Employment Agreement between SecureCARE Technologies, Inc. and William O'Loughlin (Executive Vice President and COO)

Summary

SecureCARE Technologies, Inc. offers William O'Loughlin the position of Executive Vice President and Chief Operating Officer, effective October 1, 2004. O'Loughlin will oversee product and technology development, customer support, and company operations, reporting to the President and CEO. He will receive a $120,000 annual salary, quarterly bonuses based on revenue growth, and options to purchase 300,000 shares over 24 months. The agreement also covers reimbursement for approved business expenses and outlines vacation and benefits policies. The offer was accepted by O'Loughlin on September 23, 2004.

EX-10.1 3 ex10_1.txt EXHIBIT 10.1 September 22, 2004 Mr. William O'Loughlin 377 Rector Place Apt. 3E New York, NY 10280 Bill, This will formalize our conversations and serve as an offer for you to become Executive Vice President and Chief Operating Officer for SecureCARE Technologies, Inc. effective October 1, 2004. The proposal to move ahead on a plan for you consists of the following: Position Executive Vice-President and Chief Operating Officer, reporting to the President and CEO Direct Reports Vice-President, Product and Technology Development, Eugene Fry Director, Technology Services, Sean Woods Director, Customer Support and Training, Marc Heymann Responsibilities Responsible for all aspects of the Company's products and technology development, implementation and integration, customer services and support, including training and the overall operations of SecureCARE Technologies, Inc. You will also be responsible for working closely and in concert with the Senior Vice-President, Sales and Marketing and the CFO in accomplishing individual, department and overall Company objectives Base Pay $120,000 annually, payable semi-monthly Bonus Cash and Stock (50/50) payable quarterly based on 2% of revenue growth in excess of $30,000 per month Equity Options 300,000 shares of Common Stock of SecureCARE Technologies, Inc. at the option price of $1.00 per share, exercisable quarterly on a pro-rata basis with a 24-month vesting term. The grant date of these options is October 1, 2004. Business and Travel Expenses All pre-approved business and travel related expenses directly associated with the execution of your responsibilities will be reimbursed by the company. Neil Burley, CFO will be responsible for such approvals, required documentation and issuing reimbursements. Other Points Our vacation policy is to take it if and as you can. Neil Burley is available to discuss other company-paid benefits at your convenience. As a final statement, I would only add that having served in Senior Executive and CEO positions in the past, my primary measurement has always been on accomplishment, and in our discussions, that puts us on the same page. Regards, /s/ Robert Woodrow - ---------------------------------------- Robert Woodrow President, SecureCARE Technologies, Inc. cc: Richard Corlin, Chairman and Chief Medical Officer Neil Burley, CFO Accepted: /s/ William O'Loughlin 09/23/04 - ----------------------- ---------------------- William O'Loughlin Date