CardioTech International letterhead January 7, 2008 Philip Beck
EXHIBIT
10.33
CardioTech
International letterhead
January
7, 2008
Xxxxxx
Xxxx
0000
Xxxxxxxxx Xxxxxxxx
Stillwater,
MN 55082
Dear
Xxxx:
CardioTech
International Inc.’s Catheter and Disposables Inc. subsidiary (the “Company” and
you are parties to an Employment Agreement dated as of October 12, 2006 (the
“Agreement”). The defined term of employment under the Agreement
ended on October 22, 2007, and you and the Company have confirmed that your
employment relationship continues on a month to month basis as contemplated by
the Agreement.
Management
of CardioTech International Inc. has discussed with you an initiative concerning
the possible sale and disposition of the Company or the business and assets of
the Company (the “Transaction”), and has engaged Silverwood Partners to provide
certain financial advisory services in connection with that
initiative. Management also has discussed with you its interest in
having you stay on at the Company and assist management in completing the
Transaction, and subject to and upon the terms and conditions set forth in this
letter, you have agreed to do so.
You have
agreed to continue in your role as the Vice President and General Manager of the
Company, and to use your best efforts to support any proposal, discussion,
negotiation or related diligence investigation respecting a
Transaction. In consideration of your energetic performance of such
efforts, and subject to the exception set forth in the next paragraph of this
letter, CardioTech International, Inc. (“CTE”), will pay you (1) $70,000 (the
“Stay Bonus”) upon the closing of a Transaction, and (2) if you are the direct
source or introduction of the party who completes the Transaction, an additional
fee in the amount of five percent (5%) of the net sale proceeds, such fee to be
paid only if consideration is in excess of $500,000 (the “Fee”). Such
Fee is to be payable to you as and when the CTE realizes the purchase
consideration. For avoidance of doubt, purchase consideration (a)
paid into and held in escrow, or (b) payable as an earnout or on some other
deferred basis, will not be deemed received by CTE until it is actually
delivered to the Company without further restriction on its disposition or
distribution.
Notwithstanding
anything herein to the contrary, neither the Fee nor the Stay Bonus will be
payable to you in connection with the closing of any Transaction with a party in
which you are part of a management buyout group.
Nothing
in this agreement shall be deemed to amend or modify the Agreement.
Very
truly yours,
Catheter
and Disposables Technology, Inc.
By:
/s/ Xxxxxx X. Xxxx
CardioTech
International, Inc.
By:
/s/ Xxxxxxx X. Xxxxx
