Exhibit
10.15


 


January
20, 2021


 


Brandi
L. Roberts


c/o
Lineage Cell Therapeutics, Inc.


2173
Salk Avenue, Suite 200


Carlsbad,
CA 92008


 


	Re:	Separation and Consulting Agreement




 


Dear
Brandi:


 


This
letter agreement (this “Agreement”) summarizes the terms of the separation and consulting agreement
that Lineage Cell Therapeutics, Inc. (“Lineage”) is offering to you in connection with your employment
termination.


 


1.
Employment Resignation and Final Payments.


 


(a)
Separation Date. Effective January 20, 2021 (the “Separation Date”), you have resigned as Chief
Financial Officer of Lineage, as well as all other positions you may hold as an employee, officer and/or director of Lineage or
any of its subsidiaries or affiliates. You have informed Lineage that your resignation is not related to any disagreement regarding
Lineage’s operations, policies, or practices.


 


(b)
Accrued Salary and Paid Time Off. Lineage will pay you all accrued base salary, and all accrued and unused paid time off earned
through the Separation Date, subject to required payroll deductions and withholdings. You are entitled to these payments even
if you do not sign this Agreement.


 


(c)
Expense Reimbursements. You agree to submit, within 30 calendar days after the Separation Date, expense reports to Lineage
seeking reimbursement for any business expenses incurred through the Separation Date. Lineage will reimburse you for these business
expenses, pursuant to its standard policies and practices.


 


2.
Health Insurance. To the extent provided by the federal COBRA law or, if applicable,
state insurance laws (collectively, “COBRA”), and by Lineage’s current group health insurance
policies, you may be eligible to continue coverage under such group health plan (or to convert to an individual policy), following
such date at your own expense. No provision of this Agreement will affect your continuation coverage rights under COBRA. You will
be provided with a separate notice describing your rights and obligations under COBRA laws, and any rights to convert to an individual
policy, on or after the Separation Date.


 




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3.
Consulting Agreement. Although not otherwise obligated to do so, if you sign,
date and return this Agreement to Lineage within 21 calendar days from the date you receive it, and you subsequently do not revoke
your acceptance of this Agreement, and you comply with your continuing obligations owed to Lineage, including pursuant to the
Employee Confidential Information and Invention Assignments Agreement between you and Lineage dated December 27, 2018 (the “Confidentiality
Agreement”), the Employment Agreement dated January 7, 2019 between you and Lineage (the “Employment
Agreement”, and this Agreement (collectively, the “Obligations”), Lineage shall retain
you, and you shall provide consulting services for Lineage, under the following terms (the “Consulting Relationship”):


 


(a)
Consulting Period. The Consulting Relationship will be deemed to have commenced on the Separation Date and will continue until
July 20, 2021, unless terminated earlier pursuant to Section 3(g) below (the “Consulting Period”). The
Consulting Period can be extended only by a writing signed by you and the Chief Executive Officer of Lineage.


 


(b)
Consulting Services. You agree to provide consulting services to Lineage in: (i) assisting Lineage on accounting, financial,
and operational matters, including financial planning and analysis; (ii) transitioning outstanding projects, asks and relationships
to other Lineage personnel; and (iii) such other services as you and Lineage may agree from time to time (together, the “Consulting
Services”). You will not be required to report to Lineage’s offices during the Consulting Period. During the
Consulting Period, you agree to provide Consulting Services as reasonably requested by Lineage from time to time.


 


(c)
Independent Contractor Relationship. Your relationship with Lineage during the Consulting Period will be that of an independent
contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture
or employment relationship after the Separation Date. Other than your COBRA rights, you will not be entitled to any of the benefits
that Lineage may make available to its employees, including group health or life insurance, profit-sharing or retirement benefits,
and you acknowledge and agree that your relationship with Lineage during the Consulting Period will not be subject to the Fair
Labor Standards Act, the California Labor Code or other laws or regulations governing employment relationships.


 


(d)
Consideration for Consulting Services / Equity Vesting. As consideration for the Consulting Services, Lineage will consider
your change of status from an employee to a consultant (effective as of the Separation Date), and your Consulting Services during
the Consulting Period, to constitute “Continuous Service” for purposes of the Lineage Cell Therapeutics, Inc. 2012
Equity Incentive Plan (the “Equity Plan”), and therefore your outstanding equity awards will continue
to vest in accordance with their terms during the Consulting Period; provided that any stock options that are “incentive
stock options” under Section 422 of the Internal Revenue Code shall cease to be “incentive stock options” upon
the 3-month anniversary of the Separation Date. Vesting of your equity awards will cease at the termination of the Consulting
Period and your rights to exercise or otherwise acquire any vested shares shall be governed and controlled by the Equity Plan
and your applicable grant documents (the “Equity Documents”). All terms applicable to your equity awards
will continue to be subject to the applicable Equity Documents. For the avoidance of doubt, if you do not satisfy the Obligations
set forth in Section 3 above, or enter into the Consulting Relationship, your “Continuous Service” for purposes of
your equity awards will terminate, and the vesting of your outstanding equity awards will cease, on the Separation Date. Lineage
agrees to pay you at a rate of $250 per hour for the Consulting Services, payable monthly within 30 days following receipt of
your invoice for the work done during the prior month. Unless otherwise agreed upon in writing by Lineage, Lineage’s maximum
liability for all Consulting Services performed during the term of this Agreement shall not exceed $50,000.


You
agree to provide detailed invoices describing the activities you performed and the amount of time spent on each activity.


 




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(e)
Limitations on Authority. You will have no responsibilities or authority as a consultant to Lineage other than as provided
above. You will have no authority to bind Lineage to any contractual obligations, whether written, oral or implied, except with
the written authorization of Lineage’s Chief Executive Officer. You agree not to represent or purport to represent Lineage
in any manner whatsoever to any third party (including customers, potential customers, investors, business partners or vendors),
unless authorized by Lineage’s Chief Executive Officer, in writing, to do so.


 


(f)
Confidential Information and Inventions. You agree that, during the Consulting Period and thereafter, you will not use or
disclose, other than in furtherance of the Consulting Services, any confidential or proprietary information or materials of Lineage,
including any confidential or proprietary information that you obtain or develop in the course of performing the Consulting Services.
Any and all work product you create in the course and scope of performing the Consulting Services will be the sole and exclusive
property of Lineage. You hereby assign to Lineage all right, title, and interest in all inventions, techniques, processes, materials,
and other intellectual property developed in the course and scope of performing the Consulting Services. You further acknowledge
and reaffirm you continue to be subject to the obligations of the Confidentiality Agreement and Sections 3, 4 and 6 of the Employment
Agreement. Notwithstanding the foregoing nondisclosure obligations, pursuant to 18 U.S.C. Section 1833(b), you will not be held
criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (i)
in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely
for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in
a lawsuit or other proceeding, if such filing is made under seal.


 


(g)
New Employment. Without limiting the generality of Section 3(f) or anything else in this Agreement, you acknowledge and agree
to the following: (i) you have informed Lineage’s Chief Executive Officer, in confidence, of the identity of the organization
that you intend to start working for following your termination of employment at Lineage; (ii) that organization is not a direct
competitor of Lineage; (iii) that organization has been made aware of this Agreement and your obligations hereunder; and (iv)
if you change employers during the term of this Agreement you will promptly notify Lineage.


 


(h)
Early Termination of Consulting Period. Either you or Lineage has the right to terminate the Consulting Period at any time
and for any reason upon written notice to the other party. Vesting of your outstanding equity awards will cease on the termination
of the Consulting Period.


 


4.
Other Compensation Or Benefits. You acknowledge
that, except as expressly provided in this Agreement, you have not earned and will not receive from Lineage any additional compensation,
bonuses, incentive compensation, severance, or benefits before or after the Separation Date, with the exception of any vested
right you may have under the express terms of a written ERISA-qualified benefit plan (e.g., 401(k) account).


 




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5.
Return Of Lineage Property. On the Separation
Date, you must return to Lineage all Lineage documents (and all copies thereof) and other Lineage property and equipment that
you have in your possession or control (except as otherwise agreed by the Chief Executive Officer of Lineage in writing), including
any materials of any kind that contain or embody any proprietary or confidential information or trade secret information of Lineage
(and all reproductions thereof in whole or in part). You agree that you will make a diligent search to locate any such documents,
property and information within the required timeframe. In addition, if you have used any personally owned computer, server, e-mail
system, mobile phone, or portable electronic device (e.g., iPhone, Android device, or iPad) (collectively, “Personal
Systems”) to receive, store, prepare or transmit any Lineage confidential or proprietary data, materials or information,
then on or before the third calendar day following the Separation Date, you will provide Lineage with a computer-useable copy
of all such information and then permanently delete and expunge all such Lineage confidential or proprietary information from
such Personal Systems without retaining any copy or reproduction in any form. Lineage will provide you with access to Lineage
property, as necessary, to the extent needed for you to perform your Consulting Services; provided that you must return
such Lineage property upon request and not later than the last day of the Consulting Period.


 


6.
Nondisparagement. You agree not to disparage
Lineage (including its subsidiaries), its officers, directors, employees, shareholders, and agents, in any manner likely to be
harmful to its or their business, business reputation, or personal reputation. Nothing in this Agreement will be interpreted or
construed to prevent you from giving truthful testimony to any law enforcement officer, court, administrative proceeding or as
part of an investigation by any Government Agency (as defined in Section 9(c)). In addition, nothing in this Agreement is intended
to prohibit or restrain you in any manner from making disclosures that are protected under federal law or regulation or under
other applicable law or regulation.


 


7.
Cooperation and Assistance.
You agree to voluntarily cooperate with Lineage, if you have knowledge of facts relevant to any threatened or pending claim, investigation,
audit or litigation against or by or involving Lineage, by making yourself reasonably available for interviews with Lineage or
its legal counsel, for preparing for and providing deposition testimony, and for preparing for and providing trial testimony.
Lineage will reimburse you for reasonable out-of-pocket expenses you incur in connection with any such cooperation (excluding
forgone wages, salary, or other compensation).


 


8.
No Admissions. You understand and agree that
the promises and payments in consideration of this Agreement shall not be construed to be an admission of any liability or obligation
by Lineage to you or to any other person, and that Lineage makes no such admission.


 




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9.
Release of Claims.


 


(a)
General Release. In exchange for the consideration under this Agreement to which you would not otherwise be entitled, including
the Consulting Relationship, you hereby generally and completely release Lineage and its directors, officers, employees, shareholders,
partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns (collectively,
the “Released Parties”) of and from any and all claims, liabilities and obligations, both known and
unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to or on the date
that you sign this Agreement (collectively, the “Released Claims”).


 


(b)
Scope of Release. The Released Claims include: (i) all claims arising out of or in any way related to your employment with
Lineage, or the termination of that employment; (ii) except for your eligibility for the Consulting Relationship pursuant to the
terms of Sections 3 above, all claims related to your compensation or benefits from Lineage, including salary, bonuses, commissions,
incentive compensation, vacation pay, expense reimbursements, severance benefits, fringe benefits, stock, stock options, or any
other ownership interests in Lineage; (iii) all claims for breach of contract, wrongful termination, and breach of the implied
covenant of good faith and fair dealing related to your employment with Lineage; (iv) all tort claims, including claims for fraud,
defamation, emotional distress, and discharge in violation of public policy; and (v) all constitutional, federal, state, and local
statutory and common law claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other
claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as
amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal
Family and Medical Leave Act, the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended).


 


(c)
Excluded Claims. Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded
Claims”): (i) any rights or claims for indemnification you may have pursuant to any written indemnification agreement
with Lineage to which you are a party, the charter, bylaws, or operating agreements of Lineage, or under applicable law; (ii)
any rights or claims that are not waivable as a matter of law; and (iii) any claims for breach of this Agreement. In addition,
nothing in this Agreement prevents you from filing a charge or complaint with the Equal Employment Opportunity Commission or any
similar state or local fair employment law agency, the Department of Labor, the National Labor Relations Board, the Occupational
Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency
or commission (collectively, the “Government Agencies”). This Agreement does not limit your ability
to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted
by any Government Agencies. While this Agreement does not limit your right to receive an award for information provided to the
Securities and Exchange Commission, you understand and agree that, to maximum extent permitted by law, you are otherwise waiving
any and all rights you may have to individual relief based on any claims that you have released and any rights you have waived
by signing this Agreement. You represent and warrant that, other than the Excluded Claims, you are not aware of any claims you
have or might have against any of the Released Parties that are not included in the Released Claims.


 




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10.
ADEA Waiver.
You hereby acknowledge that you are knowingly and voluntarily waiving and releasing any rights you may have under the ADEA, and
that the consideration given for the waiver and release you have given in this Agreement is in addition to anything of value to
which you were already entitled. You further acknowledge that you have been advised by this writing, as required by the ADEA,
that: (a) your waiver and release does not apply to any rights or claims that may arise after the date you sign this Agreement;
(b) you should consult with an attorney prior to signing this Agreement; (c) you have 21 calendar days to consider this Agreement
(although you may choose voluntarily to sign this Agreement sooner); (d) you have 7 calendar days following the date you sign
this Agreement to revoke your acceptance of this Agreement (in a written revocation sent to and received by Chase C. Leavitt,
Lineage’s General Counsel and Corporate Secretary); and (e) this Agreement will not be effective until the date upon which
the revocation period has expired, which will be the eighth calendar day after the date that this Agreement is signed by you provided
that you do not revoke it.


 


11.
Waiver of Unknown Claims. YOU UNDERSTAND
THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS RELATED TO YOUR EMPLOYMENT BY THE COMPANY.
In giving the releases set forth in this Agreement, which include claims which may be unknown to you at present, you acknowledge
that you have read and understand Section 1542 of the California Civil Code which reads as follows: “A general release
does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time
of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor
or released party.” You hereby expressly waive and relinquish all rights and benefits under that section and any law
or legal principle of similar effect in any jurisdiction with respect to your release of claims herein, including the release
of unknown and unsuspected claims.


 


12.
Representations. You hereby represent that you have been paid all compensation
owed and for all hours worked; have received all the leave and leave benefits and protections for which you are eligible pursuant
to the Family and Medical Leave Act or otherwise; and have not suffered any on-the-job injury for which you have not already filed
a workers’ compensation claim.


 


13.
Dispute Resolution. You and Lineage both
agree that any and all disputes, claims, or causes of action, in law or equity, including statutory claims, arising from or relating
to the enforcement, breach, performance, or interpretation of this Agreement, your employment or Consulting Relationship with
Lineage, its predecessors or affiliates, or the termination of your employment or Consulting Relationship with Lineage, its predecessors
or affiliates, will be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, and to the fullest extent permitted
by law, by final, binding and confidential arbitration conducted by JAMS, Inc. (“JAMS”) or its successors
by a single arbitrator. The arbitration will be held in San Diego, California, or such other location as then-agreed by the parties.
Both you and Lineage acknowledge that by agreeing to this arbitration procedure, you each waive the right to resolve any
such dispute through a trial by jury or judge or administrative proceeding. Any such arbitration proceeding will be governed
by JAMS’ then applicable rules and procedures for employment disputes, which will be provided to you upon request. In any
such proceeding, the arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and
to award such relief as would otherwise be permitted by law; and (b) issue a written arbitration decision including the arbitrator’s
essential findings and conclusions and a statement of the award. The arbitrator shall have the sole and exclusive authority to
determine whether a dispute, claim or cause of action is subject to arbitration under this Agreement and to determine any procedural
questions which grow out of such disputes, claims or causes of action and bear on their final disposition. You and Lineage each
shall be entitled to all rights and remedies that either would be entitled to pursue in a court of law. Nothing in this Agreement
is intended to prevent either Lineage or you from obtaining injunctive relief in court to prevent irreparable harm pending the
conclusion of any such arbitration pursuant to applicable law. Lineage shall pay all filing fees in excess of those which would
be required if the dispute were decided in a court of law, and shall pay the arbitrator’s fees and any other fees or costs
unique to arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state
courts of any competent jurisdiction.


 




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14.
Miscellaneous. This Agreement, including the
Confidentiality Agreement and the surviving sections of the Employment Agreement, constitutes the complete, final and exclusive
embodiment of the entire agreement between you and Lineage with regard to its subject matter. It is entered into without reliance
on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such
promises, warranties or representations. This Agreement may not be modified or amended except in a writing signed by both you
and a duly authorized officer of Lineage. This Agreement will bind the heirs, personal representatives, successors and assigns
of both you and Lineage, and inure to the benefit of both you and Lineage, their heirs, successors and assigns. If any provision
of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination will not affect any other
provision of this Agreement and the provision in question will be modified so as to be rendered enforceable. This Agreement will
be deemed to have been entered into and will be construed and enforced in accordance with the laws of the State of California
without regard to conflict of laws principles. Any ambiguity in this Agreement shall not be construed against either party as
the drafter. Any waiver of a breach of this Agreement shall be in writing and shall not be deemed to be a waiver of any successive
breach. The words “includes,” “including” and similar terms shall be construed as if followed by the words
“without limitation.”


 


If
this Agreement is acceptable to you, please sign below on or within 21 calendar days from the date you receive it from Lineage,
and then promptly return the fully signed original to me. Lineage’s offer contained herein will automatically expire if
we do not receive the fully signed Agreement from you within this timeframe.


 


We
wish you the best in your future endeavors.


 


Sincerely,


 


	Lineage
    Cell Therapeutics, Inc.	 
	 	 	 
	By:	/s/ Brian M. Culley	 
	 	Brian
    M. Culley	 
	 	Chief
    Executive Officer	 
	 	 	 
	I have read, understand and agree fully to the foregoing Agreement:	 
	 	 	 
	/s/ Brandi L. Roberts	 
	Brandi L. Roberts	 
	 	 	 
	1/20/2021	 
	Date	 


 




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