exv10w2



 



Exhibit 10.2






November 1, 2006




To: William B. Adams




From: International Stem Cell Corporation




Dear Bill:



The following sets for the terms of your proposed employment with International Stem Cell
Corporation (“ISCC”). ISCC hereby offers you employment with ISCC on the terms and conditions set
forth below, such employment to commence November 1, 2006. As referred to herein, “ISCC” shall
include the public entity of which ISCC expects to become a wholly owned subsidiary (the “Parent”)
through a pending “reverse merger takeover (the “RTO”) and Lifeline Cell Technology, LLC, as the
context requires.




	 	1.	 	You will be CFO of ISCC and Lifeline and report directly to the Boards of Directors
of those entities. Your duties and responsibilities will include the function of CFO and
all the responsibilities related there to. Responsibilities may be added, removed or
otherwise modified, as the Board deems necessary.

	 
	 	2.	 	You will serve on the Boards of both ISCC and Lifeline.

	 
	 	3.	 	You will receive a base salary of $180,000, payable semi-monthly. Your status will
be salary exempt. You will be entitled to 15 days paid vacation each year, accruing on a
monthly basis. You will be eligible for coverage under such group health plan and other
benefits as the Company provides to comparable employees.

	 
	 	4.	 	Employment with ISCC or Parent is at the mutual consent of the employee and the
company. Accordingly, while the company has every hope that employment relationships will
be mutually beneficial and rewarding, employees and the company retain the right to
terminate the employment relationship at will, at any time, with or without cause. Please
note that no individual has the authority to make any contrary agreement or
representation. Accordingly, this constitutes a final and fully binding integrated
agreement with respect to the at-will nature of the employment relationship.


	 
	 	5.	 	You agree to abide by the Company’s policies and procedures, including those set
forth in a Company Employee Handbook when such document is drafted. You will be required
to sign the signature page of this Employee Handbook when it is completed.





 


 









 











	 	6.	 	For a period of one year after your termination of employment for any reason, you
agree not to, directly or indirectly, hire, attempt to hire, induce or entice the hire of
or interview for hire any employee of ISCC or Lifeline or any former employee who had been
an employee at any time during the one year period prior to your termination.

	 
	 	7.	 	You further agree that you will upon termination of employment, return to ISCC and
Lifeline all books, records, computer files, manuals, customer lists and other written,
typed, printed, or electronic materials, whether furnished by ISCC or Lifeline or prepared
by you, which contain any information relating to the ISCC or Lifeline businesses, and you
further agree that you will neither make nor retain copies of such materials after
termination of employment.

	 
	 	8.	 	If you voluntary terminate your employment under this Agreement, you will not, for a
period of one year after you are no longer employed by ISCC or Lifeline, solicit customers
of ISCC or Lifeline directly or indirectly, either as a proprietor, stockholder, partner,
officer, employee, or otherwise of any other entity engaged in the stem cell business in
the United States, producing and/or selling same or substantially similar products and
services as ISCC or Lifeline produces and/or sells at such time your employment with ISCC
and/or Lifeline may terminate.

	 
	 	9.	 	In the event of any lawsuit or charge filed with an administrative agency, or other
form of litigation brought against or involving you as a result of alleged activity,
negligence, or any other conduct by you in connection with your duties and
responsibilities on behalf of ISCC or Lifeline, ISCC shall provide and pay for legal
defense on your behalf, as well as indemnify you against any judgment or other liability
that may result from such proceedings unless such activity or conduct represented willful
misconduct on your part.

	 
	 	10.	 	You will be required to sign an Employee Proprietary Information Agreement as well as
the necessary tax and benefit enrollment forms before starting full time employment. You
will also be required to provide proof of your identity and authorization to work in the
United States as required by Federal immigration laws.

	 
	 	11.	 	Bill, we look forward to you joining our effort and hope the opportunity will be
mutually rewarding. To confirm that you agree to the terms stated in this letter, please
sign, date and return the enclosed copy of this letter.






Sincerely,




International Stem Cell Corporation


 


 









 










By:   /S/ JEFFREY KRSTICH   

Jeffrey Krstich CEO



This will acknowledge my acceptance of this offer of employment.



	 	 	 
	/S/ WILLIAM B ADAMS
	 	 
	William B. Adams

	 	Date: November 1, 2006