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EXHIBIT 10.22
EMPLOYMENT
AGREEMENT
This Employment Agreement
(this “Agreement”) is made as of the 18th day of
February, 2008, by and between ImmunoCellular Therapeutics, Ltd., a
Delaware corporation (the “Corporation”), and
Dr. Manish Singh (hereinafter called
“Executive”).
W I T N E S S E T
H:
WHEREAS, the Corporation
desires to employ Executive under the terms of this Agreement, and
Executive is willing to accept such employment on the terms and
subject to the conditions hereinafter set forth;
NOW, THEREFORE, in
consideration of the mutual covenants hereinafter set forth, the
parties hereto agree as follows:
1. Employment by
Corporation . The Corporation hereby agrees to employ Executive
to perform the duties on behalf of the Corporation as the
Corporation’s full-time President and Chief Executive Officer
of the Corporation. As President and Chief Executive Officer,
Executive will report to the Corporation’s Chairman of the
Board, and shall have such duties consistent with that of a
President and Chief Executive Officer that may from time to time be
designated or assigned to Executive pursuant to the directives of
the Corporation’s Board of Directors (the
“Board”), including without limitation the overseeing
and implementation of the Corporation’s business plan as
adopted by the Board. Executive will perform his duties under this
Agreement at the Corporation’s corporate headquarters in the
metropolitan Los Angeles area, with such office currently
contemplated to be in the Woodland Hills, California area, or at
such other location as shall be mutually agreed upon by the
Corporation and Executive; and he will do such traveling as may be
required of him in the performance of his duties as the President
and Chief Executive Officer. The Corporation will use its
commercially reasonable efforts to have Executive serve as a member
of the Board during the term of this Agreement.
2. Executive’s
Acceptance of Employment . Executive hereby accepts such
employment and agrees that throughout the period of his employment
hereunder: he will devote his full time, attention, knowledge and
skills, faithfully, diligently and to the best of his ability, in
furtherance of the business of the Corporation, and he will perform
the duties assigned to him pursuant to Paragraph 1 hereof, subject,
at all times, to the direction and control of the Board.
Executive shall at all times
be subject to, observe and carry out such reasonable rules,
regulations, policies, directions and restrictions as the
Corporation shall from time to time establish. During the period of
his employment by the Corporation, Executive agrees to be bound by
the Corporation’s Code of Ethics and any amendments adopted
thereto, copies of which Executive hereby acknowledges he has
received and read, and Executive agrees that he shall not, without
the prior written approval of the Chairman of the Board, directly
or indirectly, accept employment or compensation from or perform
services of any nature for, any business enterprise other than the
Corporation, other than as explicitly set forth herein.
3. Term . Executive
shall be employed for a term of one year commencing on
February 18, 2008 (the “Commencement Date”), and
ending on February 17, 2009 unless his
employment is terminated prior thereto
pursuant to the provisions hereof. The term of this Agreement may
be extended for an additional year, if both the Corporation and the
Executive deliver a written extension notice to each other no later
than the 60th calendar day prior to the expiration of the term of
this Agreement. This Agreement shall automatically expire on
February 17, 2009 and shall not be extended or renewed except
in a writing signed by an authorized officer of the Corporation
following approval by the Board. Executive hereby acknowledges and
agrees that, except in the case of the Corporation and Executive
agreeing in writing to extend the term of the Agreement beyond the
expiration date of this Agreement, his employment by the
Corporation, if any, beyond the expiration date of this Agreement
shall be terminable by either party at will and shall not, under
any circumstances, be deemed to expressly or impliedly renew the
terms of this Agreement.
4.
Compensation/Benefits .
4.1 The Corporation will pay
to Executive as compensation for his services hereunder an initial
base salary of $200,000 per annum, payable in equal monthly
installments on the last business day of each month. In addition,
the Board of Directors of the Corporation shall annually review
Executive’s performance and base salary to determine whether
an increase in the amount thereof is warranted.
4.2 The Corporation also
shall pay Executive lump sum cash milestone bonuses of
(i) $100,000 if during the term of this Agreement the
Corporation completes one or more financings that generate
aggregate net proceeds to the Corporation (after commissions) of at
least $5,000,000 and (ii) an additional $100,000 if during the
term of this Agreement completes one or more financings that
generate aggregate net proceeds to the Corporation (after
commissions) of at least $10,000,000. Any financing shall be
undertaken and the terms of such financing shall be at the
discretion of the Board. The bonuses, if any, shall be paid to
Executive immediately following the Corporation’s receipt of
the financing proceeds.
4.3 The Corporation shall
grant the Executive on February 18, 2008 under the
Corporation’s 2006 Equity Incentive Plan (the
“Plan”) a nonqualified stock option to purchase 600,000
shares of the Corporation’s common stock having an exercise
price per share equal to $1.00 and having a term of seven years
from the date of grant. This option is subject to cancellation in
the event of, and may not be exercised as to any of the shares
covered by the option unless and until, the Corporation’s
shareholders approve an increase in the authorized number of shares
covered by the Plan to at least 1,850,000 shares. The option shall
vest in twelve equal monthly installments over the twelve month
period from and immediately following the Commencement
Date.
The option will be
exercisable within the seven year term of the option during the
period that Executive provides services to the Corporation and for
24 months after termination for any reason except termination for
cause by the Corporation, provided that such exercise is effected
within the seven-year term of the option. In the event of a
Corporate Transaction (as such term is defined in the Plan),
vesting of the option (and any other options granted to Executive)
shall be governed by the provisions contained in the
Corporation’s standard stock option agreement under the Plan
for the Corporation’s officers and directors. The option will
have such other terms and conditions as are included in the
Corporation’s standard stock option agreement
under
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the Plan. If the term of this Agreement
is extended beyond February 17, 2009, or if Executive’s
employment hereunder continues at-will beyond February 17,
2009, the Board of Directors of the Corporation shall review the
aggregate number of stock options granted to the Executive promptly
following such date (and thereafter not less frequently than
annually) in order to determine whether an increase in the number
thereof is warranted. Any such option shall have substantially the
same terms and conditions as the initial option contemplated
hereunder. Within thirty (30) days following the grant of any
stock option to Executive, the Corporation shall file with the U.S.
Securities and Exchange Commission a registration statement on Form
S-8 covering the shares of the Corporation’s common stock
issuable pursuant to any options issued to Executive and
then-outstanding, to the extent the shares so issuable are not
covered by an existing Form S-8 registration statement.
5. Business Expenses .
The Corporation will promptly reimburse Executive for all business
expenses incurred by Executive in connection with the business of
the Corporation in accordance with the Corporation’s policy
regarding the nature and amount of expenses and the maintenance and
submission of receipts and records necessary for the Corporation to
document them as proper business expenses.
6. Vacation . In
addition to holidays observed by the Corporation, Executive shall
be entitled to paid vacation of three (3) weeks per year or
such greater amount of vacation as is approved by the Chairman of
the Board. Any such vacations are to be taken at times mutually
agreeable to Executive and the Chairman of the Board. Executive
shall not be entitled to accrue more than six (6) weeks of
accrued vacation time at any given time. In the event that
Executive has accrued the maximum of six (6) weeks accrued and
unused vacation time, Executive shall cease accruing further
vacation time until such time as Executive’s accrued and
unused vacation time is less than such maximum amount.
7. Benefits .
Executive shall be entitled to all rights and benefits for which he
shall be eligible under any benefit or other plans (including,
without limitation, dental, medical, medical reimbursement and
hospital plans, pension plans, employee stock purchase plans,
profit sharing plans, bonus plans and other so-called
“fringe” benefits) as the Corporation shall make
available to its executive officers from time to time.
8. Termination
.
8.1 In addition to all other
rights and remedies which the parties may have under applicable
law, the Corporation may terminate this Agreement and the services
of Executive, effective upon the occurrence of any of the following
events, any of which shall constitute a termination for
“cause” under this Agreement: (i) a failure by
Executive to perform any of his material obligations under this
Agreement; (ii) the death of Executive or his disability
resulting in his inability to perform his reasonable duties
assigned hereunder for a period of three consecutive months;
(iii) Executive’s theft, dishonesty, or falsification of
any Corporation documents or records; (iv) Executive’s
improper use or disclosure of the Corporation’s confidential
or proprietary information; or (v) Executive’s
conviction (including any plea of guilty or nolo contendere) of any
criminal act which impairs Executive’s ability to perform his
or her duties hereunder or which in the Board’s judgment may
materially damage the business or reputation of the Corporation;
provided, however, that prior to termination for cause
arising
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under clause (i), Executive shall have a
period of ten (10) days after written notice from Corporation
to cure the event or grounds constituting such cause. Any notice of
termination provided by Corporation to Executive under this
Section 8 shall identify the events or conduct constituting
the grounds for termination with sufficient specificity so as to
enable Executive to take steps to cure the same if such default is
a failure by Executive to perform any of his material obligations
under this Agreement. In the event Corporation terminates Executive
for cause, (i) Executive shall be entitled as of the
termination date to no further base salary other than such portion
of Executive’s base salary as shall have accrued but remain
unpaid as of the termination date, which shall be due immediately
upon termination, (ii) Executive shall be entitled to receive
payment of any earned but unpaid bonus, as well as any expense
reimbursement amounts owed by the Corporation to the Executive
through the date of termination and (iii) any then unexercised
but outstanding stock options granted to Executive shall be
cancelled. The Corporation shall have no further obligations to
Executive under this Agreement.
8.2 The Corporation may
terminate Executive without cause upon sixty (60) days written
notice delivered to Executive. In the event the Corporation
terminates Executive’s employment without cause (including a
failure by the Corporation upon the expiration of the original term
of this Agreement to extend the term of Executive’s
employment for an additional one year beginning February 18,
2009) all of the following will apply: (i) immediately upon
termination, the Corporation will pay to Executive any base salary
as shall have accrued but remain unpaid as of the termination date,
any earned but unpaid bonus and any expense reimbursement amounts
owed by the Corporation to the Executive through the date of
termination; (ii) immediately upon termination, the
Corporation will pay to Executive severance compensation in a lump
sum cash payment equal to Executive’s then effective base
salary for a period of six (6) months; (iii) any stock
options granted to Executive, to the extent vested, will be
retained by the Executive and will be exercisable as detailed in
Section 4.3 above, the Plan and related stock option agreement
(which shall reflect the terms set forth in Section 4.3
above); and (iv) the vesting of an additional number of shares
subject to all options granted to Executive equal to fifty percent
(50%) of all such shares subject to such options that have not
already vested shall immediately accelerate and become fully vested
and exercisable by Executive and will continue to be exercisable as
provided in Section 4.3, the Plan and related stock option
agreement (which shall reflect the terms set forth in
Section 4.3 above).
8.3 Executive may terminate
Executive’s employment at will (without “Good
Reason” as defined below) by giving sixty
(60) days’ prior written notice to Corporation.
Executive shall be entitled to (i) all base salary up to and
through the 60-day period after Executive’s notice of
termination is given to Corporation, any earned but unpaid bonus
and any expense reimbursement amounts owed by the Corporation to
the Executive through the date of termination and (ii) any
stock options, to the extent vested, may be retained by Executive
and will be exercisable as detailed in Section 4.3 above, the
Plan and applicable stock option agreement (which shall reflect the
terms set forth in Section 4.3
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