FIRST AMENDMENT TO CRYO-CELL INTERNATIONAL, INC. EMPLOYMENT AGREEMENT FOR DAVID PORTNOY
FIRST AMENDMENT TO
CRYO-CELL INTERNATIONAL, INC.
XXXXX XXXXXXX
WHEREAS, Cryo-Cell International, Inc. (the "Company") and Xxxxx Xxxxxxx, (the "Executive") entered into an Employment Agreement dated December 1, 2011 (the "Agreement"); and
WHEREAS, the Company and the Executive wish to amend the Agreement to clarify that the determination of whether the "Threshold," "Target," and "Stretch" performance standards have been achieved with respect to (i) the bonuses to be paid under Section 3(b) of the Agreement; and (ii) the grant of the equity awards described in Section 3(c)(ii) of the Agreement, shall be made without regard to any accounting impact of such awards on the Company's financial statements; and
WHEREAS, Section 14(b) of the Agreement provides that the Agreement may be amended by an instrument in writing signed by the Company and the Executive.
NOW THEREFORE, the Company and the Executive hereby agree to amend the Agreement as set forth below:
1. The following is added to the end of Section 3(b), effective as of December 1, 2011:
The "Threshold," "Target," and "Stretch" standards for Annual Incentives described in this Section 3(b) shall be determined without regard to any accounting impact of such bonuses on the Company's financial statements.
2. The following is added to the end of Section 3(c)(ii), effective as of December 1, 2011:
The "Threshold," "Target," and "Stretch" standards for Annual Incentives described in Section 3(b) above shall be determined without regard to any accounting impact of such bonuses on the Company's financial statements and without regard to the potential grant of stock options described in this Section 3(c)(ii).
3. The first paragraph of Section 3(c)(ii) is amended to read as follows, effective as of December 1, 2011 (to correct the Company's fiscal year end date):
(ii) In addition to the grant of stock options described above, if the Executive is employed by the Company on November 30, 2013 , then no later than February 28, 2014, the Company shall grant the Executive stock options under the Company's 2012 Stock Plan to acquire an additional 100,000 shares of Company stock for the achievement of each of the three "Stretch" criteria described above for the fiscal year ending November 30, 2013 (up to 300,000 shares if all three Stretch criteria are achieved) with a xxxxx xxxxx equal to the fair market value of a share of Company stock on December 1, 2011, with vesting for each achieved Stretch criteria as follows:
IN WITNESS WHEREOF, the Company and the Executive have signed this First Amendment on the date set forth below.
CRYO-CELL INTERNATIONAL, INC.
February 13, 2012 By: /s/ Xxxxxx Xxxxxx
Date Xxxxxx Xxxxxx, Chair, Compensation Committee
EXECUTIVE
February 13, 2012 /s/ Xxxxx Xxxxxxx
Date Xxxxx Xxxxxxx
