Exhibit 10.1
HepaLife Technologies,
Inc.
60 State Street, Suite 700
Boston, MA 02109
October 13, 2009
Mr. Amit S. Dang
2000 Town Center, Suite 1900
Southfield, MI 48075
Re: Contract Interim
Executive-Services Agreement
Dear
Mr. Dang:
This letter sets forth the terms and
conditions of your Contract Interim Executive-Services Agreement
(the “Agreement” ) with HepaLife Technologies,
Inc. (the “ Company ").
1. Duties. Under terms of the Agreement, you shall be
contracted by the Company as its Interim President and Chief
Executive Officer, or in any executive or non-executive position(s)
as the Company, from time to time, may deem appropriate. In
performance of your duties, you shall be subject to the direction
of, and be reporting directly to, the Company's Board of Directors
(the “ Board” ); provided that, if requested by
the Board, you will immediately resign your position(s) of the
Company. You shall be available to travel as the needs of the
business require. You agree to devote such amount of your business
time, energy and skill to the duties assigned to you by the Board
as maybe reasonably necessary to fulfill your obligations
hereunder. The Company acknowledges and understands that your
services hereunder are provided on a part-time basis.
2. Termination of
Agreement . Anything
herein to the contrary notwithstanding, the Company may terminate
the Agreement at any time, with or without cause, and for any
reason whatsoever, upon immediate written notice. You may
terminate the Agreement with or without cause, and for any reason
whatsoever, upon written notice of no fewer than 90 days; your
notice to the Company may be waived upon mutual consent of the
Company. In the event of termination by either party, with or
without cause: (i) you shall not be entitled to any form of
contract cancellation fees, non-performance fees, or monthly fees;
(ii) you shall no longer be eligible for reimbursement of expenses
not previously approved or within the terms of the Agreement under
Paragraph 5 ; (iii) any and all unexercised Options, whether
vested or not, shall expire and shall no longer be exercisable as
of the date of termination of the Agreement, except under the
conditions detailed in Paragraph 4(b) ; (iv) you will not be
entitled to any financial compensation beyond the terms provided
for in the Agreement, and (v) neither party hereto shall have any
further rights or obligations hereunder, except obligations
expressly stated to survive the termination of the Agreement.
Nothing shall limit your right to be indemnified by the Company,
subject to its indemnification policies then in effect, and subject
to the conditions detailed in Paragraph 3; for your actions
as a director or officer of the Company, provided such
indemnification would otherwise have been available to
you.
3. Directors and Officers
Insurance . During the
term of the Agreement, the Company shall maintain Directors and
Officers Insurance (the “D&O Insurance” )
and (a) you shall be included as an “officer” of the
Company under such policy and (b) you shall be provided reasonable
and customary indemnification provisions as per the Company’s
By-laws and Certificate of Incorporation that are at least as
protective of you as the laws of the state in which the Company is
then incorporated. The Company will use commercially reasonable
efforts to maintain the D&O Insurance in effect for a period of
not less than three years following the termination of this
Agreement.
1
4. Financial Terms . You
shall be compensated by the Company for your services as
follows:
(a) Monthly Fee
. Commencing October 13, 2009, you
shall be paid a monthly fee of $7,000. You shall be responsible for
withholding all applicable taxes. You will not be eligible for
health benefits, vacation time, or other employee
benefits.
(b) Stock Options.
Within 30 days of execution of the
Agreement, you and the Company shall have entered into a Stock
Option Agreement (the “ Stock Option Agreement
”), pursuant to which you shall receive an (the “
Option ”) to purchase up to an aggregate of 100,000
shares of the Company’s common stock; the Option is subject
to and shall have such restrictions, vesting requirements and
exercise provisions as are set forth in the Stock Option Agreement
to be signed and executed by you and the Company. It is understood
and agreed that the Option shall vest and become exercisable,
subject to the terms of the Stock Option Agreement, only when: (a)
With your support and contribution, the Company is able to
successfully consummate a strategic transaction, or other such
commercial transaction which the Board deems sufficiently
substantial, or if (b) the Board, in its sole discretion, elects to
accelerate the vesting of the Option.
5. Expenses. You shall be
entitled to reimbursement for reasonable travel and other
out-of-pocket expenses necessarily incurred in the performance of
your duties hereunder, upon submission and approval of written
statements and bills in accordance with the then regular procedures
of the Company. Expenses exceeding $500.00 for travel and $100 for
meals and other incidentals must be approved in writing by the
Company prior to your seeking reimbursement for the
same.
6. Your
Representations and Warranties. You represent and warrant to the Company that
(a) you are under no contractual or other restriction or obligation
which is inconsistent with the execution of the Agreement, the
performance of your duties hereunder, or the other rights of the
Company hereunder, and (b) you are under no physical or mental
disability that would hinder your performance of duties under this
Agreement, and (c) you are not party to any ongoing civil or
criminal proceedings, and have not been party such proceedings
within the past five years, and do not know of any such proceeding
that may be threatened or pending against you, and (d) you are not
currently engaged in activities and will not knowingly engage in
future activities that may cause embarrassment to the Company or
tarnish the reputation or public image of the Company, including
but not necessarily limited to association with or party to: any
criminal behavior(s) such as drug use, theft, or any other
potential or active violation of law; political controversy, civil
disobedience, or public protest; lewd, lascivious
behavior.
7. Non Competition; Non
Solicitation . (a)
In view of the unique and valuable services it is expected
that you will render to the Company, your knowledge of its trade
secrets, and other proprietary information relating to the business
of the Company and in consideration of the compensation to be
received hereunder, you will not, during the term of this
Agreement, engage in, or otherwise directly or indirectly, be
employed by, or act as a consultant or lender t
