amar_ex101f





 







Exhibit 10.1 (f)

 


 

 



EMPLOYMENT AGREEMENT

 


This
Agreement (the "Agreement") is effective as of the 1st day of
January 2021 (“Effective Date”) by and between, DR.
STEPHEN T. CHEN, Ph.D. (the "EMPLOYEE"), and AMARILLO BIOSCIENCES,
INC., a Texas Corporation ("EMPLOYER").

 



RECITALS

 


WHEREAS,
the EMPLOYER is in need of assistance in the area of a CHAIRMAN,
PRESIDENT, CEO AND CFO; 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 $20,000, payable bi-monthly;

 


(ii)
Monthly Stock Grant: $8,333.33 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.

 




 


ABI
– DR STEPHEN T. CHEN Ph.D. Employment Agreement –
Effective January 1 2021


Initials:
EMPLOYER _________; EMPLOYEE __________








 






 


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.

 



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.





 




 


ABI
– DR STEPHEN T. CHEN Ph.D. Employment Agreement –
Effective January 1 2021


Initials:
EMPLOYER _________; EMPLOYEE __________








 






 



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:





 



Notices as to EMPLOYEE:

 


Dr.
Stephen Chen, Chairman, President, CEO and CFO


Amarillo
Biosciences, Inc. Taiwan Branch


7F.,
No. 47, Ln. 77, Sec. 2, Zhongshan N. Rd., Zhongshan
Dist.,


Taipei
City 104, Taiwan (R.O.C.).


Email: stcacts@amarbio.com

 



Notices to the EMPLOYER:

 


Bernard
Cohen


VP
- Administration


Amarillo
Biosciences, Inc.


4134
Business Park Drive


Amarillo,
Texas 79110


Phone: 
806-376-1741  Ext. 16


Fax:       
806-376-9301


Email: bcohen@amarbio.com


 



With Copies to:


 


Jun
Y. Lee


468 North Camden Drive, 2nd
Floor


Beverly
Hills CA 90210


Fax:
213-607-3105


Email: junylee@gmail.com


 


 




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.





 







 


ABI
– DR STEPHEN T. CHEN Ph.D. Employment Agreement –
Effective January 1 2021


Initials:
EMPLOYER _________; EMPLOYEE __________








 






 




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.






 




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:

 


	
 

	

Amarillo Biosciences, Inc.

	
 

	
 

	
EMPLOYEE:

	
 


	
By:


	
/s/ John Junyong Lee

	
 

	
By:


	
/s/ 
Stephen T. Chen

	
 


	
 

	
John Junyong
Lee

	
 

	
 

	Dr.
Stephen T. Chen, Ph.D.	
 


	
 

	
Secretary                                                                                     

	
 

	
 

	



	
 


	
 

	
 

	
 

	
 

	



	
 


	
Date:

	
12/31/2020

	
 

	
Date:

	
12/31/2020


	
 






 




 


ABI
– DR STEPHEN T. CHEN Ph.D. Employment Agreement –
Effective January 1 2021


Initials:
EMPLOYER _________; EMPLOYEE __________








 










 



EXHIBIT “A”


 



SCOPE OF WORK


 




1.

Executive
management of all aspects of EMPLOYER








2.

Executive
and statutory oversight of federal and state securities compliance
and reportings








3.

Coordination
with EMPLOYER employees, consultants, accountants, auditors,
attorney(ies) and vendors








4.

Support
to EMPLOYER Board of Directors






 




 


ABI
– DR STEPHEN T. CHEN Ph.D. 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
– DR STEPHEN T. CHEN Ph.D. 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
– DR STEPHEN T. CHEN Ph.D. 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
– DR STEPHEN T. CHEN Ph.D. Employment Agreement –
Effective January 1 2021


Initials:
EMPLOYER _________; EMPLOYEE __________