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Item 5.02
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
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Brian Dillon
Effective June 22, 2016, we have appointed Mr. Brian Dillon as our Senior
Vice President of Product and Strategy.
With over 35 years’ experience with Software Systems and Services
in the Insurance, Pharmaceutical, Pharmacy and Healthcare sectors, Mr. Dillon has been the driving force and founder of a series
of successful start-up companies in Canada (QuadROM) and the US (Kelly Waldron Technology Solutions) with successful transitions
in all cases. As a result of those transitions he has had the pleasure of working within Fortune 30 companies in senior management
roles both domestically (McKesson) and internationally (Cegedim). The mission of each company had focused on delivering advanced
sales & marketing systems, technology platforms and related services to the sectors stated above. More recently, 2006 to present,
Mr. Dillon has been involved in the Health Information Technology sector as a consultant to a variety of companies with mandates
including an interim role of CEO for an Electronic Health Records (EHR) company, a senior business development strategist for
a publicly traded eRx systems provider in Canada, a business development specialist for a unique data mining company, product/channel
strategist for a large CoPay company as well as to a select number of strategic clients within the HiTech sector.
Aside from that provided above, Mr. Dillon does not hold and has not held
over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of
the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment
company under the Investment Company Act of 1940.
There are no family relationships between Mr. Dillon and any of our directors
or executive officers.
Aside from the following, Mr. Dillon has not had any material direct or
indirect interest in any of our transactions or proposed transactions over the last two years.
On June 22, 2016, Mr. Dillon and our company entered into an agreement
to consult with our company as our Senior Vice President of Product and Strategy. Pursuant to the agreement, Mr. Dillon will receive
an annual base salary of $185,000 and he will be eligible for a bonus of up to 30% of his base salary based on our executive bonus
plan. The bonus is payable in shares of our common stock or a combination of 50% cash and 50% equity, as requested by Mr. Dillon.
In addition, we also agreed to recommend to the Board of Directors that
our company grant to Mr. Dillon an option under our 2013 Incentive Plan to purchase 100,000 shares of our common stock with an
exercise price at fair market value per share on the date of grant. In addition, we agreed to recommend to the Board of Directors
that the company grant to Mr. Dillon an option under our 2013 Incentive Plan to purchase 300,000 shares of our common stock with
an exercise price at fair market value per share on the date of grant should we determine, in our sole discretion, that Mr. Dillon
is responsible for achieving $2 million in new business from additional products or product extensions.
The options will be subject to vesting and other terms as set forth in
the 2013 Incentive Plan, Stock Option Grant Notice and Stock Option Agreement.
The agreement further provides that if Mr. Dillon’s consultancy with
us is involuntarily terminated without cause, Mr. Dillon will be entitled to receive a severance payment of up to six months of
his applicable base pay, provided that he has served for a period of six months beforehand.
The agreement contains a Business Protection Agreement that contains restrictive
covenants that include a non-compete both during the consultancy and for a period of one year thereafter, and an inventions assignment
clause both during the consultancy and for a period of six months thereafter. The agreement also contains a confidentiality provision.
The foregoing description of the agreement is qualified in its entirety
by reference to the full text of the agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
by reference herein.
Doug Baker
On June 27, 2016, we entered into an updated employment agreement with
Mr. Doug Baker to continue serving as our Chief Financial Officer. Under the agreement, we agreed to compensate Mr. Baker $180,000
annually and he will be eligible for a bonus of up to 30% of his base salary based on our executive bonus plan. The bonus is payable
in shares of our common stock or a combination of 50% cash and 50% equity, as requested by Mr. Baker. Mr. Baker is also eligible
for employee benefits, including our 401(k) plan, medical and dental insurance and short and long term disability. The agreement
further provides that if Mr. Baker’s employment with us is involuntarily terminated without cause, Mr. Baker will be entitled
to receive a severance payment of up to six months of his applicable base pay.
The agreement contains a Business Protection Agreement that contains restrictive
covenants that include a non-compete both during the employment and for a period of one year thereafter, and an inventions assignment
clause both during the employment and for a period of six months thereafter. The agreement also contains a confidentiality provision.
A copy of the updated employment agreement is attached hereto as Exhibit
10.2, and is incorporated herein by reference. The foregoing description of the employment agreement is qualified in its entirety
by reference to the full text thereto.
Terry Hamilton
On June 27, 2016, we entered into an updated employment agreement with
Mr. Terry Hamilton to continue serving as our Senior Vice President of Sales. Under the agreement, we agreed to compensate Mr.
Hamilton $181,650 annually and he will be eligible for a bonus of up to 40% of his base salary based on our executive bonus plan.
The bonus is payable in shares of our common stock or a combination of 50% cash and 50% equity, as requested by Mr. Hamilton.
Mr. Hamilton is also eligible for employee benefits, including our 401(k) plan, medical and dental insurance and short and long
term disability. The agreement further provides that if Mr. Hamilton’s employment with us is involuntarily terminated without
cause, Mr. Hamilton will be entitled to receive a severance payment of up to twelve months of his applicable base pay.
The agreement contains a Business Protection Agreement that contains restrictive
covenants that include a non-compete both during the employment and for a period of one year thereafter, and an inventions assignment
clause both during the employment and for a period of six months thereafter. The agreement also contains a confidentiality provision.
A copy of the updated employment agreement is attached hereto as Exhibit
10.3, and is incorporated herein by reference. The foregoing description of the employment agreement is qualified in its entirety
by reference to the full text thereto.