Exhibit 10.3


 





Amended
and Restated EMPLOYMENT AGREEMENT


 


This Employment
Agreement (“Agreement”) is made as of the 22nd day of May, 2014 (the “Effective Date”), between Advanced
Cell Technology, Inc., a Delaware corporation (the “Company”), and Edward Myles (the “Executive”).


 


WHEREAS,
the Company and the Executive are parties to that certain Executive Employment Agreement, dated May 20, 2013 (the “Prior
Agreement”);


 


WHEREAS,
the Company and the Executive desire to amend and restate the Prior Agreement in its entirety as of the Effective Date;


 


WHEREAS,
the Board of Directors of the Company (the “Board”) has approved and authorized the entry into this Agreement with
Executive.





 


NOW, THEREFORE,
in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties agree as follows:


 


1.Position
and Duties. The Executive shall serve as the Chief Operating Officer and Chief Financial Officer, of the Company, and shall
have such powers and duties as may from time to time be prescribed by the Board of Directors of the Company (the “Board”),
the Chief Executive Officer of the Company (the “CEO”) or other authorized executive. The Executive shall devote
his full working time and efforts to the business and affairs of the Company. Notwithstanding the foregoing, the Executive may
serve on other boards of directors, with the approval of the Board, or engage in religious, charitable or other community activities
as long as such services and activities are disclosed to the Board and do not interfere with the Executive’s performance
of his duties to the Company as provided in this Agreement.


 


2.Compensation
and Related Matters.


 


(a)Base
Salary. The Executive’s 2014 base salary shall be paid at the rate of $360,000 per year. The Executive’s base salary
may be redetermined annually by the Board or the Compensation Committee. The annual base salary in effect at any given time
is referred to herein as “Base Salary.” The Base Salary shall be payable in a manner that is consistent with the Company’s
usual payroll practices for senior executives.


 


(b)Incentive
Compensation. Commencing in FY 2014, the Executive shall be eligible to receive cash incentive compensation as determined by
the Board or the Compensation Committee from time to time. The Executive’s target annual incentive compensation shall
be 35% percent of his Base Salary. To earn incentive compensation, the Executive must be employed by the Company on the day such
incentive compensation is paid.


 


(c)Expenses.
The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in performing
services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its senior
executive officers.


 




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 (d)Other
Benefits. The Executive shall be eligible to participate in or receive benefits under the Company’s employee benefit
plans, including any executive equity compensation plans, in effect from time to time, subject to the terms of such plans.


 


(e)Vacations.
The Executive shall be entitled to accrue up to twenty-five (25) paid vacation days in each year, which shall be accrued ratably,
subject to an accrual cap of five (5) weeks. The Executive shall also be entitled to all paid holidays given by the Company to
its executives.


 


3.Termination.
The Executive’s employment hereunder may be terminated without any breach of this Agreement under the following circumstances:


 


(a)Death.
The Executive’s employment hereunder shall terminate upon his death.


 


(b)Disability.
The Company may terminate the Executive’s employment if he is disabled and unable to perform the essential functions of the
Executive’s then existing position or positions under this Agreement with or without reasonable accommodation for a period
of 180 days (which need not be consecutive) in any 12-month period. If any question shall arise as to whether during any period
the Executive is disabled so as to be unable to perform the essential functions of the Executive’s then existing position
or positions with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the
Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’s
guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue,
and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with
any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall
fail to submit such certification, the Company’s determination of such issue shall be binding on the Executive. Nothing in
this Section 3(b) shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation,
the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C.
§12101 et seq.


 


(c)Termination
by Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this
Agreement, “Cause” shall mean: (i) conduct by the Executive constituting a material act of misconduct in connection
with the performance of his duties, including, without limitation, misappropriation of funds or property of the Company or any
of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes;
(ii) the indictment, formal charge, or conviction of the Executive of any felony or a misdemeanor involving moral turpitude, deceit,
dishonesty or fraud, or any conduct by the Executive that would reasonably be expected to result in material injury or material
reputational harm to the Company or any of its subsidiaries and affiliates if he were retained in his position; (iii) continued
non-performance by the Executive of his duties hereunder (other than by reason of the Executive’s physical or mental illness,
incapacity or disability) which has continued for more than 30 days following written notice of such non-performance from the Board
of Directors or the CEO; (iv) a material breach by the Executive of any of the provisions contained in Section 8 of this Agreement;
(v) a material violation by the Executive of the Company’s written employment policies, including, without limitation, any
insider trading policies (or related procedures) in effect from time to time; or (vi) failure to cooperate with a bona fide internal
investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate,
or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the
inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation.


 




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(d)Termination
Without Cause. The Company may terminate the Executive’s employment hereunder at any time without Cause. Any termination
by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under
Section 3(c) and does not result from the death or disability of the Executive under Section 3(a) or (b) shall be deemed a termination
without Cause.


 


(e)Termination
by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited
to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good
Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution
in the Executive’s responsibilities, authority or duties; (ii) a material diminution in the Executive’s Base Salary
except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially
all senior management employees of the Company; (iii) a change in the principal location at which the Executive provides services
to the Company of 50 miles or more; or (iv) the material breach of this Agreement by the Company (each a “Good Reason Condition”).
Notwithstanding the foregoing, a suspension of the Executive’s responsibilities, authority and/or duties for the Company
during any portion of a bona fide internal investigation or an investigation by regulatory or law enforcement authorities shall
not be a Good Reason Condition. “Good Reason Process” shall mean that (I) the Executive reasonably determines in good
faith that a Good Reason Condition has occurred; (II) the Executive notifies the Company in writing of the first occurrence of
the Good Reason Condition within 60 days of the first occurrence of such condition; (III) the Executive cooperates in good faith
with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to
remedy the Good Reason Condition; (IV) notwithstanding such efforts, the Good Reason Condition continues to exist; and (V) the
Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason Condition
during the Cure Period, Good Reason shall be deemed not to have occurred.


 


(f)Notice
of Termination. Except for termination as specified in Section 3(a), any termination of the Executive’s employment by
the Company or any such termination by the Executive shall be communicated by written Notice of Termination to the other party
hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon.


 


(g)Date
of Termination. “Date of Termination” shall mean: (i) if the Executive’s employment is terminated by his
death, the date of his death; (ii) if the Executive’s employment is terminated on account of disability under Section 3(b)
or by the Company with or without Cause under Sections 3(c) or 3(d), the date on which Notice of Termination is given; (iii) if
the Executive’s employment is terminated by the Executive under Section 3(e) without Good Reason, 30 days after the date
on which a Notice of Termination is given, and (iv) if the Executive’s employment is terminated by the Executive under Section
3(e) with Good Reason, the date on which a Notice of Termination is given after the end of the Cure Period. Notwithstanding the
foregoing in the event that the Executive gives a Notice of Termination to the Company, the Company may unilaterally accelerate
the Date of Termination and such acceleration shall not result in a termination by the Company for purposes of this Agreement.


 




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4.Compensation
Upon Termination.


 


(a)Termination
Generally. If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide
to the Executive (or to the Executive’s authorized representative or estate): (i) any Base Salary earned through the Date
of Termination, unpaid expense reimbursements (subject to, and in accordance with, Section 2(c) of this Agreement) and unused vacation
that accrued through the Date of Termination (collectively, the “Accrued Benefit”); and (ii) any vested benefits the
Executive may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall
be paid and/or provided in accordance with the terms of such employee benefit plans. The Accrued Benefit shall be paid on or before
the time required by law but in no event more than 30 days after the Executive’s Date of Termination.


 


(b)Termination
by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the
Company without Cause as provided in Section 3(d), or the Executive terminates his employment for Good Reason as provided in Section
3(e), then the Company shall pay the Executive his Accrued Benefit. In addition, subject to the Executive signing a separation
agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities,
confidentiality, return of property and non-disparagement and a reaffirmation of the Executive’s existing restrictive covenants,
in a form and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement
and Release becoming irrevocable within the time period set forth in the Separation Agreement and Release, and in no event longer
than 60 days after the Date of Termination:


 


(i)the
Company shall pay the Executive an amount equal to the Executive’s Base Salary, payable in substantially equal installments
in accordance with the Company’s payroll practice over 12 months commencing within 60 days after the Date of Termination
(such 12-month period, the “Severance Period”); provided, however, that if the 60-day period begins in one calendar
year and ends in a second calendar year, such payments shall begin to be paid in the second calendar year by the last day of such
60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the
day immediately following the Date of Termination.


 


(ii)On
the last payroll date in the Severance Period, and provided that the Executive has complied with the terms of the Separation Agreement
and Release and Executive’s post-employment restrictive covenants pursuant to Section 8 of this Agreement, the Company shall
pay the Executive a lump-sum payment equal to 35% of the Base Salary in effect as of the Date of Termination.


 




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(iii)if
the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects
COBRA health continuation, then, subject to the Executive’s copayment of premium amounts at the active employees’ rate,
the Company shall pay the remainder of the premiums for the Executive’s participation in the Company’s group health
plan: (I) for 12 months; (II) until the Executive becomes eligible for group medical care coverage through other employment; or
(III) for the Executive’s COBRA health continuation period, whichever ends earliest; provided that Executive notifies
the Company promptly when Executive becomes eligible for group medical care coverage through another employer, and responds promptly
to any reasonable inquires related to COBRA eligibility;


 


(iv)any
time-based stock options or other time-based stock-based awards held by the Executive as of the Date of Termination that otherwise
would have vested during the twelve (12)-month period immediately following the Date of Termination had Executive’s employment
not been terminated shall become vested and exercisable on the Date of Termination, and the exercise of any such stock options
or awards shall be subject to the terms of all relevant equity plans and agreements;


 


(v)any
performance based stock options or other stock based awards will not terminate until three months after the Date of Termination
(the “Post Employment Period”). If a performance based-milestone is achieved during the Post-Employment Period, you
shall be entitled to the same vesting with respect to the applicable performance based equity award that you would have vested
in if you had been employed on the date of the achievement of the performance milestone.


 


(vi)Notwithstanding
the foregoing, if the Executive materially breaches any of the provisions contained in Section 8 of this Agreement, all payments
and the vesting opportunities under this Section 4(b) shall immediately cease.


 


5.Change
in Control Payment. The provisions of this Section 5 set forth certain terms of an agreement reached between the Executive
and the Company regarding the Executive’s rights and obligations upon the occurrence of a Change in Control of the Company.
These provisions are intended to assure and encourage in advance the Executive’s continued attention and dedication to his
assigned duties and his objectivity during the pendency and after the occurrence of any such event. These provisions shall apply
in lieu of, and expressly supersede, the provisions of Section 4(b) regarding severance pay and benefits upon a termination of
employment, if such termination of employment occurs within 12 months after the occurrence of the first event constituting a Change
in Control. These provisions shall terminate and be of no further force or effect beginning 12 months after the occurrence of a
Change in Control.


 


(a)Change
in Control. If within 12 months after a Change in Control, the Executive’s employment is terminated by the Company without
Cause as provided in Section 3(d) or the Executive terminates his employment for Good Reason as provided in Section 3(e), then,
subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming
irrevocable, all within 60 days after the Date of Termination,


 




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(i)the
Company shall pay the Executive a lump sum payment equal to (A) the Executive’s Base Salary in effect as of the Date of the
Change of Control (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher)
plus (B) the Executive’s Average Incentive Compensation. For purposes of this Agreement, “Average Incentive
Compensation” shall mean the average of the annual incentive compensation under Section 2(b) received by the Executive for
the three immediately preceding fiscal years (and for the sake of clarity, if Executive has not received annual incentive compensation
because he has not been employed for the three immediately preceding fiscal years, then only the payments for those years in which
he was employed and eligible for annual incentive compensation shall be counted for purposes of this calculation). In no event
shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus;


 


(ii)if
the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects
COBRA health continuation, then, subject to the Executive’s copayment of premium amounts at the active employees’ rate,
the Company shall pay the remainder of the premiums for the Executive’s participation in the Company’s group health
plan: (I) for 12 months; (II) until the Executive becomes eligible for group medical care coverage through other employment; or
(III) for the Executive’s COBRA health continuation period, whichever ends earliest; provided that Executive notifies
the Company promptly when Executive becomes eligible for group medical care coverage through another employer, and responds promptly
to any reasonable inquires related to COBRA eligibility; and


 


(iii)notwithstanding
anything to the contrary in any applicable option agreement or stock-based award agreement, all time-based stock options and other
time based stock-based awards held by the Executive shall immediately accelerate and become fully exercisable or nonforfeitable
as of the Date of the Change of Control. The exercise of any such stock options or awards shall be subject to the terms of all
relevant equity plans and agreements.


 


(iv)the
amounts payable under this Section 5(a) shall be paid or commence to be paid within 60 days after the Date of Termination, provided,
however that if the 60 day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or
commence to be paid in the second calendar year by the last day of such 60 day period.


 


(b)Additional
Limitation.


 


(i)Anything
in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment or distribution by
the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms
of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Internal Revenue Code of 1986, as amended
(the “Code”) and the applicable regulations thereunder (the “Severance Payments”), would be subject to
the excise tax imposed by Section 4999 of the Code, the following provisions shall apply:


 




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(A)If the
Severance Payments, reduced by the sum of (1) the Excise Tax and (2) the total of the Federal, state, and local income and employment
taxes payable by the Executive on the amount of the Severance Payments which are in excess of the Threshold Amount, are greater
than or equal to the Threshold Amount, the Executive shall be entitled to the full benefits payable under this Agreement.


 


(B)If the
Threshold Amount is less than (x) the Severance Payments, but greater than (y) the Severance Payments reduced by the sum of (1)
the Excise Tax and (2) the total of the Federal, state, and local income and employment taxes on the amount of the Severance Payments
which are in excess of the Threshold Amount, then the Severance Payments shall be reduced (but not below zero) to the extent necessary
so that the sum of all Severance Payments shall not exceed the Threshold Amount. In such event, the Severance Payments shall be
reduced in the following order: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section
409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits. To the extent any payment is
to be made over time (e.g., in installments, etc.), then the payments shall be reduced in reverse chronological order.


 


(ii)For
the purposes of this Section 5(b), “Threshold Amount” shall mean three times the Executive’s “base amount”
within the meaning of Section 280G(b)(3) of the Code and the regulations promulgated thereunder less one dollar ($1.00); and “Excise
Tax” shall mean the excise tax imposed by Section 4999 of the Code, and any interest or penalties incurred by the Executive
with respect to such excise tax.


 


(iii)The
determination as to which of the alternative provisions of Section 5(b)(i) shall apply to the Executive shall be made by a nationally
recognized accounting firm selected by the Company (the “Accounting Firm”), which shall provide detailed supporting
calculations both to the Company and the Executive within 15 business days of the Date of Termination, if applicable, or at such
earlier time as is reasonably requested by the Company or the Executive. For purposes of determining which of the alternative provisions
of Section 5(b)(i) shall apply, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal
income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income
taxes at the highest marginal rates of individual taxation in the state and locality of the Executive’s residence on the
Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state
and local taxes. Any determination by the Accounting Firm shall be binding upon the Company and the Executive.


 


(c)Definitions.
For purposes of this Section 5, the following terms shall have the following meanings:


 




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“Change
in Control” shall mean any of the following:


 


(i)any
“person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
“Act”) (other than the Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding
securities under any employee benefit plan or trust of the Company or any of its subsidiaries), together with all “affiliates”
and “associates” (as such terms are defined in Rule 12b-2 under the Act) of such person, shall become the “beneficial
owner” (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing
50 percent or more of the combined voting power of the Company’s then outstanding securities having the right to vote in
an election of the Board (“Voting Securities”) (in such case other than as a result of an acquisition of securities
directly from the Company); or


 


(ii)the
date a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is
not endorsed by a majority of the members of the Board before the date of the appointment or election; or


 


(iii)the
consummation of (A) any consolidation or merger of the Company where the stockholders of the Company, immediately prior to the
consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in
Rule 13d-3 under the Act), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares
of the Company issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any), or (B)
any sale or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan)
of all or substantially all of the assets of the Company.


 


Notwithstanding
the foregoing, a “Change in Control” shall not be deemed to have occurred for purposes of the foregoing clause (i)
solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of Voting Securities
outstanding, increases the proportionate number of Voting Securities beneficially owned by any person to 50 percent or more of
the combined voting power of all of the then outstanding Voting Securities; provided, however, that if any person referred to in
this sentence shall thereafter become the beneficial owner of any additional shares of Voting Securities (other than pursuant to
a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the Company)
and immediately thereafter beneficially owns 50 percent or more of the combined voting power of all of the then outstanding Voting
Securities, then a “Change in Control” shall be deemed to have occurred for purposes of the foregoing clause (i).


 


6.Section
409A.


 


(a)Anything
in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning
of Section 409A of the Code, the Company determines that the Executive is a “specified employee” within the meaning
of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under
this Agreement on account of the Executive’s separation from service would be considered deferred compensation otherwise
subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section
409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the
earlier of (A) six months and one day after the Executive’s separation from service, or (B) the Executive’s death.
If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment
covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and
the balance of the installments shall be payable in accordance with their original schedule.


 




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(b)All
in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred
by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively
practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year
in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year
shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except
for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits
is not subject to liquidation or exchange for another benefit.


 


(c)To the
extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under
Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment,
then such payments or benefits shall be payable only upon the Executive’s “separation from service.” The determination
of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury
Regulation Section 1.409A-1(h).


 


(d)The
parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision
of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner
so that all payments hereunder comply with Section 409A of the Code. Each payment pursuant to this Agreement is intended to constitute
a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). The parties agree that this Agreement may be amended,
as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related
rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.


 


(e)The
Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions
of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an
exemption from, or the conditions of, such Section.


 


7.Indemnity.
The Company shall to the extent permitted by law, indemnify and hold Executive harmless from costs, expense or liability arising
out of or relating to any acts or decisions made by Executive in the course of his employment to the same extent Company indemnifies
and holds harmless other officers and directors of Company in accordance with Company’s established policies. This indemnity
shall include, without limitation, advancing Executive attorney’s fees to the fullest extent permitted by applicable law.
Company agrees to continuously maintain Directors and Officers Liability Insurance with limits of coverage the same as currently
in effect, unless a change is mutually agreed upon by Executive and the Board of Directors of Company, and to include Executive
within said coverage while Executive is employed by Company and for at least thirty-six (36) months after the termination of Executive's
employment by Company.


 




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8.Confidential
Information, Noncompetition and Cooperation.


 


(a)Restrictive
Covenant. The Executive agrees to comply with the Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment
Agreement attached hereto as Exhibit 1 (the “Employee Agreement”), the terms of which are hereby incorporated by reference
into Section 8 of this Agreement.


 


(b)Third-Party
Agreements and Rights. The Executive hereby confirms that the Executive is not bound by the terms of any agreement with any
previous employer or other party which restricts in any way the Executive’s use or disclosure of information or the Executive’s
engagement in any business. The Executive represents to the Company that the Executive’s execution of this Agreement, the
Executive’s employment with the Company and the performance of the Executive’s proposed duties for the Company will
not violate any obligations the Executive may have to any such previous employer or other party. In the Executive’s work
for the Company, the Executive will not disclose or make use of any information in violation of any agreements with or rights of
any such previous employer or other party, and the Executive will not bring to the premises of the Company any copies or other
tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.


 


(c)Litigation
and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall cooperate fully with the
Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or
on behalf of the Company which relate to events or occurrences that transpired while the Executive was employed by the Company.
The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available
to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient
times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company in connection
with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates
to events or occurrences that transpired while the Executive was employed by the Company. The Company shall reimburse the Executive
for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of obligations pursuant
to this Section 8(c). In addition, the Executive’s cooperation hereunder shall not unreasonably interfere with his business
or personal commitments.


 


(d)Injunction.
The Executive agrees that it would be difficult to measure any damages caused to the Company which might result from any breach
by the Executive of the promises set forth in this Section 8, and that in any event money damages would be an inadequate remedy
for any such breach. Accordingly, the Executive agrees that if the Executive breaches, or proposes to breach, any portion of this
Agreement, the Company shall be entitled, in addition to all other remedies that it may have, to seek an injunction or other appropriate
equitable relief to restrain any such breach without showing or proving any actual damage to the Company.


 




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9.Consent
to Jurisdiction. The parties hereby consent to the jurisdiction of the Superior Court of the Commonwealth of Massachusetts
and the United States District Court for the District of Massachusetts. Accordingly, with respect to any such court action, the
Executive (a) submits to the personal jurisdiction of such courts; (b) consents to service of process; and (c) waives any other
requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process.


 


10.Integration.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all
prior agreements between the parties concerning such subject matter, provided the Employee Agreement and the Equity Documents
shall remain in full force and effect.


 


11.Withholding.
All payments made by the Company to the Executive under this Agreement shall be net of any tax or other amounts required to be
withheld by the Company under applicable law.


 


12.Successor
to the Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal representatives,
executors, administrators, heirs, distributees, devisees and legatees. In the event of the Executive’s death after his termination
of employment but prior to the completion by the Company of all payments due him under this Agreement, the Company shall continue
such payments to the Executive’s beneficiary designated in writing to the Company prior to his death (or to his estate, if
the Executive fails to make such designation).


 


13.Enforceability.
If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of this Agreement)
shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement,
or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable,
shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent
permitted by law.


 


14.Survival.
The provisions of this Agreement shall survive the termination of this Agreement and/or the termination of the Executive’s
employment to the extent necessary to effectuate the terms contained herein.


 


15.Waiver.
No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any
party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this
Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.


 


16.Notices.
Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered
in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return
receipt requested, to the Executive at the last address the Executive has filed in writing with the Company or, in the case of
the Company, at its main offices, attention of the Board.


 




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17.Amendment.
This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative
of the Company.


 


18.Governing
Law. This is a Massachusetts contract and shall be construed under and be governed in all respects by the laws of the Commonwealth
of Massachusetts, without giving effect to the conflict of laws principles of such Commonwealth. With respect to any disputes concerning
federal law, such disputes shall be determined in accordance with the law as it would be interpreted and applied by the United
States Court of Appeals for the First Circuit.


 


19.Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be
an original; but such counterparts shall together constitute one and the same document.


 


20.Successor
to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to
the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain
an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.


 


21.Gender
Neutral. Wherever used herein, a pronoun in the masculine gender shall be considered as including the feminine gender unless
the context clearly indicates otherwise.


 


IN WITNESS
WHEREOF, the parties have executed this Agreement effective on the date and year first above written.


 


 





	 	ADVANCED CELL TECHNOLOGY, INC.
	 	 
	 	By:    /s/ Michael T. Heffernan
	 	Its:    Chairman
	 	 
	 	EXECUTIVE
	 	 
	 	/s/ Edward Myles
	 	Edward Myles







 


 








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ADVANCED CELL
TECHNOLOGY, INC.


 


Employee Non-Competition,
Non-Solicitation, Confidentiality and Assignment Agreement


 


In consideration
and as a condition of my employment or continued employment by Advanced Cell Technology, Inc. (together with its subsidiaries and
affiliates, the “Company”), I agree as follows:




 





	1.Proprietary
Information. I agree that all information, whether or not in writing, concerning the Company’s business, technology,
business relationships or financial affairs which the Company has not released to the general public (collectively, “Proprietary
Information”) is and will be the exclusive property of the Company. By way of illustration, Proprietary Information may include
information or material which has not been made generally available to the public, such as: (a) corporate information, including
plans, strategies, methods, policies, resolutions, negotiations or litigation; (b) marketing information, including strategies,
methods, customer identities or other information about customers, prospect identities or other information about prospects, or
market analyses or projections; (c) financial information, including cost and performance data, debt arrangements, equity
structure, investors and holdings, purchasing and sales data and price lists; and (d) operational and technological information,
including plans, specifications, manuals, forms, templates, software, designs, methods, procedures, formulas, discoveries, inventions,
improvements, concepts and ideas; and (e) personnel information, including personnel lists, reporting or organizational
structure, resumes, personnel data, compensation structure, performance evaluations and termination arrangements or documents.
Proprietary Information also includes information received in confidence by the Company from its customers or suppliers or other
third parties.


 

2.Recognition
of Company’s Rights. I will not, at any time, without the Company’s prior written permission, either during
or after my employment, disclose any Proprietary Information to anyone outside of the Company, or use or permit to be used any
Proprietary Information for any purpose other than the performance of my duties as an employee of the Company. I will cooperate
with the Company and use my best efforts to prevent the unauthorized disclosure of all Proprietary Information. I will deliver
to the Company all copies of Proprietary Information in my possession or control upon the earlier of a request by the Company or
termination of my employment.




	 	3.Rights
of Others. I understand that the Company is now and may hereafter be subject to non-disclosure or confidentiality
agreements with third persons which require the Company to protect or refrain from use of proprietary information. I agree to be
bound by the terms of such agreements in the event I have access to such proprietary information.


 

4.Commitment
to Company; Avoidance of Conflict of Interest. While an employee of the Company, I will devote my full-time efforts
to the Company’s business and I will not engage in any other business activity that conflicts with my duties to the Company.
I will advise the president of the Company or his or her nominee at such time as any activity of either the Company or another
business presents me with a conflict of interest or the appearance of a conflict of interest as an employee of the Company. I will
take whatever action is requested of me by the Company to resolve any conflict or appearance of conflict which it finds to exist.



 

5.Developments.
I will make full and prompt disclosure to the Company of all inventions, discoveries, designs, developments, methods, modifications,
improvements, processes, algorithms, databases, computer programs, formulae, techniques, trade secrets, graphics or images, audio
or visual works, and other works of authorship (collectively “Developments”), whether or not patentable or copyrightable,
that are created, made, conceived or reduced to practice by me (alone or jointly with others) or under my direction during the
period of my employment. I acknowledge that all work performed by me is on a “work for hire” basis, and I hereby do
assign and transfer and, to the extent any such assignment cannot be made at present, will assign and transfer, to the Company
and its successors and assigns all my right, title and interest in all Developments that (a) relate to the business of the Company
or any customer of or supplier to the Company or any of the products or services being researched, developed, manufactured or sold
by the Company or which may be used with such products or services; or (b) result from tasks assigned to me by the Company; or
(c) result from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the
Company (“Company-Related Developments”), and all related patents, patent applications, trademarks and trademark applications,
copyrights and copyright applications, and other intellectual property rights in all countries and territories worldwide and under
any international conventions (“Intellectual Property Rights”).







 






    	 



    	 



    


 





	6.To
preclude any possible uncertainty, I have set forth on Exhibit A attached hereto a complete list of Developments that I
have, alone or jointly with others, conceived, developed or reduced to practice prior to the commencement of my employment with
the Company that I consider to be my property or the property of third parties and that I wish to have excluded from the scope
of this Agreement (“Prior Inventions”). If disclosure of any such Prior Invention would cause me to violate any prior
confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit A but am only to disclose
a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to
such inventions has not been made for that reason. I have also listed on Exhibit A all patents and patent applications in
which I am named as an inventor, other than those which have been assigned to the Company (“Other Patent Rights”).
If no such disclosure is attached, I represent that there are no Prior Inventions or Other Patent Rights. If, in the course of
my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine or other work done for
the Company, I hereby grant to the Company a nonexclusive, royalty-free, paid-up, irrevocable, worldwide license (with the full
right to sublicense) to make, have made, modify, use, sell, offer for sale and import such Prior Invention. Notwithstanding the
foregoing, I will not incorporate, or permit to be incorporated, Prior Inventions in any Company-Related Development without the
Company’s prior written consent.


 

7.This Agreement does not obligate me to assign to the Company any Development which, in the sole judgment
of the Company, reasonably exercised, is developed entirely on my own time and does not relate to the business efforts or research
and development efforts in which, during the period of my employment, the Company actually is engaged or reasonably would be engaged,
and does not result from the use of premises or equipment owned or leased by the Company. However, I will also promptly disclose
to the Company any such Developments for the purpose of determining whether they qualify for such exclusion. I understand that
to the extent this Agreement is required to be construed in accordance with the laws of any state which precludes a requirement
in an employee agreement to assign certain classes of inventions made by an employee, this paragraph 5 will be interpreted not
to apply to any invention which a court rules and/or the Company agrees falls within such classes. I also hereby waive all claims
to any moral rights or other special rights which I may have or accrue in any Company-Related Developments.




	 	8.Documents
and Other Materials. I will keep and maintain adequate and current records of all Proprietary Information and Company-Related
Developments developed by me during my employment, which records will be available to and remain the sole property of the Company
at all times.


 

9.All
files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals,
specification sheets, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information,
whether created by me or others, which come into my custody or possession, are the exclusive property of the Company to be used
by me only in the performance of my duties for the Company. Any property situated on the Company’s premises and owned by
the Company, including without limitation computers, disks and other storage media, filing cabinets or other work areas, is subject
to inspection by the Company at any time with or without notice. In the event of the termination of my employment for any reason,
I will deliver to the Company all files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts,
charts, quotations and proposals, specification sheets, models, prototypes, or other written, photographic or other tangible material
containing Proprietary Information, and other materials of any nature pertaining to the Proprietary Information of the Company
and to my work, and will not take or keep in my possession any of the foregoing or any copies.


 

10.Enforcement
of Intellectual Property Rights. I will cooperate fully with the Company, both during and after my employment with the
Company, with respect to the procurement, maintenance and enforcement of Intellectual Property Rights in Company-Related Developments.
I will sign, both during and after the term of this Agreement, all papers, including without limitation copyright applications,
patent applications, declarations, oaths, assignments of priority rights, and powers of attorney, which the Company may deem necessary
or desirable in order to protect its rights and interests in any Company-Related Development. If the Company is unable, after reasonable
effort, to secure my signature on any such papers, I hereby irrevocably designate and appoint each officer of the Company as my
agent and attorney-in-fact to execute any such papers on my behalf, and to take any and all actions as the Company may deem necessary
or desirable in order to protect its rights and interests in any Company-Related Development.








 






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	11.Non-Competition
and Non-Solicitation. In order to protect the Company’s Proprietary Information and good will, during my employment
and for a period of twelve (12) months following the termination of my employment for any reason (the “Restricted Period”),
I will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer
or otherwise, engage, participate or invest in any business activity anywhere in the United States that is competitive with the
Company’s “Business”; provided that this shall not prohibit any possible investment in publicly traded stock
of a company representing less than one percent of the stock of such company. The Company’s “Business” is defined
as the development of stem cell derived therapeutics for ocular disorders. In addition, during the Restricted Period, I will not,
directly or indirectly, in any manner, other than for the benefit of the Company, (a) call upon, solicit, divert, take away, accept
or conduct any business from or with any of the customers or prospective customers of the Company or any of its suppliers, and/or
(b) solicit, entice, attempt to persuade any other employee or consultant of the Company to leave the Company for any reason or
otherwise participate in or facilitate the hire, directly or through another entity, of any person who is employed or engaged by
the Company or who was employed or engaged by the Company within six (6) months of any attempt to hire such person. I acknowledge
and agree that if I violate any of the provisions of this paragraph 11, the running of the Restricted Period will be extended by
the time during which I engage in such violation(s).


 

12.Government
Contracts. I acknowledge that the Company may have from time to time agreements with other persons or with the United States
Government or its agencies which impose obligations or restrictions on the Company regarding inventions made during the course
of work under such agreements or regarding the confidential nature of such work. I agree to comply with any such obligations or
restrictions upon the direction of the Company. In addition to the rights assigned under paragraph 5, I also assign to the Company
(or any of its nominees) all rights which I have or acquired in any Developments, full title to which is required to be in the
United States under any contract between the Company and the United States or any of its agencies.




	 	13.Prior
Agreements. I hereby represent that, except as I have fully disclosed previously in writing to the Company, I am not bound
by the terms of any agreement with any previous employer or other party to refrain from using or disclosing any trade secret or
confidential or proprietary information in the course of my employment with the Company or to refrain from competing, directly
or indirectly, with the business of such previous employer or any other party. I further represent that my performance of all the
terms of this Agreement as an employee of the Company does not and will not breach any agreement to keep in confidence proprietary
information, knowledge or data acquired by me in confidence or in trust prior to my employment with the Company. I will not disclose
to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer
or others.


 

14.Remedies
Upon Breach.  I understand that the restrictions contained in this Agreement are necessary for the protection of the business
and goodwill of the Company and I consider them to be reasonable for such purpose. Any breach of this Agreement is likely to cause
the Company substantial and irrevocable damage and therefore, in the event of such breach, the Company, in addition to such
other remedies which may be available, will be entitled to specific performance and other injunctive relief, without the posting
of a bond.


 

15.Use
of Voice, Image and Likeness.  I give the Company permission to use any and all of my voice, image and likeness, with or
without using my name, in connection with the products and/or services of the Company, for the purposes of advertising and promoting
such products and/or services and/or the Company, and/or for other purposes deemed appropriate by the Company in its reasonable
discretion, except to the extent expressly prohibited by law.











 






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	16.Publications
and Public Statements. I will obtain the Company’s written approval before publishing or submitting for publication
any material that relates to my work at the Company and/or incorporates any Proprietary Information. To ensure that the Company
delivers a consistent message about its products, services and operations to the public, and further in recognition that even positive
statements may have a detrimental effect on the Company in certain securities transactions and other contexts, any statement about
the Company which I create, publish or post during my period of employment and for six (6) months thereafter, on any media accessible
by the public, including but not limited to electronic bulletin boards and Internet-based chat rooms, must first be reviewed and
approved by an officer of the Company before it is released in the public domain.


 

17.No
Employment Obligation. I understand that this Agreement does not create an obligation on the Company or any other
person to continue my employment. I acknowledge that, unless otherwise agreed in a formal written employment agreement signed on
behalf of the Company by an authorized officer, my employment with the Company is at will and therefore may be terminated by the
Company or me at any time and for any reason, with or without cause.


 

18.Survival
and Assignment by the Company. I understand that my obligations under this Agreement will continue in accordance with its
express terms regardless of any changes in my title, position, duties, salary, compensation or benefits or other terms and conditions
of employment. I further understand that my obligations under this Agreement will continue following the termination of my employment
regardless of the manner of such termination and will be binding upon my heirs, executors and administrators. The Company will
have the right to assign this Agreement to its affiliates, successors and assigns. I expressly consent to be bound by the provisions
of this Agreement for the benefit of the Company or any parent, subsidiary or affiliate to

whose employ I may be transferred without
the necessity that this Agreement be resigned at the time of such transfer.




	 	19.Exit
Interview. If and when I depart from the Company, I may be required to attend an exit interview and sign an “Employee
Exit Acknowledgement” to reaffirm my acceptance and acknowledgement of the obligations set forth in this Agreement. For twelve
(12) months following termination of my employment, I will notify the Company of any change in my address and of each subsequent
employment or business activity, including the name and address of my employer or other post-Company employment plans and the nature
of my activities.


 

20.Disclosure
to Future Employers. I will provide a copy of this Agreement to any prospective employer, partner or coventurer prior to
entering into an employment, partnership or other business relationship with such person or entity.


 

21.Severability.
In case any provisions (or portions thereof) contained in this Agreement shall, for any reason, be held invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this
Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If, moreover,
any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration,
geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent
compatible with the applicable law as it shall then appear.


 

22.Interpretation.
This Agreement will be deemed to be made and entered into in the Commonwealth of Massachusetts, and will in all respects be interpreted,
enforced and governed under the laws of the Commonwealth of Massachusetts. I hereby agree to consent to personal jurisdiction of
the state and federal courts in the Commonwealth of Massachusetts for purposes of enforcing this Agreement, and waive any objection
that I might have to personal jurisdiction or venue in those courts.


 

[End of
Text]











 


 



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I UNDERSTAND
THAT THIS AGREEMENT AFFECTS IMPORTANT RIGHTS. BY SIGNING BELOW, I CERTIFY THAT I HAVE READ IT CAREFULLY AND AM SATISFIED THAT I
UNDERSTAND IT COMPLETELY.


 


IN WITNESS WHEREOF,
the undersigned has executed this agreement as a sealed instrument as of the date set forth below.


 


 


Signed: /s/ Edward Myles                               


 


Type or print name: Edward Myles




 


 


 


 


 


 


 


 


 


 






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EXHIBIT A


 


 


	To:	ADVANCED CELL TECHNOLOGY, INC.
	 	 
	From:	Edward Myles
	Date:	_____________________
	 	 
	SUBJECT: 	Prior Inventions


 


The following
is a complete list of all inventions or improvements relevant to the subject matter of my employment by the Company that have been
made or conceived or first reduced to practice by me alone or jointly with others prior to my engagement by the Company:


 


	 	 
	o	No inventions or improvements
	 	 
	o	See below:
	 	 
	 	_______________________________________________________________
	 	 
	 	_______________________________________________________________
	 	 
	 	_______________________________________________________________
	 	 
	o	Additional sheets attached
	 	 
	The following is a list of all patents and patent applications in which I have been named as an inventor:
	 
	o	None
	 	 
	o	See below:
	 	 
	 	_______________________________________________________________
	 	 
	 	_______________________________________________________________
	 	 
	 	_______________________________________________________________


 


 




 


 






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