Exhibit
10.24
EXECUTIVE
EMPLOYMENT AGREEMENT
This
Executive Employment Agreement (“Agreement”), dated December 6, 2005, is between
OXIS International, Inc., a Delaware corporation (the “Company”), Bio Check,
Inc., a California corporation (“Bio Check”) and John Chen, an individual
residing in California (“Executive”).
1. POSITION
AND RESPONSIBILITIES
a. Position.
Executive shall be employed as President of Company’s majority-owned subsidiary,
Bio Check. Executive shall perform such duties and responsibilities as are
normally related to the position of President and any additional duties now
or
hereafter reasonably assigned to Executive. At all times during which the
Company owns less than all of the issued and outstanding capital stock of Bio
Check, Executive shall report to the Board of Directors of Bio Check. On and
after the time the Company owns all of the issued and outstanding capital stock
of Bio Check (the “Complete Ownership Date”), Executive shall report to the
Chief Executive Officer of the Company. Executive shall abide by the rules,
regulations, and practices as adopted or modified from time to time by the
Board
of Directors of Bio Check. Executive shall also be appointed as a member of
the
Board of Directors of Bio Check and, provided that Executive is serving as
Bio
Check’s President, the Board of Directors of Bio Check shall nominate and
recommend a vote for Executive in connection with any election of the Board
of
Directors.
b. Other
Activities.
Executive covenants and agrees to devote not less than ninety percent (90%)
of
his business time and efforts to the primary business of Bio Check. The parties
acknowledge that Executive will, consistent with the terms of this Agreement,
be
providing services to Evernew Biotech, Inc. that involves less than ten
percent (10%) of his business time and efforts. Except as otherwise
contemplated by this Agreement, Executive will not, during the term of this
Agreement, (i) accept any other employment, or (ii) engage, directly
or indirectly, in any other business activity (whether or not pursued for
pecuniary advantage) that might interfere with Executive’s duties and
responsibilities hereunder or create a conflict of interest with the Company,
Bio Check or their affiliates. Subject to the time and efforts limitation of
this Section 1(b), providing business development support to Evernew Biotech,
Inc. to build and maintain relationships with its customers and investors shall
not be deemed to be a violation of this Section 1(b), so long as (i) within
six months from the date hereof, the Executive is no longer affiliated as an
executive officer or director of Evernew Biotech, Inc., and (ii) Executive
(together with his family members) no longer holds any shares of Evernew
Biotech, Inc., within six months from the date that a principal product or
service of Evernew Biotech, Inc. competes with a principal product or service
of
the Company, as reasonably determined by the Company.
c. No
Conflict. Executive
represents and warrants that Executive’s execution of this Agreement,
Executive’s employment hereunder, and the performance of Executive’s proposed
duties under this Agreement shall not violate any obligations Executive may
have
to any other employer, person or entity, including any obligations with respect
to proprietary or confidential information of any other person or entity.
2. COMPENSATION
AND BENEFITS
a. Base
Salary. In
consideration of the services to be rendered under this Agreement, Bio Check
shall pay Executive a salary at the rate of Two Hundred Forty Thousand Dollars
($240,000) per year (“Base Salary”). The Base Salary shall be paid in accordance
with Bio Check’s regularly established payroll practice. Executive’s Base Salary
will be reviewed from time to time by the Board of Directors of Bio Check in
accordance with the established procedures for adjusting salaries and may be
adjusted in the sole discretion of the Board of Directors; provided however,
Executive’s salary shall not be reduced without the consent of
Executive.
b. Stock
Options. The
Board
of Directors of the Company has approved the grant to Executive of an option
to
purchase 500,000 shares of the common stock of the Company (the “Initial
Options”) at an exercise price equal to the fair market value of the Company’s
common stock as of the date of grant pursuant to the form of Notice of Stock
Option Award and Stock Option Agreement appended hereto as Exhibit
A.
If the
Company consummates the purchase of all of the outstanding shares of Bio Check
pursuant to that Stock Purchase Agreement between the Company, Bio Check and
the
stockholders of Bio Check dated September 19, 2005, as amended on November
18, 2005 and December 6, 2005 (“Stock Purchase Agreement”), Executive will be
eligible for an additional grant of options equal to 250,000 shares of the
common stock of the Company (as adjusted for stock splits, dividends,
combinations or other recapitalizations) at the conclusion of each of the twelve
(12) month and twenty-four (24) month periods following the date hereof
(collectively, “Additional Options”) (the Initial Options and the Additional
Options, collectively, the “Options”), so long as at the conclusion of the
applicable twelve (12) month and twenty-four (24) month period, Bio Check’s net
sales for the then most recently completed fiscal year exceed the net sales
of
the fiscal year which immediately precedes such most recently completed fiscal
year (“Net Sales Goals”). If Bio Check fails to meet or exceed the Net Sales
Goal at the conclusion of the initial twelve (12) month period following the
date hereof, Executive shall nevertheless be eligible to receive the Additional
Options allocated for the initial twelve (12) month period following the date
hereof, if at the end of the twenty-four (24) month period following the date
hereof, the Company exceeds its overall Net Sales Goal for the overall
twenty-four (24) month period. Executive’s eligibility to receive each of the
Options is conditioned upon Executive’s signing of the Company’s form of Stock
Option Agreement as attached hereto as Exhibit
A
and is
subject to its terms and the terms of the Company’s 2003 Stock Incentive Plan
under which such Options are granted and other applicable law. All Additional
Options to be granted hereunder shall have an exercise price equal to the fair
market value of the Company’s common stock on the date of grant. All Options and
accompanying grants of restricted stock, if any, shall be subject to vesting
at
a rate of 25% per annum subject to continued employment, and all options shall
be exercisable for ten (10) years from the date of grant. Executive shall have
a
period of twelve (12) months following any termination of employment by the
Company or Bio Check to exercise vested options.
c. Performance
Bonus.
Each
fiscal year, Executive shall also be eligible upon achieving annual performance
goals (which prior to the Complete Ownership Date shall be established by Bio
Check’s Board of Directors and on and after the Complete Ownership Date shall be
established by the Company’s Board of Directors), to earn a target bonus (which
prior to the Complete Ownership Date shall be set in advance by Bio Check’s
Board of Directors in its sole discretion and on and after the Complete
Ownership Date shall be set in advance by the Company’s Board of Directors in
its sole discretion). If Executive’s employment with Bio Check or the Company is
terminated, for any reason, prior to the conclusion of a fiscal year, he shall
not be eligible to earn a performance bonus for such year.
d. Benefits.
Executive shall be eligible to participate in the benefits made generally
available by Bio Check to senior executives, in accordance with the benefit
plans established by Bio Check, and as may be amended from time to time in
the
sole discretion of the Bio Check Board of Directors.
e. Expenses.
Bio
Check shall reimburse Executive for reasonable business expenses incurred in
the
performance of Executive’s duties hereunder in accordance with the Bio Check’s
expense reimbursement guidelines.
f. Indemnification.
Bio
Check agrees to defend and indemnify Executive against any liability that
Executive incurs within the scope of his employment with Bio Check to the
fullest extent permitted by Bio Check’s articles and by-laws and applicable
law.
3. AT-WILL
EMPLOYMENT; TERMINATION BY BIO CHECK
a. At-Will
Termination by Company.
Subject
to the provisions of Section 3(c), the employment of Executive shall be
“at-will” at all times. Subject to the provisions of Section 3(c), Bio Check may
terminate Executive’s employment with Bio Check at any time, without any advance
notice, for any reason or no reason at all, notwithstanding anything to the
contrary contained in or arising from any statements, policies or practices
of
Bio Check relating to the employment, discipline or termination of its
employees. Upon and after such termination, all obligations of the Company
and
Bio Check under this Agreement shall cease, unless Executive’s employment is
terminated without Cause or Executive terminates his employment for Good Reason,
in which case Bio Check shall provide Executive with the severance benefits
described in Section 3.b below.
b. Severance.
Except
in situations where the employment of Executive is terminated for Cause, By
Death or By Disability (as defined below), in the event that Bio Check
terminates the employment of Executive at any time, or if Executive terminates
his employment at any time for Good Reason, Executive will be eligible to
receive an amount equal to twelve (12) months of the then-current Base Salary
of
the Executive payable in the form of salary continuation (“Severance”).
Executive’s eligibility for Severance is conditioned on Executive having first
signed a release agreement in a form attached hereto as Exhibit
B.
Executive shall not be entitled to any Severance payments if Executive’s
employment is terminated for Cause, By Death or By Disability, or if Executive’s
employment is terminated by Executive for any reason, except for Good
Reason.
c. Limitation.
Notwithstanding the provisions of Section 3(a), Bio Check may not terminate
this
Agreement or Executive’s employment with Bio Check prior to the Complete
Ownership Date without the unanimous consent of all of the members of the Board
of Directors of Bio Check then in office, provided that the foregoing unanimous
consent shall not be required for a termination for Cause, By Death or By
Disability.
4. OTHER
TERMINATIONS BY BIO CHECK
a. Termination
for Cause.
For
purposes of this Agreement, for “Cause” shall mean: (i) Executive commits a
crime involving dishonesty, breach of trust, or physical harm to any person;
(ii) Executive willfully engages in conduct that is in bad faith and materially
injurious to Bio Check or the Company, including but not limited to,
misappropriation of trade secrets, fraud or embezzlement; (iii) Executive
commits a material breach of this Agreement or the Shareholders Agreement
between Bio Check, the Company and the Company’s shareholders of even date
herewith, which breach is not cured within twenty (20) days after written notice
to Executive from Bio Check or the Company; (iv) Executive willfully refuses
to
implement or follow a reasonable and lawful policy or directive of the Board
of
Directors of Bio Check, which breach is not cured within twenty (20) days after
written notice to Executive from Bio Check; or (v) Executive engages in
misfeasance or malfeasance demonstrated by a pattern of failure to perform
job
duties diligently and professionally. Bio Check may terminate Executive’s
employment for Cause at any time, without any advance notice. Bio Check shall
pay to Executive all compensation to which Executive is entitled up through
the
date of termination, subject to any other rights or remedies of Bio Check or
Company under law; and thereafter all obligations of the Company and Bio Check
under this Agreement shall cease.
b. By
Death.
Executive’s employment shall terminate automatically upon Executive’s death. Bio
Check shall pay to Executive’s beneficiaries or estate, as appropriate, any
compensation then due and owing. Thereafter, all obligations of the Company
and
Bio Check under this Agreement shall cease. Nothing in this Section shall affect
any entitlement of Executive’s heirs or devisees to the benefits of any life
insurance plan or other applicable benefits.
c. By
Disability.
If
Executive becomes eligible for Bio Check’s long term disability benefits, or if
Executive is unable to carry out the responsibilities and functions of the
position held by Executive by reason of any physical or mental impairment for
more than ninety (90) consecutive days or more than one hundred twenty (120)
days in any twelve-month period, then, to the extent permitted by law, Bio
Check
may terminate Executive’s employment. Bio Check shall pay to Executive all
compensation to which Executive is entitled up through the date of termination,
and thereafter all obligations of the Company and Bio Check under this Agreement
shall cease. Nothing in this Section shall affect Executive’s rights under any
disability plan in which Executive is a participant.
5. TERMINATION
BY EXECUTIVE
a. At-Will
Termination by Executive.
Executive may terminate employment with Bio Check at any time for any reason
or
no reason at all, upon four (4) weeks’ advance written notice. During such
notice period Executive shall continue to diligently perform all of Executive’s
duties hereunder. Bio Check shall have the option, in its sole discretion,
to
make Executive’s termination effective at any time prior to the end of such
notice period as long as Bio Check pays Executive all compensation to which
Executive is entitled up through the last day of the four (4) week notice
period. Thereafter all obligations of the Company and Bio Check shall
cease.
b. Termination
for Good Reason.
Executive’s termination shall be for “Good Reason” if Executive provides written
notice to Bio Check and the Company of the Good Reason within thirty (30) days
of the event constituting Good Reason and provides Bio Check and the Company
with a period of twenty (20) days to cure the event constituting Good Reason
and
the Company or Bio Check fails to cure the Good Reason within that period.
For
purposes of this Agreement, “Good Reason” shall mean any of the following events
if the event is effected by the Company or Bio Check without the written consent
of Executive: (A) a change in Executive’s position, duties or
responsibilities with Bio Check which materially reduces Executive's level
of
responsibility, duties or authority or Executive’s reporting relationship,
except for any reduction for Cause or any reasonable reduction or change
following a Change of Control (defined below) caused by the transition of the
Company or Bio Check from a separate company to a division or other unit within
another company; (B) a reduction in Executive’s Base Salary, except for
reductions that Executive has consented to; (C) a relocation of Executive’s
principal place of employment by more than fifteen (15) miles from the city
limits of Hillsborough, California or beyond the counties of San Francisco,
San
Mateo or Santa Clara; or (D) a material breach of this Agreement or the
Shareholders Agreement between Bio Check, the Company and the Company’s
shareholders of even date herewith. In such event, Executive may terminate
his
employment for Good Reason, in which case Executive will be eligible to receive
the Severance payments provided for in Section 3.b. Executive’s eligibility for
Severance is conditioned on Executive having first signed a release agreement
in
a form attached hereto as Exhibit
B.
Thereafter, all obligations of the Company and Bio Check or their respective
successors under this Agreement shall cease.
6. CHANGE
OF CONTROL
a. Change
of Control.
For
purposes of this Agreement, “Change of Control” shall mean (i) a change in
ownership or control of the Company or Bio Check effected through a merger,
consolidation or acquisition by any person or related group of persons (other
than an acquisition by the Company, or by a person or persons that directly
or
indirectly controls, is controlled by, or is under common control with, the
Company, or by existing stockholders of the Company) of beneficial ownership
(within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934) of
securities possessing more than fifty percent (50%) of the total combined voting
power of the outstanding securities of the Company or Bio Check or (ii) the
sale
or exchange of all or substantially all of the Company’s or Bio Check’s assets
where the shareholders of the Company or Bio Check immediately before such
sale
or exchange do not obtain or retain, directly or indirectly, at least a majority
of the total combined voting power or the beneficial interest in the voting
stock or other voting equity of the entity acquiring the Company’s or Bio
Check’s assets.
b. Severance.
Except
in situations where the employment of Executive is terminated for Cause, By
Death or By Disability, in the event that the Company or Bio Check (or their
respective successors) terminate the employment of Executive, or if Executive
terminates his employment for Good Reason, either within one (1) month prior
to,
in conjunction with, or within twelve (12) months following a Change of Control,
Executive will be eligible to receive all amounts described in Section 3.b
as
Severance and immediate vesting of any unvested portion of all stock options
and
restricted stock granted to Executive so that the options and restricted stock
will be 100% vested effective on the termination date (“Change of Control
Severance”). Executive’s eligibility for Change of Control Severance is
conditioned on Executive having first signed a release agreement in a form
attached hereto as Exhibit
B.
Executive shall not be entitled to any Change of Control Severance payments
if
Executive’s employment is terminated for Cause, By Death or By Disability, or if
Executive’s employment is terminated by Executive for any reason other than Good
Reason.
7. TERMINATION
OBLIGATIONS
a. Return
of Property.
Executive agrees that all property (including without limitation all equipment,
tangible proprietary information, documents, records, notes, contracts and
computer-generated materials) furnished to or created or prepared by Executive
incident to Executive’s employment belongs to the Company or Bio Check and shall
be promptly returned to the Company or Bio Check upon termination of Executive’s
employment.
b. Resignation
and Cooperation.
Upon
termination of Executive’s employment, Executive shall be deemed to have
resigned from all offices and directorships then held with the Company or Bio
Check, unless otherwise agreed with the Board of Directors of Bio Check or
the
Company, as applicable. Following any termination of employment, Executive
shall
cooperate with the Company and Bio Check in the winding up of pending work
on
behalf of the Company and Bio Check and the orderly transfer of work to other
employees. Executive shall also cooperate with the Company and Bio Check in
the
defense of any action brought by any third party against Bio Check or the
Company that relates to Executive’s employment by the Bio Check or the
Company.
c. Continuing
Obligations.
Executive, the Company and Bio Check understand and agree that the obligations
under Sections 2(e), 2(f), 3 through 20, inclusive (including Exhibits
A,
B
and
C)
shall
survive the termination of Executive’s employment for any reason and the
termination of this Agreement.
8. INVENTIONS
AND PROPRIETARY INFORMATION; PROHIBITION ON THIRD PARTY
INFORMATION
a. Proprietary
Information Agreement.
Executive agrees to sign and be bound by the terms of the Employee Proprietary
Information and Inventions Agreement, which is attached as Exhibit
C
(“Proprietary Information Agreement”).
b. Non-Solicitation.
Executive
acknowledges that because of Executive’s position in Bio Check, Executive will
have access to material intellectual property and confidential information.
During the term of Executive’s employment and for one (1) year thereafter,
Executive shall not breach the non-solicitation terms of the Proprietary
Information Agreement.
c. Non-Disclosure
of Third Party Information. Executive
represents and warrants and covenants that Executive shall not disclose to
the
Company or Bio Check, or use, or induce the Company or Bio Check to use, any
proprietary information or trade secrets of others at any time, including but
not limited to any proprietary information or trade secrets of any former
employer, if any; and Executive acknowledges and agrees that any violation
of
this provision shall be grounds for Executive’s immediate termination and could
subject Executive to substantial civil liabilities and criminal penalties.
Executive further specifically and expressly acknowledges that no officer or
other employee or representative of the Company or Bio Check has requested
or
instructed Executive to disclose or use any such third party proprietary
information or trade secrets.
9. AMENDMENTS;
WAIVERS; REMEDIES
This
Agreement may not be amended or waived except by a writing signed by Executive
and by a duly authorized representative of the Company and Bio Check other
than
Executive. Failure to exercise any right under this Agreement shall not
constitute a waiver of such right. Any waiver of any breach of this Agreement
shall not operate as a waiver of any subsequent breaches. All rights or remedies
specified for a party herein shall be cumulative and in addition to all other
rights and remedies of the party hereunder or under applicable law.
10. ASSIGNMENT;
BINDING EFFECT
a. Assignment.
The
performance of Executive is personal hereunder, and Executive agrees that
Executive shall have no right to assign and shall not assign or purport to
assign any rights or obligations under this Agreement. This Agreement may be
assigned or transferred by the Company or Bio Check in connection with; the
consolidation, merger or sale of the Company or Bio Check or a sale of any
or
all or substantially all of their respective assets.
b. Binding
Effect. Subject
to the foregoing restriction on assignment by Executive, this Agreement shall
inure to the benefit of and be binding upon each of the parties; the affiliates,
officers, directors, agents, successors and assigns of the Company and/or Bio
Check; and the heirs, devisees, spouses, legal representatives and successors
of
Executive.
11. ENFORCEMENT
a. Arbitration.
All
disputes between Executive (and his attorneys, successors, and assigns) and
the
Company and Bio Check (and their respective affiliates, shareholders, directors,
officers, employees, members, agents, successors, attorneys, and assigns)
relating in any manner whatsoever to this Agreement or the employment or
termination of Executive, including, without limitation, claims for breach
of
contract (express or implied), tort of any kind, employment discrimination
(including harassment) as well as all claims based on any federal, state, or
local law, statute, or regulation (“Arbitrable Claims”), shall be resolved by
arbitration. All persons and entities specified in the preceding sentence (other
than the Company, Bio Check and Executive) shall be considered third-party
beneficiaries of the rights and obligations created by this Section on
Arbitration. Arbitrable Claims shall include, but are not limited to, claims
under Title VII, Age Discrimination in Employment Act, Americans with
Disabilities Act and the California Fair Employment Housing Act. However, claims
under applicable workers’ compensation law, unemployment insurance law and the
National Labor Relations Act shall not be subject to arbitration.
THE
PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO
ARBITRABLE CLAIMS, INCLUDING WITHOUT LIMITATION ANY RIGHT TO TRIAL BY JURY
AS TO
THE MAKING, EXISTENCE, VALIDITY, OR ENFORCEABILITY OF THE AGREEMENT TO
ARBITRATE.
b. Arbitration
Procedure.
The
arbitration of Arbitrable Claims will be before a single neutral arbitrator
licensed to practice law in the state of California and will be in accordance
with the National Rules for the Resolution of Employment Disputes of the
American Arbitration Association, as augmented by this Agreement and shall
take
place in San Mateo County, California, unless otherwise agreed by the parties.
The arbitrator shall apply the same substantive law, the same limitation periods
and the same remedies, that would apply if the claims were brought in a court.
The arbitrator shall prepare a written decision containing the essential
findings and conclusions on which the award is based. Each party will pay their
own attorneys’ fees and legal costs. Bio Check shall pay the arbitrator’s fees
and all arbitration forum costs.
Either
party may bring an action in court to compel arbitration under this Agreement,
to enforce an arbitration award or to obtain temporary injunctive relief pending
a judgment based on the arbitration award. Otherwise, neither party shall
initiate or prosecute any lawsuit or administrative action in any way related
to
any Arbitrable Claim. If any court or arbitrator finds that any term makes
this
Agreement unenforceable for any reason, the court or arbitrator shall have
the
power to modify such term (or if necessary delete such term) to the minimum
extent necessary to make this Agreement enforceable to the fullest extent
permitted by law.
c. Attorneys’
Fees.
The
prevailing party in any action to enforce the terms of this Agreement or
otherwise to determine the rights and obligations of the parties shall be
entitled to recover reasonable attorneys’ fees and legal costs as determined by
the court or arbitrator in any such action.
12. NOTICES
All
notices or other communications required or permitted hereunder shall be made
in
writing and shall be deemed to have been duly given if delivered: (a) by hand;
(b) by
a
nationally recognized overnight courier service; or (c) by United States first
class registered or certified mail, return receipt requested,
to the
principal address of the other party, as set forth below. The date of notice
shall be deemed to be the earlier of (i) actual receipt of notice by any
permitted means, or (ii) five business days following dispatch by overnight
delivery service or the United States Mail. Executive shall be obligated to
notify the Company and Bio Check in writing of any change in Executive’s
address. Notice of change of address shall be effective only when done in
accordance with this paragraph.
Company’s
Notice Address:
OXIS
International, Inc.
6040
N.
Cutter Circle, Suite 317
Portland,
Oregon 97217-3935
Attention:
Chief Executive Officer
Bio
Check’s Notice Address:
c/o
OXIS
International, Inc.
323
Vintage Park Dr., Suite B
Foster
City, CA 94404
Attention:
Chief Executive Officer
Executive’s
Notice Address:
784
Vespucci Lane
Foster
City, CA 94404
13. SEVERABILITY
If
any
provision of this Agreement shall be held by a court to be invalid,
unenforceable, or void, such provision shall be enforced to the fullest extent
permitted by law, and the remainder of this Agreement shall remain in full
force
and effect. In the event that the time period or scope of any provision is
declared by a court or arbitrator of competent jurisdiction to exceed the
maximum time period or scope that such court or arbitrator deems enforceable,
then such court or arbitrator shall reduce the time period or scope to the
maximum time period or scope permitted by law.
14. TAXES
All
amounts paid under this Agreement (including without limitation Base Salary,
bonuses and Severance) shall be paid less all applicable state and federal
tax
withholdings and any other withholdings required by any applicable
jurisdiction.
15. GOVERNING
LAW
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of California. Except as provided in Section 11, any action or proceeding
seeking to enforce any provisions of, or based on any right arising out of,
this
Agreement may be brought against any of the parties only in the courts of the
State of California, County of San Mateo. Each of the parties consents to the
exclusive jurisdiction of such courts (and the appropriate appellate courts)
in
any such action or proceeding and waives any objection to venue laid therein.
Process in any action or proceeding referred to in the preceding sentence may
be
served on any party anywhere in the world.
16. INTERPRETATION
This
Agreement shall be construed as a whole, according to its fair meaning, and
not
in favor of or against any party. Sections and section headings contained in
this Agreement are for reference purposes only, and shall not affect in any
manner the meaning or interpretation of this Agreement. Whenever the context
requires, references to the singular shall include the plural and the plural
the
singular.
17. COUNTERPARTS
This
Agreement may be executed in any number of counterparts, each of which shall
be
deemed an original of this Agreement, but all of which together shall constitute
one and the same instrument.
18. AUTHORITY
Each
party represents and warrants that such party has
the
right, power and authority to enter into and execute this Agreement and to
perform and discharge all of the obligations hereunder; and that this Agreement
constitutes the valid and legally binding agreement and obligation of such
party
and is enforceable in accordance with its terms.
19. ENTIRE
AGREEMENT
This
Agreement is intended to be the final, complete, and exclusive statement of
the
terms of Executive’s employment by Bio Check and may not be contradicted by
evidence of any prior or contemporaneous statements or agreements, except for
agreements specifically referenced herein (including Exhibits A, B and C).
To
the extent that the practices, policies or procedures of Bio Check, now or
in
the future, apply to Executive and are inconsistent with the terms of this
Agreement, the provisions of this Agreement shall control. Any subsequent change
in Executive’s duties, position, or compensation will not affect the validity or
scope of this Agreement.
20. EXECUTIVE
ACKNOWLEDGEMENT
EXECUTIVE
ACKNOWLEDGES THAT EXECUTIVE HAS HAD THE OPPORTUNITY TO CONSULT LEGAL COUNSEL
CONCERNING THIS AGREEMENT, THAT EXECUTIVE HAS READ AND UNDERSTANDS THE
AGREEMENT, THAT EXECUTIVE IS FULLY AWARE OF ITS LEGAL EFFECT, AND THAT EXECUTIVE
HAS ENTERED INTO IT FREELY BASED ON EXECUTIVE’S OWN JUDGMENT AND NOT ON ANY
REPRESENTATIONS OR PROMISES OTHER THAN THOSE CONTAINED IN THIS
AGREEMENT.
In
Witness Whereof,
the
parties have duly executed this Agreement as of the date first written above.
BIO
CHECK, INC.
|
JOHN
CHEN
|
By:
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/s/
John Chen
|
By:
|
/s/
John
Chen
|
Name:
|
John
Chen
|
Name:
|
John
Chen
|
Title:
|
President
|
|
|
OXIS
INTERNATIONAL, INC.
|
|
By:
|
/s/
Steve T. Guillen
|
|
|
Name:
|
Steven
T. Guillen
|
|
|
Title:
|
Chief
Executive Officer
|
|
|