Exhibit 10.1
January 26, 2007
Xx. Xxxxx X. Xxxxx
000 Xxxxx Xxxxxx
Xxxxx 0X
Xxx Xxxx, XX 00000
Dear Xxxxx:
This letter is being written to serve as an amendment to the employment
agreement by and between you and NeoStem, Inc. (the "Company") dated as of May
26, 2006 pursuant to which you serve as the Company's Chairman of the Board and
Chief Executive Officer (the "Agreement"). Except as set forth herein, your
employment agreement shall remain unchanged. Initially capitalized terms used
herein but not defined herein shall have the meaning set forth in the Agreement.
1. Base Salary.
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Upon the closing of the Company's current equity financing, your Base Salary
shall be increased to $250,000. During the Term of the Agreement, your Base
Salary shall be increased by 10% on each one year anniversary of the execution
of this Amendment.
2. Cash and Stock Bonuses.
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No cash bonus shall be paid for 2007. Cash bonuses and stock awards under the
Company's 2003 Equity Participation Plan shall be fixed at the end of 2007 for
2008, in an amount to be determined.
3. Term.
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The Term of the Agreement is hereby extended until December 31, 2010.
4. Severance
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Section 7(b)(i) of the Agreement is hereby amended to read in its entirety as
follows:
"(b) Termination of Your Employment by the Company Without Cause or
Voluntary Termination by You With Good Reason. If the Company terminates
your employment without Cause or if you terminate your employment with Good
Reason the following shall apply:
(i) The Company shall pay to you the Base Salary at the time of
termination for a period equal to two years following the date of such
termination (the "Severance Period"). You shall be under no obligation
to secure alternative employment during the Severance Period, and
payment of the Base Salary shall be made without regard to any
subsequent employment you may obtain."
5. Acknowledgement of Stock Option Grant.
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You hereby acknowledge the grant to you on January 18, 2007 of an option under
the EPP to purchase 550,000 shares of the Company's common stock, $.001 par
value (the "Common Stock") at a per share exercise price equal to $.50 vesting
as to (i) 250,000 shares upon the closing of the Company's current equity
financing; (ii) as to 150,000 shares on June 30, 2007 and (iii) as to 150,000
shares on December 31, 2007; and shall otherwise be subject to all of the terms
and conditions of the EPP.
Except as provided in this letter agreement, the terms of the Employment
Agreement shall remain unchanged.
Very truly yours,
NeoStem, Inc.
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Chair, Compensation Committee
Accepted and Agreed:
/s/ Xxxxx Xxxxx
Xxxxx Xxxxx
