This Employment Agreement ("Agreement") is entered into and is effective
as of August 1, 2005 ("Effective Date") and is made and entered into by and
between Northwest Biotherapeutics, Inc., a Delaware corporation, ("Company") and
Paul Zeltzer ("Brain MD").
The Company and Brain MD hereby agree as follows:
The Company hereby employs Brain MD and Brain MD accepts employment by the
Company upon the terms and subject to the conditions set forth in this
Agreement. Brain MD shall serve as the Company's Medical Director. During Brain
MD's employment, he shall serve the Company faithfully and to the best of his
ability, devoting at least eighty percent of his working time, attention and
energies to the Company's business, unless otherwise approved in writing by the
Company's President Subject to the direction of the President, Brain MD will be
responsible for oversight of the DCVax-Brain clinical trial as described in
Exhibit A, and will have such duties, responsibilities, powers and authority as
are prescribed by the President. Brain MD shall not engage in any other business
activity (except up to 20% of his working time which can be devoted to the
Department of Neurosurgery at UCLA), the management of personal investments,
charitable and civic activities, and participation as a consultant or director
for companies that do not compete with the Company, that in the aggregate do not
interfere with the performance of Brain MD's duties) without first obtaining the
written consent of the President.
2. TERM OF AGREEMENT
The term of this Agreement ("Term") shall commence on August 1, 2005 and will
continue in effect until August 1, 2006, unless otherwise terminated as set
(a) BASE SALARY. Company shall pay Brain MD a base salary at an annual
full time rate of Two Hundred Thousand Dollars ($200,000) payable in accordance
with Company's regular pay schedule for its senior management. The President, or
his designee shall review Brain MD's salary and performance annually.
(a) BENEFITS AS DESCRIBED IN THE ATTACHED DOCUMENT AND TYPICAL FOR
ALL COMPANY EMPLOYEES.
(1) You will be eligible to receive the Company's standard benefit
package, as in effect from time to time, for "full-time" employees and other
future benefits that may be offered at the Company's discretion. Current
benefits include vacation/sick leave, Medical, Dental, Vision, Long-Term
Disability, Life Insurance and a 401K plan. Health and Welfare benefits become
effective the 1st of the month following start of employment. Open enrollment
periods for the 401K plan are the 1st of every month. Receipt of these benefits
may be subject to your meeting eligibility criteria under the plan. Plan
documents are controlling.
(2) Company will maintain a reasonable policy of insurance for
directors and officer's liability with such insurer, in such amounts, and
containing such other provisions as determined by the President or the Company's
board of directors. To the extent reasonably possible and appropriate, Brain MD
will be included as an officer within that policy of insurance with the premiums
paid by Company.
Employment of Brain MD pursuant to this Agreement may be terminated as follows:
(a) BY BRAIN MD. Brain MD may terminate his employment at any time, for