Exhibit 10.51
EMLOYMENT
CONTRACT
This Employment
Contract (“Contract”) is entered into by and between
Amarillo Biosciences, Inc., a Texas corporation
(“Employer”) and Martin J. Cummins
(“Employee”). ABI and its controlled subsidiaries shall
be hereinafter collectively referred to as “ABI
Companies”. Employer hereby employs Employee, and Employee
accepts employment, on the following terms and
conditions.
ARTICLE
I
TERM OF
EMPLOYMENT
1.01. By this Contract, Employer employs Employee, and
Employee accepts employment with Employer starting September 10,
2006, and with such ABI Companies as Employer shall designate,
until this Contract shall have been terminated by either party by
the serving of three months’ advance, written notice of such
termination upon the other party.
ARTICLE
II
COMPENSATION
2.01. As compensation for all services rendered under
this Contract, Employee shall be paid by Employer a salary of ONE
HUNDRED TWENTY FIVE THOUSAND DOLLARS ($125,000.00) per year,
payable at least monthly during the term of this Contract. The
amount paid is to be prorated for any partial employment period.
Furthermore, Employee recognizes that Employer may experience
periodic cash shortages, and in such event, Employee will accept
partial (no more than 50%) payment in Employer’s voting
common stock, which stock shall be registered by Employer on Form
S-8, or other suitable registration statement.
ARTICLE
III
DUTIES OF
EMPLOYEE
3.01. Employee is employed as Director of Clinical and
Regulatory Affairs of Employer, and shall work at the corporate
offices in Amarillo, Texas. Employee shall perform the duties of as
Director of Clinical and Regulatory Affairs, as such duties may be
further set fourth in the Bylaws of Employer, or by resolution of
the Board of Directors of Employer. Employee shall devote his
entire productive time, ability, attention and energies to the
business of Employer during the term of this Contract, and during
such time, Employee shall not directly or indirectly render any
services of a business, commercial or professional nature to any
other person or organization, whether or not for compensation,
without the prior consent of the Board of Directors of Employer.
Consent is hereby granted to Employee to continue an ongoing
project called Orange County Lipworks, LLC with his brother
Matthew.
ARTICLE
IV
EMPLOYEE’S OBLIGATIONS
AS TO INSURANCE
4.01. Employee agrees to submit to physical
examination as may be required for the obtaining by Employer of
insurance on Employee’s life, and agrees to consent to the
issuance of a policy or policies of insurance on his life, such
policies to be owned by Employer, and naming Employer as
beneficiary. Upon termination of Employee’s employment for
any reason, and if requested by Employee, Employer shall assign any
such policy to Employee, so that Employee shall have the option of
keeping the policy in force at Employee’s expense. The
forgoing notwithstanding, Employer shall be entitled to retain the
accumulated cash value of any such policy.
ARTICLE
V
EMPLOYEE
BENEFITS
5.01. If Employer provides hospital, surgical,
medical, dental, group life insurance, or other fringe benefits to
its employees, or any of them, at any time during the term of this
Contract, Employee shall be entitled to participate in such
benefits, on terms and conditions at least as favorable as those
accorded to other employees of Employer, subject to
insurability.
ARTICLE
VI
REIMBURSEMENT OF EXPENSES
INCURRED BY EMPLOYEE
6.01. Employee is authorized to incur reasonable
business expenses for promoting the business of Employer, including
expenditures for entertainment and travel. Employer will reimburse
Employee for all such expenses upon Employee’s presentation
of written expense vouchers, itemizing such
expenditures.
ARTICLE
VII
PROPERTY RIGHTS OF
PARTIES
7.01. Employee has had access to and become familiar
with, and during the term of continued employment, will continue to
have access to and become familiar with, various trade secrets,
consisting of formulas, devices, secret inventions, processes,
compilations of information, records, and specifications owned by
ABI Companies and regularly used in the operation of ABI Companies.
Employee shall not disclose any such trade secrets directly or
indirectly nor use them in any way either during the term of this
Contract or at any time thereafter except as required in the course
of his employment. All files, records, documents, drawings,
specifications, equipment and similar items relation to the
business of ABI Companies, whether or not prepared by Employee,
shall remain the exclusive property of ABI Companies and shall not
be removed from the premises of Employer under any circumstances,
except in pursuit of the trade and business of ABI
Companies.
7.02. On the termination of employment or whenever
requested by Employer, Employee shall immediately deliver to
Employer all property in Employee’s possession or under
Employee’s control belonging to ABI Companies, including but
not limited to all accounting records, computer terminals and
tapes, disks, or other data storage mechanisms, accounting
machines, and all office furniture and fixtures, supplies and other
personal property in the possession or under the control of
Employee, in good condition, ordinary wear and tear excepted, and
including without limitation all correspondence files, research
data, and patent information or data, of every sort.
7.03. Employee hereby promises and agrees to convey
and assign to Employer any and all other rights or interests he may
now have in and to trade secrets, formulas, devices, inventions,
processes, patents, applica-tions, continuations, copyrights,
trademarks, compilations of information, records, specifications,
rights, interests and data of every other sort, affecting or
pertaining directly or indirectly to the business of ABI Companies
as now conducted, or to the patents, trade secrets, and other
rights not owned by ABI Companies. In further clarification of the
preceding sentence, it is not Employee's intenti
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