Annual Report — Small Business — Form 10-KSB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10KSB Annual Report -- Small Business 33 136K
2: EX-3.2 By-Laws of Mediware Information Systems, Inc. 16 60K
5: EX-10.15 Stock Opion Agreement 14 30K
6: EX-10.16.1 Form of Note 6 23K
7: EX-10.16.2 Form of Warrant 7 23K
3: EX-10.3.3 Amended and Restated Secured Promissory Note 17 55K
4: EX-10.7 Employment Letter 6 24K
8: EX-21 Subsidiaries of Registrant 1 4K
9: EX-23 Consent of Independent Auditors 1 6K
10: EX-24 Power of Attorney 1 8K
11: EX-27 Art. 5 FDS for Year End 10-Ksb 2 7K
EX-10.7 — Employment Letter
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EXHIBIT 10.7
Mediware Information Systems, Inc.
1121 Old Walt Whitman Road
Melville, NY 11747
July 20, 1995
Mr. Les N. Dace
11211 Quivas Loop
Westminster, Colorado 80234
Dear Les:
Pursuant to your appointment as President and Chief Executive Officer of
MEDIWARE Information Systems, Inc., this letter describes the details of your
employment, as discussed in my office on July 14, 1995.
1. You will be employed as President and CEO of MEDIWARE Information
Systems effective July 1, 1995.
2. You will continue to act as General Manager for both the Digimedics and
Surgiware product centers.
3. You will report directly to the Chairman of the Board of MEDIWARE
INFORMATION SYSTEMS, Inc.
4. Your remuneration will be:
o A gross salary of $110,000 per year, less applicable taxes,
paid bi-weekly
o A bonus based on the gross profits of MEDIWARE, including the
Hemocare, Digimedics, and Surgiware Product Centers, less all
extra ordinary corporate overhead expenses, paid at a rate
equal to 5% of the gross profit, before interest and tax
allocations. Your bonus will be calculated in the same manner
as the previous President of Mediware, John Frieberg
o 50,000 MIS options, vesting over three years beginning July 1,
1995 @ $1.00 per share
o Previously granted options will continue to be in effect
o Four weeks vacation per year
o All employee benefits offered by MIS
o A $500 per month auto allowance
5. Other elements of your employment are:
o Three months severance will be paid to you if you are
involuntarily terminated
o You will devote substantially all your efforts to this
position
o You will be based in Scotts Valley, California
o Bonuses will be paid every six months as an advance against
audited year end results
MEDIWARE Information Systems, Inc.
Lawrence Auriana I Agree to the Terms Offered Above:
Chairman of the Board Date: 7-20-95
Name: /s/ Les N. Dace
---------------------
Les N. Dace
April 10, 1990
Mr. John Esposito
6A Coptor Court
Huntington, NY 11743
Dear John:
Pursuant to our conversations, this letter describes your employment with
Hemocare, Inc.
I am very happy to offer this position and look forward to continuing a working
and personal relationship that I have already found most productive and
pleasant.
The items we have discussed are:
A. You will be employed as a Vice President of Sales of
Hemocare, Inc. (HI).
B. In this position you will report to me, the C.E.O. of HI.
C. Your responsibilities will be:
1. To profitably manage the sales activities of HI,
including the supervision of the Hemocare sales staff.
2. To participate in the overall management of HI with
particular emphasis on sales and marketing topics.
D. Your remuneration will be:
1. A gross salary of $5,417 per month, less applicable
taxes.
2. A non-recoverable draw of $5,000 per year, against
bonuses, payable bi-weekly.
3. A bonus based on the gross profits of HI, (defined
herein, and subsequently, as gross receipts, less:
hardware costs, discounts, returns, customizations,
interfaces, shipping and delivery costs; and less
direct non-salary, consultant fees, (synonymous with
installation fees), training and installation costs not
covered by HI's charges of these services to customers,
and excluding all monthly support revenues from
existing and future customers) equal to 2% of gross
profit.
4. 150,000 HI options, priced at $.176 per share, or their
equivalent if splits or reverse splits occur. These
options will vest over a three year period at a rate of 50,000
per year.
5. An additional 150,000 HI options, priced at $.176 per share,
or their equivalent if splits or reverse splits occur, to be
awarded at a rate of 50,000 per year, vesting immediately
after award, and awarded, pro-rata that year, based on the
total revenue of HI, achieving 25% growth.
6. A car allowance of $500 per month will be paid to you each
month to defray the cost of car payments, gas and repairs,
maintenance and all other costs associated with the operation
of said vehicle. This car allowance will be paid to you once
per month, less applicable taxes.
7. For purposes of 3 and 5, above, increases in gross profits and
sales of HI which result from new acquisitions or mergers
shall be based on the previous twelve months before the
acquisition and, solely, but reasonably, determined by HI.
E. Other elements of your employment are:
1. You will be eligible for all employee benefit programs in
place for HI employees, such as health insurance, life
insurance, dental insurance, and long term disability.
2. You will earn three weeks paid vacation per year.
3. You will devote substantially all of your efforts to
the responsibilities of this position.
4. You will honor the non-compete and confidential covenants that
are applicable at HI, as defined in the attached document
entitled "Employee Agreement", with the following exceptions:
Section 6, entitled "Damage" is removed from the document.
Section 7, sentence 4 is amended to reflect "State of New
York" versus "State of California" jurisdiction.
5. All bonuses are paid in six month intervals, with the mid-year
bonus payment treated as a draw against the final year-end
bonus, which is based on audited results, and payable when
these are available.
6. In the event of termination of your employment by HI, a
minimum of two months severance pay will be issued to you
based on the salary figures and intervals described in Section
D.(1) above.
-2-
7. A salary review will be undertaken 12 months after you begin
your employment with HI, with any increase based on your
mutual agreement between HI and yourself, primarily determined
by the revenue goals described in Section D.(5) above.
8. You will be reimbursed by HI for all business related
expenses you incur.
If you find these items consistent with our understandings, and suitable to your
acceptance of the position offered, please sign and date the acceptance section
below.
Sincerely yours,
HEMOCARE, INC.
/s/ Colin Shanks
---------------------
Colin Shanks,
President and C.E.O.
I agree to accept the employment position offered, herein.
Date: 5/16/90
Name: /s/ John Esposito
---------------------
John Esposito
-3-
Mediware Information Systems, Inc.
1121 Old Walt Whitman Road
Melville, NY 11747
March 23, 1994
Mr. Thomas Mulstay
14 Berkley Street
Nashua, New Hampshire 03060
Dear Tom:
Pursuant to our conversation, this letter describes your modified employment
with Mediware Information Systems (MIS), for the period July 1, 1993 - June 30,
1994, and will be automatically renewed annually thereafter.
TITLE - VICE PRESIDENT/GENERAL MANAGER HEMOCARE, INC. (HI)
Part Time/Vice President Marketing
Salary - Gross Salary $6,250 Per Mo/$75,000 Yr, with Auto Allowance $500
Per Mo.
Bonus:
(1) A bonus based on the profit of HI, without corporate overheads
of MIS or corporate income taxes, equal to 1.5%, if it is less
than $200,000 and 2.5% for amounts of HI profits greater than
$200,000. Bonus due no later than 30 days from fiscal period
end.
(2) A bonus based on the gross profits of HI (defined here, and
subsequently, as gross receipts, less: hardware costs,
discounts, returns, shipping delivery costs; and less special
work, shipping delivery costs; and less direct non-salary,
consultant fees, training, and installation costs and
excluding all revenues from existing customers) equal to 1% of
this gross profits.
(3) A bonus based on the gross profit of all new MIS sales,
excluding all revenues from existing customers, of 0.5% of
this gross profit.
(4) A bonus of all reseller sales for all products of 3% of
software revenues, interface fees, first year software
maintenance revenue and hardware profit margin.
(5) All bonuses, except for the bonus for reseller sales which
shall be paid on 85% on receipt of customers po or reseller
signed acceptable contract, and down payment, and 15% on
receipt of final customer acceptance or reseller payment,
shall be paid no later than January 30, based on mid-financial
year results as an advance against audited year end results.
Year end bonus to be paid no later than 30 days from audited
statements.
Options - As committed in the original agreement dated May 17, 1990.
Options will be executed and documented in sixty days from
March 16, 1992, and additional options to be issued at the
discretion of the Board.
Travel Expenses - A base amount of $2,000 monthly to defray hotel/lodging,
meals, laundry and tolls and parking. Air fare will be
booked directly through corporate travel agency. Base amount
payable no later than the tenth of the applicable month.
Car Phone - This will be paid for by the company.
Other elements of Employment - You will be eligible for all employee
benefit programs in place for MIS employees.
You will earn three weeks vacation per year.
You will devote substantially all your efforts to this
position.
You will honor the non-compete and confidential covenants that
are applicable to MIS employees.
Three months severance will be paid to you if you are
involuntarily terminated as well as all bonuses and
commissions due at time of termination will be prorated and
paid at the time of termination.
If you find these terms acceptable and suitable to your acceptance of this
position offered, please sign and date the acceptance section below.
Regards,
John C. Frieberg
President
I agree to accept the position offered.
/s/ Thomas Mulstay/3/25/94
--------------------------
Thomas Mulstay/Date
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Dates Referenced Herein and Documents Incorporated by Reference
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