Employment Offer Letter between International Stem Cell Corporation and Kurt May (June 9, 2011)

(Print Name)

Summary

International Stem Cell Corporation offers Kurt May the position of Senior Vice President, starting July 18, 2011, with an annual salary of $225,000, eligibility for a bonus up to $75,000, and stock options, all subject to approval by the Compensation Committee. The agreement outlines job duties, benefits, and at-will employment terms. It includes non-compete and non-solicitation clauses, requires compliance with company policies, and mandates arbitration for disputes. Employment is contingent on a background check and completion of required documents.

EX-10.1 2 d242838dex101.htm EMPLOYMENT OFFER LETTER Employment Offer Letter

Exhibit 10.1

June 9^th, 2011

Kurt May

13313 Landfair Road

San Diego, CA 92130

Dear Kurt:

The following sets forth the terms of your proposed employment with International Stem Cell Corporation (“the Company” or “ISCO”). ISCO hereby offers you employment on the terms and conditions set forth below.

Position. Your title will be Senior Vice President of ISCO and you will report directly to the Chief Executive Officer. Your duties and responsibilities will include external relations with state authorities, scientific and other organizations, development of corporate governance, public relations, development of scientific and business partnerships, international projects as assigned by the CEO, mergers and acquisitions, as well as external relations supporting ISCO Stem Cell Bank. Responsibilities may be added, removed or otherwise modified, as the Company deems necessary.

2.	Salary. You will receive an annual base salary of $225,000. Your status will be salaried exempt. If you decide to join us, you will receive semi-monthly payments of salary, in accordance with the Company’s normal payroll procedures.

3.	Bonus. You will be eligible for an annual bonus of up to $75,000 based on achievement of mutually agreed-upon milestones, assessed at the end of each evaluation period. You will be eligible for a prorated bonus in 2011. All bonus payments are made at the discretion of the Company.

Stock Options. In connection with the commencement of your employment, the Company will recommend that the Board of Directors grant you an option to purchase 300,000 shares of the Company’s Common Stock. Additionally, within the first twelve months of your employment, the Company will recommend that the Board of Directors grant you an option to purchase 200,000 shares of the Company’s Common Stock. Exercise price for both grants will be equal to fair market value on the dates of the grants. These option shares will vest over a four year period at 2% a month. All shares shall contain the standard provisions of the Company’s stock option plan.

5.	Compensation Approval. The above mentioned Salary, Bonus and Stock Options plans are subject to approval by the Company’s Compensation Committee. The proposed compensation terms will be presented to the Committee immediately upon your acceptance of this Employment Offer letter.

6.	Withholding Taxes. All forms of compensation referred to in this letter are subject to reduction to reflect applicable withholding and payroll taxes.

Employee Benefits. You will be eligible to receive employee benefits. The details of employee benefits will be explained in greater detail in a subsequent documentation and Employee Handbook. You should note that the Company may modify job titles, salaries, and benefits from time to time as it deems necessary.

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8.	Start Date. Upon satisfactory completion of background check, your employment will begin on July 18, 2011.

At Will Employment. Employment with International Stem Cell Corporation is at the mutual consent of the employee and the Company. Accordingly, while the Company has every hope that employment relationships will be mutually beneficial and rewarding; employees and the Company retain the right to terminate the employment relationship at will, at any time, with or without cause. Please note that no individual has the authority to make any contrary agreement or representation. Accordingly, this constitutes a final and fully binding integrated agreement with respect to the at-will nature of the employment relationship.

10.

Required Documents. You agree to abide by the Company’s policies and procedures, including those set forth in the Company’s Employee Handbook. You will be required to read the Employment Handbook and sign the Acknowledgement of Receipt of Employment Handbook. You will be required to sign the necessary tax forms and to provide proof of your identity and authorization to work in the United States as required by Federal immigration laws. You will also be required to sign the Employee Proprietary Information Agreement.

11.

Covenant Not to Compete. You acknowledge that by virtue of your employment pursuant to this Agreement, you will have access to valuable trade secrets and other confidential business and proprietary information of the Company. Except with the prior written consent of the CEO, you will not, during your employment by the Company, engage in competition with the Company and/or any of its Affiliates, either directly or indirectly in any manner or capacity, as adviser, principal, agent, affiliate, promoter, partner, officer, director, employee, stockholder, owner, co-owner, consultant, or otherwise, in any phase of the business of researching, developing, manufacturing, or marketing of products or services which are in the same field of use or which otherwise compete with the products or services or proposed products or services of the Company and/or any of its Affiliates.

12.

Non-Solicitation. You shall not, either directly, or through others: (1) hire or participate in the hiring of any individual who is at that time, or who was during the one (1) year immediately prior thereto, an employee, consultant or independent contractor of the Company or any Affiliate; (2) solicit or attempt to solicit any individual who is at that time, or who was during the one (1) year immediately prior thereto, an employee, consultant or independent contractor of the Company or any Affiliate to terminate his or her relationship with the Company or any Affiliate in order to become an employee, consultant or independent contractor to or for any person or business entity; or (3) solicit or attempt to solicit the business of any client, customer, supplier, service provider, vendor, or distributor of the Company or any Affiliate that is at that time, or that was during the one (1) year immediately prior thereto, doing business with the Company or any Affiliate for the purpose of engaging in competition with the Company or any of its Affiliates.

13.

Disclosure. We also ask that, if you have not already done so, you disclose to the Company any and all agreements relating to your prior employment that may affect your eligibility to be employed by the Company or limit the manner in which you may be employed. It is the Company’s understanding that any such agreements will not prevent you from performing the duties of your position and you represent that such is the case. Moreover, you agree that, during the term of your employment with the Company, you will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations to the Company. Similarly, you agree not to bring any third party confidential information to the Company, including that of your former employer, and that in performing your duties for the Company you will not in any way utilize any such information.

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14.

Dispute Resolution. In the event of any dispute or claim relating to or arising out of the employment relationship between you and the Company, you and the Company agree that all such disputes shall be fully and finally resolved by binding arbitration, paid for by the Company, before JAMS under its then-existing rules for the resolution of employment disputes. The exclusive venue for the arbitration shall be San Diego, California. Any arbitration award may be entered in any court having competent jurisdiction. The prevailing party in any arbitration shall be entitled to an award of his or its reasonable attorney’s fees and expert witness costs in addition to any other relief awarded by the trier of fact.

15.

Severability If any provision of this letter agreement shall be invalid or unenforceable, in whole or in part, the provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable, or shall be deemed excised from this letter agreement, as the case may require, and this letter agreement shall be construed and enforced to the maximum extent permitted by law as if such provision had been originally incorporated in this letter agreement as so modified or restricted, or as if the provision had not been originally incorporated in this letter agreement, as the case may be.

16.	Headings. Section headings in this letter agreement are for convenience only and shall be given no effect in the construction or interpretation of this letter agreement.

This letter, along with any agreements relating to proprietary rights between you and the Company, sets forth the terms of your employment with the Company and supersedes any prior representations or agreements including, but not limited to, any representations made during your recruitment, interviews or pre-employment negotiations, whether written or oral. This letter may not be modified or amended except by a written agreement signed by the Company and you.

We look forward to you joining our effort and hope the opportunity will be mutually rewarding. To confirm that you agree to the terms stated in this letter, please sign, date and return the enclosed copy of this letter.

Congratulations!

Sincerely,

International Stem Cell Corporation


By:		/s/ Andrey Semechkin

Andrey Semechkin, CEO

This will acknowledge my acceptance of this offer of employment.


/s/ Kurt May	Date:	6/16/11
(Signature)

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