Exhibit 10.2
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT effective as of April 20, 2004, by and
between Cytomedix, Inc. ("Company") and Xxxxxxx Xxxxx, Ph.D. ("Consultant").
RECITALS
WHEREAS, the Company and the Consultant entered into a Consulting
Agreement ("Agreement") effective as of January 1, 2004, whereby the Consultant
provided certain services to the Company as provided in such Consulting
Agreement; and
WHEREAS, the Company and the Consultant have agreed to terms whereby
the Consultant shall accept employment as the Company's Chief Executive Officer,
as provided in an Employment Agreement of even date herewith; and
WHEREAS, the Company and the Consultant have mutually agreed to
terminate the Consulting Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:
1. The parties hereby agree that, as of April 20, 2004, the Consulting
Agreement is hereby terminated.
2. The Company further agrees that, for the period of any applicable
statute of limitations, it will continue to indemnify and hold harmless
Consultant, and any employees, agents, affiliates and sub-contractors of
Consultant from and against any and all liability, loss, costs, expenses or
damages, including, but not limited to, any and all expenses incurred in
investigating, preparing or defending against any litigation, arbitration or
other proceedings or investigations, commenced or threatened, relating to or
arising in connection with the Agreement or services rendered by Consultant
pursuant to the Agreement prior to the termination of the Agreement.
IN WITNESS WHEREOF, the parties have executed this Termination
Agreement as of the 20th day of April, 2004.
XXXXXXX XXXXX, PH.D
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CYTOMEDIX, INC.
By:
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Its:
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