Employment Letter
EXHIBIT
10.23
Employment
Letter
April
3,
2007
Xxxxx
Xxxx
00000
Xxxxxxxxx Xxxxx
Sandy,
Utah 84092
Dear
Xxxxx:
Please
allow this letter to serve as the entire agreement between Grant Life Sciences,
Inc. (the "Company") and you, Xxxxx Xxxx (the "Employee"), with respect to
certain aspects of your employment with the Company. The Company acknowledges
and agrees that the Employee is and will remain a partner of, and has and will
retain an interest in, Xxxxx, LLC ("Xxxxx"), which will benefit the Company
in
that the Employee will have access to certain Xxxxx resources.
Beginning
Date
The
Employee will work for the Company beginning on April 3, 2007.
Compensation
Salary:
$99,000
annually for half-time work by the Employee ("Salary"). Employee's Salary may
be
increased from time to time by the Company. Fees paid by the Company to Xxxxx
under a separate Part-Time Engagement Resources Agreement are in addition to
the
Employee’s Salary.
Cash
Bonus:
As
determined by the Company.
Equity:
2,400,000 options of the Company’s common stock (exercise price to be the market
price on the date of issue) to be vested as follows:
1/3
immediately
1/3
after
one year of employment
1/3
after
two years of employment
Other
Compensation Provisions:
During
the course of the Employee's engagement hereunder, the Employee will remain
a
partner of Xxxxx. As a partner of Xxxxx, Employee will
share with Xxxxx a portion of his or her economic interest in any stock options
or equity bonus that the Company may grant the Employee and may also share
with
Xxxxx a portion of any cash bonus and severance the Company may pay the
Employee, to the extent specified in that certain Part-Time Engagement Resources
Agreement between the Company and Xxxxx (the "Resources Agreement"). The Company
acknowledges and consents to such arrangement.
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Benefits
The
Employee will be eligible for any Company employment retirement and/or 401(k)
plan and for vacation and holidays consistent with the Company's policy as
it
applies to senior management, and the Employee will be exempt from any delay
periods required for eligibility.
The
Employee must receive written evidence that the Company maintains directors'
and
officers' insurance to cover in an amount reasonably acceptable to the Employee
at no additional cost to the Employee, and the Company will maintain such
insurance at all times while this agreement remains in effect.
Furthermore,
the Company will maintain such insurance coverage with respect to occurrences
arising during the term of this agreement for at least three years following
the
termination or expiration of this agreement or will purchase a directors' and
officers' extended reporting period, or "tail," policy to cover the
Employee.
The
Company agrees to indemnify the Employee to the full extent permitted by law
for
any losses, costs, damages, and expenses, including reasonable attorneys' fees,
as they are incurred, in connection with any cause of action, suit, or other
proceeding arising in connection with the Employee's employment with the
Company.
Termination
The
Company may terminate the Employee's employment for any reason upon at least
30
days' prior written notice to the Employee, such termination to be effective
on
the date specified in the notice, provided that such date is no earlier than
30
days from the date of delivery of the notice. Likewise, the Employee may
terminate his or her employment for any reason upon at least 30 days' prior
written notice to the Company, such termination to be effective on the date
30
days following the date of the notice. The Employee will continue to render
services and to be paid during such 30-day period, regardless of who gives
such
notice. The Employee may terminate this agreement immediately if the Company
has
not remained current in its obligations under this letter or the Part-Time
Engagement Resources Agreement between the Company and Xxxxx or if the Company
engages in or asks the Employee to engage in or to ignore any illegal or
unethical conduct.
This
agreement will terminate immediately upon the death or disability of the
Employee. For purposes of this agreement, disability will be as defined by
the
applicable policy of disability insurance or, in the absence of such insurance,
by the Company's Board of Directors acting in good faith.
The
Employee's salary will be prorated for the final pay period based on the number
of days in the final pay period up to the effective date of termination or
expiration.
Miscellaneous
This
agreement contains the entire agreement between the parties with respect to
the
matters contained herein, superseding any prior oral or written statements
or
agreements.
The
Company agrees to allow Xxxxx to use the Company’s logo and name on Xxxxx’x
website and other marketing materials for the sole purpose of identifying the
Company as a client of Xxxxx. Xxxxx will not use the Company’s logo or name in
any press release or general circulation advertisement without the Company’s
prior written consent.
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The
provisions in this agreement concerning the payment of salary and bonuses will
survive any termination or expiration of this agreement.
The
terms
of this agreement are severable and may not be amended except in a writing
signed by the parties. If any portion of this agreement is found to be
unenforceable, the rest of this agreement will be enforceable except to the
extent that the severed provision deprives either party of a substantial portion
of its bargain.
This
agreement will be governed by and construed in all respects in accordance with
the
laws of
the State of Utah,
without
giving effect to conflicts-of-laws principles.
Each
person signing below is authorized to sign on behalf of the party indicated,
and
in each case such signature is the only one necessary.
Please
sign below and return a signed copy of this letter to indicate your agreement
with its terms and conditions.
Sincerely
yours,
| Grant Life Sciences, Inc. | |||
| By: /s/ Xxx Xxxx Xxx | |||
|
|
|||
| Name:
Xxx Xxx
Xxx Title: President |
|
Acknowledged
and agreed by:
|
||
|
EMPLOYEE:
|
||
| |
|
|
| /s/ Xxxxx X. Xxxx | ||
|
(Signature) |
||
| Xxxxx X. Xxxx | ||
| (Print name) | ||
| Date: April 3, 2007 | ||
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