Exhibit 10.10


 


Employment
Agreement


 


This
EMPLOYMENT AGREEMENT ("Agreement") dated effective as of January 1st, 2015 (the "Effective Date"),
is between Redwood Scientific Technologies, Inc., a Nevada Corporation (the "Company"), and Jacques Poujade ("Executive").


 


WITNESSETH


 


WHEREAS,
the Company desires to employ Executive as Chief Financial Officer ("CFO") of the Company;


 


WHEREAS,
the Company and Executive desire to enter into the Agreement as to the terms of his employment by the Company;


 


NOW
THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


 


This
Agreement is 9 pages. This Agreement constitutes the entirety of the terms of employment between Employer and Employee.
This Agreement, along with any exhibits, appendices, addendums, schedules, and amendments hereto, encompasses the entire agreement
of the parties, and supersedes all previous understandings and agreements between the parties, whether oral or written. The parties
hereby acknowledge and represent, by affixing their hands and seals hereto, that said parties have not relied on any representation,
assertion, guarantee, warranty, collateral contract or other assurance, except those set out in this Agreement, made by or on
behalf of any other party or any other person or entity whatsoever, prior to the execution of this Agreement. The parties hereby
waive all rights and remedies, at law or in equity, arising or which may arise as the result of a party's reliance on such representation,
assertion, guarantee, warranty, collateral contract or other assurance, provided that nothing herein contained shall be construed
as a restriction or limitation of said party's right to remedies associated with the gross negligence, willful misconduct or fraud
of any person or party taking place prior to, or contemporaneously with, the execution of this Agreement.


 


	/s/
Jesse J. Thaler	 	/s/
                                         Jacques Poujade
	Company Initial		Executive
                                         Initial



 


1.Formation
of Agreement.


 





This
is an offer for employment according to the terms recited herein. Acceptance of this offer for employment, and formation of the
employment contract, is effectuated upon Employer's receipt of a duly signed Agreement.


 


2.Position
and Responsibilities. 


 


(a)
The Company hereby employs Executive and Executive hereby accepts continued employment by the Company as the Company's CFO. In
this capacity Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and
responsibilities of persons in similar capacities in similarly sized companies, and such other duties and responsibilities as
determined by the CEO. Executive shall report directly to the CEO.


 






     

     

    

 


(b)
Throughout the term of this Agreement, Executive shall devote substantially all of his working time (excluding periods of vacation
and other approved leaves of absence), energy, attention, skill and best efforts to the affairs of the Company and to the performance
of his duties hereunder in a manner that will faithfully and diligently further the business and interests of the Company. Approval
of board memberships will be at the discretion of the CEO, however, such approval will not be unreasonably withheld, provided
that such activities do not significantly interfere with Executive's duties under this Agreement. Executive shall comply with
the Company's Code of Ethical Standards and Business Practices.


 


3.
Employment Term.


 


(a)
Executive's term of employment under this agreement shall be for a term commencing on January 1st, 2015 and,
unless terminated earlier as provided for in Section 7 hereof, end twelve (12) months later.


 


(b) Renewal or extension of the Employment term may only be effectuated by mutual written agreement between the parties. In absence
of such written Agreement, Executive's employment will continue according to the terms of this Agreement on a monthly basis.


 


4.
Compensation.


 


(a) Salary. Executive shall receive a base salary (the "Base Salary") at the monthly rate of $5,000 beginning on
the effective date of this agreement. Executive shall only receive salary when this agreement is effective.


 


(b) Stock
Award. Company intends to establish a Stock Award Plan. Although such plan is not currently in place, it is
expressly contemplated that CFO be part of this stock plan. Once the stock plan is established an implemented, a "Stock
Plan Addendum" will be duly executed and attached to this Agreement as an addendum. Company and CFO agree to negotiate
this future stock plan in good faith.


 


(c) Discretionary Grants. In addition to the Stock Award contemplated under this Section, at the sole discretion of the Board,
Executive shall be eligible for grants of stock options and other equity awards.


 






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(d) Notwithstanding any other provision, in the event of a change in control, all equity awards (including, but not limited to, any
options or stock grants made subsequent to the date of this Agreement) shall fully vest and be immediately exercisable. A change
in control means the consummation after the date hereof of a transaction or series of related transactions that results in any
person or group ("group") as defined in the rules and regulations promulgated under the Securities Exchange Act of 1934,
as amended) acquiring (i) directly or indirectly by merger or otherwise more than 50% of the Company's securities entitled to
vote in the election of directors, (ii) all or substantially all of the assets of the Company or (iii) the right to elect a majority
of members of the Company's Board of Directors.


 


(e) Option to Have Company Repurchase Stock and Options. If Executive dies while employed, the Company shall, subject to any
restrictions contained in any credit or similar agreements or that exist under California state law, offer to purchase all of
Executive's stock and any outstanding options, which are vested at the time of death at fair market value.


 


(f)
Compliance with Section 409A. The Company agrees not to take any action (or omit to take any action that is required to
be taken) in respect of the Stock Award (or any other similar award) that is materially inconsistent with, contrary to or in material
breach of the terms of the SA, that causes Executive to incur tax in respect of a violation of Section 409A of the Code. If Executive
or the Company believes, at any time, that any feature of Executive's compensation or benefits (including the SA) does not comply
with (or is not exempt from) Section 409A of the Code or that any action taken or contemplated to be taken (including any failure
to take action) in regards to compensation or benefits caused or might cause a violation of Section 409A of the Code, Executive
or the Company will promptly advise the other and will reasonably negotiate in good faith to amend the terms of the payments or
benefits or alter the action or contemplated action in order that such payments or benefit arrangements comply with (or are exempt
from) the requirements of Section 409A of the Code or in order to mitigate any additional taxes that may apply under Section 409A
of the Code if compliance or exemption is not practicable.


 


For
the avoidance of doubt, the Company is not responsible for the payment of any taxes, including income and excise taxes, that Executive
may incur under Section 409A of the Code, nor will the Company indemnify Executive for any such liability, unless the Company
breaches a material term of this Agreement or of any compensatory program in which Executive participates and that breach is the
cause of the 409A taxation/penalties.


 






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5.
Executive Benefits.


 





	 	(a)	Medical
    Insurance. During the term of his employment, Executive and his eligible dependents shall be eligible to participate in
    the Company's group medical, dental and vision plans (the "Health Plans") in accordance with the terms of the Health
    Plans and, subject to the restrictions and limitations contained in the insurance agreement or agreements.
	 	 	 
	 	(b)	Benefit
    Plans. Executive shall be eligible to participate in the Company's profit sharing plan, deferred compensation plan, 401k
    plan, long-term disability plan and Executive benefit programs, if any, generally made available to other Executives of the
    Company, subject to their respective generally applicable eligibility requirements, terms, conditions and restrictions; provided,
    however, that severance payments under this Agreement shall be in lieu of any severance benefits otherwise provided by the
    Company. However, nothing in this Agreement shall preclude the Company from amending or terminating any such insurance, benefit,
    program or plan so long as the amendment or termination is applicable to the Company's executives participating in such insurance,
    benefit, program or plan generally.
	 	 	 
	 	(c)	Paid
    Time Off. Executive shall be entitled two weeks paid vacation per calendar year, which vacation entitlement shall be pro-rated
    in any calendar year in which Executive does not work the entire calendar year.
	 	 	 
	 	(d)	Business
    and Entertainment Expenses. Upon presentation of appropriate documentation, and written approval by the CEO, Executive
    shall be reimbursed in accordance with the Company's expense reimbursement policy for all reasonable and necessary business
    and entertainment expenses incurred in connection with the performance of his duties hereunder, including but not limited
    to:







 


	 	a.	The
    cost and provision of a mobile telephone service; and the provision of a personal computer and broadband connection for remote/home
    office use; and
	 	 	 
	 	b.	The
    reasonable costs of attending conferences, seminars, training and professional development courses and study relevant to the
    performance of his duties; and
	 	 	 
	 	c.	Membership
    fees and subscriptions payable to professional associations, the membership of which is reasonably necessary or desirable
    to hold in the performance of his duties.


 


6.
Termination of Employment. Notwithstanding any other provision of this Agreement, Executive's employment and all of the
Company's obligations or liabilities under this Agreement may be terminated immediately in any of the following circumstances:


 


(a) Disability or Incapacity. In the event of Executive's physical or mental inability to perform his essential duties hereunder,
for a period of greater than six (6) months and where all leave entitlements have been exhausted during the term of this Agreement.


 






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(b) Death of Executive. In the event of Executive's death.


 


(c) Resignation for Good Reason. Executive may resign for "Good Reason," defined below, upon 30 days' written notice
by Executive to the Company. The Company may waive Executive's obligation to work during this 30-day notice period and terminate
his employment immediately, but if the Company takes this action in the absence of agreement by Executive, Executive shall receive
the salary that otherwise would be due through the end of the notice period. For purposes of this Agreement, "Good Reason"
shall mean any of the following violations of this Agreement by the Company: any reduction in Executive's Base Salary; except
as provided in this Agreement, any reduction in Executive's potential bonus percentage amounts; a material change in geographic
location from which Executive must perform his services, notwithstanding provisions in Section 6; any significant diminution of
Executive's responsibility or authority, any material failure of the successors to the Company after a Change of Control to perform
or cause the Company to perform the obligations of the Company under this Agreement; and any substantial breach by the Company
of any material provision of this Agreement. Notwithstanding the foregoing, the acts or omissions described above shall not constitute
"Good Reason" unless Executive provides the Company with written notice detailing the matters she asserts to be "Good
Reason" which the Company does not cure within thirty (30) days of receiving the written notice.


 


(d) Discharge for Cause. The Company may discharge Executive at any time for "Cause," which shall be limited to:
Executive's material and serious breach or neglect of Executive's responsibilities; willful violation or disregard of standards
of conduct established by law; willful violation or disregard of standards of conduct established by Company policy as may from
time to time be communicated to Executive; fraud, willful misconduct, misappropriation of funds or other dishonesty; conviction
of a crime of moral turpitude; or any material breach by Executive of any provision of this Agreement. Executive shall not be
discharged for Cause unless and until the CEO provides written notice of the ground for the termination for "Cause",
specifying the particulars thereof in detail.


 


(e) Discharge without Cause. Notwithstanding any other provision of this Agreement, Executive's employment and any and all
of the Company's obligations under this Agreement (excluding any obligations the Company may have under paragraph 8 below) may
be terminated by the Company at any time without Cause.


 


(f) Return of Company Property. When the employment relationship between the Company and the Executive is terminated for whatever
reason, the Executive agrees to immediately return to the Company all tangible and intangible property belonging to, leased, or
otherwise provided to the Executive by the Company, including without limitation any and all: stationery, books, business cards,
documents, records, disks, access cards, mobile telephone, computer hardware, credit cards, cars or keys; materials provided to
the Executive by the Company, unless otherwise agreed in writing by the Company.


 






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7.
Payments Upon Termination.


 


(a)
Discharge Without Cause, or Resignation for Good Reason. If Executive is discharged without Cause or resigns for Good Reason
during the Initial Term, Executive shall receive $100 as severance pay. The severance payment shall be payable in a lump sum as
soon as practicable, but no later than 60 days of Executive's termination of employment. The severance payment will be made provided
that Executive signs and does not timely revoke a general release of claims (including, without limitation, contractual, common
law and statutory claims) against the Company and its officers, directors, Executives and agents. Executive will also receive
any vested benefits to which Executive is entitled under the Company's compensation and Executive benefit plans in accordance
with, to the extent provided in, and subject to the restrictions and payout schedules contained in those plans, including, but
not limited to the company's Stock Plan.


 


(b) Vesting Acceleration. If the Company terminates your Employment for any reason other than Cause, death or Disability, then
Executive receives those shares that vested during Executive's employment with Company, plus the shares set to vest upon the next
immediate vestment period. The remainder of shares to be vested are forfeited.


 


(c) Discharge for Cause. If Executive is discharged for Cause or resigns without Good Reason, Executive's sole entitlement
will be the receipt of Base Salary for any days worked through the date of termination and any vested benefits to which Executive
is entitled under the Company's compensation and Executive benefit plans in accordance with, to the extent provided in, and subject
to the restrictions and payout schedules contained in those plans, including, but not limited to the company's Stock Plan.


 


8.
Company Property. All advertising, sales, manufacturers' and other materials or articles or information, including, without
limitation, data processing reports, customer sales analyses, invoices, price lists or information or any other materials or data
of any kind furnished to Executive by the Company or developed by Executive on behalf of the Company or at the Company's direction
or for the Company's use or otherwise in connection with Executive's employment with the Company, are and shall remain the sole
and confidential property of the Company.


 


9.
Non-Solicitation and Confidentiality. To the maximum extent permissible by law:


 


(a)
During his employment with the Company and for a period of one year after the termination of his employment with the Company for
any reason whatsoever, whether by Executive or by the Company and whether during the term of this Agreement or subsequent to the
expiration of this Agreement, Executive shall not, directly or indirectly induce or intentionally influence any customer, Executive,
consultant, independent contractor or supplier of the Company to change his, her or its business relationship with or terminate
employment with the Company.


 






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(b)
During his employment with the Company and at all times thereafter, and except as required by law, Executive shall not use
for his personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of, any person,
firm, association or company other than the Company, any confidential information of the Company that Executive acquires in
the course of his employment, which is not otherwise lawfully known by and readily available to the general public. This confidential
information includes, but is not limited to: any non-public information regarding the business, marketing, policies, plans,
procedures, strategies or techniques; research or development projects or results; trade secrets or other knowledge or
processes of or developed by the Company; names and addresses of Executives, suppliers or customers. Executive confirms that
such information is confidential and constitutes the exclusive property of the Company, and agrees that, immediately upon his
termination, whether by Executive or by the Company and whether during the term of this Agreement or subsequent to the
expiration of this Agreement, Executive shall deliver to the Company all correspondence, documents, books, records, lists,
computer programs and other writings relating to the Company's business.


 


(c) Both during his employment with the Company and following his termination for any reason, whether by Executive or by the Company
and whether during the term of this Agreement or following the expiration of the Agreement, Executive shall, upon reasonable notice,
furnish to the Company such information pertaining to his employment with the Company as may be in his possession. The Company
shall reimburse Executive for all reasonable expenses incurred by his in fulfilling his obligation under this subparagraph (c).


 


(d) The provisions of subparagraphs (a), (b) and (c) shall survive the cessation of Executive's employment for any reason, as well
as the expiration of this Agreement at the end of its term or at any time prior thereto.


 


(e) Executive agrees that if any or any portion of the foregoing covenants, or the application thereof, is construed to be invalid
or unenforceable, the remainder of such covenant or covenants or the application thereof shall not be affected and the remaining
covenant or covenants will then be given full force and effect without regard to the invalid or unenforceable portions. If any
covenant is held to be unenforceable because of the area covered, the duration thereof, or the scope thereof, Executive agrees
that the Court making such determination shall have the power to reduce the area and/or the duration, and/or limit the scope thereof,
and the covenant shall then be enforceable in its reduced form. If Executive violates any of the restrictions contained in subparagraphs
(a) or (b), the period of such violation (from the commencement of any such violation until such time as such violation shall
be cured by Executive to the satisfaction of the Company) shall not count toward or be included in the restrictive period contained
in subparagraphs (a) and (b).


 






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10. Entire Understanding. This Agreement contains the entire understanding between the Company and Executive with respect to
the subject matter hereof and supersedes all prior and contemporary agreements and understandings, inducements or conditions,
express or implied, written or oral, between the Company and Executive except as herein contained. The express terms hereof control
and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.


 


11. Modifications. This Agreement may not be modified orally but only by written agreement signed by Executive and the Company's
CEO or such other person as the Board may designate specifically for this purpose.


 


12. Provisions Separable. The provisions of this Agreement are independent of and separable from each other, and no provision
shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may
be invalid or unenforceable in whole or in part.


 


13. Consolidation, Merger or Sale of Assets. Nothing in this Agreement shall preclude the Company from consolidating or merging
into or with, or transferring all or substantially all of its assets to, another entity that assumes this Agreement and all obligations
and undertakings of the Company hereunder. Under such a consolidation, merger or transfer of assets and assumption, the term "the
Company" as used herein, shall mean such other entity and this Agreement shall continue in full force and effect.


 


14. Notice. "Notice", "Written Notice", or "Written Consent" under this agreement is deemed satisfied
by any written method of transmission, whether electronic or otherwise. Such written transmissions expressly include email and
text message transmissions. If notice of any fact is established by the acts of the Employee, "Notice", "Written
Notice", or "Written Consent" by the Employer shall be deemed waived.


 


15. No Attachment. Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation,
commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or to execution, attachment, levy or
similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall
be null, void and of no effect.


 


16. Binding Agreement. This Agreement shall be binding upon, and shall inure to the benefit of the Company and its successors,
representatives, and assigns and shall be binding upon Executive, his heirs, executors and legal representatives.


 


17. No Assignment by Executive. Executive acknowledges that the services to be rendered by his are unique and personal. Accordingly,
Executive may not assign or delegate any of his rights or obligations hereunder, except that he may assign certain rights hereunder
if agreed to in writing by the Board.


 






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18. Indulgences. Neither the failure nor any delay on the part of either party to exercise any right, remedy, power or privilege
under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or
privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any
waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy,
power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by
the party asserted to have granted such waiver.


 


19. Choice of Law and Forum. Any controversy between the parties to this Agreement regarding the construction, application,
or performance of any duty under this Agreement and any claim arising out of or relating to this Agreement or its breach shall
be governed by the laws of the State of California. Additionally, the forum for any such controversy shall be JAMS Arbitration,
Mediation, and ADR Service Center in Orange, California.


 


20. Mandatory Binding Arbitration. Any controversy between the parties to this Agreement regarding the construction, application,
or performance of any duty under this Agreement and any claim arising out of or relating to this Agreement or its breach shall
be submitted to mandatory binding arbitration. The cost of arbitration shall be governed by JAMS Commercial Arbitration Rules.


 


IN
WITNESS WHEREOF, the parties hereto, intending to be legally bound, have duly executed and delivered, this Agreement as of the
date first above written.


 





	Redwood
    Scientific Technologies, Inc.	 
	 	 
	By:	/s/
Jesse J. Thaler	 
	 	Jesse
    J. Thaler, General Counsel for Company	 
	 	 	 
	EXECUTIVE:	 
	 	 	 
	/s/ Jacques Poujade	 
	Jacques Poujade	 


 


 


  


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