Employment Agreement - C. Kirk Peacock



 EXHIBIT 10.19 
 

 
 October 30, 2008 
 Mr. C. Kirk Peacock 
 20 Salida del Sol 
 Santa Barbara, CA 93109 
 Dear Kirk: 
 This letter outlines the basis upon which ImmunoCellular Therapeutics, Ltd. (the “Company”) will continue to engage you as its Chief Financial Officer (“CFO”) and Treasurer. 
 1. Engagement. You will be engaged as CFO and Treasurer of the Company for the term and upon the terms and conditions set forth herein, and
you accept such offer of engagement. As the Company’s CFO, your duties shall consist primarily of (i) the timely filing of all SEC filings, including preparing drafts of financial statements and the MD&A portions of the Company’s
Form 10-KSB and drafts of the Company’s Form 10-QSB and review of the Company’s registration statement disclosures; (ii) maintenance of the Company’s Sarbanes-Oxley compliance procedures and confirming accounting
compliance under Sarbanes-Oxley on a quarterly basis; (iii) preparation of annual two-year budgets (segmented quarterly) for the Company; (iv) closing of the Company’s financial books on a quarterly basis; (v) coordinating
reviews and audits of the Company’s financial statements by the Company’s independent public accounting firm; and (vi) quarterly presentations to the Company’s board of directors (the “Board”) of the Company’s
financial information, including quarterly budgets to actual; and (vii) oversee the Company’s accounts payable function. As the Company’s Treasurer, your duties shall consist primarily of (i) safeguarding of the Company’s
cash and investments; (ii) ensure compliance with the Company’s investment policy; and (iii) maintenance of the Company’s investment account. You will report to the President of the Company as well as the Chairman of the Audit
Committee of the Company. 
 2. Term. The term of your engagement will be through October 29, 2009, commencing
October 30, 2008; unless sooner terminated by you or the Company as set forth below in Section 7. 
 3. Commitment/Part-time
Status. For the compensation provided in Section 4, you will set aside and commit a minimum (on average) of one to two business days per week toward attending to the affairs of the Company as the CFO and Treasurer. The Company
recognizes and agrees that, due to your part-time status, you may accept other employment or consulting assignments concurrent with your engagement by the Company, which may include employment as an officer of publicly-traded companies and/or
employment by other companies engaged in biotech or pharmaceutical research and development, provided that you disclose such employment by any other company to the Company and that such companies are not engaged in any research or development
activities in the field of immunocellular therapies. 
 4. Compensation. As payment in full for your services during the term
of this Agreement, the Company shall grant to you options to purchase 50,000 shares of the Company’s common stock (the “New Options”), which shall vest monthly pro rata over the one-year term of this Agreement and shall pay you $8,000
per month. The cash compensation shall be paid monthly on the first 







 Mr. Kirk Peacock 
 October
30, 2008 
 Page 2 
 business day of each month. The New Options
will have a seven-year term commencing on the date of grant (which shall be the date of approval of the grant by the Board); will have an exercise price of the last reported trading price of the Company’s common stock on the OTC Bulletin Board
on the date of grant; will be exercisable within the term of those options during the period of your services to the Company and for 24 months after termination for any reason except termination for cause by the Company; and will have such other
terms and conditions as are included in the Company’s standard nonqualified stock option agreement under its 2006 Equity Incentive Plan (the “Plan”). All of your outstanding options granted under the Plan will be included in the
Company’s Form S-8 registration statements. 
 5. Expenses. The Company will promptly reimburse you for all reasonable
business expenses incurred by you in connection with the business of the Company in accordance with regular Company policy regarding the nature and amount of expenses and the maintenance and submission of receipts and records necessary for the
Company to document them as proper business expenses. These expenses shall include, without limitation, out-of-pocket telephone, facsimile, office supplies and authorized travel expenses but shall not include rent, utilities or similar overhead
expenses incurred by you to maintain your office space. 
 6. Indemnity. To the extent permitted by California law, you
agree to indemnify and hold the Company harmless from and against any and all losses, damages, liabilities, costs, and expenses, including attorneys’ fees, arising from or attributable to or resulting from your gross negligence or willful
misconduct in rendering the services. You warrant and represent that you have full power and authority to enter into and perform this Agreement and that your performance of this Agreement will not violate the provisions of any other agreement to
which you are a party. The Company agrees to indemnify and hold you harmless from and against any and all claims, demands, causes of action, losses, damages, liability, costs and expenses, including attorneys fees arising out of your services
hereunder, other than those arising from or attributable to or resulting from your gross negligence or willful misconduct. The Company will name you as an officer on any policy of directors and officers liability insurance it secures throughout the
term of your engagement. 
 7. Termination. This Agreement and your rights and obligations hereunder shall, under any of
the following circumstances, terminate in advance of the time specified in Section 2 above, and you shall have the right to receive only your compensation that shall be accrued hereunder through the effective date of such termination and shall
have no right to receive any further compensation hereunder from and after the time of such termination: 
 7.1 Death.
This Agreement and your duties hereunder shall terminate immediately upon your death. 
 7.2 Termination by the Company.
The Company may, at its option, terminate this Agreement and your duties hereunder by written notice to you at any time without cause upon 30 days written notice to you. If you are terminated without cause, in addition to all accrued compensation,
the Company shall grant you 50% of any unvested options as of the date of termination. The Company may terminate this Agreement for Cause (as hereinafter defined) at any time upon written notice to you. “Cause” as used in this 

 

 

 








 Mr. Kirk Peacock 
 October
30, 2008 
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 Agreement means that you, (i) after
reasonable notice and warning, have failed to perform your assigned duties as defined in this Agreement, with such failure to be determined by the Board of Directors, (ii) have materially breached any of the terms or conditions of this
Agreement and have failed to correct such breach within 15 days following written notice from the Company of such breach, or (iii) have been charged with a felony or any intentionally fraudulent act that materially damages, or may materially
damage, the business or reputation of the Company. 
 7.3 Termination by the You. You may terminate this Agreement at
any time without cause upon 30 days written notice to the Company or upon written notice to the Company if the Company shall have materially breached any of the provisions of this Agreement and has failed to correct such breach within 15 days
following written notice from you of such breach. 
 8. Arbitration. In the event of any dispute under this Agreement, such
dispute shall be resolved by binding arbitration with JAMS/ENDISPUTE in Los Angeles, California. The arbitrator shall be a retired judge with at least five years of experience on the bench. This provision shall not be interpreted so as to require
arbitration of claims that the state and/or Federal Courts of California have ruled may not be the subjects of compelled arbitration in employment matters, nor shall it be interpreted so as to restrict any remedy, right of appeal or discovery device
available to either party in a manner that violates the rulings of the state and/or Federal Courts of California with respect to employment-related arbitration. This provision shall not be interpreted so as to preclude the making of reports to
governmental offices, or to preclude either party from seeking injunctive or provisional relief in a court of appropriate jurisdiction under such circumstances as may merit such relief. This arbitration provision is inapplicable to claims of less
than $25,000. 
 9. Confidentiality. While this Agreement is in effect and for a period of five years thereafter, you shall
hold and keep secret and confidential all “trade secrets” (within the meaning of California law) and shall use such information only in the course of performing your duties hereunder; provided, however, that with respect to trade secrets,
you shall hold and keep secret and confidential such trade secrets for so long as they remain trade secrets under California law. You shall maintain in trust all such trade secrets as the Company’s property, including, but not limited to, all
documents concerning the Company’s business, including your work papers, telephone directories, customer information and notes, and any and all copies thereof in your possession or under your control. Upon the expiration or earlier termination
of your employment with the Company, or upon request by the Company, you shall deliver to the Company all such documents belonging to the Company, including any and all copies in your possession or under your control. 
  

 

 








 Mr. Kirk Peacock 
 October
30, 2008 
 Page 4 
 10. Applicable
Law. This Agreement shall be interpreted in accordance with the internal laws of the State of California. 
 We are delighted that
you have agreed to continue to serve as our Chief Financial Officer and Treasurer and look forward to working with you to make the Company a great success. 
  

			
	Very truly yours,
	
	IMMUNOCELLULAR THERAPEUTICS, LTD.
		
	By:	 	/s/ Manish Singh
		 	Manish Singh, Ph.D.
		 	President and Chief Executive Officer


  

	
	Agreed to and Accepted as of this 30th day
of October 2008.
	
	/s/ C. Kirk Peacock
	C. Kirk Peacock