Exhibit 10.1


 


AMENDMENT NO. 3 TO EXECUTIVE COMPENSATION
AGREEMENT


 


This Amendment No.
3, dated as of October 14, 2020, and effective as of September 1, 2020, (“Amendment No. 3”), to the Executive
Compensation Agreement, effective as of January 1, 2015, as amended by Amendment No. 1, effective as of December 30, 2015, as further
amended by Amendment No. 2, effective as of January 1, 2017, (as so amended, the “Executive Compensation Agreement”)
is made by and between PharmaCyte Biotech, Inc., a Nevada corporation (“Company”), and Gerald W. Crabtree (“Executive”).
The Company and the Executive are each referred to in this Amendment No. 3 as a “Party” and collectively as
the “Parties.” Capitalized terms used but not defined in this Amendment No. 3 shall have the meanings given
to them in the Executive Compensation Agreement defined below.


 


The Parties, intending to be legally bound,
hereby agree as follows:


 


1. Section 2 of the
Executive Compensation Agreement is hereby amended and restated to read in its entirety as follows:


 


2. POSITION;
DUTIES. The Executive shall be employed as: (i) a member of the Company’s Board of Directors (“Board”); (ii)
Chief Scientific Officer of the Company; and (iii) Chief Scientific Officer of Viridis Biotech, Inc. and shall have the authorities
and responsibilities customarily associated with the status of such positions at NASDAQ listed companies. In his capacity as Chief
Scientific Officer, the Executive shall report directly to the Chief Executive Officer of the Company. Upon termination of the
Executive’s employment for any reason, if and to the extent requested by the Company, the Executive shall promptly resign
from the Board and from all other positions that the Executive then holds with the Company or any affiliate and promptly execute
all documentation for such resignations.


 


The Executive
shall devote substantially all of his business time, effort and energies to the business of the Company; provided, however, that
notwithstanding the foregoing, the Executive may (a) serve as an officer or director of any of the entities for whom he serves
as such on the Commencement Date or any other entity, (b) engage in civic, charitable, public service and community activities
and affairs, (c) accept and fulfill a reasonable number of speaking engagements, and (d) manage his personal investments and affairs,
as long as such activities do not, in the Executive’s reasonable and good faith judgment, interfere, individually or in the
aggregate, with his obligations and the proper performance his duties and responsibilities to the Company under this Agreement
in any material respect.


 


2. Section 3(A) of
the Executive Compensation Agreement is hereby amended and restated to read in its entirety as follows:


 


(A) Base Salary. The Company
will pay the Executive a base salary at an annual rate of $84,000, payable in accordance with the Company’s usual payroll
practices. The Compensation Committee of the Board may increase the base salary annually in its discretion. The annual rate of
the Executive’s base salary as in effect from time to time is referred to herein as “Base Salary.”


 


3. Except as specifically
provided in and modified by this Amendment No. 3, the Executive Compensation Agreement is in all respects hereby ratified and confirmed.
All references to the “Agreement” or the “Executive Compensation Agreement” shall be deemed to refer to
the Executive Compensation Agreement as such document has been modified by this Amendment No. 3, including, without limitation,
references to the “Agreement” in Section 13 of the Executive Compensation Agreement.


 


4. The provisions of
Section 11 and Section 19 of the Executive Compensation Agreement shall apply to this Amendment No. 3 as if set forth in full in
this Amendment No. 3, mutatis mutandis, and are hereby incorporated by reference in this Amendment No. 3.


 


5. This Amendment No.
3 may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall
constitute one and the same instrument. Signatures delivered by facsimile or electronic mail, including by PDF, shall be effective
as original signatures for all purposes.


 


 


 


 


 






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IN WITNESS WHEREOF,
the undersigned have executed this Amendment No. 3 on the day and year first written above.


 


 


	 	PHARMACYTE BIOTECH, INC.
	 	 	 
	 	By: 	[/s/ Kenneth L. Waggoner]
	 	Name: Kenneth L. Waggoner
	 	Title: Chief Executive Officer,
	 	President and General Counsel
	 	 	 
	 	 	 
	 	EXECUTIVE
	 	 	 
	 	By:	[/s/ Gerald W. Crabtree]
	 	Name: Gerald W. Crabtree
	 	Title: Chief Scientific Officer


 


 


 


 


 


 


 


 


 


 


 






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