0001144204-15-026697.txt : 20150501 0001144204-15-026697.hdr.sgml : 20150501 20150430173351 ACCESSION NUMBER: 0001144204-15-026697 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20150501 DATE AS OF CHANGE: 20150430 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VACCINOGEN INC CENTRAL INDEX KEY: 0001453001 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-87974 FILM NUMBER: 15820627 BUSINESS ADDRESS: STREET 1: 949 FELL STREET CITY: BALTIMORE STATE: MD ZIP: 21231 BUSINESS PHONE: 410-387-4000 MAIL ADDRESS: STREET 1: 949 FELL STREET CITY: BALTIMORE STATE: MD ZIP: 21231 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TUSSING ANDREW CENTRAL INDEX KEY: 0001585095 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 5300 WESTVIEW DRIVE STREET 2: SUITE 406 CITY: FREDERICK STATE: MD ZIP: 21703 SC 13D 1 v409045_sc13d.htm SC 13D

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.___)*

VACCINOGEN, INC.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

918641101

(CUSIP Number)

Andrew L. Tussing, 949 Fell Street, Baltimore MD 21231, (410) 387-4000

Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 20, 2015

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §§ 240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 918641101	13D	Page 2 of 5 Pages


1.		NAMES OF REPORTING PERSONS Andrew L. Tussing
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions) (a) ¨ (b) ¨
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (See Instructions) PF, OO
5.		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨

6.		CITIZENSHIP OR PLACE OF ORGANIZATION
		United States of America


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 2,671,524*
	8.	SHARED VOTING POWER 20,575*
	9.	SOLE DISPOSITIVE POWER 2,671,524*
	10.	SHARED DISPOSITIVE POWER 20,575*


11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,692,099
12.		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions) ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.0%
12.		TYPE OF REPORTING PERSON (see Instructions) IN
		* Consists of the following: (a) warrants to purchase 20,575 shares of common stock, which the reporting person shares voting and dispositive power with his spouse; (b) option to buy 1,493,374 shares of common stock; (c) 400,427 shares of common stock; and (d) 777,723 shares of restricted stock. ** The denominator is based on: (a) 36,849,935 shares of common stock outstanding as of April 30, 2015; and (b) 1,513,949 shares of common stock subject to options and warrants exercisable within 60 days of April 30, 2015, beneficially owned by the reporting person.


CUSIP No. 918641101	13D	Page 3 of 5 Pages

Item 1. Security and Issuer.

This statement on Schedule 13D relates to shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of Vaccinogen, Inc., a Maryland corporation (the “Issuer”). The Issuer’s principal executive office is located at 949 Fell Street, Baltimore, MD 21231.

Item 2. Identity and Background.

(a)	This Schedule 13D is being filed by Andrew L. Tussing (the “Reporting Person”).

(b)	The principal business address of the Reporting Person is 949 Fell Street, Baltimore, MD 21231.

(c)	The Reporting Person is the co-founder, President, Chief Executive Officer, acting Chief Financial Officer, Secretary, Treasurer and a member of the board of directors of the Issuer.

(d)	During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)	During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)	The Reporting Person is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

All shares of Common Stock, warrants to purchase Common Stock, shares of restricted Common Stock, and options to purchase Common Stock beneficially owned by the Reporting Person were granted to the Reporting Person by the Issuer in respect of the Reporting Person’s services as an officer and/or director of the Issuer, except 400,427 shares of Common Stock were granted in consideration of the Reporting Person’s capital contribution to the Issuer at the Issuer’s founding. Most recently, on April 20, 2015 (the “Trigger Date for 13D Filing”), the Issuer granted 61,432 shares of restricted Common Stock to the Reporting Person in lieu of cash bonuses for services to the Issuer in 2014 (the “Bonus Award”). On the Trigger Date for 13D Filing, the Issuer, in recognition of the Reporting Person’s efforts on behalf of the Issuer, also granted 716,291 shares of restricted Common Stock and options to purchase 1,493,374 shares of Common Stock to the Reporting Person, which compensation the Issuer believes equalizes the Reporting Person with the percentage of ownership typical among other founder/chief executive officers in the industry (the “Founder Awards”).

Item 4. Purpose of Transaction.

As stated above, the securities acquired on and prior to the Trigger Date for 13D Filing were granted by the Issuer to the Reporting Person in consideration of the Reporting Person’s services to the Issuer, except 400,427 shares of Common Stock were granted in consideration of the Reporting Person’s capital contribution to the Issuer at the Issuer’s founding.

The Reporting Person may, from time to time, depending on market conditions and other factors deemed relevant by the Reporting Person, acquire additional equity of the Issuer or dispose of the equity of the Issuer. The Issuer may, from time to time, grant additional equity to the Reporting Person in consideration of the Reporting Person’s services to the Issuer. The Reporting Person reserves the right to, and may in the future choose to, change his purpose with respect to his investment and


CUSIP No. 918641101	13D	Page 4 of 5 Pages

take such action as he deems appropriate in light of the circumstances, including without limitation, to dispose of, in the open market, in a private transaction or by gift, all or a portion of the Issuer equity which the Reporting Person owns or may hereafter acquire.

Except as described herein, the Reporting Person does not have any present plans or proposals that relate to, or would result in, the acquisition of additional securities of the Issuer, the disposition of securities of the Issuer, an extraordinary corporate transaction involving the Issuer or any of its subsidiaries, a sale or transfer of a material amount of the Issuer’s or any of its subsidiaries’ assets, a change in the present board of directors or management of the Issuer, a material change in the present capitalization or dividend policy of the Issuer, any other material change to the Issuer’s business or corporate structure, a change in the Issuer’s charter or bylaws or other actions which may impede the acquisition of control of the Issuer by any person, the delisting or deregistration of any of the Issuer’s securities or any action similar to the listed actions.

Item 5. Interests in Securities of the Issuer.

a)	As of the date of this report, the Reporting Person beneficially owns an aggregate of 2,692,099 shares of Common Stock, which includes presently exercisable warrants to purchase 20,575 shares of Common Stock, presently exercisable options to purchase 1,493,374 shares of Common Stock, and 777,723 shares of restricted Common Stock. The Reporting Person’s holdings represent approximately 7.0% of the Issuer’s outstanding Common Stock (based upon 36,849,935 shares of Common Stock deemed outstanding after the exercise of the warrant to purchase 20,575 shares of Common Stock and the option to purchase 1,493,374 shares of Common Stock).

(b)	As of the date of this report, the Reporting Person has the sole power to vote or direct the voting of, and sole power to dispose or direct the disposition of 2,671,524 shares of Common Stock beneficially owned by him, and shares the power to vote or direct the voting of, and shares the power to dispose or direct the disposition of presently exercisable warrants to purchase 20,575 shares of Common Stock with his spouse, Christina Tussing. Mrs. Tussing is citizen of the United States of America, and her residence address is 10212 Little Brick House Court, Ellicott City, MD 20142. Mrs. Tussing is principally employed as registered nurse at Howard County General Hospital. During the last five years, Mrs. Tussing has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, Mrs. Tussing has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Mrs. Tussing was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(c)	The Reporting Person has not effected any transactions, other than the acquisition of the Bonus Awards and Founder Awards on the Trigger Date for 13D Filing, in the class of securities described herein during the past sixty days.

(d)	Not applicable.

(e)	Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

On June 2, 2008 the Issuer issued a warrant to purchase 20,575 shares of Common Stock to the Reporting Person (the “Warrant”). The Warrant is presently exercisable, has an exercise price of $1.00 per share, and expires on February 28, 2016. The Reporting Person entered into Non-Statutory Stock Option Agreement (the “Option Agreement”) and a Restricted Stock Agreement (the “Founder Restricted Stock Agreement”) in respect of the Founder Awards on April 20, 2015. The Option Agreement is fully vested on the grant date and has an exercise price of $5.50 per share. The Founder Restricted Stock Agreement contains restrictions on transfer, forfeiture provisions, and provides that the shares of restricted Common Stock shall be vested 25% upon the second anniversary of the grant date, 50% upon the third anniversary of the grant date, and 100% upon


CUSIP No. 918641101	13D	Page 5 of 5 Pages

the fourth anniversary of the grant date, or upon the Reporting Person’s death, disability or involuntary termination without cause (including constructive discharge). The Reporting Person entered into a Restricted Stock Agreement (the “Bonus Restricted Stock Agreement”) in respect of the Bonus Awards on April 20, 2015. The Bonus Restricted Stock Agreement contains restrictions on transfer, forfeiture provisions, and provides that the shares of restricted Common Stock shall be vested 50% upon the first anniversary of the grant date and 100% upon the second anniversary of the grant date.

The Reporting Person’s current employment agreement with the Issuer (the “Employment Agreement”) states the Issuer shall provide annual equity grants to the Reporting Person in the types and amounts that are industry standards. In the event of a “change in control”, or the Reporting Person’s death or disability, the Employment Agreement provides that the Reporting Person will vest in any outstanding equity based awards granted under the Employment Agreement.

The above descriptions of the Option Agreement, the Founder Restricted Stock Agreement, the Bonus Restricted Stock Agreement and the Employment Agreement do not purport to be complete descriptions of the rights and obligations under these agreements. The above descriptions are qualified in their entirety by reference to the Option Agreement, the Founder Restricted Stock Agreement, the Bonus Restricted Stock Agreement and the Employment Agreement, copies of which are attached hereto as exhibits, and are incorporated by reference herein.

Item 7. Material to be Filed as Exhibits.

	Exhibit 99.1	Option Agreement

	Exhibit 99.2	Founder Restricted Stock Agreement

	Exhibit 99.3	Bonus Restricted Stock Agreement

	Exhibit 99.4	Employment Agreement

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


	April 30, 2015 (Date)
	/s/ Andrew L. Tussing
	(Signature)

	Andrew L. Tussing (Name and Title)

EX-99.1 2 v409045_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

VACCINOGEN, INC.

NON-STATUTORY STOCK OPTION AGREEMENT

This Non-Statutory Stock Option Agreement (the “Agreement”), dated as of [DATE OF 16b-3 COMMITTEE APPROVAL] (the “Grant Date”), between Vaccinogen, Inc., a Maryland corporation, and the Grantee whose name appears on the signature page hereof, is being entered into pursuant to the Vaccinogen, Inc. 2015 Stock Incentive Plan (the “Plan”).

The Company and the Grantee hereby agree as follows:

Section 1. Certain Definitions. Capitalized terms used in this Agreement and not defined herein shall have the respective meanings given to them in the Plan, and the following additional terms shall have the following meanings:

“Aggregate Price” has the meaning set forth in Section 5(a).

“Exercise Date” has the meaning set forth in Section 5(a).

“Exercise Price” means the price specified on the signature page hereof.

“Financing Agreements” means any guaranty, financing or security agreement or document entered into by the Company or any Subsidiary from time to time.

“Grantee” means the grantee of the Non-Statutory Stock Options (whether an employee, officer, Consultant or director of the Company or a Subsidiary), whose name is set forth on the signature page of this Agreement; provided that following such person’s death, “Grantee” shall be deemed to include such person’s beneficiary or estate and following such person’s Disability, “Grantee” shall be deemed to include such person’s legal representative.

“Normal Expiration Date” has the meaning set forth in Section 4(a).

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Service Relationship” means a Grantee’s relationship to the Company or any Subsidiary as an employee, officer, Consultant or director (as applicable).

Section 2. Grant of Non-Statutory Stock Options

(a) Confirmation of Grant. The Company hereby evidences and confirms, effective as of the date hereof, its grant to the Grantee of Non-Statutory Stock Options to purchase the number of shares of Stock specified on the signature page hereof. The Non-Statutory Stock Options are not intended to be incentive stock options under the Code. This Agreement is entered into pursuant to, and the terms of the Non-Statutory Stock Options are subject to, the terms of the Plan. If there is any inconsistency between this Agreement and the terms of the Plan, the terms of the Plan shall govern.

(b) Exercise Price. Each share of Stock covered by a Non-Statutory Stock Option shall have the Exercise Price specified on the signature page hereof.

Section 3. Vesting and Exercisability

(a) Vesting. The Non-Statutory Stock Options shall be fully vested as of the Grant Date.

(b) Exercise. The Non-Statutory Stock Options may be exercised at any time and from time to time prior to the date such Non-Statutory Stock Options expire pursuant to Section 4. Non-Statutory Stock Options may only be exercised with respect to whole shares of Stock and must be exercised in accordance with Section 5.

Section 4. Expiration of Non-Statutory Stock Options

(a) Normal Expiration Date. Unless earlier expiration occurs pursuant to Sections 4(b) or 6, the Non-Statutory Stock Options shall expire on the tenth anniversary of the Grant Date (the “Normal Expiration Date”), if not exercised prior to such date.

(b) Expiration of Non-Statutory Stock Options Following Termination of the Service Relationship. All Non-Statutory Stock Options held by the Grantee upon termination of the Service Relationship shall expire if not exercised by the Grantee within 30 days following the termination of the Service Relationship, or upon the Normal Expiration Date, if earlier.

Section 5. Manner of Exercise

(a) General. Subject to such reasonable administrative regulations as the Committee may adopt from time to time, the Grantee may exercise Non-Statutory Stock Options by giving advance notice to the Company specifying the proposed date on which the Grantee desires to exercise a Non-Statutory Stock Option (the “Exercise Date”), the number of whole shares with respect to which the Non-Statutory Stock Options are being exercised (the “Exercise Shares”) and the aggregate Exercise Price for such Exercise Shares (the “Aggregate Price”). On or before the Exercise Date, the Grantee shall deliver to the Company full payment for the Exercise Shares in United States dollars in cash, or cash equivalents satisfactory to the Company, or, if so permitted by the Committee (and on such conditions as the Committee shall determine) (A) through a net issuance arrangement pursuant to which a number of shares of Stock subject to the portion of the Non-Statutory Stock Options being exercised, having a Fair Market Value equal to the applicable exercise price plus the required minimum withholding taxes, are retained by the Company, or (B) by using a broker assisted cashless exercise program acceptable to the Committee, and the Company shall direct such issuance to be registered by the Company’s transfer agent. The Company may require the Grantee to furnish or execute such other documents as the Company shall reasonably deem necessary (i) to evidence such exercise, or (ii) to comply with or satisfy the requirements of the Securities Act, applicable state or non-U.S. securities laws or any other law.

(b) Restrictions on Exercise. Notwithstanding any other provision of this Agreement, the Non-Statutory Stock Options may not be exercised in whole or in part, and no certificates representing Exercise Shares shall be delivered, (i) unless (A) all requisite approvals and consents of any governmental authority of any kind shall have been secured, (B) the Exercise Shares shall have been registered under applicable law or shall have been determined by the Company to be exempt from registration thereunder, and (C) all applicable U.S. federal, state and local and non-U.S. tax withholding requirements shall have been satisfied, or (ii) if such exercise would result in a violation of the terms or provisions of or a default or an event of default under, any of the Financing Agreements. The Company shall use its commercially reasonable efforts to obtain any consents or approvals referred to in clause (i) (A) of the preceding sentence, but shall otherwise have no obligations to take any steps to prevent or remove any impediment to exercise described in such sentence.

Section 6. Change in Control.

(a) Alternative Award. No cancellation, acceleration, lapse of restrictions or other payment shall occur with respect to any Non-Statutory Stock Options in connection with a Change in Control if the Committee reasonably determines in good faith, prior to the occurrence of the Change in Control, that such Non-Statutory Stock Options shall be honored or assumed, or new rights substituted therefor following the Change in Control (such honored, assumed, or substituted award, an “Alternative Award”), provided that any Alternative Award must give the Grantee who held such Non-Statutory Stock Options rights and entitlements substantially equivalent to or better than the rights and terms applicable under such Non-Statutory Stock Options, including but not limited to immediate full vesting and exercisability, and identical or better timing and methods of payment.

(b) Cancellation. Notwithstanding Section 6(a), if the Committee, in its discretion, determines that the Grantee will not receive an Alternative Award, all outstanding Non-Statutory Stock Options shall remain exercisable only for 30 days following the Change in Control, at which time they shall expire, unless the Committee, in its discretion, determines to cancel the Non-Statutory Options in exchange for payment to Grantee of the excess of the Fair Market Value of the Stock subject to the Options over the exercise price of the Options, as set forth in Section 13(b) of the Plan (or otherwise take action with respect to the Options as set forth in Section 13(b) of the Plan).

(c) Limitation of Benefits. In the event that it is determined that any acceleration of payment or other value provided under this Agreement in connection with a change in control would be considered “parachute payments” within the meaning of Section 280G of the Code (the “Parachute Payments”) that, but for this Section 6(c) would be payable to Grantee hereunder, and would, when combined with any other Parachute Payments under any other agreement or arrangement, exceed the greatest amount of Parachute Payments that could be paid to Grantee without giving rise to any liability for the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the aggregate amount of Parachute Payments payable to Grantee hereunder shall be reduced such that it shall not exceed the amount that produces the greatest after-tax benefit to Grantee after taking into account any Excise Tax to be payable by Grantee.

Section 7. Miscellaneous.

(a) Withholding. The Company, or a Subsidiary, shall have the power to withhold, or to require the Grantee to remit to the Company, an amount in cash sufficient to satisfy any applicable U.S. federal, state and local and non-U.S. tax withholding or other similar charges or fees that may arise in connection with the grant, exercise or purchase of the Non-Statutory Stock Options.

(b) Authorization to Share Personal Data. The Grantee authorizes the Company to divulge or transfer personal data relating to the Grantee if and to the extent necessary or appropriate in connection with this Agreement or the administration of the Plan.

(c) No Rights as Stockholder; No Voting Rights. The Grantee shall have no rights as a stockholder of the Company with respect to any shares of Stock covered by the Non-Statutory Stock Options until the exercise of the Non-Statutory Stock Options and delivery of the shares of Stock. Except as provided in Section 13 of the Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the delivery of the shares of Stock.

(d) No Right to Continued Service Relationship. Nothing in this Agreement shall be deemed to confer on the Grantee any right to a continued Service Relationship, or to interfere with or limit in any way the right of the Company or a Subsidiary to terminate such Service Relationship at any time.

(e) Non-Transferability of Non-Statutory Stock Options. The Non-Statutory Stock Options may be exercised only by the Grantee, or a Grantee’s guardian or legal representative during the period the Grantee is under legal disability, or, following the Grantee’s death, by his designated beneficiary or by his estate in the absence of a designated beneficiary. The Non-Statutory Stock Options are not assignable or transferable, in whole or in part, and they may not, directly or indirectly, be offered, transferred, sold, pledged, assigned, alienated, hypothecated or otherwise disposed of or encumbered (including, but not limited to, by gift, operation of law or otherwise) other than by will or by the laws of descent and distribution to the estate of the Grantee upon the Grantee’s death or with the Company’s consent.

(f) Notices. All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or sent by certified or express mail, return receipt requested, postage prepaid, or by any recognized equivalent of such delivery, to the Company or the Grantee, as the case may be, at the following addresses or to such other address as the Company or the Grantee, as the case may be, shall specify by notice to the other:

(i) if to the Company, to it at:

949 Fell Street

Baltimore, Maryland 21231

Attn: Board Chair

(ii) if to the Grantee, to the Grantee at his or her most recent address as shown on the books and records of the Company.

All such notices and communications shall be deemed to have been received on the date of delivery if delivered personally or on the third business day after the mailing thereof.

(g) Binding Effect; Benefits. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

(h) Waiver. Any party hereto or beneficiary hereof may by written notice to the other parties (A) extend the time for the performance of any of the obligations or other actions of the other parties under this Agreement, (B) waive compliance with any of the conditions or covenants of the other parties contained in this Agreement, and (C) waive or modify performance, in a less burdensome manner, of any of the obligations of the other parties under this Agreement. Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any party or beneficiary, shall be deemed to constitute a waiver by the party or beneficiary taking such action of compliance with any representations, warranties, covenants or agreements contained herein. The waiver by any party hereto or beneficiary hereof of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by a party or beneficiary to exercise any right or privilege hereunder shall be deemed a waiver of such party’s or beneficiary’s rights or privileges hereunder or shall be deemed a waiver of such party’s or beneficiary’s rights to exercise the same at any subsequent time or times hereunder.

(i) Amendment. Except as provided in the Plan, this Agreement may not be amended, modified or supplemented orally, except by a written instrument executed by the Grantee and the Company.

(j) Assignability. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Company or the Grantee without the prior written consent of the other party.

(k) Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland regardless of the application of rules of conflict of law that would apply the laws of any other jurisdiction.

(l) Arbitration; Waiver of Jury Trial. Any dispute, controversy or claim arising out of or pursuant to the Plan, this Agreement, any other agreement entered into pursuant to the Plan or any undertakings, covenants and agreements incorporated by reference into the Plan or this Agreement shall be adjudicated as provided in Section 24 of the Plan.

(m) Titles and Headings. The titles and headings of the sections in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.

(n) Gender and Number. Except where otherwise indicated by the context, any masculine term used herein shall also include the feminine; the plural shall include the singular and the singular shall include the plural.

(o) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

(p) Clawback. Grantee acknowledges and agrees to be bound by the clawback provisions set forth in Section 20(b) of the Plan.

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

	VACCINOGEN, INC.

	By:
		Name:
		Title: Chair, Compensation Committee


	THE GRANTEE:


	Andrew L. Tussing

Total Number of Shares for the Purchase of Which Non-Statutory Stock Options have been Granted	Exercise Price
1,493,374 Shares	$5.50 [CONFIRM MARKET PRICE NOT HIGHER ON DATE OF GRANT]

EX-99.2 3 v409045_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

VACCINOGEN, INC.

RESTRICTED STOCK AGREEMENT

This Restricted Stock Agreement (the “Agreement”), dated as of [DATE OF 16b-3 COMMITTEE APPROVAL] (the “Grant Date”), between Vaccinogen, Inc., a Maryland corporation, and the Grantee whose names appears on the signature page hereof, is being entered into pursuant to the Vaccinogen, Inc. 2015 Stock Incentive Plan (the “Plan”).

The Company and the Grantee hereby agree as follows:

“Cause” as to any Grantee who is party to an employment agreement with the Company or a Subsidiary, has the same meaning as set forth in such employment agreement. In the absence of such an employment agreement, “Cause” shall mean the Grantee (i) shall have been convicted, indicted for, or entered a plea of nolo contendere to, any felony or any other act involving fraud, theft, misappropriation, dishonesty, or embezzlement, (ii) shall have committed intentional and willful acts of misconduct that materially impair the goodwill or business of the Company or cause material damage to its property, goodwill, or business, or (iii) shall have willfully refused to, or willfully failed to, perform in any material respect his or her duties, provided, however, that no such termination for Cause under clause (iii) shall be effective unless the Grantee does not cure such refusal or failure to the Company’s reasonable satisfaction as soon as practicable after the Company gives the Grantee written notice identifying such refusal or failure (and, in any event, within ten (10) calendar days after receipt of such written notice). The determination as to whether “Cause” has occurred shall be made by the Committee, which shall have the authority to waive the consequences under the Plan of the existence or occurrence of any of the events, acts or commissions constituting “Cause.” A termination for Cause shall be deemed to include a determination following termination of a Grantee’s Service Relationship for any reason that circumstances existed prior to such termination sufficient for the Company or one of its Subsidiaries to have terminated such Grantee’s Service Relationship for Cause.

“Grantee” means the grantee of the Restricted Stock whose name is set forth on the signature page of this Agreement (whether an employee, officer, Consultant or director of the Company or a Subsidiary); provided that following such person’s death, the “Grantee” shall be deemed to include such person’s beneficiary or estate, and following such person’s Disability, the “Grantee” shall be deemed to include such person’s legal representative.

“Restricted Stock” means the Stock evidenced by (and subject to the terms and conditions of) this Agreement and the Plan.

“Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Service Relationship” means a Grantee’s relationship to the Company or any Subsidiary as an employee, officer, Consultant or director (as applicable).

“Vested Shares” has the meaning given in Section 5.

“Vesting Date” has the meaning given in Section 5.

Section 2. Grant of Restricted Stock. The Company hereby evidences and confirms, effective as of the date hereof, its grant to the Grantee of the number of shares of Restricted Stock specified on the signature page hereof. This Agreement is entered into pursuant to, and the terms of the Restricted Stock are subject to, the terms of the Plan. If there is any inconsistency between this Agreement and the terms of the Plan, the terms of the Plan shall govern. As of the Grant Date, the Restricted Stock will be registered in the Grantee’s name. The Grantee agrees that, within twenty-five days of the Grant Date, the Grantee shall give written notice to the Company as to whether or not the Grantee has made an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to the Restricted Stock.

Section 3. Vesting and Forfeiture

(a) Vesting Dates/Events.

(i) 25% of the Restricted Stock shall become vested on the second anniversary of the Grant Date, an additional 25% of the Restricted Stock shall become vested on the third anniversary of the Grant Date, and the remaining 50% of the Restricted Stock shall become vested on the fourth anniversary of the Grant Date, in each case subject to the continuous existence of a Service Relationship through the applicable anniversary of the Grant Date. For this purpose, the number of vested shares at the second and third anniversaries of the Grant Date shall be rounded to the nearest whole share.

(ii) Notwithstanding Section 3(a)(i), the Grantee shall become vested in 100% of the Restricted Stock if the Grantee dies while in a Service Relationship with the Company, incurs a “disability” (as defined in the employment agreement between the Company and the Grantee dated September 19, 2014) while in a Service Relationship with the Company, is involuntarily terminated without Cause from a Service Relationship with the Company, or is constructively terminated from employment with the Company (as described in Section 3(b)(ii) below), before the fourth anniversary of the Grant Date.

(iii) If the Grantee’s Service Relationship with the Company ends before the fourth anniversary of the Grant Date other than under a circumstance described in Section 3(a)(ii), the unvested portion of the Restricted Stock shall be forfeited.

(b) Alternative Award. No acceleration of vesting shall occur with respect to Restricted Stock if the Committee reasonably determines prior to a Change in Control that the Restricted Stock agreement shall be honored or assumed, or new rights substituted therefor following the Change in Control (such honored, assumed, or substituted award, an “Alternative Award”), provided that any Alternative Award must:

(i) Give the Grantee who held Restricted Stock rights and entitlements substantially equivalent to or better than the rights and terms applicable under this Restricted Stock agreement, including but not limited to an identical or better vesting schedule; and

(ii) Have terms such that if, within two years following a Change in Control, a Grantee’s Service Relationship is involuntarily terminated (or alternatively, in the case of a Grantee who is an employee, constructively terminated) other than for Cause at a time when any portion of the Alternative Award is non-vested, the non-vested portion of such Alternative Award shall immediately vest in full. For purposes of this Section 3(b), involuntary termination of the Service Relationship refers to actual, involuntary termination (other than for Cause), and constructive termination of employment (in the case of a Grantee who is an employee) refers to any of the following (other than for Cause) occurring within two years following the Change in Control: (A) material diminution in duties; (B) material diminution in compensation, or (C) a requirement to relocate to a primary place of business more than 50 miles from Grantee’s primary place of business immediately prior to the Change in Control.

(c) Notwithstanding Section 3(b), if the Committee, in its discretion, determines that the Grantee will not receive an Alternative Award, any Restricted Stock that is unvested as of the Change in Control shall become vested as of the Change in Control.

(d) Limitation of Benefits. In the event that it is determined that any acceleration of vesting, payment or other value provided under this Agreement in connection with a change in control would be considered “parachute payments” within the meaning of Section 280G of the Code (the “Parachute Payments”) that, but for this Section 3(d) would be payable to Grantee hereunder, and would, when combined with any other Parachute Payments under any other agreement or arrangement, exceed the greatest amount of Parachute Payments that could be paid to Grantee without giving rise to any liability for the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the aggregate amount of Parachute Payments payable to Grantee hereunder shall be reduced such that it shall not exceed the amount that produces the greatest after-tax benefit to Grantee after taking into account any Excise Tax to be payable by Grantee.

(e) Discretionary Acceleration. The Board, in its sole discretion, may accelerate the vesting of all or a portion of the Restricted Stock at any time and from time to time.

(f) Effect of Termination of Service Relationship. If the Grantee’s Service Relationship with the Company is terminated by either party to this Agreement (including upon death or disability of the Grantee), any unvested Restricted Stock shall be forfeited as of the date of termination.

(g) No Other Accelerated Vesting. The vesting provisions set forth in this 3, or expressly set forth in the Plan, shall be the exclusive vesting provisions applicable to the shares of Restricted Stock and shall supersede any other provisions relating to vesting, unless such other such provisions expressly refer to the Plan by name and this Agreement by name and date.

Section 4. Dividends

If the Company pays any cash dividend on the Stock, the Company shall credit to a bookkeeping account on behalf of the Grantee, an amount equal to the product of (x) the number of shares of unvested Restricted Stock as of the record date for such distribution, times (y) the per share amount of such dividend on Stock. Any cash amounts credited to the Grantee’s account shall be paid to the Grantee on the applicable Vesting Date, or alternatively, shall be forfeited at the same time Grantee’s unvested Restricted Stock is forfeited. If the Company makes any dividend payment on the Stock in the form of Stock or other securities, the Company will credit the Grantee’s account with that number of additional shares of Stock or other securities that would have been distributed with respect to that number of shares of Stock underlying the unvested Restricted Stock as of the record date thereof. Any such additional shares of Stock or other securities shall be subject to the same vesting and transfer restrictions as apply to the Restricted Stock.

Section 5. Vesting of Restricted Stock

On each date on which shares of Restricted Stock become vested pursuant to this Agreement (each, a “Vesting Date”), subject to Section 8(a), the shares of Restricted Stock that have then vested (the “Vested Shares”) shall cease to be subject to this Agreement.

Section 6. Grantee’s Representations and Warranties

(a) Understanding of Agreement. The Grantee represents and warrants that the Grantee understands the terms and conditions that apply to the Restricted Stock and the risks associated with the Restricted Stock.

(b) No Right to Awards. The Grantee acknowledges and agrees that the grant of any Restricted Stock (i) is being made on an exceptional basis and is not intended to be renewed or repeated, (ii) is entirely voluntary on the part of the Company; and (iii) should not be construed as creating any obligation on the part of the Company to offer any Restricted Stock in the future.

Section 7. Restriction on Transfer; Legending.

(a) Prior to the applicable Vesting Date, the Restricted Stock is not assignable or transferable, in whole or in part, and it may not, directly or indirectly, be offered, transferred, sold, pledged, assigned, alienated, hypothecated or otherwise disposed of or encumbered (including, but not limited to, by gift, operation of law or otherwise), except as otherwise set forth in Section 12 of the Plan. Any purported transfer in violation of this 7 shall be void ab initio.

(b) Prior to the applicable Vesting Date, a restrictive legend shall be placed on any certificates representing the shares of Restricted Stock that makes clear that the shares are subject to the vesting conditions set forth in this Agreement and a notation shall be made in the appropriate records of the Company or any transfer agent indicating that the shares are subject to such restrictions.

Section 8. Miscellaneous

(a) Withholding. The Company, or a Subsidiary, shall require the Grantee to remit to the Company an amount in cash sufficient to satisfy any applicable U.S. federal, state and local and non-U.S. tax withholding obligations that may arise in connection with the vesting of the Restricted Stock. In order to give effect to this Section 8(a), if so permitted by the Committee, the Company may retain a number of shares of Restricted Stock that have an aggregate Fair Market Value as of the Vesting Date equal to the amount of such taxes required to be withheld (and the Grantee shall thereupon be deemed to have satisfied his obligations under this Section 8(a)). The number of shares of Restricted Stock subject to vesting on such Vesting Date shall thereupon be reduced by the number of shares so retained. The foregoing method of withholding shall not be applied to the extent that the Grantee elects to satisfy his withholding obligation by delivery of cash to the Company from other sources. In addition, the foregoing method of withholding shall not be available if withholding in this manner would violate any financing instrument of the Company or a Subsidiary.

(b) Authorization to Share Personal Data. The Grantee authorizes the Company to divulge or transfer personal data relating to the Grantee if and to the extent appropriate in connection with this Agreement or the administration of the Plan.

(c) Notices. All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or sent by certified or express mail, return receipt requested, postage prepaid, or by any recognized equivalent of such delivery, to the Company or the Grantee, as the case may be, at the following addresses or to such other address as the Company or the Grantee, as the case may be, shall specify by notice to the other:

(i) if to the Company, to it at:

949 Fell Street

Baltimore, Maryland 21231

Attn: Board Chair

(ii) if to the Grantee, to the Grantee at his or her most recent address as shown on the books and records of the Company.

All such notices and communications shall be deemed to have been received on the date of delivery if delivered personally or on the third business day after the mailing thereof.

(d) Binding Effect; Benefits. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

(e) Waiver. Any party hereto or beneficiary hereof may by written notice to the other parties (A) extend the time for the performance of any of the obligations or other actions of the other parties under this Agreement, (B) waive compliance with any of the conditions or covenants of the other parties contained in this Agreement, and (C) waive or modify performance in a less burdensome manner of any of the obligations of the other parties under this Agreement. Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any party or beneficiary, shall be deemed to constitute a waiver by the party or beneficiary taking such action of compliance with any representations, warranties, covenants or agreements contained herein. The waiver by any party hereto or beneficiary hereof of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by a party or beneficiary to exercise any right or privilege hereunder shall be deemed a waiver of such party’s or beneficiary’s rights or privileges hereunder or shall be deemed a waiver of such party’s or beneficiary’s rights to exercise the same at any subsequent time or times hereunder.

(f) Amendment. Except as provided in the Plan, this Agreement may not be amended, modified or supplemented orally, except by a written instrument executed by the Grantee and the Company.

(g) Assignability. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Company or the Grantee without the prior written consent of the other party.

(h) Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland regardless of the application of rules of conflict of law that would apply the laws of any other jurisdiction.

(i) Arbitration; Waiver of Jury Trial. Any dispute, controversy or claim arising out of or pursuant to the Plan, this Agreement, any other agreement entered into pursuant to the Plan or any undertakings, covenants and agreements incorporated by reference into the Plan or this Agreement shall be adjudicated as provided in Section 24 of the Plan.

(j) Titles and Headings. The titles and headings of the sections in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.

(k) Gender and Number. Except where otherwise indicated by the context, any masculine term used herein shall also include the feminine; the plural shall include the singular and the singular shall include the plural.

(l) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

(m) No Right to Continued Service Relationship. Nothing in this Agreement shall be deemed to confer on the Grantee any right to a continued Service Relationship, or to interfere with or limit in any way the right of the Company or any Subsidiary to terminate such Service Relationship at any time.

(n) Clawback. Grantee acknowledges and agrees to be bound by the clawback provisions set forth in Section 20(b) of the Plan.

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

	VACCINOGEN, INC.

	By:
		Name:
		Title: Chair, Compensation Committee

	GRANTEE


	Name: Andrew L. Tussing

Total Number of Shares
of Restricted Stock (Common Stock)

Granted Pursuant to this Agreement: 716,291

EX-99.3 4 v409045_ex99-3.htm EXHIBIT 99.3

Exhibit 99.3

VACCINOGEN, INC.

RESTRICTED STOCK AGREEMENT

The Company and the Grantee hereby agree as follows:

“Restricted Stock” means the Stock evidenced by (and subject to the terms and conditions of) this Agreement and the Plan.

“Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Service Relationship” means a Grantee’s relationship to the Company or any Subsidiary as an employee, officer, Consultant or director (as applicable).

“Vested Shares” has the meaning given in Section 5.

“Vesting Date” has the meaning given in Section 5.

Section 3. Vesting and Forfeiture

(a) Based on Continued Employment. 50% of the Restricted Stock shall become vested on the first anniversary of the grant date, and the remaining 50% of the Restricted Stock shall become vested on the second anniversary of the Grant Date, subject to the continuous existence of a Service Relationship until such dates.

(e) Discretionary Acceleration. The Board, in its sole discretion, may accelerate the vesting of all or a portion of the Restricted Stock at any time and from time to time.

(g) No Other Accelerated Vesting. The vesting provisions set forth in this Section 2, or expressly set forth in the Plan, shall be the exclusive vesting provisions applicable to the shares of Restricted Stock and shall supersede any other provisions relating to vesting, unless such other such provisions expressly refer to the Plan by name and this Agreement by name and date.

Section 4. Dividends

Section 5. Vesting of Restricted Stock

Section 6. Grantee’s Representations and Warranties

Section 7. Restriction on Transfer; Legending.

Section 8. Miscellaneous

(i) if to the Company, to it at:

949 Fell Street

Baltimore, Maryland 21231

Attn: Board Chair

(ii) if to the Grantee, to the Grantee at his or her most recent address as shown on the books and records of the Company.

All such notices and communications shall be deemed to have been received on the date of delivery if delivered personally or on the third business day after the mailing thereof.

(f) Amendment. Except as provided in the Plan, this Agreement may not be amended, modified or supplemented orally, except by a written instrument executed by the Grantee and the Company.

(j) Titles and Headings. The titles and headings of the sections in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.

(l) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

(n) Clawback. Grantee acknowledges and agrees to be bound by the clawback provisions set forth in Section 20(b) of the Plan.

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

	VACCINOGEN, INC.

	By:
		Title:
		Name:


	GRANTEE


	Name:

Total Number of Shares

of Restricted Stock (Common Stock)

Granted Pursuant to this Agreement: ___________

EX-99.4 5 v409045_ex99-4.htm EXHIBIT 99.4

Exhibit 99.4

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of September 19, 2014 (the “Effective Date”), by and between VACCINOGEN, INC. (the “Company”), and Andrew L. Tussing (the “Executive”).

WHEREAS, prior to the Effective Date, the Executive served as Chief Operating Officer since the Company’s founding on October 2007 and President and Chief Operating Officer of the Company on the terms and conditions set forth in that certain Employment Agreement dated February 1, 2010, as previously amended by that certain side letter dated December 21, 2010 (the “Current Employment Agreement”);

WHEREAS, the Company entered into that certain agreement dated April 24, 2014, with The Investment Syndicate (“TIS”), as amended from time to time (the “TIS Agreement”), pursuant to which TIS agreed (among other things) to purchase shares of the Company’s common stock for an aggregate purchase price of between $80,000,000 and $110,000,000 on the terms and conditions set forth therein;

WHEREAS, in approving the TIS Agreement, the Board of Directors of the Company (the “Board”) determined, based on (among other things) the Company’s need for additional working capital, that it is in the best interests of the Company to consummate the transactions set forth in the TIS Agreement on the terms and conditions set forth therein;

WHEREAS, pursuant to the terms of the TIS Agreement, the Executive shall become the President and Chief Executive Officer of the Company, and in order to reflect this change, the Company and the Executive have agreed to amend, restate and supersede the Current Employment Agreement in its entirety in the manner set forth in this Agreement;

WHEREAS, the Executive recognizes and acknowledges the Company’s legitimate purposes of protecting its Inventions and related intellectual property rights, Confidential Information (as defined herein), assets, business relationships, and goodwill by (i) clarifying that the Company is the owner thereof, (ii) avoiding for limited times competition as described herein, and (iii) avoiding unauthorized use or disclosure of the Company’s Confidential Information at any time.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Employment. The Company hereby employs the Executive, upon the terms and conditions set forth herein, as President and Chief Executive Officer of the Company. The Executive agrees to devote the Executive’s full working time and effort to the business and affairs of the Company and its affiliates and to perform all services and acts necessary or advisable to fulfill the duties and responsibilities as are commensurate and consistent with the Executive’s position as may be assigned to the Executive from time to time by the Company and to perform such duties to the best of the Executive’s ability. Notwithstanding the foregoing, (i) the Executive with the prior approval of the Company, may serve as a director on other corporate boards, provided that such activities do not interfere with the performance of the Executive’s duties under this Agreement or create a conflict of interest or appearance of a conflict of interest with the performance of the Executive’s duties under this Agreement; and (ii) the Executive may tend to the Executive’s own investments, and pursue civic activities on a volunteer basis, provided that none of such activities interferes with the performance of the Executive’s duties under this Agreement. The Executive will report to the Board of the Company.

2. Initial Term and Additional Term. The term of the Executive’s employment hereunder shall commence on the Effective Date, and, unless terminated earlier pursuant to Section 4 hereof, shall (i) continue for a term of three (3) years (the “Initial Term”), and (ii) thereafter be extended for additional one (1) year periods (each, an “Additional Term”), unless either party, in its discretion, provides written notice of an intention to not renew the Agreement at the end of the Term at least one hundred and twenty (120) days prior to the end of the Term. As used in this Agreement, “Term” shall refer to the Initial Term and any Additional Term.

3. Base Salary, Bonuses, and Benefits.

(a) Base Salary. During the Term, the Company agrees to pay to the Executive an annual base salary of Three Hundred and Seventy Thousand Dollars ($370,000) (the aggregate amount payable hereunder during one year is referred to as the “Base Salary”); provided, however, that the Base Salary may from time to time be increased (but not reduced) by the Compensation Committee of the Board (“Compensation Committee”), in its sole discretion. The Base Salary, less all amounts required to be withheld under applicable law, shall be payable in equal periodic installments (“Base Salary Periodic Installments”) in accordance with the practice of the Company in effect from time to time for the payment of salaries to executives of the Company, but in no event less frequently than monthly.

(b) Bonus.

(1) For any calendar year during the Term, the Compensation Committee may, in its sole discretion, authorize the Company to pay to the Executive a bonus of an amount up to one hundred percent (100%) of the Executive’s Base Salary for such calendar year (“Annual Bonus”). Any such Annual Bonus (less all amounts required to be withheld under applicable law) shall be paid to the Executive by the March 15^th of the calendar year following the calendar year for which it is payable. In order to receive an Annual Bonus, the Executive must remain an active employee of the Company on and until the date the Annual Bonus is paid.

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(2) The Company agrees to pay to the Executive a one-time bonus of Two Hundred Fifty Thousand ($250,000) upon the Effective Date, in consideration of past services performed by the Executive.

(3) Notwithstanding Section 3(b)(1), if and when the Company becomes subject to the limitation on deductible compensation under Section 162(m) of the Internal Revenue Code, the Company may, in lieu of (or in addition to) paying an Annual Bonus under the terms and conditions set forth in Section 3(b)(1), establish a bonus plan intended to meet the requirements for treatment as “performance-based compensation”, including approval of the bonus by “outside directors”, all as set forth in Section 1.162-27 of the Treasury Regulations (as amended from time to time).

(c) Equity-Based Grants.

(1) The Company shall provide the Executive with equity-based compensation as follows: a one-time equity catch up grant to equalize the Executive with the percentage of ownership typical among other founder/CEOs in the industry, plus annual equity grants in the types and amounts that are industry standard, in each case as determined by an independent compensation consultant mutually agreeable to the Compensation Committee and the Executive.

(2) Notwithstanding Section 3(c)(1), if and when the Company becomes subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, equity grants that would be subject to such rules shall be made in a manner intended to meet the requirements of Rule 16b-3 (as amended from time to time), including approval of the grants by “non-employee directors”. Moreover, grants made under Section 3(c)(1) may be granted under a plan that is designed to satisfy the requirements for treatment as “performance-based compensation”, including approval of the grant by “outside directors”, all as set forth in Section 1.162-27 of the Treasury Regulations (as amended from time to time), if the Company is subject to the limitation on deductible compensation under Section 162(m) of the Internal Revenue Code when the grant is made.

(d) Benefits. During the Term, the Company shall provide the Executive with the following benefits:

(1) The Executive will receive the employee benefits provided to the Company’s rank-and-file employees. In addition, the Executive shall receive such enhanced employee benefits, including paid time off benefits, as the Compensation Committee determines to be appropriate for the Executive based on a comparison with peer companies. The Executive agrees that the benefits described in this Section 3(d)(1) will be provided in accordance with the terms of each plan, arrangement or policy, as the case may be, and any issues as to entitlement or payment will be governed by the terms of such documents. The Executive further understands that nothing contained herein shall obligate the Company to adopt any particular benefit plans or programs nor to maintain any such plans or programs.

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(2) The Executive shall be entitled to a Pinnacle Care membership (or similar medical concierge membership selected by the Company) covering the Executive and the Executive’s family at the equivalent to the top membership level as well as a health club membership.

(3) The Executive shall be entitled to reimbursement by the Company for expenses incurred in a calendar year with respect to tax, financial and legal planning services (including tax return preparation), up to a maximum of $20,000 per calendar year during the Term. In addition to the maximum of $20,000 for 2014, the Executive shall be entitled to reimbursement by the Company for the Executive’s reasonable legal fees incurred in negotiating and drafting this Agreement up to a maximum of $10,000, provided that any such payment shall be made on or before March 15, 2015.

(4) The Executive shall be entitled to receive reimbursement from the Company for necessary business expenses reasonably incurred by him in performing his duties hereunder during the Term. The Company acknowledges that extensive travel, including international travel, is an integral part of the Executive's duties, and acknowledges that it is important for the Company's purposes for the Executive to be provided with travel conditions that are safe and comfortable, to enable the Executive to properly perform his duties. To this end, when the Executive is traveling on Company business, the Executive shall be entitled to travel business or first class, and shall be provided access to first class airport and train lounges and premium rental car memberships.

(e) Effect of a Change in Control. In the event of a Change in Control (as defined in Section 3(f)), then the Executive shall vest in any outstanding equity-based awards granted under Section 3(c). If, as a result of this Agreement, the Executive becomes liable for payment of taxes under Section 4999 of the Code, the Company shall pay the Executive a tax-gross up payment in an amount that, after payment of federal, state and local income and employment taxes, equals the amount of taxes payable by the Executive under Section 4999 of the Code. Such tax gross-up shall be paid by the Company to the Executive no later than the end of the calendar year in which the Executive remits the respective taxes to the Internal Revenue Service and state/local taxing authorities.

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(f) Change in Control Defined. “Change in Control” shall mean (except as provided below) the occurrence of an event described in (1), (2), (3) or (4) below:

(1) upon any “person,” as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934 (other than any shareholder of the Company as of the date of this Agreement, an entity controlled by, controlling or under common control with such shareholder, the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of the Company), becoming the beneficial owners (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities (excluding any outstanding, unexercised options or warrants);

(2) upon any shareholder, as of the date of this Agreement, of the Company or an entity controlled by, controlling or under common control with such shareholder, becoming the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing 60% or more of the combined voting power of the Company’s then outstanding securities;

(3) a merger or consolidation of the Company or a subsidiary thereof with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity or such surviving entity’s parent outstanding immediately after such merger or consolidation;

(4) upon the approval by the security holders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets other than an incorporation transaction.

4. Termination.

(a) General. The employment of the Executive hereunder (and the Agreement) shall terminate upon expiration of the Term pursuant to Section 2 hereof, unless earlier terminated in accordance with the provisions of this Section 4.

(b) Termination Upon Death of the Executive. The employment of the Executive hereunder (and the Agreement) shall terminate as of the date of the Executive’s death, in which event the Company shall have no further obligations or liabilities under this Agreement (including, without limitation, Section 3 hereof) except to pay to the Executive’s designated beneficiary (or estate or his personal representative, as the case may be, if no beneficiary has been designated) (i) that portion, if any, of the Base Salary that remains unpaid for the period prior to the date of death, and (ii) a lump sum cash payment equal to two (2) times the Base Salary. Such payment shall be made no later than thirty (30) days following the date of the Executive’s death. Upon the Executive’s death, he shall vest in any outstanding equity (or phantom equity) awards granted under Section 3(c).

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(c) Termination Upon Disability of the Executive.

(1) The employment of the Executive hereunder (and the Agreement) shall terminate as of the date of the Executive’s Disability (as defined below), in which event the Company shall have no further obligations or liabilities under this Agreement (including, without limitation, Section 3 hereof) except to pay to the Executive (i) that portion, if any, of the Base Salary that remains unpaid for the period prior to the date of Disability, and (ii) a lump sum cash payment equal to two (2) times the Base Salary. Such payment shall be made upon the Executive’s Separation from Service (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code) (a "Separation from Service") due to Disability, subject, however, to the requirement under Section 409A(a)(2)(B)(i) of the Internal Revenue Code to delay payment to a “specified employee”, as set forth in Section 18. If the Executive becomes disabled, he shall vest in any outstanding equity or phantom equity awards granted under Section 3(c).

(2) For purposes of the Agreement, “Disability” shall mean that, pursuant to the written determination by two physicians (one selected by the Company and one selected by the Executive), because of a medically determinable disease, condition, injury, or other physical or mental disability, the Executive is unable to substantially perform the duties of the Executive required hereby, and that such disability is determined or reasonably expected to last for a continuous period of one-hundred and eighty (180) days; provided that, in the event such physicians fail to agree on such determination, such determination shall be made by a third physician selected by mutual agreement of the first two physicians. If the Executive refuses or fails to select a physician within fourteen (14) days after a request by the Company, the physician selected by the Company, acting alone, shall make the determination.

(d) Termination By the Company for Cause.

(1) The employment of the Executive hereunder (and the Agreement) shall be terminated, at the option of the Company, for “Cause” (as defined herein), upon written notice to the Executive specifying in reasonable detail the reason therefor, in which event the Company shall have no further obligations or liabilities under the Agreement (including, without limitation, Section 3 hereof) except to pay to the Executive that portion, if any, of the Base Salary and any prior year bonus (under Section 3(b)(1)) that remains unpaid for the period prior to the date of termination.

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(2) For purposes of the Agreement, “Cause” shall mean: (i) engagement in dishonesty, willful illegal conduct, or willful gross misconduct, which is, in each case, materially injurious to the Company; (ii) misappropriation of a material Company business opportunity; (iii) material violation of a confidentiality or non-competition obligation, (iv) abuse of drugs or alcohol that results in the Executive being materially adversely affected in the performance of the Executive’s job duties); (v) fraud by the Executive; (vi) conviction of (including a plea of guilty or nolo contendere to) a felony which has a material effect on the Company or the Executive's performance; or (vii) the failure to comply with any material obligation imposed upon the Executive pursuant to the Agreement; provided, however, that if such failure is susceptible of cure, “Cause” shall be deemed to exist only after the failure has remained uncured for thirty (30) days following receipt by the Executive of written notice from the Company of the failure. Notwithstanding the foregoing, if the Executive disagrees with the good faith determination of the Company that there is no cure after the 30-day cure period, the Executive may request that such determination be submitted to binding arbitration. If the Executive makes such a request for arbitration, the dispute shall be submitted to binding arbitration before a single arbitrator in accordance with the then existing Employment Dispute Resolution Rules of the American Arbitration Association (with the prevailing party entitled to recover its fees and costs from the other party), and the termination of the Executive shall not become effective unless and until it is upheld by a final decision issued through such arbitration process; provided, that the Company shall have the right, in its sole discretion, to relieve the Executive of all or any portion of his duties during such arbitration period pending the arbitration decision so long as the Company continues to pay and provide to the Executive on a timely basis the compensation and benefits that it would otherwise owe to the Executive during such period under this Agreement.

(e) Voluntary Resignation by the Executive. If the Executive voluntarily terminates employment other than for Good Reason during the Term, the Company shall have no further obligations or liabilities under the Agreement (including, without limitation, Section 3 hereof) except to pay to the Executive that portion, if any, of the Base Salary and any bonus amounts due that remain unpaid for the period prior to the date of termination.

(f) Termination by the Company Other than for Cause.

(1) If the Executive incurs an involuntary Separation from Service for reasons other than for Cause (and for reasons other than death or Disability), then subject to the Executive meeting the release requirements described in Section 4(f)(2) below, the Executive shall receive the following payments and benefits (subject to Section 18 below):

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(A) Continued payments in accordance with the schedule of Base Salary Periodic Installments described in Section 3(a), for (i) the remainder of the Term (not including any renewal terms that have not yet begun, even if the notice period for nonrenewal has expired), or (ii) one (1) year, whichever is greater (the “Severance Period”). Each such payment shall be equal to two hundred percent (200%) of the Executive’s Base Salary Periodic Installment amount as of such Separation from Service, and shall be paid as follows:

(i) Payments that would otherwise have been made within the 90-day period following the Executive’s Separation from Service (had they commenced with the first regularly scheduled Base Salary Periodic Installment payment date following the Executive’s Separation from Service) shall be paid in a lump sum on the final regularly scheduled Base Salary Periodic Installment payment date preceding the end of such ninety (90) day period (unless the Company, in its discretion, decides to make such lump sum payment on an earlier date within such 90-day period).

(ii) Payments that are not due to be made until after the 90-day period following the Executive’s Separation from Service, based on the schedule of Base Salary Periodic Installments described in Section 3(a), shall be made when due, based on such schedule.

(iii) Notwithstanding the foregoing, payments under this Section 4(f)(1)(A) shall be subject to the six-month delay for “specified employees”, if applicable, as described in more detail in Section 18.

(B) Continued medical and dental benefits as provided by the Company from time to time for its employees, at the Company’s expense, for the period of time equal to the shorter of the Severance Period or the maximum period of COBRA continuation coverage provided under Section 4980B(f) of the Internal Revenue Code (with such coverage to be treated as COBRA coverage).

(2) The Executive becomes entitled to the payments and benefits described in Section 4(f)(1), only if the Executive executes a release of claims in favor of the Company in connection with the Executive’s employment in the form attached as Exhibit C, and any revocation period with respect to such release expires, by the final regularly scheduled paydate preceding the end of the ninety (90) day period following the Executive's Separation from Service.

(3) If the Executive incurs an involuntary Separation from Service due to the non-renewal of the Agreement at the expiration of an Initial Term or an Additional Term by the Company without Cause, such Separation from Service shall be treated as an involuntary Separation from Service without Cause, and the provisions of Sections 4(f)(1) and (2) shall apply.

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(4) If the Executive incurs an involuntary Separation from Service for reasons other than for Cause (and for reasons other than death or Disability), the Company shall pay to the Executive that portion, if any, of the Base Salary and any bonus amounts due that remain unpaid for the period prior to the date of termination

(g) Resignation for Good Reason. The Executive may resign the Executive’s employment under this Agreement for Good Reason as set forth below.

(1) “Good Reason” means one or more of the following conditions arising without the consent of the Executive, upon which the Executive resigns and incurs a Separation from Service within two (2) years following the initial existence of the condition:

(i) A reduction in the Executive’s base compensation.

(ii) A diminution in the Executive's authority, duties, or responsibilities, including, without limitation, the Board hiring any employee or contractor over Executive’s written objection, and/or the Board giving any other person similar authority, duties or responsibilities as the Executive without requiring that person to report to the Executive.

(iii) A requirement that the Executive report to a Company officer or employee instead of reporting directly to the Board.

(iv) A change of seventy-five (75) miles or more in the geographic location of the Executive’s principal office.

(v) Any action resulting in a material negative change to the conditions under which the Executive performs his duties.

(vi) Any other action or inaction that constitutes a material breach by the Company of this Agreement.

(2) When the Executive becomes aware of a condition that constitutes what the Executive regards as Good Reason under Section 4(g)(1)), the Executive shall provide the Company with written notice of the basis for Good Reason with sufficient specificity to enable the Company to attempt to cure the situation. The Executive must provide said notice of Good Reason within ninety (90) days of the initial existence of the condition that constitutes what the Executive regards as Good Reason. The Company shall then have thirty (30) business days from receipt of the notice to cure the situation. If the Company fails to cure the situation within such cure period, the Executive may resign from employment for Good Reason within 90 days after the expiration of such cure period or a final decision issued through the arbitration process described herein, whichever is later. In the event that the Company cures the situation(s) that constitutes the basis of the Good Reason as identified in the notice of Good Reason, the Executive may not terminate based on said notice of Good Reason. If the Company asserts that it has cured the situation, but the Executive does not agree with such assertion, the Executive may request that such determination be submitted to binding arbitration. If the Executive makes such a request for arbitration, the dispute shall be submitted to binding arbitration before a single arbitrator in accordance with the then existing Employment Dispute Resolution Rules of the American Arbitration Association (with the prevailing party entitled to recover its fees and costs from the other party), and the Executive may not terminate his employment for Good Reason unless and until the Executive's position (that Good Reason was not cured) is upheld by a final decision issued through such arbitration process.

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(3) In the event that the Company cures the matter(s) that constitute(s) the basis of the Good Reason as identified in the Notice of Good Reason, the Executive may not resign for Good Reason based on said Notice of Good Reason. A resignation of employment by the Executive after the Good Reason has been cured shall be deemed to be a voluntary resignation without Good Reason under Section 4(e).

(4) Upon a Separation from Service by the Executive for Good Reason, and upon satisfaction of the release requirement described in Section 4(f)(2), the Company shall pay to the Executive the compensation and benefits described in Section 4(f)(1), as though the Executive had incurred an involuntary Separation from Service without Cause.

5. Non-Solicitation, Non-Competition, Confidentiality, and Intellectual Property.

(a) Non-Solicitation and Non-Competition

(1) During the Restriction Period (as defined below), the Executive shall not (without the prior written consent of the Company), in each instance directly or indirectly, conduct or engage in any Competing Business (as defined below). A “Competing Business” shall mean the manufacture, provision or development of active or passive immunotherapy treatments for cancer.

(2) The “Restriction Period” shall include (i) the Term (and prior thereto, during the Executive’s employment with the Company) and (ii) the period after termination or expiration of the Term determined as follows:

(A) If the employment of the Executive is terminated (or not renewed) for Cause, or if the Executive resigns without Good Reason, the Restriction Period shall continue until the two (2) year anniversary date of the effective date of such termination (or non-renewal).

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(B) If (i) the employment of the Executive terminates upon non-renewal of this Agreement pursuant to Section 2 without Cause, (ii) the employment of the Executive is involuntarily terminated without Cause, or (iii) the Executive terminates employment for Good Reason, the Restriction Period shall continue until the end of the applicable Severance Period (determined without regard to whether the Executive actually signs a release of claims and therefore receives the payments and benefits described in Article 4).

(3) The term “conduct or engage in a Competing Business” shall include engaging in any of the following activities, directly or indirectly, whether with or without compensation, other than carrying on or engaging in activities expressly permitted under this Agreement:

(A) Conducting or engaging in a Competing Business as a principal, or on the Executive’s own account, or solely or jointly with others as a director, officer, agent, employee, consultant or partner, member, stockholder, limited partner or other interest holder in, or for, any individual or entity that is conducting or engaging in a Competing Business (other than the Executive’s ownership of two (2) percent or less of the stock of an entity whose stock is traded on a nationally recognized exchange).

(B) As agent or principal, conducting or engaging in any activities or negotiations with respect to the acquisition or disposition of a Competing Business.

(C) Extending credit for the purpose of establishing or operating a Competing Business.

(D) Lending or allowing the Executive’s name or reputation to be used in a Competing Business.

(4) During the Restriction Period, the Executive shall not, without the prior written consent of the Company or for the Company’s benefit, in each case directly or indirectly, solicit, raid, entice, induce or offer any person who is then employed by the Company, to leave the Company’s employment or to become employed by any Person in any business, whether or not it is a Competing Business.

(5) During the Restriction Period, the Executive shall not, without the prior written consent of the Company, in each case directly or indirectly, solicit business for a Competing Business from any person or entity (each, a “Person”) that is then a customer of the Company or that is being solicited by the Company.

(6) During the Restriction Period, the Executive shall not, without the prior written consent of the Company, in each case directly or indirectly, provide, or arrange for or assist in the provision of services by a Competing Business to any Person that is then a customer of the Company or that is being solicited by the Company.

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(b) Confidentiality and Non-Disclosure.

(1) Except as permitted or directed by the Company or in connection with the Executive’s employment by the Company or one of its subsidiaries or affiliates, the Executive agrees to keep confidential and not to divulge or use any Confidential Information or Biological Materials (as these terms are defined below) which the Executive has acquired or become acquainted with during the Executive’s employment with the Company or any of its subsidiaries or affiliates, whether developed by the Executive or by others. The Executive agrees to use Confidential Information or Biological Materials only in carrying out the duties and responsibilities related to the Executive’s employment hereunder and, except in connection therewith, the Executive will not at any time disclose Confidential Information or Biological Materials to any Person or use the same for another Person’s benefit, or the benefit of anyone other than the Company. The Executive shall take all reasonable precautions to safeguard Confidential Information and Biological Materials which is entrusted to the Executive.

(2) For purposes of this Agreement, “Confidential Information” shall mean:

(A) Any non-public information of the Company that, (i) due to its character and nature, a reasonable Person employed or engaged by the Company would know was confidential or proprietary, or (ii) that derives independent value from not being generally known to the public.

(B) Non-public information regarding or comprising the Company’s customers and customer lists, suppliers and supplier lists, procurement programs, customer and “net-net” pricing, financial matters, rebates and allowances, business matters, business policies, sales, marketing, processes, techniques, know-how, trade secrets, strategic, tactical or development plans, personnel information, or means of doing business.

(C) Other non-public Company information obtained or developed directly or indirectly by the Executive in the course of the Executive’s employment.

(D) By way of illustration, but not limitation, Confidential Information may include inventions, trade secrets, technical information, know-how, research and development activities of the Company, product and marketing plans, customer and supplier information and information disclosed to the Company or to the Executive by third parties of a proprietary or confidential nature or under an obligation of confidence. Confidential Information is contained in various media, including without limitations, patent applications that are not public record, computer programs in object and/or source code, flow charts and other program documentation, manuals, plans, drawings, designs, technical specifications, laboratory notebooks, supplier and customer lists, internal financial data and other documents and records of the Company, whether or not in writing and whether or not labeled or identified as confidential or proprietary.

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(E) Without limiting the foregoing, “Confidential Information” shall include any information arising from the Company’s research and development activities, including but not limited to information relating to the human antibody field (including, among other things, Oncavert and other vaccines and cancer therapeutic products).

(3) As used herein, “Biological Materials” shall include, without limitation, any and all reagents, substances, chemical compounds, subcellular constituents, cells or cell lines, organisms and progeny, mutants, derivatives or replications thereof or therefrom.

(4) The Executive shall not be liable for disclosure of Confidential Information if made in response to a valid order of a court or authorized agency of government; provided that, if available, five days’ notice first be given by the Executive to the Company so a protective order, if appropriate, may be sought.

(5) The Executive acknowledges that the Company’s Confidential Information and Biological Materials constitute a unique and valuable asset of the Company and represents a substantial investment of time and expense by the Company and that any disclosure or use of such Confidential Information or Biological Materials other than for the sole benefit of the Company or any of its subsidiaries or affiliates would be wrongful and would cause irreparable harm to the Company and/or its subsidiaries and affiliates.

(6) The Executive agrees to return to the Company at any time the Executive separates from the Company’s employment, or earlier if so requested by the Company, all Confidential Information and Biological Materials in the Executive’s possession, including any copies made by the Executive, and the relevant documents, diskettes, files, hardware, computers, devices, memories, software and generally all other materials or devices which contain or embody the same.

(7) The terms of this Section 5(b) shall be applicable to the Executive at all times during the Executive’s employment with the Company and shall survive the termination of such employment forever.

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(c) Intellectual Property.

(1) The Executive agrees to promptly disclose to the Company in writing on an ongoing basis whether or not upon request any and all ideas, concepts, discoveries, inventions, developments, original works of authorship, software programs, software and systems documentation, trade secrets, technical data, know-how and Biological Materials that are conceived, devised, invented, developed or reduced to practice or tangible medium by the Executive, under the Executive’s direction or jointly with others during any period that the Executive was or is employed or engaged by the Company, whether or not during normal working hours or on the premises of the Company, which, directly or indirectly (i) relate to any actual or anticipated business of the Company, (ii) arise out of, result from, or are connected with, the Executive’s employment with the Company, or (iii) use (or are otherwise derived from) any Confidential Information (in each case, hereinafter “Inventions”).

(2) The Executive hereby assigns to the Company all of the Executive’s right, title and interest in and to the Inventions and any and all related patent rights, copyrights, trademarks, and applications and registrations therefore and any other intellectual property rights. During and after the Executive’s employment, the Executive shall cooperate with the Company, at the Company’s expense, in obtaining proprietary protection for the Inventions (and any and all such related intellectual property rights) and the Executive shall execute all documents which the Company shall reasonably request in order to perfect the Company’s rights in the Inventions. In the event the Company is unable for any reason, after reasonable effort, to secure the Executive’s signature on any document needed in connection with the actions specified above, the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executive’s agent and attorney in fact, which appointment is coupled with an interest, to act for and on the Executive’s behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the provisions above with the same legal force and effect as if executed by the Executive. The Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, which the Executive now or may hereafter have for infringement of any intellectual property rights assigned hereunder to the Company. The Executive agrees to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that may be required by the Company) of all Confidential Information developed by the Executive and all Inventions created by the Executive during the period of the Executive’s employment at the Company, which records shall be available to and remain the sole property of the Company at all times.

(3) The Executive acknowledges that all original works of authorship made by the Executive within the scope of the Executive’s employment which are protectible by copyright are intended to be “works made for hire”, as that term is defined in Section 101 of the United States Copyright Act of 1976 (the “Act”), and shall be the property of the Company and the Company shall be the sole author within the meaning of the Act. If the copyright to any such copyrightable work shall not be the property of the Company by operation of law, the Executive shall, without further consideration, assign to the Company all of the Executive’s right, title and interest in such copyrightable work and shall cooperate with the Company and its designees, at the Company’s expense, to secure, maintain and defend for the Company’s benefit copyrights and any extensions and renewals thereof on any and all such work. The Executive hereby waives all claims to moral rights in any Inventions.

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(4) The Executive further represents that the attached Schedule A contains a complete list of all inventions made, conceived or first reduced to practice by the Executive, under the Executive’s direction or jointly with others prior to the execution by the Executive of this restated Agreement (“Prior Inventions”) and which are not assigned to the Company hereunder. If there is no such Schedule A attached hereto, the Executive represents that there are no such Prior Inventions.

(5) The Executive hereby represents to the Company that, except as identified on Schedule B, the Executive is not bound by any agreement or any other previous or existing business relationship which conflicts with or prevents the full performance of the Executive’s duties and obligations to the Company (including the Executive’s duties and obligations under this or any other agreement with the Company) during the Executive’s employment.

(6) The Executive understands that the Company does not desire to acquire from the Executive any trade secrets, know-how or confidential business information that the Executive may have acquired from others. Therefore, the Executive agrees that during the Executive’s employment with the Company, the Executive shall not improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer, or any other Person with whom the Executive has an agreement or to whom the Executive owes a duty to keep such information in confidence. Those Persons with whom the Executive has such agreements or to whom the Executive owes such a duty are identified on Schedule B.

6. Remedies for Breach of Section 5. The Executive acknowledges and agrees that if the Executive breaches any of the provisions of Section 5 of this Agreement, the Company will suffer immediate and irreparable harm for which monetary damages alone will not be a sufficient remedy, and that, in addition to all other remedies that the Company may have, the Company shall be entitled to seek injunctive relief, specific performance or any other form of equitable relief to remedy a breach or threatened breach of this Agreement by the Executive and to enforce the provisions of this Agreement, and the Executive hereby waives any and all defenses the Executive may have on the grounds of lack of jurisdiction or competence of a court to grant such an injunction or other equitable relief. The existence of this right shall not preclude or otherwise limit the applicability or exercise of any other rights and remedies which the Executive or the Company may have at law or in equity. In any litigation on a claim that the Executive violated any of the provisions of Section 5, the losing party shall reimburse the prevailing party for its or his reasonable litigation costs.

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7. Interpretation; Severability.

(a) The Executive has carefully considered the possible effects on the Executive of the covenants not to compete and other obligations contained in this Agreement, and the Executive (i) recognizes that the Company has made every effort to limit the restrictions placed upon the Executive to those that are reasonable and necessary to protect the Company’s and its affiliates’ legitimate business interests, and (ii) acknowledges and agrees that the restrictions set forth in this Agreement are reasonable and necessary in order to protect the Company’s and its affiliates’ legitimate business interests.

(b) It is the intention of the parties hereto that the covenants, provisions, and agreements contained herein shall be enforceable to the fullest extent allowed by law. If any covenant, provision, or agreement contained herein is found by a court having jurisdiction to be unreasonable in duration, geographic scope, or character of restrictions, such covenant, provision, or agreement shall not be rendered unenforceable thereby, but rather the duration, geographic scope, or character of restrictions of such covenant, provision, or agreement shall be deemed reduced or modified with retroactive effect to render such covenant, provision, or agreement reasonable, and such covenant, provision, or agreement shall be enforced as modified. The parties hereto agree that if a court having jurisdiction determines, despite the express intent of the parties hereto, that any portion of the covenants, provisions, or agreements contained herein are not enforceable, the remaining covenants, provisions, and agreements herein shall be valid and enforceable. Moreover, to the extent that any provision is declared unenforceable, the Company shall have any and all rights under applicable statutes, civil law, or common law to enforce its rights with respect to any and all Confidential Information or unfair competition by the Executive.

8. Applicable Law; Jurisdiction; Company Policies; Compensation Committee.

(a) The parties shall use their best efforts to resolve amicably any and all disputes relating to this Agreement (“Disputes”). Subject to preemption by federal law, all Disputes arising under this Agreement shall be determined pursuant to the laws of the State of Maryland, regardless of applicable principles of conflicts of laws. Except for disputes that must be submitted to binding arbitration under the provisions of this Agreement, the parties irrevocably submit to the exclusive jurisdiction of (1) the courts of the State of Maryland or (2) if federal jurisdiction exists, to the United States District Court of Maryland. THE PARTIES AGREE TO WAIVE THEIR RIGHTS TO A JURY TRIAL OF ANY AND ALL CLAIMS OR CAUSES OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT.

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(b) Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

(c) All references in this Agreement to the Board shall be deemed to refer to the Compensation Committee with respect to items within the authority of the Compensation Committee.

9. Mitigation and Offset. Notwithstanding anything herein to the contrary, the Executive will not be required to seek other employment if the Executive’s employment terminates under circumstances that entitle the Executive to benefits under Sections 4(f) or 4(g) herein.

10. Notices. All notices and communications pursuant to this Agreement shall be in writing and shall be deemed to have been duly given and effective when received if (i) personally delivered, (ii) mailed by registered or certified mail, postage prepaid, return receipt requested, or (iii) sent by other delivery services providing evidence of delivery, to the following:

If to the Executive:

Andrew L. Tussing

10212 Little Brick House Court

Ellicott City, Maryland 21042

If to the Company:

Vaccinogen, Inc.

5300 Westview Drive, Suite 406

Frederick, Maryland 21703

or to such other address as a party provides (in accordance herewith) to the other party from time to time.

11. Entire Agreement; Amendment; Waiver. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and supersedes any and all prior and contemporaneous agreements, understandings, negotiations, and discussions of the parties, whether oral or written. No amendment, modification, or waiver of this Agreement shall be binding unless executed in writing by all of the parties hereto, or in the case of a waiver, by the party for whom such benefit was intended. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision of this Agreement, whether or not similar, nor shall such waiver constitute a continuing waiver unless otherwise expressly so provided in writing.

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12. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, and assigns; provided, however, that the Executive may not assign any of the Executive’s rights or obligations hereunder without the prior written consent of the Company.

13. Representation by Counsel. Each of the parties hereto acknowledges that (i) they have read the Agreement in its entirety and understands all of its terms and conditions, (ii) they have had the opportunity to consult with any individuals of their choice regarding their agreement to the provisions contained herein, including legal counsel of their choice, and any decision not to do so was theirs alone, and (iii) they are entering into the Agreement of their own free will, without coercion from any source. Venable LLP has represented the Company, not the Executive, in connection with this Agreement.

14. Indemnification; Insurance; Assistance with Legal Action.

(a) The Company shall indemnify and hold the Executive harmless, to the maximum extent permitted by law, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, incurred by the Executive in connection with the defense of, or as a result of any action or proceeding (or any appeal from any action or proceeding) in which the Executive is made or is threatened to be made a party by reason of the fact that the Executive is or was an officer of the Company, other than a breach by the Executive of any of the Executive’s obligations under this Agreement.

(b) The Executive agrees that the Executive will, upon reasonable notice, furnish such information and assistance to the Company as may be reasonably required by the Company in connection with any litigation, or governmental inquiry or proceeding, in which it or any of its predecessors, successors, subsidiaries, officers, directors, shareholders, agents, affiliates, investors, and attorneys is, or may become, a party or otherwise involved.

15. Interpretation. The parties and their respective legal counsel actively participated in the negotiation and drafting of this Agreement, and in the event of any ambiguity or mistake herein, or any dispute among the parties with respect to the provisions hereto, no provision of this Agreement shall be construed unfavorably against any of the parties on the ground that they or their counsel was the drafter thereof.

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16. Survival. The provisions of Sections 4 through 14, inclusive, shall survive the termination of this Agreement.

17. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same Agreement.

18. Section 409A. The parties intend that the payments and benefits to which the Executive is entitled hereunder shall comply with or meet an exemption from Section 409A of the Internal Revenue Code. In this regard:

(a) Notwithstanding anything in this Agreement to the contrary, all cash amounts that become payable under this Agreement shall be paid no later than March 15 of the year following the year in which such amounts are earned or become vested, shall qualify for the exception for “separation pay” set forth in Section 1.409A-1(b)(9) of the Treasury Regulations or another exemption under Section 409A of the Internal Revenue Code, or shall comply with Section 409A of the Internal Revenue Code.

(b) Payments subject to Section 409A of the Internal Revenue Code that are due upon termination of employment shall be made only upon “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code, and shall be subject to the 6-month payment delay described in Section 409A(a)(2)(B)(i) of the Internal Revenue Code if Section 409A(a)(2)(B)(i) of the Internal Revenue Code is applicable and the Executive is a “specified employee” as described therein. Payments subject to such 6-month delay shall not be paid until the first payroll date that occurs after the date that is six (6) months following the Executive’s Separation from Service. If any payments are postponed due to such requirements, such postponed amounts shall be paid in a lump sum to the Executive on the first payroll date that occurs after the date that is six (6) months following the Executive’s Separation from Service. If the Executive dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of Section 409A of the Internal Revenue Code shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death.

(c) Notwithstanding anything herein to the contrary, any taxable reimbursements provided under this Agreement shall be subject to the following requirements: (i) no reimbursement shall affect the expenses eligible for reimbursement in any other calendar year; (ii) the Executive shall submit to the Company such statements and other evidence supporting the expenses to be reimbursed no later than as the Company may reasonably require; provided, however, that the reimbursement deadlines for the Executive shall not be shorter than the deadlines that apply to similarly-situated executives of the Company; (iii) all reimbursements shall be made no later than December 31 of the calendar year following the calendar year in which such related expenses were incurred; and (iv) the right to any reimbursements shall not be subject to liquidation or exchange for another benefit.

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(d) In the event that it is determined that the terms of this Agreement do not comply with Section 409A of the Internal Revenue Code, the parties will negotiate reasonably and in good faith to amend the terms of this Agreement so that it complies (in a manner that preserves the economic value of the payments and benefits to which the Executive may become entitled) so that payments are made within the time period and in a manner permitted by the applicable Treasury Regulations.

(e) If any payment due or made by the Company to the Executive under the terms of this Agreement or otherwise is subject to interest, penalties or additional tax under Section 409A, then the Executive shall be entitled to receive an indemnification payment (“Section 409A Indemnification Payment”) in an amount equal to the sum of (1) the Section 409A interest, penalties and additional tax attributable to any such payment, (2) any federal, state and local income taxes, employment taxes (including FICA) or other taxes payable by the Executive with respect to (A) the payment due under clause (1) above, and (B) the payment due under this clause (2), plus (3) reimbursement for attorneys’ fees actually and reasonably incurred by the Executive in contesting the application of Section 409A, in order to put the Executive in the same position he would have been in if the Section 409A interest, penalties and additional tax did not apply to such payment. That portion of the Section 409A Indemnification Payment provided for in clauses (1) and (2) of this Section 18(d) shall be paid to the Executive not less than ten (10) business days prior to the Executive remitting the related taxes and penalties, and that portion of the Section 409A Indemnification Payment provided for in clause (3) of this Section 18(d) shall be paid to the Executive no later than thirty (30) days after the Executive incurs the attorneys’ fees.

[SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized representative, and the Executive has executed this Agreement, each as of the Effective Date.

WITNESS/ATTEST:	COMPANY:

	Vaccinogen, Inc.


	By:	/s/ Benjamin S. Carson (SEAL)
		Benjamin S. Carson, MD
		Chairman of the Board of Directors

	Date:	9/17/14

	EXECUTIVE:


	/s/Andrew L. Tussing (SEAL)
	Andrew L. Tussing

	Date:	9/19/14

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SCHEDULE A

PRIOR INVENTIONS

See Section 5(c)(4) of the Employment Agreement

The following is a complete list of all Prior Inventions

x		No Prior Inventions


		See below for description of Prior Inventions













		Additional Sheets Attached

If the Executive is claiming any Prior Inventions above, the Executive agrees that, if in the course of the Executive’s employment with the Company, the Executive incorporates into a Company product, process or machine, a Prior Invention owned by the Executive or in which the Executive has an interest, the Company shall automatically be granted and shall have a non-exclusive, royalty-free, irrevocable, transferable, perpetual world-wide license to make, have made, modify, use and sell such Prior Invention as part of, or in connection with, such product, process or machine.

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SCHEDULE B

PRIOR COMMITMENTS

See Section 5(c)(5) of the Employment Agreement

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SCHEDULE C

FORM OF RELEASE AGREEMENT

See Section 4(f)(2) of the Employment Agreement

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Vaccinogen, Inc.
Separation Agreement and General Release

In connection with your separation from employment with Vaccinogen, Inc., please read the following agreement carefully and, if you are willing to be bound by its terms, sign below.

I, ANDREW L. TUSSING, hereby enter into a Separation Agreement and General Release (“Agreement”) with Vaccinogen, Inc. and its affiliates (“Vaccinogen”) according to the following terms and conditions.

1. I agree that my employment with Vaccinogen (the “Company”) will terminate effective _____________________ (the “Separation Date”).

2. I understand that, by signing and not canceling this Agreement, I will be entitled to receive severance payments and benefits, as described in Section 4(f) of my Employment Agreement dated ____________ (“Employment Agreement”). I agree that these payments and benefits are sufficient consideration for me to sign this Agreement. I understand that, by entering into this Agreement, neither I nor Vaccinogen is admitting any wrongdoing or liability in any respect. I understand that my decision whether to enter this Agreement will in no way affect my receipt of any pension, health care, or other benefits to which I am entitled as of my Separation Date under the Employment Income Security Act of 1974 (ERISA). Vaccinogen will not discriminate against me with respect to my benefits under ERISA or in any other way interfere with my rights to employee benefits under ERISA or any other applicable laws. Vaccinogen will comply with its COBRA obligations.

3. Release. Employee, on behalf of himself and his agents, attorneys, heirs, executors, administrators, successors, assigns, and any other person or entity who could now or hereafter assert a claim in Employee’s name or on Employee’s behalf, hereby releases and forever discharges Vaccinogen, its predecessors, affiliates, and successors and its or their past, present and future officers, trustees, directors, employees, agents, insurers, attorneys and representatives, from any and all complaints, grievances, demands, damages, lawsuits, actions, and causes of action (collectively referred to as “Claims”) that have arisen or may have arisen at any time up to and including the date and time of Employee’s execution of this Agreement, which Employee has or may have against any one or more of them for any reason whatsoever, whether in law^, or in equity, whether under federal, state, local or other law, whether known or unknown, including any Claims relating to any employment contract, compensation, benefits, leave of absence, emotional distress or defamation, any Claims relating to any employment discrimination law, including without limitation Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Family & Medical Leave Act, all as amended, any Claims relating to any other employment statute or regulation, including but not limited to the Maryland Wage Payment and Collection Act or the Employee Retirement Income Security Act of 1974, all as amended, or any Claims relating to Employee’s employment or termination of employment, and any claim for costs or attorneys’ fees. Employee acknowledges that he is providing a general release, and agrees, without limiting the generality of the release, not to file any action to seek damages for himself based on any Claims that are released in this Section. Employee further hereby unconditionally waives any and all rights to recover, and will not seek or accept, any damages based on any Claims that are released in this Section. Employee represents and warrants that he has not previously filed or joined in any such Claims against Vaccinogen or any person or entity released herein, and that Employee has not given or sold any portion of any Claims released herein to anyone else.

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4. No Admission. Employee agrees that nothing in this Agreement shall constitute or be treated as an admission of liability or wrongdoing by Vaccinogen or by Employee.

5. Return of Information And Property. Employee represents that he shall return to Vaccinogen the originals and all copies of all files, materials, documents or other property and equipment belonging to or relating to the business of Vaccinogen, no later than his Separation Date.

6. Modification; Severability. The Parties agree that if a court of competent jurisdiction finds that any term of this Agreement is for any reason excessively broad in scope, duration, or otherwise, that term shall be construed and/or modified in a manner to enable it to be enforced to the maximum extent possible. Further, the covenants in this Agreement shall be deemed to be a series of separate covenants and agreements. If, in any judicial proceeding, a court of competent jurisdiction shall refuse to enforce any of the separate covenants deemed included herein, then wholly unenforceable covenants shall be deemed eliminated from the Agreement for the purpose of such proceeding to the extent necessary to permit the remaining separate covenants to be enforced in such proceeding.

7. Non-Disclosure. Employee agrees that he has kept and will keep the terms of this Agreement and the discussions leading to the Agreement confidential and that Employee has not disclosed and will not disclose the terms to any person (other than Employee’s immediate family, legal counsel, and financial and tax advisors or as required by law or court order). Employee also acknowledges and agrees that the attorney(s), tax advisor(s), and other authorized individuals, as described above, will be informed of and bound by the confidentiality provisions of this Agreement. No provision of this Agreement shall be construed as prohibiting Employee from providing truthful and accurate information in response to a valid subpoena issued by a court of competent jurisdiction or other duly authorized entity. However, Employee agrees to notify Vaccinogen by contacting Vaccinogen immediately upon receipt of such a subpoena, so that Vaccinogen has a reasonable opportunity to protect its interests, including moving to quash the subpoena if necessary.

8. Nondisparagement. Employee agrees that he will not make any disparaging statements to any person or entity, including but not limited to the media, regarding Vaccinogen, Vaccinogen’s business, or Vaccinogen’s employees, agents, officers or directors.

9. Entire Agreement. In executing this Agreement, each party acknowledges that it does not rely upon any representation or statement with regard to the subject matter contained herein, other than those explicitly stated in this Agreement. This Agreement, and the provisions of the Employment Agreement which survive termination of the Employment Agreement, contain the entire agreement between the parties relating to the subject matter of this Agreement and supersede all prior discussions, negotiations and agreements relating to the subject matter hereof. This Agreement may not be altered or amended except by a writing signed by both parties.

10. Miscellaneous.

(a) Neither the waiver by either party of a breach of or default under any of the provisions of the Agreement, nor the failure of such party, on one or more occasions, to enforce any of the provisions of the Agreement or to exercise any right or privilege hereunder shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any provisions, rights or privileges hereunder.

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(b) This Agreement shall be governed by, and construed in accordance with, the laws of Maryland, excluding the choice of law rules thereof. The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either party.

14.

Acknowledgment. With respect to the general release in Section 3, Employee agrees and understands that he is specifically releasing all Claims under the Age Discrimination in Employment Act (29 U.S.C. § 621, et seq.), as amended. Employee acknowledges that he has read and understands this Agreement and executes it voluntarily and without coercion. Employee further acknowledges that he has had full opportunity to consult with an attorney prior to executing this Agreement, and that Employee has been advised in writing herein to do so. In addition, Employee has been given twenty-one days to consider, execute, and deliver this Agreement to Vaccinogen unless Employee voluntarily chooses to execute this Agreement before the end of the 2l day period. Employee understands that he has seven days following his execution of this Agreement to revoke it in writing, and that this Agreement is not effective or enforceable until after this seven-day period. For such revocation to be effective, notice must be received by Vaccinogen no later than the end of the seventh calendar day after the date by which Employee signed this Agreement. Employee expressly agrees that, in the event he revokes this Agreement, the Agreement shall be null and void and have no legal or binding effect whatsoever, and Employee shall not be entitled to any of the payments described in Section 2 or other commitments made by Vaccinogen in this Agreement. If Employee does not revoke this Release, he understands and agrees that it will become fully enforceable immediately after the seven-day revocation period has expired. The parties recognize that Employee may elect to sign this Agreement prior to the expiration of the 21-day consideration period specified herein, and Employee agrees that if he elects to do so, such election is knowing and voluntary and comes after full opportunity to consult with an attorney.

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In Witness Whereof, the Parties, intending to be bound hereby, execute this Agreement:

By:
	ANDREW L. TUSSING	Date

Vaccinogen, Inc.

By:
	[name]	Date

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