Exhibit 10.3


 


EMPLOYMENT AGREEMENT


 


This Employment Agreement (this “Agreement”)
is made and entered into as of the   28th   day of October 2013 by and between American Doctors Online, Inc., a Delaware corporation
(the “Company”) and Mr. Brian Lane (the “Executive“).


 


WITNESSETH


WHEREAS, the Company and Executive
desire that Executive provide the Company employment services upon the terms and conditions set forth below;


NOW, THEREFORE, in consideration
of the promises and mutual covenants contained herein, the parties, intending to be legally bound, agree as follows:


AGREEMENT


1. Employment


1.1 Effective Date. Executive’s
employment by the Company pursuant to this Agreement will commence on January 1, 2014 (the “Effective Date“).


1.2 Term of Employment. Executive’s
employment by the Company pursuant to this Agreement will be for a period of two years (the “Term” of the Agreement).
In the final year of the Term, the parties shall discuss and negotiate in good a possible extension of the Term. The parties may
extend the Term from time to time by mutual agreement. Notwithstanding the foregoing, the Executive‘s employment may be terminated
pursuant to Section 3 of this Agreement.


1.3 Duties of Executive. The
Board of Directors (“Board“) has appointed Executive to the office of Chief Executive Officer. Executive will
have and fulfil such duties and responsibilities as may be established by the Board in its sole discretion. Executive will devote
substantially all of his working time, attention, and energy to the Company’s business and will not during the Term of this
Agreement engage in any outside business or other activity unrelated to serving the Company’s interest (other than wholly
civic or charitable activities), unless he receives prior approval for such activities from the Board or a committee thereof, which
shall not be unreasonably withheld. Executive will fulfil his duties and responsibilities as described in this section in a reasonable
and appropriate manner in light of the Company’s policies and practices as reasonably established by the Company and the
laws and regulations which apply to the Company’s operation and administration.


1.4 Location. Executive shall
perform his duties at the Company’s headquarters in Massachusetts, his home office or at any alternate location(s) as may
reasonably be required pursuant to the duties set forth herein, and as may be directed from time to time by the Board or a committee
thereof; or by the CEO of the Company.


2. Compensation and Benefits


2.1 Salary and Bonus. Commencing
in January 2014, the Company will pay the Executive at an annual rate of $250,000. Thereafter the salary will be as set by the
Board, and the Executive shall be eligible for quarterly bonuses pursuant to an incentive compensation plan that will be devised
by the Board or by its compensation committee.


2.3 Vacation and Benefits.
Executive shall be provided three weeks of vacation annually and other benefits at a level consistent with that provide to other
senior executives of the Company.


2.4Business Expenses. Executive
shall be entitled to reimbursement for all reasonable business related expenses incurred by Executive at the request of or on behalf
of the Company, upon the submission of adequate documentation of such expenses and subject to the Company’s policies and
procedures.


3. Termination


3.1 Termination. This Agreement
and Executive’s employment with the Company shall terminate as follows:


a. By the Company.


i.For Good Cause.
The Company may terminate this Agreement and Executive’s employment with the Company at any time for Good Cause (“Good
Cause Termination“). For purposes of this Agreement, the term “Good Cause“ shall mean: (i) unauthorized use
or disclosure of the Confidential Information or Trade Secrets of the Company; (ii) any material breach of this Agreement (including
Sections 4 and 5) (iii) conviction of, or plea of “guilty“ or “no contest“ to, a felony under the laws
of the United States or any state thereof; (iv) misappropriation of the assets of the Company or other acts of dishonesty which
have a material adverse effect on the Company or its assets; (v) for repeated wilful misconduct or gross negligence in the performance
of duties assigned to the Executive under this Agreement after having received a written notice of such misconduct or gross negligence
from the Board or a committee thereof; (vi) failure to perform reasonable duties assigned to the Executive under this Agreement
for a period of thirty (30) continuous days following the receipt of written notice of such failure to perform from the Company;
or (vii) failure to comply with the Company’s published policies or rules, as they may be in effect from time to time during
the term of the Executive‘s employment and which are consistent with this Agreement for a period of thirty (30) continuous
days following the receipt of written notice of such failure to comply from the Board or a committee thereof.


ii. By Company Notice.
The Company may immediately terminate this Agreement and Executive’s employment with the Company at any time for any reason
not included in the definition of Good Cause by giving Executive written notice of such termination (“Company Notice Termination“).
Such written notice will contain the effective date of the termination and requires a notice period of two weeks (14 days). During
the notice period, Executive will be compensated with base salary and bonus with continuation of all benefits but is required to
use any unused vacation time.


b. Death or Disability.
This Agreement and Executive‘s employment with the Company will terminate immediately upon the death or Total Disability
of Executive (“Death or Disability Termination“). The term “Total Disability“ for purposes of this
Agreement shall mean that Executive has been unable to perform his essential duties and responsibilities (even with reasonable
accommodation) under this Agreement for a period of three (3) consecutive months during the Term of this Agreement by reason of
Executive‘s mental or physical disability.


c. By Executive.


i. For Good Reason.
Executive may terminate this Agreement and his employment by the Company at any time for Good Reason (“Good Reason Termination“).
The term “Good Reason“ for purposes of this Agreement means the Company‘s failure to comply in any material respect
with the terms of this Agreement, which failure is not corrected by the Company within thirty (30) days after receiving written
notice of such failure from Executive.


ii. By Executive Notice.
Executive may terminate this Agreement and Executive’s employment with the Company for any reason not included in the definition
of Good Reason by giving the Company two weeks (14 days) prior written notice of such termination (“Executive Notice Termination“).During
the notice period, Executive will be compensated with base salary and with continuation of all benefits but is required to use
any unused vacation time.


3.2 Results of Termination.


a. Good Cause Termination and
Executive Notice Termination. If this Agreement and Executive‘s employment with the Company are terminated (i) by Good
Cause Termination or (ii) by Executive Notice Termination, Executive‘s compensation and benefits hereunder will terminate
effective as of the date his employment so terminates; provided, however that Executive shall be entitled to receive any accrued
but unpaid salary and any accrued but unused vacation and sick leave. After such termination, Executive will be eligible to receive
only whatever benefits are payable as of the date of his termination under the terms of the benefit plans or programs, if any,
in which Executive was participating.


b. Company Notice Termination
and Good Reason Termination. If this Agreement and Executive‘s employment with the Company are terminated by Company
Notice Termination or for Good Reason Termination, the Company will pay Executive his regular salary until the later of (i) the
end of the Term, and (ii) the date six months from the date of the termination of Executive’s employment and shall provide
health insurance coverage through the end of the Term.


c. Death or Disability Termination.
If this Agreement and Executive‘s employment with the Company are terminated by Death or Disability Termination, the Company
will pay Executive (or his estate) compensation in the same amount and for the same period as called for in paragraph (b) above
in the case of Company Notice Termination or for Good Reason Termination.


4. Trade Secrets and Confidential
Information


4.1 Acknowledgment. Executive
acknowledges that during the course of his employment with the Company he will receive and will have access to Confidential Information
and Trade Secrets of the Company, as defined hereinafter, including but not limited to confidential and secret business and marketing
plans, technical data, strategies, and studies, detailed customer and/or client lists and information relating to the operations
and business requirements of those customers and/or clients. Accordingly, Executive is willing to enter into the covenants contained
in this Agreement in order to provide the Company with what he considers to be reasonable protection for its interests.


4.2 Trade Secrets.


a. The term “Trade Secret“
as used in this Agreement means information including, but not limited to, technical or non-technical data,, a formula, a pattern,
a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans,
or a list of actual or potential customers or suppliers, which is intended for use in a trade or business and is not commonly known
by or available to the public and which information:


i. derives economic value, actual
or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can
obtain economic value from its disclosure or use; and


ii. is the subject of reasonable
efforts by the Company to maintain its secrecy or confidentiality.


b. In consideration of the Company’s
employment of Executive pursuant to this Agreement, Executive agrees and covenants that, both during his employment by the Company
and after the termination of his employment, Executive will not directly or indirectly use or disclose (whether on his own behalf
or on behalf of any other person, corporation, partnership, venture, or any other entity or form of business), except as authorized
by the Company in connection with the performance of Executive‘s duties, any Trade Secret that Executive may have or acquire
during the Term of this Agreement for so long as the such information remains a Trade Secret.


4.3 Confidential Information.


a. The term “Confidential
Information” as used in this Agreement means any secret, confidential, or proprietary information of the Company, including
information received by the Company or Executive from any customer or client or potential customer or client of the Company, not
otherwise included in the definition of Trade Secret. The term Confidential Information does not include information that has become
generally available to the public by the act of one who has the right to disclose such information without violating any right
of the Company or customer or client to which such information pertains or otherwise enters the public domain through no fault
of Executive.


b. In consideration of the Company‘s
employment of Executive pursuant to this Agreement, Executive agrees that, during his employment by the Company and for a period
of three years after termination of his employment, Executive will not directly or indirectly use or disclose (whether on his own
behalf or on behalf of any other person, corporation, partnership, venture, or any other entity or form of business), except as
authorized by the Company in connection with the performance of Executive‘s duties, any Confidential Information that Executive
may have or acquire (whether or not developed or compiled by Executive and whether or not Executive bas been authorized to have
access to such Confidential Information) during his employment with the Company. This Section 4.3(b) shall not apply to any Confidential
Information (i) that the Company has agreed in writing that Executive may disclose, subject to the terms of the Company‘s
agreement, or (ii) that Executive is required to disclose by law; provided, however, Executive shall give the Company reasonable
notice prior to such disclosure.


Executive understands and agrees that
nothing contained herein shall be deemed a waiver, modification, or limitation of any rights the Company may have under applicable
federal, state, or local laws relating to the protection of trade secrets or confidential information.


5. Protective Covenants


5.1 Acknowledgment. The Company
is primarily engaged in the business of developing and marketing services that relate to telemedecine (the “Company’s
Business”). The Company anticipates engaging in the Company‘s Business throughout the United States (the “Territory”).
Executive acknowledges that as a result of his senior management position, Executive‘s duties and responsibilities under
this Agreement will span throughout the Territory. Executive further acknowledges that the Company‘s customer and/or client
contacts and relations are established and maintained at great expense and that Executive will, by virtue of his employment with
the Company, have unique and extensive exposure to and personal contact with the Company’s customers and/or clients and that
he will be able to establish a unique relationship with those customers and/or clients. Executive acknowledges that the Company
also has a legitimate interest in protecting its valuable Confidential Information and Trade Secrets, to which Executive will have
access. Finally, Executive acknowledges that due to the highly technical nature of the Company‘s Business and due to his
special knowledge, training, and experience, the services he will provide the company are unique and extraordinary and that the
loss of those services to the Company would be impossible to replace and would cause the Company irreparable harm. The Company
acknowledges that it may only enforce the protective covenants if it is not in material breach of this Agreement. Executive acknowledges
that a termination by Company Notice during the Term shall not be considered in any case a breach of this Agreement.


 


5.2 Non-Solicitation and Non-Competition.
In consideration of the Company‘s employment of Executive pursuant to this Agreement, and in order to protect the Company
from unfair competition, Executive covenants and agrees to the following:


a. During Executive‘s employment
with the Company Executive will not:


			(i) solicit or attempt to solicit any customer and/or client or actively sought prospective client
and/or customer of the Company for any person or entity other than Company during his employment with the Company, or



			(ii) hire (except on behalf of the Company) or solicit or encourage to leave the employment or
other service of the Company any employee or independent contractor of the Company (except in connection with the business and
affairs of the Company).



b. For a period of two (2) years
after the termination of his employment for any reason, Executive will not, for the purpose of competing with the Company in the
Company’s business (whether on his own behalf or on behalf of any other person, corporation, partnership, venture, or any
other entity or form of business), directly or indirectly solicit or attempt to solicit any customer and/or client of the Company
within the Territory.


c. For a period of two (2) years
after the termination of Executive‘s employment for any reason, Executive will not, for any reason (whether on Executive‘
s own behalf or on behalf of any other person, corporation, partnership, venture, or any other entity or form of business), directly
or indirectly solicit or encourage to leave employment or other service of the Company any employee or independent contractor of
the Company with whom Executive had material business contact any time during the twelve (12) months prior to such termination.


d.For a period of two (2)
years after the termination of his employment for any reason, Executive will not compete with the Company in the Territory (whether
on his own behalf or on behalf of any other person, corporation, partnership, venture, or any other entity or form of business),
directly or indirectly.


This section 5.2 will cease to apply
if the Company defaults in its obligations to provide salary as provided in section 2.1 or severance pay or health insurance coverage
as provided in section 3.2(b).


6. Reasonable Restrictions


Executive acknowledges and confirms that
the restrictions and covenants contained in Sections 4 and 5 are reasonably necessary to protect the good will and legitimate business
interests of the Company, are not overbroad, overlong, or unfair (including in duration and scope), and are not the result of overreaching,
duress, or coercion of any kind. Executive further acknowledges and confirms that his full, uninhibited, and faithful observance
of each of the covenants contained in Sections 4 and 5 will not cause him any undue hardship, financial, or otherwise, and that
enforcement of each of the covenants contained herein will not impair his ability to obtain employment commensurate with his abilities
and on terms fully acceptable to him or otherwise to obtain income required for him and his family‘s comfortable support
and the satisfaction of the needs of his creditors. Executive acknowledges and confirms that his special abilities and knowledge
of the Company‘s Business are such that it would cause the Company serious, irreparable injury, or loss if he were to use
such abilities and knowledge to the benefit of a competitor or were to otherwise violate these covenants. Executive further acknowledges
that the restrictions contained in Sections 4 and 5 are intended to be, and shall be, for the benefit of and shall be enforceable
by, the Company‘s successors and assigns.


7. Reformation


If any of the covenants or promises of
this Agreement, including but not limited to the covenants in Sections 4 and 5, are determined by any court of law or equity, with
jurisdiction over this matter, to be unreasonable or unenforceable, in whole or in part, as written, the parties hereby consent
to and affirmatively request that said court reform the covenant or promise so as to be enforceable to the maximum extent permitted
by law and that said court enforce the covenant or promise as reformed.


8. Legal and Equitable Remedies


Executive agrees that for any breach
or threatened breach of any of the provisions of this Agreement, a restraining order and/or an injunction may issue against Executive
to prevent or restrain any such breach, in addition to any other rights the Company may have.


9. No Prior Commitments


Executive represents and warrants that
he (i) will not use or disclose any trade secrets or other protected information of any other person or entity while performing
his duties under this Agreement; (ii) does not have any agreements with any other person or entity that conflict in any way with
Executive’s obligations to the Company under this Agreement; and (iii) does not have any relationships or commitments which
would materially interfere with his obligations to the Company under this Agreement.


Executive represents that Schedule 9 hereto
sets forth a complete list of all patents and patent applications owned by Executive (the “Executive Intellectual Property”);
and that Schedule 9 correctly identifies all licenses or other encumbrances to which the Executive Intellectual Property is subject.
Executive shall not conduct any work developing Executive Intellectual Property while employed by the Company, or use the Company’s
facilities for such development work, without the prior written consent of the Company.


 


10. Ownership of Inventions 


10.1 Disclosure. Executive
acknowledges and agrees that he will be employed by the Company in a position which could provide the opportunity for conceiving
and/or reducing to practice developments, discoveries, methods, processes, designs, inventions, ideas, or improvements (hereinafter
collectively called “Work Product”). Accordingly, Executive agrees to promptly report and disclose to the Company
in writing all Work Product conceived, made, implemented, or reduced to practice by Executive, whether alone or acting with others,
during Executive‘s employment by the Company, that are developed (i) on the Company’s time, or (ii) while utilizing,
directly or indirectly, the Company‘s equipment, supplies, facilities, or trade secret information. Executive acknowledges
and agrees that all Work Product is the sole and exclusive property of the Company. Executive agrees to assign, and hereby automatically
assigns, without further consideration, to the Company any and all rights, title, and interest in and to all Work Product; provided,
however that this Section 10.1 shall not apply to any Work Product for which no equipment, supplies, facilities, or trade secret
information of the Company was used and which was developed entirely on Executive’s own time, unless the Work Product (i)
relates directly to the Company’s Business or its actual or demonstrably anticipated research or development, or (ii) results
from any work performed by Executive for the Company during the Term. The Company, its successors and assigns, shall have the right
to obtain and hold in its or their own name copyright registrations, trademark registrations, patents and any other protection
available to the Work Product.


10.2 Cooperation. Executive
agrees to perform, upon the reasonable request of the Company, during or within two (2) years after employment, such further acts
as may be reasonably necessary or desirable to transfer, perfect, and defend the Company‘s ownership of the Work Product,
including but not limited to: (i) executing, acknowledging, and delivering any requested affidavits and documents of assignment
and conveyance; (ii) assisting in the preparation, prosecution, procurement, maintenance, and enforcement of all copyrights and/or
patents with respect to the Work Product in any countries; (iii) providing testimony in connection with any proceeding affecting
the right, title, or interest of the Company in any Work Product; and (iv) performing any other acts deemed necessary or desirable
to carry out the purposes of this Agreement. The Company shall reimburse all reasonable out-of-pocket expenses incurred by Executive
at the Company’s request in connection with the foregoing. If however, the Executive is requested to perform any of the above
actions after termination of employment with the Company, such requested action shall not unduly infringe on Executive‘s
ability to fulfil his business duties and responsibilities to his new employer.


11. Company Property


All the Company’s property, equipment,
funds, books, records, files, memoranda, reports, lists, drawings, plans, sketches, documents, computer files, Trade Secrets, Confidential
Information, Work Product, and other material (together with all copies thereof), which Executive shall use, prepare, or come in
contact with or possession of during the course of, or as a result of, his employment shall, as between the parties hereto, remain
the sole property of the Company. Upon the termination of this Agreement or upon the prior demand of the Company, Executive shall
immediately return all such property or materials and delete permanently any soft copy thereof on any media that is subject to
his control and thereafter shall not remove or cause to be removed such materials from the premises of the Company. Executive recognizes
that the unauthorized taking of any of the Company’s property may be a crime under applicable state law and may result in
criminal and/or civil liability for Executive.


12. Miscellaneous


12.1 Assignment. This Agreement
is for the personal services of Executive, and the rights and obligations of Executive under this Agreement are not assignable
or delegable in whole or in part by Executive without the prior written consent of the Company. This Agreement is assignable in
whole or in part to any parent, subsidiary, or affiliate of the Company or to any successor to the Company, whether by merger,
consolidation, sale of stock, sale of assets or otherwise; provided that the Company shall also remain liable to Executive for
any failure to perform by the assignee.


12.2 Applicable Law. This
Agreement has been entered into in and shall be governed by and construed under the laws of The Commonwealth of Massachusetts.


12.3 Consent to Jurisdiction.
Executive consents, and waives any objection, to personal jurisdiction and venue in the federal and state courts having jurisdiction
in Boston, Massachusetts in any action by the Company to enforce this Agreement or an arbitration decision related to this Agreement.


12.4 Counterparts. This Agreement
may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and
the same instrument.


12.5 Headings and Captions.
The headings and captions used in this Agreement are for convenience of reference only, and shall in no way define, limit, expand
or otherwise affect the meaning or construction of any provision of this Agreement.


12.6 Attorneys’ Fees.
Each party hereto acknowledges and agrees that it shall be liable to the other party hereto for reasonable costs and attorneys’
fees incurred in any action under this Agreement to the extent that the other party is the prevailing party.


12.7 Modification. Except
as provided in Section 7, no provision of this Agreement may be amended, changed, altered, modified, or waived except in writing
signed by Executive and an officer of the Company, which writing shall specifically reference this Agreement and the provision
which the parties intend to waive or modify.


12.8 Severability. Should
any provision of this Agreement be declared or determined by any court of competent jurisdiction to be unenforceable or invalid
for any reason, the validity of the remaining parts, terms or provisions of this Agreement shall not be affected thereby and the
invalid or unenforceable part, term or provision shall be deemed not to be a part of this Agreement. This Section 12.8 shall not
apply to any Section which is reformed pursuant to Section 7.


12.9 Waiver. The waiver by
any party to this Agreement of a breach of any of the provisions of this Agreement shall not operate or be construed as a waiver
of any subsequent or simultaneous breach of the same or different provisions.


12.10 Jointly Drafted. The
parties and their respective counsel have participated jointly in the negotiation and drafting of this Agreement. In the event
that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the
parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any
of the provisions of this Agreement.


12.11 Survival. Any provision
of this Agreement which is expressly or by implication intended to survive the termination of this Agreement, including Sections
4, 5, 6, 7, 8, 10, 11, and 12 shall survive and remain in effect after the termination of this Agreement.


12.12 No Third-Party Beneficiaries.
Except as provided in Section 12.1 and except for the heirs, executors, administrators, personal representatives, successors, and
permitted assigns of Executive, nothing herein, expressed or implied, is intended or will be construed to confer upon or give to
any person, firm, corporation, or legal entity, other than the parties and any parent, subsidiary, affiliate, or successor of the
Company, any rights, remedies or other benefits under or by reason of this Agreement.


12.13 Notices. All notices,
communications and deliveries hereunder shall be made in writing signed by or on behalf of the party making the same and shall
be delivered personally or by telecopy transmission or sent by registered or certified mail (return receipt requested) or by any
national overnight courier service (with postage and other fees prepaid) as follows:


 


If to the Company:


CEO


American Doctors Online Inc.


200 Mill Road, suite 350A


Fairhaven, MA 02719


 


If to the Executive:


Mr. Brian Lane


22 Beaver Dam Road


Killingworth, CT, 06419


 


or to such other representative or at
such other address of a party as such party hereto may furnish to the other parties in writing. Any such notice, communication
or delivery shall be deemed given or made (a) on the date of delivery if delivered in person (by courier service or otherwise),
(b) upon transmission by facsimile if receipt is confirmed by telephone, provided transmission is made during regular business
hours, or if not, the next business day, or (c) on the fifth (5th) business day after it is mailed by registered or
certified mail.


12.15 Understanding. Executive
herewith covenants and agrees that he has read and fully understands the contents and the effect of this Agreement. Executive warrants
and agrees that he has had a reasonable opportunity and been advised in writing to seek the advice of an attorney as to such content
and effect. Executive accepts each and all of the terms, provisions, and conditions of this Agreement, and does so voluntarily
and with full knowledge and understanding of the contents, nature, and effect of this Agreement.


 


IN WITNESS WHEREOF, the undersigned
have executed this Agreement as of the date first above written.


 












    	 



    	 



    

Schedule 9


Pre-Existing Employee Intellectual
Property


 


Patents and patent applications described
in the Patent Purchase Agreement being executed simultaneously herewith as the “Prior Patents and the “New Patent
Rights”, all of which have been assigned to the Company.