exv10w2






Exhibit 10.2




GEOVAX INC.  — MARK W. REYNOLDS

EMPLOYMENT AGREEMENT

AMENDED AND RESTATED AS OF

01 JANUARY 2010



This EMPLOYMENT AGREEMENT (the “Agreement”) by and between GeoVax, Inc., a Georgia Corporation
(“Company”), and MARK W. REYNOLDS (“Employee”; and with the Company, collectively, the “Parties”),
is entered into and effective as of January 01, 2010 (the “Effective Date”). This Agreement amends
and restates the original employment agreement between the parties dated October 1, 2006 and the
restated agreement dated February 01, 2008.



Employee will serve as Chief Financial Officer and Secretary, of the Company. The Company and
Employee desire that Employee be employed by the Company in the above capacity under the terms of
this Agreement. Therefore, in consideration of the mutual covenants and agreements set forth
herein, it is agreed:



1. Employment; Duties. Employee is hereby employed by the Company under the terms of
this Agreement, and Employee accepts such employment. Employee shall serve as Chief Financial
Officer and Secretary, as defined above, of the Company and shall perform such duties
(“Employees Duties”) as are customary for someone in that position and duties that may be
reasonably assigned from time to time by the President and CEO and in the absence of the
President/CEO, the Company’s Board of Directors (BOD). Primary duties include but are not limited
to: specified corporate functions, coordination/management/reporting of all financial affairs of
the Company such as preparing and maintaining accounting records in compliance with GAAP
(monthly/quarterly/annual), SEC 10Q and 10K filings, other SEC filings as required and other
activities inclusive of business contracts/payroll and will be requested to attend all Stockholder
and Board of Directors meetings performing such functions as financial reporting and preparation of
meeting minutes/reports. It is understood and agreed that employee shall have full visibility to
all corporate agreements, contracts and related transactions.



2. Term of Agreement. The term of Employee’s employment under this Agreement
commences on or about January 01, 2010 and shall end upon the termination of Employee’s employment
with the Company as provided herein. The Company may terminate this Agreement upon at least 60 days
prior written notice to Employee, and such termination shall be effective on the termination date
described in such notice (or such earlier time as the Company and Employee may agree).
Notwithstanding the foregoing, the termination of this Agreement shall not terminate the Company’s
obligation to make any payments to Employee for services performed and expenses incurred prior to
the date of such termination, or as set forth below; and shall not terminate Employee’s obligations
under Section 14, 15 and 16 below.



3. Base Salary. The Company shall initially pay Employee $212,600 annually,
payable at least monthly, with annual reviews.



4. Performance Reviews. Performance reviews will be conducted at least annually by
the President/CEO or designee.



5. Annual Bonus Potential. An annual fiscal year bonus will be considered and
recommended, if appropriate, by the supervisor and President/CEO and must be BOD approved. The
actual amount shall be at the discretion of the President/BOD based on Employee’s and the Company’s
performance and achievement.



6. Equity Stock Incentive. Option grants are performance based and at the
discretion of the BOD based on Employee’s and the Company’s performance and achievement.



7. Moving Expenses. N/A



8. Temporary Living Expense. N/A



9. Travel Expenses. The Company shall reimburse Employee for usual and customary
business travel expenses reasonably incurred in the performance of Employee’s Duties, based on
receipted expense reports, including mileage reimbursement at the IRS standard rate for such
reimbursement for all general business use of personal auto. Employee will use best efforts to
minimize all travel and travel expenses and use alternative less expensive forms of travel when
possible. (Not inclusive of home to office travel unless than more than 50 miles one way.)







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10. Other Business Expenses. N/A



11. Benefits. Employee will be entitled to the following benefits in line with the
Company’s ongoing benefits program administered by the Company, through an HR employment agency
(Administaff Services, Inc.) or other company selected benefits administrator. Benefit details are
provided in an information packet available from the Company.





	 	a.	 	Life Insurance Benefits: $50,000 in term life insurance. Additional insurance is
available through the HR agency at employee expense.
	 
	 	b.	 	Long-Term Disability Insurance: As provided by company policy.
	 
	 	c.	 	Medical & Dental Insurance As provided by company policy.
	 
	 	d.	 	Vacation: Four (4) weeks paid vacation per calendar year.
	 
	 	e.	 	Holidays/Sick/Personal Days: As provided byu company policy.
	 
	 	f.	 	Retirement Plan: A Company 401(k) Retirement Plan that allows Employee to
contribute up to 15% of salary on a pre-tax basis up to a maximum as prescribed under
federal law. Employer matching and/or profit contribution will be at the discretion of
the Company and approved annually by the board of directors. (See Plan for details.)




12. Termination Provision—Non Voluntary





a. With Cause. If Employee is terminated with cause, Employee’s employment,
compensation and benefits will terminate immediately (unless otherwise provided by law), and
Employee shall not receive any severance payments.




b. Without Cause. If Employee is terminated without cause, Employee must be
given 30 days notice, and his salary will continue to be paid for 1 week for each full year
of service.


13. Termination Provision—Voluntary. Employee may voluntarily terminate his
employment on 60 day written notice to the Company, and Employee’s employment, compensation and
benefits will terminate on the effective date of termination (unless otherwise provided by law),
and Employee shall not receive any severance payments.



14. Record Keeping and Payment. Employee shall keep and file with the Company an
expense report for all business expenses for which Employee seeks reimbursement, and Employee shall
be reimbursed for such documented business expenses within thirty (30) days of submitting a request
for reimbursement.



15. Restrictive Covenants. Employee acknowledges that the restrictions contained
herein are reasonable and necessary to protect the legitimate business interests of the Company,
and will not impair or infringe upon his right to work or earn a living after his employment with
the Company ends. The restrictions imposed herein shall apply during Employee’s employment with
the Company and, except for the longer period specified below for the protection of Trade
Secrets, thereafter for a period of two (2) years after the termination of employment for any
reason (the “Restricted Period”).





a. Trade Secrets and Confidential Information. Employee represents and warrants
that: (i) he is not subject to any agreement that would prevent him from performing Employ
ee’s Duties for the Company or otherwise complying with this Agreement, and (ii) he is not
subject to or in breach of any non-disclosure agreement, including any agreement concerning
trade secrets or confidential information owned by any other party.




Employee agrees that he will not: (i) use, disclose, or reverse engineer the Trade
Secrets or the Confidential Information (as defined below), except as authorized
by the Company; (ii) or during his employment with the Company, use, disclose, or reverse
engineer (a) any confidential information or trade secrets of any former employer or third
party, or (b) any works of authorship developed in whole or in part by him during any former
employment or for any other party, unless authorized in writing by the former employer or
third party; or (iii) upon his resignation or termination (a) retain Trade Secrets or
Confidential Information, including any copies existing in any form (including
electronic form), which are in his possession or control, or (b) destroy, delete, or alter
the Trade Secrets or Confidential Information without the Company’s consent.
Notwithstanding the above, such information may be disclosed to authorized representatives
of the US government in federal grant applications and to third



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parties in connection with licensing, financing and other commercial agreements, in each
case to the extent the failure to provide such information would materially prejudice the
Company’s ability to secure the grant or enter into the desired commercial relationship, and
provided that in each case Employee uses his best efforts to cause the person(s) receiving
such information to protect its confidentiality and limit its use, including securing a
written confidentiality agreement where possible.




The obligations under this subsection 15.a shall: (i) with regard to the Trade
Secrets, remain in effect as long as the information constitutes a trade secret under
applicable law, and (ii) with regard to the Confidential Information, remain in
effect during the Restricted Period.




b. “Confidential Information” means information of the Company, to the extent not
considered a Trade Secret under applicable law, that (i) relates to the business of
the Company, (ii) possesses an element of value to the Company, (iii) is not generally known
to the Company’s competitors, and (iv) would damage the Company if disclosed.
Confidential Information includes, but is not limited to, (i) future business plans,
(ii) the composition, description, schematic or design of products, future products or
equipment of the Company, (iii) communication systems, audio systems, system designs and
related documentation, (iv) advertising or marketing plans, (v) information regarding
independent contractors, employees, clients and customers of the Company, and (vi)
information concerning the Company’s financial structure and methods and procedures of
operation. Confidential Information shall not include any information that (i) is or
becomes generally available to the public other than as a result of an unauthorized
disclosure, (ii) has been independently developed and disclosed by others without violating
this Agreement or the legal rights of any party, or (iii) otherwise enters the public domain
through lawful means.




c. “Trade Secrets” means information of the Company, and its licensors, suppliers,
clients and customers, without regard to form, including, but not limited to, technical or
non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a
technique, a drawing, a process, financial data, financial plans, product plans, or a list
of actual or potential customers or suppliers which is not commonly known by or available to
the public and which information (i) derives economic value, actual or potential, from not
being generally known to, and not being readily ascertainable by proper means by, other
persons who can obtain economic value from its disclosure or use, and (ii) is the subject of
efforts that are reasonable under the circumstances to maintain its secrecy.




d. Non-Solicitation of Customers and Business Partners. During the
Restricted Period, Employee will not solicit any customer of the Company, or any
for-profit or not-for-profit enterprise in a commercial or research relationship with the
Company, on his own behalf or on behalf of any other person or entity, for the purpose of
providing any goods or services competitive with the business of the Company as described in
the Company’s Business Plan or thereafter (the “Business”), or for the purpose of diverting
the benefits of any such relationship away from the Company. The restrictions set forth in
this Section apply only to the customers and enterprises with whom Employee had interaction
(i) in an effort to establish, maintain, and/or further a business relationship on behalf of
the Company, and (ii) which occurs during the last year of Employee’s employment with the
Company (or during his employment if employed less than a year).




e. Non-Recruitment of Employees. During the Restricted Period, Employee
will not, directly or indirectly, solicit, recruit or induce any employee of the Company or
any affiliate of the Company either to terminate his or her employment relationship with the
Company, or work for any other person or entity engaged in a business like the Business.


16. Work Product. Employee’s Duties may include creation of inventions in areas
directly or indirectly related to the business of the Company or to a line of business that the
Company may reasonably be interested in pursuing. All Work Product (as defined below) shall
constitute work made for hire. If (i) any of the Work Product may not be considered work made for
hire, or (ii) ownership of all right, title, and interest to the legal rights in and to the Work
Product will not vest exclusively in the Company, then, without further consideration, Employee
assigns all presently-existing Work Product to the Company, and agrees to assign, and automatically
assigns, all future Work Product to the Company.



The Company will have the right to obtain and hold in its own name copyrights, patents, design
registrations, proprietary database rights, trademarks, rights of publicity, and any other
protection available in the Work






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Product. At the Company’s request, Employee will perform, during or after his employment with the
Company, any acts to transfer, perfect and defend the Company’s ownership of the Work Product,
including, but not limited to: (i) executing all documents (including a formal assignment to the
Company) necessary for filing an application or registration for protection of the Work Product (an
“Application”), (ii) explaining the nature of the Work Product to persons designated by the
Company, (iii) reviewing Applications and other related papers, or (iv) providing any other
assistance reasonably required for the orderly prosecution of Applications. Employee will provide
the Company with a written description of any Work Product in which he is involved (solely or
jointly with others) and the circumstances surrounding the creation of such Work Product.



“Work Product” means (a) any data, databases, materials, documentation, computer programs,
inventions (whether or not patentable), designs, and/or works of authorship, including but not
limited to, discoveries, ideas, concepts, properties, formulas, compositions, methods, programs,
procedures, systems, techniques, products, improvements, innovations, writings, pictures, and
artistic works, and (b) any subject matter protected under patent, copyright, proprietary database,
trademark, trade secret, rights of publicity, confidential information, or other property rights,
including all worldwide rights therein, that is or was conceived, created or developed in whole or
in part by Employee while employed by the Company and that either (i) is created within the scope
of his employment, (ii) is based on, results from, or is suggested by any work performed within the
scope of his employment, (iii) is directly or indirectly related to the business of the Company or
a line of business that the Company may reasonably be interested in pursuing, (iv) has been or will
be paid for by the Company, or (iv) was created or improved in whole or in part by using the
Company’s time, resources, data, facilities, or equipment.



17. Arbitration.





a. Any controversy, claim or dispute arising from, out of or relating to this Agreement, or
any breach thereof, including but not limited to any dispute concerning the scope of this
arbitration clause, claims based in tort or contract, claims for discrimination under
federal, state or local law, and/ or claims for violation of any federal, state or local law
(any such controversy, claim or dispute being referred to herein as a “Claim”) shall be
resolved in accordance with the National Rules for the Resolution of Employment Disputes of
the American Arbitration Association then in effect. Such arbitration shall take place in
Atlanta, Georgia. The arbitrator’s award shall be final and binding upon both parties.




b. A demand for arbitration shall be made within a reasonable time after the Claim has
arisen. In no event shall the demand for arbitration be made after the date when an
institution of legal and/or equitable proceedings based on such Claim would be barred by the
applicable statute of limitations. Each party to the arbitration will be entitled to be
represented by counsel and shall have the right to subpoena witnesses and documents for the
arbitration hearing. The arbitrator shall be experienced in employment arbitration and
licensed to practice law in the state of Georgia. The arbitrator shall have the authority to
hear and grant a motion to dismiss and/ or motion for summary judgment, applying the
standards governing such motions under the Federal Rules of Civil Procedure.




c. Except as otherwise awarded by the arbitrator, each party shall pay the fees of its
respective attorneys, the expenses of its witnesses and any other expenses connected with
presenting its Claim or defense. To the extent permitted by law, the prevailing party shall
be entitled to receive, in addition to all other relief, payment of all expenses of
litigation and arbitration, including attorney’s fees.




d. The parties indicate their acceptance of the foregoing arbitration requirement by
initialing below:



	 	 	 	 	 	 	 	 	 
	 
	 

	 	 

For the Company
	 	 
	 	 

Employee
	 	 





18. Miscellaneous. This Agreement constitutes the entire agreement between the Parties
concerning the subject matter of this Agreement. This Agreement supersedes any prior
communications, agreements or understandings, whether oral or written, between the Parties relating
to the subject matter of this Agreement. This Agreement may not be amended or modified except in
writing signed by both Parties. This Agreement shall be assignable to, and shall inure to the
benefit of, the Company’s successors and assigns, including, without limitation, successors through
merger, consolidation, or sale of a majority of the Company’s assets. Employee shall not have the
right to assign Employee’s rights or obligations under this Agreement, except as permitted under
the laws of descent and distribution. The laws of the State of Georgia shall govern this Agreement.






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The Parties hereto have executed this Agreement as of the day and year first written below.




	 	 	 	 	 	 	 	 	 	 	 
	GEOVAX, INC.	 	 	 	EMPLOYEE	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 
	 	 
	 	By:
	 	 
	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Robert T. McNally Ph. D. / President & CEO
	 	 	 	 	 	Mark W. Reynolds	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 
	 	 
	 	Date:
	 	 
	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 






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