Exhibit 10.10


 


 





EMPLOYMENT AGREEMENT


This EMPLOYMENT AGREEMENT (the
"Agreement"), dated as of March 24, 2013, but effective as provided herein, is made and entered into by and among Guided
Therapeutics, Inc., a Delaware corporation and its affiliates ("GT") and Mark L. Faupel, Ph.D. (the "Executive").


WITNESSETH:


WHEREAS, the Executive has served
as President and Chief Operating Officer of Guided Therapeutics, Inc., of which he was co-founder.


WHEREAS, the Executive, by board
appointment, became President and Chief Executive Officer of GT on May 10, 2007.


WHEREAS, GT considers it in the
best interests of its stockholders to foster the continuous employment of certain key management personnel.


WHEREAS, GT wishes to continue
the employment of the Executive and the Executive is willing to render services, both on the terms and subject to the conditions
set forth in this Agreement.


NOW, THEREFORE, in consideration
of the promises and of the mutual covenants herein contained, it is agreed as follows:


1.                 
Employment. 


1.1.           
After the Effective Date, GT hereby agrees to employ the Executive and the Executive hereby
agrees to continue his employment with GT, upon the terms and conditions herein set forth. It is envisioned that Executive will
perform services for GT and will remain or become, as a legal matter, an employee of GT. 


1.2.           
Employment will be for a term commencing on March 22, 2013 and, subject to earlier expiration
upon the Executive's termination under Section 5, expiring on March 21, 2015 (the "Employment Term"). 


2.                 
Positions and Duties.


2.1.           
Positions and Duties. During the Employment Term, the Executive will serve as President
and Chief Executive Officer of GT. 


2.2.           
Commitment. During the Employment Term, the Executive will be the Company's full-time
employee and, except as may otherwise be approved in advance in writing by the Board of Directors of the Company, and except during
vacation periods and reasonable periods of absence due to sickness, personal injury, or other disability, the Executive will devote
substantially all of his full business time and attention to the performance of his duties to the Company; provided, however, that
nothing in this Agreement shall preclude the Executive from devoting reasonable periods required for (i) participating in professional,
educational, philanthropic, public interest, charitable, social, or community activities, or (ii) serving as a director or member
of an advisory committee of any corporation or other entity that is not in competition with GT; provided, further, that any such
activities set forth in clauses (i) and (ii) above do not materially interfere with the Executive's regular performance of his
duties and responsibilities hereunder. 


3.                 
Place of Performance. In connection with his employment during the Employment
Term, unless otherwise agreed by the Executive, the Executive will be based at the Company's principal offices in Georgia. The
Executive will undertake normal business travel on behalf of the Company. 


4.                 
Compensation and Benefits. 


4.1.           
Compensation. 


		(i)	Base Salary. During the Employment Term, the Company will
pay to the Executive a minimum annualized base salary of $243,000 for the first year under the Agreement and a minimum annualized
base salary of $260,000 for the second year under the Agreement. In the event that a COO is hired by the Company, the Executive's
salary will be immediately increased to that of the COO's salary plus 15%, unless the COO's salary is less than 85% of $243,000.
If the COO is hired during the first year of this Agreement, the Executive's salary for the second year of this Agreement will
be increased to the adjusted first year amount plus 7%. 



		(ii)	Bonus. Executive shall receive a $ 10,000 bonus upon FDA approval
of either the Alpha or Beta Cervical Cancer Detection System or a $20,000 bonus upon FDA approval of the Beta Cervical Cancer Detection
System, or, $20,000 upon the sale of the l00th Cervical Cancer Detection System of any version, including those previously sold.




		(iii)	Back Pay. The Executive will receive all of the back pay currently
owed to him. All unpaid back pay will accrue interest at an annual rate of 6%. At the sole discretion of the Executive, Company
stock can be substituted for cash payment either in part or in full. As of March 1, 2013, the amount of back pay owed by the Company
to the Executive was $127,994.38. All back pay plus interest will be paid immediately to the Executive upon his written request
or to his estate upon his death, disability, termination with or without cause or change in control of the company. 



		(iv)	Other Incentive Compensation. If the Company's Board of Directors
authorizes any cash incentive compensation or approves any other management incentive program or arrangement, the Executive will
be eligible to participate in such plan, program, or arrangement under the general terms and conditions applicable to its other
Executive and Managerial employees. Nothing in this Section 4.1(iv) will guarantee to the Executive any specific amount of incentive
compensation or prevent the Board of Directors of the Company from establishing performance goals and compensation targets applicable
only to the Executive. 



4.2.           
Benefits. In addition to the compensation described in Section 4.1, the Company will
make available to the Executive and his eligible dependents, subject to the terms and conditions of the applicable plans, including,
without limitation, the eligibility rules, participation in all Company-sponsored employee benefit plans including all employee
retirement income and welfare benefit policies, plans, programs, or arrangements in which Executive and Managerial employees of
the Company participate, including any stock option, stock purchase, stock appreciation, savings, pension, supplemental retirement
or other retirement income or welfare benefit, disability, salary continuation, and any other deferred compensation, incentive
compensation, group and/or life, health, medical hospital or other insurance (whether funded by actual insurance or self-insured
by the Company), expense reimbursement, or other employee benefit policies, plans, programs, or arrangements or any equivalent
successor policies, plans, programs, or arrangements that may now exist or be adopted hereafter by the Company. The Company reserves
the right to alter, amend, or terminate such plans with or without prior notice. 


4.3.           
Mobile Phone and Airline Club Allowance. The Company will provide $250.00 each month
to the Executive in order to cover the expenses of a mobile phone/email system and airline club membership. The company shall reimburse
the Executive for all unpaid allowances under previous contracts with an amount not to exceed $4,800. 


4.4.           
Expenses. The Company will promptly reimburse the Executive for all travel and other
business expenses the Executive incurs in order to perform his duties to the Company under this Agreement in a manner commensurate
with the Executive's position and level of responsibility with the Company and in accordance with the Company's policy regarding
approval and substantiation of expenses. 


4.5.           
Stock Options. As part of his compensation dating from March 22, 2010 until March 21,
20 II, The Executive was awarded 250,000 stock options on March 22, 2010, 250,000 stock options on May 27, 2010 and 400,000 stock
options on January 15, 2011 as described in Appendix A ("Stock Option Agreement"). Of this total number of 900,000 options,
650,000 vested during the previous terms of employment that ended on March 21, 2013. The remaining 250,000 options that have not
yet vested will vest accordingly: 


		·	100,000 upon the third anniversary of the
20 II Employment Agreement



		·	150,000 upon FDA panel or FDA approval of
a Cervical Cancer Detection System 





	 	 	 
		4.5.1.	New Options. Upon effective date of this Agreement, Executive
will be granted 35,000 new stock options which will vest over a four year period. As with all previous options granted to the Executive,
these new options will expire in 10 years regardless of whether Executive remains an employee of the Company. 



		4.5.2.	Immediate Vesting. All stock options not vested will vest
immediately upon the death, disability or termination without cause of the Executive. In addition, all options not vested will
vest immediately upon a change in control of the company. 



4.6.           
Replacement as Chief Executive Officer (CEO). Should the Executive be replaced as CEO
for other than Cause as described in Paragraph 5.3 below, and without his express written consent, all of his existing stock options
will vest on the date of the Executive's dismissal as CEO, and he will be paid $40,000 on the date of his dismissal as CEO in addition
to all other compensation as described in Section 4 of this Agreement. 


5.                 
Termination. Notwithstanding the Employment Term specified in Section 1.2, the
following provisions hereunder will govern the termination of the Executive's employment: 


5.1.           
Death. In the event of the Executive's death during the Employment Term, the Company
will pay to the Executive's beneficiaries or estate, as appropriate, promptly after the Executive's death (i) the unpaid base salary
to which the Executive is entitled, pursuant to Section 4.1, through the date of the Executive's death and (ii) any accrued, but
unused vacation days, to the extent and in the amounts, if any, provided under the Company's usual policies and arrangements. This
Section 5.1 will not limit the entitlement of the Executive's estate or beneficiaries to any death or other benefits then available
to the Executive under any life insurance, stock ownership, stock options, or other benefit plan or policy that is maintained by
the Company for the Executive's benefit. 


5.2.           
Disability. 


(i)    
If the Company determines in good faith that the Executive has incurred a Disability (as defined
below) during the Employment Term, the Company may give the Executive written notice of its intention to terminate the Executive's
employment. In such event, the Executive's employment with the Company will terminate effective on the 30th day after receipt of
such notice by the Executive, provided that within the 30 days after such receipt, the Executive will not have returned to full-time
performance of his duties. The Executive will continue to receive his base salary and benefits until the date of termination. In
the event of the Executive's Disability, the Company will pay the Executive, promptly after the Executive's termination, (a) the
unpaid annual base salary to which he is entitled, pursuant to Section 4.1, through the date of the Executive's termination, and
(b) any accrued, but unused vacation days, to the extent and in the amounts, if any, provided under the Company's usual policies
and arrangements. This Section 5.2 will not limit the entitlement of the Executive, the Executive's estate, or beneficiaries to
any disability or other benefits then available to the Executive under any disability insurance or other benefit plan or policy
that is maintained by the Company for the Executive's benefit. 


(ii)  
For purposes of this Agreement, "Disability" will mean the Executive's incapacity
due to physical or mental illness substantially to perform his duties on a full-time basis for six consecutive months and within
30 days after a notice of termination is thereafter given by the Company the Executive will not have returned to the full-time
performance of the Executive's duties; provided, however, if the Executive disagrees with a determination to terminate him because
of Disability, the question of the Executive's disability will be subject to the certification of a qualified medical doctor agreed
to by the Company and the Executive or, in the event of the Executive's incapacity to designate a doctor, the Executive's legal
representative. In the absence of agreement between the Company and the Executive, each party will nominate a qualified medical
doctor and the two doctors will select a third doctor, who will make the determination as to Disability. In order to facilitate
such determination, the Executive will, as reasonably requested by the Company, (a) make himself available for medical examinations
by a doctor in accordance with this Section 5.2(ii) and (b) grant the Company and any such doctor access to all relevant medical
information concerning him, arrange to furnish copies of medical records to such doctor, and use his best efforts to cause his
own doctor to be available to discuss his health with such doctor. 


5.3.           
For Cause Termination. 


(i)    
The Company may terminate the Executive's employment hereunder for Cause (as defined below).
In the event of the Executive's termination for Cause, the Company will promptly pay to the Executive (or his representative) the
base salary to which he is entitled, pursuant to Section 4.1, through the date the Executive is terminated and the Executive will
be entitled to no other compensation or benefits under this Agreement or otherwise, except as otherwise due to him under applicable
law. 


(ii)  
For purposes of this Agreement, the Company will have "Cause" to terminate the Executive's
employment hereunder upon a finding by the Company that (a) the Executive committed an act or acts that were intended to and did
defraud the Company, (b) the Executive engaged in gross negligence or gross misconduct against the Company or another employee,
or in carrying out his duties and responsibilities, or (c) the Executive materially breached any of the express covenants set forth
in this Agreement or in any other agreement to which Executive and GT is a party, including without limitation, any agreement with
the Company or any written policy, including, without limitation, the Company's non-discrimination and non-harassment policies.
The Company will not have Cause unless and until the Company provides the Executive with written notice that the Company intends
to terminate his employment for Cause. Such written notice will specify the particular act or acts, or failure to act, that is
or are the basis for the decision to so terminate the Executive's employment for Cause. The Employee will be given the opportunity
within 20 days of the receipt of such notice to meet with the Company's Board of Directors to defend such act or acts, or failure
to act and, provided that such cure is possible, the Executive will be given 20 days after such meeting to correct such act or
failure to act. If the Executive fails to correct such act or failure to act within the 20 days following the meeting, if such
correction is possible, the Executive's employment by the Company automatically will be terminated under this Section 5.3 for Cause
as of the receipt of the written notice from the Company or, if later, the date specified in such notice. 


5.4.           
Other Terminations. 


(i)    
Involuntary Termination. The Executive's employment hereunder may be terminated by the Company
for any reason by written notice. The Executive will be treated for purposes of this Agreement as having been involuntarily terminated
by the Company other than for Cause if the Executive terminates his employment with the Company for any of the following reasons
(each, a "Good Reason"): (a) the Company has breached any material provision of this Agreement and within 30 days after
notice thereof from the Executive, the Company fails to cure such breach; (b) a successor or assign (whether direct or indirect,
by purchase, Sale, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company fails to
assume liability under the Agreement; (c) a material reduction in the aggregate salary and benefits described in Sections 4.1 and
4.2 (other than stock-based compensation) provided to the Executive, taken as a whole; or (d) the Company changes the Executive's
principal place of employment to outside the metropolitan areas of Atlanta, Georgia 


(ii)  
Voluntary Termination. The Executive may voluntarily terminate the Agreement at any
time by notice to the Company. The Executive's death or Disability (as defined in Section 5.2(ii)) during the term of the Agreement
will constitute a voluntary termination of employment for purposes of eligibility for termination payments and benefits as provided
in Section 5.5. 


5.5.           
Termination Payments and Benefits. 


(i)    
Amount. Upon the Executive's involuntary termination other than for Cause, the Company
will pay or provide to the Executive (I) his base salary and benefits in their entirety until the date of termination, (2) during
the period ending on the last day of the Employment Term, the continuation of 75% of his base salary paid in monthly installments
for a period of two years after the Employment Term, and (3) for a period of one year after termination of his employment, the
continuation of the employee welfare benefits set forth in Section 4.2 except as offset by benefits paid or provided by other sources
as set forth in Section 6, or as prohibited by law or as a condition of maintaining the tax-favored status of any such benefits
to the Company or its employees. 


(ii)  
Release. No benefit will be paid or made available under Section 5.5(i) (a) unless
the Executive first executes a release in a form reasonably acceptable to the Board of Directors of GT and (b) to the extent such
payment or benefit is subject to the seven-day revocation period prescribed by the Age Discrimination in Employment Act of 1967,
as amended, or to any similar revocation period in effect on the date of termination of Executive's employment, such revocation
period has expired without notice of revocation. 


6.                 
Mitigation and Offset. The Executive is under no obligation to mitigate damages
or the amount of any payment provided for hereunder by seeking other employment or otherwise; provided, however, that the Executive's
coverage under the Company's welfare benefit plans will be reduced to the extent that the Executive becomes covered under any comparable
employee benefit plan made available by another employer and covering the same type of benefits. The Executive will report to the
Company any such benefits actually received by him. 


7.                 
Post-termination Assistance. The Executive agrees that after his employment
with the Company has terminated he will provide, upon reasonable notice, such information and assistance to GT as may reasonably
be requested by GT in connection with any litigation in which it or any of its affiliates is or may become a party; provided, however,
that GT agrees to reimburse the Executive for any related out-of-pocket expenses, including travel expenses. 


8.                 
Non-Solicitation of Employees. The Executive further covenants and agrees that
during the Executive's employment with the Company and for a period of twelve (12) months immediately following the termination
of employment with the Company, for any reason, whether with or without cause, the Executive shall not either directly or indirectly
solicit, induce, or recruit --or attempt to solicit, induce, or recruit --any then-current GT employee with whom the Executive
had contact during the twelve (12) months preceding the Executive's termination of employment with the Company, either on the Executive's
behalf or on behalf of any other person or entity. If any restriction set forth in this Section 8 is found by any court of competent
jurisdiction to be unenforceable because it extends for too long a period of time, it is over too great a range of activities,
it covers too broad a geographic area, or it is otherwise overly broad and/or unenforceable, it shall be interpreted to extend
only over the maximum period of time, range of activities, geographic area, or other necessary terms as to which it would otherwise
be enforceable. 


9.                 
Survival. The expiration or termination of the Employment Term will not impair
the rights or obligations of any party hereto that accrue hereunder prior to such expiration or termination, except to the extent
specifically stated herein. In addition to the foregoing, the Company's obligations under Section 5, the Executive's obligations
under Section 8, and the Executive's obligations under the Proprietary Information Agreement, will survive the expiration or termination
of Executive's employment. 


10.             
Miscellaneous Provisions. 


10.1.       
Binding on Successors. This Agreement will be binding upon and inure to the benefit
of the GT, the Executive and each of their respective successors, assigns, personal and legal representatives, executors, administrators,
heirs, distributees, devisees, and legatees, as applicable. 


10.2.       
Governing Law. This Agreement will be governed, construed, interpreted and enforced
in accordance with the substantive laws of the State of Georgia, without regard to conflicts of law principles. 


10.3.       
Severability. Any provision of this Agreement that is deemed invalid, illegal or unenforceable
in any jurisdiction will, as to that jurisdiction be ineffective to the extent of such invalidity, illegality or unenforceability,
without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provisions of
this Agreement invalid, illegal, or unenforceable in any other jurisdiction. If any covenant should be deemed invalid, illegal
or unenforceable because its scope is considered excessive, such covenant will be modified so that the scope of the covenant is
reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable. 


10.4.       
Notices. For all purposes of this Agreement, all communications, including without
limitation notices, consents, requests or approvals, required or permitted to be given hereunder will be in writing and will be
deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof confirmed),
or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage
prepaid, or three business days after having been sent by a nationally recognized overnight courier service such as Federal Express
or UPS, addressed to GT (to the attention of the Secretary of GT) at its principal offices and to the Executive at his principal
residence, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except
that notices of changes of address will be effective only upon receipt. 


                                        
(i)           
To GT. If to GT, addressed to the attention of the Secretary or other applicable Company
officer at 5835 Peachtree Comers East Suite D Norcross, GA 30092 


                                      
(ii)           
To the Executive. If to the Executive, to him at 160 Foalgarth Way, Alpharetta GA,
30022. 


10.5.       
Counterparts. This Agreement may be executed in several counterparts, each of which
will be deemed to be an original, but all of which together will constitute one and the same Agreement. 


10.6.       
Entire Agreement. The terms of this Agreement are intended by the parties to be the
final expression of their agreement with respect to the Executive's employment by the Company, except the (1) the GT Trade Secret,
Confidential Information, Assignment of Inventions, and Nonsolicitation Agreement and (2) the GT Inc. Non-Compete Agreement, to
be dated June 18, 2007, which continue in full force and effect, and may not be contradicted by evidence of any prior or contemporaneous
agreement. The parties further intend that this Agreement will constitute the complete and exclusive statement of its terms and
that no extrinsic evidence whatsoever may be introduced in any judicial, administrative or other legal proceeding to vary the terms
of this Agreement. 


10.7.       
Amendments; Waivers. This Agreement may not be modified, amended, or terminated except
by an instrument in writing, approved by GT and signed by the Executive, GT. Failure on the part of either party to complain of
any action or omission, breach or default on the part of the other party, no matter how long the same may continue, will never
be deemed to be a waiver of any rights or remedies hereunder, at law or in equity. The Executive, GT may waive compliance by the
other party with any provision of this Agreement that such other party was or is obligated to comply with or perform only through
an executed writing; provided, however, that such waiver will not operate as a waiver of, or estoppel with respect to, any other
or subsequent failure. 


10.8.       
No Inconsistent Actions. The parties will not voluntarily undertake or fail to undertake
any action or course of action that is inconsistent with the provisions or essential intent of this Agreement. Furthermore, it
is the intent of the parties hereto to act in a fair and reasonable manner with respect to the interpretation and application of
the provisions of this Agreement. 


10.9.       
Headings and Section References. The headings used in this Agreement are intended for
convenience or reference only and will not in any manner amplify, limit, modify or otherwise be used in the construction or interpretation
of any provision of this Agreement. All section references are to sections of this Agreement, unless otherwise noted. 


11.             
Effectiveness. This Agreement will have an effective date of March 22, 2013.



IN WITNESS
WHEREOF, the parties have executed this Agreement as of the date and year first above written, but effective as provided in Section
11.


 


		/s/ Michael James	 
	 	Michael James, Chairman, Compen sation Committee	 
	 	 	 
	 	 	 
	 	/s/ John Imhoff	 
	 	John Imhoff, M.D	 
	 	 	 
	 	COMPENSATION COMMITTEE, BOARD OF	 
	 	DIRECTORS -GUIDED THERAPEUTICS, INC.	 
	 	 	 
	 	 	 
	 	/s/ Mark Faupel	 
	 	Mark L. Faupel, Ph.D.	 
	 	President and CEO