Item
1.01 Entry into a Material Definitive Agreement.
Employment
Agreements with Maja Matthews and Sultan Haroon
Effective
on March 4, 2022, Epiq Scripts, LLC, a majority owned subsidiary of American International Holdings Corp. (the “Company”,
“we”, or “us”), entered into employment agreements with Maja Matthews and Sultan Haroon (each an
“Employee” or collectively, the “Employees”).
The
agreements are substantially identical, except that Mr. Matthews’ agreement provides for Mr. Matthews to serve as Epiq Scripts,
LLC’s Director of Business Development and provides for compensation of $125,000 per year; and Mr. Haroon’s agreement provides
for him to serve as Epiq Scripts, LLC’s Director of Business Operations and provides for compensation of $100,000 per year.
Each
agreement has a one-year term expiring March 4, 2023, provided that the term of each of the agreements automatically extends on a year-to-year
basis thereafter, in the event neither party provides the other at least 30 days prior notice of their intention not to renew the terms
of the agreement.
The
terms of each agreement are discussed below:
The
agreement prohibits the Employee from competing against us during the term of the agreement and for a period of twelve months after the
termination of the agreement which generally restricts their ability to compete against us in any state and any other geographic area
in which we or our subsidiaries provide services or products or in connection with any confidential information obtained from the Company.
We
may terminate the Employee’s employment (a) for “cause” (which is defined to include, a material breach of the
agreement by the Employee (subject to a 20 day cure right), any act of misappropriation of funds or embezzlement by the Employee, the
Employee committing any act of fraud, or the Employee being indicted of, or pleading guilty or nolo contendere with respect to, theft,
fraud, a crime involving moral turpitude, or a felony under federal or applicable state law); (b) in the event the Employee suffers a
physical or mental disability which renders him unable to perform his duties and obligations for either 90 consecutive days or 180 days
in any 12-month period; (c) for any reason without “cause”; or (d) upon expiration of the initial term of the agreement
(or any renewal) upon notice as provided above. The agreement also automatically terminates upon the death of the Employee.
The
Employee may terminate his employment (a) for “good reason”, including (i) if there has been a material breach by
the Company of a material term of the agreement or Employee reasonably believes that the Company is violating any law which would have
a material adverse effect on the Company’s operations and such violation continues uncured following twenty days after such breach
and after notice thereof has been provided to the Company by the Employee, or (ii) Employee’s compensation is reduced without Employee’s
consent, or the Company fails to pay to Employee any compensation due to him upon five days written; or (b) for any reason without “good
reason”; and (c) upon expiration of the initial term of the agreement (or any renewal) upon notice as provided above.
If
the Employee’s employment is terminated pursuant to his death, his disability, by the Company for cause, by the Employee without
“good reason”, or the end of the initial term or any renewal term, the Employee is entitled to salary accrued through the
dated of termination and no other benefits other than as required under the terms of employee benefit plans in which Employee was participating
as of the termination date.
If
the Employee’s employment is terminated for “good reason” or without cause by the Company, the Employee is entitled
to continue to receive the base salary due under the agreement at the rate in effect upon the termination of the agreement, for four
months following such termination, payable in accordance with the Company’s normal payroll practices and policies, as if Employee’s
employment had not terminated.
The
agreements contain standard assignment of inventions, indemnification and confidentiality provisions. Further, each Employee is subject
to non-solicitation covenants during the term of the agreement and for twelve months thereafter. Although the Employees will be prohibited
from competing with us while they are employed with us, they will only be prohibited from competing for twelve months after their employment
with us ends pursuant to the agreements.
The
foregoing summary of the employment agreements does not purport to be complete and is qualified in their entirety by reference to the
Employment Agreements attached hereto as Exhibit 10.1 and Exhibit 10.2, which agreements are incorporated herein by reference
in their entirety.