Unassociated Document


    

    


    Executive Services
Agreement

    


    
      
        
          
            	
                    Between:

                  	 
      	
                    Virtual
      Medical Centre.com (ABN 12 097 593 587)

                  
	 
      	 
      	 
      
	
                    And:

                  	 
      	
                    Wayne
      Hughes

                  
	 
      	 
      	 
      
	
                    Position:

                  	 
      	
                    Managing
      Director of Virtual Medical Centre.com and Executive Chairman, Board
      of Directors

                  
	 
      	 
      	 
      
	
                    Location:

                  	 
      	
                    Level
      1, 414 Scarborough Beach Road, Osborne Park WA

                  
	 
      	 
      	 
      
	
                    Reporting
      to:

                  	 
      	
                    Board
      of Directors

                  
	 
      	 
      	 
      
	
                    Commencement
      date:

                  	 
      	
                    1
      June 2007

                  
	 
      	 
      	 
      
	
                    Employment
      status:

                  	 
      	
                    You
      are employed on a permanent full-time basis.  As there is a
      significant amount of travel required of the role, you can expect to work
      outside of normal business hours and on weekends in order to meet the
      expectations of the role.

                  
	 
      	 
      	 
      
	
                    Position
      description:

                  	 
      	
                    Your
      responsibilities as Managing Director are to ensure the success of the
      business through sales of our services, capital raising, financial
      management, promoting and marketing our online medical information and
      educational tools to health professionals in Pharmaceutical organisations,
      and both Private and Public Health Organisations, and to identify and
      follow through on sales opportunities to a successful sale.  You
      will also liaise with relevant professional bodies, and make intellectual
      contributions to the development of the business.  You are also
      to ensure that all legislative requirements of the company are
      met.

                  
	 
      	 
      	 
      
	
                    Gross
      base salary:

                  	 
      	
                    $250,000
      per annum (paid weekly) plus statutory superannuation upon
      appointment.  PLUS

                  
	 
      	 
      	 
      
	 
      	 
      	
                    $30,000
      per annum as an Office Holder on the Board of Directors (Executive
      Chairman)

                  
	 
      	 
      	 
      
	
                    Salary
      increases:

                  	 
      	
                    You
      will be entitled to a 9% salary increase each year, on the anniversary of
      your appointment.  Such increases will be paid to you at a time
      when the company has sufficient working capital.

                  
	 
      	 
      	 
      
	
                    Performance
      bonuses:

                  	 
      	
                    Please
      refer to Attachment 1.

                  
	 
      	 
      	 
      
	
                    Equipment
      provided:

                  	 
      	
                    You
      will be provided with a mobile phone and laptop
  computer.

                  
	 
      	 
      	 
      
	
                    Allowances:

                  	 
      	
                    Car
      allowance of up to $45,000 per annum.

                  
	 
      	 
      	 
      
	
                    Other
      benefits:

                  	 
      	
                    ·

                  	
                    Car
      space provided outside the office.

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    ·

                  	
                    Your
      personal Private Health Insurance will be paid at a fund of our
      choice.

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    ·

                  	
                    Travel
      Insurance and Directors and Company Office Holders Insurance will be
      paid.

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    ·

                  	
                    Memberships
      to the following organisations:

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                    o

                  	
                    Qantas
      Frequent Flyer and The Qantas Club

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                    o

                  	
                    HISA

                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                    o

                  	
                    CHICK

                  
	 
      	 
      	 
      
	
                    Annual
      leave:

                  	 
      	
                    8
      weeks paid pro-rata annual leave per year,
  cumulative.

                  


          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    
      
        
          	
                  Termination
      of employment:

                	 
      	
                  This
      Executive Services Agreement may be terminated by either party as
      follows:

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  ·

                	
                  By
      Mr Hughes providing 3 months written notice.

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  ·

                	
                  By
      Virtual Medical Centre.com:

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  o

                	
                  Providing
      3 months written notice should Mr Hughes be unable to perform his duties
      due to incapacitation or illness for a total of 9 months in any 12 month
      period.

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  o

                	
                  Providing
      1 month’s notice if Mr Hughes is found guilty of any serious breach of
      this Agreement or unreasonably neglects to perform his duties under this
      Agreement.

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  o

                	
                  Summarily
      without notice if Mr Hughes is convicted of any major criminal offence
      which brings the company into and lasting disrepute.  Should
      this occur Mr Hughes will only be entitled to that portion of his
      remuneration that is fixed, and only up until the date of his
      termination.  And

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                  o

                	
                  Without
      reason giving 3 months written notice.  Mr Hughes will be
      entitled to payment of all bonuses earned until the termination date and a
      severance payment of 2 years salary plus an additional 6 months’ salary
      for each completed 5 years of service on his final day of employment with
      the company.  For a period of 2 years after the termination of
      employment, the company will continue to pay Mr Hughes private Health
      Insurance costs and reasonable paid financial planning
      assistance.

                
	 
      	 
      	 
      
	
                  All
      other conditions:

                	 
      	
                  Unless
      otherwise stated in this Agreement, you are entitled to all conditions
      outlined in the Fair Work
      Act 2009.

                


        

      

    

    


    Further,
you are required at all times to comply with the Company’s Code of Conduct and
Constitution.

    


    NONSOLICITATION/CONFIDENTIAL
INFORMATION:

    


    a.
Confidential Business Information.  Confidential Business Information,
as used in this Agreement, includes, but is not limited to, non-public Company
information relating to: manufacturing processes; product formulations; research
and development activities; inventions and inventions in process; expansion or
acquisition plans; existing and prospective marketing plans and activities;
past, existing and future litigation and litigation strategies; the identity of
all customers' key employees, contact persons and requirements; operating costs;
prices and other customer contract provisions; bid or proposal opportunities;
the identities and compensation arrangements of key employees of the Company;
business plans and strategies; and other non-public information which is of
value to the Company or to a competitor, regardless of whether such information
is patented, patentable, copyrighted, or technically classifiable as a trade
secret.

    


    b.
Competitive Business. The term Competitive Business means the manufacture or
provision of the same products or services manufactured or provided by the
Company during Mr Hughes’ employment.

    


    Mr Hughes
agrees that during and for a period of two years after termination of his
employment, whether the termination is voluntary or involuntary and regardless
of the reason therefore, Executive will not solicit or induce, or attempt to
solicit or induce, any employee of the Company to terminate employment or to
become employed by another person or entity which is engaged in a Competitive
Business.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    

    


    Mr Hughes
agrees to hold and safeguard for the benefit of the Company all Confidential
Business Information acquired or developed during the employment relationship.
Mr Hughes will not, without the prior written consent of an officer of the
Company, during the employment term or thereafter, misappropriate, use for his
own advantage, disclose or otherwise make available Confidential Business
Information to any person, except in the good faith performance
of  job duties while employed by the Company to persons having a need
to know such information for the benefit of the Company.

    


    Before
disclosing Confidential Business Information under the compulsion of legal
process, Mr Hughes agrees to give prompt notice to the Company of the fact that
he has been served with legal process which may require the disclosure of such
Information.

    


    Upon
termination of employment, Mr Hughes agrees immediately to return to the Company
all Confidential Business Information in his possession or under his control. Mr
Hughes agrees that he will not retain any copies or reproductions of
Confidential Business Information.

    


    Mr Hughes
agrees, during the two-year period after termination of employment
with  the Company, to notify the Company of any offer of employment,
consulting agreement or ownership opportunity which may involve a Competitive
Business, before accepting such offer and sufficiently in advance thereof to
permit the Company to protect its rights hereunder. Mr Hughes further agrees,
that upon acceptance of any offer to become an employee or consultant of a
Competitive Business, to make full disclosure of the existence and contents of
this Paragraph to the prospective employer or principal, and hereby authorizes
the Company to do the same.

    


    Mr Hughes
recognises that irreparable harm will result to the Company if Mr Hughes were to
breach these covenants. The Company shall have the right, therefore, in addition
to and not in lieu of any other remedies which may be available at law or in
equity, to apply to any Court of competent jurisdiction to restrain, temporarily
and permanently, Mr Hughes from violating these provisions.


    


    GENERAL

    a. This
Agreement will be enforceable by, and shall inure to the benefit of, the
Company, its successors and assigns. The Agreement may be assigned by the
Company to a successor without the prior consent of Mr Hughes.

    


    b. The
failure or refusal of either party to enforce this Agreement or to assert a
violation hereof in a particular situation shall not be, and shall not be
regarded as, a waiver of any other or subsequent breach of the same or any other
provision of this Agreement.

    


    c. This
Agreement may not be modified, amended or terminated orally, but only by a
written agreement which is signed a member of the Board of Directors and by Mr
Hughes.

    


    d. This
Agreement supersedes all prior and contemporaneous agreements which relate to
the terms and conditions of Mr Hughes employment, including any Change in
Control Agreements, except for the Company's benefit plans and compensation
programs offered to executives or employees generally.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    DECLARATION:

     

    I HAVE
READ, UNDERSTOOD AND AGREE WITH THE FOREGOING.  I ACCEPT EMPLOYEMENT
ONTHE ABOVE TERMS AND CONDITIONS.

    


    
      
        
          
            	
                    Mr
      Wayne Hughes:

                  	 
      	
                    VIRTUAL
      MEDICAL CENTRE:

                  
	 
      	 
      	 
      
	/s/
      Wayne Hughes	 
      	/s/
      Andrew Dean
	 
      	 
      	
                    Dr
      Andrew Dean, Director

                  
	 
      	 
      	 
      
	
                    1
      June 2007

                  	 
      	
                    1
      June 2007

                  


          

        

      

    

     

    Virtual
Medical Centre Ltd

     

    PO
Box 1048 Subiaco WA 6904

     

    ABN:  12
097 593 587


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    

     

    
      
        	
                Executive
      Service Agreement – Wayne Hughes

              	
                Attachment
      1

              


      

    

    


    Executive
Performance Bonus Schedule

     

    The key
principles of the Executive Performance Bonus Schedule are to:

     

    
      	
              •

            	
              Link
      executive reward with the strategic goals and sustainable performance of
      the Company;

            


    

    
      
        	
                •

              	
                Apply
      challenging corporate and individual key performance indicators that focus
      on both short term and long term
outcomes;

              


      

    

    
      	
              •

            	
              Motivate
      and recognise superior performers with fair, consistent and competitive
      rewards;

            


    

    
      	
              •

            	
              Remunerate
      fairly and competitively in order to attract and retain top talent;
      and

            


    

    
      	
              •

            	
              Recognise
      capabilities and promote opportunities for career and professional
      development.

            


    

     

    Executives
can avail of the following bonuses, based on company performance:

     

    
      	
               
      

            	
              1.

            	
              Membership
      bonuses

            


    

     

    The
following are one-off bonuses, to be paid on achieving the following
milestones:

     

    
      
        
          
            
              
                	
                        #

                        subscribers

                      	 
      	
                        Applicable bonus

                      
	
                        25,000

                      	 
      	
                        Option
      over 100,000 shares at $0.16 (exercisable within 4 years from the date
      of  grant)

                      
	
                        50,000

                      	 
      	
                        Option
      over 100,000 shares at $0.16 (exercisable within 4 years from the date
      of  grant)

                      
	
                        75,000

                      	 
      	
                        Option
      over 100,000 shares at $0.16 (exercisable within 4 years from the date
      of  grant)

                      
	
                        100,000

                      	 
      	
                        Option
      over 100,000 shares at $0.16 (exercisable within 4 years from the date
      of  grant)

                      
	
                        250,000

                      	 
      	
                        Option
      over 100,000 shares at $0.16 (exercisable within 4 years from the date
      of  grant)

                      
	
                        500,000

                      	 
      	
                        Option
      over 100,000 shares at $0.16 (exercisable within 4 years from the date
      of  grant)

                      
	
                        1,000,000

                      	
                          

                      	
                        Option
      over 100,000 shares at $0.16 (exercisable within 4 years from the date
      of  grant)

                      


              

            

          

        

      

    

     

    
      	
               
      

            	
              2.

            	
              Website traffic
      bonuses

            


    

     

    The
following are one-off bonuses, to be allocated once the following milestones
have been sustained over a 6-month period:

     

    
      
        
          
            
              
                	
                        # unique

                        visitors

                      	 
      	
                        Applicable bonus

                      
	
                        300,000

                      	 
      	
                        Option
      over 100,000 shares at $0.16 (exercisable within 4 years from the date
      of  grant)

                      
	
                        500,000

                      	 
      	
                        Option
      over 100,000 shares at $0.16 (exercisable within 4 years from the date
      of  grant)

                      
	
                        750,000

                      	 
      	
                        Option
      over 100,000 shares at $0.16 (exercisable within 4 years from the date
      of  grant)

                      
	
                        1,000,000

                      	 
      	
                        Option
      over 100,000 shares at $0.16 (exercisable within 4 years from the date
      of  grant)

                      
	
                        2,000,000

                      	
                          

                      	
                        Option
      over 100,000 shares at $0.16 (exercisable within 4 years from the date
      of  grant)

                      


              

            

          

        

      

    

    


    
      	
               
      

            	
              3.

            	
              Successful
      public listing within 4 years (by 1 June 2011): Granted 250,000 company
      shares on date of company float.

            


    

     

    
      	
               
      

            	
              4.

            	
              Annually,
      upon meeting or exceeding the Net After-Tax Profit target (as agreed by
      the Board), the Managing Director receives a one-off payment equivalent to
      15% of the gross base salary.

            


    

     

    Signed:

    


    
      
        	      
                /s/
      Wayne Hughes

              	 
      	/s/
      Andrew Dean	
                       Date:  1
      June 2007

              
	
                Wayne
      Hughes

              	 
      	
                Dr
      Andrew Dean, Director