EMPLOYMENT
AGREEMENT
(Rouslan
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 Rouslan 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
up to Five Million Dollars ($5,000,000 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
initially as a research scientist reporting directly to the Chief
Scientist and upon Employee attaining his PhD, as Senior Research
Scientist (or such other senior research position commensurate with
Employee's experience and status with the Company) and 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 initially pay
Employee an annual salary of Eighty Thousand Dollars ($80,000)
while he is employed as a research scientist, and an annual salary
of One Hundred Twenty Thousand Dollars ($120,000) upon Employee
attaining his PhD and corresponding promotion by the Company to
Senior Research Scientist or a similar position commensurate with
Employee's experience and status with the Company, less withholding
and other taxes required by federal and state law (the "Annual Base
Salary"). Employee's Annual Base Salary shall, in any event, be not
less than the annual base salaries paid to employees of similar
position and status within the Company. 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. Employee shall be eligible to receive increases
in his Annual Base Salary pursuant to periodic salary reviews by
the Company it being understood such increases are not guaranteed,
but are subject to Employee's job performance and the determination
by the Company, 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 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 employees of similar position and status within the
Company, 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 in its sole discretion.
