ex10-1.htm


    Exhibit
10.1

     

    EMPLOYMENT
AGREEMENT

    


    


    THIS
EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of this 24th day of
October, 2008 (the “Effective Date”), by and between ImmuneRegen BioSciences,
Inc., a Delaware corporation (the “Company”), and Hal Siegel, an individual
(“Employee”), with reference to the following facts:

    


    


    RECITALS

    


    WHEREAS, the Company desires that
Employee be employed as Vice-President and Chief Scientific Officer;
and

    


    WHEREAS, Employee is willing to be
employed by the Company and provide services to the Company under the terms and
conditions herein stated.

    


    NOW, THEREFORE, in consideration of the
mutual covenants and agreements hereinafter contained, and for other good and
valuable consideration, it is hereby agreed by and between the parties hereto as
follows:

    


    


    AGREEMENT

    


    
      	
              1.  

            	
              Employment, Services,
      and Duties

            


    

    


    
      	
              1.1  

            	
              Employment.  The
      Company hereby employs Employee as Vice-President and Chief Scientific
      Officer of the Company and Employee hereby accepts such employment as of
      the Effective Date upon the terms, covenants and conditions set forth
      herein.  Employee shall render his/her services to the Company
      by and subject to the instructions and directions of the Company’s
      President and Chief Executive Officer to whom Employee shall directly
      report.

            


    

    
      	
              1.2  

            	
              Duties.  Employee
      shall perform all duties assigned to him/her to the best of his/her
      ability and in a manner satisfactory to the
  Company.

            


    

    
      	
              1.3  

            	
              Time and
      Efforts.  Employee shall devote his/her full-time
      efforts, attention, and energies to the business of the
      Company.  Notwithstanding the foregoing, Employee may perform
      services for other persons, businesses and organizations, provided that
      the performance of such services does not interfere and is not
      inconsistent with the Employee’s performance of his/her duties and
      obligations under this Agreement, including without limitation, the
      Employee’s duties and obligations under Section 6 of this
      Agreement.

            


    

    
      	
              2.  

            	
              Term

            


    

    


    The term
of employment under this Agreement (“Term of Employment”) shall commence on the
Effective Date and, subject to the provisions of Section 4 below, shall continue
for two years.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              3.  

            	
              Compensation

            


    

    


    As the
total consideration for Employee’s services rendered hereunder, Employee shall
be entitled to the following:

    


    
      	
              3.1  

            	
              Base
      Salary.  A salary of $225,000 for the first 12 months of
      full-time employment (the “First Year Salary”).  A salary of
      $247,500 in the second year (the “Second Year Salary and collectively with
      the First Year Salary and the Second Year Salary, the “Base
      Salary”).  The Base Salary shall be payable in regular
      installments in accordance with the customary payroll practices of the
      Company.  Employee’s Base Salary shall be subject to such
      payroll deductions as required by law or as appropriate under the
      Company’s payroll deduction
procedures.

            


    

    


    
      	
              3.2  

            	
              Common
      Stock.  (None)

            


    

    


    
      	
              3.3  

            	
              Bonus.  Employee
      shall be entitled to a sign-on cash bonus of $20,000.  Fifty
      percent of the sign-on bonus ($10,000) shall be paid upon the signing of
      this agreement and fifty percent ($10,000) shall be paid within 90 days of
      signing this agreement.  In addition, Employee is eligible for
      annual bonuses pursuant to those terms set forth in Exhibit A
      hereto.

            


    

    


    
      	
              3.4  

            	
              Expenses.  During
      the Term of Employment, Employee is entitled to reimbursement for
      reasonable and necessary business expenses, per Company policy, incurred
      by Employee in connection with the performance of Employee’s duties
      hereunder provided that (a) such expenses are ordinary and necessary
      expenses incurred on behalf of the Company, and (b) Employee provides the
      Company with itemized accounts, receipts and other documentation for such
      expenses, to be reviewed by the C.E.O., as are reasonably required by the
      Company.

            


    

    


    
      	
              3.5  

            	
              Vacation.   Employee
      shall be entitled to three weeks vacation time per year during the first
      and second years of the Term of Employment without loss of compensation
      during the Term of Employment.  Employee’s vacation shall be
      governed by the Company’s usual policies applicable to all
      Employees.

            


    

    


    
      	
              3.6  

            	
              Fringe
      Benefits.  Employee shall be entitled to participate in
      or receive benefits under any employee benefit plan or other arrangement
      made available by the Company to its employees, subject to and on a basis
      consistent with the terms, conditions and overall administration of such
      plans and arrangements.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              4.  

            	
              Termination

            


    

    


    Employee’s
employment shall terminate prior to the expiration of the Term of Employment set
forth in Section 2 above upon the happening of the following:

    


    
      	
              4.1  

            	
              Termination For
      Cause.  The Company may terminate this Agreement for
      Cause.  For purposes of this Agreement, “Cause” shall
      mean:

            


    

    


    
      	
              (a)  

            	
              a
      material act of dishonesty in connection with the Employee’s
      responsibilities as an employee of the
Company;

            


    

    
      	
              (b)  

            	
              Employee’s
      conviction of, or plea of nolo contendere to, a felony or a crime
      involving moral turpitude;

            


    

    
      	
              (c)  

            	
              Employee’s
      gross misconduct which has a material adverse effect on the Company;
      or

            


    

    
      	
              (d)  

            	
              Employee’s
      consistent and willful failure to perform his/her employment duties where
      such failure is not cured within 30 days after written notice to Employee
      by the Company.

            


    

    


    
      	
              4.2  

            	
              Termination Without
      Cause.  The Company may terminate the employment of
      Employee and all of the Company’s obligations hereunder (except as
      hereinafter provided) at any time and for any reason or for no reason
      during the Term of Employment without Cause by giving Employee written
      notice of such termination, to be effective 30 days following the giving
      of such written notice.

            


    

    


    
      	
              4.3  

            	
              Termination Due to
      Disability or Death,  Employee’s employment
      hereunder:

            


    

    


    
      	
              (a)  

            	
              May
      be terminated by the Company upon 30 days’ notice to Employee in the event
      that the Company in good faith determines that Employee has been unable to
      satisfactorily perform his/her duties under this Agreement for an
      aggregate of 90 days within any 12-month period, or can reasonably be
      expected to be unable to do so for such period, as the result of
      Employee’s incapacity due to physical or mental impairment, and within 30
      days of receipt of such notice, Employee shall not have returned to the
      full-time, continuing performance of his/her duties hereunder,
      and

            


    

    
      	
              (b)  

            	
              Will
      terminate immediately upon the death of
  Employee.

            


    

    


    
      	
              5.  

            	
              Effect of
      Termination

            


    

    


    
      	
              5.1  

            	
              Termination For
      Cause.   In the event that Employee’s employment is
      terminated pursuant to Sections 4.1 above, the Company shall pay to
      Employee, or his/her representatives, on the date of termination of
      employment (the “Termination Date”), in satisfaction in full for all of
      its obligations hereunder, the
following:

            


    

    


    
      	
              (a)  

            	
              Two
      months salary and payment for any accrued vacation provided for in Section
      3.5, in each case computed on a pro rata basis to the Termination Date;
      and

            


    

    
      	
              (b)  

            	
              Any
      expense reimbursements due and owing to Employee as of the Termination
      Date.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              5.2  

            	
              Termination For Death
      or Disability.  In the event Employee’s employment is
      terminated pursuant to Section 4.3, the Company shall pay to Employee, or
      his/her representatives, on the Termination  Date in
      satisfaction in full for all of its obligations hereunder, the
      following:

            


    

    


    
      	
              (a)  

            	
              in
      the case of termination due to death, payment for any accrued vacation
      provided for in Section 3.5, in each case computed on a pro rata basis to
      the Termination Date; and

            


    

    
      	
              (b)  

            	
              in
      the case of termination due to disability, two months salary and payment
      for any accrued vacation provided for in Section 3.5, in each case
      computed on a pro rata basis to the Termination Date;
  and

            


    

    
      	
              (c)  

            	
              in
      the case of termination due to either death or disability, any expense
      reimbursements due and owing to Employee as of the Termination
      Date.

            


    

    


    
      	
              5.3  

            	
              Termination Without
      Cause or a Constructive Termination.  In the event
      Employee’s employment is terminated pursuant to Section 4.2, other than in
      the event of a change of control, or in the event a Constructive
      Termination occurs as Constructive Termination is defined in the
      Change-of-Control Agreement, the Company shall pay to Employee, his/her
      representatives, on the Termination Date in satisfaction in full for all
      of its obligations hereunder, the
following:

            


    

    


    
      	
              (a)  

            	
              the
      remainder of the salary for the year or six months salary, whichever is
      greater and payment for any accrued vacation provided for in Section 3.5,
      in each case computed on a pro rata basis to the Termination Date;
      and

            


    

    
      	
              (b)  

            	
              any
      expense reimbursements due and owing to Employee as of the Termination
      Date.

            


    

    


    
      	
              6.  

            	
              Non-Competition;
      Confidentiality;
Non-Solicitation

            


    

    


    
      	
              6.1  

            	
              Covenant Not to
      Compete.  During the Term of Employment, neither Employee
      nor any affiliate of Employee, shall compete in any manner, directly or
      indirectly,  with the business of the Company and/or its
      affiliates (that is, the business of developing, manufacturing, marketing
      or selling products or services similar to those of the Company and/or its
      affiliates), or own, manage, operate, control, participate or have any
      interest in or be connected in any manner with the ownership or control of
      any business developing, manufacturing, marketing or selling products or
      services similar to those of the Company and/or its
      affiliates.  As used in this Agreement, an “affiliate” of
      Employee is any spouse, parent, child, or sibling of Employee, or any
      corporation, partnership, association or their business entity which
      directly or indirectly is controlled or can have its acts affected by
      Employee or in which Employee has an investment.  Nothing
      contained in this Agreement shall be deemed to preclude Employee from
      purchasing or owning, directly or beneficially, as a passive investment,
      less than five percent (5%) of any class of publicly traded securities of
      any corporation so long as Employee does not actively participate in or
      control, directly or indirectly, any investment or other decisions with
      respect to such corporation.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              6.2  

            	
              Confidentiality and
      Return of Company Documents.  Employee recognizes and
      acknowledges that by virtue of his/her employment with the Company, he/she
      will have access to certain trade secret and confidential information of
      the Company and that such information constitutes valuable, special and
      unique property of the Company, and derives economic value because it is
      not generally known to the public or to others who could benefit from its
      disclosure or use (“Trade Secrets”).  Trade Secrets include, but
      are not limited to, the following:

            


    

    


    
      	
              (a)  

            	
              customer
      and contact information such as customer lists and other information
      concerning particular needs, problems, likes or dislikes of the Company’s
      customers and contacts;

            


    

    
      	
              (b)  

            	
              the
      identities of the Company’s customers and
  contacts;

            


    

    
      	
              (c)  

            	
              price
      information, such as price lists, the contents of bids, and other
      information concerning costs or
profits;

            


    

    
      	
              (d)  

            	
              technical
      information, such as formulae, know-how, computer programs, software,
      source and object codes, secret processes or machines, inventions and
      research projects, documentation, or other methods or
      processes;

            


    

    
      	
              (e)  

            	
              business
      information relating to costs, profits, sales, markets, suppliers, plans
      for further development, market studies or
      research  projects;

            


    

    
      	
              (f)  

            	
              personnel
      or a compilation of data concerning the Company’s employees and
      independent contractors; and

            


    

    
      	
              (g)  

            	
              any
      other information valuable because of it private or confidential
      nature.

            


    

    


    Employee
agrees that during the term of employment, and for three years thereafter,
he/she will not reproduce, copy or disclose the Company’s Trade Secrets and
confidential business information to any person, firm, corporation, association
or other entity for any reason or purposes whatsoever, nor will Employee advise,
discuss or in any way assist any other person or firm (including customers or
former customers of the Company) in obtaining or learning about the Company’s
Trade Secrets.  Employee covenants and acknowledges that upon
separation from employment with the Company, he/she shall immediately surrender
to the Company all of the Company’s Trade Secrets and any and all such
documents, materials or other tangible items pertaining to these Trade Secrets
that he/she may possess and that such Trade Secrets shall be and remain the sole
property of the Company.  Employee agrees that if he/she is in doubt
as to whether any information, material, or document is a Trade Secret or is
confidential, he/she will contact the board of directors of the Company before
disclosing or using such information for any purpose other than in furtherance
of Employee’s duties as an employee of the Company.  Employee agrees
that it will not work for a company competing directly with the Company during
the term of his/her employment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              6.3  

            	
              Solicitation of the
      Company’s Employees or Customers.  Employee agrees that
      at any time during the term of his/her employment and for three (3) years
      after that term he/she shall not solicit, directly or indirectly, any
      employees of the Company to leave employment by the Company to work for or
      with Employee or any competitor of Company nor solicit any of the
      Company’s customers or potential customers who were solicited by the
      Company within a twelve (12) month period immediately prior to the
      termination of Employee’s
engagement.

            


    

    


    
      	
              6.4  

            	
              Survival of
      Confidentiality and Non-Solicitation.  The requirements
      and covenants of this Section 6.2 and 6.3 shall survive and continue after
      the Term of Employment.  Employee recognizes and agrees that
      violation or threatened violation of any provision contained in this
      Section 6 will cause irreparable damage or injury to the Company and that
      the Company’s remedies at law for any breach of this Section 6 may not be
      adequate, and the exact amount of the Company’s damages in the event of
      such breach may be impossible to ascertain.  Therefore, the
      Company shall be entitled, as a matter of right, without further notice
      and without the necessity of posting bond thereof, to injunctive and other
      equitable relief restraining any threatened or further violation of this
      Section.  The Company’s right to an injunction shall be in
      addition to, and not in limitation of, any and other rights and remedies
      it may have against Employee, including, but not limited to, the recovery
      of damages.

            


    

    


    
      	
              7.  

            	
              Notification to New
      Employer.

            


    

    


    If
Employee leaves the employ of the Company, Employee consents to the Company’s
notification to any new employer of Employee’s and Company’s rights and
obligations under this Agreement.

    


    
      	
              8.  

            	
              Severability

            


    

    


    Should
any term, provision, covenant or condition or this Agreement be held to be void
or invalid, the same shall not affect any other term, provision, covenant or
condition of this Agreement, but such remainder shall continue in full force and
effect as though each such voided term, provision, covenant or condition is not
contained herein.

    


    
      	
              9.  

            	
              Governing Law and
      Submission to Jurisdiction

            


    

    


    This
Agreement shall be governed by and construed in accordance with the laws of the
State of Arizona.  Each of the parties submits to the exclusive
jurisdiction of any state or federal court sitting in Phoenix, Arizona in any
action or proceeding arising out of or relating to this Agreement and further
agrees that all claims in respect of the action or proceeding may be heard and
determined in any such court and agrees not to bring any action or proceeding
arising out of or relating to this Agreement in any other court.  Each
party agrees that a final judgment in any action or proceeding so brought shall
be conclusive and may be enforced by suit on the judgment or in any other manner
so provided by law.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              10.  

            	
              Binding
      Agreement

            


    

    


    This
Agreement shall inure to the benefit of and shall be binding upon the Company,
its successors and assigns.

    


    
      	
              11.  

            	
              Captions

            


    

    


    The
Section captions herein are inserted only as a matter of convenience and
reference and in no way define, limit or describe the scope of this Agreement or
the intent of any provisions hereof.

    


    


    
      	
              12.  

            	
              Entire
      Agreement

            


    

    


    This
Agreement contains the entire agreement of the parties relating to the subject
matter hereof, and the parties hereto have made no agreements, representations
or warranties relating to the subject matter of this Agreement that are not set
forth otherwise herein.  This Agreement supersedes any and all prior
agreements, written or oral, with the Company.  Any such prior
agreements are hereby terminated and of no further effect and Employee, by the
execution hereof, agrees that any compensation provided for under any such prior
agreement(s) is specifically superseded and replaced by the provision of this
Agreement.  No modification of this Agreement shall be valid unless
made by the unanimous written consent of the board of directors of the
Company.  The parties hereto agree that in no event shall an oral
modification of this Agreement be enforceable or valid.

    


    
      	
              13.  

            	
              Notice

            


    

    


    All
notices and other communications under this Agreement shall be in writing
(including, without limitation, telegraphic, telex, telecopy or cable
communication) and mailed, telegraphed, telexed, telecopied, cabled or delivered
by hand or by nationally recognized courier service guaranteeing overnight
delivery to a party at the following address (or to such other address as such
party may have specified by notice given to the other party pursuant to this
provision):

    


    If to the Company:

    


    ImmuneRegen BioSciences,
Inc.

    8767 E. Via De Ventura, Suite
#190

    Scottsdale,
AZ  85258

    Attention:  Michael K.
Wilhelm

    


    With a copy to:

    


    Kirkpatrick & Lockhart
LLP

    10100 Santa Monica Blvd., 7th
Floor

    Los Angeles,
CA  90067

    Attention:  Thomas J.
Poletti, Esq.

    


    


    If to
Employee:

    


                                             
      7111 E. McDonald Drive

                                               
    Paradise Valley, AZ 85253-5406

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              14.  

            	
              Attorney’s
      Fees

            


    

    


    In the
event that any party shall bring an action, reference, arbitration or proceeding
in connection with the performance, breach or interpretation hereof, then the
prevailing party in such action, reference, arbitration or proceeding as
determined by the court or other body having jurisdiction shall be entitled to
recover from the losing party all reasonable costs and expenses of such action,
reference, arbitration or proceeding, including reasonable attorneys’ fees,
court costs, costs of investigation, expert witness fees and other costs
reasonably related to such proceeding.

    


    


    IN
WITNESS WHEREOF, this Agreement is executed as of the day and year first above
written.

    


    


    


    “COMPANY”

    


    IMMUNEREGEN BIOSCIENCES,
INC.

    a Delaware corporation

    


    


    By:                                                                                                                                                        

     Michelle R. Laroche,
Secretary

    


    


    


    


    By:                                      
                                                           

     Michael K. Wilhelm,
CEO

    


    


    


    And

    


    “EMPLOYEE”

    


    


    


    ______________                                           

    Hal Siegel

    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    Exhibit
A

    Discretionary
Bonus

    


    


    


    


    In addition to Base Salary, the
Employee shall be eligible to receive a discretionary bonus based upon the
Employee’s and the Company’s performance and certain job-specific performance
milestones to be determined by Management and the Board of
Directors.  Such discretionary bonus shall be in the form of cash or
Stock Options under the Company’s 2003 Stock Option, Deferred Stock and
Restricted Stock Plan (the “Stock Option”).