Employment Agreement Prima Biomed Limited ACN 009 237 889 Matthew Bryson Lehman McCabe Terrill Lawyers Pty Limited ACN 122 850 033 130 Elizabeth Street (Level 14) Sydney NSW 2000 GPO Box 235 Sydney NSW 2001 DX 145 Sydney T +61 2 9261 1211 F +61 2 9261...

Exhibit 4.15


		Employment Agreement Prima Biomed Limited ACN 009 237 889 Xxxxxxx Xxxxxx Xxxxxx



		XxXxxx Xxxxxxx Lawyers Pty Limited ACN 122 850 033 000 Xxxxxxxxx Xxxxxx (Xxxxx 00) Xxxxxx XXX 0000 XXX Xxx 000 Xxxxxx XXX 2001 DX 000 Xxxxxx		T x00 0 0000 0000 F x00 0 0000 0000 W xxx.xxxxxxxxxxxxx.xxx.xx

Table of Contents



1.	Definition and Interpretation	3

2.	Commencement and pre-conditions to employment	5

3.	Position and duties	6

4.	Hours of Work	7

5.	Remuneration	7

6.	Leave Entitlements	8

7.	Conflicts of Interest	9

8.	Confidential Information	9

9.	Intellectual Property	10

10.	Restraint	10

11.	Termination	12

12.	Personal information	13

13.	General	13

Schedule 1		16

Schedule 2		18

Schedule 3		20

Dated 7/12/09

Parties


Prima Biomed Limited ACN 009 237 889
Address:		Suite 1,1233 Xxxx Xxxxxx, XXXXXXXX,XXX,XXXXXXXXX,0000
Facsimile:		+ 61 3 9822 7735
Attention:		Xxxxxx Xxxxxx
(Company)


Xxxxxxx Xxxxxx Xxxxxx
Address:		Xxxxxxxxxxxx 00/0, Xxx 0, 00000 Xxxx, Xxxxxxx
Facsimile:		N/A
(Employee)

Background

A	The Company operates the Business.

B	The Company has agreed to employ the Employee, and the Employee has agreed to serve the Company as an employee, on the terms and conditions of this agreement.

1.	Definition and Interpretation

1.1

Definitions

In this agreement, unless the contrary intention appears, the following words have the following meanings:


Term:	Definition:

Business	the business carried on by Group, being the business of researching, developing and commercialising a portfolio of biotechnology products related to the therapeutic area of cancer, and such other business as the Company advises the Employee of in writing during the course of the Employee’s employment.

Claim	in relation to any person, a damage, loss, cost, expense or liability incurred by the person or a claim, action, proceeding or demand made against the person, however arising and whether present or future, fixed or unascertained, actual or contingent.

Commencement Date	the date specified in item 1 of Schedule 1.

Confidential Information	any information, whether in written, electronic or other form, which the Employee has access to during the Employee’s employment with the Company or in the Business, including:

	(a)	information relating to the customers or suppliers of the Group including (without limitation):

		(i)	their contact details;


		(ii)	information relating to expenditure and consumption levels of the Group’s customers or suppliers; and

		(iii)	the prices and costs at which the Group sells products to customers or sources material from suppliers;

	(b)	details of the transactions or affairs of the Group;

	(c)	financial information relating to the Group;

	(d)	trade secrets;

	(e)	business forecasts, strategic plans and projections, operational structure, methodology and future developments of the Group;

	(f)	marketing information relating to the Group, including marketing plans and methodologies, promotional material and presentations;

	(g)	product ingredients, formulae, designs, specifications, ideas, concepts and techniques used or contemplated to be used in relation to the Business of the Group or relating to any products sold or distributed by the Group;

	(h)	information concerning the Group’s employees, contractors or agents;

	(i)	technological processes, technology and equipment used or contemplated to be used in relation to the Business or the Group; and

	(j)	any other information or data that the Employee is given or which comes to the Employee’s knowledge during the course of the employment that the Employee is told is confidential, or that a reasonable person would expect from its nature to be confidential.

Corporations Act	Corporations Xxx 0000 (Cth).

Group	the Company and each of its Related Companies.

Human Resources Manual	the human resources manual issued by the Company to its employees, as varied from time to time.

Intellectual Property Rights	all intellectual property rights including current and future registered and unregistered rights in respect of copyright, designs, circuit layouts, trade marks, trade secrets, know-how, confidential information, patents, inventions and discoveries and all other rights resulting from intellectual activities in the industrial, scientific, literary, commercial or artistic fields.

Location	the location specified in item 3 of Schedule 1.


Position		the position specified in item 2 of Schedule 1, and any other position to which the Employee is appointed in accordance with this agreement.

Related Company		has the same meaning given to that term in section 50 of the Corporations Act.

Remuneration Package		the Employee’s annual remuneration package as specified in clause 5.1, and includes any variations as agreed between the Company and the Company or as determined by the Company.

1.2

Interpretation

In this agreement, unless the context otherwise requires:

(a)

the singular includes the plural and vice versa;

(b)

another grammatical form of a defined word or expression has a corresponding meaning;

(c)

a reference to a clause, paragraph or schedule is to a clause or paragraph of or schedule to this agreement and a reference to this agreement includes any schedule or annexure;

(d)

a reference to a document or instrument, includes the document or instrument as novated, altered, supplemented or replaced from time to time;

(e)

a reference to a party to this agreement, and a reference to a party to a document includes the party’s executors, administrators, successors and permitted assigns and substitutes;

(f)

a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;

(g)

a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

(h)

the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;

(i)

a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this agreement or any part of it; and

(j)

headings are for ease of reference only and do not affect interpretation.

2.	Commencement and pre-conditions to employment

2.1

Commencement Date

The Employee’s employment with the Company will commence on the Commencement Date and will continue until terminated in accordance with clause 2.2(b) or 11.

2.2

Probationary period

(a)

The Employee’s employment with the Company is subject to an initial three month probationary period (Probationary Period).

(b)

The Company may terminate the Employee’s employment at any time during the Probationary Period by providing the Employee, in writing, one week’s notice of termination (or payment in lieu of such notice).

2.3

Warranty and Liability

(a)

The Employee represents and warrants to the Company that the entry into this agreement, and the performance of this agreement, by the Employee will not constitute a breach of any contractual obligation, including any previous employment obligation, or of any relevant restraint, non-competition, confidentiality or intellectual property obligations, owed to any former employer.

(b)

The Employee indemnifies the Company and its officers against any Claim which the Company and its officers, pays or is liable for arising directly or indirectly from the Employee breaching the warranty set out in clause 2.3(a).

(c)

The Company indemnifies Employee against any third party Claim arising directly or indirectly out of, or in connection with, the Employee’s employment with the Company, excepting damage or injury directly attributed to the Employee’s failure to adhere to this Agreement, or any applicable federal, state and local laws and regulations, or which may be directly attributable to the negligence or wilful misconduct of the Employee.

3.	Position and duties

3.1

Position

(a)

The Company agrees to employ the Employee and the Employee will work for the Company:

(i)

in the Position at the Location; and

(ii)

in any additional or reasonably comparable substituted position directed by the Company and to which the Employee is appointed by the Company, after consultation with the Employee.

(b)

For the avoidance of doubt, the terms and conditions set out in this agreement will continue to apply irrespective of any permitted change to the Position, unless otherwise agreed in writing by the Company and the Employee.

3.2

Duties

The Employee must perform the Employee’s duties consistent with the Position as assigned to the Employee from time to time by the Company to the best of the Employee’s ability and knowledge and in accordance with the highest standards of professionalism, whether during or outside business hours. Without limitation, the Employee must:

(a)

comply with all reasonable directions given to the Employee by the Company;

(b)

comply with all laws applicable to the Position in each of the jurisdictions in which the Group operates;

(c)

maintain professional awareness and development of skills and knowledge to ensure maintenance of best practice;

(d)

use all reasonable endeavours to safe guard the success, reputation and interests of the Group.

3.3

Company Policies

(a)

The Employee’s employment with the Company is subject to the Company’s rules and procedures set out in the Human Resources Manual.

(b)

It is the Employee’s responsibility to be thoroughly familiar with the contents of the Human Resources Manual, as varied and updated from time to time by the Company.

(c)

In the event that any conflict exists between this agreement and the Human Resources Manual, this agreement prevails.

4.	Hours of Work

4.1

Hours

(a)

The Employee’s usual hours of work will be 38 hours per week, worked on Monday to Friday inclusive (Usual Hours).

(b)

The Employee will also be required to commit whatever reasonable additional hours (Additional Hours) are needed to properly manage and perform the Employee’s duties and meet the reasonable requirements of the Position.

(c)

The Employee acknowledges that given the nature of the Position and the remuneration payable under this agreement the requirement to work Additional Hours is reasonable.

4.2

Payment

The Employee agrees and acknowledges that the Remuneration Package comprises compensation for Usual Hours and all and any Additional Hours worked by the Employee, and that the Employee is not entitled to payment of any amount in addition to the Remuneration Package for any hours worked by the Employee outside the Usual Hours.

5.	Remuneration

5.1

Remuneration Package

(a)

The Employee will be entitled to receive a Remuneration Package comprising:

(i)

a base salary in the amount specified in item 4 of Schedule 1 (Base Salary); and

(ii)

other benefits specified in item 5 of Schedule 1.

(b)

The Remuneration Package is subject to the deduction or withholding of any amounts on account of any applicable taxation.

5.2

Payment of Base Salary

The Employee’s Base Salary will be paid monthly by direct deposit into a bank account of the Employee’s choice.

5.3

Superannuation

The Remuneration Package is inclusive of superannuation, unless otherwise specified.

5.4

Remuneration review

The Company will review the Remuneration Package on an annual basis and the Company may alter the Employee’s total Remuneration Package and its components following that review.

5.5

Expenses

(a)

Subject to clause 5.5(b), the Company will pay for or reimburse the Employee for out of pocket expenses properly incurred by the Employee in connection with the Employee’s employment, provided that the Employee provides the Company on request with a tax invoice substantiating each expense.

(b)

In the case of individual expenses exceeding the amount specified in item 6 of Schedule 1, the Employee must obtain the written approval of the Company in advance.

5.6

Deductions

The Company may deduct from the Base Salary or other sums due to the Employee any amount owned by the Employee on any account to the Group.

6.	Leave Entitlements

6.1

Annual Leave

(a)

The Employee is entitled to 20 days paid annual leave per year.

(b)

Annual leave will accrue on a pro-rata basis at the end of each completed four week period of continuous service with the Company and is cumulative.

(c)

There is no entitlement to leave loading in respect to annual leave.

6.2

Personal/Carer’s Leave

(a)

The Employee is entitled to 10 days paid personal/carer’s leave per year. The Employee may use this personal/carer’s leave as sick leave or carer’s leave.

(b)

Personal/carer’s leave will accrue on a pro rata basis at the end of each completed four week period of service with the Company and is cumulative.

(c)

Accrued personal/carer’s leave will not form part of any benefit payable to the Employee on termination of the Employee’s employment.

(d)

The Company may require the Employee to provide documentary evidence to support any personal/carer’s leave period.

6.3

Compassionate leave

(a)

The Employee is entitled to paid compassionate leave of up to five days for each occasion when a member of the Employee’s immediate family or a household member:

(i)

contracts or develops a personal injury or illness that poses a serious threat to the Employee’s life; or

(ii)

dies.

(b)

Other special leave may be granted to the Employee in extenuating circumstances at the absolute discretion of the Company.

6.4

Parental Leave

The Employee will be entitled to parental leave in accordance with the applicable legislation in the Location.

6.5

Long Service Leave

The Employee will be entitled to long service leave in accordance with the applicable legislation in the Location.

7.	Conflicts of Interest

7.1

Disclosure of interests

The Employee must declare to the Company the nature of any interests that the Employee may have directly or indirectly which might or might reasonably be expected to conflict with the Employee’s duties to the Company.

7.2

Restriction

The Employee must not engage in any other paid employment or work of any kind during the term of this agreement without the written consent of the Company and the Employee must not be induced or agree to accept any commission, reward or benefit in connection with the Business from any person other than that which is provided under this agreement.

8.	Confidential Information

8.1

Prohibitions

The Employee must not without the Company’s prior written consent, either during the Employee’s employment with the Company or at any time after the termination of the Employee’s employment with the Company:

(a)

use for the Employee’s or another’s advantage any Confidential Information;

(b)

disclose to any person any Confidential Information, either directly or indirectly;

(c)

make copies of any Confidential Information; or

(d)

counsel, procure or assist any person or corporation to use or disclose any Confidential Information,

other than as reasonably required in the performance of the Employee’s duties as an employee of the Company or as required by law.

8.2

Protecting Unauthorised Use or Disclosure

The Employee must use the Employee’s best endeavours to prevent the unauthorised use or disclosure of Confidential information by, or to, any third party.

8.3

Information already available to the public

Clause 8.1 and 8.2 do not apply to information which is freely available to the public, other than as a result of a breach by the Employee of this agreement.

8.4

Survival

The obligations in this clause 8 survive termination of this agreement.

9.	Intellectual Property

9.1

Intellectual Property Rights

The Employee agrees that all Intellectual Property Rights created by the Employee during the course of, and in connection with, the Employee’s employment with the Company will immediately be disclosed and assigned to, and vest in, the Company or such other person or company as may be nominated by the Company as such rights are created.

9.2

Employee to assist

The Employee agrees to execute all documents and do all acts and things required by the Company for the purpose of vesting Intellectual Property Rights as prescribed by this clause 9, including without limitation executing a deed of assignment of Intellectual Property Rights in favour of the Company or its nominee.

9.3

Royalties

The Employee acknowledges that all royalties, payments, fees, income or any other remuneration arising from Intellectual Property Rights are owned by the Company.

9.4

Moral rights

To the extent permitted by law, the Employee waives all of the Employee’s moral rights in respect of any acts of the Company or any acts of third parties done with the Company’s authority in relation to any Intellectual Property Rights that are the property of the Company and consent to the use, treatment, alteration and attribution of such Intellectual Property Rights as deemed appropriate by the Company.

9.5

Survival

The obligations in this clause 9 survive termination of this agreement.

10.

Restraint

10.1

Clause 10 definitions

In this clause 10 (and any other provision of this agreement which relates to this clause or its subject matter), unless the context otherwise requires:

(a)

Engage in means to participate, assist or otherwise be directly or indirectly involved in, including as a member, shareholder, unitholder, director, consultant, adviser, contractor, principal, agent, manager, employee, beneficiary, partner, associate, trustee or financier;

(b)

Restraint Area means the areas specified in item 7 of Schedule 1;

(c)

Restrained Business means a business or operation similar to, or competitive with, the Business; and

(d)

Restraint Period means the period specified in item 8 of Schedule 1.

10.2

Restraint obligations

During the Restraint Period, the Employee must not, either directly, indirectly or as a result of contact by any other party, in the Restraint Area, without the prior written consent of the Company (which it may withhold in its absolute discretion):

(a)

engage in a Restrained Business;

(b)

take any action to prepare to Engage in a Restrained Business;

(c)

be concerned or interested (directly or indirectly, or through any interposed body corporate, trust, principal, agent, shareholder, beneficiary, or as an independent contractor or in any other capacity) in a Restrained Business;

(d)

solicit, canvas or secure the custom of any person who is, or was a customer, identified prospective customer, supplier, distributor or licensee of the Group with whom the Employee dealt at any time during the last 12 months of the Employee’s employment with the Company for the purpose of transacting business relating to the Restrained Business;

(e)

accept any instructions to perform any work relating to the Restrained Business for any person who is, or was a customer, identified prospective customer, supplier, distributor or licensee of the Group; or

(f)

induce or attempt to induce an employee or consultant of the Group to terminate their employment or consultancy with the Group.

10.3

Independence of restraints

Each of the restraint obligations imposed by this clause 10 (which results from the combinations of Restraint Area, Restrained Business and Restraint Period) is a separate and independent obligation from the other restraint obligations imposed (although they are cumulative in effect).

10.4

Reasonableness of restraint

The Employee acknowledges and agrees that each of the restraint obligations imposed by this clause 10 is reasonable in its extent (as to all of duration, geographical area and restrained conduct) having regard to the interests of each party to this agreement and extends no further (in

any respect) than is reasonably necessary and is solely to protect the Company’s legitimate interests.

10.5

Legal advice

Each party acknowledges that in relation to this agreement and in particular this clause 10 it has received legal advice or has had the opportunity of obtaining legal advice.

10.6

Notification to prospective employer

The Employee must notify any prospective employer of the terms of the restrictions undertaken by him in this agreement.

10.7

Injunction

Each party to this agreement acknowledges that monetary damages alone would not be adequate compensation to the Company for a breach of this clause 10 and that the Company is entitled to seek an injunction or other equitable relief from a Court of competent jurisdiction if:

(a)

the Employee fails to comply or threatens to fail to comply with this clause 10; or

(b)

the Company has reason to believe the Employee will not comply with this clause 10.

10.8

Survival

The obligations in this clause 10 survive termination of this agreement.

11.

Termination

11.1

General

(a)

Either party may terminate this agreement on the provision, in writing, of the period of written notice of termination specified in item 9 of Schedule 1 to the other party.

(b)

The Company may terminate the Employee’s employment by making a payment of Base Salary plus superannuation contributions in lieu of notice of termination for all or part of the notice period.

11.2

Termination without notice

The Company may terminate the Employee’s employment without notice and without paying any amount in lieu of notice if the Employee:

(a)

is guilty of serious misconduct or dishonesty;

(b)

commits any serious or persistent breach of any of the provisions of this agreement;

(c)

in the reasonable opinion of the Company, materially or persistently fails or neglects to perform or carry out the Employee’s duties under this agreement;

(d)

refuses or neglects to comply with any lawful and reasonable order given to the Employee by the Company or any other person duly authorised by the Company;

(e)

becomes bankrupt or suspends payment or compounds with or assigns the Employee’s estate for the benefit of the Employee’s creditors;

(f)

is continually and repeatedly absent from the Employee’s employment during normal working hours for reasons other than annual leave, leave arising from sickness or disability or other absences that are approved by the Company;

(g)

has provided the Company with information about the Employee’s qualifications, experience, character or reputation which is misleading or was intended to be false or misleading;

(h)

is incapacitated from performing the Employee’s duties for an aggregate period of three months in any period of 12 months; or

(i)

is convicted of any serious criminal offence which in the reasonable opinion of the Company might tend to injure the reputation or the Group or the Business.

11.3

No redundancy

The Employee acknowledges that the Employee will not be entitled to any redundancy payment that the Employee may otherwise be entitled to at law where the Employee’s employment is transferred to another employer, and qualifying service with the Company, including recognised prior service, is recognised by the new employer for the calculation of all accrued entitlements, including in relation to any subsequent redundancy situation.

11.4

Employee’s obligations after termination

If the Employee’s employment is terminated for any reason:

(a)

the Company may set off any amounts the Employee owes the Company against any amounts the Company owes the Employee at the date of termination, except for amounts the Company is not entitled by law to set off; and

(b)

the Employee must immediately return all property belonging to the Company, including all software, computers, credit cards, keys, security access passes, books, vehicles and mobile phones.

12.

Personal information

12.1

Acknowledgement

The Employee acknowledges that the Company will be required to request and hold personal information relating to the Employee for the purposes of administering the Employee’s employment.

12.2

Disclosure

The Employee consents to the Company or any of its Related Companies disclosing personal information it holds regarding the Employee for purposes related to the Employee’s employment, and any other related purpose.

13.

General

13.1

Entire agreement

This agreement constitutes the entire agreement between the parties in relation to its subject matter. All prior discussions, undertakings, agreements, representations, warranties and

indemnities in relation to that subject matter are replaced by this agreement and have no further effect.

13.2

No merger

The provisions of this agreement will not merge on completion of any transaction contemplated in this agreement and, to the extent any provision has not been fulfilled, will remain in force.

13.3

Attorneys

Each person who executes this agreement on behalf of a party under a power of attorney warrants that he or she has no notice of the revocation of that power or of any fact or circumstance that might affect his or her authority to execute this agreement under that power.

13.4

Amendment

This agreement may not be amended or varied unless the amendment or variation is in writing signed by all parties.

13.5

Assignment

Neither party may assign, transfer or otherwise deal with this agreement or any right under this agreement without the prior written consent of each other party, which must not be unreasonably withheld.

13.6

Severability

Part or all of any provision of this agreement that is illegal or unenforceable will be severed from this agreement and will not affect the continued operation of the remaining provisions of this agreement.

13.7

Waiver

Waiver of any power or right under this agreement:

(a)

must be in writing signed by the party entitled to the benefit of that power or right; and

(b)

is effective only to the extent set out in that written waiver.

13.8

Rights, remedies additional

Any rights and remedies that a person may have under this agreement are in addition to and do not replace or limit any other rights or remedies that the person may have.

13.9

Further assurances

Each party must do or cause to be done all things necessary or reasonably desirable to give full effect to this agreement and the transactions contemplated by it (including, but not limited to, the execution of documents).

13.10

Costs

Except as specifically provided in this agreement, each party must bear its own legal, accounting and other costs for the preparation and execution of this agreement.

13.11

Counterparts

This agreement may be executed in any number of counterparts and all counterparts taken together will constitute one document.

13.12

Governing law and jurisdiction

This agreement will be governed by and construed in accordance with the laws in force in the State of New South Wales and each party submits to the non-exclusive jurisdiction of the courts of that State.

Schedule 1

Details


No.	Item	Description

1.	Commencement Date	1 February 2010
2.	Position	Chief Operating Officer
3.	Location	Zurich, Switzerland, subject to change upon mutual agreement, and in support of the mutual interests, of both Employee and the Company.
4.	Base Salary	EUR 140,000. Subject to good-faith cost of living considerations at the Location and/or the Employee exceeding agreed performance targets determined by the Company in its absolute discretion, the base salary shall be reviewed and may be increased annually.
5.	Term	4 years
6.	Other Benefits	The Company will:
		(a) on the Commencement Date:
		(i) pay the Employee a sign-on bonus of EUR 20,000;
		(ii) grant the Employee 100,000 Sign-on Options;
		(b) subject to the Employee exceeding agreed performance targets determined by the Company in its absolute discretion from time to time and all laws, on 1 February in each year during the Employee’s employment with the Company:
		(i) pay the Employee a cash bonus of EUR 15,000; and
		(ii) grant the Employee the number of 600,000 Performance Options determined by the Company in its absolute discretion;
		(c) pay, or reimburse, the Employee for the cost of:
		(i) Airfares for the Employee, his wife and his children to travel to the United States once in each year during the term of the Employee’s employment with the Company, not to exceed EUR 10,000 in total each year;


		(ii) a comprehensive health and disability insurance policy for the Employee, his wife and his children, during the term of the Employee’s employment with the Company;
		(iii) the rent of an office or home-office exclusively for Company business, during such time the Company does not maintain its own office at the Location, subject to reasonable and customary rental rates at the Location and the Company’s discretion;
		(iv) a laptop computer, printer, fax, and other reasonable and customary office supplies for the Employee’s exclusive use during the Employee’s employment with the Company; and
		(v) a mobile phone for the Employee’s exclusive use during the Employee’s employment with the Company.
		(vi) fifty percent (50%) of Employee’s children’s reasonable and customary school fees.
		For the purposes of this Schedule 1:
		(a) Sign-on Option means an option entitling the holder to subscribe for one ordinary share in the Company, and having the terms specified in Schedule 2; and
		(b) Performance Option means an option entitling the holder to subscribe for one ordinary share in the Company, and having the terms specified in Schedule 3.
7.	Expense Limit	EUR 500
8.	Restraint Area	Global
9.	Restraint Period	The period of the Employee’s employment with the Company and the period of six months’ from the cessation of the Employee’s employment with the Company; however, if the Employee is terminated by the Company without cause, the Restraint Period shall terminate on the date of Employee’s employment termination.
10.	Termination notice period	Three months
11.	Governing law and jurisdiction	New South Wales, Australia

Schedule 2

Sign-on Option Terms

1.	Each Sign-on Option entitles the holder to subscribe for 1 fully paid ordinary share in the Company.

2.	Vesting of the Sign-on Options is subject to the holder remaining an employee of the Company until 1 February 2011.

3.	Despite any other paragraph of these terms, all Sign-on Options will immediately vest in the holder on the occurrence of either of the following events:

(a)

the Employee is terminated by the company without cause after the Probation Period; or

(b)

the Employee’s death, or

(c)

the offeror under a takeover bid or announcement acquires (unconditionally) in excess of 50% of the issued voting shares of the Company; or

(d)

as a result of the approval of one or more schemes of arrangement any person who is not at the date of issue of the options in control of the Company acquires in excess of 50% of the issued voting shares of the Company.

Each Sign-on Option may be exercised at lesser price of ten Australian cents (AUD 0.10) or a price equal to the volume weighted average price of ordinary shares in the Company traded on ASX during the 30 trading days immediately prior to the date of grant of the Sign-on Options to the holder at any time during the period commencing on the date the Sign-on Options vest pursuant to paragraph 2 or 3 of these terms and ending at 5:00 pm (Sydney, NSW time) on 1 February 2011 or within 30 trading days of the Employee’s death, whichever is earlier (Expiry Date) by completing the option exercise form and delivering it to the registered office of the Company.

5.	Any Sign-on Option automatically lapses if:

(a)

it has not been exercised prior to the Expiry Date; or

(b)

the holder’s employment with the Company is terminated for any one or more of the following reasons:

(i)

the holder is guilty of serious misconduct or dishonesty;

(ii)

the holder commits any serious or persistent breach of any of the provisions of the holder’s employment agreement with the Company;

(iii)

in the reasonable opinion of the Company, the holder materially or persistently fails or neglects to perform or carry out the holder’s duties under the holder’s employment agreement with the Company;

(iv)

the holder refuses or neglects to comply with any lawful and reasonable order given to the holder by the Company or any other person duly authorised by the Company;

(v)

the holder becomes bankrupt or suspends payment or compounds with or assigns the holder’s estate for the benefit of the holder’s creditors;

(vi)

the holder is continually and repeatedly absent from the holder’s employment during normal working hours for reasons other than annual leave, leave arising from sickness or disability or other absences that are approved by the Company;

(vii)

the holder has provided the Company with information about the holder’s qualifications, experience, character or reputation which is misleading or was intended to be false or misleading; or

(viii)

the holder is convicted of any serious criminal offence.

6.	An exercise of only some Sign-on Options will not affect the rights of the holder under the balance of the Sign-on Options held by him or her as appropriate.

7.	The Company will not apply for official quotation by ASX of the Sign-on Options.

8.	The Sign-on Options are non-transferable and may not be sold, assigned, transferred or otherwise dealt with in any way, except in the sole case of the Employee’s death whereby Sign-On options shall be transferred to the Employee’s estate.

9.	Shares issued upon the exercise of Sign-on Options will rank pari passu with the Company’s fully paid ordinary shares and will have the same voting and other rights as the existing shares of the Company, which are set out in the Company’s Constitution, ASX Listing Rules and the Corporations Act.

10.	The Company will apply for official quotation by ASX of all shares issued upon exercise of Sign-on Options, subject to any restriction obligations imposed by ASX.

11.	The Sign-on Options will not give any right to participate in dividends until shares are issued pursuant to the exercise of the relevant Sign-on Options.

12.	There are no participation rights or entitlements inherent in the Sign-on Options and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the Sign-on Options.

13.

In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company prior to the Expiry Date, the number of Sign-on Options or the rights attaching to the Sign-on Options or both shall be reconstructed in accordance with the ASX Listing Rules applying to a reorganisation of capital at the time of the reconstruction.

Schedule 3

Performance Options

1.	Each Performance Option entitles the holder to subscribe for 1 fully paid ordinary share in the Company.

2.	Vesting of the Performance Options is subject to the holder continuing to be an employee of the Company for not less than four years after the date of grant of the Performance Options to the holder.

3.	Despite any other paragraph of these terms, all Performance Options will immediately vest in the holder on the occurrence of either of the following events:

(a)

the Employee is terminated by the company without cause; or

(b)

the Employee’s death; or

(c)

the offeror under a takeover bid or announcement acquires (unconditionally) in excess of 50% of the issued voting shares of the Company; or

(d)

Each Performance Option may be exercised at a lesser price of ten Australian cents (AUD 0.10) or a price equal to the volume weighted average price of ordinary shares in the Company traded on ASX during the 30 trading days immediately prior to the date of grant of the Performance Options to the holder at any time during the period commencing on the date the Performance Options vest pursuant to paragraph 2 or 3 of these terms and ending at 5:00 pm (Sydney, NSW time) on the date two years following that date or within 30 trading days of the Employee’s death, whichever is earlier (Expiry Date) by completing the option exercise form and delivering it to the registered office of the Company.

5.	Any Performance Option automatically lapses if:

(a)

it has not been exercised prior to the Expiry Date; or

(b)

the holder’s employment with the Company is terminated for any one or more of the following reasons:

(i)

the holder is guilty of serious misconduct or dishonesty;

(ii)

the holder commits any serious or persistent breach of any of the provisions of the holder’s employment agreement with the Company;

(iii)

(iv)

the holder refuses or neglects to comply with any lawful and reasonable order given to the holder by the Company or any other person duly authorised by the Company;

(v)

the holder becomes bankrupt or suspends payment or compounds with or assigns the holder’s estate for the benefit of the holder’s creditors;

(vi)

(vii)

the holder has provided the Company with information about the holder’s qualifications, experience, character or reputation which is misleading or was intended to be false or misleading; or

(viii)

the holder is convicted of any serious criminal offence.

6.	An exercise of only some Performance Options will not affect the rights of the holder under the balance of the Performance Options held by him or her as appropriate.

7.	The Company will not apply for official quotation by ASX of the Performance Options.

8.	The Performance Options are non-transferable and may not be sold, assigned, transferred or otherwise dealt with in any way, except in the sole case of the Employee’s death whereby Sign-On options shall be transferred to the Employee’s estate.

Shares issued upon the exercise of Performance Options will rank pari passu with the Company’s fully paid ordinary shares and will have the same voting and other rights as the existing shares of the Company, which are set out in the Company’s Constitution, ASX Listing Rules and the Corporations Act.

10.	The Company will apply for official quotation by ASX of all shares issued upon exercise of Performance Options, subject to any restriction obligations imposed by ASX.

11.	The Performance Options will not give any right to participate in dividends until shares are issued pursuant to the exercise of the relevant Performance Options.

12.	There are no participation rights or entitlements inherent in the Performance Options and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the Performance Options.

13.

In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company prior to the Expiry Date, the number of Performance Options or the rights attaching to the Performance Options or both shall be reconstructed in accordance with the ASX Listing Rules applying to a reorganisation of capital at the time of the reconstruction.

EXECUTED as an agreement


EXECUTED by PRIMA BIOMED		)
LIMITED ACN 009 237 889 in		)
accordance with section 127 of the		)
Corporations Xxx 0000		)
		)


/s/ Xxxxxx Xxxxxx				/s/ Ata Gokyildirim
Signature of Director				Signature of Director/Secretary

Xxxxxx Xxxxxx				Ata Gokyildirim
Name of Director				Name of Director/Secretary


SIGNED by XXXXXXX XXXXXX		)
XXXXXX in the presence of:		)
		)
		)
		)


/s/ Xxxx Xxxxx-Korenbet				/s/ Xxxxxxx Xxxxxx Xxxxxx
Signature of Witness				Xxxxxxx Xxxxxx Xxxxxx

Xxxx Xxxxx-Korenbet
Name of Witness

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Employment Agreement Prima Biomed Limited ACN 009 237 889 Matthew Bryson Lehman McCabe Terrill Lawyers Pty Limited ACN 122 850 033 130 Elizabeth Street (Level 14) Sydney NSW 2000 GPO Box 235 Sydney NSW 2001 DX 145 Sydney T +61 2 9261 1211 F +61 2 9261...

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