**Exhibit 10.43**

 

**EMPLOYMENTAGREEMENT**

 

This Employment Agreement (this “Agreement”)is entered into on April 1, 2005, by and between Advanced Cell TechnologyHoldings, Inc., and its wholly owned subsidiary, Advanced Cell Technology, Inc.(collectively, “ACT”) and Jonathan F. Atzen (the “Executive”).

 

**1.****                                     ****Position and Duties**

 

A.                                   Position.  ACTagrees to employ EXECUTIVE in the position of Senior Vice President and GeneralCounsel (“GC”).  EXECUTIVE shall reportto the Chief Executive Officer (“CEO”) of ACT, and shall perform any and allduties now or hereafter assigned to EXECUTIVE by the CEO, as well as any otherduties consistent with the position of GC. Further, EXECUTIVE will be appointed Secretary of both corporations andin this capacity attend all Board of Director meetings and assist both theChairman of the Board and the CEO in matters pertaining to the board asassigned by the Chairman and/or CEO.  EXECUTIVEshall abide by ACT’s rules, regulations, and practices as they may fromtime-to-time be adopted or modified.

 

B.                                     Start Date.  The Executive shall commence full timeemployment on April 1, 2005 (the “Start Date”).

 

**2.****                                     ****Compensation**

 

A.**                                  ****Annual Salary.**  ACT shall pay EXECUTIVE an annual salary oftwo hundred forty-five thousand dollars ($245,000) (the “Annual Salary”).  The Annual Salary shall be paid in equal bi-monthlyinstallments, consistent with ACT’s regular pay practices.  Notwithstanding the aforementioned, until ACThas raised $10 million in investment capital (“Additional Capital”), EXECUTIVE’sAnnual Salary will commence at one hundred ninety-five thousand dollars ($195,000)annually.  In the event ACT raisesAdditional Capital, EXECUTIVE will be paid the difference between his initialsalary and the Annual Salary as if the Annual Salary had been effective fromthe Start Date.  For purposes of this Section 2A,the term “Additional Capital” shall mean any debt or equity financing of $10million or more raised by the Company subsequent to the Start Date but does notinclude the funds raised in connection with the Company’s Series APreferred Stock financing.

 

B.**                                    ****Bonus.**  Upon the successful completion of his jobresponsibilities, in addition to his Annual Salary, EXECUTIVE shall be eligibleto receive an annual bonus that will be determined by the CEO and the Board ofDirectors in their sole and absolute discretion.  EXECUTIVE shall

 

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be entitled to a one-time advance of an annualbonus in the amount of $40,000 payable in two installments of (1) $25,000on the Start Date and (2) $15,000 on June 1, 2005.

 

C.**                                    ****Expenses.**  ACT shall reimburse EXECUTIVE for reasonabletravel and other business expenses incurred by EXECUTIVE in the performance ofhis duties hereunder.  In addition, ACTshall reimburse Executive for all expenses related to maintaining active statusto practice law in the State of California including annual bar dues,continuing legal education and related educational seminars and conferences.  ACT shall reimburse the Executive for suchexpenses upon presentation of an itemized account and appropriate supportingdocumentation, all in accordance with ACT’s applicable policies.

 

**3.****                                     ****Benefits**

 

EXECUTIVE (and EXECUTIVE’s family members asapplicable) shall be entitled to receive benefits under the following benefitplans: group life insurance; medical insurance; disability insurance, and401K/retirement plan.  ACT shall providea matching contribution to EXECUTIVE’s 401 K/retirement plan.  ACT may modify, amend or terminate any or allsuch benefit plans at any time.  EXECUTIVE’srights under any benefit plans now in force or later adopted by ACT shall begoverned solely by the terms of the particular benefit plan.  The Executive shall be eligible toparticipate in any other employee benefit plan maintained by ACT for otherexecutive officers of ACT.  In addition,EXECUTIVE shall be entitled to the following:

 

A.**                                  ****Vacation:**  Three (3) weeksper year.

B.**                                    ****Sick Days:**  Ten (10) days per year.

 

Accrued but unused vacation will accrue to thenext calendar year and may not exceed six (6) weeks in aggregate.

 

**4.****                                     ****Stock Options**

 

Subject to that certain Consulting Agreement datedJanuary 14, 2005 by and between ACT and EXECUTIVE, ACT granted toEXECUTIVE an option to purchase four hundred thousand (400,000) shares of theCompany’s Common Stock at a strike price of $0.85 per share (the ***“Option”***) underthe Company’s employee Stock Option Plan (the ***“Plan”****). *The Options will vest over fortyeight (48) months as follows: 10% of the shares will be vested as of the StartDate and thereafter l/48th of the remaining number of shares willvest at the end of each full month of employment.  Vesting will be subject to EXECUTIVE’scontinued employment with the Company and the terms and conditions of the Planand a stock option agreement.  Except asspecifically set forth in this Section 4, EXECUTIVE’s rights under thePlan, or any other stock option plan later adopted by ACT, shall be governedsolely by the terms of the Plan, or the later adopted stock option plan.  Notwithstanding the foregoing upon a Changein Control (as defined in the Plan), fifty percent (50%) of the then unvestedOptions and any other outstanding equity awards shall accelerate.  In addition, the Executive will also beentitled to acceleration of Options pursuant to Section 10, below.

 

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**5.****                                     ****Confidentiality Agreement;Indemnification Agreement**

 

EXECUTIVE shall sign the Confidential Informationand Inventions Agreement (the “Confidentiality Agreement”) in the form attachedhereto as Exhibit A.  The Executivehereby represents and warrants to ACT that he will comply with all obligationunder the Confidentiality Agreement and further agrees that the provisions ofthe Confidentiality Agreement shall survive any termination of this Agreementor of the Executive’s employment relationship with ACT.  ACT indemnifies all officers and directors tothe maximum extent permitted by law.  EXECUTIVEshall execute ACT’s standard form of Indemnification Agreement, a copy of whichis attached hereto as Exhibit B.

 

**6.****                                     ****Termination of Employment**

 

EXECUTIVE understands and agrees that hisemployment has no specific term.  ThisAgreement, and the employment relationship, may be terminated by either partywith or without cause upon thirty (30) days written notice to the other.  Except as otherwise agreed in writing or asotherwise provided in this Agreement, upon termination neither ACT norEXECUTIVE shall have any further obligation to each other by way ofcompensation or otherwise.

 

**7.****                                     ****Separation Benefits**

 

Upon termination of EXECUTIVE’s employment withthe Company for any reason, EXECUTIVE will receive payment for all unpaidsalary and vacation accrued as of the date of his termination of employment,and his benefits will be continued under the ACT’s then existing benefit plansand policies for so long as provided under the terms of such plans and policiesand as required by applicable law.  Undercertain circumstances, and conditioned in each case upon EXECUTIVE’s executionof a release and waiver of claims against ACT, its officers and directors,EXECUTIVE will also be entitled to receive severance benefits as set forthbelow, but EXECUTIVE will not be entitled to any other compensation, award ordamages with respect to EXECUTIVE’s employment or termination.

 

(a)                                  Definitions.  For purposes of this Section 10, thefollowing definitions shall apply: ***“Disability”*****shall mean EXECUTIVE’s complete inabilityto perform his job responsibilities for a period of one hundred eighty (180)consecutive days or one hundred eighty (180) days in the aggregate in anytwelve (12) month period.  ***“Cause”*****means: (i) the failure to properlyperform EXECUTIVE’s job responsibilities, as determined reasonably and in goodfaith by the Board; (ii) commission of any act of fraud, gross misconductor dishonesty with respect to the Company; (iii) conviction of, or plea ofguilty or “no contest” to, any felony, or a crime involving moral turpitude; or(iv) material breach of the Confidentiality Agreement. ***“Good Reason”*****shall mean (i) any reduction in theAnnual Salary (other than a reduction that is applicable for the otherexecutive officers of ACT as a part of a general cost reduction program); (ii) anymaterial reduction in EXECUTIVE’s benefits (iii) a change in EXECUTIVE’sposition or title with ACT or a successor company that materially reducesEXECUTIVE’s stature or

 

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duties or (iv) a breach by ACT of any of thematerial terms, conditions or obligations of ACT under this Agreement that goesuncured for a period of 30 days

 

(b)                                 Termination forCause, Death, Disability, or Resignation.  Inthe event of EXECUTIVE’s termination for “Cause”, termination for death or “Disability,”or his resignation EXECUTIVE will not be entitled to any cash severancebenefits or additional vesting of any equity awards, including stock options.

 

(c)                                  Termination Without Cause or for Good Reason.  In the event of EXECUTIVE’s terminationwithout Cause or for Good Reason, EXECUTIVE will be entitled to (i) a lumpsum payment in an amount equal to six (6) months Annual Salary, subject tosuch payroll deductions and withholdings as are required by law; and (ii) acceleratedvesting of fifty percent (50%) of the then unvested shares subject to theOption and (iii) ACT shall reimburse EXECUTIVE for the costs of EXECUTIVE’Sgroup medical and dental insurance premiums under COBRA for six (6) months immediately followingtermination of this Agreement; thereafter, EXECUTIVE may continue such coverageat his own expense in accordance with ACT’s standard policies.

 

(d)                                 Change of Control.  In the event of EXECUTIVE’s terminationwithout Cause within twelve (12) months following a Change in Control, in lieuof the benefits set forth in subsection (c) above, you will beentitled to (i) a lump sum payment in an amount equal to six (6) monthsAnnual Salary, subject to such payroll deductions and withholdings as arerequired by law; and (ii) accelerated vesting of one-hundred percent(100%) of the then unvested shares subject to the Option.

 

**8.****                                     ****Turnover on Termination**

 

EXECUTIVE agrees that on or before termination ofemployment, he will return to ACT all originals and copies of all or any partof:

 

a.               Lists and sourcesof clients;

 

b.              Proposals toclients or drafts of proposals;

 

c.               Reports, jobnotes, specifications, and drawings pertaining to clients;

 

d.              Any and all otherthings, equipment, and written materials obtained by EXECUTIVE during thecourse of employment from ACT or any client of ACT.

 

e.               Any and allinventions or intellectual property developed by EXECUTIVE during the course ofemployment.

 

**9.****                                     ****Arbitration**

 

Except for injunctive proceedings againstunauthorized disclosure of confidential information, any and all claims orcontroversies between ACT and EXECUTIVE, including but not limited to

 

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(1) those involving the construction orapplication of any of the terms, provisions, or conditions of this Agreement; (2) allcontract or tort claims of any kind; and (3) any claim based on anyfederal, state or local law, statute, regulation or ordinance, including claimsfor unlawful discrimination or harassment, shall be settled by arbitration inaccordance with the then current Employment Dispute Resolution Rules ofthe American Arbitration Association.  Judgmenton the award rendered by the arbitrator(s) may be entered by any court havingjurisdiction thereof.  The location ofthe arbitration shall be San Francisco, California.  Unless the parties mutually agree otherwise,the arbitrator shall be a retired judge selected from a panel provided by theAmerican Arbitration Association, or the Judicial Arbitration and MediationService (JAMS).

 

ACT shall pay the arbitrators fees and costs.  Each party shall pay for its own costs andattorneys’ fees, if any.  However, if anyparty prevails on a statutory claim which affords the prevailing partyattorneys’ fees, the arbitrator may award reasonable attorneys’ fees and coststo the prevailing party.

 

EXECUTIVE UNDERSTANDS AND AGREES THAT THISAGREEMENT TO ARBITRATE CONSTITUTES A WAIVER OF HIS RIGHT TO A TRIAL BY JURY OFANY MATTERS COVERED BY THE ARBITRATION AGREEMENT.

 

**10.****                              ****Severability**

 

In the event that any of the provisions of thisAgreement shall be held to be invalid or unenforceable in whole or in part,those provisions to the extent enforceable and all other provisions shallnevertheless continue to be valid and enforceable as though the invalid orunenforceable parts had not been included in this Agreement.  In the event that any provision relating tothe time period of restriction shall be declared by a court of competentjurisdiction to exceed the maximum time period such court deems reasonable andenforceable, then the time period of restriction deemed reasonable andenforceable by the court shall become and shall thereafter be the maximum timeperiod.

 

**11.****                              ****Agreement Read andUnderstood**

 

EXECUTIVE acknowledges that he hascarefully read the terms of this Agreement, that he has had an opportunity toconsult with a representative of his own choosing regarding this Agreement,that he understands the terms of this Agreement, and that he is entering thisAgreement of his own free will.

 

**12.****                              ****Complete Agreement,Modification; Successors**

 

This Agreement is the complete agreement betweenthe parties on the subjects contained herein and supersedes all previouscorrespondence, promises, representations, and agreements, if any, eitherwritten or oral including that certain Consulting Agreement dated January 14,2005, by and between ACT and EXECUTIVE.  Noprovision of this Agreement may be modified except by a

 

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written document signed both by the ACT andEXECUTIVE.  EXECUTIVE understands andagrees that he will be required by the Company to execute a comprehensiveProprietary Information Agreement.  ThisAgreement shall be binding upon any successor (whether direct or indirect andwhether by purchase, lease, merger, consolidation, liquidation or otherwise) toall or substantially all of ACT’s business and/or assets.

 

**13.****                              ****Governing Law**

 

This Agreement shall be construed and enforcedaccording to the laws of the State of California.

 

 
|   |    |   | EXECUTIVE:                                                         |   |
|--------|---------|--------|--------------------------------------------------------------------|--------|
|   |    |   |                                                               |   |
| Dated: | 4.01.05 |   | /s/ Jonathan F. Atzen                                              |   |
|   |    |   | Jonathan F. Atzen                                                  |   |
|   |    |   |                                                               |   |
|   |    |   | ACT:                                                               |   |
|   |    |   |                                                               |   |
|   |    |   | A.C.T Holdings, Inc. and Advanced Cell  Technology, Inc. |
|   |    |   |                                                               |   |
|   |    |   |                                                               |   |
| Dated: | 4/11/05 |   | /s/ William M. Caldwell                                            |   |
|   |    |   | ** **                                                         |   |
|   |    |   | By: William M. Caldwell                                            |   |
|   |    |   | Title: Chief Executive Officer                                     |   |

 

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