Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") dated as of June 5, 2006 (the
"Effective Date"), is by and between Isolagen, Inc., a Delaware corporation
(together with its subsidiaries, the "Company" or "Isolagen"), and Nicholas L.
Teti, an individual residing in Santa Barbara, California (the "Executive").
W I T N E S S E T H:
WHEREAS, the Company desires to employ the Executive as the Company's Chairman
of the Board and Chief Executive Officer; and
WHEREAS, the Executive desires to serve as the Chairman of the Board and Chief
Executive Officer; and
NOW THEREFORE, in consideration of the mutual benefits to be derived from this
Agreement, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and the Executive
hereby agree as follows:
1.
TERM OF EMPLOYMENT; OFFICE AND DUTIES.
(A)
COMMENCING ON THE DATE HEREOF (THE "EMPLOYMENT DATE"), AND FOR AN
INITIAL TERM ENDING JUNE 30, 2009, THE COMPANY SHALL EMPLOY THE EXECUTIVE AS A
SENIOR EXECUTIVE OF THE COMPANY WITH THE TITLE OF CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER.
AS CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
EXECUTIVE SHALL PERFORM ALL DUTIES AND RESPONSIBILITIES WHICH ARE CONSISTENT
WITH THE POSITIONS AND SUCH ADDITIONAL DUTIES AND RESPONSIBILITIES CONSISTENT
WITH SUCH POSITIONS AS MAY FROM TIME TO TIME BE ASSIGNED TO THE EXECUTIVE BY THE
BOARD OF DIRECTORS.
EXECUTIVE AGREES TO PERFORM SUCH DUTIES AND DISCHARGE SUCH
RESPONSIBILITIES IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
THIS AGREEMENT
SHALL BE AUTOMATICALLY RENEWED FOR AN ADDITIONAL ONE (1) YEAR TERM UNLESS THE
COMPANY NOTIFIES THE EXECUTIVE
ONE YEAR
PRIOR TO THE EXPIRATION OF THE
AGREEMENT OF THE COMPANY'S
INTENTION NOT TO RENEW THE AGREEMENT. THE EXECUTIVE
WILL WORK OUT OF AN OFFICE TO BE ESTABLISHED BY THE COMPANY IN SANTA BARBARA,
CALIFORNIA; PROVIDED THAT IT IS PART OF THE ESSENCE OF THIS AGREEMENT FROM THE
PERSPECTIVE OF THE COMPANY THAT THE EXECUTIVE WILL PHYSICALLY BE ON THE PREMISES
OF THE COMPANY'S FACILITY IN EXTON, PENNSYLVANIA WHEN AND AS APPROPRIATE AND
REASONABLE.
(B)
THE EXECUTIVE SHALL DEVOTE SUBSTANTIALLY ALL OF HIS WORKING TIME
TO THE BUSINESS AND AFFAIRS OF THE COMPANY OTHER THAN DURING VACATIONS OF FOUR
WEEKS PER YEAR AND PERIODS OF ILLNESS OR INCAPACITY; PROVIDED, HOWEVER, THAT
NOTHING IN THIS AGREEMENT SHALL PRECLUDE THE EXECUTIVE FROM DEVOTING TIME
REQUIRED:
(I) FOR SERVING AS A DIRECTOR OR OFFICER OF ANY ORGANIZATION OR
ENTITY NOT IN A COMPETING BUSINESS WITH THE COMPANY, AND ANY OTHER BUSINESSES IN
WHICH THE COMPANY BECOMES INVOLVED; (II) DELIVERING LECTURES, WRITING ARTICLES
OR BOOKS, OR FULFILLING SPEAKING ENGAGEMENTS;
OR (III) ENGAGING IN CHARITABLE
AND COMMUNITY ACTIVITIES PROVIDED THAT SUCH ACTIVITIES DO NOT INTERFERE WITH THE
PERFORMANCE OF HIS DUTIES HEREUNDER.
(C)
THE BOARD OF DIRECTORS SHALL NOMINATE EXECUTIVE FOR ELECTION TO
THE BOARD OF DIRECTORS, AS SOON AS REASONABLY PRACTICABLE AFTER THE EXECUTION OF
THIS AGREEMENT, AND THEREAFTER AS HIS BOARD TERM MATURES DURING THE TERM OF THIS
AGREEMENT.
2.
COMPENSATION AND BENEFITS.
For