ex10_1.htm


    EMPLOYMENT
AGREEMENT

    


    


    THIS AGREEMENT made as of
January 29, 2009

    


    BETWEEN:

    


    SKINVISIBLE PHARMACEUTICALS,
INC.

    6320 S. Sandhill Rd., Suite
10

    Las Vegas, Nevada 89120

    (The “Corporation”)

    OF THE FIRST PART

    


    AND

    TERRY HOWLETT

    356 Vincents Hollow Circle

                                   
Henderson, Nevada 89052

    (The “Employee”, “Him”, “His”,
“He”)

    


    OF THE SECOND PART

    


    WHEREAS:

    


    
      	
              A.  

            	
              The
      Company and the Employee (“Parties”) have agreed to enter into this
      Agreement (“Agreement”) relating to the employment of the Employee by the
      Company.

            


    

    


    
      	
              B.  

            	
              The
      Employee has agreed to provide such services as an Employee upon the terms
      and conditions hereinafter set
forth.

            


    

    


    


    NOW THIS AGREEMENT WITNESSES
that in consideration of the mutual promises, covenants and agreements
herein contained, the Parties hereto agree as follows:

    


    
      	
              1.  

            	
              Engagement of
      Employee

            


    

    


    
      	
              1.1  

            	
              The
      Corporation hereby engages the Employee as President & CEO of the
      Corporation and the Employee hereby accepts such
    employment.

            


    

    


    
      	
              1.2  

            	
              The
      Employee shall perform all such acts and do all such things as and when
      the same may be necessary to properly and efficiently carry out the duties
      of President & CEO of the Corporation which duties shall include but
      shall not be limited to:

            


    

    
      	
              i.  

            	
              advising
      the Board of Directors on business development issues, opportunities and
      direction;

            


    

     

    
      	
              ii.  

            	
              exercising
      general direction and supervision over all activities of the
      Corporation;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              iii.  

            	
              generally
      at all times abiding by all lawful directions given Him by the Board of
      Directors of the Corporation.

            


    

     

    
      	
              1.3  

            	
              The
      Employee shall at all times use His best effort to advance the interests
      of the Corporation, and shall faithfully, industriously, and to the best
      of His abilities; act as an Employee of the Corporation in accordance with
      the terms and conditions of this
Agreement.

            


    

    


    
      	
              1.4  

            	
              The
      Employee warrants and represents to the Corporation that He is not party
      to any agreement or subject to any court order, which would prevent the
      Employee from providing the
services.

            


    

    


    
      	
              2.  

            	
              Remuneration

            


    

    


    
      	
              2.1  

            	
              Salary.
      The Company shall pay the Employee a gross salary (before standard
      deductions) of $160,000 per year (the “Salary”) in consideration of the
      duties performed by the Employee. The Company shall make all payments in
      respect of the Salary to the Employee in equal installments on a
      bi-monthly basis commencing on the first payroll date of the Company after
      the date hereof.  The Employee’s Salary shall be reviewed on an
      annual basis in each year of this Agreement during the term of this
      Agreement beginning January 1,
2010.

            


    

    


    
      	
              2.2  

            	
              Bonus.  The
      Employee will be eligible to receive a company incentive bonus (“Bonus”)
      for the following:

            


    

    


    
      	
              i.  

            	
              For
      any product or technology license fee, the Employee will receive 1% on any
      amounts less than or equal to $1 million and 1⁄2 % on any balance
      and;

            


    

     

    
      	
              ii.  

            	
              If
      no license fee is paid, the Employee will receive 1% of royalty fees
      and;

            


    

     

    
      	
              iii.  

            	
              The
      Employee will receive 1% of all financing and loans generated for the
      Company not exceeding 50% of his Salary
and;

            


    

     

    
      	
              iv.  

            	
              If
      the Company is acquired (“Change of Control”), as defined in Section 4.5,
      the Employee shall receive a bonus of 1% of the acquisition price of the
      Company;

            


    

     

    
      	
              v.  

            	
              All
      Bonuses will be paid within 15 
      days of receipt of payment (“Payment Date”)
and;

            


    

     

    
      	
              vi.  

            	
              The
      Employee has the option to convert the Bonus to common shares, free from
      any restrictions, equivalent to the average closing share price on the 5
      (five) days preceding the Payment Date less a discount of 10%
      and;

            


    

     

    
      	
              vii.  

            	
              The
      Bonus described in Section 2.2 will cease upon termination of this
      agreement.

            


    

     

    
      	
              2.3  

            	
              Benefit
      Programs.  The Employee will receive such benefits and awards,
      including without limitation stock options and restricted share awards, as
      the Board shall determine and will be eligible to participate in all
      Employee benefit plans and programs of the Company from time to time in
      effect for the benefit of senior executives of the
  Company.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              2.4  

            	
              Expenses.  The
      Company shall reimburse the Employee for reasonable travelling and other
      expenses actually and properly incurred by the Employee in carrying out
      His duties hereunder, provided that proper receipts, invoices or vouchers
      supplied to the Company, support such expenses.  The Company
      will provide the Employee with an automobile to be leased and the Company
      will reimburse the Employee for reasonable automobile expenses. The
      company shall also reimburse the Employee for living expenses not to
      exceed $2,000 per month.

            


    

    


    
      	
              2.5  

            	
              Vacation.  The
      Employee agrees to perform His duties on a continuous and full-time basis,
      provided that the Employee shall be entitled on reasonable prior written
      notice to 4 (four) weeks annual vacation during each year of the term of
      this Agreement. In the event the Employee is not able to take the vacation
      as earned He may elect to receive the vacation time in pay or extend to
      the next year.

            


    

    


    
      	
              3.  

            	
              Term of
      Employment

            


    

    


    
      	
              3.1  

            	
              The
      Company agrees to continue to employ the Employee, and the Employee agrees
      to remain in the employment of the Company, in accordance with the terms
      and provisions of this Agreement, for the period set forth below
      (“Employment Period”).

            


    

    


    
      	
              3.2  

            	
              The
      Employment period under this Agreement shall commence as of January 1,
      2009 and, subject only to the provisions of Section 4, below relating to
      termination of employment, shall continue until (i) close of business
      December 31st, 2012 or (ii) such later date as shall result from the
      operation of subparagraph (3.3) below (“Terminal
  Date”).

            


    

    


    
      	
              3.3  

            	
              Commencing
      on January 1, 2009 and on the first business day of each month thereafter
      (such date and each such first business day, “Renewal Date”) the Terminal
      Date set forth in subparagraph (3.2) above shall be extended so as to
      occur thirty six (36) months from the Renewal Date unless either the
      Company or the Employee shall have given written notice to the other Party
      on or before such Renewal Date that the Terminal Date is not to be
      extended.

            


    

    


    
      	
              3.4  

            	
              The
      Company agrees that during the term of employment it will not transfer the
      employee to any other location further than 50 miles from the existing
      location. Any such relocation would be a Company breach of this Agreement
      and the Company would be liable to pay the Employment Agreement in full as
      if the Employee had worked until the expiration
  date.

            


    

    


    
      	
              4.  

            	
              Termination of
      Employment.

            


    

    


    
      	
              4.1  

            	
              Resignation.  The
      Employee may terminate His employment at any time and for any reason by
      giving the Company a written notice of termination to that effect at least
      60 days before the date of termination.  Employee shall be
      entitled to receive (i) His base salary pursuant to Section 2 and any
      other compensation and benefits to the extent actually earned by the
      Employee pursuant to this Agreement or any benefit plan or program of the
      Company as of the date of such termination at the normal time for payment
      of such salary, compensation or benefits, and (ii) any reimbursement
      amounts owing under Section 2.4.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              4.2  

            	
              Termination
      by the Company Other Than For Cause.  The Company may terminate
      the Employee’s employment at any time and for any reason by giving Him
      written notice of termination to that effect at least 90 days before the
      date of termination. In the event the Company terminates the Employee’s
      employment for any reason other than for Cause, the Employee shall be
      entitled to the benefits described in Section
  4.6.

            


    

    


    
      	
              4.3  

            	
              Termination
      for Cause.  The Company may terminate the Employee’s employment
      for Cause if, (i) the Employee willfully, substantially and continually
      fails to perform the duties for which He is employed by the Company, (ii)
      the Employee willfully fails to comply with the reasonable instructions of
      the Board of Directors, (iii) the Employee willfully engages in conduct
      which is or would reasonably be expected to be materially and demonstrably
      injurious to the Company, (iv) the Employee willfully engages in the act
      of acts of dishonesty resulting in material personal gain to the Employee
      at the expense of the Company, (v) the Employee is convicted of a felony,
      (vi) the Employee engages in an act or acts of gross malfeasance in
      connection with His employment hereunder, or (vii) the Employee commits a
      material breach of the confidentiality provision set forth in Section 6,
      The Company shall exercise its right to terminate the Employee’s
      employment for Cause by giving Him written notice of termination
      specifying in reasonable detail the circumstances constituting such
      Cause.  In the event of such termination of the Employee’s
      employment for Cause, the Employee shall be entitled to receive (i) His
      base salary pursuant to Section 2 and other compensation and benefits to
      the extent actually earned pursuant to this Agreement of any benefit plan
      or program of the Company as of the date of such termination at the normal
      time for payment of such salary, compensation or benefits and (ii) any
      amounts owed under the reimbursement policy of Section
  2.4.

            


    

    


    
      	
              4.4  

            	
              Termination
      for Good Reason.  The Employee may terminate His employment for
      Good Reason by giving the Company a written notice of termination at least
      60 days before the date of such termination specifying in reasonable
      detail the circumstances constituting such Good Reason within 3 months
      after the occurrence of such event.  In the event of the
      Employee’s termination of His employment for Good Reason, the Employee
      shall be entitled to the Severance defined in Section 4.6.  For
      purposes of this Agreement, Good Reason shall mean: (i) a significant
      reduction in the scope of the Employee’s authority, functions, duties or
      responsibilities from that which is contemplated by the Agreement, (ii)
      the Employee being required to report directly to someone other than the
      Board of Directors, (iii) the relocation of the Employee’s office location
      to a location more than 50 miles away from the Employee’s principal place
      of employment on Oct. 1st,
      2008, (iv) any reduction in the Employee’s base salary, or (v) a
      significant reduction in the Employee benefits provided to the Employee
      other than in connection with an across-the-Board reduction similarly
      affecting substantially all senior executives of the
    Company.

            


    

    
 

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
      	
              4.5  

            	
              Termination
      Due to Change of Control. In the event of a change of control of the
      Company, as set forth below, the Employee may at any time during a 12
      month period following a change of control, elect to terminate His
      employment with the Company and the Employee shall be entitled to the
      Severance defined in Section 4.6.  A “Change of Control” of the
      Company shall be deemed to have occurred in (a) any person or persons
      acting together which would constitute a “group” for purposes of Section
      13 (d) of the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”), (other than the Company, any subsidiary of the Company, shall
      beneficially own (as defined in Rule 13d-3 of the Exchange Act), directly
      or indirectly, at least 51% of the total voting power of capital stock of
      the Company entitled to vote generally in the election of the Board and
      such voting power exceeds the then current voting power; (b) the
      shareholders of the Company approve (i) a plan of complete liquidation of
      the Company or (ii) an Agreement providing for the merger or consolidation
      of the Company other than a merger or consolidation in which the holders
      of the common stock of the Company immediately prior to the consolidation
      or merger have, directly or indirectly, at least a majority of the common
      stock of the continuing or surviving corporation immediately after such
      consolidation or merger or (d) the shareholders of the Company approve an
      Agreement (or Agreements) providing for the sale or other disposition (in
      one transaction or a series of transactions) of all or substantially all
      of the assets of the Company.

            


    

    


    
      	
              4.6  

            	
              Severance.  If,
      following Termination by the Company Other Than For Cause, or where a
      Change of Control has occurred and the Employee elects to terminate His
      employment during the 12 months following a Change in Control, the
      Employee shall be entitled to the following
  (“Severance”):

            


    

    
      	
              i.  

            	
              The
      Company shall pay to the Employee His base salary pursuant to Section 2
      and any other compensation and benefits to the extent actually earned by
      the Employee under the Agreement or any benefit plan or program of the
      Company as of the date of such termination at the normal time for payment
      of such salary, compensation or
benefits.

            


    

     

    
      	
              ii.  

            	
              The
      Company shall pay the Employee any reimbursement amounts owing under
      Section 2.4.

            


    

     

    
      	
              iii.  

            	
              The
      Company shall pay to the Employee as a severance benefit an amount equal
      to two (2) times the sum of (i) His annual rate of base salary immediately
      preceding His termination of employment, and (ii) the average of His three
      highest annual Bonuses earned for any of the three calendar years
      preceding His termination of employment (or, as the Bonus Plan is less
      than 3 years old, the average of such Bonuses for all of the calendar
      years for which the Employee was eligible), with any deferred Bonuses
      counting for the year earned rather than the year paid.  Such
      severance benefit shall be paid in a lump sum within 45 days after the
      date of such termination of
employment.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              iv.  

            	
              The
      Employee’s total outstanding and unvested stock and/or options shall at
      the date of termination be deemed 100%
vested.

            


    

     

    
      	
              5.  

            	
              Entitlement to Other
      Benefits.  Except as otherwise provided in the Agreement,
      this Agreement shall not be construed as limiting in any way any rights or
      benefits that the Employee or His spouse, dependents or beneficiaries may
      have pursuant to any other plan or program of the
  Company.

            


    

     

    
      	
              6.  

            	
              Confidential
      Information.  The Employee hereby acknowledges that He
      has signed an Employee Confidentiality Agreement, and is bound by that
      Agreement.

            


    

     

    
      	
              7.  

            	
              Indemnification.  The
      Company shall indemnify and hold the Employee harmless to the fullest
      extent legally permissible under the laws of the State of Nevada, against
      any and all expenses, liabilities and losses (including attorney’s fees,
      judgments, fines and amounts paid in settlement) reasonably incurred or
      suffered by Him by reason of any claim or cause of action asserted against
      the Employee because of His service at any time as a Employee of the
      Company.  The Company shall advance to the Employee the amount
      of His expenses incurred in connection with any proceeding relating to
      such service to the fullest extent legally permissible under the laws of
      the State of Nevada. Notwithstanding the foregoing, the Company’s
      obligations pursuant to this Section 7 shall not apply in the case of any
      claim or cause of action by or in the right of the Company or any
      subsidiary thereof.

            


    

     

    
      	
              8.  

            	
              No Duty to Seek
      Employment.  The Employee shall not be under any duty or
      obligation to seek or accept other employment following termination of
      employment, and no amount, payment or benefits due to the Employee
      hereunder shall be reduced or suspended if the Employee accepts subsequent
      employment.

            


    

     

    
      	
              9.  

            	
              Deductions and
      Withholding.  All amounts payable or which become payable
      under any provision of the Agreement shall be subject to any deductions
      authorized by the Employee and any deductions and withholdings required by
      law.

            


    

     

    
      	
              10.  

            	
              Governing
      Law.  This Agreement will be governed by and construed in
      accordance with the laws of the State of Nevada which shall be deemed to
      be the proper law hereof.  The courts of Nevada shall have
      jurisdiction (but not exclusive jurisdiction) to entertain and determine
      all disputes and claims, whether for specific performance, injunction,
      declaration or otherwise howsoever both at law and in equity, arising out
      of or in any way connected with the construction, breach, or alleged,
      threatened of anticipated breach of this Agreement, and shall have
      jurisdiction to hear and determine all questions as validity, existence or
      enforceability thereof.

            


    

     

    
      	
              11.  

            	
              Notice. The
      validity notice required to be given by one Party to the other Party
      hereunder will be deemed effected if hand delivered (receipt signature
      required) or by registered mail to the Company and to the Employee as may
      be stated in a notice given as herein before
  provided.

            


    

     

    
      	
              12.  

            	
              Severability.
      If any one or more of the provisions contained in the Agreement itself to
      be invalid, illegal or unenforceable in any respect, such invalidity,
      illegality or unenforceability will not affect any other provision
      hereof.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              13.  

            	
              Successors and
      Assigns.  The Agreement will be binding upon and inure to
      the benefit of the Parties hereto and their personal representatives, and,
      in the case of the Company, its successors and assigns.  To the
      extent that Company’s obligations under this Agreement are transferred to
      any successor or assign, such successor or assign shall be treated as the
      “Company” for purposes of this Agreement. Other than as contemplated by
      this Agreement, the Employee may not assign His rights or duties under
      this Agreement.

            


    

     

    
      	
              14.  

            	
              Continuing
      Effect.  Wherever appropriate to the intention of the
      Parties hereto, the respective rights and obligations of the Parties,
      including the obligations referred to in Sections 8, 11, hereof, will
      survive any termination or expiration of the term of this
      Agreement.

            


    

     

    
      	
              15.  

            	
              Entire
      Agreement. The Agreement constitutes the entire Agreement between
      the Parties and supersedes any and all other Agreements and understandings
      between the Parties in respect of the matters addressed in the Agreement,
      unless otherwise specified with in this
  Agreement.

            


    

     

    
      	
              16.  

            	
              Amendment and
      Waiver.  No amendment or waiver of any provision of this
      Agreement shall be effective, unless the same shall be in writing and
      signed by the Parties, and then such amendment waiver or consent shall be
      effective only in the specific instance or for the specific purpose for
      which such amendment waiver or consent was
  given.

            


    

     

    
      	
              17.  

            	
              Counterparts.  This
      Agreement may be executed in any number of counterparts, each of which
      when so executed shall be deemed an original but all of which together
      shall constitute one and the same
instrument.

            


    

     

    


    IN WITNESS WHEREOF the parties
have executed this Agreement as of the day and year first above
written.

    


    SKINVISIBLE
PHARMACEUTICALS, INC.

    


    By its
authorized signatory:

     

     

     

    
      	/s/
      Greg McCartney	/s/
      Brian Piwek
	Greg
    McCartney	Brian
  Piwek
	Director  	Director


    

                                                                               

    SIGNED,
SEALED AND DELIVERED

    By: Terry Howlett

    In the
presence
of:                                                                           

    


    


    
      	/s/
      Brian Piwek	/s/
      Terry Howlett
	 	Terry
    Howlett