EMPLOYMENT
AGREEMENT
(Andrei Semechkin)
THIS AGREEMENT is made as of the 30th day of
December, 2008 ("Commencement Date"), by and between International
Stem Cell Corporation, a Delaware corporation with a principal
place of business at 2595 Jason Court, Oceanside, California (the
"Company"), and Andrei Semechkin (the"Employee"), with an address
at 1 Overlook Drive, Unit 11, Amherst, New Hampshire
("Agreement").
FACTUAL BACKGROUND:
A. On December 30, 2008, the Company entered
into a Preferred Stock Purchase Agreement with Andrei Semechkin,
Rouslan Semechkin, and X-Master, Inc., (the "Investors") pursuant
to which the Investors agreed to purchase at least ten (10) shares
of Series D Preferred Stock from the Company for a purchase price
of One Million Dollars ($1,000,000 USD). As a material and
essential inducement for the Investors to enter into the Preferred
Stock Purchase Agreement, the Company agreed to employ Rouslan
Semechkin and Andrei Semechkin in accordance with the terms
thereof.
B. The Company wishes to employ Employee as
Chief Business Officer. Employee will report directly to the Board
of Directors of the Company and will, in collaboration with the
Chief Executive Officer, develop the overall business strategy for
the Company, attract and allocate Company resources, oversee the
creation and implementation of personnel policy, define target
markets, identify and develop new business opportunities, and
identify and develop international business opportunities. Employee
wishes to accept such employment subject to the terms and
conditions of this Agreement
NOW, THEREFORE, in consideration of the
foregoing, the employment provided hereunder, and other valuable
consideration, receipt of which is hereby acknowledged, the parties
hereto agree as follows:
1. EMPLOYMENT. Upon
Employee providing Company with documentation verifying Employee's
identity and legal authorization to work in the United States,
Company agrees to employ Employee, and Employee agrees to perform
the duties assigned to him for the Term of this Agreement (as
defined in Section 2 of the Agreement) pursuant to the terms and
conditions set forth herein.
2. TERM. The term of
Employee's employment hereunder shall be for a period of five (5)
years, beginning on the Commencement Date set forth above and
continuing for a period of five (5) years following such date
("Term"), unless sooner terminated in accordance with section 4
below.
3. COMPENSATION. For
all services to be rendered by Employee in any capacity hereunder,
the Company shall pay Employee the following:
(a) SALARY. The Company shall pay Employee an
annual salary equal to or higher than the highest salary paid to
any officer other than the President or CEO, and in no event less
than One Hundred Eighty Thousand Dollars ($180,000 USD), less
withholding and other taxes required by federal and state law (the
"Annual Base Salary"). Employee's Annual Base Salary shall be
payable in equal installments at such payment intervals as are the
usual custom of the Company, but not less often than monthly.
During the Term, Employee shan be eligible to receive increases in
his Annual Base Salary pursuant to periodic salary reviews by the
Board of Directors it being understood such increases are not
guaranteed, but are subject to Employee's job performance and the
determination by the Board of Directors, in its sole discretion, to
award salary increases to Employee. The Annual Base Salary
shall not be decreased during the Term, unless the reduction is
made as part of, and is consistent with, a general reduction of the
annual base salaries paid to the President, the Chief Executive
Officer and employees of similar position and status within the
Company.
(b) BENEFITS. During the Term, Employee shall be
entitled to participate in all employee welfare and health benefit
plans and other employee benefit plans established or maintained by
the Company for the benefit of its employees. Employee shall be
required to comply with all conditions attendant to coverage by
such plans and shall be entitled to benefits only in accordance
with the terms and conditions of such plans as they may be amended
from time to time. Nothing herein shall be construed as
requiring the Company to establish or continue any particular
benefit plan.
(c) VACATION AND LEAVE. During the Term,
Employee shall be entitled to accrue and carry over vacation
benefits in a manner consistent with other senior executives of the
Company (including the President and Chief Executive Officer), in
accordance with the Company's vacation policy as in effect from
time to time. In addition, Employee shall be allowed to take up to
thirty (30) days unpaid leave (or such greater amount as Employee
deems necessary to attend to his business and personal affairs)
during each year of the Term.
(d) BONUS. Employee may also be awarded a bonus
or bonuses from time to time during the Term in such amounts, if
any, and at such time, if any, as the Company may determine, in its
sole discretion. Employee shall be entitled to participate in any
annual performance bonus program for employees with bonus amounts
and performance criteria to achieve the bonus amounts as set and
formally approved by the Company
