EXHIBIT 99.1
Employment
Agreement
This Employment Agreement (the
“Agreement”), dated as of June 1, 2009,
(“Effective Date”) by and between Hollis-Eden
Pharmaceuticals, Inc. a Delaware corporation (the
“Company”), and Robert L. Marsella, an individual
residing at 13137 Sandown Way, San Diego, CA 92130 (the
“Executive”).
Recitals
WHEREAS, Executive has been employed
by the Company since 1997 and has served in the capacity of Senior
Vice President of Business Development and Marketing since 2004;
and
WHEREAS, the Company wishes to
assure itself of the availability of Executive to provide services
on behalf of the Company for a period of one year from the
Effective Date.
NOW AND THEREFORE, the parties agree
to the following:
1. Employment.
The Company hereby employs Executive
as Senior Vice President of Business Development and Marketing.
Executive accepts such employment and agrees to perform services as
set forth in Section 3 below for the Company, subject to
direction from time to time by the Board of Directors of the
Company. Both the Company and Executive acknowledge that Executive
is already an Executive of the Company as of the Effective
Date.
2. Employment
Term.
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2.1.
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The Company
employs Executive, and Executive accepts employment with the
Company, for a period of twelve (12) months commencing on the
Effective Date (the “Term”).
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2.2.
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This Agreement
may be terminated prior to the end of the Term pursuant to the
provisions of Section 8.
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3. Duties.
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3.1.
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Services with the
Company. During the
Term of this Agreement, Executive agrees to act as Senior Vice
President of Business Development and Marketing of the Company and
shall report to, as directed by, the Board of Directors of
the
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Company. The parties agree that the
Executive’s main duties shall be to act as the key person for
setting up and attendance at meetings as well as assist in
negotiations relating to the out licensing or entering into
collaborative agreements with pharmaceutical companies with respect
to all of the Company’s drugs or nutraceuticals products in
the Company library, including without limitation, Triolex
(HE3286), Apoptone (HE3235) and HE3413. The Executive shall devote
such time and attention to the business of the Company as is
necessary to fulfill his duties; however, Company acknowledges that
this is not a position which will require all of Executive’s
time. It is understood by the Company and the Executive that
Executive may provide services to or on behalf of any other company
deemed appropriate by the Executive; provided such services do not
prevent Executive from fulfilling his duties to the Company and the
services are not on behalf of an entity in direct competition with
the Company. Prior to taking on new employment, consultant or
similar engagements outside of the Company, Executive will notify
the Company such opportunities to permit the Company to timely
object (within seven days of notification) on the grounds that an
opportunity directly competes with the Company’s
activities.
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3.2.
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Location
of Services. The
Executive may work from his home and will not be required to come
into the Company’s offices except for attendance at meetings
or as otherwise deemed necessary by the Executive or the
Company.
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4.
Compensation.
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4.1.
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Salary. As compensation for all services to be rendered
by Executive during the Term of this Agreement, the Company shall
pay Executive semi-monthly at an annualized salary of $124,000.00,
subject to standard payroll withholding and deductions. Executive
understands and agrees that he shall not be eligible for any
additional compensation, including, but not limited to, bonus
compensation, without the written authorization of the
Company’s Board of Directors.
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4.2.
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Expenses. During the term of this Agreement, the Company
shall reimburse the Executive for all reasonable out-of-pocket
expenses incurred by the Executive in connection with the business
of the Company and in the performance of his duties under this
Agreement upon the Executive’s presentation to the Company of
an itemized accounting of such expenses with reasonable supporting
data.
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4.3.
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Health
Insurance and Other Benefit Plans. During the term of this Agreement the Company
shall continue to provide to Executive all benefits which he was
receiving immediately prior to the Effective Date, including
without limitation, any group insurance, hospitalization,
disability, medical, dental, and other benefit plans subject to the
provisions, rules and regulations applicable thereto. If any group
plan or other benefit is discontinued, Executive shall receive
additional compensation equal to the amount necessary for him to
obtain reasonably equivalent benefits. Executive shall not be
eligible for accruing vacation time.
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4.4.
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Stock
Options. Notwithstanding Section 4.3, the stock
options currently issued to Executive which are exercisable at the
date of termination of this Agreement shall be exercisable until
May 31, 2012 without regard to the reason for termination. The
Company agrees to prepare and execute any amendment to the stock
option grants in order to implement this provision. Employee
acknowledges and agrees that the exercise period provided in this
section 4.4 may cause options to lose their incentive stock option
status and become non-qualified options with a potential for less
favorable tax treatment.
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5. Confidential Information
and Surrender of Records and Property. Executive understands and agree that he remains
bound by the terms of the Employee Proprietary Information and
Inventions Agreement. Upon termination of employment with the
Company, unless earlier requested by the Company, Executive shall
deliver promptly to the Company all records and all copies thereof
of all Company information or documents, including, but not limited
to, electronic media, manuals, books, blank forms, documents,
letters, memoranda, notes, notebooks, reports, data, tables, and
calculations, any trade secret, proprietary or confidential
information and all other property (keys, office equipment,
computers, mobile phones, credit cards, etc.) of the Company in
Executive’s possession or under Executive’s
control.
6. Assignment.
This Agreement shall not be
assignable, in whole or in part, by either party without the
written consent of the other party.
7.
Indemnification. To the extent permitted by law, in the event
Executive is a party or is threatened to be made a party in any
action brought by a third party against Executive in his capacity
as an Executive (whether or not Company is joined as a party
defendant, the Company shall indemnify Executive against expenses
(including costs and attorney fees), judgments, fines, settlements,
and other amounts actually and reasonably incurred in connection
with said action provided Executive acted in good faith and in a
manner Executive reasonably believed to be in the best interest of
Company (and with respect to a criminal proceeding if Executive had
no reasonable cause to believe his conduct was unlawful), provided
further that the alleged conduct of Executive arose out of and was
within the course and scope of his employment as an officer or
Executive of the Company.
8. Termination.
“Cause”
for the Company to
terminate Executive’s employment shall exist if Executive:
(1) materially breaches the terms of this Agreement or
materially neglects the duties which he is required to perform
under the terms of this Agreement; (2) engages in wrongful
conduct causing material harm to the Company;, (3) is
convicted in a federal or state court of any crime constituting an
act of dishonesty, fraud,
