Exhibit 10.2


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as
of November 7, 2005, by and between MEDICOR
LTD. (“MediCor” or the “Company”) and PAUL R. KIMMEL (“Executive”).


 


A.            MediCor
is engaged in the business of creation, production and distribution of medical
devices and desires to retain an individual for the position of Executive Vice
President and Financial Controller (“EVP/FC”) of the Company.


 


B.            Executive
represents that he is well qualified to perform the duties of EVP/FC, and will
devote the necessary time, effort and energy to perform those duties.


 


C.            Based
on these representations, the Company desires to hire Executive as its EVP/FC.


 


NOW, THEREFORE, in
consideration of the above recitals and the respective agreements of Company
and Executive set forth below, the Company and Executive, intending to be
legally bound, agree as follows:


 


1.             Employment.  The Company shall employ Executive as its EVP/FC,
and Executive shall accept such employment and perform the services herein
described for Company, upon the terms and conditions set forth in this
Agreement.


 


2.             Term
of Employment.  This Agreement
shall commence as of the Effective Date of the fully executed Personnel Action Form shown
in blank form as Exhibit A hereto. Unless terminated at an earlier date in
accordance with Section 5 below, the term of Executive’s employment with
Company (“Term of Employment”) shall commence on the date first set forth above
and shall continue for a period initially ending on November 6, 2006 (“Initial
Term”). The Term of Employment shall automatically be renewed at the end of the
12th month prior to the end of the Initial Term for an additional 12-month
period and shall be extended at the end of each succeeding month by an additional
month such that the Term of Employment shall extend each month until the end of
succeeding 12th month (each such rolling 12-month period, a “Subsequent
Term”) unless either party provides written notice of their intention not to
renew this Agreement to the other in advance of then applicable termination
date of the Term of Employment.


 


3.             Positions
and Duties.


 


a.             Employment
with Company.  Executive shall
perform for the Company the duties and responsibilities of an EVP/FC of a
corporation and such other duties and responsibilities as the Company shall
reasonably assign to Executive from time to time generally consistent with
Executive’s position as EVP/FC, as determined in the sole discretion of the
Company. Executive shall report to the Company’s Chief Financial Officer.


 


b.             Place
of Employment.  Executive’s principal
place of employment shall be at the Company’s Executive Offices; provided,
however, that Executive will be expected to engage in travel as Company may
reasonably request of Executive.


 





















 


4.             Compensation.


 


a.             Salary.  The Company shall pay Executive as
compensation for his services a base salary at the annualized rate of $300,000.00.
Such salary shall be subject to applicable tax withholding and shall be paid
periodically in accordance with the Company’s normal payroll practices. Such
annual compensation shall be reviewed annually for increase (but not decrease)
in the discretion of the Board. In conducting any such annual review, the Board
shall take into account any increase in Executive’s responsibilities, increases
in the compensation of other executives of the Company or any Affiliate (or any
competitor(s) of either or both), the performance of Executive and/or other
pertinent factors. The annual compensation specified in this Section 4.a,
together with any increases in such annual compensation that the Company may
grant from time to time, is referred to in this Agreement as “Base
Compensation.”


 


b.             Bonuses.  The Company may pay to Executive periodic or
annual discretionary bonuses for any period ending prior to the end of the Term
of Employment in an amount that will be determined by the Company’s
Compensation Committee based on such factors as Executive’s performance and the
performance of the Company. Concurrently with signing this Agreement, Executive
shall be paid a bonus of $40,000.00, net of federal and state taxes.


 


c.             Executive
Benefits.  While Executive is
employed by the Company hereunder, Executive shall be entitled to participate
in all employee benefit, pension and welfare plans and programs of Company for
executive employees, including any group medical, dental, life insurance and
disability insurance plans, or similar benefit plans of the Company (including
group plans sponsored by MediCor), to the extent that Executive meets the
eligibility requirements for each individual plan or program. Participation in
any such benefits and plans shall be consistent with Executive’s rate of
compensation to the extent that compensation is a determinative factor with
respect to participation and/or coverage under any such benefit or plan. The
Company provides no assurance as to the adoption or continuance of any
particular employee benefit plan or program, and Executive’s participation in
any such plan or program shall be subject to the provisions, rules and
regulations applicable thereto.


 


d.             Stock Options.  MediCor will, within thirty (30) days of
Executive’s signature on this Agreement, grant to Executive an option to
purchase 160,000 shares of MediCor’s common stock (the “Option”) at the
exercise price equal to the fair market value of MediCor’s common stock on the
date of grant. Subject to the terms of the Option (including partial
acceleration in the event of a termination of this Agreement by the Company
without Cause or by the Executive for Good Reason), the Option granted pursuant
to this Agreement will vest with respect to 25% of the shares of common stock
purchasable thereunder on each of the first through fourth anniversaries of the
date of grant, provided Executive remains employed by the Company (or MediCor
or another subsidiary of MediCor) on each such date. Unless specifically
provided in this Agreement, vesting and exercise provisions and all other terms
and conditions governing the Option shall be as set forth in the plan documents
and such option agreements as may be entered into with Executive.


 


e.             Salary
Continuation.  Executive shall be
entitled to receive his Base Compensation for all periods during which he is
unable to perform his duties hereunder by reason of a mental or physical
incapacity, whether resulting from illness, accident or otherwise, prior to
being determined to be suffering from a Disability.


 


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f.              Expenses.  While Executive is employed by the Company hereunder,
Company shall reimburse Executive for all reasonable out-of-pocket business,
travel and entertainment expenses incurred by Executive in the performance of
Executive’s duties and responsibilities hereunder, subject to the Company’s
normal policies and procedures for expense verification and documentation as in
effect from time to time.


 


g.             Paid
Leave.  Executive shall be entitled
to paid leave in accordance with Company’s practices and policies for executive
employees.


 


5.             Termination
of Employment.


 


a.             Voluntary
Termination; Termination for Cause. 
The Company may terminate Executive’s employment at any time for Cause
and Executive may terminate his employment for any reason. If Executive’s
employment terminates by reason of Executive’s voluntary resignation without
Good Reason, or if Executive is terminated for Cause (each as defined herein),
Executive shall be entitled to:


 


(1)           Base
Compensation at the rate in effect at the time of his termination through the
effective date of termination of employment;


 


(2)           any
bonus awarded but not yet paid;


 


(3)           any
deferred bonus, including interest or other credits on the deferred amounts;


 


(4)           reimbursement
for expenses incurred, but not paid prior to such termination of employment;


 


(5)           such
rights to other compensation and benefits as may be provided in applicable
plans and programs of the Company, including, without limitation, applicable
employee benefit plans and programs, according to the terms and conditions of
such plans and programs; and


 


(6)           any
equity compensation that is vested as of the effective date of termination of
employment.


 


No termination for
Cause shall be effective unless Executive is given at least thirty (30) days
prior written notice authorized by a vote of at least a majority of the members
of the Executive Committee of the Board that the Company intends to terminate
his employment for Cause except under the provisions of Section 11(c)(i) or
(iv). Such written notice shall specify the particular act or acts, or failure
to act, which is or are the basis for the decision to so terminate Executive’s
employment for Cause. Executive shall be given the opportunity within fifteen
(15) days of the receipt of such notice to meet with the Board to defend such
act or acts, or failure to act, and if, thereafter, the Board, by majority
vote, continues to maintain that Cause for termination exists, Executive shall
be given fifteen (15) days after such determination to correct such act or
failure to act (if such act or failure to act is reasonably susceptible of
correction or cure within such time). Upon failure of Executive, within fifteen
(15) days, to correct such act or failure to act, Executive’s employment by the
Company shall be terminated under this subsection for Cause.


 


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Anything herein to
the contrary notwithstanding, if, following a termination of Executive’s
employment for Cause due to any conviction of Executive for any crime, such
conviction is overturned on appeal, Executive shall be entitled to the payments
and the economic equivalent of the benefits he would have received if his
employment had been terminated without Cause.


 


b.             Termination
Without Cause or for Good Reason. 
The Company may terminate Executive’s employment at any time without
Cause upon sixty (60) days advance written notice to Executive, and Executive
may terminate his employment for Good Reason. If the Company terminates
Executive’s employment without Cause, other than due to Disability, or
Executive terminates his employment for Good Reason, then, subject to Executive’s
continuing obligations under Section 7, Executive shall thereupon be
entitled to:


 


(1)           a
lump sum payment equal to the Base Compensation for the remainder of the Term
of Employment (subject to applicable tax withholdings), unless such termination
is within 12 months of a Change in Control, in which event such lump sum shall
be equal to Base Compensation for 12 months;


 


(2)           any
bonus awarded but not yet paid;


 


(3)           any
deferred bonus, including interest or other credits on the deferred amounts;


 


(4)           a
Pro Rata Bonus for the fiscal year in which termination of employment occurs;


 


(5)           reimbursement
for expenses incurred, but not paid prior to such termination of employment;


 


(6)           continuation
of the health and welfare benefits of Executive, including, without limitation,
any group health insurance and long-term disability insurance generally
provided to senior executives of the Company other than life insurance or
accidental death and dismemberment insurance, at the level in effect at the
time of his termination of employment through the end of the twelfth (12th)
month following such termination of employment or the economic equivalent
thereof; and


 


(7)           any
equity compensation that is vested as of the effective date of termination of
employment or would otherwise vest during the remainder of the Term of
Employment (or within 12 months of the effective date of termination of
employment if such termination is within 12 months of a Change in Control),
which shall be deemed to have vested immediately prior to the effective date of
termination of employment.


 


Any payments to
which Executive shall be entitled under this Subsection 5.b, including any
economic equivalent of any benefit, shall be made as promptly as possible
following the termination of Executive’s employment hereunder and in no event
later than thirty (30) days following such termination of employment.


 


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c.             Death
or Disability.  In the event of
Executive’s death or a termination of Executive’s employment due to Executive’s
Disability, Executive or his legal representative, as the case may be, shall be
entitled to:


 


(1)           Base
Compensation at the rate in effect at the time of his termination, through (x)
in the case of death, for a period of three (3) months following
termination, and (y) in the case of Disability, for the period, if any, between
the date of his termination and the date by which the Company’s long-term
disability plan have commenced paying its benefits;


 


(2)           any
bonus awarded but not yet paid;


 


(3)           a
Pro Rata Bonus for the fiscal year in which death or disability occurs;


 


(4)           any
deferred bonuses including interest or other credits on the deferred amounts;


 


(5)           reimbursement
for expenses incurred but not paid prior to such termination of employment;


 


(6)           in
the case of death, Executive’s rights to other compensation and benefits as may
be provided in applicable plans and programs of the Company shall be determined
according to the terms and provisions of such plans and programs;


 


(7)           in
the case of Disability, the Company shall continue Executive’s health and
welfare benefits at the level in effect on the date of termination at least
through the end of the sixth month following the termination of Executive’s
employment or provide the economic equivalent thereof, and Executive’s rights
to other compensation and benefits as may be provided in applicable plans and
programs of the Company shall be determined according to the terms and
provisions of such plans and programs; and


 


(8)           any
equity compensation that is vested as of the effective date of termination of
employment.


 


d.             No
Mitigation; No Offset.  In the event
of any termination of employment under this Section 5, Executive shall be
under no obligation to seek other employment and there shall be no offset
against amounts due Executive under this Agreement on account of any
remuneration attributable to any subsequent employment that Executive may
obtain. Any amounts due under this Section 5 are in the nature of
severance payments, or liquidated damages, or both, and are not in the nature
of a penalty.


 


6.             Duty
of Loyalty. As an employee of Company, Executive will devote his best
efforts to the interests of the Company. Executive agrees to devote all of his
working time and attention to his duties hereunder, except for such reasonable
amounts of time for personal, charitable, investment and professional
activities that do not interfere with the service to be rendered by Executive
hereunder. During Executive’s employment with the Company, Executive will not,
except with the written consent of the Board, engage in any activity,
investment, interest or association (1) which is hostile or adverse to or
competitive with the Company, or (2) which


 


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so occupies
Executive’s attention as to interfere with the proper and efficient performance
of his duties at the Company, or (3) which interferes with the independent
exercise of Executive’s judgment in the Company’s best interests.


 


7.             Confidential
Information.  Executive shall
maintain the confidentiality of all confidential and proprietary information of
the Company, and shall execute and deliver to MediCor its standard Proprietary
Information and Invention Agreement in the form attached hereto as Schedule I
(the “Confidentiality Agreement”). Such obligations shall survive any
termination of Executive’s employment relationship or of this Agreement.


 


8.             Third-Party
Trade Secrets.  Executive will
not, during his employment with Company, improperly use or disclose any
proprietary information or trade secrets of any third party, including the
Company’s customers and suppliers, or of any of Executive’s former or
concurrent employers or companies, if any. Executive shall not bring to the
premises of the Company any unpublished documents or any property belonging to
such third parties, unless consented to in writing by such third party. Executive’s
employment with the Company does not and will not breach any agreement or duty which
Executive has concerning confidential information belonging to others. If
Executive is asked to work on any project for the Company which raises a
concern regarding third-party confidential information, Executive will, as soon
as this is apparent to Executive, discuss the situation with the Chairman of
Company without disclosing any confidences.


 


9.             Return of Property.  Upon termination of Executive’s employment
with the Company, Executive shall deliver promptly to the Company all of the
following things which are in Executive’s custody or control:  (1) all records, files, manuals, books,
forms, documents, letters, memoranda, data, customer lists, tables,
photographs, video tapes, audio tapes, computer disks and other computer
storage media and copies thereof, whether or not containing confidential or
proprietary information, that are the property of the Company or that relate in
any way to the business, products, services, personnel, customers, prospective
customers, suppliers, practices, or techniques of the Company; and (2) all
other property of the Company, including but not limited to computers, personal
digital assistants, cellular telephones, pagers, credit cards, and keys.


 


10.          Prohibited
Post-Termination Activities.


 


a.             No
Solicitation.  For a period of one
year following the termination of Executive’s employment, Executive will not
induce any employee of, or consultant to, MediCor or any of its subsidiaries to
engage in any business in which MediCor or any of its subsidiaries is engaged
or contemplates engaging, or solicit any employee to leave the employment of
MediCor or any of its subsidiaries.


 


b.             Noncompetition.  For a period of one year following the
termination of Executive’s employment with the Company, Executive will not
accept employment with, engage in or render advice or assistance to any
business within any market in which MediCor or any of its subsidiaries conducts
business or effects sales which competes with or contemplates competition with
MediCor or any of its subsidiaries in any capacity in which the employment or
rendering of advice, assistance or other services to such business by Executive
would be substantially similar to the services provided by Executive to the
Company during the term of


 


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Executive’s
employment with Company or would result in a competitive advantage to such
subsequent employer.


 


11.          Definitions.  As used herein, the following terms shall
have the respective meanings set forth below.


 


a.             “Affiliate”
shall mean any person or entity controlling, controlled by or under common
control with the Company.


 


b.             “Board”
shall mean the board of directors of the Company.


 


c.             “Cause”
shall mean (i) Executive is convicted of a felony involving moral
turpitude, (ii) Executive, in carrying out his duties under this
Agreement, is guilty of a willful act by Executive which constitutes gross
misconduct and which is materially and demonstrably injurious to the Company, (iii) Executive,
in carrying out his duties under this Agreement, is guilty of a willful
violation of a written Company policy generally applicable to all employees,
the violation of which is stated in such policy to be grounds for termination, (iv) an
act of fraud against, or the misappropriation of property belonging to, the
Company or its Affiliates resulting in material economic harm to the Company, (v) except
as otherwise specified in this clause c, the breach in any material respect of
this Agreement or any confidentiality or proprietary information agreement between
Executive and the Company or its Affiliates, or (vi) the commission of a
willful act which induces any customer of the Company to break a contract with
the Company resulting in material economic harm to the Company.


 


d.             A
“Change in Control” shall be deemed to have occurred if:


 


(1) 
an event occurs with respect to MediCor of a nature that would be required to
be reported in response to Item 14 of Schedule 14A of Regulation 14A
promulgated under Section 14 of the Securities Exchange Act of 1934 (the “1934
Act”);


 


(2) 
any “person,” as such term is used in Sections 13(d) and 14(d)(2) of
the 1934 Act, other than Donald K. McGhan or entities related to, controlled
by, or owned by Donald K. McGhan or his immediate family (collectively, the “McGhan
Entities”) (or with respect to Affiliates, MediCor), becomes a “beneficial
owner,” as such term is used in Rule 13d-3 promulgated under the 1934 Act,
at any time that MediCor or any Affiliate is a Private Company, of more than
51% of the Voting Stock of MediCor or such Affiliate;


 


(3) 
any “person,” as such term is used in Sections 13(d) and 14(d)(2) of
the 1934 Act, other than the McGhan Entities (or with respect to Affiliates,
MediCor), becomes a “beneficial owner,” as such term is used in Rule 13d-3
promulgated under the 1934 Act, while MediCor or any Affiliate is a Public
Company, of 20% or more of the Voting Stock of MediCor or such Affiliate;


 


(4) 
any “person” as such term is used in Sections 13(d) and 14(d)(2) of
the 1934 Act, is the “beneficial owner,” as such term is used in Rule 13d-3
promulgated under the 1934 Act, of a greater percentage of the Voting Stock of


 


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MediCor than the
percentage of such Voting Stock held, directly or indirectly, by the McGhan Entities;


 


(5) 
all or substantially all of the business of MediCor and its consolidated
subsidiaries is disposed of pursuant to a merger, consolidation, asset sale or
other transaction in which MediCor is not the surviving corporation or MediCor
(on a consolidated basis) is materially or completely liquidated or in which
all or substantially all of MediCor’s consolidated assets are sold; or


 


(6) 
MediCor or a subsidiary combines with another company and, immediately after
the combination, the stockholders of MediCor immediately prior to the
combination hold, directly or indirectly, less than 51% of the Voting Stock of
the resulting company (viewed on a consolidated basis).


 


Notwithstanding the
foregoing, a transaction or event shall not constitute a Change in Control if
such transaction or event results from a transaction that is approved in
advance unanimously by MediCor’s executive committee.


 


e.             “Disability”
shall mean Executive’s inability to render, for a period of three consecutive
months, full and effective services hereunder by reason of permanent mental or
physical disability, whether resulting from illness, accident or otherwise;
provided, however, that in no event will Executive be considered disabled for
the purposes of this Agreement unless he is deemed disabled pursuant to the
Company’s long-term disability plan (or any plan in which the Company’s
employees participate).


 


f.              “Good
Reason” shall mean and exist if, without Executive’s prior written consent, one
or more of the following events occurs:


 


(1)           Executive
is not appointed to or is otherwise removed from any office or position
provided for in Section 1 or Section 3.a above, for any reason other
than the termination of his employment or transfer to a substantially
equivalent or superior office or position within the Company (such
determination to be made on the overall responsibilities of Executive within
the Company);


 


(2)           Executive
is assigned duties or responsibilities that are, when taken as a whole,
inconsistent, in any significant respect, with the scope of duties and
responsibilities associated with Executive’s office or position as described in
Section 1 or Section 3.a above;


 


(3)           Executive
suffers a material reduction, when taken as a whole, in the authorities, duties
or responsibilities associated with his office or position as described in Section 1
or Section 3.a above, on the basis of which he makes a determination in
good faith that he can no longer carry out such office or position in the
manner contemplated at the time this Agreement was entered into;


 


(4)           Executive’s
Base Compensation is decreased by the Company, or his benefits or opportunities
under any employee benefit or incentive plan or program of the Company is or
are materially reduced, with the result that Executive’s overall benefits
package is materially reduced;


 


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(5)           There
occurs a Change in Control;


 


(6)           the
Company fails to pay Executive any deferred payments under any bonus or
incentive plans which are due to him at that time;


 


(7)           the
Company fails to reimburse Executive within a reasonable time for business
expenses in accordance with this Agreement or the Company’s policies,
procedures or practices;


 


(8)           if
and to the extent applicable, the Company fails to agree to or actually
indemnify Executive for his actions and/or inactions, as either a director or
executive officer of the Company, to the fullest extent permitted by Delaware
law, and/or the Company fails to maintain satisfactory levels of directors and
officers liability insurance coverage for Executive when such insurance is
available and maintained by MediCor;


 


(9)           the
Company fails to obtain a written agreement reasonably satisfactory to
Executive from any successor or assign of the Company to assume and perform
this Agreement; or


 


(10)         the
Company purports to terminate Executive’s employment for Cause and such
purported termination of employment is not effected in accordance with the
procedures required by this Agreement, and for purposes of this Agreement, such
purported termination of employment shall be invalid and of no force and
effect.


 


g.             “Private
Company” shall mean an entity that has no class of its Voting Stock registered
pursuant to Section 12(b), 12(g) or 15(d) of the 1934 Act.


 


h.             “Pro
Rata Bonus” shall mean an amount equal to the annual bonus otherwise payable
with respect to the year in question, calculated as if Executive had been
employed by the Company for the full year, multiplied by a fraction, the
numerator of which is the number of days in such year during which Executive is
actually employed by the Company and the denominator of which is 365.


 


i.              “Public
Company” shall mean an entity that has one or more classes of its Voting Stock
registered pursuant to Section 12(b), 12(g) or 15(d) of the 1934
Act.


 


j.              “Voting
Stock” shall mean capital stock (or similar security) of any class or classes
having general voting power under ordinary circumstances, in the absence of
contingencies, to elect the directors of a corporation or similar managers of
another entity.


 


12.          Miscellaneous.


 


a.             Amendments;
Assignment.  No amendment or
modification of this Agreement
shall be deemed effective unless made in writing and signed by the parties
hereto. This Agreement may be assigned by the Company to MediCor or a
wholly-owned subsidiary of MediCor without Executive’s consent.


 


b.             No
Waiver.  No term or condition of this
Agreement shall be deemed to have been waived, except by a statement in writing
signed by the party against whom enforcement of the waiver is sought.  Any written waiver shall not be deemed a
continuing


 


9





















 


waiver unless
specifically stated, shall operate only as to the specific term or condition waived and shall not
constitute a waiver of such term or condition for the future or as to any act
other than that specifically waived.


 


c.             Counterparts.  This Agreement may be executed in any number
of counterparts, and such counterparts executed and delivered, each as an original, shall constitute
but one and the same instrument.


 


d.             Severability.  To the extent that any portion of any
provision of this Agreement shall be invalid or unenforceable, it shall be
considered deleted herefrom and
the remainder of such provision and of this Agreement shall be unaffected and
shall continue in full force and effect.


 


e.             Captions
and Headings.  The captions and
paragraph headings used in this
Agreement are for convenience of reference only and shall not affect the
construction or interpretation of this Agreement or any of the provisions
hereof.


 


f.              Notices.  All notices, requests, demands and other
communications required or permitted to be given hereunder shall be in writing
and shall be deemed to have been duly given (i) upon receipt, if delivered
personally or via courier, (ii) upon confirmation of receipt, if given by
electronic facsimile provided that another copy is sent by another means permitted by this subsection within
two (2) business days thereafter, and (iii) on the third business day
following mailing, if mailed first-class, postage prepaid, registered or
certified mail from the continental United States as follows:


 


If to Company
to:


 


MediCor Ltd.


4560 S. Decatur Blvd., Ste. 300


Las Vegas, Nevada 89103


Fax: (702) 932-4561


Attn: Chief Financial Officer


 


If to
Executive to:


 


Paul R. Kimmel


7929 Winchester Circle


Santa Barbara, CA 93117


 


Any party may
by notice given in accordance with this subsection to the other party to
designate another address or person for receipt of notices hereunder.


 


g.             Attorneys’
Fees.  If any legal action or other
proceeding is brought for the enforcement of this Agreement, or because of an
alleged dispute, breach, default or misrepresentation in connection with any of
the provisions of this Agreement, the successful or prevailing party shall be
entitled to recover such reasonable attorneys’ fees and other costs incurred in
that action or proceeding, in addition to any other relief to which it may be
entitled, as may be awarded by the court or arbitrator.


 


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h.             Governing
Law.  The parties agree that this
Agreement will be governed by the laws of the State of Delaware.


 


i.              Arbitration.  Any controversy or claim arising out of or
relating to this Agreement or the breach thereof (including the arbitrability
of any controversy or claim), shall be settled by arbitration in accordance
with the laws of the State of Delaware by one arbitrator. If the parties cannot
agree on the appointment of an arbitrator, then the arbitrator shall be
appointed by the American Arbitration Association. The arbitration shall be
conducted in Clark County, Nevada in accordance with the rules of the
American Arbitration Association, except with respect to the selection of an
arbitrator which shall be as provided in this Section 12.i. The cost of
any arbitration proceeding hereunder shall be borne by the Company. The award
of the arbitrator shall be binding upon the parties. Judgment upon the award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof.


 


If it shall be
necessary or desirable for Executive to retain legal counsel and incur other
costs and expenses in connection with the enforcement of any or all of his
rights under this Agreement, and provided that Executive substantially prevails
in the enforcement of such rights, the Company shall pay (or Executive shall be
entitled to recover from the Company, as the case may be) Executive’s
reasonable attorneys’ fees and costs and expenses in connection with the
enforcement of his rights including the enforcement of any arbitration award.


 


j.              Entire
Agreement.  This Agreement contains
the entire agreement of the parties relating to Executive’s employment with the
Company and supersedes all prior agreements and understandings with respect to such subject matter.


 


IN WITNESS WHEREOF, Executive, the Company and, with respect to Section 4.d,
MediCor have executed this Agreement as of the date first set forth above.


 


	
   

  	
  “COMPANY”

  
	
   

  	
   

  
	
   

  	
  MEDICOR LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald
  K. McGhan

  	
   

  
	
   

  	
   

  	
  Its:
  Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  “EXECUTIVE”

  
	
   

  	
   

  
	
   

  	
  /s/ Paul R.
  Kimmel

  	
   

  
	
   

  	
  Paul R. Kimmel

  
	
   

  	
   

  
	
  WITH RESPECT
  TO SECTION 4.D:

  	
   

  
	
   

  	
   

  
	
  MEDICOR LTD.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Donald
  K. McGhan

  	
   

  	
   

  
	
   

  	
  Its:
  Chairman

  	
   

  	
   

  



 


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Exhibit B


 


RELOCATION EXPENSES


 


This Relocation Expenses Agreement, dated as
of November 7, 2005, is by and
between MEDICOR LTD. (the “Corporation”) and Paul R. Kimmel. (the “Employee”).


 


WHEREAS, the
Employee and the Corporation have entered into an Employment and other
Agreements of even date hereof; and


 


WHEREAS, the
Employee, in order to fulfill his duties and obligations under such Agreements
will need to relocate his primary residence.


 


NOW, THEREFORE, the
parties hereto agree to the following terms and conditions regarding Relocation
Expenses incurred by the Employee:


 


1.             The
Corporation agrees to pay directly or reimburse the Employee for moving
expenses associated with the household goods of his residence in                    ,
including packing, loading, transportation, unloading, unpacking, insurance of
goods moved and reasonable storage costs, if applicable.


 


2.             The
Corporation also agrees to reimburse the Employee for reasonable costs
associated with car expenses, flight expenses, lodging and meals prior to and
during the Employee’s relocation travel from his former residences to his new
primary residence.


 


3.             The
Corporation agrees to reimburse the Employee for reasonable costs and fees
associated with the sale of Employee’s residence in                    ,
including real estate commission fees, inspections, reasonable attorneys’ fees,
transfer taxes and other normal costs associated with the escrow and sale of
real estate.


 


4.             The
Corporation agrees to reimburse Employee for duplicate mortgage interest
expense, if incurred, on Employee’s                    
residence for a period not to exceed six (6) months.


 


5.             The
Corporation agrees to reimburse the Employee for reasonable closing costs
associated with the purchase of the Employee’s residence in the Las Vegas,
Nevada area, including inspection and appraisal fees, loan origination and
standard points costs, taxes and recording fees, title fees and insurance and
other ordinary purchase expenses, including up to a maximum of twenty five
percent (25%) of one month’s base salary for such items as auto license fees,
cleaning of the new residence, legal fees for estate planning purposes due to
relocation, etc.


 


6.             The
Corporation agrees to extend an interest free loan to the Employee for up to
100% of the equity in Employee’s existing home in                    ,
if the sale of such home is not completed prior to ten (10) days of the
closing of Employee’s home purchased in Las Vegas, Nevada.  Such loan is repayable by Employee


 


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immediately upon termination of this
Agreement or within fifteen (15) days following the closing of the sale of the
home in                    ,
whichever occurs earlier.


 


7.             The
Corporation agrees to pay the Employee a tax gross-up at the end of the
calendar year following the initiation of this Agreement of the amount of the
Employee’s calculated federal tax liability resulting for any reimbursement for
relocation costs paid hereunder.  The
base income used for said calculated federal tax liability shall be the
Employee’s annualized salary hereunder, excluding all income from other
sources.


 


IN WITNESS WHEREOF,
the parties hereto have executed this Exhibit B to Employment Agreement to
be effective as of the 7th  day
of November, 2005.


 


	
   

  	
  CORPORATION:

  
	
   

  	
  MEDICOR
  LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald
  K. McGhan

  	
   

  
	
   

  	
   

  	
  Donald K.
  McGhan

  
	
   

  	
  Title:

  	
  Chairman of
  the Board

  
	
   

  	
   

  
	
  EMPLOYEE:

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul R.
  Kimmel

  	
   

  
	
   

  	
   

  	
  Paul R.
  Kimmel

  
						



 


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