EMPLOYMENT AGREEMENT

This Employment Agreement (the "Agreement") is made and entered into effective as of May 26, 2005 (the "Effective Date") by and between MultiCell Technologies, Inc., a Delaware corporation (the "Company"), and Ron Faris, Ph.D., an individual ("Faris"). The Company and Faris may be referred to herein individually as a "Party" or collectively as the "Parties."

Recital

The Company desires assurance of the continued association and services of Faris in order to retain his experience, skills, abilities, background and knowledge, and is willing to engage Faris's continued services on the terms and conditions set forth in this Agreement. Faris desires to be in the employ of the Company, and is willing to accept such employment on the terms and conditions set forth in this Agreement.

Agreement

In consideration of the foregoing recitals and the mutual promises and covenants herein contained, and for other good and valuable consideration, the Parties, intending to be legally bound, agree as follows:

1.

Employment.

1.1

Term. The Company hereby employs Faris, and Faris hereby accepts employment by the Company, upon the terms and conditions set forth in this Agreement. Subject to Section 6 below, Faris shall be employed at will, meaning that either the Company or The term of this Agreement is 36 months from the Effective Date. Faris may terminate this agreement and Faris's employment at any time, for any reason or no reason, with or without cause, without liability to the other save for wages earned through the effective date of termination. The obligations set forth in Sections 3, 5, 6 and 7 will survive any termination or expiration of this Agreement.

1.2

Title and Responsibilities. Faris shall have the title of Senior Vice President and Chief Science Officer of the Company and shall serve in such other capacity or capacities as the Board of Directors of the Company (the "Board") and Faris may agree. Faris shall report to the Company's President, or if there is no President, then to the Chief Executive Officer. Faris shall do and perform all services, acts or things necessary or advisable to manage and conduct the business of the Company and which are normally associated with the position of Senior Vice President and Chief Science Officer, consistent with the Bylaws of the Company and as required by the Board or the officer to whom Faris shall report. Faris will devote his best reasonable efforts and apply his professional expertise to the interests and welfare of the Company.

1.3

Location. Unless the Parties otherwise agree in writing, Faris shall perform services pursuant to this Agreement at the Company's offices located in Lincoln, Rhode Island, or at any other place at which the Company maintains an office; provided, however, that the Company may from time to time require Faris to travel temporarily to other locations in connection with the Company's business.

1.4

Indemnification. Faris shall receive indemnification as a corporate officer of the Company to the maximum extent extended to the other executive officers of the Company generally, as provided by Delaware General Corporate Law and the Certificate of Incorporation and Bylaws of the Company, and shall be included as an insured under the Company's Directors and Officers liability insurance policy. Faris shall be permitted to review the applicable indemnification agreement prior to execution of this Agreement.

2.

Compensation.

2.1

Base Salary. For Faris's services as Senior Vice President and Chief Science Officer of the Company, the Company shall pay Faris a base salary ("Base Salary") equal to $175,000 per year, subject to standard payroll deductions and withholdings in accordance with Company policy and applicable law Should employee stop his research at Rhode Island Hospital in order to spend 100% of his time at MultiCell, his salary shall be negotiated and adjusted immediately to reflect the increased percentage of his work efforts for the Company. Should Faris' duties and responsibilities significantly increase as a result of growth of the Company by mergers and/or acquisitions, the Company and Faris agree to negotiate in "good faith" an adjustment to Faris's base salary that reflects the increased duties and responsibilities. Faris shall also participate in the Company's bonus and compensation programs, if and when, established for executive management.

2.2

Stock Options. Upon the Effective Date of this Agreement, and subject to the terms of the Company's 2004 Equity Incentive Plan (the "Plan"), Faris shall be granted an option to purchase two hundred thousand (200,000) shares of the Company's common stock at an exercise price of one dollar and forty cents ($1.40) per share, the fair market value of the common stock as determined by the board of directors in accordance with the Plan (the "Option"). To the maximum extent possible, the Option shall be an Incentive Stock Option as such term is defined in Section 422 of the Internal Revenue Code of 1986, as amended. The Option will be governed by and granted pursuant to a separate Stock Option Agreement and the Plan. The Option will be subject to vesting over three (3) years in 36 equal monthly installments, commencing on the Effective Date. Subject to the terms of the Plan and the Stock Option Agreement, the Option shall be exercisable for a period of five (5) years from the date of grant.

2.3

Changes to Compensation. Faris compensation may be changed from time to time by mutual written agreement of Faris and the Company.

2.4

Benefits. Faris shall, in accordance with Company policy and the terms of the applicable plan documents, be eligible to participate in benefits under any executive benefit plan or arrangement which may be in effect from time to time and made available to the Company's executive or key management employees, including but not limited to paid vacation and medical insurance.

2.5

Business Expense Reimbursement. The Company shall reimburse Faris for all reasonable travel, entertainment or other documented expenses incurred by him in furtherance of or in connection with his services hereunder, in accordance with the Company's expense reimbursement policy as in effect from time to time.

2.6

Employment Taxes. All of Faris's compensation shall be subject to customary withholding taxes and any other employment taxes as are commonly required to be collected or withheld by the Company in accordance with federal, state and local laws.

3.

Proprietary Information and Nonsolicitation.

3.1

Proprietary Information. In exchange for the valuable consideration provided hereunder, Faris agrees to execute and abide by the Proprietary Information and Inventions Agreement attached hereto as Exhibit A. Pursuant to the Proprietary Information and Inventions Agreement, Faris understands that he must not use or disclose any confidential or proprietary information of the Company, among other things.

3.2

Nonsolicitation. During his employment by the Company and for one (1) year thereafter, Faris agrees that in order to protect the Company's trade secrets and confidential and proprietary information from unauthorized use, Faris will not, either directly or through others, solicit, recruit or attempt to solicit or recruit (a) any employee, consultant or independent contractor of the Company to terminate his or her relationship with the Company in order to become an employee, consultant or independent contractor to or for any other person or business entity; or (b) the business of any customer, supplier, service provider, vendor or distributor of the Company which was doing business with the Company, or listed on Company's customer, supplier, service provider, vendor or distributor list, during the term of this Agreement or one (1) year immediately prior thereto; except that this Section 3.2 shall not be deemed to be a no-hire provision and Faris shall be entitled to employ any individual, whether a former or current employee of the Company, that first responds to advertisement by Faris, or his successor Company, or that first initiates contact with Faris or his successor Company. If any restriction set forth in this Section 3.2 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC