Ocata Therapeutics Inc fka OCAT

[rocky301]

NEW : Lanza and Rabin Employment Agreements:


Employment Agreement with Robert P. Lanza, M.D.

On October 1, 2009, the Company entered into an employment agreement with Robert P. Lanza, the Company’s Chief Scientific Officer since October 2007 and effective July 1, 2011, the Company entered into an Amended and Restated Employment Agreement with Mr. Lanza. Pursuant to the Amended and Restated Employment Agreement, the parties agreed as follows:

· Mr. Lanza will continue serve as the Company’s chief scientific officer for a term commencing on July 1, 2011 until September 30, 2013 (subject to earlier termination as provided therein, and extension by mutual written agreement).

· The Company will pay Mr. Lanza a base salary of $440,000 per year, which amount shall increase at the end of each year of the employment agreement, by an amount determined by the board, but by not less than 5% per year. The Company may also pay Mr. Lanza annual bonuses in in the Company’s sole discretion.

· The Company agreed to issue to Mr. Lanza, upon execution of the employment agreement, (i) 15,000,000 shares of common stock (of which 6,000,000 shares will vest on the date of grant, with the balance of 9,000,000 shares vesting in equal installments on the last day of each month commencing on January 31, 2012 and ending on September 30, 2013), (ii) an option to purchase 15,000,000 shares of common stock with an exercise price equal to the closing price on the date of execution (of which 6,000,000 options will vest on the date of grant, with the balance of 9,000,000 options vesting in equal installments on the last day of each month commencing on January 31, 2012 and ending on September 30, 2013).

· If Mr. Lanza’s employment under the employment agreement were to be terminated by the Company without cause (as defined therein), the Company will pay Mr. Lanza severance equal to one year base salary.
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Employment Agreement with Gary Rabin

Effective December 14, 2010, the Company entered into an employment agreement with Gary Rabin, Chief Executive Officer, Chief Financial Officer, and Chairman of the Board and effective July 1, 2011, the Company entered into an Amended and Restated Employment Agreement with Mr. Rabin. Pursuant to the Amended and Restated Employment Agreement, the parties agreed as follows:

· Mr. Rabin will serve as the Company’s chief executive officer and chief financial officer for a term commencing on July 1, 2011 until December 31, 2013 (subject to earlier termination as provided therein).

· The Company will pay Mr. Rabin a base salary of $500,000 per year, through December 31, 2011, which amount shall increase at the end of each year of the employment agreement, by an amount determined by the board, but by not less than 5% per year.

· The Company agreed to pay Mr. Rabin a retention bonus of $41,667 within 10 days of execution of the employment agreement.

· The Company shall pay Mr. Rabin an annual incentive bonus, which will be calculated by reference to the 10-day volume weighted average price of the Company’s common stock, as set forth therein.

· The Company shall pay Mr. Rabin a performance bonus in amount (not less than $100,000 per year) to be determined by the Compensation Committee of the Board of Directors.

· The Company agreed to issue to Mr. Rabin, upon execution of the agreement, (i) 10,000,000 shares of common stock, (ii) an option to purchase 10,000,000 shares of common stock with an exercise price equal to fair market value on the date of grant, (iii) an option to purchase 5,000,000 shares of common stock with an exercise price of $0.30, and (iv) an option to purchase 5,000,000 shares of common stock with an exercise price of $0.45. The options will vest, and the shares will no longer be subject to the Company’s right to repurchase for aggregate consideration of $1.00, in equal installments on the last day of each calendar quarter commencing on July 1, 2011 and ending on December 31, 2013.

If Mr. Rabin’s employment under the employment agreement were to be terminated by the Company without cause (as defined therein), the Company will pay Mr. Rabin (in addition to unpaid base salary, performance bonus and incentive bonus to the date of termination), a lump sum equal to the aggregate installments of base salary in effect on the date of termination and otherwise payable in respect of the period commencing on the date immediately subsequent to the date of termination and ending on the earlier to occur of the first anniversary of such date and December 31, 2013.
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Director Compensation Arrangements

Non-executive members of the Company's Board of Directors receive (1) an initial grant of 100,000 shares of common stock, (2) an annual grant of 500,000 shares of common stock, (3) an annual grant of 500,000 stock options, (4) an annual retainer of $40,000 (payable quarterly), and (5) a cash payment for attendance at each board meeting in the amount of $2,000 for in-person meetings and $1,000 for telephonic meetings. Regarding members of the Company's Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee, the Chair receives a payment of $1,500 per meeting and the regular members receive $1,000 per meeting. Each independent director is entitled to receive payment of the directors' fees in the form of shares of the Company's Common Stock valued at 150% of the actual directors' fees due and payable. The fee structure for the directors was established and approved by the Compensation Committee and ratified by the full Board of Directors effective August 1, 2011.
http://www.sec.gov/Archives/edgar/data/1140098/000114420411045758/v230876_posam.htm