EMPLOYMENT
AGREEMENT
AGREEMENT
dated as of July 1, 2007, between AVANTOGEN ONCOLOGY, INC., a
Nevada corporation (“
Company ”),
and MICHAEL HILLMEYER, an individual (“
Executive ”).
Executive
currently serves as a member of the board of directors (the
“
Board ”)
of Company. Executive’s only compensation for such service is
as provided in the plan adopted by the board at its meeting held on
April 27, 2007, with respect to directors’ fees (the
“
Plan ”).
Company
now desires to employ Executive, on an interim and part-time
basis, as secretary, treasurer and chief financial officer of
Company (collectively, “
CFO ”),
and Executive is amenable to being so employed, in each case, on
the terms and subject to the conditions set forth in this
Agreement.
Accordingly,
each party hereto hereby agrees as follows:
1.
TERM
OF AGREEMENT
The
term of this Agreement will commence on the date first set
forth above, or as soon thereafter as Executive commences
services hereunder (Executive’s “
start date ”),
and will continue from month to month thereafter until the date on
which it is terminated pursuant to Section 5
hereof.
2.
EMPLOYMENT
2.1
Position and Duties. Executive
will serve as Company’s CFO, reporting to Company’s
Chief Executive Officer, and will have the general powers, duties
and responsibilities of management usually vested in that office in
a corporation and such additional powers and duties as may be
prescribed from time to time by the Board, which may include
services for one or more subsidiaries or affiliates of
Company.
2.2
Commitment. Executive
will during the period of his employment hereunder discharge his
duties to the Company to the best of his abilities in a diligent,
trustworthy, professional and efficient manner and will devote, on
a part-time basis, business hours (approximating 30 hours per
month), attention and skills to the business and affairs of the
Company as are required to discharge such duties. Company
acknowledges that Executive may conduct other business for other
businesses, provided such activities do not interfere with
Executive’s duties to, and such businesses do not compete
with, Company.
3.
COMPENSATION
3.1
Compensation. During
the term of this Agreement, Company will pay the amounts and
provide the benefits described in this Section 3, and
Executive agrees to accept such amounts and benefits in full
payment for Executive’s services under this
Agreement.
3.2
Base Salary. Company
will pay to Executive a base salary of $2,000 per month, payable,
in arrears, on or about the last business day of each month, less
applicable withholding. Nothing contained herein, including payment
of such compensation, will compromise Executive’s status as a
“non-executive director” for the purpose of receiving
directors’ fees under the Plan.
3.3
Fringe Benefits.
(a)
Company
will provide to Executive, at Company’s cost, all
perquisites to which other senior executives of Company are
generally entitled and such other perquisites which are
suitable to the character of the Executive’s position
with Company and adequate for the performance of his duties
hereunder (taking into account Company’s
means).
(b)
Upon
satisfaction of applicable eligibility requirements, Executive
will be provided with such fringe benefits as Company may
offer generally from time to time to its senior executives.
Executive acknowledges, however, with reference to the
foregoing, that no such benefit plans currently exist and that
Company has no intention currently of implementing them To the
extent legally permissible, Company will not treat amounts
paid in respect of such benefits as income to
Executive.
3.4
Paid Time Off. Executive
will accrue, on a daily basis (taking into account his part-time
status), a total of three workweeks of paid time off
(“
PTO ”) per
year following the start date of this Agreement. This PTO will be
in addition to normal Company holidays, which will be determined at
the discretion of Company from time to time. Any accrued but unused
PTO (up to such limits as Company may establish) will be paid to
Executive, on a pro rata basis, at the time that his employment is
terminated.
3.5
Deductions from Compensation. Company
will deduct and withhold from all compensation payable to Executive
all amounts required to be deducted or withheld pursuant to any
present or future law, ordinance, regulation, order, writ,
judgment, or decree requiring such deduction and
withholding.
4
REIMBURSEMENT
OF CERTAIN EXPENSES
4.1
Travel and Other Expenses. Company
will pay to or reimburse Executive for reasonable and necessary
business, travel and similar expenditures incurred by Executive for
which Executive submits appropriate receipts and reports the
amount, date, location and business character in a timely
manner.
4.2
Liability Insurance. Company
will continue Executive under the coverage of Company’s
officers and directors’ insurance and other liability
insurance policies, consistent with usual and reasonable business
practices, to cover Executive against insurable events related to
his employment with Company.
4.3
Indemnification. Promptly
upon written request from Executive, Company will indemnify, defend
(with counsel of its choice) and hold harmless Executive, to the
fullest extent under applicable law, for all defense costs,
judgments, fines, settlements, losses, costs or expenses (including
attorney’s fees), arising out of Executive’s activities
as an agent, employee, officer or director of Company, or in any
other capacity on behalf of or at the request of Company.
Notwithstanding the foregoing, Company may not enter into any
settlement, of any kind, of any claim, which requires Executive to
admit liability or responsibility or to have any order or judgment
entered against Executive without Executive’s consent, which
will not unreasonably be withheld or delayed.
5
TERMINATION
5.1
Termination and Resignation. Company
may terminate Executive’s employment at any time, with or
without notice or cause. If Company terminates Executive’s
employment for ca
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