EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (the “Agreement”) is
made and entered into as of Aug 4,
2015 by and between
Rich Pharmaceuticals, Inc.,
a Nevada corporation (the
“Company”) and Richard
Salvador (the “Employee”).


 


A.               
The Company desires
to enter into
this Agreement to
retain the services
of the Employee, and
the Employee desires
to provide services
to the Company.


 


B.                
The Employee is
willing to be
employed by the
Company on the
terms and subject to
the conditions set
forth in this
Agreement.


 


THE
PARTIES AGREE AS
FOLLOWS:


 


1.                 
Positions and
Duties.


 


1.1             
Title. The Employee
shall be employed
by the Company
as its Chief Clinical
Officer (CCO), and
the Company agrees
to employ and
retain the Employee
in such capacity. The
Employee shall report
to, and serve
at the pleasure
of, the Company’s
Chief Executive Officer.


 


1.2             
Duties. Employee
shall devote such
business time, energy,
and skill to
the affairs of
the Company to
perform the duties
as requested by
the Company hereunder.


 


1.3             
Term of Employment.
The term of
Employee's employment pursuant
to this Agreement shall
commence on August
4, 2015 (the
“Effective Date”),
and shall expire
on July 31, 2017,
unless renewed or
extended by the
agreement of the
parties hereto, or
terminated earlier as provided
herein.


 


1.4             
Employee Indemnification.
The Employee shall
be entitled to
all rights to indemnification
as a Company
officer as provided
under the laws
of the State
of Nevada, the Company’s
Certificate of Incorporation,
the Company’s Bylaws,
and such insurance
policies as the Company
may obtain.


 


		2.	Terms
                                         of Employment.



 


2.1             
Definitions. For purposes
of this Agreement,
the following terms
shall have the following
meanings:


 


(a)                
“Accrued Compensation”
shall mean any
accrued Total Compensation, any
benefits under any
plan of the
Company in which
the Employee is
a participant to
the full extent of
Employee’s rights under
such plans, any
accrued vacation pay,
and any appropriate business
expenses incurred by
the Employee in
connection with the
performance of Employee’s
duties hereunder, all
to the extent
unpaid on the
date of termination.


 


(b)                
 “Base Compensation”
shall have the
meaning set forth
in Sections 3.1
and 3.2 hereof.




    	 	 	 



     

    

 


(c)                
“Change of Control”
shall mean the
consummation of an
acquisition, a merger or
consolidation of the
Company with or
into another entity
or any other
corporate reorganization, if more
than 50% of
the combined voting
power of the
continuing or surviving entity's
securities outstanding immediately
after such acquisition,
merger, consolidation or
other reorganization is owned by persons who in the aggregate owned less than
20% of the Company's combined
voting power represented
by the Company's
outstanding securities immediately
prior to such acquisition,
merger, consolidation or
other reorganization.


 


(d)               
“Death Termination”
shall mean termination
of the Employee’s employment
because of the
death of the
Employee.


 


(e)                
“Disability Termination”
means termination by
the Company of
the Employee’s employment by
reason of the
Employee’s incapacitation due
to disability. The Employee
shall be deemed
to be incapacitated
due to disability
if at the
end of any
month the Employee is
unable to perform
substantially all of
his or her
duties under this
Agreement in the normal
and regular manner
due to illness,
injury or mental
or physical incapacity,
and has been unable
so to perform
for either (i)
three consecutive full
calendar months then ending,
or (ii) 90 or
more of the
normal working days
during the 12
consecutive full calendar
months then ending. Nothing
in this paragraph
shall alter the
Company’s obligations under
applicable law, which may, in certain circumstances,
result in the suspension or alteration of the foregoing time periods.


 


(f)                 
“Termination For Cause”
means termination by
the Company of
the Employee’s employment by
reason of the
Employee’s (i) dishonesty
or fraud, (ii)
gross negligence in the
performance of his
or her duties
hereunder, (iii) material
breach of this Agreement,
(iv) intentional engagement
in acts seriously
detrimental to the
Company’s operations, (v) conviction
of a felony
involving moral turpitude,
or (vi) failure
to comply with any
lawful orders or
directions of the
Board that are
not incompatible with
his position with
the Company or manifestly unreasonable
or unethical, provided that
the Board delivers to
Employee a written notification
specifying in sufficient detail such order or direction
and the Employee has thirty (30) days within which to comply with such order
or direction (or such reasonably shorter period of time if such ordered or directed task by its nature requires completion in
less than thirty


(30)
days)).


 


(g)                
“Termination Other Than
For Cause”
means termination by
the Company of
the Employee’s employment
for any reason
other than as
specified in Sections 2.1(c),
(d), (e) or
(i) hereof.


 


(h)                
“Total Compensation”
shall mean the
Employee’s Base Salary
(as defined in Section
3.1).


 


(i)                 
“Voluntary Termination”
means termination of
the Employee’s employment by
the voluntary action
of the Employee
other than by
reason of a
Disability Termination or a
Death Termination.




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2.2             
Termination For Cause.
The Company shall
have the right
to effect a
Termination For Cause
as provide in
Section 2.1(f). Upon
Termination For  Cause, 
the Company shall pay
the Employee Accrued
Compensation, if any.


 


2.3             
Termination Other Than
For Cause. The
Company shall have
the right to effect
a Termination Other
Than For Cause
upon thirty (30)
days prior notice
to the Employee. In
the event of
a Termination Other
Than For Cause
before the expiration
of the Employment Agreement,
the Company shall
pay the Employee
all Accrued Compensation,
if any.


 


2.4             
Disability Termination. The
Company shall have
the right to
effect a Disability Termination
by giving written
notice thereof to
the Employee. Upon
Disability Termination, the Company
shall pay the
Employee all Accrued
Compensation, if any.


 


2.5             
Death Termination. In the event
of the Employee’s death during the
term of this Agreement,
the Employee’s employment
shall be deemed
to have terminated
as of the
last day of the
month during which
his or her
death occurs, and
the Company shall
promptly pay to the
Employee’s estate Accrued
Compensation, if any.


 


		3.	Compensation
                                         and Benefits.



 


3.1             
Base Salary. As payment for
the services to be rendered by the Employee as
provided in Section
1 and subject
to the provisions
of Section 2
of this Agreement,
the Company shall pay
the Employee a
“Base Salary”
of $180,000.00 per
year; provided, however, until
such time as
Employee receives written
confirmation from the
Chief Executive Officer
of the Company that
his employment shall
be full-time, Employee
shall be paid
$86.54 an hour (based
on an annual
salary of $180,000.00
and 2,080 hours
per year) for
each hour of
work performed for the
Company as requested
by the Chief
Executive Officer. All
compensation paid to the Employee hereunder shall be payable on the Company’s
normal payroll schedule.


 


3.2             
Option Compensation. As
payment for the
services to be
rendered by the Employee
as provided in
Section 1 and
subject to the
provisions of this
Agreement, the Company shall
issue to Employee
options to purchase
up to 3,000,240
shares of Company
common stock pursuant to
the terms of
the Company’s 2013
Stock Option Plan
and the Plan
award documents. The material
terms of the
options shall be
as follows: (i)
$.0191984 per share
exercise price; (ii) vesting
50% on grant/50%
monthly for 24
months; and (iii) rights
of cashless exercise.


 


		3.2	Fringe
                                         Benefits.



 


(a)                
Fringe Benefits. The
Employee shall not
be eligible to
participate in any of
the Company’s benefit
plans.


 


(b)                
Expense Reimbursement. The
Company agrees to
reimburse the Employee for
all reasonable, ordinary
and necessary travel
and entertainment expenses
incurred by the Employee
in conjunction with
Employee’s services to
the Company consistent
with the Company’s standard
reimbursement policies. The
Company shall pay
travel costs incurred
by the Employee in
conjunction with his
or her services
to the Company
consistent with the Company’s
standard travel policy.




    	 	3	 



     

    

(c)                
Vacation. The Employee
shall be entitled,
without loss of
compensation, to two (2)
weeks of vacation
per year. Unused
vacation may be
accrued by the
Employee up to
a maximum of four
(4) weeks, when
it will cease
accruing until the
Employee reduces the
accrued, unused amount through
use of vacation
time.


 


		3.3	Code
                                         Section 409A;
                                         Employee Taxes.



 


(a)                
To the extent
applicable, this Agreement
shall be interpreted
in accordance with Section
409A of the
Code (together with
Department of Treasury
regulations and other official
guidance issued thereunder,
“Section 409A”).
Notwithstanding any provision
of this Agreement to
the contrary, in
the event that
the Company determines
in good faith
that any compensation or
benefits payable under
this Agreement may
not be either
exempt from or compliant
with Section 409A,
the Company shall
consult with Employee
and, subject to
the written consent of
Employee, adopt such amendments
to this Agreement
or adopt other
policies or procedures (including
amendments, policies and
procedures with retroactive
effect), or take any
other commercially reasonable actions
necessary or appropriate to (i)
preserve the intended tax treatment
of the compensation
and benefits payable
hereunder, to preserve
the economic benefits of
such compensation and
benefits, and/or to
avoid less favorable
accounting or tax consequences
for the Company and/or (ii) to exempt the compensation and benefits payable hereunder from Section 409A or to comply with the
requirements of Section 409A and thereby avoid the application of penalty taxes thereunder; provided, however, that
this Section 3.3(a) does not, and shall not be construed so as to, create any obligation on the part of the Company to adopt any
such amendments, policies or procedures or to take any other such actions or to indemnify
Employee for any failure to
do so.


 


(b)                
Notwithstanding anything herein
to the contrary,
Employee acknowledges and agrees
that in the
event that any
tax is imposed
under Section 409A
in respect to
any compensation or benefits
payable to Employee,
whether under this
Agreement or otherwise,
then


(i)
the payment of
such tax shall
be solely Employee’s
responsibility, and (ii)
neither the Company, or
their subsidiaries or
affiliates, nor any
of their respective
past or present
directors, officers, employees or
agents shall have
any liability for
any such tax.


 


(c)                
Employee shall be
solely responsible for
the payment of
all state and federal income
tax related to
his compensation under
this Agreement and the
Plan award documents for
the stock options.


 


4.                 
Proprietary Information.
The Employee shall
as of the
Effective Date or promptly
thereafter execute and
deliver to the
Company the Company
Employee Confidential Information and
Inventions Agreement.


 


		5.	Miscellaneous.



 


5.1             
Waiver. The waiver
of the breach
of any provision
of this Agreement shall
not operate or
be construed as
a waiver of
any subsequent breach
of the same
or other provision hereof.




    	 	4	 



     

    

5.2             
Notices. All notices
and other communications
under this Agreement shall
be in writing
and shall be
given by personal
or courier delivery,
facsimile or first
class mail, certified or
registered with return receipt
requested, and shall be
deemed to have been duly
given upon receipt if
personally delivered or
delivered by courier,
on the date
of transmission if transmitted
by facsimile, or
three days after
mailing if mailed,
to the addresses
of the Company and
the Employee contained
in the records
of the Company
at the time
of such notice.
Any party may Change
such party’s address
for notices by
notice duly given
pursuant to this
Section 5.2.


 


5.3             
Governing Law. This
Agreement shall be
governed by and
construed in accordance with
the laws of
the State of
California applicable to
contracts entered into
and wholly to be
performed within the
State of California
by California residents.


 


5.4             
Survival of Obligations.
This Agreement shall
be binding upon
and inure to the
benefit of the
executors, administrators, heirs,
successors, and assigns
of the parties; provided,
however, that except
as herein expressly
provided, this Agreement
shall not be assignable
either by the
Company (except to
an affiliate or
successor of the
Company) or by
the Employee without the
prior written consent
of the other
party.


 


5.5             
Counterparts. This Agreement
may be executed
in one or
more counterparts and delivered
by facsimile or
PDF/electronic transmission, all
of which taken together
shall constitute one
and the same
Agreement.


 


5.6             
Withholding. All sums
payable to the
Employee hereunder shall
be reduced by all
federal, state, local,
and other withholdings
and similar taxes
and payments required by
applicable law.


 


5.7             
Enforcement. If any
portion of this
Agreement is determined 
to  be invalid or
unenforceable, such portion
shall be adjusted,
rather than voided,
to achieve the
intent of the parties
to the extent
possible, and the
remainder shall be
enforced to the
maximum extent possible.


 


5.8             
Entire Agreement; Modifications.
Except as otherwise
provided herein or in
the exhibits hereto,
this Agreement represents
the entire understanding
among the parties with
respect to the
subject matter of
this Agreement, and
this Agreement supersedes
any and all prior
and contemporaneous understandings,
agreements, plans, and negotiations,
whether written or oral,
with respect to
the subject matter
hereof. All modifications
to the Agreement
must be in writing
and signed by
each of the
parties hereto.


 




    	 	5	 



     

    

 


IN
WITNESS WHEREOF, the
parties hereto have
executed this Employment
Agreement as of the
date set forth
in the first
paragraph.


 


RICH
PHARMACUETICALS, INC.


 


 


By:
/s/ Ben Chang


Ben
Chang, Chief Executive Officer


 


 


EMPLOYEE


 


 


/s/
Richard Salvador


Richard
Salvador



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