EXHIBIT 10.1


 





EXECUTIVE
EMPLOYMENT AGREEMENT


 


This EXECUTIVE EMPLOYMENT
AGREEMENT (this “Agreement”) is made on May 20, 2013, by and between ADVANCED CELL TECHNOLOGY, INC.,
a Delaware corporation (the “Company”) and EDWARD MYLES, an individual (the “Executive”).


 


WHEREAS, the Board of Directors of
the Company (the “Board”) has approved and authorized the entry into this Agreement with Executive; and


 


WHEREAS, Company desires to employ
Executive to serve as the Company's Chief Financial Officer and Executive Vice President of Corporate Development, and Executive
desires to so serve, on the terms and conditions set forth in this Agreement.


 


NOW, THEREFORE, in consideration
of the promises and mutual covenants and agreements herein contained, and for other valuable consideration, the receipt and sufficiency
of which is hereby acknowledged by Company and Executive, and intending to be legally bound hereby, the Company and Executive hereby
agree to enter into this Agreement in its entirety as follows:


 


1.            Term.
Executive’s employment pursuant to this Agreement with the Company shall commence as of June 12, 2013 (the “Commencement
Date”) and shall end on December 31, 2015, unless sooner terminated or as extended pursuant to a Renewal Term in accordance
with the terms of this Agreement (the initial term together with any Renewal Term shall be referred to herein as the “Term”).
Commencing on December 31, 2015 and on each successive anniversary thereof (each, an “Extension Date”), the
Agreement shall be automatically extended for an additional one-year period (each a “Renewal Term”), unless
Executive or the Company provides the other party with at least sixty (60) days’ prior written notice before the next Extension
Date that the Agreement shall not be so extended (a “Nonrenewal Notice”). During each Renewal Term, Executive
and the Company shall continue to be bound by the duties and obligations under this Agreement (except that, during each Renewal
Term, the Company shall not be obligated to pay a Signing Bonus or grant any stock options under Section 4 below). Notwithstanding
the foregoing, Executive’s employment under this Agreement may be terminated during the Term, in accordance with the terms
hereof. The giving of a Nonrenewal Notice by the Company shall be treated as a termination without Cause by the Company as of the
end of the Term.


 




    	 



    	 



    

2.            Employment.
Executive shall be employed as and hold the title of Chief Financial Officer and of Executive Vice President of Corporate Development
from the Commencement Date. Executive shall perform all duties incident to the position of Chief Financial Officer and as Executive
Vice President of Corporate Development as well as any other duties as may be reasonably assigned to Executive from time to time
consistent or associated with either or both of such positions. Executive shall report to the Chief Executive Officer of the Company
(“CEO”) and the Board. Executive shall devote substantially all of Executive's working time, attention and energies
exclusively to the business and affairs of the Company; provided, however, the Company acknowledges that Executive is an
executive and/or director in the entities listed on Schedule “A” attached hereto, as may be amended from time
to time with the approval of the CEO and/or the Board, as described therein and may continue in such capacities only so long as
such activities do not unreasonably or materially interfere with the performance of his duties under this Agreement and do not
present any conflicts of interest with the Company.


 


3.            Base
Salary. The Company shall pay Executive an annual salary at the rate of three hundred
and thirty thousand ($330,000) per year (the “Base Salary”)
during the Term, less applicable deductions. With respect to the Base Salary for any calendar year during the Term in which Executive
is employed during the entire calendar year, the Company, in its sole discretion, shall increase (but not decrease) the Base Salary,
by an amount determined by the Board; provided, however, that each such annual increase will not be less than three percent (3%).
The Company is not required to provide a Base Salary increase to Executive for calendar year 2013. When considering increases in
the Base Salary, the Company shall consider the evaluation(s) of the Executive’s service performance, the Executive’s
individual performance objectives, the Company’s performance, the compensation practices of other publicly traded companies
that are similar (e.g., in size, revenue, industry, etc.) to the Company and any other factors deemed relevant by the Company (collectively,
the “Performance Metrics”). The Base Salary shall be payable
by the Company to Executive in substantially equal installments in accordance with the Company’s payroll policy in effect
from time to time. The Company’s awards of deferred compensation, discretionary bonus, retirement, stock option and other
Executive benefit plans and in fringe benefits shall not reduce the Base Salary; provided, however, that voluntary deferrals or
contributions by the Executive to such plans agreed to by Executive, if any, shall reduce the current
cash compensation paid to Executive. 


 


4.            Bonuses; Stock Awards. 


 


(a)          Within
ten (10) days following the execution of this Agreement by Company and Executive, Company will pay to Executive a signing bonus
in the amount of twenty thousand dollars ($20,000) (the "Signing Bonus"). The Signing Bonus will be deemed fully
earned by Executive upon Executive's execution of this Agreement and delivery of this Agreement by Executive to Company.


 




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(b)          During
the first month of any calendar year during the Term, the Company shall determine the amount of Executive’s performance
bonus based on the Executive’s achievement in the immediately prior calendar year (“Service Year”) of
his performance objectives established by the Board after consultation with the Executive (“Bonus Metrics”).
The Executive’s annual target bonus percentage shall be thirty-five percent (35%) of the Base Salary, provided any performance
bonus may be greater or less than the amount projected by the target bonus percentage based on Executive’s achievement of
the Bonus Metrics. Notwithstanding the foregoing, the Company may, in its sole discretion, pay the Executive special discretionary
bonus(es) at any time. The performance bonus and special discretionary bonus shall be collectively referred to as the “Annual
Bonus”.


 


Any Annual Bonus in respect of a Service Year
shall be deemed earned and payable on the last day of such Service Year, unless the Company terminates Executive’s employment
for Cause or Executive terminates his employment other than for Good Reason prior to the payment date of the Annual Bonus. The
Company shall pay such Annual Bonus to Executive in lump sum no later than two and a half (2 1⁄2) months after the end of
the Service Year, except as provided below. Notwithstanding any provision in this Agreement to the contrary, if the Company terminates
Executive’s employment for Cause or Executive terminates his employment other than for Good Reason prior to the payment date
of an Annual Bonus, then Executive shall not be entitled to receive such Annual Bonus.


 


(c)           Promptly
following execution of this Agreement, and in all events subject to the execution and delivery by Executive of a Stock Option Agreement
consistent with the terms hereof, the Company shall grant to Executive, under the Advanced Cell Technology, Inc. 2005 Stock Option
Plan (“Stock Option Plan”), a non-qualified option to purchase Fourteen Million (14,000,000) shares of common
stock of the Company with an exercise price per share equal to the fair market value per share of common stock on the grant date
as determined pursuant to the Stock Option Plan (the “Stock Option”). Except as provided below,
4,666,667 of the shares subject to the Stock Options shall vest on December 31, 2013, and 2,333,333of the shares subject to the
Stock Option shall vest on each of June 30, 2014, December 31, 2014 and June 30, 2015, and 2,333,334 of the shares subject the
Stock Option shall vest on December 31, 2015, provided that Executive is employed by the Company on each of such dates,
subject to the accelerated vesting described herein. If the Company terminates Executive’s employment
without Cause or Executive terminates his employment for Good Reason, the Stock Options that otherwise would have vested
during the twelve (12)-month period immediately subsequent to the date of such termination had Executive’s employment not
been terminated shall become fully vested and exercisable on the date of such termination. If the Executive’s
employment is terminated because of Executive’s death or Disability (as defined below), the Stock Options that otherwise
would have vested during the eighteen (18)-month period immediately subsequent to the date of such termination had Executive’s
employment not been terminated shall become fully vested and exercisable on the date of such termination.



 




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Upon a Change
in Control (defined below), all unvested Stock Options shall become fully vested and exercisable
on the date of such Change in Control. For the avoidance of doubt, and notwithstanding anything to the contrary herein, in the
event that Executive’s employment is terminated by the Company for Cause or by the Executive without Good Reason, all unvested
(but not vested) Stock Options shall be forfeited on the date of termination. 


 


The common stock underlying the Stock Option
shall be registered by the Company pursuant to the Securities Act of 1933 (on SEC Form S-8) and shall not be subject to any restrictions
whatsoever (other than the Company’s insider trading and blackout policies, in the event Executive is then deemed to be an
“insider”) once the Stock Option has vested.


 


Subject to the
exceptions below, the Stock Option, once vested, shall remain exercisable by Executive for the period of time set forth in the
Stock Option and the corresponding Stock Option Agreement which shall be ten years from the date of the Stock Option grant (“General
Exercise Period”). Notwithstanding the foregoing, if the Company terminates Executive’s employment for any reason
other than Cause or Executive terminates his employment for Good Reason, the Stock Option shall
be exercisable by Executive for a post-employment period of twelve (12) months, commencing on the date of such termination, but
in no event shall the option be exercisable after the expiration of General Exercise Period. For the avoidance of doubt, to the
extent there are any inconsistencies between this Agreement and Stock Option Plan, Stock Option Agreement and/or any related documents,
this Agreement shall control. 


 


Furthermore,
if the Executive’s employment is terminated because of Executive’s death or Disability, the
Stock Option shall be exercisable by Executive for a post-employment period of eighteen (18) months, commencing on the date of
such termination, but in no event shall the Stock Option be exercisable after the expiration of the General Exercise Period. The
parties understand that the Stock Option will be documented pursuant to separate award/grant agreements or notices consistent with
the provisions of this Agreement, and will not be effective until such agreements have been entered into. The Company agrees to
prepare such separate agreements or notices within thirty (30) days of the Commencement Date.


 


Executive is also eligible to be considered
for annual grants of long-term incentive and equity compensation awards at the Company’s sole discretion. In the event the
Company elects to make any such grants, such grants may consist of options to purchase shares of common stock of the Company and/or
shares of restricted common stock of the Company, as determined by the Company in its sole discretion.


 




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5.            Benefits.
During the Term, Executive shall receive the following benefits and/or be entitled to participate in the following benefits programs
of Company:


 


(a)          Executive
shall be eligible to participate under the same terms and conditions as other comparable executive officers of the Company in the
health and retirement benefit plans and other employee benefit plans, including any pension, profit sharing, life insurance, disability
insurance, education, or other health, retirement or employee benefits that the Company has adopted or may hereafter adopt for
the benefit of its employees and/or executive officers; provided that the Executive’s participation is permissible under
the terms of the respective plan or arrangement and that Employee complies with all conditions attendant to coverage by such plans
as they may be amended from time to time. Nothing herein shall be construed as requiring the Company to establish or continue any
particular benefit plan in discharge of its obligations under this Agreement. 


 


(b)          Executive
shall be reimbursed for his legal fees incurred in connection with negotiating and drafting this Agreement up to a maximum of
five thousand dollars ($5,000).


 


(c)          Executive
agrees that the Company may apply for and take out in its own name and at its own expense such “key person” life insurance
upon the life of Executive as the Company may deem necessary or advisable to protect its interests; provided, however, that (i)
such insurance coverage does not otherwise diminish or restrict Executive's eligibility for and/or participation level in any benefit
plan or arrangement described in this Section 5, and (ii) such coverage does not otherwise diminish any other economic benefit
to which Executive is entitled pursuant to the terms of this Agreement, and (iii) no taxable income is attributed to Executive
as a result of such coverage. Executive agrees to reasonably assist and reasonably cooperate with the Company in procuring such
insurance, including (without limitation) submitting to medical examinations for purposes of obtaining and/or maintaining such
insurance. Executive agrees that he shall have no right, title or interest in and to such insurance.


 


6.            Vacation.
Executive shall be entitled to five (5) weeks annual
paid vacation to be earned in accordance with the Company’s policy, in addition to holidays and other paid time off (excluding
vacation) provided to similarly situated executive officers of the Company. The maximum amount of accrued vacation to which Executive
may be entitled at any time is twelve (12) weeks. 


 




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7.           Business
Expenses. During such time as Executive is rendering services hereunder, Executive shall be entitled to incur and be reimbursed
by the Company for all reasonable business expenses in accordance with Company policies. The Company agrees that it will reimburse
Executive for all such expenses upon the presentation by Executive, on a monthly basis, of an itemized statement of such expenditures,
which sets forth the date, the purposes for which incurred, and the amounts thereof, together with such receipts showing payments
in conformity with the Company’s established policies. Reimbursement for approved expenses shall be made within a reasonable
period not to exceed thirty (30) days after the receipt of foregoing statements and supporting documentation.


 


8.           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.


 


9.           Termination.
Executive's employment with Company may be terminated in accordance with the terms of this Agreement
with the effects specified below. 


 


9.1.        Death.
This Agreement shall terminate upon Executive’s death. In the event of such a termination, Company’s sole obligation
shall be to pay Executive’s estate, within sixty (60) days after the date of the termination of Executive’s employment:
(i) any earned and unpaid Base Salary and accrued, unused vacation earned prior to the termination of Executive’s employment,
(ii) any earned and unpaid Annual Bonus (in accordance with Section 4) prior to the termination of Executive’s employment,
(iii) any unpaid reimbursements due Executive for expenses incurred by Executive prior to the termination of Executive’s
employment in accordance with Section 7 hereof (remunerations under clauses (i), (ii) and (iii) are collectively referred to as
the “Accrued Obligations”) and (iv) to the extent not already
payable under clause (ii), a lump-sum payment equal to the Annual Bonus for the Service Year in which Executive’s death occurs,
pursuant to Section 4(b), prorated by the number of days prior to death in
the Service Year in which the death occurs.


 




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9.2.         Disability.
If, as a result of Executive’s incapacity due to physical or mental illness, Executive shall have been absent from the full
time performance of substantially all of his material duties with Company for forty-five (45) consecutive days or ninety (90) days
total within any six (6)-month period, Executive's employment may be terminated by Company or by Executive for “Disability.”
Termination shall occur immediately upon written notice delivered to Executive by Company or by Executive to Company. In the event
of such a termination, Company’s sole obligation shall be to pay Executive, within sixty (60) days after the date of the
termination of Executive’s employment, or an earlier date if required by law, the amount of the Accrued Obligations and,
to the extent not already payable as part of the Accrued Obligations, a lump-sum payment equal to the Annual Bonus for the Service
Year in which Executive’s Disability occurs, pursuant to Section 4(b), prorated by the number of days prior to Disability
in the Service Year in which Disability occurs. Additionally, if Executive is not covered by any other comprehensive health and
dental insurance that provides a comparable level of benefits, Company will reimburse Executive on a month-by-month basis an amount
equivalent to Executive’s COBRA payments up to twelve (12) months following the date of termination or the maximum term allowable
by then applicable law for COBRA coverage of Executive and his eligible dependents. 


 


9.3.         Cause.
The Company may terminate Executive's employment hereunder for Cause. For purposes of this Agreement, “Cause”
means:


 


(i)         material
act or acts of fraud or dishonesty undertaken by Executive during the course of his employment;


 


(ii)        misconduct
by Executive that is willful or deliberate on Executive’s part and that, in either event, is materially injurious to Company,
monetarily or otherwise;


 


(iii)       the
indictment, formal charge, conviction of Executive of, or the Executive entering of a plea of nolo contendere to, a misdemeanor
involving fraud, theft, dishonesty or moral turpitude or a felony, or Executive’s debarment by the U.S. Food and Drug Administration
from working in or providing services to any pharmaceutical or biotechnology company;


 


(iv)       a material breach of any terms and conditions of this Agreement by Executive and such breach has not been cured by Executive
within thirty (30) days after written notice thereof to Executive from Company;


 




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(v)        Executive’s material failure to perform his duties or follow the lawful directions of the Board and such failure has
not been cured by Executive within thirty (30) days after written notice thereof to Executive from Company; or


 


(vi)       a
material breach of any of the Company’s written policies that have been provided to the Executive and such breach has not
been cured by Executive within thirty (30) days after written notice thereof to Executive from Company.


 


In the event of termination for Cause, without
limiting any of the Company’s rights or remedies in law and/or equity, Executive will only be entitled to receive within
sixty (60) days after the date of the termination of Executive’s employment, the amount of the Accrued Obligations. Executive
will not be entitled to any other salary, benefits, bonuses or other compensation after such date.


 


9.4.         Without
Cause. This Agreement may also be terminated by Company without Cause, for any reason
or no reason, at any time. In the event Company terminates this Agreement other than for Cause, the Company’s sole obligation
shall be to pay Executive: (a) the amount of the Accrued Obligations within sixty (60) days following the date of such termination
or on an earlier date if required by law and (b) the Severance Benefits (defined below); provided that with respect to the amounts
payable under clause (b) such termination constitutes a “separation from service” as defined in Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”) and the
Executive executes and delivers the Company’s general release, in a form mutually agreeable to the Company and the Executive,
for employees (and does not revoke such general release) (the “Release”)
within sixty (60) days following the date of the termination of Executive’s employment by Company. 


 


9.5.         By
Executive. Executive may terminate this Agreement for any reason or no reason at any
time upon written notice to Company. 


 


(a)           In
the event Executive terminates this Agreement for “Good Reason,” Executive shall be entitled to receive: (i) the amount
of the Accrued Obligations within sixty (60) days following the date of such termination or on an earlier date if required by law
and (ii) the Severance Benefits; provided that with respect to the amounts payable under clause (ii) such termination constitutes
a “separation from service” as defined in Code Section 409A and Executive executes the Release (and does not revoke
such Release ) within sixty (60) days following the date of the termination of Executive’s employment by Company.


 




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As used herein, “Good Reason”
shall mean:


 


		(i)	Any material diminution in Executive’s Base Salary (unless such diminution is consistent
with the same percentage level of Base Salary reduction applicable to other senior executives);



 


		(ii)	A material diminution in Executive’s authority, duties, or responsibilities;



 


		(iii)	A material change in the geographic location at which Executive must perform his services
to the Company (i.e., such geographic location is beyond a fifty (50) mile radius from the geographic location at which Executive
performs his services to the Company as of the Commencement Date); 



 


		(iv)	A material breach by the Company of this Agreement; or 



 


(vi)        in
the event of a Change in Control, in addition to clauses (i) – (iv) above:


 


		a.	A material diminution in Executive’s authority, duties, or responsibilities; or



 


		b.	A material change to the reporting structure set forth in Section 2.



 


Executive shall provide Company written notice
of any claimed event of Good Reason within thirty (30) days of the date such Good Reason event set forth above first occurred without
Executive’s consent. Executive’s termination for Good Reason will only be effective if Company does not cure or attempt
to cure such claimed event of Good Reason within thirty (30) days of receipt of written notice from Executive (such notice shall
describe in detail the basis and underlying facts supporting Executive’s belief that a Good Reason event has occurred). Company
shall notify Executive in writing of the timely cure of any claimed event of Good Reason and the manner in which such cure was
effected, and upon receipt of written notice from Executive of his concurrence that a cure has been effectuated, any notice delivered
by Executive based on such claimed Good Reason shall be deemed withdrawn and shall not be effective to terminate this Agreement.


 




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As
used herein, “Change in Control” shall mean:


 


		(i)	a sale, transfer or disposition of all or substantially all of the Company’s assets other than to (x) a corporation or
other entity of which at least a majority of its combined voting power is owned directly or indirectly by the Company or its shareholders;
or (y ) an Excluded Entity (as defined in subsection (ii) below);



 


		(ii)	any merger, consolidation or other business combination transaction of the Company with or into another corporation, entity
or person, other than (x) a transaction with or into another corporation, entity or person in which the holders of at least a majority
of the shares of voting capital stock of the Company outstanding immediately prior to such transaction continue to hold directly
or indirectly (either by such shares remaining outstanding in the continuing entity or by their being converted into shares of
voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital
stock of the Company (or the surviving entity) outstanding immediately after such transaction (an “Excluded Entity”)
or (y) a merger the sole purpose of which is to change the Company’s jurisdiction of incorporation; or



 


		(iii)	the sale of all or substantially all of the capital stock of the Company, other than stock sale
transactions by the Company for financing purposes.



 


(b)           In
the event Executive terminates this Agreement other than for Good Reason, without limiting any of the Company’s rights
or remedies in law and/or equity, Executive will only be entitled to receive, within sixty (60) days after the date of the termination
of Executive’s employment or on an earlier date if required by law, the amount of the Accrued Obligations. 



 


9.6.          Severance
Benefits. If Executive satisfies the conditions for the Severance Benefits in Section 9.3 or Section 9.5(a) above, Company
shall pay Executive the following payments (collectively, the "Severance Benefits"), subject to Section 18 below:



 




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(a)           lump
sum payment equal to twelve (12) months of the Base Salary in effect on the date of termination, payable within sixty (60) days
after the date of the termination of Executive’s employment,


 


(b)           if
Executive is not covered by any other comprehensive health and dental insurance that provides a comparable level of benefits, Company
will reimburse Executive on a month-by-month basis an amount equivalent to Executive’s COBRA payments up to twelve (12) months
following the date of termination, and


 


(c)           lump-sum
payment equal to thirty-five percent (35%) of the Base Salary in effect on the date of termination, payable within sixty (60) days
after the date of the termination of Executive’s employment.


 


10.          Assignment


 


(a)           This
Agreement may not be assigned by Executive.


 


(b)           This
Agreement may be assigned by Company provided that Company shall require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Company to expressly assume and
agree to perform under this Agreement in the same manner and to the same extent that Company would be required to perform as if
no such succession had taken place.


 


11.          Covenants.



 


11.1.        Confidential
Information. During the Term of this Agreement and thereafter, Executive will preserve
and protect the confidentiality of the “Confidential Information” (defined below), including the confidential information
owned by a third party, whether disclosed to Executive before this Agreement is signed in anticipation of his employment by the
Company or during the Term of his employment. Except as required in the course of performing services to or on behalf of the Company
or as may be required by law (and in such event Executive agrees to provide the Company with prompt notice of any such requirement
and cooperate, at the Company’s sole cost and expense, in any attempt by the Company to seek a protective order or similar
treatment), Executive will not (i) disclose or provide the Confidential Information to any person, except to the Company’s
employees and professional advisors; (ii) remove Confidential Information from the Company’s premises unless removal is necessary
for the performance of Executive’s duties for the Company; or (iii) use Confidential Information for Executive’s own
benefit or for the benefit of anyone other than the Company. Executive will use good faith efforts to notify the Company promptly
if he learns of any unauthorized use, copying or disclosure of Confidential Information, or if Executive believes that Confidential
Information is being misappropriated, lost or disclosed, and Executive will not further use, copy or disclose same. Executive understands
that unauthorized use or disclosure of such Confidential Information during his employment may lead to disciplinary action, up
to and including termination. 


 




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“Confidential
Information” shall mean all information of any kind, type or nature (written,
stored on magnetic or other media or oral) which at any time during the employment of Executive by Company is or has been compiled,
prepared, devised, developed, designed, discovered or otherwise learned of by Executive in his capacity as an employee to the extent
that such information relates to Company and/or its affiliates, including, without limitation, (a) all projects, contract terms,
price lists, pricing information, sales presentations, marketing plans, trade secrets, methods, techniques, processes, and confidential
trade knowledge and computer programs of Company and/or its affiliates; (b) any “Work Product” (as defined in Section
11.5 below) of Company and/or its affiliates; (c) prospective and current customers, licensors, licensees, service providers, vendors
and distributors of Company and/or its affiliates; (d) strategies, budgets, business plans, financial statements, projects and
other financial information of Company and/or its affiliates; (e) know-how, financial, customer, demographic and other information
concerning the methods of development and operation of Company and/or its affiliates; and (f) research, development, designs, code,
formulas, patterns, patents, patent applications, compilations, devices, current and proposed products, platforms or services,
marketing, promotions, sales and other business plans of Company and/or its affiliates. Notwithstanding the foregoing, Confidential
Information shall not include information that: (i) was publicly known or made generally available to the public without breach
of this Agreement, and such knowledge or availability was not caused by Executive or with his assistance; (ii) Executive can show
was given to him by a third party who is not obligated to maintain its confidentiality; (iii) Executive can show was developed
by him before he signed this Agreement; (iv) is generally known in the trade or industry in which the Company operates; or (v)
Executive can show is independently developed by him after the termination of his employment without use of any Confidential Information.



 


Executive
agrees that all Confidential Information that Executive uses, generates or becomes aware of in connection with his employment for
the Company belongs to the Company or identified third parties. Executive acknowledges that such Confidential Information is specialized,
unique in nature and of great value to Company, and that such information gives Company a competitive advantage. Upon the termination
of his employment, Executive will promptly deliver to Company all documents, maintained in any format, including electronic or
print, (and all copies thereof) in his possession containing any Confidential Information.



 


11.2.       Noncompetition



 


Except as otherwise provided herein, Executive
agrees that during the Term of this Agreement he will not, directly or indirectly, without the prior written consent of Company,
provide consulting services with or without pay, or own, manage, operate, join, control, participate in, or be connected as a stockholder,
employee, partner, or otherwise with any business, individual, partner, firm, corporation, or other entity which is then in competition
with Company or any present affiliate of Company in the biotech industry; provided, however, that the “beneficial ownership”
by Executive, either individually or as a member of a “group,” as such terms are used in Rule 13d of the General Rules
and Regulations under the Securities Exchange Act of 1934 (“Exchange Act”), of not more than 5% of the voting
stock of any corporation shall not be a violation of this Agreement. Notwithstanding the foregoing, Executive shall be permitted
to maintain the ownership interests and directorship described on Exhibit “A” attached hereto so long as they do not
interfere with the performance of his duties and do not constitute competitive activities.


 




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11.3.       Right
to Company Materials.  


 


Executive agrees that all materials, books,
files, reports, correspondence, records, and other documents (“Company Material”) used, prepared, or made available
to Executive, shall be and shall remain the property of Company. Upon the termination of his employment and/or the expiration of
this Agreement, all Company Materials shall be returned immediately to Company, and Executive shall not make or retain any copies
thereof, unless and except to the extent required by applicable law, rule or regulation and provided that Executive gives the Company
with specific written notice of the copies retained and the purpose of retaining them.


 


11.4.       Non-solicitation.



 


Executive understands
and agrees that in the course of employment with Company, Executive will obtain access to and/or acquire Company trade secrets,
including Confidential Information, which are solely the property of Company. Therefore, to protect such trade secrets, Executive
promises and agrees that during the term of this Agreement, and for a period of one (1) year thereafter, he will not solicit
or assist or instruct others in soliciting any employees of Company or any of its present or
future subsidiaries or affiliates, to divert their employment or business to or with any individual, partnership, firm, corporation
or other entity then in competition with the business of Company, or any subsidiary or affiliate of Company. 


 


11.5.       Ownership
of Work Product. The Company shall be the sole owner, in perpetuity, throughout the universe in any and all languages, of all
right, title and interest in and to the results and proceeds of Executive’s services performed on behalf of Company and its
affiliates and any third party on behalf of the foregoing, whether under this Agreement, or any other agreement, including without
limitation all material, tangible or intangible, produced, conceived, developed, acquired, obtained, created and/or furnished by
or submitted to Executive during the Term, of any kind and nature whatsoever, including without limitation, all works of authorship,
artistic works, writings, designs, drawings, tests, data survey results, compositions, computer programs, any type of advertising,
promotional and public relation concepts, programs and strategies, patents, code, software, source code, object code, HTML code,
XML code and other software code of any kind whatsoever, improvements, inventions, reports, materials, business plans, ideas, concepts,
formats, suggestions, developments, arrangements, packages, programs, copyrights and any other intellectual property or intangible
rights (collectively, the "Work Product"). Any work in connection with such services shall be considered a "work
made for hire" under the Copyright Law of the United States and Executive recognizes and agrees that Company is the sole author
and copyright holder of such work and that Company is acquiring the maximum rights permitted to be obtained by employers and purchasers
of literary material. Any Work Product created and/or submitted to Company hereunder shall automatically become the sole property
of Company and Executive hereby transfers and agrees to transfer and assign to Company all rights and materials related to or comprising
the Work Product (including, but not limited to, all trademarks, patents and copyrights and similar protections and renewals and
extensions thereof and any and all causes of action that may have heretofore accrued in Executive’s favor for infringement
of thereof). Neither the suspension nor termination of Executive hereunder nor the expiration of this Agreement will in any way
adversely affect Company’s ownership of the Work Product.


 




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Executive
represents, warrants and agrees that the Work Product shall be free and clear of any claims by Executive (or anyone claiming under
The Executive) of any kind or character whatsoever, except to the extent that California Labor Code Section 2870 (if applicable)
lawfully prohibits the assignment of rights in such Work Product. In this regard, and California Labor Section 2870 allows Executive
to own any invention with respect to which the Executive can prove: (a) it was developed entirely on Executive’s own time;
(b) it was developed without the use of any equipment, supplies, facilities or trade secret information of Company or its affiliates;
(c) it does not relate to the business of Company or its affiliates or the actual or demonstrably anticipated research or development
of Company or its affiliates; and (d) it does not result from any work performed by Executive for Company or its affiliates. 


 


To the
extent the Work Product is not created as a work-for-hire, Executive hereby transfers and agrees to transfer and assign to Company
all rights and materials related to or comprising the Work Product (including, but not limited to, all copyrights and similar protections
and renewals and extensions of copyright and any and all causes of action that may have heretofore accrued in Executive's favor
for infringement of copyright). Executive shall, at Company's request, execute and deliver to Company such documents or other instruments
which Company may from time to time reasonably deem necessary or desirable to evidence, maintain, perfect, protect, enforce or
defend Company’s right, title and interest in and to the Work Product and to carry out the intents and purposes of this Section
11.5. In the event that Executive fails promptly to execute, acknowledge or deliver to Company any agreements, assignments, quitclaims
or other instruments required by Company hereunder, Company is hereby irrevocably appointed Executive’s attorney-in-fact
(which agency shall be deemed coupled with an interest) with full right, power and authority to execute, acknowledge, verify and
deliver the same in the name of and on behalf of the Executive. This Agreement shall inure not only to Company’s benefit,
but also to the benefit of all parties who may hereafter acquire the right to distribute, exhibit, advertise and/or exploit any
of the results or proceeds of Executive’s services and/or the Work Product. Company may release the Work Product in which
Executive’s services or writings appear under any company name or trademark, trade name, etc., designated by Company. 


 


11.6        Injunctive
Relief. Executive agrees that if he materially breaches the promises made in this
Section 11, the Company will suffer irreparable and continuing damage, for which there will be no adequate remedy at law. Executive
agrees that the Company will be entitled to seek injunctive relief and/or a decree of specific performance, or other equitable
relief, without bond, and without prejudice to any other right or remedy that may be available in the event of a breach (including
monetary damages if appropriate). 


 


11.7        Survival. 
This entire Section 11 shall survive the termination or expiration of this Agreement for the periods of time indicated herein or
indefinitely if no period of time is indicated.


 




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12.         Notice


 


For the purpose of this Agreement, notices
and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when
delivered or when mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed to
the respective addresses set forth below, or to such other addresses as either party may have furnished to the other in writing
in accordance herewith, exception that notice of a change of address shall be effective only upon actual receipt:


 


	 	Company:	Advanced Cell Technology, Inc.
	 	 	33 Locke Dr.
	 	 	Marlborough, MA 01752
	 	 	Attention: Chief Executive Officer
	 	 	 
	 	 	 
	 	 	With a courtesy copy (which shall not constitute notice) to:
	 	 	 
	 	 	Venable LLP
	 	 	2049 Century Park East, 21st Floor
	 	 	Los Angeles, California 90067
	 	 	Attention: Alan J. Epstein, Esq.
	 	 	 
	 	 	 
	 	Executive	Edward Myles
	 	 	7 Benson Circle
	 	 	North Easton, MA 02356


 


13.         Amendments
or Additions. No amendment or additions to this Agreement shall be binding unless
in writing and signed by both parties hereto.


 


14.         Section
Headings. The section headings used in this Agreement are included solely for convenience
and shall not affect, or be used in connection with, the interpretation of this Agreement.


 


15.         Severability.
The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect
the validity or enforceability of the other provisions hereof.


 




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16.         Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which together will
constitute one and the same instrument.


 


17.         Arbitration.
Except as provided herein, any controversy or claim arising out of or relating in any way to this Agreement or the breach thereof,
or Executive's employment and any statutory claims including all claims of employment discrimination shall be subject to private
and confidential arbitration in Suffolk County, Massachusetts in accordance with the laws of the Commonwealth of Massachusetts
The arbitration shall be conducted in a procedurally fair manner by a mutually agreed upon neutral arbitrator selected in accordance
with the National Rules for the Resolution of Employment Disputes (“Rules”)
of the American Arbitration Association or if none can be mutually agreed upon, then by one arbitrator appointed pursuant to the
Rules. The arbitration shall be conducted confidentially in accordance with the Rules. The arbitration fees shall be paid by the
Company. Each party shall have the right to conduct discovery including depositions, requests for production of documents and
such other discovery as permitted under the Rules or ordered by the arbitrator. The statute of limitations or any cause of action
shall be that prescribed by law. The arbitrator shall have the authority to award any damages authorized by law for the claims
presented including punitive damages and shall have the authority to award reasonable attorney’s fees to the prevailing
party in accordance with applicable law. The decision of the arbitrator shall be final and binding on all parties and shall be
the exclusive remedy of the parties. The award shall be in writing in accordance with the Rules, and shall be subject to judicial
enforcement in accordance with Massachusetts law. Notwithstanding
anything to the contrary contained in this Section, nothing herein shall prevent or restrict the Company or Executive from seeking
provisional injunctive relief from any forum having competent jurisdiction over the parties.


 


18.          Section
409A. This Agreement is intended to comply with Code Section 409A and will be interpreted
in a manner intended to comply with Code Section 409A. Notwithstanding anything herein to the contrary, to the extent any
reimbursements or in-kind benefits due to Executive under this Agreement constitute “deferred compensation” under Section 409A
of the Code, any such reimbursements or in-kind benefits shall be paid to Executive in a manner consistent with Treas. Reg. Section
1.409A-3(i)(1)(iv). Any reimbursement of COBRA premiums hereunder following termination of employment shall be consistent with
Treas. Regs. Section 1.409A-1(b)(9)(v). Each payment made under this Agreement shall be designated as a “separate payment”
within the meaning of Section 409A of the Code. Notwithstanding anything herein to the contrary, if any payment of money or
other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A
of the Code, Company, in its reasonable discretion, may decide such payments or other benefits shall be deferred if deferral will
make such payment or other benefits compliant under Section 409A of the Code (“a 409A Tax”),
or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by Company that
does not cause such accelerated or additional tax. In addition, to the extent Executive is a “specified employee” as
defined in Section 409A of the Code as of the earlier of a “separation from service” (as defined in Code Section 409A
and the regulations promulgated thereunder) or the date of termination of Executive’s employment, and the deferral of the
commencement of any compensation or benefits otherwise payable under this Agreement, or any other applicable separation program
or plan, as a result of such “separation from service” or termination of employment is necessary in order to prevent
a 409A Tax, then Company will postpone the commencement of such payment of any such compensations or benefits until the
first business day of the seventh month following Executive’s termination date (the “Delayed Payment Date”).
In the event that the preceding sentence requires a delay of any payment or benefit, such payment shall be accumulated and paid
in a single lump sum on the Delayed Payment Date, with interest for the period of delay, compounded monthly, equal to the prime
or base lending rate then in effect as of the date the payment would have otherwise been made. Company shall consult with Executive
in good faith regarding the implementation of the provisions of this Section, but Company shall determine the terms of any such
implementation. Executive acknowledges that Executive has been advised to obtain independent legal, tax or other counsel in connection
with 409A, and that Executive has done so to the extent that you deemed necessary or appropriate.


 




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19.          Golden
Parachute Provision. If it shall be determined that any payment or distribution by Company to or for the benefit of Executive
under this Agreement (a “Payment”) would be subject to the excise tax imposed by Code Section 4999 or any interest
or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties,
are hereafter collectively referred to as the “Excise Tax”), then Company shall calculate the amount Executive
will retain net after-all-taxes, including Excise Taxes, if all payments are made and also calculate the amount Executive shall
retain net after-all-taxes, including Excise Taxes, if payments are reduced to an amount so that no Excise Taxes are imposed, and
Company shall pay Executive the amount that maximizes the amount Executive will receive after-all-taxes. Company will consult with
Executive as to the appropriate Federal and any state income tax to be used in making such calculations. In the event that it is
determined that Executive should receive an amount that results in the Payment not being subject to Excise Taxes (the “Reduced
Payment”), Executive will advise Company as to how to reduce or eliminate the Payment or Payments from among the following
categories, except that, if required to avoid any additional tax under Section 409A of the Code, the reductions shall occur in
the following order without discretion of the Executive:


 


		(1)	the portion denominated and payable in cash;



 


		(2)	the portion payable in-kind, such as insurance coverage, or in cash as a reimbursement; and



 





		(3)	equity-based
compensation and enhancements, such as accelerated vesting and extended periods to exercise options.


 


Except as otherwise stated above, Executive
shall have full discretionary authority to determine which payments to reduce within any of the three categories described in the
preceding sentence, and can determine to have Company reduce payments in any or all of the three categories in such order as Executive
shall advise Company.  As promptly as practicable following such determination and election by Executive and subject to any
payment provisions otherwise applicable under this Agreement, Company shall pay to or distribute for the benefit of Executive such
Payments as are then due to Executive under this Agreement. In the event that Executive is nevertheless subject to Excise Tax,
the Company shall have no liability to Executive for payment thereof.


 


20.         Miscellaneous.
No provision of this Agreement may be modified, waived or discharged unless such waiver, modification
or discharge is agreed to in writing and signed by Executive and such officer as may be specifically designated by the Board. No
waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision
of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect
to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity,
interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Massachusetts without
regard to its conflicts of law principles. All references to sections of the Exchange Act shall be deemed also to refer to any
successor provisions to such sections. This Agreement may be executed in counterparts, each of which shall constitute an original
but all of which, taken together, shall constitute one document.


 


 


(signatures on following
page)


 




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IN WITNESS WHEREOF, each of the parties
hereto has executed this Agreement and has made it effective as of the date first indicated above.


 


 


	ADVANCED CELL TECHNOLOGY, INC.	EXECUTIVE	 


 


	 	 	 	 	 
	By: 	/s/ Gary Rabin	 	/s/ Edward Myles	 
	 	Gary Rabin, as its	 	EDWARD MYLES	 
	 	Chairman & CEO	 	 	 


 


 


 




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SCHEDULE A


 


 


EXISTING EXECUTIVE AND/OR DIRECTOR POSITIONS


 


Director and Treasurer of School on Wheels of Massachusetts,
a non-profit organization.


 


 


 


 


 


 








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