EMLOYMENT CONTRACT
Exhibit
10.49
EMLOYMENT
CONTRACT
This
Employment Contract (“Contract”) is entered into by and between Amarillo
Biosciences, Inc., a Texas corporation (“Employer”) and ▇▇▇▇ ▇▇▇ (“Employee”).
ABI and its controlled subsidiaries shall be hereinafter collectively referred
to as “ABI Companies”. Employer hereby employs Employee, and Employee accepts
employment, on the following terms and conditions.
ARTICLE
I
TERM
OF EMPLOYMENT
1.01.
By this
Contract, Employer employs Employee, and Employee accepts employment with
Employer starting April 15, 2006, and with such ABI Companies as Employer shall
designate, until this Contract shall have been terminated by either party by
the
serving of three months’ advance, written notice of such termination upon the
other party.
ARTICLE
II
COMPENSATION
2.01.
As
compensation for all services rendered under this Contract, Employee shall
be
paid by Employer a salary of TEN THOUSAND FOUR HUNDRED SIXTEEN AND 66/100
DOLLARS ($10,416.66) per month, payable at least monthly during the term of
this
Contract. The amount paid is to be prorated for any partial employment period.
Furthermore, Employee recognizes that Employer may experience periodic cash
shortages, and in such event, Employee will accept payment in Employer’s voting
common stock, which stock shall be registered by Employer on Form S-8, or other
suitable registration statement.
ARTICLE
III
DUTIES
OF EMPLOYEE
3.01.
Employee
is employed as Chief Financial Officer of Employer, and shall work in ▇▇▇▇▇▇
County, Texas. Employee shall perform the duties of Chief Financial Office,
as
such duties may be further set fourth in the Bylaws of Employer, or by
resolution of the Board of Directors of Employer. Employee shall devote his
entire productive time, ability, attention and energies to the business of
Employer during the term of this Contract, and during such time, Employee shall
not directly or indirectly render any services of a business, commercial or
professional nature to any other person or organization, whether or not for
compensation, without the prior consent of the Board of Directors of Employer,
except for Ontra Inc. which may retain ▇▇. ▇▇▇ to complete his obligations,
not
to exceed 10 hours per month.
ARTICLE
IV
EMPLOYEE’S
OBLIGATIONS AS TO INSURANCE
4.01.
Employee
agrees to submit to physical examination as may be required for the obtaining
by
Employer of insurance on Employee’s life, and agrees to consent to the issuance
of a policy or policies of insurance on his life, such policies to be owned
by
Employer, and naming Employer as beneficiary. Upon termination of Employee’s
employment for any reason, and if requested by Employee, Employer shall assign
any such policy to Employee, so that Employee shall have the option of keeping
the policy in force at Employee’s expense. The forgoing notwithstanding,
Employer shall be entitled to retain the accumulated cash value of any such
policy.
ARTICLE
V
EMPLOYEE
BENEFITS
5.01.
If
Employer provides hospital, surgical, medical, dental, group life insurance,
or
other fringe benefits to its employees, or any of them, at any time during
the
term of this Contract, Employee shall be entitled to participate in such
benefits, on terms and conditions at least as favorable as those accorded to
other employees of Employer, subject to insurability. At the present time,
it is
Employer’s intention that at the commencement date of this Contract, the
healthcare plan available to Employees will be a health savings account, funded
by Employees with pre-tax dollars from payroll withholding. Employee shall
be
entitled to vacation time as if the employee had been employed since March
of
2003, but with no vacation time carried forward from periods prior to April
1,
2006.
ARTICLE
VI
REIMBURSEMENT
OF EXPENSES INCURRED BY EMPLOYEE
6.01.
Employee
is authorized to incur reasonable business expenses for promoting the business
of Employer, including expenditures for entertainment and travel. Employer
will
reimburse Employee for all such expenses upon Employee’s presentation of written
expense vouchers, itemizing such expenditures.
ARTICLE
VII
PROPERTY
RIGHTS OF PARTIES
7.01.
Employee
has had access to and become familiar with, and during the term of continued
employment, will continue to have access to and become familiar with, various
trade secrets, consisting of formulas, devices, secret inventions, processes,
compilations of information, records, and specifications owned by ABI Companies
and regularly used in the operation of ABI Companies. Employee shall not
disclose any such trade secrets directly or indirectly nor use them in any
way
either during the term of this Contract or at any time thereafter except as
required in the course of his employment. All files, records, documents,
drawings, specifications, equipment and similar items relation to the business
of ABI Companies, whether or not prepared by Employee, shall
remain
the exclusive property of ABI Companies and shall not be removed from the
premises of Employer under any circumstances, except in pursuit of the trade
and
business of ABI Companies
7.02.
On the
termination of employment or whenever requested by Employer, Employee shall
immediately deliver to Employer all property in Employee’s possession or under
Employee’s control belonging to ABI Companies, including but not limited to all
accounting records, computer terminals and tapes, disks, or other data storage
mechanisms, accounting machines, and all office furniture and fixtures, supplies
and other personal property in the possession or under the control of Employee,
in good condition, ordinary wear and tear excepted, and including without
limitation all correspondence files, research date, and patent information
or
data, of every sort.
7.03.
Employee
does not claim any rights or interests in and to trade secrets, formulas,
devices, inventions, processes, patents, applications, continuations,
copyrights, trademarks, compilations of information, records, specifications,
rights, interests and date of any other sort, affecting or pertaining directly
or indirectly to the business of ABI Companies as now conducted, or to the
patents, trade secrets, and other rights now owned by ABI Companies
7.04.
Employee
agrees that he will promptly and fully inform and disclose to Employer all
inventions, designs, improvements and discoveries that Employee may have during
the term of this Contract that pertain or relate to the business of ABI
Companies or to any experimental work carried on by ABI Companies, whether
conceived by Employee alone or with others and whether or not conceived during
regular working hours. All such inventions, designs, improvements and
discoveries shall be the exclusive property of Employer. Employee shall assist
ABI Companies in obtaining patents on all such inventions, designs, improvements
and discoveries deemed patentable by ABI Companies, and shall execute all
documents and do all things necessary to obtain such patents for Employer or
ABI
Companies
7.05.
It is
contemplated that Employee in the course of his employment will be engaged
in
work involving various patents and secret processed owned by ABI Companies.
All
experiments, developments, formulas, patterns, devices, secret inventions and
compilations of information, records and specifications regarding such matter
are trade secrets, which Employee shall not disclose directly or indirectly
to
anyone other than ABI Companies or their agents, or use in any way either during
the term of this Contract or at any time after the termination of this Contract,
except as required in the course and scope of his employment.
7.06.
During
the term of this Contract, Employee shall not directly or indirectly either
as
an employee, employer, consultant, agent, principal, partner, stock holder,
corporate office, director, or in any other individual or representative
capacity engage or participate in any business that is in competition in any
manner whatsoever with the business of ABI Companies; provided, however, that
Employee may without restriction invest in professionally managed mutual funds
and Employee may purchase, own and
sell
stock or other securities, as long as Employee is not directly or indirectly
through one or more intermediaries in control of or controlled by or under
common control with any such company. Furthermore, upon the termination of
this
Contract, Employee expressly agrees not to engage or participate directly or
indirectly in any business that is in competition with the business of ABI
Companies, for a period of three (3) years; and further provided, that no
business will be considered to be in competition with ABI Companies unless
its
business relates to the manufacture, sale, testing or development of products
containing alpha
interferon.
Employer and Employee recognize and agree that ABI Companies may obtain or
develop additional technologies from time to time, and if that is the case,
Employer may expand the terms of this non-competition provision by giving
written notice to Employee of the additional technologies that are to be
protected.
7.07.
In the
event of a breach of Employee of any provisions of this Article VII, the parties
hereto agree that Employer, in addition to any other remedies to which Employer
may be entitled at law, shall be entitled to the remedy of specific performance,
it being understood and agreed by the parties hereto that damages may be
difficult to ascertain, and that an award of damages would in all probability
not sufficiently compensate Employer for any breach of Employee of such
provisions. ABI Companies are intended third-party beneficiaries of the
provisions of this Article VII.
ARTICLE
VIII
STOCK
OPTION
8.01.
Employer
hereby grants to Employee non-transferable stock options to purchase 400,000
shares of Employer’s voting common stock, subject to the terms and conditions
hereinafter set forth in this Article VIII. Where required by applicable laws
or
regulation, or by administrative necessity, the Board of Directors of Employer
may prescribe additional terms and conditions regarding the issuance and
administration of the stock option, as long as such additional terms and
conditions do not conflict with the terms and conditions hereinafter set
forth.
8.02.
The
options granted pursuant to Section 8.01 above, shall be exercisable as
follows:
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a.
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as
to 100,000 shares, between April 1, 2007 and March 31, 2012, inclusive;
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b.
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as
to 100,000 shares, between April 1, 2008 and March 31, 2013, inclusive;
and
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| c. |
as
to 100,000 shares, between April 1, 2009 and March 31, 2014, inclusive;
and
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| d. |
as
to 100,000 shares, between April 1, 2010 and March 31, 2015,
inclusive.
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The
exercise price for all options shall be $ 0.75 per share.
The
foregoing notwithstanding, no options which are not already theretofore
exercisable shall become exercisable at any time after the termination of
Employee’s full time active employment with Employer, nor at any time after
Employee receives notice of a pending or completed Change of Control as defined
in Section 8.03, below.
8.03.
In the
event of death or complete disability of Employee, or a voluntary termination
of
employment (which shall include the resignation of Employee, or the giving
of a
notice of termination of this Contract, or a successor or amended employment
contract, by Employee pursuant to Section 1.01, above),or notice of a pending
or
completed Change of Control as hereinafter defined, Employee (or if applicable,
Employee’s estate or personal representative) shall have a period of sixty (60)
days within which to exercise any matured (exercisable) options which have
not
theretofore been exercised; and after the expiration of said sixty (60) day
period, such options shall expire and be of no further force or effect.
For
purposes of this Agreement, “Change in Control” shall mean when any entity,
person or group other than Employer or a Subsidiary of Employer or Hayashibara
Biochemical Laboratories, Inc. or an affiliate thereof acquires shares of
Employer in a transaction or series of transactions that result in such entity,
person or group directly or indirectly owning beneficially fifty-one percent
(51%) or more of Employer’s outstanding shares of voting common
stock.
8.04.
Stock for Stock Exercise.
Where
Employee so elects by written notification to Employer prior to or
simultaneously with the exercise of one or more options, the exercise may be
accomplished on a “stock for stock” basis as follows: in lieu of payment to
Employer of the cash exercise price with respect to the options exercised,
there
shall be calculated the number of shares that could be purchased for the cash
exercise price; and that number of shares shall be deducted from the shares
issuable to Employee, with respect to that option exercise.
8.05.
The
stock
options herein granted are not qualified or incentive stock options within
the
meaning of the Internal Revenue Code of 1986, or successor provisions. Employer
has provided no tax advice to Employee with respect to the taxation of the
grant
and/or exercise of such options, and/or the disposition of the underlying
shares, and Employee has been advised to consult with his own tax advisor
regarding such matters. Furthermore, the underlying shares will not be
registered with the SEC, and will therefore be “Restricted Securities” within
the meaning of Rule 144, promulgated under the Securities Act of 1933. Employer
cannot insure that its securities will continue to qualify for sale or resale
under Rule 144, and in the event Rule 144 should at some time, be no longer
available with regard to such sales, Employee might find it difficult or
impossible to sell the option shares.
ARTICLE
IX
ENTIRETY
OF AGREEMENT; AMENDMENTS; SURVIVAL
9.01.
This
Contract supersedes all other agreements, either oral or in writing, between
the
parties to this Contract with respect to the employment of Employee by Employer.
This Contract contains the entire understanding of the parties and all of the
covenants and agreements between the parties with respect to such
employment.
9.02.
This
Contract may be amended only by an instrument signed in writing by both parties;
and provided further, that no amendment may be executed on behalf of Employer,
except pursuant to a resolution of the Board of Director of
Employer.
9.03.
The
following provisions shall survive the expiration of this Agreement: ARTICLES
VII, VIII, and IX.
IN
WITNESS WHEREOF, this Contract is executed by the undersigned as of this
13th
day of
March, 2006.
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EMPLOYEE:
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EMPLOYER:
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/s/
▇▇▇▇ ▇▇▇
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/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇
▇▇▇
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▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
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AMENDMENT
SEPTEMBER 10, 2007
ARTICLE
II
COMPENSATION
2.01.
As
compensation for all services rendered under this Contract, Employee shall
be
paid by Employer a salary of ONE HUNDRED TWENTY FIVE THOUSAND DOLLARS
($125,000.00) per year, payable at least monthly during the term of this
Contract. The amount paid is to be prorated for any partial employment period.
Furthermore, Employee recognizes that Employer may experience periodic cash
shortages, and in such event, Employee will accept partial (no more than 50%)
payment in Employer’s voting common stock, which stock shall be registered by
Employer on Form S-8, or other suitable registration statement.
ARTICLE
VIII
STOCK
OPTION
The
foregoing notwithstanding, no options which are not already theretofore
exercisable shall become exercisable at any time after the termination of
Employee’s full time active employment with Employer, nor at any time after
Employee receives notice of a pending or completed Change of Control as defined
in Section 8.03, below.