to the Company all originals and copies of
the information, data and material containing such information. For purposes of
paragraphs 6 and 7 of this Agreement, the term Company expressly includes any
of the Company’s affiliated corporations, partnerships or entities.


 


7.                    Proprietary Matters. The Manager expressly understands and
agrees that any and all improvements, inventions, discoveries, processes or
know-how that are generated or conceived by the Manager during the term of this
Agreement, whether generated or conceived during the Manager’s regular working
hours or otherwise, will be the sole and exclusive property of the Company.
Whenever requested by the Company (either during the term of this Agreement or
thereafter), the Manager will assign or execute any and all applications,
assignments and or other instruments and do all things which the Company deems
necessary or appropriate in order to permit the Company to: (a) assign and
convey or otherwise make available to the Company the sole and exclusive right,
title and interest in and to said improvements, inventions, discoveries, processes,
know-how, applications, patents, copyrights, trade names or trademarks; or (b)
apply for, obtain, maintain, enforce and defend patents, copyrights, trade
names or trademarks of the United States or of foreign countries for said
improvements, inventions, 


 


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discoveries, processes or know-how. The
Manager further agrees that the provisions of this paragraph 7 will survive
termination, expiration or cancellation of this Agreement.


 


8.                    Non-Compete. For the period commencing on the effective date of this Agreement and
ending on the date which is one (1) year after the termination of the Manager’s
employment under this Agreement for any reason, the Manager will not directly
or indirectly (as an individual, pharmacist, owner, manager, director,
consultant, agent or in any other capacity whatsoever):


 


1.                    In connection with any aspect of a Pharmacy
Business, recruit, hire, assist others in recruiting or hiring, discuss
employment with or refer to others for employment any person who at such time
is or, during the twelve (12) months prior to the termination of the Manager’s
employment, was an employee of the Company or any of the Company’s Affiliates;
or


 


2.                    In connection with any aspect of a Pharmacy
Business, solicit the customers, acquisition prospects, suppliers, dealers, or
independent salespersons of the Company or any of the Company’s Affiliates or
induce or attempt to induce any such customer, acquisition prospect, supplier,
dealer or independent salesperson to discontinue their relationship with the
Company or any of the Company’s Affiliates.


 


It is understood and agreed that the scope of
each of the covenants contained in this paragraph 8 is reasonable as to time,
area and persons and is necessary to protect the legitimate business interests
of the Company. It is further agreed that such covenants will be regarded as
divisible and will be operative as to time, area and persons to the extent such
provisions may be operative under applicable law.


 


9.                    Arbitration. The parties will attempt to promptly resolve any dispute or
controversy arising out of or relating to this Agreement or termination of the
Manager by the Company. Any negotiations pursuant to this paragraph 9 are
confidential and will be treated as compromise and settlement negotiations for
all purposes. If the parties are unable to reach a settlement amicably, the
dispute will be submitted to binding arbitration before a single arbitrator in
accordance with the Employment Dispute Resolution Rules of the American
Arbitration Association. The arbitrator will be instructed and empowered to
take reasonable steps to expedite the arbitration and the arbitrator’s judgment
will be final and binding upon the parties subject solely to challenge on the
grounds of fraud or gross misconduct. Except for damages arising out of a
breach of paragraphs 6 or 7 of this Agreement, the arbitrator is not empowered
to award total damages (including compensatory damages) which exceed 300% of
compensatory damages and each party hereby irrevocably waives any damages in
excess of that amount. The arbitration will be held in Macon County, Illinois.
Judgment upon any verdict in arbitration may be entered in any court of
competent jurisdiction and the parties hereby consent to the jurisdiction of,
and proper venue in, the federal and state courts serving such County. Each
party will bear its own costs in connection with the arbitration and the costs
of the arbitrator will be borne by the party who the arbitrator determines did
not prevail in the matter. Unless otherwise expressly set forth in this
Agreement, the procedures specified in this paragraph 9 will be the sole and
exclusive procedures for the resolution of disputes and controversies between
the parties arising out of or relating to this Agreement. Notwithstanding the
foregoing, a party may seek a preliminary injunction or other provisional
judicial relief if in such party’s judgment such action is necessary to avoid
irreparable damage or to preserve the status quo.


 


10.                 Miscellaneous. The parties further agree as follows:


 


1.                    Time. Time is of the essence of each provision of this Agreement.


 


2.                    Notices. Any notice, payment, demand or communication required or permitted to
be given by any provision of this Agreement will be in writing and will be
deemed to have been given when delivered personally or by telefacsimile to the party
designated to receive such notice, or on the date following the day sent by
overnight courier, or on the third (3rd) business day after the same is sent by
certified mail, postage and charges prepaid, directed to the following address
or to 


 


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such other or additional
addresses as any party might designate by written notice to the other party:


 


	
  To the Company:

  	
   

  	
  ApothecaryRx, LLC

  
	
   

  	
   

  	
  C/o Mr. Lewis P. Zeidner,
  President

  
	
   

  	
   

  	
  5500 Wayzata Boulevard,
  Suite 210

  
	
   

  	
   

  	
  Golden Valley, Minnesota
  55416

  
	
   

  	
   

  	
  Fax:  (763) 647-1137

  
	
  To the Manager:

  	
   

  	
  Aric Greenberg

  
	
   

  	
   

  	
  249 S. Linden

  
	
   

  	
   

  	
  Decatur, Illinois 62522

  



 


3.                    Assignment. Neither this Agreement nor any of the parties’ rights or obligations hereunder
can be transferred or assigned without the prior written consent of the other
parties to this Agreement.


 


4.                    Construction. If any provision of this Agreement or the
application thereof to any Person or circumstances is determined, to any
extent, to be invalid or unenforceable, the remainder of this Agreement, or the
application of such provision to Persons or circumstances other than those as
to which the same is held invalid or unenforceable, will not be affected
thereby, and each term and provision of this Agreement will be valid and
enforceable to the fullest extent permitted by law. This Agreement is intended
to be interpreted, construed and enforced in accordance with the laws of the
State of Illinois.


 


5.                    Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter herein
contained, and no modification hereof will be effective unless made by a
supplemental written agreement executed by all of the parties hereto.


 


6.                    Binding Effect. This Agreement will be binding on the
parties and their respective successors, legal representatives and permitted
assigns.


 


7.                    Attorneys’ Fees. If any party institutes an action or
proceeding against any other party relating to the provisions of this Agreement
or any default hereunder, the unsuccessful party to such action or proceeding
will reimburse the successful party therein for the reasonable expenses of
attorneys’ fees and disbursements and litigation expenses incurred by the
successful party.


 


[Signature
Pages Follow]


 


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SIGNATURE
PAGE TO EMPLOYMENT AGREEMENT


 


IN WITNESS WHEREOF, this
Agreement has been executed by the parties effective the date first above
written.


 


	
   

  	
  /S/ ARIC GREENBERG

  	
   

  
	
   

  	
  ARIC GREENBERG,
  individually

  
	
   

  	
  (the “Manager”)

  



 


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SIGNATURE
PAGE TO EMPLOYMENT AGREEMENT


 


IN WITNESS WHEREOF, this
Agreement has been executed by the parties effective the date first above
written.


 


	
   

  	
  APOTHECARYRX, LLC, an

  
	
   

  	
  Oklahoma limited liability
  company

  
	
   

  	
   

  
	
   

  	
  By

  	
  /S/ LEWIS P. ZEIDNER

  	
   

  
	
   

  	
  Lewis P. Zeidner,
  President

  
	
   

  	
  (the “Company”)

  



 


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