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Exhibit 10.1 EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made
effective as of this 24th day of October, 2008 (the
“Effective Date”), by and between ImmuneRegen
BioSciences, Inc., a Delaware corporation (the
“Company”), and Hal Siegel, an individual
(“Employee”), with reference to the following
facts:
RECITALS
WHEREAS, the Company desires that Employee be employed as
Vice-President and Chief Scientific Officer; and
WHEREAS, Employee is willing to be employed by the Company and
provide services to the Company under the terms and conditions
herein stated.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter contained, and for other good and valuable
consideration, it is hereby agreed by and between the parties
hereto as follows:
AGREEMENT
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1.
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Employment, Services, and Duties
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1.1
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Employment. The Company hereby employs Employee as
Vice-President and Chief Scientific Officer of the Company and
Employee hereby accepts such employment as of the Effective Date
upon the terms, covenants and conditions set forth
herein. Employee shall render his/her services to the
Company by and subject to the instructions and directions of the
Company’s President and Chief Executive Officer to whom
Employee shall directly report.
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1.2
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Duties. Employee shall perform all duties assigned to
him/her to the best of his/her ability and in a manner satisfactory
to the Company.
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1.3
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Time and Efforts. Employee shall devote his/her
full-time efforts, attention, and energies to the business of the
Company. Notwithstanding the foregoing, Employee may
perform services for other persons, businesses and organizations,
provided that the performance of such services does not interfere
and is not inconsistent with the Employee’s performance of
his/her duties and obligations under this Agreement, including
without limitation, the Employee’s duties and obligations
under Section 6 of this Agreement.
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The term of employment under this Agreement (“Term of
Employment”) shall commence on the Effective Date and,
subject to the provisions of Section 4 below, shall continue for
two years.
As the total consideration for Employee’s services rendered
hereunder, Employee shall be entitled to the following:
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3.1
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Base Salary. A salary of $225,000 for the first 12
months of full-time employment (the “First Year
Salary”). A salary of $247,500 in the second year
(the “Second Year Salary and collectively with the First Year
Salary and the Second Year Salary, the “Base
Salary”). The Base Salary shall be payable in
regular installments in accordance with the customary payroll
practices of the Company. Employee’s Base Salary
shall be subject to such payroll deductions as required by law or
as appropriate under the Company’s payroll deduction
procedures.
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3.3
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Bonus. Employee shall be entitled to a sign-on cash
bonus of $20,000. Fifty percent of the sign-on bonus
($10,000) shall be paid upon the signing of this agreement and
fifty percent ($10,000) shall be paid within 90 days of signing
this agreement. In addition, Employee is eligible for
annual bonuses pursuant to those terms set forth in Exhibit A
hereto.
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3.4
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Expenses. During the Term of Employment, Employee is
entitled to reimbursement for reasonable and necessary business
expenses, per Company policy, incurred by Employee in connection
with the performance of Employee’s duties hereunder provided
that (a) such expenses are ordinary and necessary expenses incurred
on behalf of the Company, and (b) Employee provides the Company
with itemized accounts, receipts and other documentation for such
expenses, to be reviewed by the C.E.O., as are reasonably required
by the Company.
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3.5
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Vacation. Employee shall be entitled to three
weeks vacation time per year during the first and second years of
the Term of Employment without loss of compensation during the Term
of Employment. Employee’s vacation shall be
governed by the Company’s usual policies applicable to all
Employees.
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3.6
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Fringe Benefits. Employee shall be entitled to
participate in or receive benefits under any employee benefit plan
or other arrangement made available by the Company to its
employees, subject to and on a basis consistent with the terms,
conditions and overall administration of such plans and
arrangements.
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Employee’s employment shall terminate prior to the expiration
of the Term of Employment set forth in Section 2 above upon the
happening of the following:
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4.1
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Termination For Cause. The Company may terminate this
Agreement for Cause. For purposes of this Agreement,
“Cause” shall mean:
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(a)
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a material act of dishonesty in connection with the
Employee’s responsibilities as an employee of the
Company;
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(b)
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Employee’s conviction of, or plea of nolo contendere to, a
felony or a crime involving moral turpitude;
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(c)
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Employee’s gross misconduct which has a material adverse
effect on the Company; or
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(d)
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Employee’s consistent and willful failure to perform
his/her employment duties where such failure is not cured within 30
days after written notice to Employee by the Company.
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4.2
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Termination Without Cause. The Company may terminate
the employment of Employee and all of the Company’s
obligations hereunder (except as hereinafter provided) at any time
and for any reason or for no reason during the Term of Employment
without Cause by giving Employee written notice of such
termination, to be effective 30 days following the giving of such
written notice.
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4.3
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Termination Due to Disability or
Death, Employee’s employment hereunder:
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(a)
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May be terminated by the Company upon 30 days’ notice to
Employee in the event that the Company in good faith determines
that Employee has been unable to satisfactorily perform his/her
duties under this Agreement for an aggregate of 90 days within any
12-month period, or can reasonably be expected to be unable to do
so for such period, as the result of Employee’s incapacity
due to physical or mental impairment, and within 30 days of receipt
of such notice, Employee shall not have returned to the full-time,
continuing performance of his/her duties hereunder, and
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(b)
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Will terminate immediately upon the death of Employee.
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5.1
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Termination For Cause. In the event that
Employee’s employment is terminated pursuant to Sections 4.1
above, the Company shall pay to Employee, or his/her
representatives, on the date of termination of employment (the
“Termination Date”), in satisfaction in full for all of
its obligations hereunder, the following:
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(a)
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Two months salary and payment for any accrued vacation provided
for in Section 3.5, in each case computed on a pro rata basis to
the Termination Date; and
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(b)
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Any expense reimbursements due and owing to Employee as of the
Termination Date.
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5.2
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Termination For Death or Disability. In the event
Employee’s employment is terminated pursuant to Section 4.3,
the Company shall pay to Employee, or his/her representatives, on
the Termination Date in satisfaction in full for all of
its obligations hereunder, the following:
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(a)
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in the case of termination due to death, payment for any accrued
vacation provided for in Section 3.5, in each case computed on a
pro rata basis to the Termination Date; and
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(b)
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in the case of termination due to disability, two months salary
and payment for any accrued vacation provided for in Section 3.5,
in each case computed on a pro rata basis to the Termination Date;
and
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