Florida | 59-3029743 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
27317 N.W. 78th Avenue, High Springs, Florida | 32643 | |
(Address of principal executive offices) | (Zip Code) |
High
|
Low
|
||||||||
2007
|
First Quarter
|
$ | 0.05 | $ | 0.02 | ||||
second Quarter
|
$ | 0.05 | $ | 0.02 | |||||
Third Quarter
|
$ | 0.04 | $ | 0.02 | |||||
Fourth Quarter
|
$ | 0.05 | $ | 0.02 | |||||
2008
|
First Quarter
|
$ | 0.03 | $ | 0.02 | ||||
second Quarter
|
$ | 0.08 | $ | 0.03 | |||||
Third Quarter
|
$ | 0.08 | $ | 0.02 | |||||
Fourth Quarter
|
$ | 0.06 | $ | 0.02 | |||||
2009
|
First Quarter
|
$ | 0.03 | $ | 0.03 | ||||
second Quarter
|
$ | 0.07 | $ | 0.05 | |||||
Third Quarter
|
$ | 0.07 | $ | 0.06 | |||||
Fourth Quarter
|
$ | 0.13 | $ | 0.11 |
ISSUER PURCHASES OF EQUITY SECURITIES
|
||||||||||||||||
Period
|
Total Number of Shares (or Units) Purchased
|
Average Price Paid per Share (or Unit)
($)
|
Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
|
Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
|
||||||||||||
May 2009
|
157,780 | 0.05 | - | - | ||||||||||||
June 2009
|
5,000 | 0.07 | - | - | ||||||||||||
Total
|
162,780 | 0.05669 | - | - |
ASSETS
|
||||||||
December 30, 2009
|
December 31, 2008
|
|||||||
CURRENT ASSETS
|
||||||||
Cash and cash equivalents
|
$ | 338,872 | $ | 276,669 | ||||
Accounts receivable
|
40,425 | 27,794 | ||||||
Inventory
|
185,262 | 209,975 | ||||||
Other current assets
|
- | 2,000 | ||||||
Total current assets
|
564,559 | 516,438 | ||||||
PROPERTY AND EQUIPMENT, NET
|
466,537 | 442,784 | ||||||
OTHER ASSETS
|
||||||||
Note receivable
|
9,894 | - | ||||||
Stockholder loan
|
469 | 17,069 | ||||||
Deferred tax asset
|
250,000 | 250,000 | ||||||
Intangibles, net of accumulated amortization of
|
||||||||
$6,000 and $5,000, respectively
|
4,000 | 5,000 | ||||||
Total other assets
|
264,363 | 272,069 | ||||||
TOTAL ASSETS
|
$ | 1,295,459 | $ | 1,231,291 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
CURRENT LIABILITIES
|
||||||||
Accounts payable and accrued expenses
|
$ | 27,676 | $ | 72,125 | ||||
Total current liabilities
|
27,676 | 72,125 | ||||||
LONG-TERM LIABILITIES
|
||||||||
Accrued stock compensation
|
66,000 | - | ||||||
STOCKHOLDERS’ EQUITY
|
||||||||
Common stock, par value $.0001 per share,
|
||||||||
100,000,000 shares authorized, 31,103,822 and
|
||||||||
26,542,438 shares issued and outstanding, respectively
|
3,110 | 2,654 | ||||||
Preferred Stock, par value $.0001 per share,
|
||||||||
5,000,000 shares authorized;
|
||||||||
Series A, 1 share issued and outstanding
|
- | - | ||||||
Additional paid-in capital
|
3,483,427 | 3,238,911 | ||||||
Accumulated deficit
|
(2,275,526 | ) | (2,082,399 | ) | ||||
Treasury stock, at cost -- 162,780 shares at December 31, 2009
|
(9,228 | ) | - | |||||
Total stockholders’ equity
|
1,201,783 | 1,159,166 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$ | 1,295,459 | $ | 1,231,291 |
2009
|
2008
|
|||||||
REVENUES
|
||||||||
Product sales
|
$ | 603,041 | $ | 494,937 | ||||
Consulting income
|
20,833 | - | ||||||
623,874 | 494,937 | |||||||
EXPENSES
|
||||||||
Personnel
|
486,087 | 370,449 | ||||||
Cost of products sold
|
||||||||
(exclusive of depreciation and
|
||||||||
amortization, shown separately below)
|
110,830 | 99,319 | ||||||
Consulting stock expense
|
76,417 | - | ||||||
Professional fees
|
88,142 | 101,164 | ||||||
Office and other
|
31,217 | 34,012 | ||||||
Amortization and Depreciation
|
20,577 | 22,869 | ||||||
Freight and shipping
|
11,463 | 14,432 | ||||||
Loss on disposal of equipment
|
76 | - | ||||||
Abandoned patent database costs
|
- | 92,166 | ||||||
824,809 | 734,411 | |||||||
Operating loss
|
(200,935 | )) | (239,474 | ) | ||||
OTHER INCOME (EXPENSE)
|
||||||||
Investment and other income
|
7,808 | 28,058 | ||||||
Interest expense
|
- | (1,816 | ) | |||||
Total other income (expense)
|
7,808 | 26,242 | ||||||
NET (LOSS) BEFORE
|
||||||||
INCOME TAXES
|
(193,127 | ) | (213,232 | ) | ||||
INCOME TAXES EXPENSE
|
- | (200,000 | ) | |||||
NET (LOSS)
|
$ | (193,127 | ) | $ | (413,232 | ) | ||
NET (LOSS) PER COMMON SHARE
|
$ | (0.01 | ) | $ | (0.02 | ) | ||
WEIGHTED AVERAGE NUMBER OF
|
||||||||
COMMON SHARES OUTSTANDING
|
28,750,597 | 25,533,349 | ||||||
Common Stock
|
Preferred Stock
|
Additional
|
Total
|
|||||||||||||||||||||||||||||
Shares
|
Par
Value
|
Shares
|
Par
Value
|
Paid-In Capital
|
Treasury Stock
|
Accumulated Deficit
|
Stockholders’Equity
|
|||||||||||||||||||||||||
Balance,
|
||||||||||||||||||||||||||||||||
December 31, 2007
|
20,824,291 | $ | 2,083 | - | $ | - | $ | 3,030,737 | $ | - | $ | (1,669,167 | ) | $ | 1,363,653 | |||||||||||||||||
Shares issued under
|
||||||||||||||||||||||||||||||||
employment agreements
|
5,616,958 | 561 | - | - | 204,446 | - | - | 205,007 | ||||||||||||||||||||||||
Shares issued for services
|
101,189 | 10 | - | - | 3,728 | - | - | 3,738 | ||||||||||||||||||||||||
Net loss
|
- | - | - | - | - | - | (413,232 | ) | (413,232 | ) | ||||||||||||||||||||||
Balance,
|
||||||||||||||||||||||||||||||||
December 31, 2008
|
26,542,438 | 2,654 | 1 | - | 3,238,911 | - | (2,082,399 | ) | 1,159,166 | |||||||||||||||||||||||
Balance,
|
||||||||||||||||||||||||||||||||
Shares issued under
|
||||||||||||||||||||||||||||||||
employment agreements
|
3,161,384 | 316 | - | - | 155,056 | - | - | 155,372 | ||||||||||||||||||||||||
Shares issued to acquire
|
||||||||||||||||||||||||||||||||
Investment
|
1,400,000 | 140 | - | - | 89,460 | - | - | 89,600 | ||||||||||||||||||||||||
Purchase of treasury stock
|
- | - | - | - | - | (9,228 | ) | - | (9,228 | ) | ||||||||||||||||||||||
Net loss
|
- | - | - | - | - | - | (193,127 | ) | (193,127 | ) | ||||||||||||||||||||||
Balance,
|
||||||||||||||||||||||||||||||||
December 31, 2009
|
31,103,822 | $ | 3,110 | 1 | $ | - | $ | 3,483,427 | $ | (9,228 | ) | $ | (2,275,526 | ) | $ | 1,201,783 |
2009
|
2008
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net (loss)
|
$ | (193,127 | ) | $ | (413,232 | ) | ||
Adjustments to reconcile net income (loss) to net
|
||||||||
cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
20,577 | 22,869 | ||||||
Stock received for services
|
(20,833 | ) | - | |||||
Stock compensation to consultant
|
10,417 | - | ||||||
Loss on disposal of equipment
|
76 | - | ||||||
Stock compensation to employees
|
255,388 | 208,745 | ||||||
Abandoned patent database costs
|
- | 92,166 | ||||||
Deferred income tax assets
|
- | 200,000 | ||||||
Increase or decrease in:
|
||||||||
Accounts receivable
|
(12,631 | ) | 57,640 | |||||
Inventory
|
24,713 | (102,351 | ) | |||||
Other current assets
|
2,000 | 442 | ||||||
Accounts payable and accrued expenses
|
(44,449 | ) | (1,539 | ) | ||||
Accrued stock compensation
|
66,000 | - | ||||||
Total adjustments
|
301,258 | 477,972 | ||||||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
108,131 | 64,740 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Purchase of property and equipment
|
(43,406 | ) | (25,164 | ) | ||||
Redemption of certificates of deposit
|
- | 263,985 | ||||||
Patent database developed
|
- | (59,253 | ) | |||||
Redemption with related party
|
- | 853 | ||||||
Loan to shareholder
|
- | (17,069 | ) | |||||
Payment received from loan to shareholder
|
16,600 | - | ||||||
Cash loaned under note receivable
|
(9,894 | ) | - | |||||
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
|
(36,700 | ) | 163,352 | |||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Repurchase of common stock
|
(9,228 | ) | - | |||||
Payments on long-term debt
|
- | (140,074 | ) | |||||
Payments on loan payable to stockholder
|
- | (21,330 | ) | |||||
NET CASH (USED IN) FINANCING ACTIVITIES
|
(9,228 | ) | (161,404 | ) | ||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
62,203 | 66,688 | ||||||
CASH AND CASH EQUIVALENTS
, beginning of period
|
276,669 | 209,981 | ||||||
CASH AND CASH EQUIVALENTS
, end of period
|
$ | 338,872 | $ | 276,669 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
||||||||
Cash paid for interest
|
$ | - | $ | 1,816 | ||||
Cash paid for income taxes
|
$ | - | $ | - |
2009
|
2008
|
|||||||
Land
|
$ | 80,000 | $ | 80,000 | ||||
Building and improvements
|
432,082 | 418,978 | ||||||
Machinery and equipment
|
23,046 | 23,046 | ||||||
Office furniture and equipment
|
51,381 | 51,705 | ||||||
586,509 | 573,729 | |||||||
Less: accumulated depreciation
|
167,353 | 149,419 | ||||||
419,156 | 424,310 | |||||||
Construction in progress
|
47,381 | 18,474 | ||||||
Property and equipment, net
|
$ | 466,537 | $ | 442,784 |
Year Ending
December 31,
|
Amount
|
|||
2010
|
$ | 195,000 | ||
2017
|
206,000 | |||
2020
|
280,000 | |||
2021
|
71,000 | |||
2024
|
66,000 | |||
2028
|
7,000 | |||
Total
|
$ | 825,000 |
2009
|
2008
|
|||||||
Current income tax benefit
|
$ | 21,000 | $ | 25,000 | ||||
Tax expense of temporary differences
|
(45,000 | ) | (45,000 | ) | ||||
Tax benefit of operating loss carryfords
|
18,000 | - | ||||||
Expiration of net operating loss carryforward
|
(92,000 | ) | - | |||||
Decrease (increase) in valuation allowance
|
98,000 | (180,000 | ) | |||||
Total net tax benefit (expense)
|
$ | - | $ | (200,000 | ) |
2009
|
2008
|
|||||||
Deferred tax assets
|
||||||||
Net operating loss carryforwards
|
$ | 230,000 | $ | 380,000 | ||||
Stock-based compensation expense
|
100,000 | 47,000 | ||||||
Depreciation and amortization expense
|
2,000 | 3,000 | ||||||
Total deferred tax assets
|
332,000 | 430,000 | ||||||
Less valuation allowance
|
(82,000 | ) | (180,000 | ) | ||||
Deferred tax assets, net of valuation
|
250,000 | 250,000 | ||||||
Deferred tax liabilities
|
- | - | ||||||
Net tax assets
|
$ | 250,000 | $ | 250,000 |
2009
|
2008
|
|||||||
Tax benefit at Federal statutory rate
|
$ | 21,000 | $ | 25,000 | ||||
Effect of State taxes
|
4,000 | 5,000 | ||||||
Use of net operating loss
|
21,000 | - | ||||||
Expiration of net operating loss
|
(92,000 | ) | - | |||||
Valuation allowance - net operating loss
|
98,000 | (180,000 | ) | |||||
Change in expected income tax rate
|
(8,000 | ) | (3,000 | ) | ||||
Stock-based compensation
|
(44,000 | ) | (47,000 | ) | ||||
Total tax benefit (provision)
|
$ | - | $ | (200,000 | ) |
•
|
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
|
Name
|
Age
|
Positions and Offices
With Registrant
|
Year First Became Director
|
C.E. Rick Strattan
|
65
|
Director, CEO, Chairman
|
1990
|
George L. Fails
|
66
|
Director, President
|
2001
|
Louis S. Weltman
|
53
|
Director
|
2009
|
Long-term Compensation
|
||||||||||||||||||||||||||||||
Annual Compensation
|
Awards
|
Payouts
|
||||||||||||||||||||||||||||
Name & Principal
|
Year
|
Salary
($)
|
Bonus
($)
|
Other Annual Compensation
($)
|
Restricted Stock Awards
($)
|
Securities underlying Options/SARs (#)
|
LTIP Year Payouts
($)
|
All Other Compensation
($) (7)
|
||||||||||||||||||||||
C.E. Rick Strattan
|
2009
|
117,000 | - | - | 75,000.00 | (1) | - | - | 940 | |||||||||||||||||||||
President, CEO
|
2008
|
84,000 | - | - | 189,822.00 | (4) | - | - | - | |||||||||||||||||||||
Chairman
|
2007
|
36,000 | 25,000 | - | 148,603.00 | (3) | - | - | - | |||||||||||||||||||||
George L. Fails
|
2009
|
39,000 | - | - | 7,232.00 | (2) | - | - | 200 | |||||||||||||||||||||
Operations
|
2008
|
36,000 | - | - | 15,186.00 | (5) | - | - | - | |||||||||||||||||||||
Manager
|
2007
|
30,000 | - | - | - | - | - | - | ||||||||||||||||||||||
Louis S. Weltman
|
2009
|
- | - | - | 18,000.00 | (6) | - | - | - | |||||||||||||||||||||
Director
|
- |
Names and Address of Individual
or Identity of Group
|
Class of Stock
|
Amount and Nature of Beneficial Ownership
|
Approximate %
of Class
|
C.E. Rick Strattan
4123 N.W. 46
th
Avenue
Gainesville, FL 32606
|
Common Stock
|
17,765,650
|
50.02%
|
George L. Fails
2420 N.W. 142 Avenue
Gainesville, FL 32609
|
Common Stock
|
1,346,749
|
3.79%
|
Louis S. Weltman
3205 N.W. 62
nd
Street
Boca Raton, FL 33496
|
Common Stock
|
2,000,000 (1)
|
5.63%
|
All Officers and Directors as a group
|
Common Stock
|
21,112,399
|
59.44%
|
C.E. Rick Strattan
4123 N.W. 46
th
Avenue
Gainesville, FL 32606
|
Series A Preferred Stock
|
1
|
100%
|
Plan Category
|
Number of Securities to be issued upon exercise of outstanding options, warrants and rights
(a) (#)
|
Weighted average exercise price of outstanding options, warrants and rights
(b) ($)
|
Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a))
(c) (#)
(3)
|
|||
Equity compensation plans not approved by security holders
(1)
|
None
|
Not Applicable
|
Not Applicable
|
|||
Equity compensation plans approved by security holders
(2)
|
*********** See Note 1 to Table (below) ************
|
|||||
Total:
|
*
|
Filed herewith.
|
||
†
|
Indicates management contract or compensatory plan.
|
TO:
|
Department of State
|
|
Tallahassee, Florida 32304
|
1.
|
To engage in any activity or business authorized under the Florida Statutes.
|
2.
|
In general, to carry on any and all incidental business: to have and exercise all the powers conferred by the laws of the state of Florida, and to do any and all things herein set forth to the same extent as a natural person might or could do.
|
3.
|
To purchase or otherwise acquire, undertake, carry on, improve, or develop, all or any of the business, good will, rights, interests, assets, capital stock and liabilities of any person, firm, association, or corporation carrying on any kind of business of a similar nature to that which this corporation is authorized to carry on, pursuant to the provisions of this certificate; and to hold, utilize, or in any manner dispose of the rights, interests, capital stock and property so acquired.
|
4.
|
To enter into and make all necessary contracts for its business with any person, entity, partnership, association, corporation, domestic or foreign, or of any domestic or foreign state, government, or governmental authority, or of any political or administrative subdivision, or department thereof, and to perform and carry out, assign, cancel, rescind any of such contracts.
|
5.
|
To exercise all or any of the corporate powers, and to carry out all or any of the purposes, enumerated herein otherwise granted or permitted by law, while acting as an agent, nominee, or attorney-in-fact for any persons or corporations, and perform any service under contract or otherwise for any corporation, joint stock company, association, partnership, firm, syndicate, individual, or other entity, and in such capacity or under such arrangement, to develop, improve, stabilize, strengthen, extend the property and commercial interest thereof, and to aid, assist, or participate in any lawful enterprises in connection therewith or incidental to such agency, representation, or service, and to render any other service or assistance insofar as it lawfully may under the laws of the state of Florida, providing for the formation, rights, privileges, and communities of corporation for profit.
|
6.
|
To do everything necessary, proper, advisable, or convenient for the accomplishment of any of the purposes, or the attainment of any of the objects, or the furtherance of any of the powers herein set forth, either alone or in association with others incidental or pertaining to, or going out of, or connected with its business or powers, provided the same shall not be inconsistent with the laws of the state of Florida.
|
7.
|
The several clauses contained in this statement of the general nature of the business or businesses to be transacted shall be construed as both purposes and powers of this corporation, and statements contained in each clause shall, except as otherwise expressed, be in no ways limited or restricted by reference to or inference from the terms of any other clause, They shall be regarded as independent purposes and powers. Nothing herein contained shall be deemed or construed as authorizing or permitting, or purporting to authorize or permit the corporation to carry on any business, exercise any power, or do any act which the corporation may not, under the laws of the state of Florida, lawfully carry on, exercise, or do.
|
Class
|
Number of Shares
|
Common
|
4,846,220
|
Class
|
Number of Shares
Voted For
|
Number of Shares
Voted Against
|
Common
|
2,929,000
|
0
|
CTD HOLDINGS, INC. | |||
|
By:
|
/s/ C.E. Rick Strattan | |
C.E. RICK STRATTAN, President | |||
Corporate Seal
|
Attest:
|
/s/ | |
C.E. RICK STRATTAN, C.E.O. | |||
/s/ George L. Fails | |||
GEORGE L. FAILS | |||
Title | |||
|
/s/ Bruce Brashear | |
Notary Public State at Large | ||
My Commission Expires: March 4, 2006 | ||
TO:
|
Department of State
|
|
Tallahassee, Florida 32304
|
CTD HOLDINGS, INC. | |||
By:
|
/s/ C.E. Rick Strattan | ||
President | |||
Corporate Seal | Attest: | /s/ C.E. Rick Strattan | |
Secretary |
/s/ Carrie P. Fogan | ||
Notary Public, State at Large | ||
My Commission Expires: January 10, 2005 | ||
1.
|
Employment
.
|
1.1.
|
Subject to Section 3 below, the Company hereby employs Employee for a term beginning on January 1, 2007, and ending December 31, 2007 (the "Employment Term"), commencing on the Effective Date, to serve as the President of the Company and to perform such services and duties as are consistent with such position and as may be directed by the Company's Board of Directors. Employee hereby accepts such employment. Employee shall not engage in any venture or activity that materially interferes with Employee's performance of his duties hereunder. The Employee agrees to be present and to work such hours and at such times as are reasonably requested by the Company. Employee's offices shall be located in High Springs, Florida.
|
1.2.
|
Employee may extend the term of this Agreement at the end of each elapsed year by giving written notice of such extension not less than sixty (60) days prior to the first anniversary of this Agreement and each anniversary thereafter that the term of this Agreement is to be extended. Immediately following the exercise this election to extend, the remaining term of this Agreement will be one (1) years plus the period remaining in the year notice of the extension is given.
|
2.
|
Compensation and Benefits
. During the Employment Term, the Company shall pay Employee the compensation and other amounts set forth below.
|
2.1.
|
Salary
. The Company shall pay Employee a salary of Thirty Thousand Dollars ($30,000) per annum through December 31, 2007, plus Six Thousand Five Hundred Dollars ($6,500) per month to purchase restricted shares of the Company's common stock in accordance with the following formula: The shares to be issued shall be valued at 80% of the common stock's market value as of the closing of the market on the last trading day of each month during 2006. That is to say, the number of shares due is equal to $6,500 divided by 80% of the closing price of the Company's stock on the last day of each month. The Employee's Salary shall be payable according to the Company's regular payroll practices and subject to such deductions as may be required by law.
|
2.2.
|
Benefits
. Employee shall receive: (i) the employee benefits and perquisites provided by the Company to its executive officers from time-to-time, including two (2) weeks' paid vacation during each calendar year; and (ii) twenty (20) paid time off days per year and (iii) reimbursement for reasonable and necessary out-of-pocket expenses incurred in the performance of his duties hereunder, including, but not limited to, travel and entertainment expenses (such expenses shall be reimbursed by the Company, from time to time, upon presentation of appropriate receipts therefor).
|
2.3.
|
The Company shall provide Employee health insurance of a type acceptable to Employee, the premium for which shall not exceed $4,800.00 annually.
|
3.
|
Termination
. The Employee's employment pursuant to this Agreement shall be terminated by the first to occur of the following events.
|
3.1.
|
The death of Employee.
|
3.2.
|
The Complete Disability of Employee. "Complete Disability" as used herein shall mean the inability of Employee, due to illness, accident or any other physical or mental incapacity, to perform the services provided for in this Agreement for an aggregate of 120 days within any period of twelve (12) consecutive months during the term hereof.
|
3.3.
|
The discharge of Employee by the Company for Cause. "Cause" as used herein shall mean:
|
3.3.1.
|
conviction of a felony or a crime involving moral turpitude;
|
3.3.2.
|
acts of fraud by Employee against the Company or its affiliates, or in connection with the performance of his duties hereunder, as determined by the Company after investigation, notice of the charge to Employee and after allowing Employee an opportunity to explain the conduct in question;
|
3.3.3.
|
the Employee's willful and material failure or refusal to perform Employee's duties and obligations under this Agreement, (a "Default");
provided, however,
that in the case of this subsection; termination for "Cause" shall occur only if the Company has given written notice of the Default to Employee and Employee has failed to cure the Default in question during a period of seven (7) days after the date of Employee's receipt of such notice.
|
3.4.
|
Upon any termination pursuant to Section 3.1, the Company shall be released from all obligations hereunder (except for the obligation to pay any compensation and benefits described in Section 2 hereof which are accrued and unpaid as of the date of termination).
|
3.5.
|
Employee shall not be required to pay any Company related expense for later reimbursement by the Company. The Company will approve and pay Company related expenses in advance.
|
4.
|
Successors
. This Agreement is personal to Employee and may not be assigned by Employee. This Agreement is not assignable by the Company except in connection with the sale of all or substantially all of the Company's assets or stock or upon a merger or any similar transaction. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.
|
5.
|
Miscellaneous
.
|
5.1.
|
Modification and Waiver
. Any term or condition of this Agreement may be waived at any time by the party hereto that is entitled to the benefit thereof; provided, however, that any such waiver shall be in writing and signed by the waiving party, and no such waiver of any breach or default hereunder is to be implied from the omission of the other party to take any action on account thereof. A waiver on one occasion shall not be deemed to be a waiver of the same or of any other breach on a future occasion. This Agreement may be modified or amended only by a writing signed by both parties hereto.
|
5.2.
|
Governing Law
. This Agreement shall be construed in accordance with, and all actions arising under or in connection therewith shall be governed by, the internal laws of the State of Florida. The parties hereto agree that any claim or dispute arising under or in connection with this Agreement shall be submitted for adjudication exclusively in courts of Alachua County, Florida, and both parties hereto expressly agrees to be bound by such selection of jurisdiction and venue for purposes of such adjudication. In any action arising out of or in connection with this agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees incurred.
|
5.3.
|
Tax Withholding
. The Company may withhold from any amounts payable under this Agreement such taxes as shall be required to be withheld pursuant to any applicable law or regulation.
|
5.4.
|
Section Captions
. Section and other captions contained in this Agreement are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.
|
5.5.
|
Severability
. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.
|
5.6.
|
Integrated Agreement
. This Agreement constitutes the entire understanding and agreement among the parties hereto with respect to the subject matter hereof, and supersedes any other employment agreements executed before the date hereof. Except with respect to the Investment Agreement and the transactions contemplated thereby, there are no agreements, understandings, restrictions, representations, or warranties among the parties other than those set forth herein or herein provided for.
|
5.7.
|
Interpretation
. No provision of this Agreement is to be interpreted for or against any party because that party or that party's legal representative drafted such provision. For purposes of this Agreement: "herein," "hereby," "hereunder," "herewith," "hereafter," and "hereinafter" refer to this Agreement in its entirety, and not to any particular section or subsection. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument.
|
5.8.
|
Notices
. All notices, requests, demands, or other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given upon receipt if delivered in person or by Federal Express (or similar overnight courier service) to the parties at the following addresses:
|
If to Employee: | C.E. Rick Strattan | |
27317 NW 78th Avenue | ||
High Springs, FL 32643 | ||
If to the Company: | CTD Holdings, Inc. | |
27317 NW 78th Avenue | ||
High Springs, FL 32643 |
5.9.
|
Any party may change the address to which notices, requests, demands or other communications to such party shall be delivered or mailed by giving notice thereof to the other parties hereto in the manner provided herein. Any notice may be given on behalf of a party by its counsel.
|
COMPANY: | |||
CTD HOLDINGS, INC. | |||
|
By:
|
/s/ C.E. Rick Strattan | |
C.E. Rick Strattan | |||
President/Chief Executive Officer | |||
EMPLOYEE: | |||
/s/ C.E. Rick Strattan | |||
C.E. RICK STRATTAN |
1.
|
Employment
.
|
1.1.
|
Subject to Section 3 below, the Company hereby employs Employee for a term beginning on January 1, 2008, and ending December 31, 2008 (the "Employment Term"), commencing on the Effective Date, to serve as the President of the Company and to perform such services and duties as are consistent with such position and as may be directed by the Company's Board of Directors. Employee hereby accepts such employment. Employee shall not engage in any venture or activity that materially interferes with Employee's performance of his duties hereunder. The Employee agrees to be present and to work such hours and at such times as are reasonably requested by the Company. Employee's offices shall be located in High Springs, Florida.
|
1.2.
|
Employee may extend the term of this Agreement at the end of each elapsed year by giving written notice of such extension not less than sixty (60) days' prior to the first anniversary of this Agreement and each anniversary thereafter that the term of this Agreement is to be extended. Immediately following the exercise this election to extend, the remaining term of this Agreement will be one (1) year plus the period remaining in the year notice of the extension is given.
|
2.
|
Compensation and Benefits
. During the Employment Term, the Company shall pay Employee the compensation and other amounts set forth below.
|
2.1.
|
Salary
. The Company shall pay Employee a salary of Seven Thousand Dollars ($7,000) per month through December 31, 2008, plus Twelve Thousand Five Hundred Dollars ($12,500) per month to purchase restricted shares of the Company's common stock in accordance with the following formula: The shares to be issued shall be valued at 80% of the common stock's market value as of the closing of the market on the last trading day of each month during 2008. That is to say, the number of shares due is equal to $12,500 divided by 80% of the closing price of the Company's stock on the last day of each month. The Employee's S
alary shall be payable according to the Company's regular payroll practices and subject to such deductions as may be required by law.
|
2.2.
|
Benefits
. Employee shall receive: (i) the employee benefits and perquisites provided by the Company to its executive officers from time-to-time, including two (2) weeks' paid vacation during each calendar year; and (ii) twenty (20) paid time off days per year and (iii) reimbursement for reasonable and necessary out-of-pocket expenses incurred in the performance of his duties hereunder, including, but not limited to, travel and entertainment expenses (such expenses shall be reimbursed by the Company, from time to time, upon presentation of appropriate receipts therefor).
|
2.3.
|
The Company shall provide Employee health insurance of a type acceptable to Employee, the premium for which shall not exceed $4,800.00 annually.
|
3.
|
Termination
. The Employee's employment pursuant to this Agreement shall be terminated by the first to occur of the following events.
|
3.1.
|
The death of Employee.
|
3.2.
|
The Complete Disability of Employee. "Complete Disability" as used herein shall mean the inability of Employee, due to illness, accident or any other physical or mental incapacity, to perform the services provided for in this Agreement for an aggregate of 120 days within any period of twelve (12) consecutive months during the term hereof.
|
3.3.
|
The discharge of Employee by the Company for Cause. "Cause" as used herein shall mean:
|
3.3.1.
|
conviction of a felony or a crime involving moral turpitude;
|
3.3.2.
|
acts of fraud by Employee against the Company or its affiliates, or in connection with the performance of his duties hereunder, as determined by the Company after investigation, notice of the charge to Employee and after allowing Employee an opportunity to explain the conduct in question;
|
3.3.3.
|
the Employee's willful and material failure or refusal to perform Employee's duties and obligations under this Agreement, (a "Default");
provided, however,
that in the case of this subsection; termination for "Cause" shall occur only if the Company has given written notice of the Default to Employee and Employee has failed to cure the Default in question during a period of seven (7) days after the date of Employee's receipt of such notice.
|
3.4.
|
Upon any termination pursuant to Section 3.1, the Company shall be released from all obligations hereunder (except for the obligation to pay any compensation and benefits described in Section 2 hereof which are accrued and unpaid as of the date of termination).
|
3.5.
|
Employee shall not be required to pay any Company related expense for later reimbursement by the Company. The Company will approve and pay Company related expenses in advance.
|
4.
|
Successors
. This Agreement is personal to Employee and may not be assigned by Employee. This Agreement is not assignable by the Company except in connection with the sale of all or substantially all of the Company's assets or stock or upon a merger or any similar transaction. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.
|
5.
|
Miscellaneous
.
|
5.1.
|
Modification and Waiver
. Any term or condition of this Agreement may be waived at any time by the party hereto that is entitled to the benefit thereof; provided, however, that any such waiver shall be in writing and signed by the waiving party, and no such waiver of any breach or default hereunder is to be implied from the omission of the other party to take any action on account thereof. A waiver on one occasion shall not be deemed to be a waiver of the same or of any other breach on a future occasion. This Agreement may be modified or amended only by a writing signed by both parties hereto.
|
5.2.
|
Governing Law
. This Agreement shall be construed in accordance with, and all actions arising under or in connection therewith shall be governed by, the internal laws of the State of Florida. The parties hereto agree that any claim or dispute arising under or in connection with this Agreement shall be submitted for adjudication exclusively in courts of Alachua County, Florida, and both parties hereto expressly agrees to be bound by such selection of jurisdiction and venue for purposes of such adjudication. In any action arising out of or in connection with this agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees incurred.
|
5.3.
|
Tax Withholding
. The Company may withhold from any amounts payable under this Agreement such taxes as shall be required to be withheld pursuant to any applicable law or regulation.
|
5.4.
|
Section Captions
. Section and other captions contained in this Agreement are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.
|
5.5.
|
Severability
. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.
|
5.6.
|
Integrated Agreement
. This Agreement constitutes the entire understanding and agreement among the parties hereto with respect to the subject matter hereof, and supersedes any other employment agreements executed before the date hereof. Except with respect to the Investment Agreement and the transactions contemplated thereby, there are no agreements, understandings, restrictions, representations, or warranties among the parties other than those set forth herein or herein provided for.
|
5.7.
|
Interpretation
. No provision of this Agreement is to be interpreted for or against any party because that party or that party's legal representative drafted such provision. For purposes of this Agreement: "herein," "hereby," "hereunder," "herewith," "hereafter," and "hereinafter" refer to this Agreement in its entirety, and not to any particular section or subsection. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument.
|
5.8.
|
Notices
. All notices, requests, demands, or other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given upon receipt if delivered in person or by Federal Express (or similar overnight courier service) to the parties at the following addresses:
|
If to Employee: | C.E. Rick Strattan | |
27317 NW 78th Avenue | ||
High Springs, FL 32643 | ||
If to the Company: | CTD Holdings, Inc. | |
27317 NW 78th Avenue | ||
High Springs, FL 32643 |
5.9.
|
Any party may change the address to which notices, requests, demands or other communications to such party shall be delivered or mailed by giving notice thereof to the other parties hereto in the manner provided herein. Any notice may be given on behalf of a party by its counsel.
|
COMPANY: | |||
CTD HOLDINGS, INC. | |||
By:
|
/s/ C.E. Rick Strattan | ||
C.E. Rick Strattan | |||
President/Chief Executive Officer | |||
EMPLOYEE: | |||
/s/ C.E. Rick Strattan | |||
C.E. RICK STRATTAN |
1.
|
Employment
.
|
1.1.
|
Subject to Section 3 below, the Company hereby employs Employee for a term beginning on January 1, 2009, and ending December 31, 2009 (the "Employment Term"), commencing on the Effective Date, to serve as the President of the Company and to perform such services and duties as are consistent with such position and as may be directed by the Company's Board of Directors. Employee hereby accepts such employment. Employee shall not engage in any venture or activity that materially interferes with Employee's performance of his duties hereunder. The Employee agrees to be present and to work such hours and at such times as are reasonably requested by the Company. Employee's offices shall be located in High Springs, Florida.
|
1.2.
|
Employee may extend the term of this Agreement at the end of each elapsed year by giving written notice of such extension not less than sixty (60) days' prior to the first anniversary of this Agreement and each anniversary thereafter that the term of this Agreement is to be extended. Immediately following the exercise this election to extend, the remaining term of this Agreement will be one (1) year plus the period remaining in the year notice of the extension is given.
|
2
.
|
Compensation and Benefits
. During the Employment Term, the Company shall pay Employee the compensation and other amounts set forth below.
|
2.1.
|
Salary
. The Company shall pay Employee a salary of Twelve Thousand Five Hundred Dollars ($12,500) per month through December 31, 2009 The Employee's Salary shall be payable according to the Company's regular payroll practices and subject to such deductions as may be required by law.
|
2.2.
|
Benefits
. Employee shall receive: (i) the employee benefits and perquisites provided by the Company to its executive officers from time-to-time, including two (2) weeks' paid vacation during each calendar year; and (ii) twenty (20) paid time off days per year and (iii) reimbursement for reasonable and necessary out-of-pocket expenses incurred in the performance of his duties hereunder, including, but not limited to, travel and entertainment expenses (such expenses shall be reimbursed by the Company, from time to time, upon presentation of appropriate receipts therefor).
|
2.3.
|
The Company shall provide Employee health insurance of a type acceptable to Employee, the premium for which shall not exceed $4,800.00 annually.
|
3.
|
Termination
. The Employee's employment pursuant to this Agreement shall be terminated by the first to occur of the following events.
|
3.1.
|
The death of Employee.
|
3.2.
|
The Complete Disability of Employee. "Complete Disability" as used herein shall mean the inability of Employee, due to illness, accident or any other physical or mental incapacity, to perform the services provided for in this Agreement for an aggregate of 120 days within any period of twelve (12) consecutive months during the term hereof.
|
3.3.
|
The discharge of Employee by the Company for Cause. "Cause" as used herein shall mean:
|
3.3.1.
|
conviction of a felony or a crime involving moral turpitude;
|
3.3.2.
|
acts of fraud by Employee against the Company or its affiliates, or in connection with the performance of his duties hereunder, as determined by the Company after investigation, notice of the charge to Employee and after allowing Employee an opportunity to explain the conduct in question;
|
3.3.3.
|
the Employee's willful and material failure or refusal to perform Employee's duties and obligations under this Agreement, (a "Default");
provided, however,
that in the case of this subsection; termination for "Cause" shall occur only if the Company has given written notice of the Default to Employee and Employee has failed to cure the Default in question during a period of seven (7) days after the date of Employee's receipt of such notice.
|
3.4.
|
Upon any termination pursuant to Section 3.1, the Company shall be released from all obligations hereunder (except for the obligation to pay any compensation and benefits described in Section 2 hereof which are accrued and unpaid as of the date of termination).
|
3.5.
|
Employee shall not be required to pay any Company related expense for later reimbursement by the Company. The Company will approve and pay Company related expenses in advance.
|
4.
|
Successors
. This Agreement is personal to Employee and may not be assigned by Employee. This Agreement is not assignable by the Company except in connection with the sale of all or substantially all of the Company's assets or stock or upon a merger or any similar transaction. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.
|
5.
|
Miscellaneous
.
|
5.1.
|
Modification and Waiver
. Any term or condition of this Agreement may be waived at any time by the party hereto that is entitled to the benefit thereof; provided, however, that any such waiver shall be in writing and signed by the waiving party, and no such waiver of any breach or default hereunder is to be implied from the omission of the other party to take any action on account thereof. A waiver on one occasion shall not be deemed to be a waiver of the same or of any other breach on a future occasion. This Agreement may be modified or amended only by a writing signed by both parties hereto.
|
5.2.
|
Governing Law
. This Agreement shall be construed in accordance with, and all actions arising under or in connection therewith shall be governed by, the internal laws of the State of Florida. The parties hereto agree that any claim or dispute arising under or in connection with this Agreement shall be submitted for adjudication exclusively in courts of Alachua County, Florida, and both parties hereto expressly agrees to be bound by such selection of jurisdiction and venue for purposes of such adjudication. In any action arising out of or in connection with this agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees incurred.
|
5.3.
|
Tax Withholding
. The Company may withhold from any amounts payable under this Agreement such taxes as shall be required to be withheld pursuant to any applicable law or regulation.
|
5.4.
|
Section Captions
. Section and other captions contained in this Agreement are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.
|
5.5.
|
Severability
. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.
|
5.6.
|
Integrated Agreement
. This Agreement constitutes the entire understanding and agreement among the parties hereto with respect to the subject matter hereof, and supersedes any other employment agreements executed before the date hereof. Except with respect to the Investment Agreement and the transactions contemplated thereby, there are no agreements, understandings, restrictions, representations, or warranties among the parties other than those set forth herein or herein provided for.
|
5.7.
|
Interpretation
. No provision of this Agreement is to be interpreted for or against any party because that party or that party's legal representative drafted such provision. For purposes of this Agreement: "herein," "hereby," "hereunder," "herewith," "hereafter," and "hereinafter" refer to this Agreement in its entirety, and not to any particular section or subsection. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument.
|
5.8.
|
Notices
. All notices, requests, demands, or other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given upon receipt if delivered in person or by Federal Express (or similar overnight courier service) to the parties at the following addresses:
|
If to Employee: | C.E. Rick Strattan | |
27317 NW 78th Avenue | ||
High Springs, FL 32643 | ||
If to the Company: | CTD Holdings, Inc. | |
27317 NW 78th Avenue | ||
High Springs, FL 32643 |
5.9.
|
Any party may change the address to which notices, requests, demands or other communications to such party shall be delivered or mailed by giving notice thereof to the other parties hereto in the manner provided herein. Any notice may be given on behalf of a party by its counsel.
|
COMPANY: | |||
CTD HOLDINGS, INC. | |||
By:
|
/s/ C.E. Rick Strattan | ||
C.E. Rick Strattan | |||
Chief Executive Officer | |||
EMPLOYEE: | |||
/s/ C.E. Rick Strattan | |||
C.E. RICK STRATTAN |
1.
|
Employment
.
|
1.1.
|
Subject to Section 3 below, the Company hereby employs Employee for a term beginning on January 1, 2007, and ending December 31, 2007 (the "Employment Term"), commencing on the Effective Date, to serve as the Operations Manager of the Company and to perform such services and duties as are consistent with such position and as may be directed by the Company's Board of Directors. Employee hereby accepts such employment. Employee shall not engage in any venture or activity that materially interferes with Employee's performance of his duties hereunder. The Employee agrees to be present and to work such hours and at such times as are reasonably requested by the Company. Employee's offices shall be located in High Springs, Florida.
|
1.2.
|
Employee may extend the term of this Agreement at the end of each elapsed year by giving written notice of such extension not less than sixty (60) days prior to the first anniversary of this Agreement and each anniversary thereafter that the term of this Agreement is to be extended. Immediately following the exercise this election to extend, the remaining term of this Agreement will be one (1) years plus the period remaining in the year notice of the extension is given.
|
2.
|
Compensation and Benefits
. During the Employment Term, the Company shall pay Employee the compensation and other amounts set forth below.
|
2.1.
|
Salary
. The Company shall pay Employee a salary of Thirty Thousand Dollars ($30,000) per annum through December 31, 2007. The Employee's Salary shall be payable according to the Company's regular payroll practices and subject to such deductions as may be required by law.
|
2.2.
|
Benefits
. Employee shall receive: (i) the employee benefits and perquisites provided by the Company to its executive officers from time-to-time, including two (2) weeks' paid vacation during each calendar year; and (ii) reimbursement for reasonable and necessary out-of-pocket expenses incurred in the performance of his duties hereunder, including, but not limited to, travel and entertainment expenses (such expenses shall be reimbursed by the Company, from time to time, upon presentation of appropriate receipts therefor).
|
3.
|
Termination
. The Employee's employment pursuant to this Agreement shall be terminated by the first to occur of the following events.
|
3.1.
|
The death of Employee.
|
3.2.
|
The Complete Disability of Employee. "Complete Disability" as used herein shall mean the inability of Employee, due to illness, accident or any other physical or mental incapacity, to perform the services provided for in this Agreement for an aggregate of 120 days within any period of twelve (12) consecutive months during the term hereof.
|
3.3.
|
The discharge of Employee by the Company for Cause. "Cause" as used herein shall mean:
|
3.3.1.
|
conviction of a felony or a crime involving moral turpitude;
|
3.3.2.
|
acts of fraud by Employee against the Company or its affiliates, or in connection with the performance of his duties hereunder, as determined by the Company after investigation, notice of the charge to Employee and after allowing Employee an opportunity to explain the conduct in question;
|
3.3.3.
|
the Employee's willful and material failure or refusal to perform Employee's duties and obligations under this Agreement, (a "Default");
provided, however,
that in the case of this subsection; termination for "Cause" shall occur only if the Company has given written notice of the Default to Employee and Employee has failed to cure the Default in question during a period of seven (7) days after the date of Employee's receipt of such notice.
|
3.4.
|
Upon any termination pursuant to Section 3.1, the Company shall be released from all obligations hereunder (except for the obligation to pay any compensation and benefits described in Section 2 hereof which are accrued and unpaid as of the date of termination).
|
3.5.
|
Employee shall not be required to pay any Company related expense for later reimbursement by the Company. The Company will approve and pay Company related expenses in advance.
|
4.
|
Successors
. This Agreement is personal to Employee and may not be assigned by Employee. This Agreement is not assignable by the Company except in connection with the sale of all or substantially all of the Company's assets or stock or upon a merger or any similar transaction. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.
|
5.
|
Miscellaneous
.
|
5.1.
|
Modification and Waiver
. Any term or condition of this Agreement may be waived at any time by the party hereto that is entitled to the benefit thereof; provided, however, that any such waiver shall be in writing and signed by the waiving party, and no such waiver of any breach or default hereunder is to be implied from the omission of the other party to take any action on account thereof. A waiver on one occasion shall not be deemed to be a waiver of the same or of any other breach on a future occasion. This Agreement may be modified or amended only by a writing signed by both parties hereto.
|
5.2.
|
Governing Law
. This Agreement shall be construed in accordance with, and all actions arising under or in connection therewith shall be governed by, the internal laws of the State of Florida. The parties hereto agree that any claim or dispute arising under or in connection with this Agreement shall be submitted for adjudication exclusively in courts of Alachua County, Florida, and both parties hereto expressly agrees to be bound by such selection of jurisdiction and venue for purposes of such adjudication. In any action arising out of or in connection with this agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees incurred.
|
5.3.
|
Tax Withholding
. The Company may withhold from any amounts payable under this Agreement such taxes as shall be required to be withheld pursuant to any applicable law or regulation.
|
5.4.
|
Section Captions
. Section and other captions contained in this Agreement are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.
|
5.5.
|
Severability
. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.
|
5.6.
|
Integrated Agreement
. This Agreement constitutes the entire understanding and agreement among the parties hereto with respect to the subject matter hereof, and supersedes any other employment agreements executed before the date hereof. Except with respect to the Investment Agreement and the transactions contemplated thereby, there are no agreements, understandings, restrictions, representations, or warranties among the parties other than those set forth herein or herein provided for.
|
5.7.
|
Interpretation
. No provision of this Agreement is to be interpreted for or against any party because that party or that party's legal representative drafted such provision. For purposes of this Agreement: "herein," "hereby," "hereunder," "herewith," "hereafter," and "hereinafter" refer to this Agreement in its entirety, and not to any particular section or subsection. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument.
|
5.8.
|
Notices
. All notices, requests, demands, or other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given upon receipt if delivered in person or by Federal Express (or similar overnight courier service) to the parties at the following addresses:
|
If to Employee: | George L. Fails | |
2420 N.W. 142nd Avenue | ||
Gainesville FL 32609 | ||
If to the Company: | CTD Holdings, Inc. | |
27317 NW 78th Avenue | ||
High Springs FL 32643 |
5.9.
|
Any party may change the address to which notices, requests, demands or other communications to such party shall be delivered or mailed by giving notice thereof to the other parties hereto in the manner provided herein. Any notice may be given on behalf of a party by its counsel.
|
COMPANY: | |||
CTD HOLDINGS, INC. | |||
|
By:
|
/s/ C.E. Rick Strattan | |
C.E. Rick Strattan | |||
President/Chief Executive Officer | |||
EMPLOYEE: | |||
/s/ George L. Fails | |||
GEORGE L. FAILS |
1.
|
Employment
.
|
1.1.
|
Subject to Section 3 below, the Company hereby employs Employee for a term beginning on January 1, 2008, and ending December 31, 2008 (the "Employment Term"), commencing on the Effective Date, to serve as the Operations Manager of the Company and to perform such services and duties as are consistent with such position and as may be directed by the Company's Board of Directors. Employee hereby accepts such employment. Employee shall not engage in any venture or activity that materially interferes with Employee's performance of his duties hereunder. The Employee agrees to be present and to work such hours and at such times as are reasonably requested by the Company. Employee's offices shall be located in High Springs, Florida.
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1.2.
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Employee may extend the term of this Agreement at the end of each elapsed year by giving written notice of such extension not less than sixty (60) days' prior to the first anniversary of this Agreement and each anniversary thereafter that the term of this Agreement is to be extended. immediately following the exercise this election to extend, the remaining term of this Agreement will be one (1) year plus the period remaining in the year notice of the extension is given.
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2.
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Compensation and Benefits
. During the Employment Term, the Company shall pay Employee the compensation and other amounts set forth below.
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2.1.
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Salary
. The Company shall pay Employee a salary of Three Thousand Dollars ($3,000) per month through December 31, 2008, plus One Thousand Dollars ($1,000) per month to purchase restricted shares of the Company's common stock in accordance with the following formula: The shares to be issued shall be valued at 80% of the common stock's market value as of the closing of the market on the last trading day of each month during 2008. That is to say, the number of shares due is equal to $1,000 divided by 80% of the closing price of the Company's stock on the last day of each month. The Employee's Salary shall be payable according to the Company's regular payroll practices and subject to such deductions as may be required by law.
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2.2.
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Benefits
. Employee shall receive: (i) the employee benefits and perquisites provided by the Company to its executive officers from time-to-time, including two (2) weeks' paid vacation during each calendar year; and (ii) reimbursement for reasonable and necessary out-of-pocket expenses incurred in the performance of his duties hereunder, including, but not limited to, travel and entertainment expenses (such expenses shall be reimbursed by the Company, from time to time, upon presentation of appropriate receipts therefor).
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3.
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Termination
. The Employee's employment pursuant to this Agreement shall be terminated by the first to occur of the following events.
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3.1.
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The death of Employee.
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3.2.
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The Complete Disability of Employee. "Complete Disability" as used herein shall mean the inability of Employee, due to illness, accident or any other physical or mental incapacity, to perform the services provided for in this Agreement for an aggregate of 120 days within any period of twelve (12) consecutive months during the term hereof.
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3.3.
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The discharge of Employee by the Company for Cause. "Cause" as used herein shall mean:
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3.3.1.
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conviction of a felony or a crime involving moral turpitude;
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3.3.2.
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acts of fraud by Employee against the Company or its affiliates, or in connection with the performance of his duties hereunder, as determined by the Company after investigation, notice of the charge to Employee and after allowing Employee an opportunity to explain the conduct in question;
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3.3.3.
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the Employee's willful and material failure or refusal to perform Employee's duties and obligations under this Agreement, (a "Default");
provided, however,
that in the case of this subsection; termination for "Cause" shall occur only if the Company has given written notice of the Default to Employee and Employee has failed to cure the Default in question during a period of seven (7) days after the date of Employee's receipt of such notice.
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3.4.
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Upon any termination pursuant to Section 3.1, the Company shall be released from all obligations hereunder (except for the obligation to pay any compensation and benefits described in Section 2 hereof which are accrued and unpaid as of the date of termination).
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3.5.
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Employee shall not be required to pay any Company related expense for later reimbursement by the Company. The Company will approve and pay Company related expenses in advance.
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4.
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Successors
. This Agreement is personal to Employee and may not be assigned by Employee. This Agreement is not assignable by the Company except in connection with the sale of all or substantially all of the Company's assets or stock or upon a merger or any similar transaction. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.
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5.
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Miscellaneous
.
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5.1.
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Modification and Waiver
. Any term or condition of this Agreement may be waived at any time by the party hereto that is entitled to the benefit thereof; provided, however, that any such waiver shall be in writing and signed by the waiving party, and no such waiver of any breach or default hereunder is to be implied from the omission of the other party to take any action on account thereof. A waiver on one occasion shall not be deemed to be a waiver of the same or of any other breach on a future occasion. This Agreement may be modified or amended only by a writing signed by both parties hereto.
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5.2.
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Governing Law
. This Agreement shall be construed in accordance with, and all actions arising under or in connection therewith shall be governed by, the internal laws of the State of Florida. The parties hereto agree that any claim or dispute arising under or in connection with this Agreement shall be submitted for adjudication exclusively in courts of Alachua County, Florida, and both parties hereto expressly agrees to be bound by such selection of jurisdiction and venue for purposes of such adjudication. In any action arising out of or in connection with this agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees incurred.
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5.3.
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Tax Withholding
. The Company may withhold from any amounts payable under this Agreement such taxes as shall be required to be withheld pursuant to any applicable law or regulation.
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5.4.
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Section Captions
. Section and other captions contained in this Agreement are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.
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5.5.
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Severability
. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.
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5.6.
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Integrated Agreement
. This Agreement constitutes the entire understanding and agreement among the parties hereto with respect to the subject matter hereof, and supersedes any other employment agreements executed before the date hereof. Except with respect to the Investment Agreement and the transactions contemplated thereby, there are no agreements, understandings, restrictions, representations, or warranties among the parties other than those set forth herein or herein provided for.
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5.7.
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Interpretation
. No provision of this Agreement is to be interpreted for or against any party because that party or that party's legal representative drafted such provision. For purposes of this Agreement: "herein," "hereby," "hereunder," "herewith," "hereafter," and "hereinafter" refer to this Agreement in its entirety, and not to any particular section or subsection. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument.
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5.8.
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Notices
. All notices, requests, demands, or other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given upon receipt if delivered in person or by Federal Express (or similar overnight courier service) to the parties at the following addresses:
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If to Employee: | George L. Fails | |
2420 N.W. 142 nd Avenue | ||
Gainesville FL 32609 | ||
If to the Company: | CTD Holdings, Inc. | |
27317 NW 78 th Avenue | ||
High Springs FL 32643 |
5.9.
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Any party may change the address to which notices, requests, demands or other communications to such party shall be delivered or mailed by giving notice thereof to the other parties hereto in the manner provided herein. Any notice may be given on behalf of a party by its counsel.
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COMPANY: | |||
CTD HOLDINGS, INC. | |||
By:
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/s/ C.E. Rick Strattan | ||
C.E. Rick Strattan | |||
President/Chief Executive Officer | |||
EMPLOYEE: | |||
/s/ George L. Fails | |||
GEORGE L. FAILS |
1.
|
Employment
.
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1.1.
|
Subject to Section 3 below, the Company hereby employs Employee for a term beginning on January 1, 2009, and ending December 31, 2009 (the "Employment Term"), commencing on the Effective Date, to serve as the Operations Manager of the Company and to perform such services and duties as are consistent with such position and as may be directed by the Company's Board of Directors. Employee hereby accepts such employment. Employee shall not engage in any venture or activity that materially interferes with Employee's performance of his duties hereunder. The Employee agrees to be present and to work such hours and at such times as are reasonably requested by the Company. Employee's offices shall be located in High Springs, Florida.
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1.2.
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Employee may extend the term of this Agreement at the end of each elapsed year by giving written notice of such extension not less than sixty (60) days' prior to the first anniversary of this Agreement and each anniversary thereafter that the term of this Agreement is to be extended. Immediately following the exercise this election to extend, the remaining term of this Agreement will be one (1) year plus the period remaining in the year notice of the extension is given.
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2.
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Compensation and Benefits
. During the Employment Term, the Company shall pay Employee the compensation and other amounts set forth below.
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2.1.
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Salary
. The Company shall pay Employee a salary of Three Thousand Five Hundred Dollars ($3,500) per month through December 31, 2009 The Employee's Salary shall be payable according to the Company's regular payroll practices and subject to such deductions as may be required by law.
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2.2.
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Benefits
. Employee shall receive: (i) the employee benefits and perquisites provided by the Company to its executive officers from time-to-time, including two (2) weeks' paid vacation during each calendar year; and (ii) reimbursement for reasonable and necessary out-of-pocket expenses incurred in the performance of his duties hereunder, including, but not limited to, travel and entertainment expenses (such expenses shall be reimbursed by the Company, from time to time, upon presentation of appropriate receipts therefor).
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3.
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Termination
. The Employee's employment pursuant to this Agreement shall be terminated by the first to occur of the following events.
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3.1.
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The death of Employee.
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3.2.
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The Complete Disability of Employee. "Complete Disability" as used herein shall mean the inability of Employee, due to illness, accident or any other physical or mental incapacity, to perform the services provided for in this Agreement for an aggregate of 120 days within any period of twelve (12) consecutive months during the term hereof.
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3.3.
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The discharge of Employee by the Company for Cause. "Cause" as used herein shall mean:
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3.3.1.
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conviction of a felony or a crime involving moral turpitude;
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3.3.2.
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acts of fraud by Employee against the Company or its affiliates, or in connection with the performance of his duties hereunder, as determined by the Company after investigation, notice of the charge to Employee and after allowing Employee an opportunity to explain the conduct in question;
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3.3.3.
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the Employee's willful and material failure or refusal to perform Employee's duties and obligations under this Agreement, (a "Default");
provided, however,
that in the case of this subsection; termination for "Cause" shall occur only if the Company has given written notice of the Default to Employee and Employee has failed to cure the Default in question during a period of seven (7) days after the date of Employee's receipt of such notice.
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3.4.
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Upon any termination pursuant to Section 3.1, the Company shall be released from all obligations hereunder (except for the obligation to pay any compensation and benefits described in Section 2 hereof which are accrued and unpaid as of the date of termination).
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3.5.
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Employee shall not be required to pay any Company related expense for later reimbursement by the Company. The Company will approve and pay Company related expenses in advance.
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4.
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Successors
. This Agreement is personal to Employee and may not be assigned by Employee. This Agreement is not assignable by the Company except in connection with the sale of all or substantially all of the Company's assets or stock or upon a merger or any similar transaction. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.
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5.
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Miscellaneous
.
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5.1.
|
Modification and Waiver
. Any term or condition of this Agreement may be waived at any time by the party hereto that is entitled to the benefit thereof; provided, however, that any such waiver shall be in writing and signed by the waiving party, and no such waiver of any breach or default hereunder is to be implied from the omission of the other party to take any action on account thereof. A waiver on one occasion shall not be deemed to be a waiver of the same or of any other breach on a future occasion. This Agreement may be modified or amended only by a writing signed by both parties hereto.
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5.2.
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Governing Law
. This Agreement shall be construed in accordance with, and all actions arising under or in connection therewith shall be governed by, the internal laws of the State of Florida. The parties hereto agree that any claim or dispute arising under or in connection with this Agreement shall be submitted for adjudication exclusively in courts of Alachua County, Florida, and both parties hereto expressly agrees to be bound by such selection of jurisdiction and venue for purposes of such adjudication. In any action arising out of or in connection with this agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees incurred.
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5.3.
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Tax Withholding
. The Company may withhold from any amounts payable under this Agreement such taxes as shall be required to be withheld pursuant to any applicable law or regulation.
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5.4.
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Section Captions
. Section and other captions contained in this Agreement are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.
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5.5.
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Severability
. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.
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5.6.
|
Integrated Agreement
. This Agreement constitutes the entire understanding and agreement among the parties hereto with respect to the subject matter hereof, and supersedes any other employment agreements executed before the date hereof. Except with respect to the Investment Agreement and the transactions contemplated thereby, there are no agreements, understandings, restrictions, representations, or warranties among the parties other than those set forth herein or herein provided for.
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5.7.
|
Interpretation
. No provision of this Agreement is to be interpreted for or against any party because that party or that party's legal representative drafted such provision. For purposes of this Agreement: "herein," "hereby," "hereunder," "herewith," "hereafter," and "hereinafter" refer to this Agreement in its entirety, and not to any particular section or subsection. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument.
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5.8.
|
Notices
. All notices, requests, demands, or other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given upon receipt if delivered in person or by Federal Express (or similar overnight courier service) to the parties at the following addresses:
|
If to Employee: | George L. Fails | |
2420 N.W. 142 nd Avenue | ||
Gainesville, FL 32609 | ||
If to the Company: | CTD Holdings, Inc. | |
27317 NW 78th Avenue | ||
High Springs, FL 32643 |
5.9.
|
Any party may change the address to which notices, requests, demands or other communications to such party shall be delivered or mailed by giving notice thereof to the other parties hereto in the manner provided herein. Any notice may be given on behalf of a party by its counsel.
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COMPANY: | |||
CTD HOLDINGS, INC. | |||
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By:
|
/s/ C.E. Rick Strattan | |
C.E. Rick Strattan | |||
Chief Executive Officer | |||
EMPLOYEE: | |||
/s/ George L Fails | |||
GEORGE L. FAILS |
Name
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Ownership
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State of Incorporation
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NanoSonic Products, Inc.
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100.00%
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Florida
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CTD, Inc.
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100.00%
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Florida
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1.
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I have reviewed this Annual Report on Form 10-K/A of CTD Holdings, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: February 2, 2011
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By:
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/s/ C.E. Rick Strattan
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|
C.E. Rick Strattan
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|||
Chief Executive Officer
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|||
(principal executive, financial and accounting officer)
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Date: February 2, 2011
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By:
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/s/ C.E. Rick Strattan
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|
C.E. Rick Strattan
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|||
Chief Executive Officer
|
|||
(principal executive, financial and accounting officer)
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