Exhibit 10.2
November 1, 2006
To: William B. Adams
From: International Stem Cell Corporation
Dear Bill:
The following sets for the terms of your proposed employment with International Stem Cell Corporation (“ISCC”). ISCC hereby offers you employment with ISCC on the terms and conditions set forth below, such employment to commence November 1, 2006. As referred to herein, “ISCC” shall include the public entity of which ISCC expects to become a wholly owned subsidiary (the “Parent”) through a pending “reverse merger takeover (the “RTO”) and Lifeline Cell Technology, LLC, as the context requires.
| 1. | You will be CFO of ISCC and Lifeline and report directly to the Boards of Directors of those entities. Your duties and responsibilities will include the function of CFO and all the responsibilities related there to. Responsibilities may be added, removed or otherwise modified, as the Board deems necessary. | ||
| 2. | You will serve on the Boards of both ISCC and Lifeline. | ||
| 3. | You will receive a base salary of $180,000, payable semi-monthly. Your status will be salary exempt. You will be entitled to 15 days paid vacation each year, accruing on a monthly basis. You will be eligible for coverage under such group health plan and other benefits as the Company provides to comparable employees. | ||
| 4. | Employment with ISCC or Parent is at the mutual consent of the employee and the company. Accordingly, while the company has every hope that employment relationships will be mutually beneficial and rewarding, employees and the company retain the right to terminate the employment relationship at will, at any time, with or without cause. Please note that no individual has the authority to make any contrary agreement or representation. Accordingly, this constitutes a final and fully binding integrated agreement with respect to the at-will nature of the employment relationship. | ||
| 5. | You agree to abide by the Company’s policies and procedures, including those set forth in a Company Employee Handbook when such document is drafted. You will be required to sign the signature page of this Employee Handbook when it is completed. |
| 6. | For a period of one year after your termination of employment for any reason, you agree not to, directly or indirectly, hire, attempt to hire, induce or entice the hire of or interview for hire any employee of ISCC or Lifeline or any former employee who had been an employee at any time during the one year period prior to your termination. | ||
| 7. | You further agree that you will upon termination of employment, return to ISCC and Lifeline all books, records, computer files, manuals, customer lists and other written, typed, printed, or electronic materials, whether furnished by ISCC or Lifeline or prepared by you, which contain any information relating to the ISCC or Lifeline businesses, and you further agree that you will neither make nor retain copies of such materials after termination of employment. | ||
| 8. | If you voluntary terminate your employment under this Agreement, you will not, for a period of one year after you are no longer employed by ISCC or Lifeline, solicit customers of ISCC or Lifeline directly or indirectly, either as a proprietor, stockholder, partner, officer, employee, or otherwise of any other entity engaged in the stem cell business in the United States, producing and/or selling same or substantially similar products and services as ISCC or Lifeline produces and/or sells at such time your employment with ISCC and/or Lifeline may terminate. | ||
| 9. | In the event of any lawsuit or charge filed with an administrative agency, or other form of litigation brought against or involving you as a result of alleged activity, negligence, or any other conduct by you in connection with your duties and responsibilities on behalf of ISCC or Lifeline, ISCC shall provide and pay for legal defense on your behalf, as well as indemnify you against any judgment or other liability that may result from such proceedings unless such activity or conduct represented willful misconduct on your part. | ||
| 10. | You will be required to sign an Employee Proprietary Information Agreement as well as the necessary tax and benefit enrollment forms before starting full time employment. You will also be required to provide proof of your identity and authorization to work in the United States as required by Federal immigration laws. | ||
| 11. | Bill, we look forward to you joining our effort and hope the opportunity will be mutually rewarding. To confirm that you agree to the terms stated in this letter, please sign, date and return the enclosed copy of this letter. |
Sincerely,
International Stem Cell Corporation
By: /S/ JEFFREY KRSTICH
Jeffrey Krstich CEO
Jeffrey Krstich CEO
This will acknowledge my acceptance of this offer of employment.
| /S/ WILLIAM B ADAMS | ||
| William B. Adams | Date: November 1, 2006 |