MITI Mitesco Inc (PK)

Exhibit 10.1

 

BOARD OF DIRECTORS ADVISORY AGREEMENT

 

This Director Advisory Agreement (this “Agreement”) is entered and effective as of                                   (the “Effective Date”), by and between Mitesco, Inc. 18202 Minnetonka Blvd., Suite 100, Deephaven, MN 55391 (the “Company”) and                          (“Board Member” and together with the Company, the “Parties.”). This agreement supersedes all prior agreements, including but not limited to consulting or board of director agreements.

 

RECITALS

 

A.     The Company has requested that Board Member provide certain director services to the Company and Board Member has agreed to provide such services.

 

B.     The Parties would like to enter into this Agreement to define the Parties’ rights and obligations under which Board Member shall provide director services to the Company.

 

NOW, THEREFORE, in consideration of the mutual promises of the parties hereto and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereto agree as follows:

 

1.         DIRECTOR POSITION AND DUTIES

 

1.1.     Director Position. Board Member agrees to serve as the Chairman of the Board of Directors for the Company, on the terms and conditions set forth below.

 

1.2.     Term. This Agreement shall begin on the Effective Date continue for a three-year period or until terminated by either Party pursuant to Article 3 (the "Term").

 

1.3.     Duties. Board Member agrees to undertake and perform all duties and services set forth on Exhibit A to this Agreement (the “Services”). Board Member shall perform the Services herein faithfully, diligently, to the best of Board Member's ability, and in the best interests of the Company.

 

1.4.     Policies. The Board Member shall adhere to and comply with the policies and procedures adopted by the Company, as amended from time to time, and the laws, regulations, policies and industry standards of all applicable regulatory agencies, stock exchanges and security commissions.

 

1.5.     Advisor and not Employee. Board Member’s relationship with Company shall be that of an advisor and not that of an employee. Board Member shall not be entitled to any compensation for the performance of the services other than as set forth in this Agreement.

 

(5.a)     Board Member acknowledges and agrees that except as specifically set forth in this Agreement, Board Member shall not be eligible for any Company employee benefits and, to the extent Board Member otherwise would be eligible for any Company employee benefits but for the express terms of this Agreement, Board Member (on behalf of himself and any of his employees) hereby expressly declines to participate in such Company employee benefits.

 

(5.b)     Board Member shall have full responsibility for applicable withholding taxes for all compensation paid to Board Member under this Agreement, and for compliance with all applicable labor and employment requirements with respect to Board Member’s self-employment. Board Member agrees to indemnify, defend, and hold Company harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labor or employment requirements, including any liability for, or assessment of, withholding taxes imposed on Company by the relevant taxing authorities with respect to any compensation paid to Board Member.

 

 

2.         COMPENSATION

 

2.1.     Director Payments. The Company shall pay to the Board Member, as remuneration of his services, monthly director payments as set forth on Exhibit A.

 

2.2.     Bonuses. Any bonuses that the Board Member shall be entitled to, if any, shall be listed on Exhibit A. Unless stated explicated otherwise, all bonuses shall only be as approved by the Board of Directors of the Company in their sole and absolute discretion.

 

2.3.     Equity Compensation Plan. The Board Member shall be eligible to participate in the Company’s equity compensation plan, if any; only to the extent such eligibility is set forth in Exhibit A. To the extent applicable, any options to acquire shares of the Company granted to the Board Member shall be granted under, and be subject to, the terms and conditions of the equity compensation plan and be evidenced by the terms of an equity compensation agreement entered into between the Company and Board Member.

 

2.4.     Reimbursement for Business Expenses. During the term of this Agreement, the Company shall reimburse the Board Member for all reasonable traveling and other expenses actually, properly and necessarily incurred by the Board Member in connection with the performance of the Board Member's duties hereunder in accordance with the policies set from time to time by the Company, in its sole discretion. The Board Member shall furnish such receipts, vouchers or other evidence as are required by the Company to substantiate such expenses.

 

3.         TERMINATION

 

3.1.     Termination. Either party shall have the right to terminate this Agreement upon written notice, with or without “Cause” (as defined below), before the expiration of the Term. Whatever the circumstances of the termination may be, Board Member shall continue to be bound after termination by Articles 5, 6, 7, and 8 of this Agreement. Except as set forth in Section 3.2, any compensation accrued and or due to be paid under this one-year agreement shall survive termination of this agreement. Board Member acknowledges that the Company has made no promise to Board Member that he will be retained for any particular amount of time and that the Company may terminate Board Member’s services for any reason whatsoever. The date of any termination pursuant to this Section 3.1 shall be referred to as the “Termination Date”.

 

3.2.     Termination for Cause. If this Agreement is terminated for Cause, Board Member shall forfeit any cash, equity compensation or bonus compensation not already due to Board Member or not already vested as of the Termination Date. Termination for Cause may include a simple vote of the majority of the Board of Directors, not including this Board Member, to remove the individual, or by any other applicable provision of the Company’s Bylaws or Articles of Incorporation, or under any applicable provision of Delaware General Corporate Law (DGCL). The Board Member agrees to complete a Director and Officer Questionnaire upon request in a timely manner for review and acceptance by the Company. The Board Member understands completion and acceptance of the Director and Officer Questionnaire in a timely manner with truthful data is a condition of this agreement. The Board Member is also responsible for maintaining current all personal SEC filings and disclosures including but not limited to SEC Forms 3, 4, and 5. Failure to complete such records in a timely fashion shall be grounds for disqualification from the Board and termination.

 

3.3.     Cause. For purposes of this Agreement, “Cause” shall mean the following (i) the Board Member’s commission of an act of fraud, theft or dishonesty against the Company; (ii) the arrest of the Board Member for any act involving dishonest conduct or other act of moral turpitude; (iii) willful or wanton misconduct, recklessness, or gross negligence by the Board Member in the performance of the Services; (iv) if Board Member is determined to have a “bad actor” disqualification as set forth in Rule 506(d) of Regulation D under the Securities Act of 1933, (v) a breach by Board Member of any obligation of Board Member under this Agreement, and (vi) unwillingness of the Board Member to perform the Services continuing for a period of five (5) business days after notice to the Board Member.

 

 

4.         NON-SOLICITATION AND NON-COMPETE

 

4.1.     Non-Solicitation of Employees. So long as Board Member is receiving director payments from the Company and one year following such time, Board Member shall not directly or indirectly solicit for employment or for independent contractor work any employee of the Company or its affiliates, and shall not encourage any such employee to leave the employment of the Company or its affiliates.

 

4.2.     Non-Compete. Board Member agrees that so long that Board Member is receiving director payments from the Company, Board Member will not be an employee, agent, director, owner, partner, Board Member, financial backer, creditor or otherwise directly or indirectly be connected with or provide services to or participate in the management, operation or control of any Company which is in direct competition to the Company.

 

5.         CONFIDENTIALITY

 

5.1.     Nondisclosure. Board Member acknowledges that in the course of providing services to the Company, Board Member will have access to confidential information. Confidential information includes, but is not limited to, information about either the Company’s clients, the terms and conditions under which the Company or its affiliates deals with clients, pricing information for the purchase or sale of assets, customer lists, research materials, manuals, computer programs, formulas for analyzing asset portfolios, techniques, data, marketing plans and tactics, technical information, lists of asset sources, the processes and practices of the Company, all information contained in electronic or computer files, all financial information, salary and wage information, and any other information that is designated by the Company or its affiliates as confidential or that Board Member knows is confidential, information provided by third parties that the Company or its affiliates are obligated to keep confidential, and all other proprietary information of the Company or its affiliates. Board Member acknowledges that all confidential information is and shall continue to be the exclusive property of the Company or its affiliates, whether or not prepared in whole or in part by Board Member and whether or not disclosed to or entrusted to Board Member in connection with service for the Company. Board Member agrees not to disclose confidential information, directly or indirectly, under any circumstances or by any means, to any third persons without the prior written consent of the Company. Board Member agrees that he will not copy, transmit, reproduce, summarize, quote, or make any commercial or other use whatsoever of confidential information, except as may be necessary to perform work done by Board Member for the Company. Board Member agrees to exercise the highest degree of care in safeguarding confidential information against loss, theft or other inadvertent disclosure and agrees generally to take all steps necessary or requested by the Company to ensure maintenance of the confidentiality of the confidential information.

 

5.2.     Exclusions. Section 5.1 shall not apply to the following information: (a) information now and hereafter voluntarily disseminated by the Company to the public or which otherwise becomes part of the public domain through lawful means; (b) information already known to Board Member as documented by written records which predate the Effective Date; (c) information subsequently and rightfully received from third parties and not subject to any obligation of confidentiality; and (d) information independently developed by Board Member after termination of his services.

 

5.3.     Subpoenas; Cooperation in Defense of the Company. If Board Member, during the Term or thereafter, is served with any subpoena or other compulsory judicial or administrative process calling for production of confidential information or if Board Member is otherwise required by law or regulation to disclose confidential information, Board Member will immediately, before making any such production or disclosure, notify the Company and provide it with such information as may be necessary for the Company to take such action as the Company deems necessary to protect its interests. Board Member agrees to cooperate reasonably with the Company, whether during the Term or thereafter, in the prosecution or defense of all threatened claims or actual litigation in which the Company is or may become a party, whether now pending or hereafter brought, in which Board Member has knowledge of relevant facts or issues. Board Member shall be reimbursed for his reasonable expenses for travel time due to cooperating with the prosecution or defense of any litigation for the Company.

 

 

5.4.     Disclosure of and/or Trading on Material Nonpublic Information. Board Member acknowledges that Company is a public company and that in performing the Services he may have access to material nonpublic information. Information is material if there is a substantial likelihood that a reasonable investor would consider it important in deciding whether to buy, hold or sell a security. Nonpublic information is information that is not generally known or available to the public. Board Member agrees not to discuss any material nonpublic information with any third parties and to refrain from buying or selling any securities based on any material nonpublic information learned in performing the Services unless such disclosure or trading is permitted under applicable state and federal securities laws.

 

5.5.     Confidential Proprietary and Trade Secret Information of Others. Board Member represents that he has disclosed to the Company any agreement to which Board Member is or has been a party regarding the confidential information of others and Board Member understands that Board Member's execution of this Agreement with the Company will not require Board Member to breach any-such agreement. Board Member will not disclose such confidential information to the Company nor induce the Company to use any trade secret or proprietary information received from another under an agreement or understanding prohibiting such use or disclosure.

 

5.6.     No Unfair Competition. Board Member hereby acknowledges that the sale or unauthorized use or disclosure of any of the Company’s confidential material obtained by Board Member by any means whatsoever, at any time before, during, or after the Term shall constitute unfair competition. Board Member shall not engage in any unfair competition with the Company or its affiliates either during the Term, or at any time thereafter.

 

5.7.     Remedies. The Company shall have all remedies in law and equity against Board Member (including special and consequential damages) for damages to the Company caused by the violations of Articles 4 or 5.

 

6.         COMPANY'S OWNERSHIP IN BOARD MEMBER'S WORK

 

6.1.     Company’s Ownership. Board Member agrees that all inventions, discoveries, improvements, trade secrets, formulae, techniques, processes, and know-how, whether or not patentable, and whether or not reduced to practice, that are conceived or developed during the Term, either alone or jointly with others, if on the Company’s time, using the Company’s equipment, supplies, facilities, or trade secret information or relating to the Company shall be owned exclusively by the Company, and Board Member hereby assigns to the Company all Board Member's right, title, and interest in all such intellectual property. The Board Member agrees that the Company shall be the sole owner of all domestic and foreign patents or other rights pertaining thereto, and further agrees to execute all documents that the Company reasonably determines to be necessary or convenient for use in applying for, prosecuting, perfecting, or enforcing patents or other intellectual property rights, including the execution of any assignments, patent applications, or other documents that the Company may reasonably request. This provision is intended to apply only to the extent permitted by applicable law.

 

6.2.     Ownership of Copyrights. Board Member agrees that all original works of authorship not otherwise within the scope of Section 6.1 that are conceived or developed during Board Member's engagement with the Company, either alone or jointly with others, if on the Company’s time, using Company’s facilities, or relating to the Company shall be owned exclusively by the Company, and Board Member hereby assigns to the Company all of Board Member's right, title, and interest in all such original works of authorship. Board Member agrees that the Company shall be the sole owner of all rights pertaining thereto, and further agrees to execute all documents that the Company reasonably determines to be necessary or convenient for establishing in Company’s name the copyright to any such original works of authorship. Board Member shall claim no interest in any inventions, copyrighted material, patents, or patent applications unless Board Member demonstrates that any such invention, copyrighted material, patent, or patent application was developed before he began providing any services for Company. This provision is intended to apply only to the extent permitted by applicable law.

 

 

6.3.     Ownership of Records. Any written record that Board Member may maintain of inventions, discoveries, improvements, trade secrets, formulae, processes, or know-how, whether or not patentable and whether or not reduced to practice, and any such records relating to original works of authorship made by Board Member, alone or jointly with others, in the course of Board Member's engagement with the Company shall remain the property of the Company. Board Member shall furnish the Company any and all such records immediately upon request.

 

6.4.     Ventures. If Board Member, during engagement with the Company, is engaged in or associated with the planning or implementation of any project, program, or venture involving the Company and any third parties, all rights in the project, program, or venture shall belong to the Company, and Board Member shall not be entitled to any interest therein or to any commission, finder's fee, or other compensation in connection therewith other than the compensation to be paid to Board Member as provided in this Agreement.

 

6.5.     Return of Company’s Property and Materials. Upon termination of Board Member’s services with the Company, Board Member shall deliver to the Company all Company property and materials that are in Board Member's possession or control, including all of the information described as confidential information in Section 5.1 of this Agreement and including all other information relating to any inventions, discoveries, improvements, trade secrets, formulae, processes, know-how, or original works of authorship of the Company.

 

7.         INDEMNIFICATION

 

7.1.     By the Company. The Company agrees to indemnify and hold harmless the Board Member with respect to any liability (and actions in respect thereof) incurred by the Board Member by virtue of the performance of the Services hereunder and shall reimburse the Board Member for any legal or other expenses reasonably incurred in connection with investigating or defending any such liability or action, provided that the Company shall have the right to control the defense of any claim giving rise to such liability and no such claim shall be settled without the consent of the Company. The foregoing provisions shall survive termination of this Agreement and any investigation with respect thereto by any party hereto and shall not apply to any such losses, claims, related expenses, damages or liabilities arising out of or in connection with the Board Member’s willful misconduct, fraud, gross negligence or material breach of this Agreement.

 

7.2.     By the Board Member. The Board Member agrees to indemnify and hold harmless the Company (including each of its directors, officers, employees, partners and agents) with respect to any liability (and actions in respect thereof) incurred by Company by virtue of reckless, negligent or intentional misconduct of the Board Member and shall reimburse the Company for any legal or other expenses reasonably incurred in connection with investigating or defending any such liability or action. The foregoing provisions shall survive termination of this Agreement and any investigation with respect thereto by any party hereto.

 

8.         ARBITRATION

 

Except for disputes, controversies, or claims or other actions seeking injunctive or equitable relief, which may be brought before any court having jurisdiction, any controversy, dispute, or claim ("Claim") whatsoever between Board Member on the one hand, and the Company, or any of its affiliated entities or any of its employees, officers, directors, agents, and representatives of the Company or its affiliated entities on the other hand, shall be settled by binding arbitration, at the request of either party, under the rules of the American Arbitration Association. The arbitrator shall be a retired federal or state judge with at least ten-year experience as a judge. The arbitrator shall apply Delaware law. The demand for arbitration must be in writing and made within the applicable statute of limitations period. The arbitration shall take place in Atlanta, Georgia. The parties shall be entitled to conduct reasonable discovery, including conducting depositions and requesting documents. The arbitrator shall have the authority to resolve discovery disputes, including but not limited to determining what constitutes reasonable discovery. The arbitrator shall prepare in writing and timely provide to the parties a decision and award which includes factual findings and the reasons upon which the decision is based.

 

The decision of the arbitrator shall be binding and conclusive on the parties, except as may otherwise be required by law. Judgment upon the award rendered by the arbitrator may be entered in any court having proper jurisdiction. Each party shall bear its or his own fees and costs incurred in connection with the arbitration, except that the arbitrator may award attorneys' fees and costs in accordance with applicable law.

 

 

Both the Company and Board Member understand and agree that by using arbitration to resolve any Claims between Board Member and the Company (or its affiliates) they are giving up any right that they may have to a judge or jury trial with regard to those Claims.

 

9.         MISCELLANEOUS

 

9.1.     Entire Agreement. This agreement between Board Member and the Company constitutes the entire agreement between the parties with respect to the matters referenced herein.

 

9.2.     Amendments. The agreement can be modified only by a written instrument executed by Board Member and Company or its successor on behalf of the Company.

 

9.3.     Disqualification. Board Member represents and warrants to the company that Board Member does not have any “bad actor” disqualification set forth in Rule 506 (d) of Regulation D under the Securities Act of 1933. Board Member acknowledges that Board Member’s representation set forth in this Section 9.3 was a condition precedent to the Company entering into this Agreement. The Board Member further agrees to complete a Director and Officer Insurance Questionnaire upon request in a timely manner for review and acceptance by the Company. The Board Member further understands completion and acceptance of the Director and Officer Insurance Questionnaire in a timely manner with truthful data is a condition of this this agreement.

 

9.4.     Severable Provisions. The provisions of this Agreement are separate and distinct, and if any provisions are determined to be unenforceable in whole or in part, the remaining provisions, and the enforceable parts of any partially unenforceable provisions, shall nevertheless be enforceable.

 

9.5.     Surviving Terms. The provisions of Articles 5, 6, 7, 8, and Section 9.8 shall survive the Term of this Agreement and the termination of Board Member's services.

 

9.6.     Successors and Assigns. The Company may assign its rights and delegate its duties under this Agreement. Board Member may assign his rights under this Agreement only with the Company’s prior written consent. Board Member may not delegate his duties.

 

9.7.     Resignation from Positions with the Company. The termination of the Board Member’s services for the Company for any reason shall, without any further action on the part of the Board Member, constitute the Board Member’s resignation from any board, or officer position the Board Member has with the Company and any of its affiliates, which resignation shall be effective as of the Board Member’s last day of providing services.

 

9.8.     Cooperation. From and after the termination of Board Member’s services for the Company, the Board Member agrees, upon the Company’s request, to reasonably cooperate in any investigation, litigation, arbitration or regulatory proceeding regarding events that occurred during the time that Board Member is retained by the Company or its affiliates. The Board Member will make himself reasonably available to consult with Company’s counsel, to provide information and to appear to give testimony. The Company will, to the extent permitted by law, reimburse the Board Member for any reasonable out-of-pocket expenses that the Board Member incurs in extending such cooperation, so long as the Board Member provides the Company with advance written notice of the Board Member’s request for reimbursement and provides satisfactory documentation of the expenses.

 

9.9.     Governing Law. Regardless of the choice of law provisions of Delaware or of any other jurisdiction, Delaware law shall in all respects govern the validity, construction, and interpretation of this Agreement.

 

9.10.     Headings. Section and subsection headings do not constitute part of this Agreement. They are included solely for convenience and reference, and they in no way define, limit, or describe the scope of this Agreement or the intent of any of its provisions.

 

 

9.11.     Integration. This Agreement together with any exhibits or schedules attached hereto, including any documents expressly incorporated into it by the terms of this Agreement, constitutes the entire agreement between the parties and supersedes all prior oral and written agreements, understandings, negotiations, and discussions relating to the subject matter of this Agreement. With this Agreement the parties rescind any previous agreements or arrangements between themselves. Any supplement, modification, waiver, or termination of this Agreement is valid only if it is set forth in writing and signed by both parties. The waiver of any provision of this Agreement shall not constitute a waiver of any other provisions and, unless otherwise stated, shall not constitute a continuing waiver.

 

9.12.     Notice. Any notice or other communication required or permitted under this Agreement shall be in writing to the address set forth on Exhibit A and shall be deemed to have been given (i) if personally delivered, when so delivered, (ii) if mailed, one week after having been placed in the United States mail, registered or certified, postage prepaid, addressed to the party to whom it is directed at the address listed below or (iii) by national overnight delivery service upon receipt In order for a party to change its address or other information for the purpose of this section, the party must first provide notice of that change in the manner required by this section.

 

9.13.     Advice of Counsel. The Parties each agree and represent that they (i) have had advice of counsel of their choosing or had the opportunity of obtaining advice of counsel, in the negotiation and the preparation of this Agreement, (ii) have read this Agreement, and (iii) are fully aware of the contents and legal effect of the this Agreement.

 

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

 

(Signature page immediately follows)

 

 

IN WITNESS WHEREOF, the parties have caused this Board Member Agreement to be duly executed by their respective authorized representatives as of the Effective Date.

 

 

“COMPANY”:	“BOARD MEMBER”:
Mitesco, Inc. 18202 Minnetonka Blvd, Suite 100 Deephaven, MN 55391       By:                                                         Name: Lawrence Diamond Title: CEO & Director	Address:                                                                                                                   By:                                                          Title: Director

 

 

EXHIBIT A

 

Additional Terms

 

A.         Services.  Board Member shall perform such duties and exercise such powers as are usually performed by a Board Member of the Company.

 

B.         Director Payments. The Board of the Company has determined that it is in the best interest of its shareholders to provide certain compensation to its Board members for his services to the Company.

 

C.         The Company will accrue pay for professional fees of $2,500 per month, except for the month that an in person meeting is held, then the professional fee paid will also be $5,000 for that month. It will be paid in cash or exchanged for stock as offered by the BOD

 

D.         Additionally, the board will award equity compensation within 45 days of                                  joining the Board, as determined at the next full board meeting

 

E.         Addresses.  For purposes of notice under this Agreement, the addresses of the Company and Board Member are as follows:

 

 

Company:            Mitesco, Inc.

18202 Minnetonka Blvd. suite 100

Deephaven, MN 55391

 

 

Board Member:                                                         

Address:

                                                      

 

                                                      

 

Exhibit 10.2

 

 

SENIOR EXECUTIVE EMPLOYMENT AGREEMENT

 

 

This Agreement is made as of the 1^st day of June 2023, between the MITESCO, INC. a publicly traded company incorporated in the State of Delaware (“Employer”), and Sheila Schweitzer, residing at 1200 Carolina Circle, Vero Beach, FL 32962 (“Employee”).

 

WHEREAS, the Employer, the authorized representative of the Employer, desires to employ Sheila Schweitzer as the Chief Operating Officer of the Employer; and

 

WHEREAS, the parties have reached an agreement as to the terms of said employment as more fully set forth in this Agreement.

 

NOW, THEREFORE, in consideration of the promises and the mutual covenants, terms and conditions as hereinafter set forth, the parties hereby agree as follows:

 

1. Nature of Services and Duties.  

 

a. Effective June 1, 2023, Employee shall serve in the position of President / Chief Operating Officer of Mitesco Inc.  

 

b. At all times during the term of this Agreement, Employee shall use his/her best efforts and apply his/her skill and experience to the proper performance of his/her duties hereunder and to achieve the goals set forth herein.  Employee shall be directly accountable to and work under the authority and direction of the Chief Executive Officer or any “Designee” the CEO shall direct the Employee to report to, and shall report through such offices as may be directed by the CEO, or their Designee, from time to time.  Employee shall perform such executive, managerial and administrative duties, and services as are customary for a President / Chief Operating Officer and such further executive duties as may be specified from time to time by the Chairman, or their Designee, including without limitation:

 

i. Strategic planning and execution to re-position the business

 

ii. Set comprehensive goals for performance and growth.

 

iii. Design and implement business operations.

 

v. Develop future business plans for capital expenditures.

 

 

2. Term.  

 

This Agreement shall be effective from June 1, 2023, (“the Commencement Date”), through May 31, 2024, (“the Termination Date”), unless terminated at either parties discretion with ten (10) business days notice.  The Employee shall be considered a full-time employee as of the Commencement Date.

 

3. Compensation.  

 

(a)Employee shall be paid an annual base salary of Two Hundred Thousand ($200,000) Dollars payable in accordance with the Employer’s standard payroll procedures, with a performance and salary review to be conducted annually, at which time the Employee’s salary shall be adjusted in accordance with applicable compensation policies.

 

 

 

(b)In addition, Employee shall be eligible to receive a bonus target of 25% of base compensation commencing fiscal year 2023, if approved by the Compensation Committee in its sole discretion.

 

(c)The Employee agrees that their Compensation will accrue from the Commencement Date of this agreement until such time as the Company, as determined by the Board, has sufficient funding.

 

(d)The Employee may receive certain awards of incentive stock options, and those awards are subject to certain vesting, or conditions, including, but not limited to the tenure of the Employee, or achievement of certain objectives, as further defined in the award notice and the S8 policy and procedures, and generally under the terms as noted below:

 

1.Award of Incentive Stock Options. 

 

To be determined by the Board of Directors upon the filing of a plan.

 

2.Termination. 

 

Employee’s employment hereunder may be terminated by Employer under the following circumstances:

 

(a) A vote of the majority of the members of the Board of Directors.

 

(b) Upon any violations of the Securities laws.

 

(c) Upon incapacity or inability to perform all the duties set forth in this Agreement due to mental or physical disability.

 

If Employee’s employment is terminated by virtue of any of the events described in paragraph (a), (b), or (c) Employee shall be entitled only to compensation though the date of such termination and any incentive stock options that have not vested shall be cancelled in accordance with the S-8 plan.

 

3. Confidentiality and Proprietary Information.          

 

Employee acknowledges that he/she will be exposed to confidential information of the Employer, which includes confidential information of Mitesco, Inc., and other operations and activities.  Confidential information includes, but is not limited to, data relating to the Employer’s operations, customer information, financial data, computer programs, architectural drawings, marketing plans and information, operating procedures and the like, or any other information of the business affairs of Mitesco.

 

Employee shall not, directly or indirectly, use, disseminate, disclose, or in any way reveal or use beyond the scope of authority granted by the Employer all or any part of such Confidential Information, which he/she has been or will be exposed to, and shall use such Confidential Information only to the extent specifically authorized by the Employer.

 

Upon termination of this Agreement for any reason whatsoever, Employee shall turn over to the Employer all Confidential Information. Employee acknowledges that the Employer may exercise any and all remedies available to it at law or in equity to enforce this Agreement with respect to non-disclosure of any Confidential Information, which Employee has or will become privy to in the performance of its obligations under this Agreement.  The parties acknowledge that this provision shall survive the termination of the Agreement.

 

4. Work Product

 

Any programs, systems, plans, software, hardware, devices, and ideas developed by Employee or anyone in the Employee’s Department during the period of Employee’s employment from the date of original hire shall be the exclusive property of the Employer.

 

 

5. Covenant Not to Compete.  

 

(a)Employee agrees that during the terms of this Agreement he/she shall devote a majority of business time, energy, skill, labor, and attention to the affairs of the Employer and its affiliates or subsidiaries, shall promptly and faithfully do and perform all services pertaining thereto that are or may hereafter be required of him/her by the Employer, and shall not engage in any activities, directly or indirectly, involving a conflict of interest with the business or relations of the Employer or its affiliates or subsidiaries.

 

(b)Employee recognizes that the business of the Employer and its affiliates or subsidiaries are national and international in scope and that the services to be performed hereunder and the methods employed by the Employer or its affiliates or subsidiaries are such as will place Employee in close business and personal relationship with competing businesses of the Employer or its affiliates or subsidiaries.  Therefore, from and after the date of this Agreement and for one year after expiration of this Agreement or termination of this Agreement, Employee shall not, directly or indirectly, for his/her own benefit or for, with, or through any other person, company, or competitive company to Employer, within the states of Georgia own, manage consult, or be connected with, as owner, partner, joint venture, director, employee, officer, consultant, or in any other capacity whatsoever, engage in any business which is the same as, similar to or competitive with any business activities of the Employer.  “Employee acknowledges that the restrictive covenants (the “Restrictive Covenants’) contained in this Section are a condition of his/her employment and are reasonable and valid in geographical and temporary scope and in all other respects.  If any court determines that any Restrictive Covenants, or any part of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall be given full effect, without regard to the invalid portion.  If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid and unenforceable because of geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

 

(c) If Employee breaches, or threatens to breach, any of the Restrictive Covenants, the Employer, in addition to and not in lieu of any other rights and remedies it may have at law or in equity, shall have the right to injunctive relief; it being acknowledged and agreed to by Employee that any such breach or threatened breach would cause irreparable and continuing injury to the Employer and that money damages would not provide an adequate remedy to the Employer.

 

7. Miscellaneous.

 

(a) Employee represents to Employer that there are no restrictions or agreements to which he/she is a party which would be violated by his/her execution of this Agreement and his/her employment hereunder.

 

(b) No amendment or waiver of any provision of this Agreement shall be effective unless in writing signed by both parties.

 

(c) Employee shall have no right to assign, transfer, pledge or otherwise encumber any of the rights, nor to delegate any of the duties created by this Agreement.

 

8. Governing Law.

 

This Agreement is subject to and shall be interpreted in accordance with the laws of the State of Delaware.

 

 

EXECUTED, as of the date first written above.

 

 

 

EMPLOYER

 

Lawrence Diamond

 

 

By:                                                                 

 

Date:                                                              

 

 

 

EMPLOYEE

 

Sheila Schweitzer

 

 

By:                                                                

 

Date:                                                               

 

 

 

 

 

 

Exhibit 10.3

 

 

BOARD OF DIRECTORS ADVISORY AGREEMENT

 

This Director Advisory Agreement (this “Agreement”) is entered and effective as of June 18, 2020 (the “Effective Date”), by and between Mitesco, Inc. 18202 Minnetonka Blvd., Suite 100, Deephaven, MN 55391 (the “Company”) and Allen Plunk (“Board Member” and together with the Company, the “Parties.”). This agreement supersedes all prior agreements, including but not limited to consulting or board of director agreements.

 

RECITALS

 

A.     The Company has requested that Board Member provide certain director services to the Company and Board Member has agreed to provide such services.

 

B.     The Parties would like to enter into this Agreement to define the Parties’ rights and obligations under which Board Member shall provide director services to the Company.

 

NOW, THEREFORE, in consideration of the mutual promises of the parties hereto and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereto agree as follows:

 

1.         DIRECTOR POSITION AND DUTIES

 

1.1.     Director Position. Board Member agrees to serve as the Chairman of the Board of Directors for the Company, on the terms and conditions set forth below.

 

1.2.     Term. This Agreement shall begin on the Effective Date continue for a three-year period or until terminated by either Party pursuant to Article 3 (the "Term").

 

1.3.     Duties. Board Member agrees to undertake and perform all duties and services set forth on Exhibit A to this Agreement (the “Services”). Board Member shall perform the Services herein faithfully, diligently, to the best of Board Member's ability, and in the best interests of the Company.

 

1.4.     Policies. The Board Member shall adhere to and comply with the policies and procedures adopted by the Company, as amended from time to time, and the laws, regulations, policies and industry standards of all applicable regulatory agencies, stock exchanges and security commissions.

 

1.5.     Advisor and not Employee. Board Member’s relationship with Company shall be that of an advisor and not that of an employee. Board Member shall not be entitled to any compensation for the performance of the services other than as set forth in this Agreement.

 

(5.a)     Board Member acknowledges and agrees that except as specifically set forth in this Agreement, Board Member shall not be eligible for any Company employee benefits and, to the extent Board Member otherwise would be eligible for any Company employee benefits but for the express terms of this Agreement, Board Member (on behalf of himself and any of his employees) hereby expressly declines to participate in such Company employee benefits.

 

(5.b)     Board Member shall have full responsibility for applicable withholding taxes for all compensation paid to Board Member under this Agreement, and for compliance with all applicable labor and employment requirements with respect to Board Member’s self-employment. Board Member agrees to indemnify, defend, and hold Company harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labor or employment requirements, including any liability for, or assessment of, withholding taxes imposed on Company by the relevant taxing authorities with respect to any compensation paid to Board Member.

 

 

2.         COMPENSATION

 

2.1.     Director Payments. The Company shall pay to the Board Member, as remuneration of his services, monthly director payments as set forth on Exhibit A.

2.2.     Bonuses. Any bonuses that the Board Member shall be entitled to, if any, shall be listed on Exhibit A. Unless stated explicated otherwise, all bonuses shall only be as approved by the Board of Directors of the Company in their sole and absolute discretion.

 

2.3.     Equity Compensation Plan. The Board Member shall be eligible to participate in the Company’s equity compensation plan, if any; only to the extent such eligibility is set forth in Exhibit A. To the extent applicable, any options to acquire shares of the Company granted to the Board Member shall be granted under, and be subject to, the terms and conditions of the equity compensation plan and be evidenced by the terms of an equity compensation agreement entered into between the Company and Board Member.

 

2.4.     Reimbursement for Business Expenses. During the term of this Agreement, the Company shall reimburse the Board Member for all reasonable traveling and other expenses actually, properly and necessarily incurred by the Board Member in connection with the performance of the Board Member's duties hereunder in accordance with the policies set from time to time by the Company, in its sole discretion. The Board Member shall furnish such receipts, vouchers or other evidence as are required by the Company to substantiate such expenses.

 

3.         TERMINATION

 

3.1.     Termination. Either party shall have the right to terminate this Agreement upon written notice, with or without “Cause” (as defined below), before the expiration of the Term. Whatever the circumstances of the termination may be, Board Member shall continue to be bound after termination by Articles 5, 6, 7, and 8 of this Agreement. Except as set forth in Section 3.2, any compensation accrued and or due to be paid under this one-year agreement shall survive termination of this agreement. Board Member acknowledges that the Company has made no promise to Board Member that he will be retained for any particular amount of time and that the Company may terminate Board Member’s services for any reason whatsoever. The date of any termination pursuant to this Section 3.1 shall be referred to as the “Termination Date”.

 

3.2.     Termination for Cause. If this Agreement is terminated for Cause, Board Member shall forfeit any cash, equity compensation or bonus compensation not already due to Board Member or not already vested as of the Termination Date. Termination for Cause may include a simple vote of the majority of the Board of Directors, not including this Board Member, to remove the individual, or by any other applicable provision of the Company’s Bylaws or Articles of Incorporation, or under any applicable provision of Delaware General Corporate Law (DGCL). The Board Member agrees to complete a Director and Officer Questionnaire upon request in a timely manner for review and acceptance by the Company. The Board Member understands completion and acceptance of the Director and Officer Questionnaire in a timely manner with truthful data is a condition of this agreement. The Board Member is also responsible for maintaining current all personal SEC filings and disclosures including but not limited to SEC Forms 3, 4, and 5. Failure to complete such records in a timely fashion shall be grounds for disqualification from the Board and termination.

 

3.3.     Cause. For purposes of this Agreement, “Cause” shall mean the following (i) the Board Member’s commission of an act of fraud, theft or dishonesty against the Company; (ii) the arrest of the Board Member for any act involving dishonest conduct or other act of moral turpitude; (iii) willful or wanton misconduct, recklessness, or gross negligence by the Board Member in the performance of the Services; (iv) if Board Member is determined to have a “bad actor” disqualification as set forth in Rule 506(d) of Regulation D under the Securities Act of 1933, (v) a breach by Board Member of any obligation of Board Member under this Agreement, and (vi) unwillingness of the Board Member to perform the Services continuing for a period of five (5) business days after notice to the Board Member.

 

 

4.         NON-SOLICITATION AND NON-COMPETE

 

4.1.     Non-Solicitation of Employees. So long as Board Member is receiving director payments from the Company and one year following such time, Board Member shall not directly or indirectly solicit for employment or for independent contractor work any employee of the Company or its affiliates, and shall not encourage any such employee to leave the employment of the Company or its affiliates.

 

4.2.     Non-Compete. Board Member agrees that so long that Board Member is receiving director payments from the Company, Board Member will not be an employee, agent, director, owner, partner, Board Member, financial backer, creditor or otherwise directly or indirectly be connected with or provide services to or participate in the management, operation or control of any Company which is in direct competition to the Company.

 

5.         CONFIDENTIALITY

 

5.1.     Nondisclosure. Board Member acknowledges that in the course of providing services to the Company, Board Member will have access to confidential information. Confidential information includes, but is not limited to, information about either the Company’s clients, the terms and conditions under which the Company or its affiliates deals with clients, pricing information for the purchase or sale of assets, customer lists, research materials, manuals, computer programs, formulas for analyzing asset portfolios, techniques, data, marketing plans and tactics, technical information, lists of asset sources, the processes and practices of the Company, all information contained in electronic or computer files, all financial information, salary and wage information, and any other information that is designated by the Company or its affiliates as confidential or that Board Member knows is confidential, information provided by third parties that the Company or its affiliates are obligated to keep confidential, and all other proprietary information of the Company or its affiliates. Board Member acknowledges that all confidential information is and shall continue to be the exclusive property of the Company or its affiliates, whether or not prepared in whole or in part by Board Member and whether or not disclosed to or entrusted to Board Member in connection with service for the Company. Board Member agrees not to disclose confidential information, directly or indirectly, under any circumstances or by any means, to any third persons without the prior written consent of the Company. Board Member agrees that he will not copy, transmit, reproduce, summarize, quote, or make any commercial or other use whatsoever of confidential information, except as may be necessary to perform work done by Board Member for the Company. Board Member agrees to exercise the highest degree of care in safeguarding confidential information against loss, theft or other inadvertent disclosure and agrees generally to take all steps necessary or requested by the Company to ensure maintenance of the confidentiality of the confidential information.

 

5.2.     Exclusions. Section 5.1 shall not apply to the following information: (a) information now and hereafter voluntarily disseminated by the Company to the public or which otherwise becomes part of the public domain through lawful means; (b) information already known to Board Member as documented by written records which predate the Effective Date; (c) information subsequently and rightfully received from third parties and not subject to any obligation of confidentiality; and (d) information independently developed by Board Member after termination of his services.

 

5.3.     Subpoenas; Cooperation in Defense of the Company. If Board Member, during the Term or thereafter, is served with any subpoena or other compulsory judicial or administrative process calling for production of confidential information or if Board Member is otherwise required by law or regulation to disclose confidential information, Board Member will immediately, before making any such production or disclosure, notify the Company and provide it with such information as may be necessary for the Company to take such action as the Company deems necessary to protect its interests. Board Member agrees to cooperate reasonably with the Company, whether during the Term or thereafter, in the prosecution or defense of all threatened claims or actual litigation in which the Company is or may become a party, whether now pending or hereafter brought, in which Board Member has knowledge of relevant facts or issues. Board Member shall be reimbursed for his reasonable expenses for travel time due to cooperating with the prosecution or defense of any litigation for the Company.

 

 

5.4.     Disclosure of and/or Trading on Material Nonpublic Information. Board Member acknowledges that Company is a public company and that in performing the Services he may have access to material nonpublic information. Information is material if there is a substantial likelihood that a reasonable investor would consider it important in deciding whether to buy, hold or sell a security. Nonpublic information is information that is not generally known or available to the public. Board Member agrees not to discuss any material nonpublic information with any third parties and to refrain from buying or selling any securities based on any material nonpublic information learned in performing the Services unless such disclosure or trading is permitted under applicable state and federal securities laws.

 

5.5.     Confidential Proprietary and Trade Secret Information of Others. Board Member represents that he has disclosed to the Company any agreement to which Board Member is or has been a party regarding the confidential information of others and Board Member understands that Board Member's execution of this Agreement with the Company will not require Board Member to breach any-such agreement. Board Member will not disclose such confidential information to the Company nor induce the Company to use any trade secret or proprietary information received from another under an agreement or understanding prohibiting such use or disclosure.

 

5.6.     No Unfair Competition. Board Member hereby acknowledges that the sale or unauthorized use or disclosure of any of the Company’s confidential material obtained by Board Member by any means whatsoever, at any time before, during, or after the Term shall constitute unfair competition. Board Member shall not engage in any unfair competition with the Company or its affiliates either during the Term, or at any time thereafter.

 

5.7.     Remedies. The Company shall have all remedies in law and equity against Board Member (including special and consequential damages) for damages to the Company caused by the violations of Articles 4 or 5.

 

6.         COMPANY'S OWNERSHIP IN BOARD MEMBER'S WORK

 

6.1.     Company’s Ownership. Board Member agrees that all inventions, discoveries, improvements, trade secrets, formulae, techniques, processes, and know-how, whether or not patentable, and whether or not reduced to practice, that are conceived or developed during the Term, either alone or jointly with others, if on the Company’s time, using the Company’s equipment, supplies, facilities, or trade secret information or relating to the Company shall be owned exclusively by the Company, and Board Member hereby assigns to the Company all Board Member's right, title, and interest in all such intellectual property. The Board Member agrees that the Company shall be the sole owner of all domestic and foreign patents or other rights pertaining thereto, and further agrees to execute all documents that the Company reasonably determines to be necessary or convenient for use in applying for, prosecuting, perfecting, or enforcing patents or other intellectual property rights, including the execution of any assignments, patent applications, or other documents that the Company may reasonably request. This provision is intended to apply only to the extent permitted by applicable law.

 

6.2.     Ownership of Copyrights. Board Member agrees that all original works of authorship not otherwise within the scope of Section 6.1 that are conceived or developed during Board Member's engagement with the Company, either alone or jointly with others, if on the Company’s time, using Company’s facilities, or relating to the Company shall be owned exclusively by the Company, and Board Member hereby assigns to the Company all of Board Member's right, title, and interest in all such original works of authorship. Board Member agrees that the Company shall be the sole owner of all rights pertaining thereto, and further agrees to execute all documents that the Company reasonably determines to be necessary or convenient for establishing in Company’s name the copyright to any such original works of authorship. Board Member shall claim no interest in any inventions, copyrighted material, patents, or patent applications unless Board Member demonstrates that any such invention, copyrighted material, patent, or patent application was developed before he began providing any services for Company. This provision is intended to apply only to the extent permitted by applicable law.

 

 

6.3.     Ownership of Records. Any written record that Board Member may maintain of inventions, discoveries, improvements, trade secrets, formulae, processes, or know-how, whether or not patentable and whether or not reduced to practice, and any such records relating to original works of authorship made by Board Member, alone or jointly with others, in the course of Board Member's engagement with the Company shall remain the property of the Company. Board Member shall furnish the Company any and all such records immediately upon request.

 

6.4.     Ventures. If Board Member, during engagement with the Company, is engaged in or associated with the planning or implementation of any project, program, or venture involving the Company and any third parties, all rights in the project, program, or venture shall belong to the Company, and Board Member shall not be entitled to any interest therein or to any commission, finder's fee, or other compensation in connection therewith other than the compensation to be paid to Board Member as provided in this Agreement.

 

6.5.     Return of Company’s Property and Materials. Upon termination of Board Member’s services with the Company, Board Member shall deliver to the Company all Company property and materials that are in Board Member's possession or control, including all of the information described as confidential information in Section 5.1 of this Agreement and including all other information relating to any inventions, discoveries, improvements, trade secrets, formulae, processes, know-how, or original works of authorship of the Company.

 

7.         INDEMNIFICATION

 

7.1.     By the Company. The Company agrees to indemnify and hold harmless the Board Member with respect to any liability (and actions in respect thereof) incurred by the Board Member by virtue of the performance of the Services hereunder and shall reimburse the Board Member for any legal or other expenses reasonably incurred in connection with investigating or defending any such liability or action, provided that the Company shall have the right to control the defense of any claim giving rise to such liability and no such claim shall be settled without the consent of the Company. The foregoing provisions shall survive termination of this Agreement and any investigation with respect thereto by any party hereto and shall not apply to any such losses, claims, related expenses, damages or liabilities arising out of or in connection with the Board Member’s willful misconduct, fraud, gross negligence or material breach of this Agreement.

 

7.2.     By the Board Member. The Board Member agrees to indemnify and hold harmless the Company (including each of its directors, officers, employees, partners and agents) with respect to any liability (and actions in respect thereof) incurred by Company by virtue of reckless, negligent or intentional misconduct of the Board Member and shall reimburse the Company for any legal or other expenses reasonably incurred in connection with investigating or defending any such liability or action. The foregoing provisions shall survive termination of this Agreement and any investigation with respect thereto by any party hereto.

 

8.         ARBITRATION

 

Except for disputes, controversies, or claims or other actions seeking injunctive or equitable relief, which may be brought before any court having jurisdiction, any controversy, dispute, or claim ("Claim") whatsoever between Board Member on the one hand, and the Company, or any of its affiliated entities or any of its employees, officers, directors, agents, and representatives of the Company or its affiliated entities on the other hand, shall be settled by binding arbitration, at the request of either party, under the rules of the American Arbitration Association. The arbitrator shall be a retired federal or state judge with at least ten-year experience as a judge. The arbitrator shall apply Delaware law. The demand for arbitration must be in writing and made within the applicable statute of limitations period. The arbitration shall take place in Atlanta, Georgia. The parties shall be entitled to conduct reasonable discovery, including conducting depositions and requesting documents. The arbitrator shall have the authority to resolve discovery disputes, including but not limited to determining what constitutes reasonable discovery. The arbitrator shall prepare in writing and timely provide to the parties a decision and award which includes factual findings and the reasons upon which the decision is based.

 

The decision of the arbitrator shall be binding and conclusive on the parties, except as may otherwise be required by law. Judgment upon the award rendered by the arbitrator may be entered in any court having proper jurisdiction. Each party shall bear its or his own fees and costs incurred in connection with the arbitration, except that the arbitrator may award attorneys' fees and costs in accordance with applicable law.

 

 

Both the Company and Board Member understand and agree that by using arbitration to resolve any Claims between Board Member and the Company (or its affiliates) they are giving up any right that they may have to a judge or jury trial with regard to those Claims.

 

9.         MISCELLANEOUS

 

9.1.     Entire Agreement. This agreement between Board Member and the Company constitutes the entire agreement between the parties with respect to the matters referenced herein.

 

9.2.     Amendments. The agreement can be modified only by a written instrument executed by Board Member and Company or its successor on behalf of the Company.

 

9.3.     Disqualification. Board Member represents and warrants to the company that Board Member does not have any “bad actor” disqualification set forth in Rule 506 (d) of Regulation D under the Securities Act of 1933. Board Member acknowledges that Board Member’s representation set forth in this Section 9.3 was a condition precedent to the Company entering into this Agreement. The Board Member further agrees to complete a Director and Officer Insurance Questionnaire upon request in a timely manner for review and acceptance by the Company. The Board Member further understands completion and acceptance of the Director and Officer Insurance Questionnaire in a timely manner with truthful data is a condition of this this agreement.

 

9.4.     Severable Provisions. The provisions of this Agreement are separate and distinct, and if any provisions are determined to be unenforceable in whole or in part, the remaining provisions, and the enforceable parts of any partially unenforceable provisions, shall nevertheless be enforceable.

 

9.5.     Surviving Terms. The provisions of Articles 5, 6, 7, 8, and Section 9.8 shall survive the Term of this Agreement and the termination of Board Member's services.

 

9.6.     Successors and Assigns. The Company may assign its rights and delegate its duties under this Agreement. Board Member may assign his rights under this Agreement only with the Company’s prior written consent. Board Member may not delegate his duties.

 

9.7.     Resignation from Positions with the Company. The termination of the Board Member’s services for the Company for any reason shall, without any further action on the part of the Board Member, constitute the Board Member’s resignation from any board, or officer position the Board Member has with the Company and any of its affiliates, which resignation shall be effective as of the Board Member’s last day of providing services.

 

9.8.     Cooperation. From and after the termination of Board Member’s services for the Company, the Board Member agrees, upon the Company’s request, to reasonably cooperate in any investigation, litigation, arbitration or regulatory proceeding regarding events that occurred during the time that Board Member is retained by the Company or its affiliates. The Board Member will make himself reasonably available to consult with Company’s counsel, to provide information and to appear to give testimony. The Company will, to the extent permitted by law, reimburse the Board Member for any reasonable out-of-pocket expenses that the Board Member incurs in extending such cooperation, so long as the Board Member provides the Company with advance written notice of the Board Member’s request for reimbursement and provides satisfactory documentation of the expenses.

 

9.9.     Governing Law. Regardless of the choice of law provisions of Delaware or of any other jurisdiction, Delaware law shall in all respects govern the validity, construction, and interpretation of this Agreement.

 

9.10.     Headings. Section and subsection headings do not constitute part of this Agreement. They are included solely for convenience and reference, and they in no way define, limit, or describe the scope of this Agreement or the intent of any of its provisions.

 

 

9.11.     Integration. This Agreement together with any exhibits or schedules attached hereto, including any documents expressly incorporated into it by the terms of this Agreement, constitutes the entire agreement between the parties and supersedes all prior oral and written agreements, understandings, negotiations, and discussions relating to the subject matter of this Agreement. With this Agreement the parties rescind any previous agreements or arrangements between themselves. Any supplement, modification, waiver, or termination of this Agreement is valid only if it is set forth in writing and signed by both parties. The waiver of any provision of this Agreement shall not constitute a waiver of any other provisions and, unless otherwise stated, shall not constitute a continuing waiver.

 

9.12.     Notice. Any notice or other communication required or permitted under this Agreement shall be in writing to the address set forth on Exhibit A and shall be deemed to have been given (i) if personally delivered, when so delivered, (ii) if mailed, one week after having been placed in the United States mail, registered or certified, postage prepaid, addressed to the party to whom it is directed at the address listed below or (iii) by national overnight delivery service upon receipt In order for a party to change its address or other information for the purpose of this section, the party must first provide notice of that change in the manner required by this section.

 

9.13.     Advice of Counsel. The Parties each agree and represent that they (i) have had advice of counsel of their choosing or had the opportunity of obtaining advice of counsel, in the negotiation and the preparation of this Agreement, (ii) have read this Agreement, and (iii) are fully aware of the contents and legal effect of the this Agreement.

 

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

 

(Signature page immediately follows)

 

 

IN WITNESS WHEREOF, the parties have caused this Board Member Agreement to be duly executed by their respective authorized representatives as of the Effective Date.

 

 

“COMPANY”:	“BOARD MEMBER”:
Mitesco, Inc. 18202 Minnetonka Blvd, Suite 100 Deephaven, MN 55391       By:                                                                 Name: Lawrence Diamond Title: CEO & Director	Allen Plunk Address:                                                                                                                                     By:                                                                   Title: Director

 

 

 

 

EXHIBIT A

 

Additional Terms

 

A.         Services.  Board Member shall perform such duties and exercise such powers as are usually performed by a Board Member of the Company.

 

B.         Director Payments. The Board of the Company has determined that it is in the best interest of its shareholders to provide certain compensation to its Board members for his services to the Company.

 

C.         The Company will accrue pay for professional fees of $2,500 per month, except for the month that an in person meeting is held, then the professional fee paid will also be $5,000 for that month. It will be paid in cash or exchanged for stock as offered by the BOD

 

D.         Additionally, the board will award equity compensation within 45 days of Mr. Plunk joining the Board, as determined at the next full board meeting

 

E.         Addresses.  For purposes of notice under this Agreement, the addresses of the Company and Board Member are as follows:

 

 

Company:            Mitesco, Inc.

18202 Minnetonka Blvd. suite 100

Deephaven, MN 55391

 

 

Board Member:   Allen Plunk

Address:

                                                               

 

                                                               

 

 

 

Exhibit 17.1

 

 

 

TO: Larry Diamond CEO Mitesco Inc.

 

RE: Resignation

 

Date: December 15, 2023

 

 

Dear Larry,

 

Please accept this notice as my official resignation as a Board Member and as Chief Operating Officer of Mitesco, Inc.

 

The effective date is December 19, 2023.

 

Thank you for the opportunity to assist you and Mitesco and I wish the Company the best in the future.

 

 

Sincerely,

 

Sheila Schweitzer

Exhibit 17.2

 

 

TO:  Larry Diamond CEO Mitesco Inc. 

RE: Resignation 

Date: December 15,2023 

 

Dear Larry, 

Please accept this notice as my official resignation as a Board Member and as Chief Financial Officer of Mitesco, Inc. 

 

The effective date is December 15, 2023. 

 

Thank you for the opportunity to assist you and Mitesco and I wish the Company the best in the future.  

 

Sincerely, 

 

Tom Brodmerkel 

 

Exhibit 17.3

 

Diamond Resignation and Transition Agreement

 

This Executive Resignation and Transition Agreement (this “Agreement”) is entered into and effective as of December 19, 2023 (“Effective Date”). Mitesco, Inc., a Nevada Company with principal place of business at 18202 Minnetonka Blvd. Suite100, Deephaven, MN 55391 (the “Company”), and Lawrence Diamond, an individual (“Executive, Officer, and Director of the company” and together with the Company, the “Parties” and each, a “Party”).

 

WHEREAS, Executive is currently employed by the Company as its CEO, President, and Director of the Board pursuant to the terms of that certain Employment Agreement and Board of Director Agreement by and between the Company and Executive (the Employment Agreement”); and

 

WHEREAS, on 12/18/2023, Executive provided notice of intent to terminate his employment and Directorship with Company effective upon conclusion of a notice period as agreed concluding on:12/29/2023, and the Board of Directors has accepted notification on behalf of the Company (the “Separation”); and

 

WHEREAS, as of the effective date, Executive also provided notice of intent to terminate her duties as officer and director of any of the Company, its subsidiaries and affiliates, which notice was also accepted by the Board of Directors.

 

NOW THEREFORE, the Parties, in consideration of the mutual covenants and agreements set forth hereinafter, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

 

1.

Executive’s employment with the Company will terminate on the Effective Date;

 

2.

As of the Effective Date, Executive will no longer be an officer of the Company, its subsidiaries, and affiliates, including but not limited to:

 

1.

Mitesco, Inc.;

2.

Mitesco NA LLC;

3.

The Good Clinic, LLC;

4.

4. Good Clinic (MN), PLLC;

5.

5. Good Clinic (CO), PLLC.

 

3.

As of the Effective Date, Company owes Executive accrued salary which will be paid if and when Company receives sufficient funding to make such payment, treating Executive the same as other similarly situated executives and consultants. For the avoidance of doubt, this does not include expense reimbursements.

 

4.

Executive will make themself available, in a manner that does not interfere with her new employment, to answer questions or assist with transitioning of matters;

 

5.

If Company requests additional assistance upon conclusion of the Transitioning Work, the Parties will negotiate and agree upon the terms for such engagement at that time.

 

9.

Executive shall take actions reasonably requested by the Company, including, returning to the Company any and all files, records, credit cards, keys, equipment, and any and all other Company property or documents maintained by Executive, at a time and location directed by and at the expense of the Company.

 

10.

The Company agrees that it shall take any and all actions needed to remove Executive as officer from any of its corporate entities.

 

 

 

 

 

/s/ John Mitchell

 

Name_________________________

 

Executive

 

Name: Lawrence Diamond

 

Signature: /s/ Lawrence Diamond

 

 

 

Exhibit 17.4

 

Lonnie Allen Plunk

 

9327 Orchid cove Circle, Vero Beach, FL 32963

 

December 9, 2023

 

Sheila Schweitzer

 

Chairman of the Board Mitesco, Inc.

 

18202 Minnetonka Blvd. Suite 100

 

Deephaven, MN 55391

 

Sheila,

 

Please accept this letter as my notice of intent to resign from the Board of Directors of Mitesco, Inc. It has been a pleasure serving with you and the other board members for the past several months. As several new board members will be joining the company in the coming days, I will remain on the Board of Directors until December 2023 ("Resignation Effective Date'?) for any guidance, transition or board actions that are necessary between now and my Resignation Effective Date. I wish Mitesco all the best as it executes the next chapters of it's strategy.

 

Kindest regards,

 

Lonnie "Allen" Plunk

v3.23.4

Document And Entity Information	Dec. 15, 2023
Document Information Line Items
Entity Registrant Name	MITESCO, INC
Trading Symbol	N/A
Document Type	8-K
Amendment Flag	false
Entity Central Index Key	0000802257
Document Period End Date	Dec. 15, 2023
Entity Emerging Growth Company	false
Entity Incorporation, State or Country Code	NV
Entity File Number	000-53601
Entity Tax Identification Number	87-0496850
Entity Address, Address Line One	505 Beachland Blvd., Suite 1377
Entity Address, City or Town	Vero Beach,
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32963
City Area Code	(844)
Local Phone Number	383-8689
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	N/A
Security Exchange Name	NONE

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