EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), dated as of the 23rd day of May, 2012, is by and between AspenBio Pharma, Inc., a Colorado corporation (the “Employer” or “Company”) and Don Hurd (the “Executive”).  In consideration of the mutual covenants contained in this Agreement, the Employer agrees to employ the Executive, and the Executive agrees to be employed by the Employer, upon the terms and conditions hereinafter set forth.

1.1  Term.  The Executive shall serve at the pleasure of the Board of Directors of the Company.  The term of employment hereunder shall commence as of the day first written above (the “Commencement Date”) and shall continue until terminated as provided in Article 5.

2.1  Duties.  The Executive shall be employed with the title of Senior Vice President and Chief Commercial Officer, with the responsibilities and authorities as are customarily performed by such positions including, but not limited to, those duties as may from time to time be assigned to the Executive by the Chief Executive Officer of the Employer.  The Executive shall report to the Chief Executive Officer, and the Executive’s responsibilities and authorities are subject to the general direction and control of the Chief Executive Officer.

2.2  Extent and Place of Duties.  The Executive shall devote working time, efforts, attention and energies to the business of the Employer on a full-time basis; with such changes as may further be agreed upon between the parties from time to time.  All such duties shall be performed working out of either the Castle Rock, CO offices of the Company or the Executive’s home office in addition to regular trips for business and meetings on behalf of the Company as the Executive and the Company may reasonably agree.

3.1  Salary.  As compensation for services rendered under this Agreement, the Executive will receive a salary of $230,000 per year.  The Executive’s salary is payable in accordance with the Employer’s normal business practices. The parties agree that the salary and compensation package will be reviewed at the end of the initial year by the Chief Executive Officer in conjunction with the Compensation Committee of the Board of Directors and the Board of Directors.

3.2  Annual Incentive Bonus.  The Executive’s annual incentive bonus for 2012 shall be equal to 35% of his actual base salary at target, with such designated performance goals as established by the Compensation Committee of the Board of Directors and confirmed by the Board of Directors.

3.3  Stock Option Award.  The Executive shall be awarded an initial stock option award to purchase 120,000 shares of the Company’s common stock.  The date of grant shall be the Commencement Date, provided that the Executive begins employment with the Company on such date; otherwise the date of grant shall be the date his employment with the Company begins (the “grant date”).  The stock option award shall have a term of ten (10) years, and shall constitute a non-qualified option award outside of the Company’s Incentive Stock Option Plan. The options shall vest as to 50% of the total at the six months anniversary following the grant date and the balance vesting one-twelfth monthly over months seven through twelve, following the grant date.  Any stock options granted hereunder, that are then unvested, shall vest upon the consummation of a Change in Control of the Company, using the same terms as contained in the Company’s 2002 Stock Incentive Plan, as amended, with a “Change in Control” meaning, (a) the acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) of the beneficial ownership of more than fifty percent of the outstanding securities of the Company, excluding equity rights issued in connection with an offering, (b) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated, (c) the sale, transfer or other disposition of all or substantially all of the assets of the Company, (d) a complete liquidation or dissolution of the Company, or (e) any reverse merger in which the Company is the surviving entity but in which securities possessing more than fifty percent of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such merger.

3.4  Benefits.  The Executive shall be entitled, subject to this Section 3.4, to participate in all of the Employer’s employee benefit plans and employee benefits, including any retirement, pension, profit-sharing, incentive compensation, stock option, insurance, hospital or other plans and benefits which now may be in effect or which may hereafter be adopted, it being understood that the Executive shall have the same rights and privileges to participate in such plans and benefits as any other executive employee during the term of this Agreement.  Participation in any benefit plans shall be in addition to the compensation otherwise provided for in this Agreement.  The Executive’s health care benefits shall be coordinated, if applicable, with any COBRA benefits currently held by the Executive.  The Executive shall be entitled to paid vacation time and personal time off (“PTO”) as provided in the Company’s Personnel Manual.

3.6  Travel/Relocation.  The Employer does not expect the Executive to relocate to the Castle Rock, CO area in the near term and will, to the extent consistent with applicable tax law, pay for lodging and travel costs for the Executive for travel associated with the Executive’s position with the Company.  Domestic air travel shall be reimbursed at economy fare and international travel at business class fare.

4.1  During the term of this Agreement, the Executive may make passive investments in companies involved in industries in which the Company operates, provided any such investment does not exceed a 5% equity interest, unless the Executive obtains consent to acquire an equity interest exceeding 5% by a vote of a majority of the directors.

4.2  During the term of this Agreement the Executive, subject to Board approval, which will not be unreasonably withheld, can join non-competitive boards as an independent board member, not to exceed a total of two boards at any one time.

4.3  Except as provided in this Article 4 hereof, the Executive may not participate in any business or other areas of business in which the Company is engaged during the term of this Agreement.

(1) The Executive will hold in strictest confidence and not disclose, reproduce, publish or use in any manner, whether during or subsequent to this employment, without the express authorization of the Board of Directors of the Employer, any information, business, customer lists, or any other secret or confidential matter relating to any aspect of the Employer’s business, except as such disclosure or use may be required in connection with the Executive’s work for the Employer.

(2) Upon request or at the time of leaving the employ of the Employer, the Executive shall deliver to the Employer, and not keep or deliver to anyone else, any and all notes, memoranda, documents and, in general, any and all material relating to the Employer’s business.

(3) The Board of Directors of the Employer may from time to time reasonably designate other subject matters requiring confidentiality and secrecy which shall be deemed to be covered by the terms of this Agreement.

(b)           In the event of a breach or threatened breach by the Executive of the provisions of this paragraph 4.4, the Employer shall be entitled to an injunction (i) restraining the Executive from disclosing, in whole or in part, any information as described above or from rendering any services to any person, firm, corporation, association or other entity to whom such information, in whole or in part, has been disclosed or is threatened to be disclosed; and/or (ii) requiring that the Executive deliver to the Employer all information, documents, notes, memoranda and any and all other material as described above upon the Executive’s leave of the employ of the Employer.  Nothing herein shall be construed as prohibiting the Employer from pursuing other remedies available to the Employer for such breach or threatened breach, including the recovery of damages from the Executive.

4.5   Non-disparagement.  During the Term of the Executive’s employment hereunder and for five (5) years thereafter (a) the Executive shall not disparage, deprecate, or make any comments or take any other actions, directly or indirectly, that a reasonable person would expect at the time would have the effect of diminishing or constraining the goodwill and good reputation of the Company or its officers, directors, employees or services and (b) the Employer shall not disparage, deprecate, or make any comments or take any other actions, directly or indirectly, that a reasonable person would expect at the time would have the effect of diminishing or constraining the goodwill and good reputation of the Executive, except in each case as may be required by law.  For the Executive, this obligation includes, but is not limited to, refraining from negative statements about the Company’s methods of doing business, the effectiveness of its business policies, and the quality of any of its services or personnel. Further, the Executive will refrain from criticizing, or making (directly or indirectly), or encouraging any other(s) to make, any public attack(s) against the Company or any of its officers, directors or employees.  This specifically includes any such communications with any newspaper or other news media.

5.1  Termination.  The Executive’s employment hereunder may be terminated without any breach of this Agreement only under the following circumstances:

(a)           By Executive.  Upon the occurrence of any of the following events, this Agreement may be terminated by the Executive by prior written notice to the Employer:

(1) if the Employer makes a general assignment for the benefit of creditors, files a voluntary bankruptcy petition, files a petition or answer seeking a reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any law, or there shall have been filed any petition or application for the involuntary bankruptcy of the Employer, or other similar proceeding, in which an order for relief is entered or which remains undismissed for a period of thirty (30) days or more, or the Employer seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the Employer or any material part of its assets;

(2) a Change in Control of the Employer;

(3) a decision by the Employer, approved by the Board of Directors of the Employer, to terminate its business and liquidate its assets.

(b)           Death.  This Agreement shall terminate upon the death of the Executive.

(c)           Disability.  The Employer may terminate this Agreement upon the disability of the Executive.  The Executive shall be considered disabled (whether permanent or temporary) if he is incapacitated to such an extent that he is unable to perform substantially all of his duties for Employer that he performed prior to such incapacitation.

5.3  Date of Termination.  “Date of Termination” shall mean (a) if the Executive’s employment is terminated by his death, the date of his death; (b) if the Executive’s employment is terminated for Cause, the date on which a Notice of Termination is received by the Executive; (c) if the Executive is determined to be disabled, the date of such determination; and (d) if the Executive’s employment is terminated for any other reason stated above, the date specified in a Notice of Termination by the Employer or the Executive, which date in the case of termination by Executive, shall be no less than thirty (30) days following the date on which Notice of Termination is first given.

(a)           Following the termination of this Agreement by the Company for Cause as set forth in Section 5.1(d), or any termination of this Agreement by the Executive pursuant to Section 5.1(f), the Executive shall be entitled to compensation only through the Date of Termination.

7.2  Arbitration.  Any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be settled by arbitration in the City and County of Denver, Colorado in accordance with the rules then existing of the American Arbitration Association and judgment upon the award may be entered in any court having jurisdiction thereof.

7.3  Entire Agreement.  This Agreement supersedes any and all other agreements, whether oral or in writing, between the parties with respect to the employment of the Executive by the Employer.  Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, oral or otherwise, have been made by either party, or anyone acting on behalf of any party, that are not embodied in this Agreement, and that no agreement, statement, or promise not contained in this Agreement shall be valid or binding.

7.4  Successors and Assigns.  This Agreement, all terms and conditions hereunder, and all remedies arising herefrom, shall inure to the benefit of and be binding upon the Employer, any successor in interest to all or substantially all of the business and/or assets of the Employer, and the heirs, administrators, successors and assigns of the Executive.  Except as provided in the preceding sentence, the rights and obligations of the parties hereto may not be assigned or transferred by either party without the prior written consent of the other party.

7.5  Notices.  For purposes of this Agreement, notices, demands 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 mailed by United States registered mail, return receipt requested, postage prepaid, addressed as follows:

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

7.6  Severability.  If any provision of this Agreement is prohibited by or is unlawful or unenforceable under any applicable law of any jurisdiction as to such jurisdiction, such provision shall be ineffective to the extent of such prohibition without invalidating the remaining provisions hereof.

7.7   Section Headings.  The section headings used in this Agreement are for convenience only and shall not affect the construction of any terms of this Agreement.

7.8   Survival of Obligations.  Termination of this Agreement for any reason shall not relieve the Employer or the Executive of any obligation accruing or arising prior to such termination.

7.10  Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute only one legal instrument.  This Agreement shall become effective when copies hereof, when taken together, shall bear the signatures of both parties hereto.  It shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.

7.11  Fees and Costs.  If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which that party may be entitled.

7.12  Other Agreements. The parties agree that the execution of this Agreement shall at the Effective Date, terminate and supersede the Consulting Agreement dated as of May 1, 2012 between the Company and Executive.