Exhibit 10.25
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT
(“Agreement”) is retroactively made effective as of
February 1, 2009, between Oxygen Biotherapeutics, Inc., a
Delaware corporation (hereinafter sometimes referred to as
“OXBO” or the “Corporation”) and Richard M.
Kiral (“Kiral”). This agreement replaces a number of
older employment agreements and amendments, and does not contain
material changes.
1. TERM OF EMPLOYMENT . OXBO
hereby employs Kiral and Kiral hereby accepts employment with OXBO
for the period beginning on February 1, 2009 and ending on
January 31, 2010; thereafter, this Agreement and Kiral’s
employment hereunder shall be automatically renewed on a yearly
basis unless canceled or renegotiated. As used herein, the phrase
“Employment Term” refers to the entire period of
employment of Kiral by OXBO hereunder, whether for the period
provided above, or whether terminated earlier as hereinafter
provided, or extended either by operation of this paragraph or by
mutual agreement of OXBO and Kiral. In the event OXBO wishes to
cancel this agreement as of January 31, 2010, or at the end of
any annual renewal period thereafter, it shall give 120 days’
prior written notice to Kiral.
2. DUTIES OF KIRAL
.
2.1 General Duties . Kiral
shall serve as President, and Chief Operating Officer of
OXBO.
2.2 Specific Duties .
Kiral’s responsibilities shall be to act as the Chief
Operating Officer of the Corporation with overall responsibility
for all of the day to day activities of the Corporation. Subject to
election by the OXBO shareholders, Kiral shall serve as a member of
the Board of Directors of OXBO. Kiral shall have the duties and
responsibilities customarily held or assigned to a Chief Operating
Officer including without limitation overall responsibility for
research and development, developing and maintaining relationship
with manufacturing partners and contacts important to OXBO’s
business, and overseeing all supply chain functions.
2.3 Work Base . Kiral’s
work base shall be Costa Mesa, CA.
2.4 Devotion of Time to
OXBO’s Business . Kiral shall devote whatever time,
ability and attention to the business of OXBO during the term of
this Agreement as is reasonably required to fulfill his
responsibilities.
2.5 Certain non-competing
activities . OXBO acknowledges that Kiral is allowed to serve
on board of director’s of other non-competing companies. As
long as these activities do not interfere with Kiral’s duties
for OXBO, OXBO acknowledges and agrees to those
activities.
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3. COMPENSATION OF KIRAL
.
3.1 Base Salary . As
compensation for services hereunder, OXBO shall pay Kiral a base
annual salary of $240,000, payable as per company regulations
(currently payments twice a month).
3.2 Stock Compensation .
Additionally, Kiral shall receive for the duration of this
agreement 20,000 options of common stock per month, and 150,000
annual options issued as per company regulations.
3.3 Additional Compensation
.
(a) Annual Bonus . Kiral
shall be eligible for a cash bonus payable at year’s end
starting December 31, 2009. The bonus shall be based on
percent achievement of employer’s annual goals and milestones
100% achievement shall result in a bonus of 50% of annual salary.
There is no cap on the bonus for achievements exceeding 100% of
goals; an achievement of 200% of goals for example would result in
a bonus of 100% of annual salary.
(b) Compensation Review . The
Board of Directors may from time to time review the compensation of
Kiral based upon all relevant facts and may increase (but not
decrease) said compensation in the discretion of the Board.
Additional compensation to be awarded to Kiral may be in the form
of cash, stock options or other consideration deemed appropriate by
the Board.
3.4 Vacation Pay . Kiral
shall be entitled to vacation time and pay of four weeks per year
for each year during the term of this agreement. Time or times for
such vacation shall be proposed by Kiral and approved in advance by
OXBO.
3.5 Paid Sick Leave . Kiral
shall be entitled to such sick leave time and pay in accordance
with the then prevailing policies of Employer.
4. KIRAL BENEFITS
.
4.1 Use of Automobile . OXBO
shall pay all expenses of one automobile to be used in part by
Kiral in the course of his employment, at a flat expense of Eight
Hundred Dollars ($800.00) per month during the term
hereof.
4.2 Medical, Dental Insurance
Coverage . OXBO shall provide Kiral with medical and dental
insurance coverage on the same basis as provided for other senior
management employees of OXBO.
4.3 401 (k) Plan . OXBO
shall continue to implement and Kiral shall be entitled to
participate, to the maximum extent allowed by law, in a retirement
plan under Internal Revenue Code Section 401 (k).
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4.4 Stock Options and Plans .
Kiral shall participate in the 1999 Stock Plan and shall be
eligible to participate in other OXBO stock option and related
plans as determined by the Board of Directors. Stock options shall
be granted as per 3.2 of this agreement. All options granted to
Kiral shall be ten-year options. Kiral shall be entitled to
participate in additional grants of options on terms and conditions
as are specified by the Board of Directors, consistent with the
1999 Stock Plan, or amendments thereto.
5. BUSINESS EXPENSES
.
5.1 Entertainment Expenses .
The services required by OXBO require Kiral to incur travel,
entertainment, and other expenses on behalf of OXBO. OXBO will
promptly reimburse Kiral for all reasonable business expenses
incurred by Kiral in promoting the business of OXBO, including
expenditures for entertainment, gifts, and travel.
5.2 Other Business Expenses .
OXBO will promptly reimburse Kiral for all other business expenses
reasonably incurred by Kiral in connection with the business of
OXBO.
6. TERMINATION OF EMPLOYMENT
.
6.1 Resignation, Retirement,
Death or Disability . Kiral’s employment hereunder shall
be terminated at any time by Kiral’s resignation or by
Kiral’s retirement at or after attainment of age 70
(“Retirement”), death or his inability to perform his
duties under this Agreement, with or without reasonable
accommodation, because of a physical or mental illness
(“Disability”).
6.2 Termination for Cause .
Kiral’s employment hereunder may be terminated for Cause.
“Cause” shall only mean willful misconduct, conflict of
interest or breach of fiduciary duty, or a material breach of any
provision of this Agreement.
6.3 Expiration .
Kiral’s employment hereunder shall be terminated upon
expiration of the Employment Term as provided in
Section 1.
6.4 Resignation for Good
Reason . Kiral may regard Kiral’s employment as being
constructively terminated and may, therefore, resign within ninety
(90) days of Kiral’s discovery of any one of the
following events which will constitute “Good Reason”
for such resignation:
(a) Without Kiral’s express
written consent, the assignment to Kiral of any duties materially
inconsistent with Kiral’s current position, duties,
responsibilities and status with OXBO, or any subsequent removal of
Kiral from, or any failure to re-elect Kiral to any such
position;
(b) Without Kiral’s express
written consent, the termination and/or material reduction in
Kiral’s facilities (including office space and general
location) and staff reporting and available to Kiral;
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(c) A material reduction or
diminution by the Corporation of Kiral’s compensation. For
purposes of this provision, a “material” reduction or
diminution shall be deemed to occur if Kiral’s overall
compensation package is reduced by 5% or more from its then-current
level.
(d) A failure by Corporation to
maintain any of the Kiral benefits to which Kiral was entitled at a
level substantially equal to or greater than the value of those
Kiral benefits in effect prior to such reduction in benefits,
through the continuation of the same or substantially similar
plans, programs and policies; or the taking of any action by OXBO
or its affiliates which would materially affect Kiral’s
participation in or reduce Kiral’s benefits under any such
plans, programs or policies, or deprive Kiral of any material
fringe benefits enjoyed by Kiral;
(e) OXBO or any affiliate requiring
Kiral to relocate or to be based anywhere other than where Kiral
was based for the one year period prior to such relocation; except
for required travel on OXBO’s or affiliate’s business
to an extent substantially consistent with Kiral’s business
travel obligations;
(f) Any purported termination of
Kiral’s employment by OXBO or the Board which is not effected
pursuant to the requirements of this Section 6 with respect to
Death, Retirement, Disability or Termination for Cause;
and
(g) Receipt of notice by Kiral that
the Agreement will not be renewed pursuant to
Section 1.
(h) The occurrence of any of the
following:
(1) A merger or consolidation where
OXBO is not the consolidated or surviving entity;
(2) A sale or transfer of all or
substantially all of the assets of OXBO;
(3) Voluntary or involuntary
dissolution of OXBO; or
(4) A change in control of OXBO. For
purposes of this provision, a change in control shall be defined to
include:
(i) The acquisition by any person,
entity or group of affiliated persons or entities of twenty five
percent (25%) or more of the issued and outstanding stock of
the Company; or
(ii) Any transaction or occurrence
which results in a majority of the then-current Directors no
longer, after such transaction or occurrence, constituting a
majority of the entire Board of Directors.
6.5 Damages for Breach of
Agreement . In the event of the breach of this Agreement by
either OXBO or Kiral resulting in damages to the other party may
recover from the party breaching the Agreement any and all damages
that may be sustained.
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