Douglas
P. Baker	May 12, 2014






  


Dear
Douglas,


 


On
behalf of the executive team here at OPTIMIZERx we are please to extend the following offer of employment as Chief Financial Officer,
and to have you join our growing organization. We feel you will complement our growth initiatives and that OPTIMIZERx/SampleMD
will provide you an environment of personal challenge and opportunity.


 


In
return for applying your expertise and services, we offer the following compensation package:


 


Starting
Salary: $125,000 annually


Bonus:
See Details in Employment Agreement


Benefits: Full Health and Dental


  


Additionally,
we are pleased to award, upon your acceptance, 100,000 OPRx publicly traded stock options.


(50%
vested at year one anniversary date and remainder vested at year two anniversary date.)


 


Within
this package you will find an Employment Agreement further outlining the highlights and terms of employment with OPTIMIZERx. Upon
review and acceptance, please sign and return to David Lester


 


Doug,
we are excited to extend this offer and to having you join us. The future is very promising, the healthcare industry is growing
rapidly, and we are in the midst of some very exciting times. We know that your talents and expertise will certainly augment our
capabilities and services.


 


I
look forward to your favorable response and if you have any further questions please do not hesitate to contact me at any time.


 


 


 


Best
Regards,


 


 


 


/s/
H. David Lester


H.
David Lester


Chief
Operations Officer



    	 



    	 



    

 


EMPLOYMENT
AGREEMENT


 


THIS
AGREEMENT made and entered into this May 12, 2014, by and between OptimizeRx Corporation, a Nevada Company, hereinafter referred
to as “Employer” and Douglas Baker, hereinafter referred to as the “Employee”.


 


Recitals


The
Employer is engaged in the business of Pharmaceutical marketing, sales, and product integration, and desires the Chief Financial
Officer


 


IT
IS THEREFORE AGREED:


 


Term
of Employment


The
Employer hereby employs the Employee and the Employee hereby accepts employment with the Employer beginning on May 19. 2014.


 


Duties
of Employee


 


The
Chief Financial Officer will oversee all finance, accounting, forecasting, budgeting, treasury, tax, SEC compliance and corporate
insurance functions at OPTIMIZERx Corporation. In addition, this role will oversee the HR, legal, administrative and facilities
efforts at OPTIMIZERx Corporation. This role directs all financial activities and advises and assists the CEO and Executive Management
Team in meeting or exceeding the overall financial and strategic objectives of the Company. The CFO is responsible for providing
strategic leadership for the company by working with the Executive Management Team to establish long-range goals, strategies,
plans and policies, along with providing leadership and management for Corporate Administration and Human Resources.


 


Essential
Duties & Responsibilities


 


		•	Define
                                         standards, policies, procedures, measures, and organizational enhancements to meet company
                                         goals for finance. 



		•	Prepare
                                         long range financial forecasts by working collaboratively with other management team
                                         members. 



		•	Lead
                                         the effort in the planning and preparation of the annual budget. 



		•	Regularly
                                         monitor and work closely with management in taking timely action to ensure that budgets
                                         and financial plans stay within approved levels. 



		•	Manage
                                         all accounts receivables and accounts payable activities and monitor all receivables
                                         and collections



		•	Insure
                                         the accounting of revenues and expenses are performed in an accurate, efficient and timely
                                         manner in conformity with GAAP and SEC compliance. 



		•	Prepare
                                         and deliver external audits and filing of quarterly and year end SEC filings, tax return
                                         and ensure proper maintenance of accounting records and documentation in compliance with
                                         statutory requirements and Company policies. 



		•	Manage
                                         the daily cash balance and invest excess funds to achieve the most lucrative rate consistent
                                         with Company policy. 



		•	Prepare
                                         monthly financial reports and related analyses in accordance with GAAP on a timely basis.
                                         



		•	Assist
                                         in the preparation of business plans and financial forecasting for other ventures of
                                         or being considered by the Company. 



		•	Prepare
                                         materials for Board meetings. 



		•	Other
                                         duties may be assigned. 







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III.
Supervisory Responsibilities


 


Initially
this position is a one of an individual contributor and is a hands on position to execute the accounting needs for the company.
The position is expected to grow so the individual manages a team of 1-2 employees who are responsible for the coordination and
execution of the various functions performed in the Finance, HR, and Administrative Groups. Directly supervises nonsupervisory
employees


 


Engaging
in Other Employment


The
Employee shall devote his entire productive time, ability, and attention during the normal business hours to the business of the
Employer. The Employee shall not, during the term of this Agreement, directly or indirectly, render any services of a business,
commercial, or a professional nature, whether for compensation or otherwise, to any person or organization which competes, directly
or indirectly, with the business of the employer, without the prior written consent of the Employer.


 


Compensation


As
compensation for services rendered under this Agreement, the Employee shall be entitled to receive from the Employer a salary
of $ 125,000 per year, payable in semi-monthly installments in which such payment becomes due, prorated for any partial employment
period


 


Bonus


As
a member of the Executive Management Team the Chief Financial Officer will be eligible for bonuses based upon agreed and approved
individual and corporate MBO’s. 


 


Employee
Benefit Plans


The
Employee shall be entitled to participate in any qualified pension plan, qualified profit-sharing plan, medical or dental reimbursement
plan, group term life insurance plan, or any other employee benefit plan which is presently existing or which may be established
in the future by the Employer. Such right to participation shall be in accordance with the terms of the particular plans involved.


 


Paid
Vacations


The
Employee shall immediately have an annual vacation leave of 3 weeks paid vacation. When your third year of service is completed
an additional week of vacation will be added. The time for such vacation shall be selected by the Employee, but must be approved
by the Employer. 


 


Paid
Sick Leave


The
Employee shall be entitled to 3 days per year as sick leave with full pay.


 


Business
Expenses


The
Employer, in accordance with the rules and regulations that it may issue from time to time, shall reimburse the Employee for business
expenses properly incurred during the performance of his duties.



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Termination
of Employment 


 


“At
Will” Employment


Employee’s
employment with Employer is “at will.” “At will” is defined as allowing either Employee or Employer to
terminate the Agreement at any time, for any reason permitted by law, with or without cause and with or without notice.


  


COVENANTS


 


		A.	Non-Disclosure
                                         of Trade Secrets, Customer Lists and Other Proprietary Information



Employee
agrees not to use, disclose or communicate, in any manner, proprietary information about Employer, its operations, clientele,
or any other proprietary information, that relate to the business of Employer. This includes, but is not limited to, the names
of Employer’s customers, its marketing strategies, operations, or any other information of any kind which would be deemed
confidential or proprietary information of Employer


 


To
the extent Employee feels that they need to disclose confidential information, they may do so only after being authorized to so
do in writing by Employer.


 


B.
Non-Solicitation Covenant


Employee
agrees that for a period of one year following termination of employment, for any reason whatsoever, Employee will not solicit
customers or clients of Employer. By agreeing to this covenant, Employee acknowledges that their contributions to Employer are
unique to Employer’s success and that they have significant access to Employer’s trade secrets and other confidential
or proprietary information regarding Employer’s customers or clients.


 


C.
Non-Recruit Covenant


Employee
agrees not to recruit any of Employer’s employees for the purpose of any outside business either during or for a period
of one year after Employee’s tenure of employment with Employer. Employee agrees that such effort at recruitment also constitutes
a violation of the non-solicitation covenant set forth above.


 


D.
Adherence to Employer's Policies, Procedures, Rules and Regulations


Employee
agrees to adhere by all of the policies, procedures, rules and regulations set forth by the Employer. These policies, procedures,
rules and regulations include, but are not limited to, those set forth within the Employee Handbook, any summary benefit plan
descriptions, or any other personnel practices or policies or Employer. To the extent that Employer’s policies, procedures,
rules and regulations conflict with the terms of this Agreement, the specific terms of this Agreement will control.


 


Severance
Pay


In
the event of the termination of this Agreement prior to the completion of the term of the employment specified herein, the Employee
shall be entitled to the compensation earned by him prior to the date of termination as provided for in this Agreement, computed
prorated up to and including that date.


 


Amendment
and Waiver


Any
provision of this Agreement may be altered or amended by a written document signed by both parties hereto setting forth such alteration
or amendment without affecting the obligations created by the other provisions of this Agreement. The Employer and the Employee
agree that the failure to enforce any provision or obligation under this Agreement shall not constitute a waiver thereof or serve
as a bar to the subsequent enforcement of such provision or obligation or any other provision or obligation under this Agreement. 



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Survival
of Covenants


This
Agreement shall be binding upon any successors or heirs or representatives of the parties hereto. The restrictive covenants and
promises of the Employee contained in this Agreement shall survive any termination or rescission of this Agreement unless the
Employer executes a written agreement specifically releasing the Employee from such covenants.


 


Governing
Law


This
Agreement is to be construed in accordance with the laws of the State of Michigan. 


 


 


Employer:


 


 


/s/
H. David Lester


H.
David Lester – Chief Operating Officer


 


Employee:


 


/s/
Douglas P. Baker 


Douglas
P. Baker



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