-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MrveN+yR+/tQzvsIuicm1VHB0DNpOoiXHwRxav24NKnwoMjc4T9PJ1gdQhhV6LP4 6gHsKP3n7kKKg8FeV3tefA== 0000950120-07-000655.txt : 20071023 0000950120-07-000655.hdr.sgml : 20071023 20071023132126 ACCESSION NUMBER: 0000950120-07-000655 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20071012 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071023 DATE AS OF CHANGE: 20071023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMMUNOSYN CORP CENTRAL INDEX KEY: 0001375623 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52871 FILM NUMBER: 071185210 BUSINESS ADDRESS: STREET 1: 4225 EXECUTIVE SQUARE SUITE 260 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 858-200-2320 MAIL ADDRESS: STREET 1: 4225 EXECUTIVE SQUARE SUITE 260 CITY: LA JOLLA STATE: CA ZIP: 92037 8-K 1 form8-k.htm CURRENT REPORT form8-k.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported)  October 12, 2007
 
IMMUNOSYN CORPORATION
(Exact Name of Registrant as Specified in Charter)
 
Delaware
(State or Other Jurisdiction
of Incorporation)
 
_____
(Commission
File Number)
 
20-5322896
(I.R.S. Employer
Identification No.)
 
4225 Executive Square, Suite 260,
La Jolla, CA  92037
(Address of Principal Executive Offices and Zip Code)
 
(858) 200-2320
(Registrant’s telephone number, including area code)
 
 
(Former Name or Former Address, if Changed Since Last Report)
 
 
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



SECTION 5 – Corporate Governance and Management

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)           (i)     D. Kent Norton, the President and Chief Executive Officer of the Company and a member of the Board of Directors, resigned from such positions effective the close of business on Friday, October 12, 2007.
(ii)    Douglas A. McClain Jr. resigned as Chief Financial Officer and Chief Accounting Officer of the Company effective the close of business on Friday, October 19, 2007.  He remains as a member of the Board of Directors and Secretary of the Company.

(c)           (1)  (i)    Stephen D. Ferrone was appointed by the Company to serve as the President and Chief Exeuctive Officer of the Company and a member of the Board of Directors effective the opening of business on October 15, 2007 to fill the vacancy created by the resignation of Mr. Norton from such positions.
      (ii)   G. David Criner was appointed by the Company to serve as the Chief Financial Officer and Chief Accounting Officer of the Company effective the opening of business on October 22, 2007 to fill the vacancy created by the resignation of Mr. McClain from such positions.  Douglas McClain Jr. was appointed by the Company to serve as the Chairman of the Board of the Company effective the opening of business on October 22, 2007.

(2)  (i)    Stephen D. Ferrone, 56, is an attorney with more than 20 years of expereince in the investment industry, having held senior leadership and management roles in marketing and sales with a number of publicly traded financial services companies including Morningstar, Inc., ABN-AMRO and Charles Schwab & Co., Inc.  From August 2005 to October 2007, Mr. Ferrore was the founder and principal of SF Consulting, a private business consulting company.  From May 2005 to August 2005, Mr. Ferrone served as the Director of Distribution and National Sales of Morningstar, Inc. and Morningstar Investment Services.  From August 1996 to April 2005, Mr. Ferrone had various roles at ABN-AMRO Asset Management and ABN-AMRO Investment Fund Services including Senior Managing Director and National Sales Director.  From May 1991 to August 1996, Mr. Ferrone served as a Regional Marketing Director of Charles Schwab & Co., Inc. and Schwab Institutional.  In addition, from September 1977 to May 1983, Mr. Ferrone served as an Assistant State’s Attorney and felony trial prosecutor in the Cook County State’s Attorney’s Office in Chicago, Illinois.  He holds a JD degree from Loyola University School of Law and a BA from Northwestern University.  He is also a licensed securities broker holding series 7, 24 and 63 licenses.

Mr. Ferrone is not currently a director of any other reporting company.  There are no family relationships between Mr. Ferrone and and any of the other directors or executive officers of the Company.  Mr. Ferrone through SF Consulting was previously a party to a consulting arrangement with the Company which called for payments aggregating $150,000.  Mr. Ferrone served as a director and officer of a predecessor of the Company, Nurovysn Merger Corporation, which was dissolved in August 2006.
 

 
(ii)           G. David Criner, 39, has nearly 20 years of finance and accounting expereince with a number of public and privately held marketing, high technology and food companies.  From April 2001 to July 2007, Mr. Criner was the Director of Finance of Chartered Marketing Services, Inc., a direct marketer of insurance and membership service products in the financial services industry based in Illinois.  From November 1999 to March 2001, Mr. Criner was the Manager of Financial Planning and Analysis at 3Com Corporation, a global provider of enterprise and small business networking solutions, responsible for the reporting, budgeting and analysis of its Carrier division.  Previously Mr. Criner held finance positions at Iomega Corporation, Borden and Conagra, Inc.  He holds a Masters degree in Accountancy from Weber State University in Ogden, Utah and a BS from Bradley University in Peoria, Illinois.  He is a candidated for certified public accountant.

Mr. Criner is not currently a director of any other reporting company.  There are no family relationships between Mr. Criner and and any of the other directors or executive officers of the Company.

(3)  (i)     Effective October 15, 2007, Stephen D. Ferrone and the Company entered into an Employment Agreement (the "Ferrone Employment Agreement") pursuant to which Mr. Ferrone is employed by the Company as its President and Chief Executive Officer, as described below.  In addition, Argyll Biotechnologies, LLC has agreed to nominate and/or cause Mr. Ferrone to be elected to the Company’s Board of Directors at each annual meeting of stockholders during the Term.  The term of the Ferrone Employment Agreement began on October 15, 2007 and will terminate on December 31, 2009, unless earlier terminated, and will automatically extend for each succeeding one (1) year period unless either party provides the other with a written notice at least 30 days prior to the end of the then current Term advising that the party providing the notice shall not agree to so extend the Term (the "Term").

Under the Ferrone Employment Agreement, Mr. Ferrone is to receive from the Company base compensation equal to $400,000 per year for calendar year 2007 (pro rated for the portion of the year included in the Term), $500,000 per year for calendar year 2008 and $600,000 per year for calendar year 2009, subject to increase each year starting in 2010 by not less than the United States benchmark annualized rate of inflation of the previous calendar year, all payable semi-monthly (less applicable taxes and withholdings)("Base Salary"). The Base Salary is subject to annual review by the Board or the Compensation Committee for discretionary periodic increases but not decreases.  If the Company is unable to pay Mr. Ferrone’s Base Salary during the Term, his salary claim is to accrue and be payable when funds become available to the Company.

Under the Ferrone Employment Agreement, Mr. Ferrone is to receive a bonus for each year of the Term equal to (1) one half of one percent (0.005%) on gross revenues (GR) less the Company’s cost of product of $0-$500 million dollars, (2) three quarters of one percent (0.075%) on GR of $500 million to one billion dollars and (3) one percent (.01%) on GR above one billion dollars, paid between January 1 and March 15 of the following year (“Bonus”).
 

 
Mr. Ferrone is to participate in all of the Company’s employee benefit and incentive compensation plans and arrangements made available during the Term to its other senior executives, including health insurance, and is entitled to 4 weeks of paid vacation per year and 5 sick days per year.  The Company is to promptly reimburse Mr. Ferrone for his reasonable out-of-pocket expenses incurred in connection with his employment by the Company.

Under the Ferrone Employment Agreement, additional amounts are payable to Mr. Ferrone by the Company under certain circumstances upon the termination of the Ferrone Employment Agreement.  If the termination is on account of Mr. Ferrone's death or "Disability" (all as defined in the Ferrone Employment Agreement), no additional amount (other than payment of Base Salary and/or Bonus accrued and due through the date of Mr. Ferrone’s death or termination for Disability) shall be payable to Mr. Ferrone.  If the termination is on account of the Company's termination of Mr. Ferrone's employment "For Cause" or Mr. Ferrone's resignation “Without Good Reason" (all as defined in the Ferrone Employment Agreement), no additional amount (other than payment of Base Salary through the date of termination) shall be payable to Mr. Ferrone.  If the termination is on account of Mr. Ferrone's resignation “For Good Reason,” or the Company's termination of Mr. Ferrone's employment “Without Cause,” Mr. Ferrone shall receive, subject to his continued compliance with his confidentiality and nonsolicitation obligations under the Ferrone Employment Agreement, continued payments in an amount equal to the greater of (1) 12 months of his then current monthly Base Salary or (2) $400,000, payable in accordance with the Company's normal payroll practices and policies,  accrued Bonus and benefit plan payments, accrued vacation and continued coverage under the Company's medical, dental and life insurance benefits for the 12-month period immediately following Mr. Ferrone's resignation or termination, as applicable.

Under the Ferrone Employment Agreement, the Company is required to maintain directors' and officers' liability insurance for Mr. Ferrone during the Term. The Company is also required to indemnify Mr. Ferrone in certain circumstances.

Under the Ferrone Employment Agreement, Mr. Ferrone is eligible to participate in the Company’s Stock Option Plan; otherwise Mr. Ferrone is to be granted options subject to approval by the Compensation Committee of the Board of Directors and in a manner customary for like companies in the industry (such option exercise price being equal to the fair market value of the stock on December 31st of the Term year for which they are being granted).  No such options have yet been granted to Mr. Ferrone by the Company.

Mr. Ferrone owns 1,450,000 shares of common stock, par value $.001 per share, of the Company (0.5%).

(ii)              Effective October 22, 2007, G. David Criner and the Company entered into an Employment Agreement (the "Criner Employment Agreement") pursuant to which Mr. Criner is employed by the Company as its Chief Financial Offier and Chief Accounting Officer, as described below.  The term of the Ferrone Employment Agreement began on October 22, 2007 and will terminate on December 31, 2009, unless earlier terminated, and will automatically extend for each succeeding one (1) year period unless either party provides the other with a written notice at least 30 days prior to the end of the then current Term advising that the party providing the notice shall not agree to so extend the Term (the "Term").
 

 
Under the Criner Employment Agreement, Mr. Criner is to receive from the Company base compensation equal to $175,000 per year, subject to increase each year starting in 2009 by not less than the United States benchmark annualized rate of inflation of the previous calendar year, all payable semi-monthly (less applicable taxes and withholdings)("Base Salary"). The Base Salary is subject to annual review by the Board or the Compensation Committee for discretionary periodic increases but not decreases.  If the Company is unable to pay Mr. Criner’s Base Salary during the Term, his salary claim is to accrue and be payable when funds become available to the Company.

Under the Criner Employment Agreement, Mr. Criner is to receive a bonus for each year of the Term as determined by the Board of Directors, paid between January 1 and March 15 of the following year (“Bonus”).

Mr. Criner is to participate in all of the Company’s employee benefit and incentive compensation plans and arrangements made available during the Term to its other senior executives, including health insurance, and is entitled to 4 weeks of paid vacation per year and 5 sick days per year.  The Company is to promptly reimburse Mr. Criner for his reasonable out-of-pocket expenses incurred in connection with his employment by the Company.

Under the Criner Employment Agreement, additional amounts are payable to Mr. Criner by the Company under certain circumstances upon the termination of the Criner Employment Agreement.  If the termination is on account of Mr. Criner's death or "Disability" (all as defined in the Criner Employment Agreement), no additional amount (other than payment of Base Salary and/or Bonus accrued and due through the date of Mr. Criner’s death or termination for Disability) shall be payable to Mr. Criner.  If the termination is on account of the Company's termination of Mr. Criner's employment "For Cause" or Mr. Criner's resignation “Without Good Reason" (all as defined in the Criner Employment Agreement), no additional amount (other than payment of Base Salary through the date of termination) shall be payable to Mr. Criner.  If the termination is on account of Mr. Criner's resignation “For Good Reason,” or the Company's termination of Mr. Criner's employment “Without Cause,” Mr. Criner shall receive, subject to his continued compliance with his confidentiality and nonsolicitation obligations under the Criner Employment Agreement, continued payments in an amount equal to the lesser of (1) 12 months of his then current monthly Base Salary or (2) $450,000, payable in accordance with the Company's normal payroll practices and policies, accrued Bonus and benefit plan payments, accrued vacation and continued coverage under the Company's medical, dental and life insurance benefits for the 12-month period immediately following Mr. Criner's resignation or termination, as applicable.

Under the Criner Employment Agreement, the Company is required to maintain directors' and officers' liability insurance for Mr. Criner during the Term. The Company is also required to indemnify Mr. Criner in certain circumstances.
 

 
SECTION 8 - Other Events

Item 8.01.  Other Events.

The Company announced on October 23, 2007 that its stock will beging trading on the Over the Counter Bulletin Board on Friday, October 26, 2007 under the symbol “IMYN.”


SECTION 9 – Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed with, or incorporated by reference into, this Current Report.


 



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:   October 23, 2007

 
IMMUNOSYN CORPORATION
 
 
 
By:
/s/ Douglas McClain, Jr.
   
Douglas McClain, Jr.
Chairman of the Board
EX-10.1 2 exh10_1.htm EMPLOYMENT AGREEMENT - STEPHEN D. FERRONE exh10_1.htm
EXECUTION COPY

EXHIBIT 10.1
 
EMPLOYMENT AGREEMENT
 
EMPLOYMENT AGREEMENT effective as of October 15, 2007 (the “Commencement Date”) by and between Stephen Ferrone (“Executive”), and Immunosyn Corporation, a Delaware corporation (the “Company”) by or through its officers (this “Agreement”).
 
The parties hereto wish to enter into an employment agreement on the terms and conditions set forth below.  Accordingly, in consideration of the premises and the respective covenants and agreements of the parties herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
 
1.           Term.  The Executive’s employment under this Agreement shall commence on the Commencement Date and shall end, unless terminated earlier pursuant to Section 4, at the close of business on December 31st, 2009 (the “Term”); provided, however, that the Term shall thereafter be automatically extended for each succeeding one (1) year period unless either party hereto shall provide the other party with a written notice at least thirty (30) days prior to the end of the then current Term, advising that the party providing the notice shall not agree to so extend the Term.
 
2.           Title, Duties and Authority.  The Executive shall serve as Chief Executive Officer and President of the Company, and shall have such responsibilities and duties consistent with such position and/or as may from time to time be assigned to the Executive by the board of directors of the Company (the “Board”), and shall have all of the powers and duties usually incident to such offices.  In addition, Argyll Biotechnologies, LLC agrees to nominate and/or cause the Executive to be elected to the Company’s Board of Directors at each annual meeting of stockholders during the Term of the Executive’s employment hereunder or, if there shall at any time be director classes, at each such meeting at which Executive’s director class comes up for election, and Argyll agrees to vote all, or cause (to the extent within its control) to be voted, shares of the Company owned or controlled by Argyll, directly or indirectly, to be voted, to elect Executive to serve on the Company’s Board.  Executive hereby agrees to serve on the Company’s Board if elected.  The Executive shall devote substantially all of his working time and efforts to the business and affairs of the Company, except for vacations, illness and incapacity; provided, however, that the Executive may serve on the boards of directors of non-public companies and charitable organizations and may devote reasonable time to charitable and civic organizations, in all cases provided that the performance of his duties and responsibilities on such boards and in such service does not interfere substantially with the performance of his duties and responsibilities under this Agreement.
 
3.           Compensation and Benefits.
 
(a)           Base Salary.  During the Term, the Company shall pay the Executive a base salary (“Base Salary”).  The Base Salary shall be Four Hundred Thousand Dollars ($400,000 USD) per year for calendar year 2007 (pro rated for the portion of the year included in the Term) payable semi-monthly (less applicable taxes and withholdings); Five Hundred Thousand Dollars ($500,000 USD) per year for calendar year 2008 and Six Hundred Thousand Dollars ($600,000 USD) per year for calendar year 2009.  The Base Salary shall be subject to
 

 
annual review by the Board or the Compensation Committee thereof for discretionary periodic increases but not decreases; provided, however, that for each subsequent calendar year during the Term, commencing with the 2010 calendar year, the amount of the Executive’s Base Salary shall be increased by not less than the United States benchmark annualized rate of inflation of the previous calendar year.  Should Company capital subsequent to Executive’s Commencement Date be insufficient to meet the Executive’s salary requirements in 3(a), said salary claim accrues and is payable when said funds become available to the Company.
 
(b)           Bonus – Revenue Share.  Executive shall receive a bonus for each year of the Term determined in accordance with the following formula and paid between January 1 and March 15 of the following year (“Bonus”):
 
 
·
one half of one percent (0.005%) on gross revenues (GR) less the Company’s cost of product (GR) of $0.00-$500 Million Dollars (USD)
 
·
three quarters of one percent (0.075%) on GR of $500-One Billion Dollars (USD)
 
·
one percent (.01%) on GR above $One Billion Dollars (USD)

(c)           Stock Options.  For each partial and full year of the Term, the Executive shall be eligible to participate in the Company’s Stock Option Plan; otherwise the Executive shall be granted Company options subject to approval by the Compensation Committee of the Board of Directors and in a manner customary for like companies in the industry (such option exercise price being equal to the fair market value of the stock on December 31st of the term year for which they are being granted).
 
(d)           Employee Benefits and Incentive Arrangements.  The Executive shall be entitled to participate in all of the Company’s employee benefit and incentive compensation plans and arrangements made available during the Term to the senior executives of the Company as may be in effect from time to time.  If health insurance is not in place as of the Commencement Date, the Company will make reasonable efforts to make such benefits available to employees of the Company within a reasonable time following the Commencement Date.
 
(e)           Expenses.  The Executive shall be entitled to receive prompt reimbursement of his expenses incurred in the performance of his employment hereunder upon his submission to the Company of reasonable and customary expense claims pursuant to the Company’s Expense Reimbursement Policy.  All expense submissions shall be subject to review and approval by the Company.  The Company shall reimburse Executive no later than the end of the year following the year in which any such expense is incurred.  The amount of Executive’s expenses eligible for reimbursement during any taxable year will not affect the expenses eligible for reimbursement in any other taxable year.
 
(f)           Vacations.  The Executive shall be entitled to four (4) weeks paid vacation in each calendar year during the Term.  Subject to applicable laws and Company policy, the Executive may not accrue more than four (4) weeks of paid vacation days at any given time; such that he shall never have an accrual of greater than four (4) weeks of vacation days at any given time, subject to provision changes in the benefits and compensation policy of the Company.
 
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(g)           Sick Days.  The Executive shall be entitled to five (5) days off per calendar year due to sickness or illness.  Executive shall provide notice to the Company of such sick days as soon as reasonably possible.
 
(h)           Any element of compensation herein described may be re-evaluated and revised but not reduced by joint written agreement of the Executive and the Board of Directors.  Factors to be considered in the course of said re-evaluation and revision include performance specific to the Company as well as what is customary for like companies in the industry.
 
4.           Termination.  The Executive’s employment hereunder with the Company may be terminated under the following circumstances:
 
(a)           Death or Disability.  If the Executive shall die or become entitled to the receipt of benefits under the Company’s long-term disability plan, if any, the Company may terminate the Executive’s employment hereunder for death or “Disability,” as applicable.
 
(b)           Cause.  The Company may terminate the Executive’s employment hereunder for Cause.  For purposes of this Agreement, the Company shall have “Cause” to terminate the Executive’s employment hereunder upon:
 
(i)           the failure by the Executive to substantially perform the Executive’s duties for the Company, whether or not during the Term (other than any such failure resulting from the Executive’s Disability which shall be subject to the provisions of Section 4(a));
 
(ii)           the willful violation by the Executive of any of the Executive’s material obligations hereunder;
 
(iii)           the willful engaging by the Executive in misconduct which is materially injurious to the business or reputation of the Company or any of its affiliates; or
 
(iv)           the Executive’s conviction of a felony (or plea of nolo contendere).
 
Notwithstanding the foregoing, if practicable under the circumstances, the Executive shall not be terminated for Cause without:
 
(A)           delivery of a written notice to the Executive setting forth the reasons for the Company’s intention to terminate the Executive’s employment hereunder for Cause;
 
(B)           the failure of the Executive to cure the nonperformance, violation or misconduct described in the notice referred to in clause (A) of this paragraph, if cure thereof is possible, to the reasonable satisfaction of the Board, within fifteen (15) days of the Executive’s receipt of such notice; and
 
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(C)           an opportunity for the Executive to be heard before the Board.
 
(c)           Good Reason.  The Executive may terminate his employment hereunder for “Good Reason” upon the occurrence, without the Executive’s consent, of any of the following events that has occurred within ninety (90) days of Executive giving written notice thereof to the Company and that has not been cured within thirty (30) days after written notice thereof has been given to the Company by the Executive;
 
(i)           a material diminution in the Executive’s authority, duties or responsibilities;
 
(ii)           a material diminution in the Executive’s Base Salary;
 
(iii)           a material change in the geographic location at which Executive must perform the services; or
 
(iv)           any other action or inaction that constitutes a material breach by the Company of this Agreement.
 
(d)           Without Cause.  The Company may terminate the Executive’s employment hereunder without Cause.
 
(e)           Without Good Reason.  The Executive may terminate the Executive’s employment hereunder without Good Reason.
 
(f)           Termination Obligations.
 
(i)           The Executive hereby acknowledges and agrees that all personal property and equipment furnished to or prepared by the Executive in the course of or incident to his or her employment, belongs to the Company and shall, if physically returnable, be promptly returned to the Company upon termination of his or her employment.  “Personal property” includes, without limitation, all books, manuals, records, reports, notes, contracts, lists, blueprints, and other documents, or materials, or copies thereof, and Proprietary Information (as defined below).  Following termination, Executive will not retain any written or other tangible material containing any proprietary or confidential information belonging to the Company.
 
(ii)           Upon termination of his employment, Executive shall be deemed to have resigned from all offices, board positions and directorships then held with the Company, and will execute a letter of resignation if requested.
 
5.           Compensation upon Termination.
 
(a)           Death or Disability.  If the Executive’s employment with the Company hereunder is terminated on account of the Executive’s death or Disability pursuant to Section 4(a), the Company shall as soon as practicable pay to the Executive or the Executive’s estate, as applicable, or as may be directed by the legal representatives of the Executive or the Executive’s estate, as
 
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applicable, any Base Salary and/or Bonus accrued and due to the Executive under Section 3(a) and/or 3(b) through the date of the Executive’s death or termination for Disability, as applicable.  Other than the foregoing, the Company shall have no further obligations to the Executive hereunder.
 
(b)           By the Company for Cause or By the Executive Without Good Reason.  If the Executive’s employment with the Company hereunder is terminated by the Company for Cause pursuant to Section 4(b) or by the Executive without Good Reason pursuant to Section 4(e), the Company shall as soon as practicable pay the Executive any Base Salary accrued and due to the Executive under Section 3(a) through the Executive’s date of termination and the Executive shall forfeit his entire unpaid Bonus, if any.  Other than the foregoing, the Company shall have no further obligations to the Executive hereunder.
 
(c)           By the Company Without Cause or By the Executive for Good Reason.  If the Executive’s employment with the Company hereunder is terminated by the Company Without Cause pursuant to Section 4(d) or the Executive for Good Reason pursuant to Section 4(c), the Company shall as soon as practicable (until such earlier time that the Executive violates the provisions of Section 6(b) or (c) wherein the Company shall have no further obligations to the Executive hereunder) (i) pay the Executive any Base Salary and/or pro-rata Bonus accrued and due to the Executive under Section 3(a) and/or 3(b) through the Executive’s date of termination; and (ii) pay to the Executive on the final day of employment, or as soon as practicable thereafter, an amount equal to the greater of:  (A) twelve (12) months of Executive’s then current Base Salary or (B) Four Hundred Thousand Dollars ($400,000 USD); and (iii) at the Company’s expense, continuation of Executive’s medical, dental and life insurance benefits coverage for a period of no less than one year following said termination date; and (iv) pay any amounts unconditionally accrued under any pension or benefit plans of the Company in accordance with the terms thereof; and (v) pay amounts earned, unconditionally accrued or owing to Executive but not yet paid, including, without limitation, any salary (including deferred salary, if applicable), bonus or stock options plus accrued interest thereon earned through the date of termination, and (vi) provide other benefits unconditionally accrued and vested on the date of termination, if any, in accordance with applicable plans and programs of the Company.
 
The Executive shall not be required to mitigate the amount of his severance benefit payable pursuant to this Section 5(c).
 
6.           Restrictive Covenants.
 
(a)           Reasonable Covenants.  It is expressly understood by and between the Company and the Executive that the covenants contained in this Section 6 are an essential element of this Agreement and that but for the agreement by the Executive to comply with these covenants and thereby not to diminish the value of the organization and goodwill of the Company or any affiliate or subsidiary of the Company, including relations with their employees, clients, customers and accounts, the Company would not enter into this Agreement.  The Executive has independently consulted with his legal counsel and after such consultation agrees that such covenants are reasonable and proper.
 
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(b)           No Diversion of Customers; No Solicitation of Employees, Etc.  During the Term and for twelve (12) months after the end of the Term the Executive shall not:
 
(i)           divert to any competitor of the Company or any of its affiliates or subsidiaries, any customer, supplier or business partner of the Company or any of its affiliates or subsidiaries; or
 
(ii)           solicit or encourage any officer, employee or consultant of the Company or any of its affiliates or subsidiaries to leave the employ of the Company or any of its affiliates or subsidiaries for employment by or with any competitor of the Company or any of its affiliates or subsidiaries;
 
provided, however, that the Executive may invest in stocks, bonds or other securities of any competitor of the Company or any of its affiliates or subsidiaries if:
 
(A)           such stocks, bonds, or other securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934;
 
(B)           his investment does not exceed, in the case of any class of the capital stock of any one issuer, one percent (1%) of the issued and outstanding shares, or, in the case of other securities, one percent (1%) of the aggregate principal amount thereof issued and outstanding; and
 
(C)           such investment would not prevent, directly or indirectly, the transaction of business by the Company and/or of its affiliates or subsidiaries with any state, district, territory or possession of the United States or any governmental subdivision, agency or instrumentality thereof by virtue of any statute, law, regulation or administrative practice.
 
If, at any time, the provisions of this Section 6(b) shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6(b) shall be considered severable and shall become and shall be immediately amended solely with respect to such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter and the Executive hereby agrees that this Section 6(b) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.  Except as provided in this Section 6, nothing in this Agreement shall prevent or restrict the Executive from engaging in any business or industry in any capacity.
 
(c)           Nondisclosure of Confidential Information.  The Executive shall keep secret and confidential and shall not disclose to any third party in any fashion or for any purpose whatsoever, any information regarding this Agreement, or any other information regarding the Company or its affiliates or subsidiaries which is not available to the general public, and/or  not generally known outside the Company or any such affiliate or subsidiary, to which he has or shall have had access at any time during the course of his employment with the Company, including, without limitation, any information relating to the Company’s (and its affiliates’ or subsidiaries’):
 
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(i)           business, operations, plans, strategies, prospects or objectives;
 
(ii)           products, technologies, processes, specifications, research and development operations and plans;
 
(iii)           customers and customer lists;
 
(iv)           distribution, sales, service, support and marketing practices and operations;
 
(v)           financial condition and results of operations;
 
(vi)           operational strengths and weaknesses; and
 
(vii)           personnel and compensation policies and procedures.
 
Notwithstanding the foregoing provisions of this Section 6, the Executive may discuss this Agreement with the members of his immediate family and with his personal legal and tax advisors and may disclose the existence of his employment with the Company to any third party.  Executive understands that this Agreement and the terms hereof shall be filed with the U.S. Securities and Exchange Commission and disclosed in the Company’s securities filings and disclosures, as required by law.
 
(d)           Specific Performance.  Without intending to limit the remedies available to the Company or its affiliates or subsidiaries, the Executive hereby agrees that damages at law would be an insufficient remedy to the Company or its affiliates or subsidiaries in the event that the Executive violates any of the provisions of this Section 6, and that, in addition to money damages, the Company or its affiliates or subsidiaries may apply for and, upon the requisite showing, have injunctive relief in any court of competent jurisdiction to restrain the breach or threatened breach of or otherwise to specifically enforce any of the covenants contained in this Section 6.
 
7.           Successors.  This Agreement cannot be assigned by any of the parties hereto without the prior written consent of the other party hereto, except that it shall be binding automatically on any successors and assigns of all or substantially all of the business and/or assets of the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise).
 
8.           Inventions.  Executive agrees to make prompt and full written disclosure to the Company, to hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements or trade secrets, whether or not patentable or registrable under copyright or similar laws, which Executive may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time Executive is in the employ of the Company that (1) are created using the Company’s facilities, supplies, information, trade secrets or time; (2) directly or indirectly relate to or arise out of the business of the Company, including without limitation the research and development activities, of the Company; or (3) relate to or arise out of any task
 
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assigned to Executive or work Executive performs for the Company (collectively “Inventions”).  Employee further acknowledges that all original works of authorship which are made by the Employee (solely or jointly with others) within the scope of and during the period of employment with the Company and which are protectible by copyright are “works made for hire,” as that term is defined in the United States Copyright Act.  The assignment of inventions does not apply to an invention that Executive developed entirely on his or her time without using the Company’s equipment, supplies, facilities or trade secret information except for those inventions that either:  (1) relate at the time of conception or reduction to practice of the invention to the Company’s business, or actual or demonstrably anticipated research or development of the Company; or (2) result from any work performed by Executive for the Company.
 
9.           Maintenance of Records.  Executive agrees to keep and maintain adequate and current written records of all Inventions made by Executive (solely or jointly with others) during the term of Executive’s employment with the Company.  The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Company.  The records will be available to and remain the sole property of the Company at all times.
 
10.           Arbitration.  Except as provided in Section 6(d), all controversies, claims or disputes arising out of or relating to this Agreement shall be settled by binding arbitration before and under the Commercial Rules of the American Arbitration Association, as the sole and exclusive remedy of either party, and judgment upon such award rendered by the arbitrators(s) may be entered in any court of competent jurisdiction.  The costs of arbitration shall be borne by the unsuccessful party or otherwise as determined by the arbitrators in their discretion.
 
11.           Governing Law.  The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California without regard to conflicts of law principles.
 
12.           Amendments.  No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and such officers of the Company as may be specifically designated for such purpose by the Board.
 
13.           Entire Agreement.  This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto.
 
14.           Indemnification.  The Company shall indemnify the Executive to the full extent permitted by applicable Delaware law, as well as its charter and by-laws, for all liabilities incurred by the Executive in connection with his reasonable execution of his duties hereunder.  The Company agrees to provide directors and officers insurance coverage on behalf of the Company and its directors and officers.
 
15.           Survival.  The obligations of the parties hereto contained in Sections 5, 6, 10 and 14 shall survive the termination of this Agreement.
 
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16.           Notices.  For all purposes of this Agreement, notices and all other communications under or in connection with this Agreement shall be deemed to have been duly given when delivered or mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed as follows:
 

If to the Executive:               Stephen Ferrone
220 Savanna Ct.
Lake Forest, Illinois  60045

If to the Company:               Immunosyn Corporation
4225 Executive Square
Suite 260
LaJolla, California  92037

 
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.
 

 
IMMUNOSYN CORPORATION
 
 
 
 
By:
 /s/ Douglas A. McClain Jr.
   
Name:  Douglas A. McClain Jr.
   
Title:  Chief Financial Officer
 
 
 
/s/ Stephen D. Ferrone
 
STEPHEN D. FERRONE

 
 
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EX-10.2 3 exh10_2.htm EMPLOYMENT AGREEMENT - G. DAVID CRINER exh10_2.htm
EXHIBIT 10.2
 
EMPLOYMENT AGREEMENT
 
EMPLOYMENT AGREEMENT effective as of October 22, 2007 (the “Commencement Date”) by and between David Criner (“Executive”), and Immunosyn Corporation, a Delaware corporation (the “Company”) by or through its officers (this “Agreement”).
 
The parties hereto wish to enter into an employment agreement on the terms and conditions set forth below.  Accordingly, in consideration of the premises and the respective covenants and agreements of the parties herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
 
1.           Term.  The Executive’s employment under this Agreement shall commence on the Commencement Date and shall end, unless terminated earlier pursuant to Section 4, at the close of business on December 31st, 2009 (the “Term”); provided, however, that the Term shall thereafter be automatically extended for each succeeding one (1) year period unless either party hereto shall provide the other party with a written notice at least thirty (30) days prior to the end of the then current Term, advising that the party providing the notice shall not agree to so extend the Term.
 
2.           Title, Duties and Authority.  The Executive shall serve as Vice President and Chief Financial Officer and Chief Accounting Officer of the Company, and shall have such responsibilities and duties consistent with such positions and/or as may from time to time be assigned to the Executive by the President and/or the board of directors of the Company (the “Board”), and shall have all of the powers and duties usually incident to such offices.  The Executive shall devote substantially all of his working time and efforts to the business and affairs of the Company, except for vacations, illness and incapacity; provided, however, that the Executive may serve on the boards of directors of non-public companies and charitable organizations and may devote reasonable time to charitable and civic organizations, in all cases provided that the performance of his duties and responsibilities on such boards and in such service does not interfere substantially with the performance of his duties and responsibilities under this Agreement.
 
3.           Compensation and Benefits.
 
(a)           Base Salary.  During the Term, the Company shall pay the Executive a base salary (“Base Salary”).  The Base Salary shall be One Hundred Seventy Five Thousand Dollars ($175,000 USD) per year payable semi-monthly (less applicable taxes and withholdings).  The Base Salary shall be subject to annual review by the Board or the Compensation Committee thereof for discretionary periodic increases but not decreases; provided, however, that for each subsequent calendar year during the Term, commencing with the 2009 calendar year, the amount of the Executive’s Base Salary shall be increased by not less than the United States benchmark annualized rate of inflation of the previous calendar year.  Should Company capital subsequent to Executive’s Commencement Date be insufficient to meet the Executive’s salary requirements in 3(a), said salary claim accrues and is payable when said funds become available to the Company.
 

 
(b)           Bonus.  Executive shall receive a bonus for each year of the Term as determined by the Board of Directors of the Company (or the Compensation Committee thereof) and paid between January 1 and March 15 of the following year (“Bonus”).
 
(c)           Employee Benefits and Incentive Arrangements.  The Executive shall be entitled to participate in all of the Company’s employee benefit and incentive compensation plans and arrangements made available during the Term to the senior executives of the Company as may be in effect from time to time.  If health insurance is not in place as of the Commencement Date, the Company will make reasonable efforts to make such benefits available to employees of the Company within a reasonable time following the Commencement Date.
 
(d)           Expenses.  The Executive shall be entitled to receive prompt reimbursement of his expenses incurred in the performance of his employment hereunder upon his submission to the Company of reasonable and customary expense claims pursuant to the Company’s Expense Reimbursement Policy.  All expense submissions shall be subject to review and approval by the Company.  The Company shall reimburse Executive no later than the end of the year following the year in which any such expense is incurred.  The amount of Executive’s expenses eligible for reimbursement during any taxable year will not affect the expenses eligible for reimbursement in any other taxable year.
 
(e)           Vacations.  The Executive shall be entitled to four (4) weeks paid vacation in each calendar year during the Term.  Subject to applicable laws and Company policy, the Executive may not accrue more than four (4) weeks of paid vacation days at any given time; such that he shall never have an accrual of greater than four (4) weeks of vacation days at any given time, subject to provision changes in the benefits and compensation policy of the Company.
 
(f)           Sick Days.  The Executive shall be entitled to five (5) days off per calendar year due to sickness or illness.  Executive shall provide notice to the Company of such sick days as soon as reasonably possible.
 
(g)           Any element of compensation herein described may be re-evaluated and revised but not reduced by joint written agreement of the Executive and the Board of Directors.  Factors to be considered in the course of said re-evaluation and revision include performance specific to the Company as well as what is customary for like companies in the industry.
 
4.           Termination.  The Executive’s employment hereunder with the Company may be terminated under the following circumstances:
 
(a)           Death or Disability.  If the Executive shall die or become entitled to the receipt of benefits under the Company’s long-term disability plan, if any, the Company may terminate the Executive’s employment hereunder for death or “Disability,” as applicable.
 
(b)           Cause.  The Company may terminate the Executive’s employment hereunder for Cause.  For purposes of this Agreement, the Company shall have “Cause” to terminate the Executive’s employment hereunder upon:
 
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(i)           the failure by the Executive to substantially perform the Executive’s duties for the Company, whether or not during the Term (other than any such failure resulting from the Executive’s Disability which shall be subject to the provisions of Section 4(a));
 
(ii)           the willful violation by the Executive of any of the Executive’s material obligations hereunder;
 
(iii)           the willful engaging by the Executive in misconduct which is materially injurious to the business or reputation of the Company or any of its affiliates; or
 
(iv)           the Executive’s conviction of a felony (or plea of nolo contendere).
 
Notwithstanding the foregoing, if practicable under the circumstances, the Executive shall not be terminated for Cause without:
 
(A)           delivery of a written notice to the Executive setting forth the reasons for the Company’s intention to terminate the Executive’s employment hereunder for Cause;
 
(B)           the failure of the Executive to cure the nonperformance, violation or misconduct described in the notice referred to in clause (A) of this paragraph, if cure thereof is possible, to the reasonable satisfaction of the Board, within fifteen (15) days of the Executive’s receipt of such notice; and
 
(C)           an opportunity for the Executive to be heard before the Board.
 
(c)           Good Reason.  The Executive may terminate his employment hereunder for “Good Reason” upon the occurrence, without the Executive’s consent, of any of the following events that has occurred within ninety (90) days of Executive giving written notice thereof to the Company and that has not been cured within thirty (30) days after written notice thereof has been given to the Company by the Executive;
 
(i)           a material diminution in the Executive’s authority, duties or responsibilities;
 
(ii)           a material diminution in the Executive’s Base Salary;
 
(iii)           a material change in the geographic location at which Executive must perform the services; or
 
(iv)           any other action or inaction that constitutes a material breach by the Company of this Agreement.
 
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(d)           Without Cause.  The Company may terminate the Executive’s employment hereunder without Cause.
 
(e)           Without Good Reason.  The Executive may terminate the Executive’s employment hereunder without Good Reason.
 
(f)           Termination Obligations.
 
(i)           The Executive hereby acknowledges and agrees that all personal property and equipment furnished to or prepared by the Executive in the course of or incident to his or her employment, belongs to the Company and shall, if physically returnable, be promptly returned to the Company upon termination of his employment.  “Personal property” includes, without limitation, all books, manuals, records, reports, notes, contracts, lists, blueprints, and other documents, or materials, or copies thereof, and Proprietary Information (as defined below).  Following termination, Executive will not retain any written or other tangible material containing any proprietary or confidential information belonging to the Company.
 
(ii)           Upon termination of his employment, Executive shall be deemed to have resigned from all offices, board positions and directorships then held with the Company, and will execute a letter of resignation if requested.
 
5.           Compensation upon Termination.
 
(a)           Death or Disability.  If the Executive’s employment with the Company hereunder is terminated on account of the Executive’s death or Disability pursuant to Section 4(a), the Company shall as soon as practicable pay to the Executive or the Executive’s estate, as applicable, or as may be directed by the legal representatives of the Executive or the Executive’s estate, as applicable, any Base Salary and/or Bonus accrued and due to the Executive under Section 3(a) and/or 3(b) through the date of the Executive’s death or termination for Disability, as applicable.  Other than the foregoing, the Company shall have no further obligations to the Executive hereunder.
 
(b)           By the Company for Cause or By the Executive Without Good Reason.  If the Executive’s employment with the Company hereunder is terminated by the Company for Cause pursuant to Section 4(b) or by the Executive without Good Reason pursuant to Section 4(e), the Company shall as soon as practicable pay the Executive any Base Salary accrued and due to the Executive under Section 3(a) through the Executive’s date of termination and the Executive shall forfeit his entire unpaid Bonus, if any.  Other than the foregoing, the Company shall have no further obligations to the Executive hereunder.
 
(c)           By the Company Without Cause or By the Executive for Good Reason.  If the Executive’s employment with the Company hereunder is terminated by the Company Without Cause pursuant to Section 4(d) or the Executive for Good Reason pursuant to Section 4(c), the Company shall as soon as practicable (until such earlier time that the Executive violates the provisions of Section 6(b) or (c) wherein the Company shall have no further obligations to the Executive hereunder) (i) pay the Executive any Base Salary and/or pro-rata
 
4

 
Bonus accrued and due to the Executive under Section 3(a) and/or 3(b) through the Executive’s date of termination; and (ii) pay to the Executive on the final day of employment, or as soon as practicable thereafter, an amount equal to the lesser of:  (A) twelve (12) months of Executive’s then current Base Salary or (B) Four Hundred Fifty Thousand Dollars ($450,000 USD); and (iii) at the Company’s expense, continuation of Executive’s medical, dental and life insurance benefits coverage for a period of no less than one year following said termination date; and (iv) pay any amounts unconditionally accrued under any pension or benefit plans of the Company in accordance with the terms thereof; and (v) pay amounts earned, unconditionally accrued or owing to Executive but not yet paid, including, without limitation, any salary (including deferred salary, if applicable) or bonus earned through the date of termination, and (vi) provide other benefits unconditionally accrued and vested on the date of termination, if any, in accordance with applicable plans and programs of the Company.
 
The Executive shall not be required to mitigate the amount of his severance benefit payable pursuant to this Section 5(c).
 
6.           Restrictive Covenants.
 
(a)           Reasonable Covenants.  It is expressly understood by and between the Company and the Executive that the covenants contained in this Section 6 are an essential element of this Agreement and that but for the agreement by the Executive to comply with these covenants and thereby not to diminish the value of the organization and goodwill of the Company or any affiliate or subsidiary of the Company, including relations with their employees, clients, customers and accounts, the Company would not enter into this Agreement.  The Executive has independently consulted with his legal counsel and after such consultation agrees that such covenants are reasonable and proper.
 
(b)           No Diversion of Customers; No Solicitation of Employees, Etc.  During the Term and for twelve (12) months after the end of the Term the Executive shall not:
 
(i)           divert to any competitor of the Company or any of its affiliates or subsidiaries, any customer, supplier or business partner of the Company or any of its affiliates or subsidiaries; or
 
(ii)           solicit or encourage any officer, employee or consultant of the Company or any of its affiliates or subsidiaries to leave the employ of the Company or any of its affiliates or subsidiaries for employment by or with any competitor of the Company or any of its affiliates or subsidiaries;
 
provided, however, that the Executive may invest in stocks, bonds or other securities of any competitor of the Company or any of its affiliates or subsidiaries if:
 
(A)           such stocks, bonds, or other securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934;
 
(B)           his investment does not exceed, in the case of any class of the capital stock of any one issuer, one percent (1%) of the issued and
 
5

 
outstanding shares, or, in the case of other securities, one percent (1%) of the aggregate principal amount thereof issued and outstanding; and
 
(C)           such investment would not prevent, directly or indirectly, the transaction of business by the Company and/or of its affiliates or subsidiaries with any state, district, territory or possession of the United States or any governmental subdivision, agency or instrumentality thereof by virtue of any statute, law, regulation or administrative practice.
 
If, at any time, the provisions of this Section 6(b) shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6(b) shall be considered severable and shall become and shall be immediately amended solely with respect to such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter and the Executive hereby agrees that this Section 6(b) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.  Except as provided in this Section 6, nothing in this Agreement shall prevent or restrict the Executive from engaging in any business or industry in any capacity.
 
(c)           Nondisclosure of Confidential Information.  The Executive shall keep secret and confidential and shall not disclose to any third party in any fashion or for any purpose whatsoever, any information regarding this Agreement, or any other information regarding the Company or its affiliates or subsidiaries which is not available to the general public, and/or  not generally known outside the Company or any such affiliate or subsidiary, to which he has or shall have had access at any time during the course of his employment with the Company, including, without limitation, any information relating to the Company’s (and its affiliates’ or subsidiaries’):
 
(i)           business, operations, plans, strategies, prospects or objectives;
 
(ii)           products, technologies, processes, specifications, research and development operations and plans;
 
(iii)           customers and customer lists;
 
(iv)           distribution, sales, service, support and marketing practices and operations;
 
(v)           financial condition and results of operations;
 
(vi)           operational strengths and weaknesses; and
 
(vii)           personnel and compensation policies and procedures.
 
Notwithstanding the foregoing provisions of this Section 6, the Executive may discuss this Agreement with the members of his immediate family and with his personal legal and tax advisors and may disclose the existence of his employment with the Company to any third party.  Executive understands that this Agreement and the terms hereof shall be filed with the U.S.
 
6

 
Securities and Exchange Commission and disclosed in the Company’s securities filings and disclosures, as required by law.
 
(d)           Specific Performance.  Without intending to limit the remedies available to the Company or its affiliates or subsidiaries, the Executive hereby agrees that damages at law would be an insufficient remedy to the Company or its affiliates or subsidiaries in the event that the Executive violates any of the provisions of this Section 6, and that, in addition to money damages, the Company or its affiliates or subsidiaries may apply for and, upon the requisite showing, have injunctive relief in any court of competent jurisdiction to restrain the breach or threatened breach of or otherwise to specifically enforce any of the covenants contained in this Section 6.
 
7.           Successors.  This Agreement cannot be assigned by any of the parties hereto without the prior written consent of the other party hereto, except that it shall be binding automatically on any successors and assigns of all or substantially all of the business and/or assets of the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise).
 
8.           Inventions.  Executive agrees to make prompt and full written disclosure to the Company, to hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements or trade secrets, whether or not patentable or registrable under copyright or similar laws, which Executive may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time Executive is in the employ of the Company that (1) are created using the Company’s facilities, supplies, information, trade secrets or time; (2) directly or indirectly relate to or arise out of the business of the Company, including without limitation the research and development activities, of the Company; or (3) relate to or arise out of any task assigned to Executive or work Executive performs for the Company (collectively “Inventions”).  Employee further acknowledges that all original works of authorship which are made by the Employee (solely or jointly with others) within the scope of and during the period of employment with the Company and which are protectible by copyright are “works made for hire,” as that term is defined in the United States Copyright Act.  The assignment of inventions does not apply to an invention that Executive developed entirely on his or her time without using the Company’s equipment, supplies, facilities or trade secret information except for those inventions that either:  (1) relate at the time of conception or reduction to practice of the invention to the Company’s business, or actual or demonstrably anticipated research or development of the Company; or (2) result from any work performed by Executive for the Company.
 
9.           Maintenance of Records.  Executive agrees to keep and maintain adequate and current written records of all Inventions made by Executive (solely or jointly with others) during the term of Executive’s employment with the Company.  The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Company.  The records will be available to and remain the sole property of the Company at all times.
 
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10.           Arbitration.  Except as provided in Section 6(d), all controversies, claims or disputes arising out of or relating to this Agreement shall be settled by binding arbitration before and under the Commercial Rules of the American Arbitration Association, as the sole and exclusive remedy of either party, and judgment upon such award rendered by the arbitrators(s) may be entered in any court of competent jurisdiction.  The costs of arbitration shall be borne by the unsuccessful party or otherwise as determined by the arbitrators in their discretion.
 
11.           Governing Law.  The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California without regard to conflicts of law principles.
 
12.           Amendments.  No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and such officers of the Company as may be specifically designated for such purpose by the Board.
 
13.           Entire Agreement.  This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto.
 
14.           Indemnification.  The Company shall indemnify the Executive to the full extent permitted by applicable Delaware law, as well as its charter and by-laws, for all liabilities incurred by the Executive in connection with his reasonable execution of his duties hereunder.  The Company agrees to provide directors and officers insurance coverage on behalf of the Company and its directors and officers.
 
15.           Survival.  The obligations of the parties hereto contained in Sections 5, 6, 8, 10 and 14 shall survive the termination of this Agreement.
 
16.           Notices.  For all purposes of this Agreement, notices and all other communications under or in connection with this Agreement shall be deemed to have been duly given when delivered or mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed as follows:
 

If to the Executive:               David Criner
10361 Craftsman Way, #102
San Diego, California  92127

If to the Company:               Immunosyn Corporation
4225 Executive Square
Suite 260
LaJolla, California  92037
 
8

 
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.
 

 
IMMUNOSYN CORPORATION
 
 
 
 
By:
 /s/ Douglas A. McClain Jr.
   
Name:  Douglas A. McClain Jr.
   
Title:  Chairman of the Board
 
 
 
/s/ G. DAVID CRINER
 
G. DAVID CRINER
 

 
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EX-99.1 4 exh99_1.htm PRESS RELEASE DATED OCTOBER 23, 2007 exh99_1.htm
EXHIBIT 99.1

 
 
The Blaine Group, Inc.
A Total Communications Agency
8665 Wilshire Blvd., Suite #301, Beverly Hills, CA 90211
310/360-1499 · 310/360-1498 FAX · E-mail:  blaine@pacificnet.net

FOR IMMEDIATE RELEASE:                                                                                                               October 23, 2007                                           

FOR FURTHER INFORMATION, CONTACT:                                                                                                           Bill Kraus/Lisa Baker/Devon Blaine
The Blaine Group
310/360-1499
310/360-1498 (FAX)
blaine@blainegroupinc.com


IMMUNOSYN CORPORATION TO BEGIN TRADING


La Jolla, CA … PR Newswire… Immunosyn Corporation (IMYN.OTC.BB) announced that its stock will begin over-the-counter trading on Friday, October 26, 2007.  The company has exclusive worldwide rights from its largest shareholder, Argyll Biotechnologies, LLC, to market, distribute and sell the biopharmaceutical SF-1019.

“Having gone public in January this year, we are pleased to start trading as we begin to develop the distribution lines for a product as important as SF-1019,” noted Stephen Ferrone, Immunosyn’s CEO.


About Immunosyn Corporation

La Jolla, CA-headquartered Immunosyn Corporation (IMYN.OTC.BB) plans to market and distribute life enhancing therapeutics.  Currently, the company has exclusive worldwide rights from its largest shareholder, Argyll Biotechnologies, LLC, to market, sell and distribute SF-1019, a compound that was developed from extensive research into Biological Response Modifiers (BRMs).  Argyll Biotechnologies, LLC has initiated the process for regulatory approval of SF-1019 in several countries and preparations for clinical trials are underway in both the US and Europe.  Research suggests that SF-1019 has the potential to affect a number of clinical conditions including auto-immune disorders such as Multiple Sclerosis (MS), neurological disorders such as Chronic Inflammatory Demyelinating Polyneuropathy (CIDP) and Reflex Sympathetic Dystrophy Syndrome (RSD or RSDS) and complications from Diabetic Mellitus such Diabetic Neuropathy (DN) and Diabetic Ulcers (DU).

 
 

 
 
#####

The above news release contains forward-looking statements. These statements are based on assumptions that management believes are reasonable based on currently available information, and include statements regarding the intent, belief or current expectations of the Company and its management. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance, and are subject to a wide range of business risks, external factors and uncertainties. Actual results may differ materially from those indicated by such forward-looking statements.  For additional information, please consult the Company’s most recent public filings and Annual Report on Form 10-K for its most recent fiscal year.  The Company assumes no obligation to update the information contained in this press release, whether as a result of new information, future events or otherwise.




 
 

 

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