**Exhibit 10.47**

 

**EMPLOYMENTAGREEMENT**

 

Advanced CellTechnology, Inc. (“ACT”) desires to retain the services of David Larocca, PhD(“LAROCCA”) in the capacity of **Associate Director**;and desires to provide his services to ACT in that capacity.  Accordingly, for and in consideration of thecommitments set forth herein, ACT and LAROCCA agree as follows:

 

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

 

ACT agrees to employ LAROCCA in the position of AssociateDirector.  LAROCCA shall report tothe Chief Scientific Officer (“CSO”) of ACT, and shall perform any and allduties now or hereafter assigned to LAROCCA by the CSO of ACT, as well as anyother duties consistent with the position of Associate Director.  LAROCCA shall abide by ACT’s rules,regulations, and practices as they may from time-to-time be adopted ofmodified.

 

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

 

**A.****                                   ****Annual Salary.**  ACT shall pay LAROCCA an annual salary of onehundred twenty-five thousand dollars ($125,000.00).  LAROCCA’s salary shall be paid in equalbi-monthly installments, consistent with ACT’S regular pay practices.  LAROCCA’s salary may be adjusted fromtime-to-time by ACT without affecting this Agreement.

 

**B.****                                   ****Bonus:** Upon thesuccessful completion of his job responsibilities, in addition to his AnnualSalary.  LAROCCA shall be eligible to receivean annual bonus that will be recommended by the CSO and approved by the CEO andthe Board of Director’s of ACT in their sole and absolute discretion.  Not withstanding the above, LAROCCA will beincented upon successfully obtaining up to five grants for fiscal 2005.  **For each grant awarded byhis 2005 efforts he will be issued 5000 shares of company stock to be vested inaccordance with the****Employee Stock Ownership Plan.**

 

**C.****                                   ****Expenses:** ACT shallreimburse LAROCCA for reasonable travel and other business expenses incurred byLAROCCA in the performance of his duties hereunder.  If you and the company mutually agree to haveyou relocated, the company will pay for all moving and relocation expenses upto $15,000.

 

**3.****                                      Benefits**

 

LAROCCA shall be entitled to receive benefitsunder the following benefit plans: group life insurance; medical insurance;disability insurance, end 401K/retirement plan. The company will provide coverage from the first day of employmentfor LAROCCA’s medical insurance.  ACT

 

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may modify, amend or terminate any or all suchbenefit plans at any time.  LAROCCA’srights under any benefit plans now in force or later adopted by ACT shall begoverned solely by the terms of the particular benefit plan.  In addition, LAROCCA shall be entitled to thefollowing:

 

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

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

 

**4.****                                     ****Stock Options****.**  Subject to the approval of the ACT Board ofDirectors, ACT will grant LAROCCA an option to purchase the Company’s CommonStock (the ***“Option”***)**underthe Company’s employee Stock Option Plan (the ***“Plan”***)**in an amount equal to 40,000 ofthe Company’s outstanding shares (inclusive of option reserve and warrants).  The Options will vest over forty eight (48)months as follows: there will be a 90 day probation period and thereafter 1/45th of the remaining number of shares willvest at the end of each full month of employment.  Vesting will depend on LAROCCA’s continuedemployment with the Company and will be subject to the terms and conditions ofthe Plan and a Stock Option Agreement.  Exceptas specifically set forth in this Section 4,**LAROCCA’s rights under the Plan, or any other stock optionplan later adopted by ACT, shall be governed solely by the terms of the Plan,or the later adopted stock option plan.

 

**5.****                                      CompetitiveActivities**

 

During the term of LAROCCA’s employment with ACTand for one (1) year thereafter, you shall not for himself or any thirdparty, directly or indirectly (a) divert or attempt to divert from ACT anybusiness of any kind, including, without limitation, the solicitation of orinterference with any of its members, sponsors, employees, volunteers, officersor directors, (b) employ, solicit for employment or recommend foremployment any person employed by ACT, or (c) engage in the formation orpromotion of, or be employed by, any entity that is competitive with ACT.LAROCCA acknowledges that there is a substantial likelihood that the activitiesdescribed in this Section 5 would involve the unauthorized use ordisclosure of the ACT’s Proprietary Information and that use or disclosurewould be extremely difficult to detect.  LAROCCAhas accepted the limitations of this Section 5 as a reasonably practicableand unrestrictive means of preventing such use or disclosure.

 

**6.****                                     ****Inventions/IntellectualProperty Belong to ACT**

 

Any and all inventions, discoveries, improvementsor intellectual property which LAROCCA has conceived or made or may conceive ormake during the period of employment relating to or in any way pertaining to orconnected with the systems, products, apparants, or methods employed,manufactured, constructed or researched by ACT shall be the sole and exclusiveproperty of ACT.

 

The obligations provided for by this Agreement,except for the requirements as to disclosure in paragraph 7, do not apply toany rights LAROCCA may have acquired in connection with an invention,discovery, improvement or intellectual property for which no equipment,supplies,

 

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facility, or trade secret information of the ACTwas used and which was developed entirely on the LAROCCA’s own time and (a) whichdoes not relate directly or indirectly to the business of ACT or to ACT’sactual or demonstrable anticipated research or development, or (b) whichdoes not result from any work performed by LAROCCA for ACT.

 

**7.****                                     ****Disclosure of Inventions**

 

LAROCCA agrees to disclose promptly to ACT allsuch improvements, discoveries, or inventions which LAROCCA has made or maymake solely, jointly, or commonly with others, and to assign as appropriatesuch improvements, discoveries, inventions or intellectual property to ACT,where the rights are the property of ACT, and agrees to execute and sign anyand all applications, assignments, or other instruments which ACT may deemnecessary in order to enable it, at its expense, to apply for, prosecute, andobtain Letters Patent of the United States or foreign countries for saidimprovements, discoveries, inventions or intellectual property, or in order toassign or convey to or vest in ACT the sole and exclusive right, title, andinterest in and to said improvements, discoveries, inventions, or patents.

 

This paragraph is applicable whether or not theinvention, discovery, improvement or intellectual property was made under thecircumstances described in paragraph 6.  LAROCCA agrees to make suchdisclosures understanding that they will be received in confidence and that,among other things, they are for the purpose of determining whether or notrights to the related invention, discovery, improvement or intellectualproperly is the property of ACT.

 

**8.**                                      **Confidential and Proprietary Information**

 

During his employment, LAROCCA may have access toconfidential information relating to such matters as ACT’s trade secrets,systems, procedures, manuals, products, and clients.  For purposes of this Agreement, “confidentialinformation” means all information and ideas, in any form, relating in anymanner to the business of ACT or its clients, unless: (i) the informationis or becomes publicly known through lawful means; (ii) the informationwas rightfully in LAROCCA’s possession prior to his employment with ACT; or (iii) theinformation is disclosed to LAROCCA without a confidential restriction by athird party who rightfully possesses the information and did not obtain it,either directly or indirectly, from ACT.

 

LAROCCA understands and agrees that allconfidential information will be kept confidential by LAROCCA both during andafter his employment under this Agreement. LAROCCA further agrees that he will not, without the prior written approvalby ACT, disclose such confidential information, or use such confidentialinformation in any way, either during the term of this Agreement or at any timethereafter, except as required in the source of his employment.

 

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**9.****                                     ****Termination of Employment**

 

LAROCCA understands and agrees that his/heremployment 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 as otherwiseprovided in this Agreement, upon termination neither ACT nor LAROCCA shall haveany further obligation to each other by way of compensation or otherwise.

 

**10.****                              ****Separation Benefits****.**  Upon termination of LAROCCA’s employment withthe Company for any reason, LAROCCA will receive payment for all unpaid salary andvacation accrued as of the date of his termination of employment, and hisbenefits will be continued under the ACT’s then existing benefit plans and policiesfor so long as provided under the terms of such plans and policies and asrequired by applicable law.  Undercertain circumstances, and conditioned in each case upon LAROCCA’s execution ofa release and waiver of claims against ACT, its officers and directors.  LAROCCA will also be entitled to receiveseverance benefits as set forth below, but LAROCCA will not be entitled to anyother compensation, award or damages with respect to your employment ortermination.

 

**(a)****                                 ****Definitions.**  For purposes of this Section 10, thefollowing definitions shall apply: ***“Disability”*** shall mean LAROCCA’s complete inability to perform his job responsibilitiesfor a period of one hundred eighty (180) consecutive days or one hundred eighty(180) days in the aggregate in any twelve (12) month period.  ***“Cause”*****means: (i) the failure to properly performLAROCCA’s job responsibilities, as determined reasonably and in good faith bythe Board; (ii) commission of any act of fraud, gross misconduct or dishonestywith respect to the Company; (iii) conviction of, or plea of guilty or “nocontest” to, any felony, or a crime involving moral turpitude; (iv) breachof any proprietary information and inventions agreement with the Company; or (v) failureto follow the lawful directions of the Board.

 

**(b)****                                 ****Termination for Cause,Death, Disability, or Resignation.**  In the event of LAROCCA’s terminationfor “Cause”, termination for death or “Disability,” or his Resignation LAROCCAwill not be entitled to any cash severance benefits or additional vesting ofany Company equity awards, including Company stock options.

 

**(c)****                                 ****Termination Without Cause****.**  In the event of LAROCCA’s termination without “Cause,” he will beentitled to (i) a lump sum payment in an amount equal to three (3) monthsbase salary, subject to such payroll deductions and withholdings as arerequired by law, and (ii) accelerated vesting of fifty percent (50%) ofthe then-unvested shares subject to the Option.

 

**11.****                              ****Turnover on Termination**

 

LAROCCA 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;

 

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

 

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

 

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

 

**12.****                              ****Arbitration**

 

Except for injunctive proceedings againstunauthorized disclosure of confidential information, any and all claims or controversiesbetween ACT and LAROCCA, including but not limited to (1) those involvingthe construction or application of any of the terms, provisions, or conditionsof this Agreement; (2) all contract or tort claims of any kind; and (3) anyclaim based on any federal, state or local law, statute, regulation orordinance, including claims for unlawful discrimination or harassment, shall besettled by arbitration in accordance with the then current Employment DisputeResolution Rules of the American Arbitration Association. Judgment on theaward 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.

 

LAROCCA UNDERSTANDS AND AGREES THAT THIS AGREEMENTTO ARBITRATE CONSTITUTES A WAIVER OF HIS/HER RIGHT TO A TRIAL BY JURY OF ANYMATTERS COVERED BY THE ARBITRATION AGREEMENT.

 

**13.****                               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.

 

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**14.****                              ****Agreement Read andUnderstood**

 

LAROCCA acknowledgesthat he has carefully read the terms of this Agreement, that be has had anopportunity to consult with a representative of his own choosing regarding thisAgreement, that he understands the terms of this Agreement, and that he isentering this agreement of his own free will.

 

**15.****                              ****Complete Agreement,Modification**

 

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.  No provision of thisAgreement may be modified except by a written document signed both by the ACTand LAROCCA.  LAROCCA understands andagrees that he will be required by the Company to execute a comprehensiveProprietary Information Agreement.

 

**16.****                              ****Governing Law**

 

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

 

 
| Dated: | 2-9-05  |   | /s/ David Larocca                       |   |
|--------|---------|--------|-----------------------------------------|--------|
|   |    |   | **David Larocca, PhD**             |   |
|   |    |   |                                    |   |
|   |    |   |                                    |   |
| Dated: | 2/10/05 |   | /s/ William M. Caldwell                 |   |
|   |    |   | **Advanced Cell Technology, Inc.** |   |
|   |    |   | By: William M. Caldwell                 |   |
|   |    |   | Title: Chief Executive Officer          |   |
|        |         |        |                                         |        |  |

 

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