Exhibit 10.1


 


 


RELEASE AGREEMENT


 


This Release Agreement (“Release”)
is entered into by and between PharmaCyte Biotech, Inc. (“Company”) and Gerald W. Crabtree (“Executive”).


 


RECITALS


 





This Release is made with
respect to the following facts:


 


WHEREAS, Company and Executive
are parties to that certain Executive Compensation Agreement, dated March 10, 2015 (“Executive Agreement”) and subsequent
amendments dated December 30, 2015 (the “First Amendment”), March 10, 2017 (the “Second Amendment”)
and October 14, 2020 (the “Third Amendment”) (collectively, the Executive Agreement, the First Amendment, the Second
Amendment and the Third Amendment are referred to as the “Employment Agreement”); and


 


WHEREAS, effective October
11, 2022, Executive’s employment with the Company shall terminate (the “Separation Date”);


 


WHEREAS, the parties acknowledge
and agree that Executive’s employment separation is a voluntary resignation, and that such employment separation does not give rise
to any severance obligations under Section 4(b) of the Employment Agreement; and


 


WHEREAS, Executive has made
an independent, voluntary and informed decision that this Release is in Executive’s best interests.


 


NOW THEREFORE, for good and
valuable consideration, the receipt of which is hereby acknowledged, and in consideration of the covenants, terms, and conditions in this
Agreement, the parties, intending to be legally bound, agree as follows:


 


 1.                   The above Recitals are incorporated herein.


 




2.                  
Executive acknowledges that Company will pay Executive all accrued wages, expense reimbursements, including accrued unused paid
time off in the amount of $8,694.88 (less applicable withholdings and deductions), and compensation through the Separation Date to which
Executive is entitled, and that Executive is not entitled to any compensation of any kind not specifically provided for in this Release.


 


3.                  
Provided Executive executes and does not timely revoke this Release, Company will pay Executive three (3) months of Executive’s
base salary as of the Separation Date, which amounts to a gross payment of $21,000 (the “Consideration”), payable in substantially
equal installments pursuant to Company’s regular payroll practices. Company shall be entitled to make all standard payroll withholdings
and deductions to the Payment. This Consideration is in addition to the salary Executive will already receive for Executive’s work
through the Separation Date. Further, Executive acknowledges that but for Executive signing and not revoking this Release, Executive would
not be entitled to the Consideration.


 


 


 


 






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4.                  
Executive, for Executive, Executive’s successors, administrators, heirs, and assigns, hereby fully releases, waives and forever
discharges Company, any affiliated company or subsidiary, their predecessors, successors, affiliates, assigns, shareholders, directors,
officers, agents, attorneys, and employees, whether past, present, or future (the “Released Parties”) from any and
all actions, suits, debts, demands, damages, claims, judgments, or liabilities of any nature, including costs and attorneys’ fees,
whether known or unknown, including, but not limited to, all claims arising out of the Employment Agreement and Executive’s employment
with or separation from any of the Released Parties, such as (by way of example only) any claim for bonus, severance, or other benefits;
breach of contract; wrongful discharge; impairment of economic opportunity; any claim under common-law or at equity; any tort; claims
for reimbursements; claims for commissions; or claims for employment discrimination under any state, federal, local law, statute, or regulation.
Notwithstanding the foregoing, Executive does not waive or release any claims relating to: (i) any vested rights which Executive
may have under any employer sponsored benefit plan or (ii) any claims that cannot be waived by law. Executive acknowledges and agrees
that this release, the release contained in paragraph 4 and the covenant not to sue set forth in paragraph 5 are essential and material
terms of this Release and that, without such release and covenant not to sue, no agreement would have been reached by the parties. Executive
understands and acknowledges the significance and consequences of this Release.


 








5.                  
Executive specifically waives and releases Company from all claims Executive may have as of the date Executive signs this Release
regarding claims or rights arising under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C § 621 et al. (“ADEA”),
including the Older Workers Benefit Protection Act of 1990. This paragraph does not waive rights or claims that may arise under the ADEA
after the date Executive signs this Release. Company hereby advises Executive to consult an attorney prior to signing this Release. Executive
has been provided twenty-one (21) days within which to consider whether Executive should sign this Release, though Executive may sign
the Release sooner if desired. Executive shall have seven (7) days within which to revoke this Release after signing. To revoke this Release,
Executive must send a written statement of revocation to Company, with notice delivered as specified in Executive’s Employment Agreement.
This Release shall not become effective or enforceable until the eighth (8th) day following Executive’s signature (the
“Effective Date”), and no severance shall be due until after the Effective Date.


 


6.                  
To the maximum extent permitted by law, Executive covenants not to sue or to institute or cause to be instituted any action in
any federal, state, or local agency or court against any of the Released Parties, with respect to the claims released in paragraphs 4
or 5 of this Release. Notwithstanding the foregoing, nothing herein shall prevent Executive or Company from instituting any action required
to enforce the terms of this Release or from challenging this Release under ADEA. Executive acknowledges that Executive does not have
any current charge, complaint, grievance or other proceeding against the Released Parties pending before any local, state or federal agency
regarding Executive’s employment. Executive shall not seek or be entitled to any personal recovery, in any action or proceeding
that may be commenced on Executive’s behalf in any way arising out of or relating to the matters released under this Release.


 


7.                  
Executive hereby acknowledges and agrees that the execution of this Release does not alter Executive’s continuing obligations
established by the surviving portions of the Employment Agreement, including, without limitation, the confidentiality agreement, which
obligations are hereby incorporated into this Release. Executive hereby acknowledges, reaffirms and ratifies Executive’s continuing
obligations to Company pursuant to the Employment Agreement.


 


8.                  
Executive acknowledges by signing this Release that Executive has read and understands this document, that Executive has conferred
with or had opportunity to confer with Executive’s attorneys regarding the terms and meaning of this Release, that Executive has
had sufficient time to consider the terms provided for in this Release, that no representations or inducements have been made to Executive
except as set forth herein, and that Executive has signed the same knowingly and voluntarily.


 


 


 


 


 






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9.                  
Executive agrees that Executive will provide reasonable cooperation to Company and its respective
counsel in connection with any investigation, administrative proceeding or litigation relating to any matter that occurred during Executive’s
employment in which Executive was involved or of which Executive has knowledge. Company agrees to reimburse Executive for reasonable out-of-pocket
expenses incurred at the request of Company with respect to Executive’s compliance with this paragraph.


 


10.              
It is intended that the provisions of this Release shall be enforced to the fullest extent permissible under the laws and public
policies applied in each jurisdiction in which enforcement is sought. The provisions of this Release shall be construed in accordance
with the internal laws of the state of Nevada. In the event that any paragraph, subparagraph or provision of this Release shall be determined
to be partially contrary to governing law or otherwise partially unenforceable, the paragraph, subparagraph, or provision and this Release
shall be enforced to the maximum extent permitted by law, and if any paragraph, subparagraph, or provision of this Release shall be determined
to be totally contrary to governing law or otherwise totally unenforceable, the paragraph, subparagraph, or provision shall be severed
and disregarded and the remainder of this Release shall be enforced to the maximum extent permitted by law.


 


11.              
Executive agrees that neither this Release nor performance hereunder constitutes an admission by any of the Released Parties of
any violation of any federal, state, or local law, regulation, common-law, breach of any contract, or any other wrongdoing of any type,
and this Release may not be used as evidence in any subsequent proceeding of any kind, except one in which any of the Released Parties
or the Executive alleges a breach of the terms of this Release or elects to use this Release as a defense to any claim released hereby.





 





	 	EXECUTIVE
	 	 
	Date: October 12, 2022	/s/ Gerald W. Crabtree                                                      
	 	Gerald W. Crabtree
	 	 
	 	PHARMACYTE BIOTECH, INC.
	 	 
	Date: October 12, 2022	By: /s/ Joshua N. Silverman                                              
	 	Name: Joshua N. Silverman                                      
	 	Title: Interim Chief Executive Officer and President






 


 


 


 


 


 


 


 






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