Exhibit 10.1


 





EMPLOYMENT
AGREEMENT


 


This Employment
Agreement (“Agreement”) is made as of the 18th day of June, 2014, between Advanced Cell Technology, Inc., a Delaware
corporation (the “Company”), and Paul K. Wotton, Ph.D. (the “Executive”) and shall become effective on
the first day of Executive’s employment with the Company (the “Effective Date”).


 


WHEREAS,
the Company and the Executive desire that the Executive be employed by the Company on the terms and conditions set forth herein
commencing on 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 President and Chief Executive Officer of the Company (“CEO”),
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”).
As long as the Executive is CEO, he will serve as a member of the Board. 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 up to two other boards of
directors, with the prior 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 base salary shall be paid at the rate of $575,000 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. 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 55% percent of his Base Salary, prorated based on the Effective Date. To earn incentive compensation, the Executive must be
employed by the Company on the day such incentive compensation is paid.


 


(c)            
Expenses/Legal Fees. 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. The Company will reimburse the Executive up to $5,000 for legal fees he incurs
in connection this Agreement and related documents.


 






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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.


 


(f)            
Relocation Reimbursement. The Company will reimburse Executive up to fifty thousand dollars ($50,000) for expenses
in connection with Executive’s relocation of Executive’s principal residence to the Boston area (“Relocation
Amount”). Executive must relocate to the Boston area by a date to be determined by the Board after consultation with Executive.
Acceptable uses of the Relocation Amount include temporary housing, moving expenses, visits to the Boston area, the closing costs
associated with selling Executive’s current home and purchasing a new residence in the Boston area and other reasonable move-related
items (collectively “Relocation Expenses”). Appropriate supporting documentation (i.e., itemized receipts) of the Relocation
Expenses must be submitted within 45 days after the Relocation Expenses were incurred and prior to reimbursement. The Company will
determine in its reasonable, good faith judgment what, if any, of Executive’s reimbursed Relocation Expenses are for nondeductible
expenses in accordance with applicable law and will comply with associated withholding and tax reporting obligations. If Executive
resigns other than for Good Reason (defined below) or is terminated by the Company for Cause (defined below) at any time prior
to the one year anniversary of the Effective Date, Executive must repay all Relocation Expenses to the Company within ten (10)
days of the Date of Termination (defined below) (the "Relocation Reimbursement”).


 


(g)           
Equity.


 


(i)             
Stock Options. The Executive shall be granted options under the Company’s 2005 Stock Incentive Plan to purchase
30,000,000 shares of the Company’s common stock at the fair market value on the date of the option grant (the “Award
Date”). Provided the Executive is a Company employee on the applicable vesting date and subject to the acceleration provisions
in Sections 4 and 5 of this Agreement, Executive’s right to exercise the options will vest as follows: 25% on the first anniversary
of the Award Date; and the remaining 75% in equal monthly installments over the following 36 months on the first day of each such
month.


 


(ii)           
Stock Unit Awards. The Executive shall be granted stock unit awards under the Company’s 2005 Stock Incentive
Plan equaling 30,000,000 shares of the Company’s common stock (the “SUAs”). Provided the Executive is a Company
employee on the applicable vesting date and subject to the acceleration provisions in Sections 4 and 5 of this Agreement, the SUAs
will vest as follows: one-third on the first anniversary of the Award Date; an additional one-third on the second anniversary of
the Award date; and the remaining one-third on the third anniversary of the Award Date.


 






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(iii)         
Other Equity Awards. Executive shall be eligible for annual equity awards at the discretion of the Board of Directors,
including any such awards issuable under an equity plan applicable to all other executive officers of the Company.


 


(iv)         
This Section 2(g) is only a summary of the Executive’s equity awards; the Company’s 2005 Stock Incentive Plan
and associated agreements, including any form of agreement approved by the Board of Directors effecting the grant of the SUAs (the
“Equity Documents”) shall govern the terms and conditions of Executive’s equity awards.


 


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; (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 plus his earned but unpaid incentive
compensation as of the Date of Termination, if any (the “Severance Amount”). The Severance Amount shall be 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)           
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;


 






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(iii)         
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;


 


(iv)         
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.


 


(v)           
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. 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. In addition, 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 two years of 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 his earned but unpaid incentive compensation as of the Date of Termination, if any;


 


(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)         
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:


 


(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.


 






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(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:


“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


 






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(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.


 


(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.


 






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(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.


 


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.


 






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(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.


 


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.


 






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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.


 


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.


 






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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 Heffernan


Its: Chairman
and Board Member


 


 


EXECUTIVE


 


 


/s/ Paul K. Wotton


Paul K. Wotton, Ph.D


 


 


 


 


 






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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 without
out prior approval by the Company’s Board of Directors. I will advise the Board any time 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”).


 






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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.


 


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.


 


6.              
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.


 


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.


 


7.              
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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8.              
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 8, the running of the Restricted
Period will be extended by the time during which I engage in such violation(s).


 


9.              
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.


 


10.           
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.


 


11.           
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.


 


12.           
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.


 


13.           
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.


 






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14.           
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.


 


15.           
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.


 


16.           
Post-Employment Notification. 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.


 


17.           
Disclosure to Future Employers. I will provide a copy of this Agreement to any prospective employer,
partner or co-venturer prior to entering into an employment, partnership or other business relationship with such person or entity.


 


18.           
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.


 


19.           
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: __________________________________________________________


Paul K. Wotton,
Ph.D


 


Type or print name: _____________________


 


 


 






    	18



    	 



    

 


EXHIBIT
A


 


To:ADVANCED CELL TECHNOLOGY,
INC.


 


From:Paul K. Wotton, Ph.D


 


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:


 


oNo
inventions or improvements


 


oSee
below:


_______________________________________________________________


_______________________________________________________________


_______________________________________________________________


 


oAdditional
sheets attached


 


The following
is a list of all patents and patent applications in which I have been named as an inventor:


 


oNone


 


oSee
below:


_______________________________________________________________


_______________________________________________________________


_______________________________________________________________




 


 






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