CONSULTING AGREEMENTConsulting Services Agreement |
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QuickLinks -- Click here to rapidly navigate through this document This Consulting Agreement (this "Agreement") is entered into and effective on September 14, 2007, by and between Advanced Cell Technology, Inc ("ACT" or the "Company") and Robert W. Peabody ("Consultant"). ACT and Consultant agree as follows: 1. Services to ACT; Duties. Consultant has voluntarily resigned from employment with the Company and any and all board observer rights previously granted to Consultant effective September 14, 2007. Effective as of the date of this Agreement, that certain Employment Agreement dated February 7, 2005 by and between ACT and Consultant is hereby terminated and of no further force and effect. ACT agrees to retain Consultant to assist the Company with respect to administrative matters and to facilitate transition following resignation of Consultant from his role as Vice President of Grant Administration. Consultant shall report to the Chief Executive Officer (CEO), or his designee, of ACT, and shall perform consulting services that are assigned to Consultant by the CEO. 2. Compensation. A. Cash Compensation: Pursuant to the terms of this Agreement and this Section 2A, ACT shall pay Consultant a monthly consulting fee of $17,083.34 commencing on September 15, 2007 (the "Consulting Fee"). Consultant shall be paid for final employment services rendered through September 14, 2007 ($3,942.40) and for 9 days of accrued vacation ($7,096.32) equal to $11,038.72 (the "Final Paycheck"). Consultant shall receive the Consulting Fee for the first month (September 15 th through October 15 th ) equal to $17,083.34 (the "September Consulting Fee"). The Final Paycheck and the September Consulting Fee will be delivered to Consultant within five (5) business days following the date of this Agreement. Thereafter, the Consulting Fee shall be paid within ten (10) business days following receipt of an invoice from Consultant. The Consulting Fee is due and payable in advance each month, when invoiced B. Expenses: ACT shall reimburse Consultant for reasonable expenses incurred in the performance of his duties hereunder, including but not limited to travel and other business expenses, telephone costs, group insurance costs, and such other costs approved by ACT. Expenses to be incurred in excess of $1,000 shall be approved in advance by the CEO of ACT. C. Equity: As of August 31, 2007, Consultant shall vest in 240,000 shares at a strike price of $0.25 and 258,333 shares at a strike price of $0.85. Such options shall be exercisable until September 1, 2014 and any and all stock option/grant agreements between ACT and Consultant shall be deemed amended in accordance with this Section 2C of this Agreement. Notwithstanding the foregoing, in the event of an early termination of this Agreement pursuant to Section 6, below, the vested options set forth in this Section 2C shall be adjusted on a pro rata basis based upon the actual consulting period. D. Amendment to Section 5 of Employment Agreement: Section 5 of the Employment Agreement is hereby amended to delete the phrase "and for one (1) year thereafter" contained in the first sentence of Section 5. 3. Inventions/Intellectual Property Belong to ACT. Any and all inventions, discoveries, improvements or intellectual property which Consultant has conceived or made or may conceive or make during the period of employment relating to or in any way pertaining to or connected with the systems, products, apparatus, or methods employed, manufactured, constructed or researched by ACT shall be the sole and exclusive property of ACT. The obligations provided for by this Agreement, except for the requirements as to disclosure in paragraph 3, do not apply to any rights Consultant may have acquired in connection with an invention, discovery, improvement or intellectual property for which no equipment, supplies |
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