EX-10.1






Exhibit 10.1




Grant Life Sciences, Inc.




5511 CAPITAL CENTER DRIVE





RALEIGH, NC 27606



April 1, 2005



Mr. Don Rutherford


21775 Tahoe Lane


Lake Forest, CA 92630



Dear Don:



Please allow this letter to serve as the entire agreement between Grant Life Sciences, Inc. (the
“Company”) and you, Don Rutherford (the “Employee”) with respect to certain aspects of your
employment with the Company. The Company acknowledges and agrees that the Employee is and will
remain a partner of, and has and will retain an interest in, Tatum CFO Partners, LLP (“Tatum”),
which will benefit the Company in that the Employee will have access to certain Tatum resources.



Beginning Date




The Employee will work for the Company beginning on April 1, 2005.



Compensation




Salary: $125,000 annually (“Salary”) which shall be compensation for approximately 50% of
Employee’s time. Employee’s Salary may be increased from time to time, by the Company.



Cash Bonus: $tbd.



Equity: 750,000 shares: Options at $0.40 per share vesting 1/3 immediately and 2/3 monthly over 2
years



Other Compensation Provisions:



During the course of the Employee’s engagement hereunder, the Employee will remain a partner of
Tatum. As a partner of Tatum, Employee will share with Tatum a portion of his or her economic
interest in any stock options or equity bonus that the Company may grant the Employee and may also
share with Tatum a portion of any cash bonus and severance the Company may pay the Employee, to the
extent specified in that certain Part-Time Engagement Resources Agreement between the Company and
Tatum (the “Resources Agreement”). The Company acknowledges and consents to such arrangement.



Benefits




The Employee will be eligible for any Company employment retirement and/or 401(k) plan and for
vacation and holidays consistent with the Company’s policy as it applies to senior management, and
the Employee will be exempt from any delay periods required for eligibility.



In lieu of the Employee participating in the Company-sponsored employee medical insurance benefit,
the Employee will remain on his or her current medical plan. The Company will reimburse the
Employee for amounts paid by the Employee for such medical insurance for him/herself and (where
applicable) his/her family of up to $800 per month upon presentation of reasonable documentation of
premiums paid by the Employee. In accordance with the U.S. federal tax law, such amount will not
be considered reportable W-2 income, but instead non-taxable benefits expense.



The Employee must receive written evidence that the Company maintains directors’ and officers’
insurance to cover in an amount reasonably acceptable to the Employee at no additional cost to the
Employee, and the Company will maintain such insurance at all times while this agreement remains in
effect.



Furthermore, the Company will maintain such insurance coverage with respect to occurrences arising
during the term of this agreement for at least three years following the termination or expiration
of this agreement or will purchase a directors’ and officers’ extended reporting period, or “tail,”
policy to cover the Tatum Partner.



The Company agrees to indemnify the Employee to the full extent permitted by law for any losses,
costs, damages, and expenses, including reasonable attorneys’ fees, as they are incurred, in
connection with any cause of action, suit, or other proceeding arising in connection with the
Employee’s employment with the Company.



Termination




The Company may terminate the Employee’s employment for any reason upon at least 30 days’ prior
written notice to the Employee, such termination to be effective on the date specified in the
notice, provided that such date is no earlier than 30 days from the date of delivery of the notice.
Likewise, the Employee may terminate his or her employment for any reason upon at least 30 days’
prior written notice to the Company, such termination to be effective on the date 30 days following
the date of the notice. The Employee will continue to render services and to be paid during such
30-day period, regardless of who gives such notice. The Employee may terminate this agreement
immediately if the Company has not remained current in its obligations under this letter or the
Part-Time Engagement Resources Agreement between the Company and Tatum or if the Company engages in
or asks the Employee to engage in or to ignore any illegal or unethical conduct.



This agreement will terminate immediately upon the death or disability of the Employee. For
purposes of this agreement, disability will be as defined by the applicable policy of disability
insurance or, in the absence of such insurance, by the Company’s Board of Directors acting in good
faith.



The Employee’s salary will be prorated for the final pay period based on the number of days in the
final pay period up to the effective date of termination or expiration.



Severance Payment




If the termination of this agreement is within 90 days of the Beginning Date, the Employee will be
entitled to receive a Severance Payment (as defined below) equal to one month’s salary. After 90
days of employment, the Employee will be entitled to receive a Severance Payment equal to two
months’ salary. For each additional period of six months’ employment, the Employee will receive an
additional month’s salary as Severance Payment, provided that the Severance Payment will be limited
to a maximum of six months’ salary. If this agreement is terminated by the Company without cause or
the required notice, or by the Employee for cause, the Employee will be entitled to receive the
termination payments noted in this paragraph, plus one additional month’s compensation for early
termination, plus all cash bonuses, equity, and other compensation covered by this agreement will
vest immediately and become payable at the date of termination.



Miscellaneous




This agreement contains the entire agreement between the parties with respect to the matters
contained herein, superseding any prior oral or written statements or agreements.



The provisions in this agreement concerning the payment of salary and bonuses and severance will
survive any termination or expiration of this agreement.



The terms of this agreement are severable and may not be amended except in a writing signed by the
parties. If any portion of this agreement is found to be unenforceable, the rest of this agreement
will be enforceable except to the extent that the severed provision deprives either party of a
substantial portion of its bargain.



This agreement will be governed by and construed in all respects in accordance with the laws of the
State of California, without giving effect to conflicts-of-laws principles.



Each person signing below is authorized to sign on behalf of the party indicated, and in each case
such signature is the only one necessary.



Please sign below and return a signed copy of this letter to indicate your agreement with its terms
and conditions.



Sincerely yours,



	 	 	 
	Grant Life Sciences, Inc.

By: /s/ Stan Yakatan

Signature

Name: Stan Yakatan

	 	







	 
	 	 
	Title: Chairman Chief Executive Officer and

	 
	 	 
	President

	 	

	 
	 	 
	Acknowledged and agreed by:

	 
	 	 
	
 
	 	EMPLOYEE:
	
 
	 	/s/ Don Rutherford

(Signature)

Donald W Rutherford

Date: April 6, 2005