ex109.htm

This EMPLOYEE AGREEMENT (hereinafter, this “Agreement”), made and entered into this 27th day of May, 2011 , by and between UMED Holdings, Inc. , a corporation duly organized and existing under the laws of the state of Texas (hereinafter, the “Corporation” or “UMED”), and KEVIN BENTLEY (hereinafter, “Bentley”).

2. This Agreement shall be effective on January 1, 2011 and expire on May 31, 2016, unless sooner terminated as hereinafter provided. Bentley agrees to devote the required time necessary to fulfill his duties as Chief Executive Officer, Treasurer for the profit, benefit and advantage of the business of the Corporation.

3. (a) As compensation for services rendered under this Agreement, the Bentley shall initially receive a base salary of $180,000 per annum effective immediately, with subsequent increases in base salary as follows:

(b) The Corporation and Bentley acknowledge that due to the fact that the Corporation has been and will continue to be a development stage company, it has not had, and in the foreseeable future may not have, sufficient funds to pay Bentley his entire base salary each year. The Corporation and Bentley agree that to the extent that the Corporation has not, or in the future does not, pay Bentley his entire base salary during a given year, such underpayment shall be deemed deferred compensation and shall be reflected in the Corporation’s books as such. The Company agrees to pay to Bentley his deferred compensation at such time as the Corporation has the excess available funds to do so.

5. The Corporation agrees to pay all reasonable expenses incurred by Bentley in furtherance of the business of the Corporation, including travel and entertainment expenses. The Corporation agrees to reimburse Bentley for any such expenses paid out by him in the first instance, upon submission by him of a statement itemizing such expenses.

6. If Bentley shall, during the term of his employment under this Agreement, be absent from work because of illness or other cause for a period, or aggregate of periods, in excess of six (6) months in any one (1) year of the term of employment, the Corporation shall have the right to terminate this Agreement on one hundred eighty (180) days notice to Bentley. In that event, the Corporation shall pay Bentley his compensation to the date of termination.

7. Bentley agrees that the Corporation may, from time to time, apply for and take out in its own name and at its own expense, life, health, accident, or other insurance upon Bentley that the Corporation may deem necessary or advisable to protect its interests hereunder; the total amount of such life insurance shall not exceed Two Million Dollars ($2,000,000.00) without the written consent of Bentley. Bentley agrees to submit to any medical or other examination necessary for such purpose and to assist and cooperate with the Corporation in procuring such insurance; and Bentley agrees that other than his rights as a shareholder he shall have no right, title, or interest in or to such insurance.

9. Bentley agrees that during the term of this Agreement he will not engage in any other commercial activity that is competitive with the business of the Corporation, nor be affiliated in any other way as officer, director, or significant stockholder of another corporation that is competitive with the Corporation.

10. Bentley agrees that he shall exercise reasonable care to prevent disclosure of the Corporation’s proprietary information and shall not, himself at any time during the period of this Agreement and after its termination for any reason, disclose the Corporation’s proprietary information to others and will not use such information for any purpose except as contemplated by this Agreement. The term “proprietary information” as used herein includes, in addition to information so designated and labeled by the Corporation, all business, financial, technical and design information related to the Corporation’s developmental and production programs whether or not designated and labeled as proprietary information.

11. Bentley agrees that, for a period of three (3) years after leaving the employ of the Corporation for any reason, he will not engage in any way, directly or indirectly, in any business competitive with the business of the Corporation.

12. If Bentley terminates this Agreement, the Corporation shall pay Bentley until the date of termination. Except for any reason that would be considered for cause, if the Corporation terminates the Agreement, it shall pay to Bentley his salary and any bonuses through May 31, 2016. Corporation shall also pay all annual stock compensation according to paragraph 4(c) through May 31, 2016.

(ii) Employee (A) violates any written policy of Employer, (B) violates any provision of this Agreement, (D) fails to use good-faith efforts to perform the services required pursuant to this Agreement; and (ii) fails to cure such violation or failure within thirty days after receiving written notice thereof; or

13. (a) For protection of Bentley against possible termination after a change of control (defined below) of the Corporation and to induce Bentley to continue to serve in his capacity as Chief Executive Officer or in such other capacity to which he may be elected or appointed, the Corporation will provide severance benefits in the event Bentley’s employment is terminated after a change of control.

(b) “Change of Control” shall have occurred if, (a) any person (excluding 1st Resource Group, Inc.) (as used in Sections 13(d) and 14(d) of the Securities Exchange Act (“SEA”) of 1934) becomes the beneficial owner (as defined in Rule 13(d)-3 of the SEA) of a total equal to twenty percent (20%) or more of the outstanding shares of the Corporation’s common stock, or (b) the Board of Directors of the Corporation is composed of a majority of directors who were not directors of the Corporation on the date of this Agreement, or (c) the change is of the type that is required to be reported under Item 5(f) of Schedule 14 Regulation 14A promulgated under the SEA.

(d) Bentley shall be entitled to severance benefits if his employment is terminated by the Corporation after a change of control. Such termination must not be due to any reason that would be considered for cause.

(ii) allowance of surrender of all outstanding stock options, with the price to be determined by taking the difference between the option price and the price of the stock on the date of the change of control or the date of termination, whichever is highest; and

(iii) all employee benefits in effect and applicable to Bentley on the date of the change of control will be retained and paid by the Corporation for Bentley for a period of three (3) years. These benefits shall include all health, accident, and disability plans as well as any life insurance plans provided by or through the corporation.

(f) Bentley shall not be required to mitigate the amount of any payment provided under these severance benefits by seeking other employment and none of these payments may be reduced by any future salary he may earn.

(g) In the event of a change of control, the Corporation is aware that the Board of Directors or a shareholder or shareholders of the Corporation may cause the Corporation to refine to comply with its obligations under this paragraph, or may cause the Corporation to institute litigation seeking to have this paragraph declared enforceable, or may take other action to deny Bentley the benefits intended to be provided under this paragraph. It is the intent of the Corporation that Bentley not be required to incur expenses in enforcing his rights under this paragraph by litigation or other legal action because the costs and expenses would substantially detract from the benefits intended to be extended to Bentley under this paragraph.

(h) If, following a change of control, Bentley determines that the Corporation has failed to comply with any of its obligations under this paragraph or in the event the Corporation or any other person takes action to declare this paragraph void or enforceable, or institutes any litigation or other legal action designed to deny Bentley the benefits intended to be extended under this paragraph, the Corporation authorizes Bentley to retain counsel of his choice at the Corporation’s expense to represent Bentley in connection with the initiation or defense by Bentley of any litigation or legal action, whether by or against the Corporation, any director, officer, shareholder, or any other person affiliated with the Corporation, in any jurisdiction.

(i) Despite any previously existing attorney-client relationship between the Corporation and counsel retained by Bentley, the Corporation hereby provides that Bentley may enter into an attorney-client relationship with such counsel. The Corporation and Bentley agree that a confidential relationship will exist between Bentley and such counsel.

(j) The Corporation hereby authorizes that the reasonable fees and expenses of counsel retained by Bentley shall be paid or reimbursed to Bentley by the Corporation on a regular, periodic basis upon Bentley’s presentation of a statement or statements, prepared by counsel in accordance with its customary practices, up to a maximum aggregate amount of Two Hundred Fifty Thousand Do11ars ($250,000.00).

14. The Corporation shall have the right, with the consent of Bentley, to assign this Agreement to its successors or assigns and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by or against its said successors or assigns. The terms “successor” and “assign” shall include any corporation which buys all or substantially all of the Corporation’s assets, or all of its stock, or with which, it merges or consolidates.

15. The Corporation shall indemnify Bentley and hold him harmless against any claims or legal action of any type brought against Bentley with respect to his activities as Executive Vice President, Chief Financial Officer, Treasurer of the Corporation and in such other capacity to which he may be appointed or elected and with respect to his services as a member of a committee and other duties related to his position, whether such claims or actions be rightfully or wrongfully brought or filed, and against all costs incurred by Bentley therein. In the event an action should be filed with respect to the subject of this indemnity and hold harmless agreement, the Corporation agrees that Bentley may employ an attorney of Bentley’s own selection to appear and defend the action, on behalf of Bentley, at the expense of the Corporation. Bentley, at his option, shall have the sole authority for the direction of the defense, and shall be the sole judge of the acceptability of any compromise or settlement of any claims or actions against Bentley.

16. Any dispute concerning any questions of law or fact arising out of the circumstances of employment under this Agreement shall be determined by arbitration. The controversy shall be submitted to the American Arbitration Association for final determination.

18. If any provision of this Agreement is declared invalid by any Tribunal, then such provision shall be deemed automatically adjusted to conform to the requirements for validity as declared at such time and, as so adjusted, shall be deemed a provision of this Agreement as though originally included herein. In the event that the provision invalidated is of such a nature that it cannot be so adjusted, the provisions shall be deemed deleted from this Agreement as though the provision had never been inc1uded herein. In either case, the remaining provisions of this Agreement shall remain in effect.

IN WITNESS WHEREOF, the Corporation has hereunto signed its name by its Chairman of the Board, Executive Vice President and Chief Financial Officer, and the other party hereto has signed his name, all as of the day and year first above written.

2012	$240,000 per annum

2013	$300,000 per annum

2014	$350,000 per annum

2015 &2016 – Commensurate with other Chief Executive Officer’s in like or kind industry.