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May 30, 1995 Exhibit 10(o)
X.X. Xxxxxxxxxxx
0000 Xxxxxxx Xxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Dear Xx. Xxxxxxxxxxx:
When agreed to and accepted by you, the following shall set forth the terms
upon which you shall render consulting services to Cryomedical Sciences, Inc.
("CMSI").
1. Consulting Services. During the term of this Agreement you shall
consult with CMSI on an "as needed" and "as available" basis; provided, however
that (a) you shall be given at least three days prior notice of CMSI's desire
to utilize your services hereunder, (b) you shall not be required to consult
with CMSI for more than five hours in any one week or 10 hours in any one month
and such consulting may be rendered on weekends, and (c) you may accept
full-time employment which requires you to devote your business time and
efforts to such employment.
2. Consideration.
2.1 As full consideration for the consulting services to be
rendered by you hereunder, CMSI shall pay to you the sum of $216,000 in 12
equal consecutive monthly installments of $18,000, as follows:
(a) Commencing June 1, 1996, six equal consecutive
monthly installments of $18,000, payable by check to your order.
(b) Commencing December 1, 1996, six equal consecutive
monthly installments of $18,000, payable (i), as to each of the first two
payments, by check payable to your order in the amount of $18,000; (ii), as to
the third payment, by (A) check payable to your order in the amount of $16,200,
and (B) forgiveness of $1,800 of indebtedness which you have to CMSI, and
(iii), as to each of the next three payments, by forgiveness of $18,000 of
indebtedness which you have to CMSI.
(c) You and CMSI agree that (i) your current indebtedness
to CMSI totals $55,800, of which a portion (the "Loan Amount") bears interest
at the rate of 7-1/2% per annum and is secured by 20,000 shares of CMSI common
stock (the "Collateral") owned by you, and (ii) interest shall cease to accrue
on the Loan Amount and the Collateral shall be returned to you on the date
hereof.
2.2 As consideration for CMSI entering into the Agreement, you
hereby waive any and all vacation pay that may have accrued to your benefit
while you were employed by CMSI.
2.3 CMSI shall reimburse you for reasonable out-of-pocket expenses
incurred in rendering the consulting services hereunder, provided that you
present to CMSI an itemized account or other evidence of those expenses for
which reimbursement is being sought.
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3. Term. The term of the agreement ("Agreement") shall be for a period
of one year, commencing June 1, 1996. This Agreement may not be terminated by
CMSI other than for a willful breach of the Agreement by you. In the event of
a wrongful termination of this Agreement by CMSI, your death, or permanent
disability, you shall be entitled to the payments provided for herein in the
manner in which they are to be paid and shall have no further obligation to
render consulting services hereunder.
4. Proprietary Information and Non-Competition. The Proprietary
Information and Inventions Agreement and Section 9.1 of your Employment
Agreement remain in full force and effect.
5. Waivers. If either of us should waive any breach of any provision of
this Agreement, we shall not thereby be deemed to have waived any preceding or
succeeding breach of the same or any other provision of this Agreement.
6. Complete Agreement; Amendments. We agree that with respect to the
subject matter hereof it is our entire agreement, superseding any previous
oral or written communications, representations, understandings, or agreements.
Any amendment to this Agreement or waiver by either of us of any right
hereunder shall be effective only if evidenced by a written instrument executed
by us, and, in the case of CMSI, upon written authorization of CMSI's Board of
Directors.
7. Successors and Assigns. This Agreement shall be binding upon and is
for the benefit of CMSI and its successors and assigns. This Agreement may not
be assigned by you.
8. Governing Law. This Agreement shall be governed by and construed
under the laws of the State of Delaware.
/s/ X.X. XXXXXXXXXXX
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X.X. Xxxxxxxxxxx
CRYOMEDICAL SCIENCES, INC.
By: /s/ XXXXXXX X. XXXXXXXX
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Xxxxxxx X. Xxxxxxxx, Ph.D.
President and CEO
