**Exhibit 10.41**

 

**EMPLOYMENTAGREEMENT**

 

Advanced Cell Technology Holdings, Inc.,and its wholly owned subsidiary (collectively referred to as “ACT”) desire toretain the services of James G. Stewart (“STEWART”) in the capacity of SeniorVice President Finance and Chief Financial Officer; and STEWART desires toprovide his services to ACT in that capacity. Accordingly, for and in consideration of the commitments set forthherein, ACT and STEWART agree as follows:

 

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

 

ACT agrees to employ STEWART in the position ofSenior Vice President of Finance and Chief Financial Officer (CFO).  STEWART shall report to the Chief ExecutiveOfficer (CEO) of ACT, and shall perform any and all duties now or hereafterassigned to STEWART by the CEO of ACT, as well as any other duties consistentwith the position of CFO.  STEWART shallabide by ACT’s rules, regulations, and practices as they may from time-to-timebe adopted or modified.

 

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

 

**A.****                                   ****Annual Salary.  **STEWART’s annualsalary shall be two hundred thirty five thousand dollars ($235,000.00).  Not withstanding the aforementioned, untilsuch time as ACT has raised $10 million in investment capital, STEWART will bepaid at the reduced rate of one hundred eighty five thousand dollars ($185,000)annually.  After ACT has raised $10million in capital, STEWART will be paid the difference between his annualsalary and cash paid pursuant to this employment agreement.  STEWART’s salary shall be paid in equalbi-monthly installments, consistent with ACT’S regular pay practices.  STEWART’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, STEWART shall be eligible to receive an annual bonus that will bedetermined by the CEO and the Board of Directors in their sole and absolutediscretion.

 

**C.****                                   ****Expenses:  **ACT shallreimburse STEWART for reasonable travel and other business expenses incurred bySTEWART in the performance of his duties hereunder.  If it is determined that the company willlocate their headquarters outside of Southern California, the company will payfor Stewart’s reasonable moving expenses pre-approved by the CEO.  Such moving expenses will include costs incurredon the sale of his home, purchase of his new home, and direct moving expenses,provided that no “points” will be reimbursed in connection with the purchase ofa home and ACT shall bear no responsibility or financial obligation for lossesincurred upon the sale of STEWART’s property. ACT will tax equalize any reimbursements to STEWART deemed to be taxableincome to ensure that actual out of pocket cash costs related to relocation are

 

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reimbursed. STEWART may elect to wait until the company has raised $10 million innew capital before relocating.  If thisdecision is made by Stewart, the company will pay for commuting and reasonableper diem costs until such time as the above requirement is achieved.

 

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

 

STEWART shall be entitled to receive benefitsunder the following benefit plans: group life insurance; medical insurance;disability insurance, and 401K/retirement plan. ACT may modify, amend or terminate any or all such benefit plans at anytime.  STEWART's rights under any benefitplans now in force or later adopted by ACT shall be governed solely by theterms of the particular benefit plan.  Inaddition, STEWART shall be entitled to the following:

 

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

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

 

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

 

In connection with a Consulting Agreement betweenSTEWART and ACT dated January 14, 2005, ACT has previously granted STEWARTan option to purchase the Company’s Common Stock (the ***“Option”***)**under theCompany’s employee Stock Option Plan (the *“**Plan**”*)**in an amount equal to 400,000 ofthe Company’s outstanding shares (inclusive of option reserve and warrants).  The Options will vest over forty eight (48)months as follows: 5% of the shares are vested pursuant to the ConsultingAgreement as of the Employment Date and thereafter 1/48th of the remaining number of shares willvest at the end of each full month of employment.  Vesting will depend on STEWART’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, STEWART’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: (i) upon aChange in Control (as defined in the Plan), the vesting of fifty percent (50%)of the then un-vested portion of the Option and any other outstanding equityawards will be accelerated.

 

**5.****                                     ****Competitive Activities**

 

During the term of STEWART’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.STEWART 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. STEWART has accepted the limitations ofthis Section 5 as a reasonably practicable and unrestrictive means ofpreventing such use or disclosure.

 

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

 

Any and all inventions, discoveries, improvementsor intellectual property which STEWART 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, apparatus, 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 STEWART may have acquired in connection with an invention,discovery, improvement or intellectual property for which no equipment,supplies, facility, or trade secret information of the ACT was used and whichwas developed entirely on the STEWART’s own time and (a) which does notrelate directly or indirectly to the business of ACT or to ACT’s actual ordemonstrable anticipated research or development, or (b) which does notresult from any work performed by STEWART for ACT.

 

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

 

STEWART agrees to disclose promptly to ACT allsuch improvements, discoveries, or inventions which STEWART 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.  STEWARTagrees to make such disclosures understanding that they will be received inconfidence and that, among other things, they are for the purpose ofdetermining whether or not rights to the related invention, discovery,improvement or intellectual property is the property of ACT.

 

**8.****                                     ****Confidential and ProprietaryInformation**

 

During his employment, STEWART will 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: (1) the informationis or becomes publicly known through lawful means; (ii) the informationwas rightfully in STEWART’s possession prior to his employment with ACT; or (iii) theinformation is disclosed

 

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to STEWART without a confidential restriction by athird party who rightfully possesses the information and did not obtain it,either directly or indirectly, from ACT.

 

STEWART understands and agrees that allconfidential information will be kept confidential by STEWART both during andafter his employment under this Agreement. STEWART further agrees that he willnot, without the prior written approval by ACT, disclose such confidentialinformation, or use such confidential information in any way, either during theterm of this Agreement or at any time thereafter, except as required in thecourse of his employment.

 

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

 

STEWART understands and agrees that his employmenthas no specific term.  This Agreement,and the employment relationship, may be terminated by either party with orwithout 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 nor STEWARTshall have any further obligation to each other by way of compensation orotherwise.

 

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

 

**(a)****                                 ****Definitions.  **For purposes ofthis Section 10, the following definitions shall apply: ***“Disability”*****shall mean STEWART’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 STEWART’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; (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 STEWART’stermination for “Cause”, termination for death or “Disability,” or hisResignation STEWART will not be entitled to any cash severance benefits oradditional vesting of any Company equity awards, including Company stockoptions.

 

**(c)****                                 ****Termination Without Cause.**  Inthe event of STEWART’s termination without “Cause,” he will be entitled to (i) alump sum payment in an amount equal to six (6) months base salary, subjectto such payroll deductions and withholdings as are required by

 

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law; and (ii) accelerated vesting of fiftypercent (50%) of the then-unvested shares subject to the Option.

 

**(d)****                                 ****Change of Control.**  In the event of STEWART’s terminationwithout “Cause” within twelve (12) months following a Change in Control, inlieu of the benefits set forth in subsection (c) above, you will beentitled to (i) a lump sum payment in an amount equal to six (6) monthsbase 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.  For purposes of this section, change incontrol shall mean purchase of more than 50% of the outstanding securities ofACT where the acquiring shareholders change, or control, a majority of theBoard of Directors of ACT.  In addition,if following a change in control, STEWART’s principal role or responsibilitiesare diminished, or he is asked to move geographical location, such events wouldbe deemed to be a Termination without Cause for purposes of this agreement.

 

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

 

STEWART 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 STEWART during the courseof employment from ACT or any client of ACT.

 

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

 

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

 

Except for injunctive proceedings againstunauthorized disclosure of confidential information, any and all claims orcontroversies between ACT and STEWART, including but not limited to (1) thoseinvolving the construction or application of any of the terms, provisions, orconditions of this Agreement; (2) all contract or tort claims of any kind;and (3) any claim based on any federal, state or local law, statute,regulation or ordinance, including claims for unlawful discrimination orharassment, shall be settled by arbitration in accordance with the then currentEmployment Dispute Resolution Rules of the American ArbitrationAssociation. Judgment on the award rendered by the arbitrator(s) may be enteredby any court having jurisdiction thereof. The location of the 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).

 

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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.

 

STEWART UNDERSTANDS AND AGREES THAT THIS AGREEMENTTO ARBITRATE CONSTITUTES A WAIVER OF HIS RIGHT TO A TRIAL BY JURY OF ANY MATTERSCOVERED 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.

 

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

 

STEWART acknowledges that he has carefullyread the terms of this Agreement, that he has had an opportunity to consultwith a representative of his own choosing regarding this Agreement, that heunderstands the terms of this Agreement, and that he is entering this agreementof 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, including, but not limited to, the Consulting Agreementbetween Stewart and ACT dated January 14, 2005.  No provision of this Agreement may bemodified except by a written document signed both by the ACT and STEWART.  STEWART understands and agrees that he willbe required by the Company to execute a comprehensive Proprietary InformationAgreement.

 

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

 

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

 

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| Dated: | 3/13/05 |   | /s/ James G. Stewart                    |   |
|--------|---------|--------|-----------------------------------------|--------|
|   |    |   | **James G. Stewart**                    |   |
|   |    |   |                                    |   |
|   |    |   |                                    |   |
| Dated: | 3/13/05 |   | /s/ William M. Caldwell                 |   |
|   |    |   | **Advanced Cell Technology, Inc.** |   |
|   |    |   | By: William M. Caldwell                 |   |
|   |    |   | Title: Chief Executive Officer          |   |

 

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