MANAGEMENT EMPLOYMENT AGREEMENT


 


 


 


THIS MANAGEMENT
EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effect as of January 1, 2013 (the “Effective
Date”), between SEBRING SOFTWARE, INC. (“Sebring”), a corporation organized under the laws of Florida,
with a principal office at 1400 Cattlemen Road, Suite D, Sarasota, Florida 34232, and L. Michael Andersen, (the “Employee”),
a resident of Sarasota, Florida (each a “Party” and collectively the “Parties”).


 


WITNESSETH:


 


WHEREAS, Sebring
desires to employ Employee as Vice President of Operations of Sebring;


 


WHEREAS, as
a result of such employment, Employee will receive and have access to confidential information (as defined herein) which might
be utilized to the detriment of Sebring or its Affiliates (as defined herein) in their respective businesses;


 


WHEREAS, the
Parties have agreed to certain terms and conditions of Employee’s employment with Sebring, as set forth below.


 


NOW, THEREFORE,
the Parties hereto, in consideration of the mutual covenants and promises herein contained, the sufficiency of which is hereby
acknowledged, do hereby agree as follows:


 


ARTICLE 1

DEFINITIONS


 


The following definitions
apply to this Agreement unless the content requires otherwise:


 


1.1“Affiliate”
shall mean any entity or person under control of Sebring. “Control” for this purpose shall mean the power to affect
the governance or business of any person or entity.


 


1.2“Board”
shall mean the Board of Directors of Sebring.


 


1.3“Cause”
shall mean the following:


 


(a)A
final, non appealable conviction or a plea of guilty or nolo contendere (or similar pleading) by the Employee to any felony under
applicable law resulting in imprisonment of Employee;


 


(b)A
final, non appealable conviction or plea of guilty or nolo contendere (or similar pleading) by the Employee to any felony or misdemeanor
under applicable law involving theft, embezzlement or similar act which tends to damage the reputation of Sebring or any of its
Affiliates in the community in which they do business;


 


(c)Dishonesty
or criminal conduct against Sebring or any of its Affiliates;


 


(d)Intentional
misconduct for the purpose of damaging the business of Sebring or any of its Affiliates; or


 


(e)Any
material breach by the Employee of Articles 4, 5, 6, 7 or 8 of this Agreement.






    	 



    	 



    

 


 


(f)Any
failure to give testimony under oath or otherwise cooperate with any court, governmental authority or agency relating to any investigation
of Sebring or any Affiliate when so requested by Sebring.


 


1.4
“Confidential Information” shall mean information of Sebring or any Affiliate disclosed to or known by Employee
as a consequence of Employee’s employment with Sebring or consulting assignments pursuant to this Agreement, not generally
known in the dental industry or a related industry Sebring may have interests in and that relates to the business, products, processes,
trade secrets, copyrights, software, inventions (whether patentable or not), formulas, techniques, methods, plans, policies, customer
lists, management practices, vendor lists and know-how related to the business conducted by Sebring and any of the Affiliates.


 


1.5
“Permanent Disability” shall mean a physical or mental condition that renders Employee unable to perform the duties
assigned to him hereunder for a period exceeding one year.


 


1.6“Restricted
Territory” shall mean any State or Territory in which Sebring is presently or contemplating to do business.


 


ARTICLE 2


employment
and duties


 


2.1Position.
Employee shall be employed by Sebring as its Vice President of Operations and shall be assigned similar duties at such of the Affiliates
as determined by Sebring and the Affiliates.


 


2.2Duties.
Employee shall have such specific authority and responsibilities as are set forth in the description of Employee’s position
in Sebring’s organizational chart as amended by Sebring from time to time and/or as described on Schedule 2.2 hereto,
and shall have such additional duties regarding Sebring and/or any of its Affiliates as may be described by Sebring from time to
time.


 


ARTICLE 3


compensation


 


3.1Term
of Contract. Employee will remain under contract for a period of 36 months (the “Initial Term”). After 36 months
the contract will be automatically renewed annually unless terminated with 30 days written notice.


 


3.2Salary.
Employee shall be paid an annual salary of $ 125,000.00 (the “Salary Amount”), to be paid bi-weekly, commencing on
the Effective Date. Salary will be reviewed annually after the Initial Term by Compensation Committee or such other person or committee
appointed by the Board of Directors.


 


3.3Expenses.
Employee business expenses will be reimbursed monthly. Expenses will include direct business expenses (such as entertainment, country
club privileges and so forth), cellular phone, internet, travel, meals and such other expenses incurred during normal conduct of
business.


 


3.4Bonus.
Employee shall be entitled to such bonus as set forth in the company bonus pool. The pool shall include incentives related to values
created by management such as shareholder value, revenues, profits and market penetration. Any and all participation shall be determined
by the Board of Sebring or its Compensation Committee. (the “Bonus Amount”).


 


3.5Benefits.
Employee is entitled to receive company paid family health care coverage, disability coverage and other fringe benefits that may
be provided by company in its employee benefit program. This program may be changed from time to time as determined by the Board.
Employee is entitled to receive a company leased full size vehicle, or equal amount in monthly cash payments at the discretion
of the employee.


 






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3.6Vacation.
Employee shall be entitled to five (5) weeks of paid vacation during each year of the Term hereof. A maximum of five days unused
vacation may be deferred to the next succeeding year of the Term hereof.


 


3.7Equity
Participation. Employee shall be awarded 1,000,000 restricted shares issued in the following manner: 1) 125,000 restricted
shares on the effective date of this Agreement; 2) 125,000 shares of restricted shares every ninety (90) days thereafter, completing
the above mentioned 1,000,000 restricted shares at the end of 24 months after the effective date of this Agreement. In addition
such stock options, restricted stock, stock appreciation rights or other similar rights as determined in the sole discretion of
the President and the Board (the “Equity Rights”).


 


ARTICLE 4


personnel
rules and regulations


 


Employee agrees to
abide by the rules and regulations for employee conduct and performance as are established from time to time by Sebring or any
of the Affiliates for which Employee performs services (the “Code”). Compliance with such rules and regulations is
required in addition to any requirements or covenants in this Agreement.


 


ARTICLE 5


conflicts
of interest


 


5.1Annual
Conflicts Notice and Waiver Request. On or before January 15th of each year, Employee shall provide a written
statement to the Chairman of the Audit Committee of the Board setting forth in detail all known actual or potential conflicts of
interest or business gifts such Employee, or a member of Employee’s family, has received as of January 1st
of the current year, which have not previously been reported under the Code. A waiver request should be included with respect to
each conflict or potential conflict not previously disclosed and waived.


 


5.2Current
Disclosure. If after January 1st of any year, Employee becomes aware of other facts which may involve an actual
or potential conflict of interest, Employee shall file a written statement with the Chairman of the Audit Committee of the Board
within fifteen (15) days of Employee becoming aware of such facts. The statement shall set forth the details surrounding the actual
or potential conflict of interest and shall include a request for a waiver of such conflict. Business gifts shall be disclosed
in accordance with the applicable provision of the Code.


 


5.3Disclosure
Forms. The Annual Conflicts Notice and Waiver Request required to comply with this Article 5 shall be provided by
Sebring. All such Annual Disclosure Statements shall be filed by Employee with the President of Sebring, who shall submit a summary
report, along with the Annual Disclosure Statements, to the Chairman of the Audit Committee of the Board.


 


ARTICLE 6


confidential
information


 


6.1Non-Disclosure.
Employee agrees that during the period of employment by Sebring, or any time thereafter, Employee will not in any manner, directly
or indirectly, divulge, use, or disclose to any other person, party, firm, corporation or other entity Confidential Information
as defined in Article 1.4 herein, except (a) as required by judicial or administrative process following ten (10) days
written notice to Sebring of the legal requirement to disclose such Confidential Information; (b) after the Confidential Information
has become generally known in any industry including the insurance and the information technology industry through no breach of
this Agreement by Employee; or (c) with the prior written consent of Sebring.


 






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6.2Delivery
upon Termination. Employee agrees that upon termination or cessation of employment or sooner if it is required by Sebring,
Employee will forthwith deliver to Sebring any computer provided by Sebring and any and all literature, documents, data, information,
order forms, memorandum, correspondence, customer and prospective customer lists, vendor or supplier lists or records and all other
Confidential Information in any form or medium, including computer disks, tapes or similar property acquired or coming to the knowledge
and custody of Employee in connection with Employee’s activities as an employee of Sebring.


 


ARTICLE 7


non-competition


 


7.1Unique
Services. Employee acknowledges and agrees that the services rendered to Sebring and the Affiliates are of a special, extraordinary
character with a unique value to Sebring and its Affiliates, the loss of which cannot adequately be compensated by damages in an
action at law.


 


7.2Covenants
Against Competition. In view of the unique value to Sebring and the Affiliates of the services of Employee and as a material
inducement to Sebring to enter into this Agreement and to pay to Employee the compensation set forth in Article 3 herein and
severance pay set forth in Article 13.3 herein, Employee covenants and agrees that during employment of Employee by Sebring,
and for a period of two years after Employee ceases to be employed by Sebring for any reason (the “Covenant Period”),
Employee will not, directly or indirectly, as a proprietor, partner, investor, shareholder, director, officer, employee, consultant,
independent contractor, agent or in any other capacity, work for, or in any manner assist any business or enterprise which now
or hereinafter is engaged within the “Restricted Territory” as defined in Article 1.7 herein, in competition with
Sebring or any of its Affiliates in any of its business areas or new markets it has committed to during the period of this Agreement.


 


ARTICLE 8


non-interference


 


8.1Prohibited
Activity. During the Covenant Period, Employee shall not without the written consent of the Board engage in any activity
which would interfere with the legitimate business interests of Sebring and its Affiliates, including but not limited to the following:


 


(a)Employee
shall not take an ownership interest in or make an investment in any person or entity which offers products or services in competition
with Sebring or any of its Affiliates in the Restricted Territory, except for an investment which results in Employee owning less
than five percent (5%) of a corporation listed on a national stock exchange;


 


(b)Employee
shall not request or advise any customer, client, vendor or supplier, employee or other person or entity employed by or having
any business relationships with Sebring or any of its Affiliates to cease, withdraw, curtail or cancel its business or employment
with Sebring or any of its Affiliates;


 


(c)Employee
will not solicit votes or proxies or assist any other person or entity in soliciting the votes or proxies of shareholders of Sebring;


 


(d)Employee
will not communicate with any person acting in a governmental regulatory capacity overseeing or regulating Sebring or any of its
Affiliates concerning the business of Sebring or any of the Affiliates in a manner which is untruthful or intended to damage the
reputation of Sebring or any of its Affiliates;


 






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(e)Employee
will not advise or assist in any manner any person or entity seeking to acquire control of the governance of or any of the assets
of Sebring or any of its Affiliates;


 


(f)Employee
will not seek election as a member of the Board or the Board of Directors of any of its Affiliates; or


 


(g)Employee
will not engage in any other activities which could reasonably damage the business of Sebring or any of its Affiliates.


 


ARTICLE 9


RECOUPMENT
OF COMPENSATION AND EQUITY RIGHTS


 


[To be added providing
recoupment in the event of illegal or fraudulent activities that result in a financial statement, restatement or other damage to
Sebring.]


 


ARTICLE 10


reasonableness
of restrictions


 


Employee has carefully
read and considered the provisions of Articles 6, 7 and 8 and, having done so, agrees that the restrictions set forth in those
Articles, including, but not limited to, the time period of restrictions, are fair and reasonable and are reasonably required for
the protection of the interests of Sebring and its Affiliates. In the event that, notwithstanding the foregoing, any of the provisions
of Articles 6, 7 or 8 shall be held to be invalid or unenforced, the remaining provisions thereof shall nevertheless continue
to be valid and enforceable as though the invalid or unenforceable parts had not been included therein. In the event that any provision
of Articles 6, 7 or 8 relating to the time period, the geographic restrictions and/or related aspects shall be declared by
a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period,
geographic restrictions and/or related aspects deemed reasonable and enforceable by the court shall become and thereafter be the
maximum restriction in such regard, and the restrictions shall remain enforceable to the fullest extent deemed reasonable by such
court.


 


ARTICLE 11


remedies
for breach


 


In the event of a breach
of any of the covenants in Articles 6, 7 or 8 herein, Sebring and all Affiliates shall each have the right to seek monetary
damages. In the event of a breach the company must provide employee with a written explanation of the breach. There upon the employee
has thirty (30) days to cure the breach prior to any action taken by the company.


 


ARTICLE 12


term


 


The Term of employment
pursuant to this Agreement shall commence as of the Effective Date and continue until terminated as hereinafter provided in Article 13.


 


ARTICLE 13


termination


 


13.1Termination
by Employee. Employment under this Agreement may be terminated by Employee at any time following thirty (30) days written
notice to Sebring. The employee may also resign for "good reason" if any of the events listed below occur, and be entitled
to receive severance payments equal to the employee's regular salary, payable for the remainder of the "initial term",
or the severance listed in 13.4, at the choice of the employee.  Employee may resign for good reason if any of the following
were to occur (a) the employee is assigned duties not material to the duties of an officer of the company, (b) the employee's salary
is reduced greater than 10% of the amount listed in 3.2 of this agreement,  (c) the employee's place of employment is moved
to more than 25 miles from the address listed in paragraph one of this agreement, (d) a change in control of the company, defined
as a change in ownership where a person or entity owns more than 50% of company shares  (e) a breach of the company in any
material respect of this agreement.






 


 



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13.2Termination
by Sebring. Employment under this Agreement may be terminated by Sebring:


 


(a)At
any time for any reason upon five (5) days written notice to Employee.


 


(b)At
any time for “Cause” as defined in Article 1.2 herein, without any further obligation to compensate Employee under
Article 13.4(a), or otherwise.


 


13.3Automatic
Termination. Employment under this Agreement shall be terminated upon the death or Permanent Disability of Employee without
any action by Sebring.


 


13.4Severance
Pay.


 


(a)If
this Agreement is terminated by Sebring or by the employee for good reason “as defined in section 13.1”, or pursuant
to Article 13.2(a) herein, and the provisions of subsection (b) of this Article 13.4 have been complied with by
Employee, Sebring shall pay Employee an amount of cash equal to one hundred percent (100%) of Employee’s then annual salary
for a period of 12 months, and the cost of maintaining twelve (12) months of COBRA health coverage. Sebring may make such payment
in four (4) equal quarterly installments without interest, provided the first installment shall be made within fifteen (15) days
of the end of the Revocation Period as defined in the release of claims as set forth in Schedule 13.4(b) hereto (the “Release”).


 


(b)In
consideration for the payment of compensation to Employee by Sebring pursuant to Article 3 herein and subsection (a)
of this Article 13.4, Employee shall release Sebring and its Affiliates from all claims by executing the release in the form
attached hereto as Schedule 13.4(a) (the “Release”) as a condition to receipt of compensation pursuant to subsection (a)
of this Article 13.4.


 


ARTICLE 14


miscellaneous


 


14.1Assignment
and Devolution. This Agreement, together with any amendments hereto, shall be binding upon and shall inure to the benefit
of the Parties hereto and their respective successors, assigns, heirs, and personal representatives, except that the rights and
benefits of any of the Parties under this Agreement may not be assigned without the prior written consent of the other Party.


 


14.2Prior
Agreements. This Agreement embodies the entire understanding of the Parties and supersedes any prior agreement of the Parties.


 


14.3Amendment.
This Agreement may be amended only with the agreement in writing of Employee and Sebring.


 


14.4Survival
of Covenants and Agreements. The covenants and agreements of Employee set forth in Article 6, Article 7, Article 8
and Article 9 or in any instrument, certificate, or other writing provided for herein shall survive the termination of employment
under this Agreement.


 






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14.5Severability.
In case any one or more provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or enforceability shall not affect any other provision hereof, and this Agreement shall
be construed as if such invalid, illegal or unenforceable provision had not been contained herein.


 


14.6Governing
Law. This Agreement shall be interpreted whether as to validity, capacity, performance or remedy according to the laws
of the State of Florida, regardless of its choice of law provisions.


 


14.7Venue.
Any dispute or litigation arising out of the terms of this Agreement, or this employment, including specifically any equitable
relief or relief at law sought by Sebring or any Affiliate for any breach or threatened breach by Employee of the covenants and
agreements contained in Article 6, Article 7 and Article 8 herein, shall be resolved in a civil court of competent
jurisdiction located in Sarasota County, Florida.


 


14.8Notices.
Any notice required hereunder shall be given in writing and shall be sent by certified mail, return receipt requested, to the Parties
hereto at the following addresses or at such other addresses as either Party may hereafter designate in writing to the other:


 





	 	If to Employee, to:	L. Michael Andersen
	 	 	12704 Stone Ridge Place
	 	 	Lakewood Ranch, FL 34202
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	If to Sebring, to:	Sebring Software, Inc.
	 	 	1400 Cattlemen Road, Suite D
	 	 	Sarasota, Florida  34232
	 	 	Attention:  Leif W. Andersen, President







  


14.9Headings.
The subject headings of the paragraphs and subparagraphs of this Agreement are included for purposes of convenience only and shall
not affect the construction or interpretation of any of its provisions.


 


14.10Effects
of Waiver. No delay or omission to exercise any right, power, or remedy accruing to a Party on any breach or default of
another Party under this Agreement shall impair any such right, power, or remedy of the aggrieved Party, nor shall it be construed
to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring;
nor shall any waiver of any single breach or default be deemed a waiver of any other breach of default. Any waiver, permit, consent,
or approval of any kind or character on the part of a Party of any breach or default under this Agreement, or any waiver on the
part of a Party of any provision or condition of this Agreement, must be in writing and be effective only to the extent specifically
set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to a Party, shall be cumulative
and not alternative.


 






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IN WITNESS WHEREOF,
the Parties hereto have executed or caused to be executed this Agreement on the date and year first above written.


 





 


	 	SEBRING SOFTWARE, INC. 
	 	 	 
	 	 	 
	 	By:	 
	 	 	Leif W. Andersen
	 	As Its:	President


 


 


		“EMPLOYEE”
	 	 
	 	 
	 	L. Michael Andersen


 














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SCHEDULE 2.2


 


DUTIES


 


		1.	Oversee daily operations at all affiliated locations.



		2.	Manage regional directors and facilitate support in those areas.



		3.	Analyze corporate structure in terms of managing growth.



		4.	Maintain communication between corporate executives and affiliate companies.



 


 


 



    	 



    	 



    




 


 


 


SCHEDULE 13.4(b)


 


RELEASE OF CLAIMS


 


 


 


 


 






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