Employment Agreement dated as of October 30, 2010.



 EXHIBIT 10.1 
 IMMUNOCELLULAR THERAPEUTICS, LTD. 
 21900 Burbank
Boulevard, 3rd Floor 

Woodland Hills, California 91367 
 October 30, 2010 
 Mr. C. Kirk Peacock 

20 Salida del Sol 
 Santa Barbara, CA 93109

 Dear Kirk: 
 This
letter outlines the basis upon which ImmunoCellular Therapeutics, Ltd. (the “Company”) will continue to engage you as its Chief Financial Officer (“CFO”) and Treasurer. 

1. Engagement. You will be engaged as CFO and Treasurer of the Company for the term and upon the terms and conditions set
forth herein, and you accept such offer of engagement. As the Company’s CFO, your duties shall consist primarily of (i) the timely filing of all SEC filings, including preparing drafts of financial statements and the MD&A portions of
the Company’s Form 10-KSB and drafts of the Company’s Form 10-QSB and review of the Company’s registration statement disclosures; (ii) maintenance of the Company’s Sarbanes-Oxley compliance procedures and
confirming accounting compliance under Sarbanes-Oxley on a quarterly basis; (iii) preparation of annual two-year budgets (segmented quarterly) for the Company; (iv) closing of the Company’s financial books on a quarterly basis;
(v) coordinating reviews and audits of the Company’s financial statements by the Company’s independent public accounting firm; and (vi) quarterly presentations to the Company’s board of directors (the “Board”) of
the Company’s financial information, including quarterly budgets to actual; and (vii) oversee the Company’s accounts payable function. As the Company’s Treasurer, your duties shall consist primarily of (i) safeguarding of
the Company’s cash and investments; (ii) ensure compliance with the Company’s investment policy; and (iii) maintenance of the Company’s investment account. You will report to the President of the Company as well as the
Chairman of the Audit Committee of the Company. 
 2. Term. The term of your engagement will be through
March 31, 2011 commencing October 30, 2010; unless sooner terminated by you or the Company as set forth below in Section 7. The Company will have no obligation to continue to employ you in any capacity after March 31, 2011 or
liability to you in the event that it does not continue your employment with the Company after that date. 
 3.
Commitment/Part-time Status. For the compensation provided in Section 4, you will set aside and commit a minimum (on average) of one to two business days per week toward attending to the affairs of the Company as the CFO and
Treasurer. The Company recognizes and agrees that, due to your part-time status, you may accept other employment or consulting assignments concurrent with your engagement by the Company, which may include employment as an officer of publicly-traded
companies and/or employment by other companies engaged in biotech 








 Mr. Kirk Peacock 
 October 30, 2010 
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or pharmaceutical research and development, provided that you disclose such employment by any other company to the Company and that such companies are not engaged in any research or development
activities in the field of immunocellular therapies. 
 4. Compensation. As payment in full for your services
during the term of this Agreement, the Company shall pay you a monthly cash salary of $8,000 and shall issue you 19,231 shares of restricted common stock of the Company (the “Shares”). The Shares shall vest monthly during the term of this
Agreement at the rate of 3,847 shares for the first four months and 3,843 shares for the fifth month. The cash compensation shall be paid monthly on the first business day of each month. If this Agreement is terminated by the Company for any reason
except termination for cause, or is terminated by you for cause, all the previously unvested Shares will immediately become vested upon such termination. Upon any other termination of this Agreement, any then unvested Shares shall be cancelled. The
Shares will be issued to you from the Company’s 2006 Equity Incentive Plan. 
 5. Expenses. The Company will
promptly reimburse you for all reasonable business expenses incurred by you in connection with the business of the Company in accordance with regular Company policy regarding the nature and amount of expenses and the maintenance and submission of
receipts and records necessary for the Company to document them as proper business expenses. These expenses shall include, without limitation, out-of-pocket telephone, facsimile, office supplies and authorized travel expenses but shall not include
rent, utilities or similar overhead expenses incurred by you to maintain your office space. 
 6.
Indemnity. To the extent permitted by California law, you agree to indemnify and hold the Company harmless from and against any and all losses, damages, liabilities, costs, and expenses, including attorneys’ fees, arising
from or attributable to or resulting from your gross negligence or willful misconduct in rendering the services. You warrant and represent that you have full power and authority to enter into and perform this Agreement and that your performance of
this Agreement will not violate the provisions of any other agreement to which you are a party. The Company agrees to indemnify and hold you harmless from and against any and all claims, demands, causes of action, losses, damages, liability, costs
and expenses, including attorneys fees arising out of your services hereunder, other than those arising from or attributable to or resulting from your gross negligence or willful misconduct. The Company will name you as an officer on any policy of
directors and officers liability insurance it secures throughout the term of your engagement. 
 7.
Termination. This Agreement and your rights and obligations hereunder shall, under any of the following circumstances, terminate in advance of the time specified in Section 2 above, and you shall have the right to receive
only your compensation that shall be accrued hereunder through the effective date of such termination and shall have no right to receive any further compensation hereunder from and after the time of such termination: 

7.1 Death. This Agreement and your duties hereunder shall terminate immediately upon your death. 








 Mr. Kirk Peacock 
 October 30, 2010 
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 7.2
Termination by the Company. The Company may, at its option, terminate this Agreement and your duties hereunder by written notice to you at any time without cause upon 30 days written notice to you, in which case all of the
remaining cash compensation owing to you for the original term of this Agreement shall become immediately due and payable to you. The Company may terminate this Agreement for Cause (as hereinafter defined) at any time upon written notice to you.
“Cause” as used in this Agreement means that you, (i) after reasonable notice and warning, have failed to perform your assigned duties as defined in this Agreement, with such failure to be determined by the Board of Directors,
(ii) have materially breached any of the terms or conditions of this Agreement and have failed to correct such breach within 15 days following written notice from the Company of such breach, or (iii) have been charged with a felony or any
intentionally fraudulent act that materially damages, or may materially damage, the business or reputation of the Company. 

7.3 Termination by the You. You may terminate this Agreement at any time without cause upon 30 days written notice
to the Company or for cause upon written notice to the Company if the Company shall have materially breached any of the provisions of this Agreement and has failed to correct such breach within 15 days following written notice from you of such
breach. 
 8. Arbitration. In the event of any dispute under this Agreement, such dispute shall be resolved by
binding arbitration with JAMS/ENDISPUTE in Los Angeles, California. The arbitrator shall be a retired judge with at least five years of experience on the bench. This provision shall not be interpreted so as to require arbitration of claims that the
state and/or Federal Courts of California have ruled may not be the subjects of compelled arbitration in employment matters, nor shall it be interpreted so as to restrict any remedy, right of appeal or discovery device available to either party in a
manner that violates the rulings of the state and/or Federal Courts of California with respect to employment-related arbitration. This provision shall not be interpreted so as to preclude the making of reports to governmental offices, or to preclude
either party from seeking injunctive or provisional relief in a court of appropriate jurisdiction under such circumstances as may merit such relief. This arbitration provision is inapplicable to claims of less than $25,000. 

9. Confidentiality. While this Agreement is in effect and for a period of five years thereafter, you shall hold and keep
secret and confidential all “trade secrets” (within the meaning of California law) and shall use such information only in the course of performing your duties hereunder; provided, however, that with respect to trade secrets, you shall hold
and keep secret and confidential such trade secrets for so long as they remain trade secrets under California law. You shall maintain in trust all such trade secrets as the Company’s property, including, but not limited to, all documents
concerning the Company’s business, including your work papers, telephone directories, customer information and notes, and any and all copies thereof in your possession or under your control. Upon the expiration or earlier termination of your
employment with the Company, or upon request by the Company, you shall deliver to the Company all such documents belonging to the Company, including any and all copies in your possession or under your control. 








 Mr. Kirk Peacock 
 October 30, 2010 
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 10.
Applicable Law. This Agreement shall be interpreted in accordance with the internal laws of the State of California. 
 We are delighted that you have agreed to continue to serve as our Chief Financial Officer and Treasurer and look forward to working with you to make the Company a great success. 

 

					
		 	 Very truly yours,
  

IMMUNOCELLULAR THERAPEUTICS, LTD.

			
		 	By:	 	 /s/ Manish Singh

		 		 	 Manish Singh, Ph.D.

President and Chief Executive Officer

	 Agreed to and Accepted as of this 15th day
 of
November 2010.
	 		 	
			
	 /s/ C. Kirk Peacock
	 		 	
	C. Kirk Peacock