EMPLOYMENT AGREEMENT
Exhibit 10.1(h)
This
Agreement (the "Agreement") is effective as of the 1st day of
January 2021 (“Effective Date”) by and between, XXXXXXX
XXXXX (the "EMPLOYEE"), and AMARILLO BIOSCIENCES, INC., a Texas
Corporation ("EMPLOYER").
RECITALS
WHEREAS,
the EMPLOYER is in need of assistance in the area of a VICE
PRESIDENT - ADMINISTRATION; and
WHEREAS,
EMPLOYEE has agreed to perform work for the EMPLOYER;
NOW,
THEREFORE, the parties hereby agree as follows:
1.
EMPLOYEE's
Services. EMPLOYEE shall
serve as a FULL-TIME, EXEMPT,
AT-WILL EMPLOYEE and will work
from the EMPLOYER’s office in Amarillo, Texas and/or at other
locations as directed by the EMPLOYER. EMPLOYEE shall be
responsible for complying and implementing the EMPLOYER’s
programs, policies, and projects as summarized in
Exhibit
“A” of this
Agreement ("Scope of Work") and as may be otherwise needed and
requested by EMPLOYER. This contract is for the personal services
of the EMPLOYEE and shall not be assigned by the EMPLOYEE to any
other person or entity.
2.
Consideration.
A. EMPLOYEE
Salary. In consideration
of the Services to be performed by EMPLOYEE under this Agreement
the EMPLOYER will pay EMPLOYEE the following:
(i)
Monthly Salary: A monthly salary payable to EMPLOYEE in the amount
of $5,833.33, payable bi-monthly;
(ii)
Monthly Stock Grant: $1,000 per month payable in shares of
ABI’s unregistered, voting common stock, such shares being
priced at the average of all trading day closing quotes on the
OTC-BB for the month preceding date of issuance and such shares to
be issued on February 1, 2021, March 1, 2021 and April 1, 2021 (or
as soon as thereafter practicable);
(iii)
EMPLOYEE benefits: Pursuant to the ABI employee benefits plan or
policy which may include hospital, surgical, medical, dental, group
life insurance or other benefits on terms at least as favorable as
those accorded to other employees of ABI, subject to insurability
and the execution of any agreement required therefor.
B. Expenses.
Each year, and from time to time, the EMPLOYER will establish a
budget for operating its programs and EMPLOYEE shall be bound by
the purposes and amounts for any such budget decision. In the event
that EMPLOYEE expends her own funds for pre-approved and
reimbursable expenses, EMPLOYEE will submit for EMPLOYER’s
review and pre-approval original receipts and a written
reimbursement request detailing reimbursable expenses. If the
EMPLOYER provides a credit or debit card any use of the same shall
be limited to the EMPLOYER’s pre-approved budget and for
EMPLOYER business only. EMPLOYEE shall submit a monthly written
expense report including original receipts.
ABI
– XXXXXXX XXXXX Employment Agreement – Effective
January 1 2021
Initials:
EMPLOYER _________; EMPLOYEE __________
3.
EMPLOYEE
Relationship. Nothing
contained herein or any document executed in connection herewith,
shall be construed to create a partnership or joint venture
relationship between the EMPLOYER and EMPLOYEE.
4.
Term. This Agreement shall be effective for
three (3)
months commencing
January 1,
2021 through
March 31,
2021. Either party may
terminate this Agreement upon the earlier of: (i)
ten (10)
days prior written notice for
termination without cause and for the convenience of either party,
(ii) immediately
if EMPLOYER terminates this Agreement
for cause which includes, but is not limited to, breach of any of
the agreements and covenants in this Agreement, acts of dishonesty,
malfeasance, misfeasance, negligence, or material
misrepresentation, or (iii) immediately
upon written notice of the date that
EMPLOYEE retires.
5.
Competent
Work. All work will be
done in a competent fashion and all services are subject to final
approval by an authorized representative of the EMPLOYER prior to
payment. In the event that the work-product or reports of EMPLOYEE
do not meet the standards and requirements of the EMPLOYER, the
EMPLOYER may issue a “Stop Work Order” and EMPLOYEE
shall cease any and all activity specified in such notice until
such time that the Parties agree to continue or terminate
EMPLOYEE’s performance EMPLOYEE services.
6.
Representations and
Warranties. The EMPLOYEE
will make no representations, warranties, or commitments that bind
the EMPLOYER without the consent of the Board of Directors of the
EMPLOYER. Furthermore, U.S. law requires
companies to employ only individuals who may legally work in the
United States – either U.S. citizens, or foreign citizens who
have the necessary authorization. EMPLOYEE represents that her
employment with the EMPLOYER is in compliance with U.S. law.
EMPLOYEE represents that all communications during the course of
hiring, including EMPLOYEE’s resume / curriculum vitae and
references, are true and correct. Any breach of this section shall
be cause for immediate termination and cancellation of this
Agreement. The EMPLOYER is hereby authorized to verify, at any
time, any representation made by EMPLOYEE to induce the EMPLOYER to
enter into this Agreement.
7.
No Waiver. Failure to invoke any right, condition, or
covenant in this Agreement by either Party shall not be deemed to
imply or constitute a waiver of any rights, condition, or covenant
and neither Party may rely on such failure.
8.
Notices. For Notices required under this Agreement
(other than written reports and routine business communications)
shall be deemed effective when (a) personally delivered or
deposited, postage prepaid, in the first class mail of the United
States properly, (b) delivered by facsimile or electronic mail and
addressed to the appropriate party at the address set forth
below:
ABI
– XXXXXXX XXXXX Employment Agreement – Effective
January 1 2021
Initials:
EMPLOYER _________; EMPLOYEE __________
Notices
as to EMPLOYEE:
Xxxxxxx
Xxxxx
VP -
Administration
Amarillo
Biosciences, Inc.
0000
Xxxxxxxx Xxxx Xxxxx
Xxxxxxxx, Xxxxx
00000
Phone:
000-000-0000 Ext. 16
Fax:
000-000-0000
Email: xxxxxx@xxxxxxx.xxx
Notices to the EMPLOYER:
Dr.
Xxxxxxx Xxxx, Chairman, President, CEO and CFO
Amarillo
Biosciences, Inc. Xxxxxx Xxxxxx
0X.,
Xx. 00, Xx. 77, Sec. 0, Xxxxxxxxx X. Xx., Xxxxxxxxx
Xxxx.,
Xxxxxx
Xxxx 104, Taiwan (R.O.C.).
Email: xxxxxxx@xxxxxxx.xxx
With Copies to:
Jun X.
Xxx
000
Xxxxx Xxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxx
Xxxxx XX 00000
Fax:
000-000-0000
Email:
xxxxxxx@xxxxx.xxx
9.
EMPLOYER Supervisor. Supervision will be
provided to the EMPLOYEE on an as-needed basis. The
EMPLOYEE’s primary supervisor for contract compliance shall
be designated by the EMPLOYER.
10.
Enforceability. If
any provision of this Agreement is held by a court of competent
jurisdiction to be unenforceable, the reminder of the Agreement
shall remain in full force and effect and shall in no way be
impaired
11.
Entire Agreement and
Amendments. This Agreement
constitutes the entire agreement of the Parties with regard to the
subject matter hereof, and replaces and supersedes all other
agreements or understandings, whether written or oral. No amendment
or extension of this Agreement shall be binding unless in writing
and signed by both Parties. EMPLOYEE agrees to the attached Exhibit “A” (“Scope of
Work”), Exhibit
“B” (Standard Terms and Conditions). EMPLOYEE
shall strictly comply with any and all policies, procedures,
standards and other requirements determined by
EMPLOYER.
12.
Conditions Precedent. Execution of all
of the following agreements are conditions precedent for the
enforceability of this Agreement, are material terms of this
Agreement and are incorporated herein by this reference: Settlement
Agreement and Mutual General Release and Intellectual Property
Assignment Agreement, in a form and content satisfactory to
EMPLOYER.
ABI
– XXXXXXX XXXXX Employment Agreement – Effective
January 1 2021
Initials:
EMPLOYER _________; EMPLOYEE __________
13.
Binding Effect,
Assignment. This Agreement
shall be binding upon and shall inure to the benefit of EMPLOYEE
and the EMPLOYER and to the extent applicable each Party’s
heirs, successors and assigns. Assignment of any right or
obligation under this Agreement is expressly prohibited without the
prior written consent of both Parties.
14.
Governing Law,
Severability. This
Agreement shall be governed by the laws of the State of Texas,
irrespective of its Choice of Law rules. The invalidity or
unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other
provision.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the
date written above:
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Amarillo Biosciences, Inc.
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EMPLOYEE:
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By:
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/s/ Xxxx Xxxxxxx Xxx
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By:
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/s/ Xxxxxxx
Xxxxx
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Xxxx Xxxxxxx Xxx |
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Xxxxxxx Xxxxx |
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Secretary |
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Date:
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12/31/2020 |
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Date:
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12/31/2020 |
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ABI
– XXXXXXX XXXXX Employment Agreement – Effective
January 1 2021
Initials:
EMPLOYER _________; EMPLOYEE __________
EXHIBIT “A”
SCOPE OF WORK
1.
Investor
Relations
2.
Federal and state
securities compliance and reportings
3.
Support to EMPLOYER
consultants, consultants, attorney(ies) and vendors
4.
Support to EMPLOYER
Chairman, President, CEO and CFO (and designees)
5.
Support to EMPLOYER
Board of Directors
6.
Support to EMPLOYER
Treasurer and Bookkeeper
7.
Daily
Administrative Duties
a.
Take
and transmit telephone and electronic messages
b.
Manage
mail, distributing it to the appropriate parties; forwarding
deposits to the appropriate party or making the deposit, as
instructed
c.
Keep
detailed records of activities and provide a summary each month;
prepare for the supervisor a weekly summary of activities and
anticipated activities for the next several weeks
d.
Update
shareholder and other records
e.
Update
legal, operational, financial and accounting records
f.
Manage federal,
state, and local legal, regulatory, and accounting
compliance
g.
Maintain a
professional and welcoming office
ABI
– XXXXXXX XXXXX Employment Agreement – Effective
January 1 2021
Initials:
EMPLOYER _________; EMPLOYEE __________
EXHIBIT “B”
STANDARD TERMS AND CONDITIONS
These
Standard Terms and Conditions are made and incorporated by this
reference in the EMPLOYEE AGREEMENT (“Agreement”)
attached hereto.
1.0
PROTECTION
OF EMPLOYER INFORMATION AND PROPERTY
1.1
Trade Secrets. EMPLOYEE hereby
agrees and covenants not to disclose to third-parties or otherwise
use to the detriment of EMPLOYER any of the EMPLOYER’s data,
forms, processes, procedures, business plans or information, and
methods of operation whether or not marked
“confidential” or “trade secret”, and all
of the foregoing is agreed to treated as confidential and trade
secrets of EMPLOYER by EMPLOYEE.
1.2
Intellectual Property. EMPLOYEE
shall immediately cease and desist using any of EMPLOYER’s
trade name, trade and service marks, and any other intellectual or
intangible property (whether or not registered) upon termination of
this Agreement. Any original works, as that term is defined under
the U.S. Copyright laws, that are created by EMPLOYEE in the
performance of this Agreement is agreed to be a “work made
for hire” and shall vest ownership to EMPLOYER upon creation.
Any other intellectual property created by EMPLOYEE that is not
subject to the copyright laws, are made by EMPLOYEE for the
exclusive benefit of EMPLOYER and EMPLOYEE hereby grants to the
EMPLOYER an irrevocable, exclusive, unlimited, and royalty-free
license to EMPLOYER for such works.
1.3
Use of Trade Equipment.
EMPLOYEE agrees and covenants that its use of EMPLOYER’s
trade equipment, inclusive of EMPLOYER’s information
technology, computer, and communications systems, is for the
exclusive benefit and purpose of further EMPLOYER’s business.
EMPLOYEE further agrees that any personal use of EMPLOYER’s
trade equipment is not permitted.
2.0
EMPLOYEE’S
DUTIES UPON TERMINATION.
2.1
Return of EMPLOYER Property.
Upon termination, EMPLOYEE shall immediately return to EMPLOYER any
and all data, information, computer records and data, business
records and files, and any other document, record, trade equipment,
supplies, keys, modes of access, or any other material that was
furnished by or work products (including digital photographs, data,
worksheets, draft and final work product versions) created for the
EMPLOYER during the term of the Agreement. All of the foregoing
shall at all times by conclusively owned by the EMPLOYER and shall
be returned and submitted to the EMPLOYER at the conclusion of each
task or sub-task assigned under the Agreement. No files, documents,
or other materials will be removed from the EMPLOYER office to
perform the scope of work under this Agreement.
ABI
– XXXXXXX XXXXX Employment Agreement – Effective
January 1 2021
Initials:
EMPLOYER _________; EMPLOYEE __________
2.2
Termination of Right of Access.
Upon termination, EMPLOYEE’s right of access to
EMPLOYER’s information technology, computer and
communications systems, trade equipment, business premises,
records, files and any other property of EMPLOYER shall be
automatically terminated without further notice.
2.3
Transfer of Business
Assignments. EMPLOYEE agrees that upon termination, EMPLOYER
has the unlimited right to assign any of EMPLOYEE’s projects,
assignments, or other matters (in whole, or in part) to another
person or entity as solely determined by EMPLOYER. EMPLOYEE hereby
understands and agrees that EMPLOYEE does not have any property
interest whatsoever in any of the projects, assignment, business
relationships, intangible and tangible property, and any other
matter made, created, or performed during the term of this
Agreement.
3.0
MISCELLANEOUS
PROVISIONS.
3.1
Exclusive and Binding
Arbitration. THE PARTIES
AGREE TO BINDING ARBITRATION AS THE EXCLUSIVE DISPUTE RESOLUTION
FORUM TO SETTLE AND RESOLVE ANY AND ALL DISPUTES ARISING FROM THE
AGREEMENT AND THE EMPLOYER-EMPLOYEE RELATIONSHIP BETWEEN THE
PARTIES. IT IS FURTHER AGREED THAT TEXAS LAW SHALL GOVERN THIS
AGREEMENT (IRRESPECTIVE OF ITS CONFLICT OF LAW RULES), AND THAT THE
JURISDICTION AND VENUE FOR BINDING ARBITRATION SHALL BE THE CITY OF
DALLAS, STATE OF TEXAS. THE PARTIES AGREE TO UTILIZE JAMS MEDIATION
AND ARBITRATION SERVICES TO SETTLE ALL DISPUTES. THE PARTIES
EXPRESSLY AGREE TO WAIVE THEIR RIGHTS TO A JURY
TRIAL.
3.2
Injunctive and Equitable
Relief. Notwithstanding Section 3.1, EMPLOYEE also agrees
that any breach by EMPLOYEE of Sections 1.0 and 2.0 of this
Agreement, including such sub-parts, would create irreparable and
immediate harm to EMPLOYER and as such EMPLOYEE consents to any
injunctive or equitable relief that may be available to
EMPLOYER.
3.3
Attorney’s Fees and
Costs. The prevailing party under any dispute shall be
entitled to its reasonable attorney’s fees and costs,
including costs of investigation of such dispute.
3.4
Collection of Claims. In the
event that EMPLOYEE adjudged the prevailing party in any action,
EMPLOYEE hereby agrees that her sole source to satisfy any judgment
shall be the operating checking account of the EMPLOYER. EMPLOYEE
expressly waives any rights to seek collection of any judgment
against EMPLOYER’s intellectual property rights or
interests.
ABI
– XXXXXXX XXXXX Employment Agreement – Effective
January 1 2021
Initials:
EMPLOYER _________; EMPLOYEE __________
3.5
Survival. This Agreement shall
survive and inure to the benefit of the successors, assigns, heirs,
and/or estates of the parties.
3.6
Statute of Limitations.
Notwithstanding any statutory or common-law rule to the contrary,
the parties agree that any right of action must be commenced within
one (1) year of the act, omission, event, or circumstance that gave
rise to such cause of action.
3.7
Liquidated Damages; Settlement,
Release and Discharge of EMPLOYER. The parties agree that
the extent and cost for injury, damage, or other adverse impacts to
EMPLOYEE under this Agreement is difficult to determine and
speculative. In the interest of settling any claims against
EMPLOYER expeditiously, the EMPLOYER may elect to pay EMPLOYEE
liquidate damages and terminate this Agreement. EMPLOYEE hereby
agrees to this liquidated damages clause and shall settle, release
and discharge EMPLOYER from any and all liabilities upon
EMPLOYER’s payment. As such, the parties expressly agree that
the extent of EMPLOYER’s liability to EMPLOYEE for injury,
damage, or other adverse impact, whether incurred during the course
of performance of this Agreement or arising from wrongful
termination or other breach of this Agreement by EMPLOYER shall be
(2) months Salary. These provisions and waiver shall apply to any
claims, whether known by EMPLOYEE, and do include an express waiver
of any reservation of rights under Section 1542 of the California
Civil Code which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO
CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOW BY HIM
MUCH HAVE MATERIALLY AFFECTED HER SETTLEMENT WITH THE
DEBTOR.”
3.8
Pro-rated Salary and Medical
Contribution. In the event this Agreement is terminated
prior to the expiration of the Term, any salary, stock grants,
benefits, and/or medical contribution payments due EMPLOYEE shall
be equitably adjusted and pro-rated.
ABI
– XXXXXXX XXXXX Employment Agreement – Effective
January 1 2021
Initials:
EMPLOYER _________; EMPLOYEE __________
