**Exhibit10.53**

 

**SETTLEMENTAGREEMENT AND GENERAL RELEASE**

 

THIS AGREEMENT entered into this 28**day of January 2005 by and amongGunnar Engstrom (“Engstrom”), Advanced Cell Technology, Inc. (“ACT”) and A.C.T.Group, Inc. (“GROUP”);

 

WHEREAS, Engstrom and ACT acknowledge that on orabout September 5, 2001 Engstrom entered into an employment agreement withGROUP that provided for certain terms and conditions relating to compensationto be paid to Engstrom, including salary, severance pay and stock options,during the course of his employment and upon termination of the agreement; and

 

WHEREAS, since the execution of said agreement ACT has at all timesfulfilled the obligations of GROUP in accordance with the terms and conditionsof said employment agreement; and

 

WHEREAS, Engstrom has terminated his employment with ACT and theparties now mutually agree to amend and alter said employment agreement inaccordance with terms that are satisfactory to all parties;

 

NOW THEREFORE, the parties hereto hereby agree as follows:

 

1.                                      Upon execution of this agreement by Engstrom,ACT shall pay the gross sum of One Hundred Thousand ($100,000.00) Dollars toEngstrom, less applicable taxes.  Thepayment shall be made in two equal installments of Fifty Thousand ($50,000.00)Dollars each, the first upon receipt of a copy of this agreement executed byEngstrom and the second payment on March 1, 2005 or sooner, in the eventthat the services required by Engstrom under the terms and conditions of thisagreement have been satisfied.  In addition,ACT shall grant to Engstrom, options to purchase One Hundred Thousand

 

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(100,000) shares of ACT common stock.  The options shall have a strike price oftwenty-five cents ($0.25) per share and a cash-less exercise feature and shallhave a term of five (5) years.  ACT willforward a stock option agreement to Engstrom, within 15 days of the date of theexecution of this agreement.  Saidagreement will negotiated and executed no later than March 1, 2005, andshall be effective as of April 1, 2005.  The executed option agreement shall be held inescrow by counsel for Engstrom until April 1, 2005, the date to whichEngstrom has agreed to comply with the terms and conditions of paragraph 4 ofthis agreement.  ACT further agrees toforward to counsel for Engstrom, with the first payment of Fifty Thousand($50,000.00) Dollars, a fully executed copy of this agreement byrepresentatives of ACT and GROUP.

 

2.                                        Engstrom, ACT and GROUP, theirrepresentatives, heirs, successors and assigns do hereby mutually release andforever discharge each other and their parent, affiliated and subsidiarycorporations, their shareholders, officers, directors, agents, employees,attorneys, successors and assigns from any and all claims, rights, demands,actions, obligations, liabilities, and causes of action of any kind and natureand character whatsoever, which they may now have or ever have had against eachother as a result of the employment agreement and any obligations.

 

3.                                        Engstrom, ACT and GROUP further agree thatthey will not file, nor cause to be filed, in any court or any governmentalagency, any action, claim, or charge against each other arising from or inanyway connected with the employment agreement entered into between and amongEngstrom, ACT and GROUP.

 

4.                                        Engstrom agrees to assist ACT and GROUPtelephonically and in person with matters related to identifying andtransferring data relating to the finances and

 

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operation of ACT that he may currently be in possession of, on areasonable basis during the period from the execution of this agreement throughApril 1, 2005.  It is understood bythe parties that the “in person” assistance to be provided by Engstrom shall besubject to his availability and within the first 30 days after the execution ofthis agreement and shall not be more than 3 full business days.  Engstrom’s obligations under the precedingstatement explicitly excludes any additional consulting services requested byACT, which Engstrom agrees to provide to ACT, subject to availability, foradditional compensation.  Engstromfurther agrees upon the execution of this agreement that he will return to ACTand GROUP any and all confidential or proprietary information and materials,documents or records relating to ACT’s business that he may still have in hispossession, if any, including all documents related to ACT’s finances andfinancial conditions.  ACT shall withinfive (5) days of the execution of this agreement remove Engstrom’s name fromits webpage identifying him as the company’s Chief Financial Officer.

 

5.                                      Engstrom further agrees to hold allproprietary information in confidence and not to directly or indirectly,disclose, use, copy, publish, summarize, or remove from ACT’s premises anyproprietary information except as specifically authorized in writing by ACT.  As used in this paragraph, proprietaryinformation means any information in whatever form, tangible or intangible,directly related to the business of ACT or any affiliated company of ACT, unless(i) the information is or becomes publicly available through lawful means; (ii)the information was rightfully in Engstrom’s possession, or part of his generalknowledge, prior to his employment by ACT; or (iii) the information isdisclosed to Engstrom without confidential or proprietary restriction by athird party who

 

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rightfully possesses the information (without confidential orproprietary restriction) and did not learn of it, directly or indirectly, fromACT.

 

6.                                        ACT agrees to promptly pay to the applicablefederal or state agency, any and all taxes and other fees withheld on anyconsideration received by Engstrom under this Agreement.  Engstrom agrees that any tax that may bepayable on the consideration received by Engstrom as a result of thisagreement, beyond the taxes taken by ACT prior to payment is hisresponsibility.   Engstrom agrees toindemnify, defend and hold ACT harmless from and against any liability or claimfor any tax or other governmental contribution or any penalty on interestthereon that may be incurred or demanded as a result of the receipt of theconsideration provided for in this agreement.

 

7.                                        It is understood and agreed that thissettlement agreement shall not be deemed or construed at any time or for anypurpose as an admission of liability by Engstrom, ACT or GROUP.   Engstrom, ACT and GROUP expressly deny theliability for any and all claims.

 

8.                                        The parties desire to avoid and settlewithout litigation future disputes, which may arise between them relative tothis agreement.  Accordingly, the partiesagree to engage in good faith negotiations to resolve any dispute regarding theterms or obligations they have to each other under this agreement.  In the event they are unable to resolve anydispute by negotiation then the parties agree to submit the matter toarbitration.  The arbitration shall becommenced by Engstrom and ACT each selecting an arbitrator of his or its ownchoosing within 15 days after either party calling for arbitration and afterthe parties have exhausted all means of negotiation.  Thereafter, within 15 days of their selectionthe two designated arbitrators shall select a neutral third

 

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party arbitrator whose duty it will be to schedule a hearingdate(s) within 30 days of his/her appointment, hear and accept evidence, bothoral and written, and to render a decision, which shall be binding on theparties.

 

9.                                       Engstrom, ACT and GROUP agree thatindividuals of their own choice have represented them in the negotiation ofthis agreement; they have read this agreement and fully understand its effects.

 

10.                                 Copies of any correspondence or documentsrelating to this agreement and the performance of the terms contained hereinshall be forwarded to the following:

 

For Engstrom:

 

James D. O’Brien, Jr., Esq.

MOUNTAIN, DEARBORN & WHITING LLP

370 Main Street

Worcester, MA 01608

(508) 756-2423

 

For GROUP and ACT:

 

Gregory Bonfiglio, Esq.

Anthem Venture Partners

225 Arizona Avenue

Suite 200

Santa Monica, CA 90401

 

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11.                                 The laws of the Commonwealth of Massachusettsshall govern the terms of this agreement.  In the event that any term of this agreementshall be found to be null and void, the remaining terms shall continue to havefull force and effect.

 

 
|   | /s/ Gunnar Engstrom             |   |
|--------|---------------------------------|--------|
|   | Gunnar Engstrom                 |
|   |                            |
|   |                            |
|   | ADVANCED CELL TECHNOLOGY,  INC. |
|   |                            |
|   |                            |
|   | /s/ William M. Caldwell,  IV    |   |
|   | William M. Caldwell, IV         |   |
|   | Chief Executive Officer         |   |
|   |                            |
|   |                            |
|   | A.C.T. GROUP, INC.              |
|   |                            |
|   |                            |
|   | /s/ Michael West                |   |
|   | Michael West                    |   |

 

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