EMPLOYMENT AGREEMENT
Exhibit
10.23
THIS
AGREEMENT is made October 10, 2007, by and between BioTime, Inc. (the
"Company"), and Xxxxxxx X. Xxxx ("Executive").
W I T N E S S E T
H:
WHEREAS,
the Company desires to employ Executive, and Executive is willing to accept such
employment, all on the terms and subject to the conditions hereinafter set
forth;
NOW,
THEREFORE, in consideration of the terms and conditions hereinafter set forth,
the parties hereto agree as follows:
1. Engagement
(a) Position and
Duties. The Company agrees to employ Executive in the
position of Chief Executive Officer. Executive shall perform the
duties and functions as are normally carried out by a Chief Executive Officer of
a developer of pharmaceutical or medical products of a size comparable to the
Company that has a class equity securities registered under Section 12 of the
Securities Exchange Act of 1934, as amended, and as the Board of Directors of
the Company (the "Board of Directors") shall from time to time reasonably
determine. Without limiting the generality of the immediately
preceding sentence, Executive shall expand the scope of the Company's research
and development program into the field of human stem cell research to the extent
that the Company has or obtains sufficient capital for such purpose, except to
the extent that the Board of Directors determines that the Company should
abandon, forego, or limit stem cell research and
development. Executive shall devote his best efforts, skills and
abilities, on a full-time basis, exclusively to the Company's business pursuant
to, and in accordance with, reasonable business policies and procedures, as
fixed from time to time by the Board of Directors of the
Company. Executive covenants and agrees that he will faithfully
adhere to and fulfill such policies as are established from time to time by the
Board of Directors.
(b) No Conflicting
Obligations. Executive represents and warrants to the Company
that he is under no obligations or commitments, whether contractual or
otherwise, that are inconsistent with his obligations under this Agreement or
that would prohibit him, contractually or otherwise, from performing his duties
as Chief Executive Officer of the Company.
(c) No Unauthorized Use of Third Party
Intellectual Property. Executive represents and warrants that
he will not use or disclose, in connection with his employment by the Company,
any patents, trade secrets, confidential information, or other proprietary
information or intellectual property as to which any other person has any right,
title or interest, except to the extent that the Company holds a valid license
or other written permission for such use from the owner(s)
thereof. Executive represents and warrants to the Company that he has
returned all property and confidential information belonging to any prior
employer.
2. Compensation
(a) Salary and
Bonuses. During the term of this Agreement, the Company shall
pay to the Executive:
(i) Annual Salary. The
Company shall pay Executive an annual salary of two hundred fifty thousand
dollars ($250,000.00) the ("Annual Salary"). Executive=s salary
shall be paid in equal bi-monthly installments, consistent with the Company=s regular
salary payment practices. Executive=s salary may
be adjusted from time-to-time by the Company without affecting this
Agreement.
(ii)
Bonus. In
addition to his Annual Salary, Executive shall be entitled to receive an annual
bonus equal to the lesser of (A) sixty-five thousand dollars ($65,000.00) or (B)
the sum of 65% of Consulting Fees and 6.5% of Grant Funds received by the
Company during each fiscal year; provided that (x) the grant that is the source
of the Grant Funds was obtained by the Company during the term of Executive=s employment
by the Company, (y) the grant that is the source of the Grant Funds is not a
renewal, extension, modification, or novation of a grant (or a new grant to fund
the continuation of a study funded by a prior grant from the same source)
obtained by the Company prior to Executive=s employment
by the Company, and (z) the grant that is the source of the Grant Funds was not
obtained by the Company substantially through the efforts of any consultant or
independent contractor compensated by the Company for obtaining the
grant. The bonus shall be paid on a monthly basis, subject to the
Company's receipt of the funds from which the bonus it to be paid.
(A) Grant
Funds means money actually paid to the Company during a fiscal year as a
research grant by any federal or state government agency or any not for profit
non-government organization, and expressly excludes (1) license fees, (2)
royalties, (3) Consulting Fees, (4) capital contributions to the Company or any
subsidiary of the Company, or any joint venture of any kind (regardless of the
legal entity through which the joint venture is conducted) to which the Company
is a party, and (5) any other payments received by the Company by a business or
commercial enterprise for research and development of products or technology
pursuant to a contract or agreement for the commercial development of a product
or technology.
(B) Consulting
Fees means money actually received by the Company under a contract
that entitles the Company to receive a cash fee for providing scientific and
technical advice to third parties concerning stem cells.
(b) Expense
Reimbursements. The Company shall reimburse Executive for
reasonable travel and other business expenses incurred by Executive in the
performance of his duties hereunder, subject to the Company's policies and
procedures in effect from time to time, and provided that Executive submits
supporting vouchers.
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(c) Benefit
Plans. Executive shall be eligible (to the extent he
qualifies) to participate in any retirement, pension, life, health, accident and
disability insurance, stock option plan or other similar employee benefit plans
which may be adopted by the Company (or any other member of a consolidated group
of which the Company is a part) for its executive officers or other
employees.
(d) Stock
Options/SARs. The Company will grant Executive an option
to purchase 1,500,000 of the Company=s common
shares (the AOption@) under the
Company=s 2002
Employee Stock Option Plan (the APlan@). The
Option shall be paired with a stock appreciation right ("SAR") with respect to
976,500 shares that may be exercised only as provided in this
Agreement.
(i) The
exercise price of the Option and the SAR will be the greater of $0.50 per share
and the Fair Market Value of the Company=s common
shares on the date of grant determined in accordance with the
Plan. The Option and the SAR will vest (as thereby become
exercisable) as follows: 1/60th of the number of Option shares will vest at the
end of each full month of employment. Vesting will depend on
Executive=s continued
employment with the Company through the applicable vesting date, and will be
subject to the terms and conditions of the Plan and a Stock Option Agreement
consistent with the Plan and this paragraph. The unvested portion of
the Option and the SARs shall not be exercisable.
(ii) The
vested portion of the Option and the SAR shall expire on the earliest of (A)
seven (7) years from the date of grant, (B) three months after Executive ceases
to be an employee of the Company for any reason other than Executive=s death or
Disability (as defined below), or (C) one year after Executive ceases to be an
employee of the Company due to his death or Disability; provided that if
Executive dies during the three month period described in clause (B) of this
paragraph, the expiration date of the vested portion of the Option shall be one
year after the date of his death. In addition, (X) if the SAR is
exercised, the vested portion of the Option shall expire as to a number of
shares for which the SAR was exercised, and (Y) the vested and unvested portion
of the SAR shall expire when the shareholders of the Company approve an
amendment to the Plan described below. The Option and the SAR,
respectively, shall not be exercisable after it has expired.
(iii) Except
as specifically set forth in this Section, Executive=s rights
under the Plan, or any other stock option plan later adopted by the Company,
shall be governed solely by the terms of the Plan, or the later adopted stock
option plan.
(iv) The
SAR may not be exercised, in whole or in part, until the vested portion of the
Option has been exercised in full. A vested SAR may be exercised by
the Executive by delivering a written notice to the Company specifying the
number of SAR shares being exercised. Upon exercise of an SAR,
Executive shall be entitled to receive a payment of cash per SAR share exercised
equal to the amount by which the fair market value of a Company common share on
the date of exercise exceeds the exercise price of the SAR. The fair market
value of a Company common share shall be determined by the Board of Directors in
the manner provided in the Plan. The amount payable
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to
Executive upon exercise of an SAR shall be subject to all applicable, federal,
state, and local income tax withholdings, FICA and similar state withholdings,
and any other applicable payroll tax withholding. SARs may
not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any
manner other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Executive, only by the
Executive.
(v) On
the date of this Agreement, the number of shares available for the grant of
options under the Plan, as approved by the shareholders of the Company, is less
than 1,500,000. The Board of Directors has approved an amendment to
the Plan that would increase the number of shares available for the exercise of
options; however, the amendment is subject to approval by the shareholders of
the Company. The Company will submit the Plan amendment to its
shareholders for approval at its next annual meeting of shareholders, and the
Board of Directors will recommend that the shareholders approve the
amendment. The Board of Directors has reserved 523,377 shares under
the Plan, as previously approved by the shareholders, for the Option granted to
Executive.
(e) Vacation; Sick
Leave. Executive shall be entitled to three weeks of vacation
without reduction in compensation, during each calendar year. Such
vacation shall be taken at such time as is consistent with the needs and
policies of the Company. All vacation days and sick leave days shall
accrue based upon days of service. Executive shall also be entitled
to leave from work, without reduction in compensation for ten days during each
calendar year, due to illness subject to the policies and procedures of the
Company, and subject to the provisions of this Agreement governing termination
due to disability, sickness or illness. The Company may, from time to
time, adopt policies governing the disposition of unused vacation days and sick
leave days remaining at the end of the Company's fiscal year; which policies may
govern whether unused vacation days or sick leave days will be paid, lost, or
carried over into subsequent fiscal years.
3. Competitive
Activities. During the term of Executive=s employment
with the Company and for three years thereafter, Executive shall not, for
himself or any third party, directly or indirectly employ, solicit for
employment or recommend for employment any person employed by the
Company. During the term of Executive=s
employment, he shall not, directly or indirectly as an employee, contractor,
officer, director, member, partner, agent, or equity owner, engage in any
activity or business that competes or could reasonably be expected to compete
with the business of the Company. Executive acknowledges that
there is a substantial likelihood that the activities described in this Section
would (a) involve the unauthorized use or disclosure of the Company=s
Confidential Information and that use or disclosure would be extremely difficult
to detect, and (b) result in substantial competitive harm to the Company's
business. Executive has accepted the limitations of this
Section as a reasonably practicable and unrestrictive means of
preventing such use or disclosure of Confidential Information and preventing
such competitive harm.
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4. Inventions/Intellectual
Property/Proprietary Information
(a) Inventions and
Discoveries Belong to the Company. Any and all
inventions, discoveries, improvements or intellectual property which Executive
may conceive or make during the period of employment relating to or in any way
pertaining to or connected with the systems, products, apparatus, or methods
employed, manufactured, constructed or researched by the Company shall be the
sole and exclusive property of the Company. The obligations
provided for by this Agreement, except for the requirements as to disclosure in
Section, do not apply to any rights Executive may have acquired in connection
with an invention, discovery, improvement or intellectual property for which no
equipment, supplies, facility, or trade secret information of the Company was
used and which was developed entirely on the Executive=s own time
and (a) which at the time of conception or reduction to practice does not relate
directly or indirectly to the business of the Company or to the Company=s actual or
demonstrable anticipated research or development, or (b) which does not result
from any work performed by Executive for the Company. The parties understand and
agree that this limitation is intended to be consistent with California Labor
Code, Section 2870, a copy of which is attached as Exhibit A. If
Executive wishes to clarify that something created by him prior to his
employment by the Company that relates to the Company=s actual or
proposed business is not within the scope of this Agreement, he has listed it on
Appendix B in a manner that does not violate any third party
rights. To the extent allowed by law, the rights assigned by
Executive to the Company includes all rights of paternity, integrity, disclosure
and withdrawal and any other rights that may be known as or referred to as Amoral
rights,@ Aartist=s
rights,@ Adroit
moral,@
or the like (collectively AMoral
Rights@). To
the extent Executive retains any such Moral Rights under applicable law, he
hereby ratifies and consents to any action that may be taken with respect to
such Moral Rights by or authorized by the Company and agrees not to assert any
Moral Rights with respect thereto. Executive shall confirm in writing
any such ratifications, consents and agreements from time to time as requested
by the Company.
(b) Disclosure of
Inventions and Discoveries. Executive agrees to disclose
promptly to the Company all improvements, discoveries, or inventions which
Executive may make solely, jointly, or commonly with others, and to assign as
appropriate such improvements, discoveries, inventions or intellectual property
to the Company, where the rights are the property of the
Company. Executive agrees to execute and sign any and all
applications, assignments, or other instruments which the Company may deem
necessary in order to enable the Company, at its expense, to apply for,
prosecute, and obtain patents of the United States or foreign countries for the
improvements, discoveries, inventions or intellectual property, or in order to
assign or convey to or vest in the Company the sole and exclusive right, title,
and interest in and to said improvements, discoveries, inventions, or
patents. Executive hereby irrevocably designates and appoints the
Company as Executive's agent and attorney-in-fact, coupled with an interest and
with full power of substitution, to act for and in Executive's behalf to execute
and file any document and to do all other lawfully permitted acts to further the
purposes of this paragraph with the same legal force and effect as if executed
by Executive. This paragraph is applicable
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whether
or not the invention, discovery, improvement or intellectual property was made
under the circumstances described in paragraph (a) of this
Section. Executive agrees to make such disclosures understanding that
they will be received in confidence and that, among other things, they are for
the purpose of determining whether or not rights to the related invention,
discovery, improvement, or intellectual property is the property of the
Company.
(c) Confidential and
Proprietary Information. During his employment, Executive will
have access to the Company's trade secrets and confidential
information. Confidential Information means all information and
ideas, in any form, relating in any manner to matters such as: the
Company=s products;
formulas; technology and know-how; inventions; clinical trial plans and data;
business plans; marketing plans; the identity, expertise and compensation of
employees and contractors; systems, procedures, and manuals; customers;
suppliers; joint venture partners; research collaborators; licensees; and
financial information. Confidential Information also shall
include any information of any kind, whether belonging to the Company or any
third party, that the Company has agreed to keep secret or confidential under
the terms of any agreement with any third party. Confidential
Information does not include: (i) information that is or becomes
publicly known through lawful means other than unauthorized disclosure by
Executive; (ii) information that was rightfully in Executive=s possession
prior to his employment with the Company and was not assigned to the Company or
was not disclosed to Executive in his capacity as a director or other fiduciary
of the Company; or (iii) information disclosed to Executive, after the
termination of his employment by the Company, without a confidential restriction
by a third party who rightfully possesses the information and did not obtain it,
either directly or indirectly, from the Company, and who is not subject to an
obligation to keep such information confidential for the benefit of the Company
or any third party with whom the Company has a contractual
relationship. Executive understands and agrees that all Confidential
Information shall be kept confidential by Executive both during and after his
employment by the Company. Executive further agrees that he will not,
without the prior written approval by the Company, disclose any Confidential
Information, or use any Confidential Information in any way, either during the
term of his employment or at any time thereafter, except as required by the
Company in the course of his employment.
5. Termination of
Employment. Executive understands and agrees that his
employment has no specific term. This Agreement, and the employment
relationship, are "at will" and may be terminated by either party with or
without cause upon written notice to the other. Executive agrees to
give the Company thirty (30) days advance written notice of his intent to
terminate his employment with the Company. Except as otherwise agreed
in writing or as otherwise provided in this Agreement, upon termination of
Executive's employment, the Company shall have no further obligation to
Executive by way of compensation or otherwise as expressly provided in this
Agreement.
(a) Separation
Benefits. Upon termination of Executive=s employment
with the Company for any reason, Executive will receive the severance benefits
set forth below, but
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Executive
will not be entitled to any other compensation, award or damages with respect to
his employment or termination of employment.
(i) Termination for Cause, Death,
Disability, or Resignation. In the event of Executive=s
termination for Cause, or termination as a result of his death or Disability, or
his Resignation, Executive will be entitled to receive payment for all unpaid
salary, accrued but unpaid bonus, if any, and vacation accrued as of the date of
his termination of employment. Executive will not be entitled
to any cash severance benefits or additional vesting of any Company stock
options or other equity or cash awards.
(ii) Termination Without
Cause. In the event of Executive=s
termination without Cause, he will be entitled to (A) the benefits set forth in
paragraph (a)(i) of this Section, (B) payment in an amount equal to either (1)
three months base salary if Executive has been employed by the Company for less
than two years, or (2) six months base salary if Executive has been employed by
the Company for at least two years, which in either case may be paid in a lump
sum or, at the election of the Company, in installments consistent with the
payment of Executive=s salary
while employed by the Company, subject to such payroll deductions and
withholdings as are required by law, and (C) accelerated vesting of fifty
percent (50%) of the then unvested shares subject to the Option if Executive has
been employed by the Company for at least two years. The elimination
of Executive's position or a material reduction in his assigned duties or
related salary shall be considered termination without Cause.
(iii) Change of
Control. In the event the Company (or any successor in
interest to the Company that has assumed the Company=s obligation
under this Agreement) terminates Executive=s employment
without Cause within twelve (12) months following a Change in Control, in lieu
of the benefits set forth in paragraph (a)(ii) of this Section, Executive will
be entitled to (A) the benefits set forth in paragraph (a)(i) of this Section,
(B) a lump sum payment in an amount equal to either (1) four months base salary
if Executive has been employed by the Company for less than two years, or (2)
twelve months base salary if Executive has been employed by the Company for at
least two years, subject to such payroll deductions and withholding as are
required by law; and (C) accelerated vesting of either (1) fifty percent (50%)
of the then unvested shares subject to the Option if Executive has been employed
by the Company for less than two years, or (2) one hundred percent (100%) of the
then unvested shares subject to the Option if Executive has been employed by the
Company for at least two years.
(b) Release. Any
other provision of this Agreement notwithstanding, paragraphs (a)(ii) and
(a)(iii) of this Section shall not apply unless the Executive (i) has
executed a general release of all claims (in a form prescribed by the Company)
and (ii) has returned all property of the Company in the Executive=s
possession.
(c) Continuation of
Certain Benefits. In the event of
the termination of Executive's employment for any reason other than his death,
Executive's benefits will be continued under the Company=s then
existing benefit plans and policies for so long as provided
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under the
terms of such plans and policies and as required by applicable
law. If Executive elects to continue his health insurance
coverage under the Consolidated Omnibus Budget Reconciliation Act (ACOBRA@) following
the termination of his employment, then the Company shall pay the Executive's
monthly premium under COBRA until the earlier of (i) the expiration of the
Executive=s
continuation coverage under COBRA, and (ii) the date when the Executive
receives substantially equivalent health insurance coverage in connection with
new employment or self-employment.
(d) Definitions. For purposes of
this Section, the following definitions shall apply:
(i)
"Affiliated Group" means (A) a Person and one or more other Persons in control
of, controlled by, or under common control with such Person; and (B) two or more
Persons who, by written agreement among them, act in concert to acquire Voting
Securities entitling them to elect a majority of the directors of the
Company.
(ii) "Cause" means:
(A) the failure to properly perform Executive=s job
responsibilities, as determined reasonably and in good faith by the Board of
Directors; (B) commission of any act of fraud, gross misconduct or dishonesty
with respect to the Company; (C) conviction of, or plea of guilty or Ano
contest@ to, any
felony, or a crime involving moral turpitude; (D) breach of any provision of
this Agreement or any provision of any proprietary information and inventions
agreement with the Company; (E) failure to follow the lawful directions of the
Board of Directors; (F) chronic alcohol or drug abuse, (G) obtaining in
connection with any transaction in which the Company or any of its subsidiaries
or affiliates is a party to a material undisclosed financial benefit for himself
or for any member of his immediate family or for any corporation, partnership,
limited liability company, or trust in which he or any member of his immediate
family owns a material financial interest; or (H) harassing or discriminating
against, or participating or assisting in the harassment of or discrimination
against, any employee of the Company (or any of any of subsidiary or affiliate
of the Company) based upon gender, race, religion, ethnicity, or
nationality.
(iii) "Change
of Control" means (A) the acquisition of Voting Securities of the Company by a
Person or an Affiliated Group entitling the holder thereof to elect a majority
of the directors of the Company; provided, that an increase in the amount of
Voting Securities held by a Person or Affiliated Group who on the date of this
Agreement owned beneficially owned (as defined in Section 13(d) of the
Securities Exchange Act of 1934, as amended, and the regulations thereunder)
more than 10% of the Voting Securities shall not constitute a Change of Control;
and provided, further, that an acquisition of Voting Securities by one or more
Persons acting as an underwriter in connection with a sale or distribution of
such Voting Securities shall not constitute a Change of Control under this
clause (A); (B) the sale of all or substantially all of the assets of the
Company; or (C) a merger or consolidation of the Company with or into another
corporation or entity in which the stockholders of the Company immediately
before such merger or consolidation do not own, in the aggregate, Voting
Securities
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of the
surviving corporation or entity (or the ultimate parent of the surviving
corporation or entity) entitling them, in the aggregate (and without regard to
whether they constitute an Affiliated Group) to elect a majority of the
directors or persons holding similar powers of the surviving corporation or
entity (or the ultimate parent of the surviving corporation or entity);
provided, however, that in no event shall any transaction described in clauses
(A), (B) or (C) be a Change of Control if all of the Persons acquiring Voting
Securities or assets of the Company or merging or consolidating with the Company
are one or more direct or indirect subsidiary or parent corporations of the
Company.
(iv) "Disability"
shall mean Executive=s inability
to perform the essential functions of his job responsibilities for a period of
one hundred eighty (180) consecutive days or one hundred eighty (180) days in
the aggregate in any twelve (12) month period.
(v) "Person"
means any natural person or any corporation, partnership, limited liability
company, trust, unincorporated business association or other
entity.
(vi) "Voting
Securities" means shares of capital stock or other equity securities entitling
the holder thereof to regularly vote for the election of directors (or for
person performing a similar function if the issuer is not a corporation), but
does not include the power to vote upon the happening of some condition or event
which has not yet occurred.
6. Turnover of Property and Documents on
Termination. Executive agrees that on or before termination of
his employment, he will return to the Company all equipment and other property
belonging to the Company, and all originals and copies of Confidential
Information (in any and all media and formats, and including any document or
other item containing Confidential Information) in Executive's possession or
control, and all of the following (in any and all media and formats, and whether
or not constituting or containing Confidential Information) in Executive's
possession or control: (a) lists and sources of customers; (b)
proposals or drafts of proposals for any research grant, research or development
project or program, marketing plan, licensing arrangement, or other arrangement
with any third party; (c) reports, job or laboratory notes, specifications, and
drawings pertaining to the Company's research, development, products, patents,
and technology; and (d) any and all inventions or intellectual property
developed by Executive during the course of employment.
7. Arbitration. Except
for injunctive proceedings against unauthorized disclosure of confidential
information, any and all claims or controversies between the Company and
Executive, including but not limited to (a) those involving the construction or
application of any of the terms, provisions, or conditions of this Agreement;
(b) all contract or tort claims of any kind; and (c) any claim based on any
federal, state or local law, statute, regulation or ordinance, including claims
for unlawful discrimination or harassment, shall be settled by arbitration in
accordance with the then current Employment Dispute Resolution Rules of the
American Arbitration Association. Judgment on the award rendered by
the arbitrator(s) may be entered by
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any court
having jurisdiction thereof. The location of the arbitration shall be
San Francisco, California. Unless the parties mutually agree
otherwise, the arbitrator shall be a retired judge selected from a panel
provided by the American Arbitration Association, or the Judicial Arbitration
and Mediation Service (JAMS). The Company shall pay the arbitrators
fees and costs. Each party shall pay for its own costs and
attorneys= fees, if
any. However, if any party prevails on a statutory claim which
affords the prevailing party attorneys= fees, the
arbitrator may award reasonable attorneys= fees and
costs to the prevailing party.
EXECUTIVE
UNDERSTANDS AND AGREES THAT THIS AGREEMENT TO ARBITRATE CONSTITUTES A WAIVER OF
HIS RIGHT TO A TRIAL BY JURY OF ANY MATTERS COVERED BY THIS AGREEMENT TO
ARBITRATE.
8. Severability. In
the event that any of the provisions of this Agreement shall be held to be
invalid or unenforceable in whole or in part, those provisions to the extent
enforceable and all other provisions shall nevertheless continue to be valid and
enforceable as though the invalid or unenforceable parts had not been included
in this Agreement. In the event that any provision relating to the
time period of restriction shall be declared by a court of competent
jurisdiction to exceed the maximum time period such court deems reasonable and
enforceable, then the time period of restriction deemed reasonable and
enforceable by the court shall become and shall thereafter be the maximum time
period.
9. Agreement Read and
Understood. Executive acknowledges that he has carefully read
the terms of this Agreement, that he has had an opportunity to consult with an
attorney or other representative of his own choosing regarding this Agreement,
that he understands the terms of this Agreement, and that he is entering this
agreement of his own free will.
10. Complete Agreement,
Modification. This Agreement is the complete agreement between
the parties on the subjects contained herein and supersedes all previous
correspondence, promises, representations, and agreements, if any, either
written or oral. No provision of this Agreement may be modified,
amended, or waived except by a written document signed both by the Company and
Executive.
11. Governing Law. This
Agreement shall be construed and enforced according to the laws of the State of
California.
12. Assignability. This
Agreement, and the rights and obligations of the parties under this Agreement,
may not be assigned by Executive. The Company may assign any of its
rights and obligations under this Agreement to any successor or surviving
corporation, limited liability company, or other entity resulting from a merger,
consolidation, sale of assets, sale of stock, sale of membership interests, or
other reorganization, upon condition that the assignee shall assume, either
expressly or by operation of law, all of the Company's obligations under this
Agreement.
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13. Survival. This
Section 13 and the covenants and agreements contained in Sections 4 and 6 of
this Agreement shall survive termination of this Agreement and Executive's
employment.
14. Notices. Any
notices or other communication required or permitted to be given under this
Agreement shall be in writing and shall be mailed by certified mail, return
receipt requested, or sent by next business day air courier service, or
personally delivered to the party to whom it is to be given at the address of
such party set forth on the signature page of this Agreement (or to such other
address as the party shall have furnished in writing in accordance with the
provisions of this Section 14).
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and
year first above written.
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EXECUTIVE:
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/s/
Xxxxxxx X.
Xxxx
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Xxxxxxx
X. Xxxx
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COMPANY:
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BIOTIME,
INC.
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By: /s/ Xxx
Xxxxxxxxx
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Title: V.P./Office of the
President
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Address:
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0000
Xxxxxx Xxxxxx
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Xxxxxxxxxx,
Xxxxxxxxxx 00000
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APPENDIX A
California
Labor Code Section 2870.
Application
of provision providing that employee shall assign or offer to assign rights in
invention to employer.
(a) Any
provision in an employment agreement which provides that an employee shall
assign, or offer to assign, any of his or her rights in an invention to his or
her employer shall not apply to an invention that the employee developed
entirely on his or her own time without using the employer=s equipment,
supplies, facilities, or trade secret information except for those inventions
that either:
(i) Relate
at the time of conception or reduction to practice of the invention to the
employer=s business,
or actual or demonstrably anticipated research or development of the employer;
or
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(ii)
|
Result
from any work performed by the employee for his
employer.
|
(b) To
the extent a provision in an employment agreement purports to require an
employee to assign an invention otherwise excluded from being required to be
assigned under subdivision (a), the provision is against the public policy of
this state and is unenforceable.
00
XXXXXXXX
X
PRIOR
MATTERS
None
13
