Form 10-K 2011 Exhibit 10.41




Exhibit 10.41


EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of January 9, 2012 and effective as of January 1, 2012 (the "Effective
Date"), is made by MyMedicalRecords, Inc., a Delaware corporation and MMRGlobal a Delaware Corporation (collectively the
"Company") and Rafael Salazar (the "Executive").


WITNESSETH:



WHEREAS, the Company desires to continue to employ the Executive as its Vice President Telecommunications & Carrier
Relations;


NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereby covenant and agree as follows:



	Employment

The Company hereby agrees to retain the Executive, and the Executive hereby agrees to be employed by the Company, on an
at-will basis and subject to the additional terms and conditions of this Agreement.


	Term

The term of this Agreement (the "Agreement Term") shall commence on the Effective Date and shall expire on December 31, 2013
(the "Initial Term") unless extended or otherwise terminated pursuant to this Agreement (the "Employment Period"). The Agreement Term
shall be extended automatically for successive additional one-year periods at the expiration of the then-current term unless written notice of
non-extension is provided by the Company to the Executive after appropriate Board resolution at least 60 days prior to the expiration of the
Initial Term or such extended term, as the case may be.


	Responsibilities

The Executive shall provide services as requested by the Company reporting to the Chief Executive Officer ("CEO")
unless otherwise directed by the CEO. The Executive's job description and title(s) may be changed the Company. The Executive agrees to
devote all time, efforts and skills reasonably necessary to the performance of his duties and responsibilities under this Agreement.


	Compensation and Benefits

In consideration of the services rendered by the Executive during the term hereof the Company shall pay Executive the amounts set
forth below.

	Salary.   The Company shall pay the Executive, on a semi-monthly basis, a base salary of $130,000 per year (the
"Base Salary"). The Base Salary shall be subject to an increase as determined by the Board of Directors of the Company from time to time in
its sole discretion, provided that as of each June 1 during the Agreement Term the amount of the Base Salary shall increase by not less than
5% of the then current base salary.






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	Bonus.   The Compensation Committee of the Company shall annually determine whether or not an additional bonus
should be payable to Executive in consideration for services rendered during the prior year.
	Executive Benefits.   The Executive shall also be entitled to (i) health insurance pursuant to the plan made available
generally to employees of the Company; (ii) Four (4) weeks vacation pursuant to the policies of the Company for each 12-month period
during the Employment Period; (iii) reasonable travel expenses incurred in connection with his responsibilities; and (iv) such other benefits
and perquisites that are generally made available to senior executives the Company from time to time.  Executive further agrees to be bound
by the policies and procedures outlined in the Company's Employee Manual.
	Indemnification. The Executive shall be provided with any indemnification rights and indemnification insurance coverage on the
same basis as are provided to other senior executives of the Company.
	Reimbursement of Expenses.   The Company shall reimburse all reasonable business expenses and disbursements
incurred by the Executive in the performance of his duties under this Agreement.



	Termination of Employment

The Employment Period shall be terminated upon the happening of any of the following events, subject to the provisions of this
Agreement applicable to termination of employment under certain circumstances.

	Termination without Cause. Parent or the Company may terminate the Executive's employment hereunder for any reason by
giving the Executive 30 days' advance written notice of such termination. 
	Termination for Cause. Parent or the Company may terminate the Executive's employment hereunder for Cause. For purposes
of this Agreement, the Executive shall be considered to be terminated for "Cause" upon (i) willful breach of the material terms of this
Agreement, (ii) demonstrated fraud in connection with performance of his duties hereunder as determined by a court of competent
jurisdiction; or (iii) the final conviction for, or plea of nolo contendere to, a charge of commission of a felony. However, in no
event shall the Executive's employment be considered to have been terminated for "Cause", unless the Executive receives a copy of a
resolution, duly adopted at a meeting of the Board, identifying in reasonable detail the acts or omissions constituting "Cause", and such acts
or omissions are not cured (to the extent susceptible to cure) by the Executive within 90 days of the receipt of notice of termination and a
copy of such resolution. 
	Resignation without Good Reason. The Executive may voluntarily terminate his employment hereunder for any reason that
does not constitute Good Reason (as set forth below) by giving Parent or the Company 30 days' advance written notice of such termination.







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	Resignation for Good Reason. The Executive may voluntarily terminate his employment hereunder for Good Reason. For
purposes of this Agreement, "Good Reason" shall mean: 

	the assignment to the Executive of any duties materially and adversely inconsistent with the Executive's position and authority as
contemplated by Section 3 hereof; 
	any material failure by Parent or the Company to comply with the compensation and benefits provisions of Section 4 hereof; 
	a Change in Control shall have occurred; or 
	any material breach of this Agreement by the Company. 



In no event shall the Executive be considered to have terminated his employment for "Good Reason" unless and until (i) Parent or the
Company receives written notice from the Executive identifying in reasonable detail the acts or omissions constituting such "Good Reason"
and the provision of this Agreement relied upon by the Executive for such termination, and (ii) such acts or omissions are not cured by Parent
or the Company within 30 days of the Company's receipt of such notice. As used in this section (d), "Change in Control" means the
occurrence of any one or more of the following: (A) any person (which may be individual, a corporation, a limited liability company, an
association, a partnership, an estate, a trust or any other entity or organization) becomes the owner of 50% or more of the voting power of
Parent's capital stock; or (B) a reorganization, merger, consolidation or similar transaction that will result in the transfer of ownership of more
than 50% of voting power of Parent's capital stock or that will result in the issuance of new shares of Parent's capital stock with voting power
equal to more than 50% of the amount of the voting power of Parent capital stock outstanding immediately prior to such issuance; or (C)
liquidation or dissolution of Parent or sale of substantially all of Parent's assets.


	Death or Disability. The Executive's employment hereunder shall terminate upon his death or Disability. For purposes of this
Agreement, "Disability" shall mean the inability of the Executive to perform his duties hereunder on account of physical or mental illness or
incapacity for a period of three months, whether or not consecutive, during any 12-month period. 
	Mutual Agreement. The Executive's employment hereunder may be terminated at any time by mutual written agreement
between the Executive, Parent and the Company. 

	Rights Upon Termination 

In the event the Executive's employment by Parent or the Company is terminated during the Agreement Term, the Executive shall
have the rights provided below.






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	Resignation for Good Reason. In the event the Executive voluntarily terminates his employment hereunder for Good Reason,
the Company shall pay (and Parent shall cause the Company to pay) the Executive an amount equal to the sum of: 


	Three months (or, in the case of a Change of Control, six months) salary at the Executive's rate of pay at the time of termination,
including all benefits payable monthly for three months (or, in the case of a Change of Control, six months); and 
	in respect of his Annual Bonus, the then current amount due, if any, shall be multiplied by a fraction, the numerator of which is the
number of days in the calendar year up to the effective date of termination and the denominator of which is 365. 







	Termination without Cause. In the event the Executive is terminated by Parent or the Company other than for Cause, death or
Disability, the Company shall pay (and Parent shall cause the Company to pay) the Executive an amount equal to the sum of: 


	Three months salary at the Executive's rate of pay at the time of termination; and 
	in respect of his Annual Bonus, the then current amount due, if any. 




Notwithstanding the foregoing, in the event of a material breach by the Executive of any of the restrictive covenants set forth in Section 7
hereof, the Executive shall immediately forfeit all rights to payments made or to be made pursuant to this paragraph (b).

	Resignation without Good Reason: Termination for Cause; Death or Disability. In the event the Executive's employment
hereunder is terminated voluntarily other than for Good Reason, by Parent or the Company for Cause, the Executive shall not be entitled to
receive, and the Company shall have no obligation to provide, any severance payments or benefits under this Agreement
	Other Obligations. The benefits payable to the Executive under this Agreement are not in lieu of any benefits payable
under any employee benefit plan, program or arrangement of Parent or the Company except as specifically provided herein, and upon
termination of employment, the Executive will receive such benefits or payments, if any, as he may be entitled to receive pursuant to the
terms of such plans, programs and arrangements. Except for the obligations of Parent or the Company provided by this Section 6, Parent and
the Company shall have no other obligations to the Executive upon his termination of employment, provided, however, the
amounts payable to the Executive under this Section 6 shall not be subject to mitigation, reduction or offset except in the event of a material
breach by the Executive of any restrictive covenant set forth in Section 7. 



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	Release of Claims. As a condition of the Executive's entitlement to any of the termination rights provided in this Section 6,
Parent and the Company may require the Executive to execute and honor a release of claims in a standard and customary form for
terminations of employment, subject to such modifications as are necessary to reflect the obligations of the parties under this Agreement.






	Restrictive Covenants 

	Nondisclosure of Information. The Executive agrees to receive confidential and proprietary information of Parent and the
Company in confidence and not to disclose such information to others except as authorized by Parent and the Company. Confidential and
Proprietary information shall mean information not generally known to the public that is disclosed to the Executive as a consequence of
employment by Parent and the Company, whether or not pursuant to this Agreement. If the Board determines that it is necessary, the
Executive will execute a separate non-disclosure agreement in a form reasonably acceptable to both Parent and the Company and the
Executive. The provisions of this paragraph (a) shall survive the termination of this Agreement by either party.
	Covenant Not to Compete. The Executive agrees to not, during the Employment Period and for a period of 12 months
thereafter, voluntarily or involuntarily, for any reason whatsoever, directly or indirectly, individually or on behalf of parties not parties to this
Agreement, or as a partner, stockholder, director, officer, principal, agent, employee, or in any other capacity or relationship engage in any
business or employment, or aid or endeavor to assist in any legal entity, which is in competition with the products and/or services of Parent
and the Company within the United States of America or any foreign country where Parent and the Company conduct business. Parent and
the Company and the Executive acknowledge the reasonableness of this covenant not to compete and the reasonableness of the geographic
area and duration of time which is part of this covenant. The provisions of this paragraph (b) shall survive the termination of this Agreement
by either party. 
	Noninterference. The Executive agrees that, during the Employment Period and for a period of 12 months thereafter, he shall
not, on his own behalf or on behalf of any other Person, solicit or in any manner influence or encourage any current or prospective customer,
employee or other Person who has a business relationship with Parent and the Company or any affiliate, to terminate or limit in any way their
relationship with Parent and the Company, or interfere in any way with such relationship. For purposes hereof, (i) the term "Person" is to be
construed in the broadest sense and means and includes any natural person, company, limited liability company, partnership, joint venture,
corporation, business trust, unincorporated organization or any governmental authority, and (ii) a Person shall be considered a "prospective"
customer or employee if Parent and the Company or any affiliate has entered into discussions or otherwise made contact with the Person for
the purpose of any such engagement within the








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six-month period prior to any solicitation by the Executive, and such fact is known or made known to the Executive prior to such solicitation. 


	Enforcement. 

	Executive acknowledges and agrees that the provisions of this Section 7 are reasonable and necessary for the successful operation of
Parent and the Company. Executive further acknowledges that if he breaches any provision of this Section 7, Parent and the Company will
suffer irreparable injury. It is therefore agreed that Parent and the Company shall have the right to enjoin any such breach or threatened
breach, without posting any bond, if ordered by a court of competent jurisdiction. The existence of this right to injunctive and other equitable
relief shall not limit any other rights or remedies that Parent and the Company may have at law or in equity including, without limitation, the
right to monetary, compensatory and punitive damages. In the event of a breach by the Executive of his obligations under this Section 7, in
addition to all other available remedies, the Executive shall forfeit any rights to severance compensation as provided in Section 6(a) hereof. If
any provision of this Section 7 is determined by a court of competent jurisdiction to be not enforceable in the manner set forth herein, the
Executive and Parent and the Company agree that it is the intention of the parties that such provision should be enforceable to the maximum
extent possible under applicable law. If any provisions of this Section 7 are held to be invalid or unenforceable, such invalidation or
unenforceability shall not affect the validity or enforceability of any other provision of this Section 7 (or any portion thereof).
	The Executive specifically acknowledges and agrees that his rights to benefits under any Long-Term Incentive Plan are in consideration
of his covenants under paragraphs (b) and (c) of this Section 7. Therefore, the Executive further acknowledges and agrees that in the event
of a breach by the Executive of his obligations under such covenants, the Executive shall immediately forfeit all rights under the Long-Term
Incentive Plan and shall promptly repay Parent and the Company all amounts previously received




	Miscellaneous

	Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of Parent and the Company,
successors and permitted assignees. This Agreement shall not be assignable by Parent or the Company without the prior written consent of
the Executive. This Agreement and all rights of the Executive hereunder shall inure to the benefit of and be enforceable by the Executive's
personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. 
	Tax Withholding. All compensation payable pursuant to this Agreement shall be subject to reduction by all applicable withholding,
social security and other federal, state and local taxes and deductions. 






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	Board Actions. For purposes of this Agreement, any action or determination required or taken by the Board of Parent shall be made
by the vote of a majority of its members other than the Executive. 
	Entire Agreement; Cancellation of Original Agreement. This Agreement supersedes the Original Agreement in all respects,
provided, however that nothing herein shall be construed so as to deprive Executive or the Company of any accrued rights which either may
have under the Original Agreement. This Agreement sets forth the entire agreement of the Executive and Parent and the Company in respect
of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications,
representations or warranties, whether oral or written, by the parties hereto in respect of the subject matter contained herein. Any amendment
or modification of this Agreement shall not be binding unless in writing and signed by Parent and the Company and the Executive. 
	Severability. In the event that any provision of this Agreement is determined to be invalid or unenforceable, the remaining terms and
conditions of this Agreement shall be unaffected and shall remain in full force and effect, and any such determination of invalidity or
unenforceability shall not affect the validity or enforceability of any other provision of this Agreement. 
	Notices. All notices which may be necessary or proper for either Parent and the Company or the Executive to give to the other shall
be in writing and shall be delivered by hand or sent by registered or certified mail, return receipt requested, or by air courier, and shall be
deemed given when sent, to the respective persons at the addresses set forth in Annex A (or such other address as any party may provide to
the other parties after the date hereof). 
	Governing Law. This Agreement shall be governed by and enforceable in accordance with the laws of the State of California,
without giving effect to the principles of conflict of laws thereof. 
	Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.




[SIGNATURES ON FOLLOWING PAGE]


 

 




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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first set forth above.


 

MyMedicalRecords, Inc.


 

By:   /s/ Robert H. Lorsch 

 Name: Robert H. Lorsch

Title: Chief Executive Officer


 

MMRGlobal, Inc.


 

By: /s/ Robert H. Lorsch 

 Name: Robert H. Lorsch

Title: Chief Executive Officer


 

Rafael Salazar


 

By:  /s/ Rafael Salazar




 

 

 






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