STOCK OPTION EXTENSION AGREEMENT
EXHIBIT
10.35
This
Stock Option Extension Agreement (“Agreement”) is entered into as of July 25,
2006 (the “Effective Date”), by and between Cytori Therapeutics, Inc., a
Delaware corporation located at 0000 Xxxxxx Xxxx, Xxx Xxxxx, XX 00000 (the
“Company”), and Xxxxx X. Xxxxxx, an employee
of the Company (the
“Optionee”).
WHEREAS,
as of July 25, 2006 Optionee holds a combined total of 224,686 vested stock
options to purchase shares of the Company’s common stock under the Company’s
1997 Incentive Stock Option Plan (the “1997 Plan”) and/or the Company’s 2004
Employee Stock Option Plan (the “2004 Plan”) (collectively the “Plans”);
and
WHEREAS,
Company agrees to modify the Plan agreements to extend the expiration dates
for
the exercise of stock options under the Plans subject to certain restrictions
and conditions on the sale of shares of the Company’s common stock held by
Optionee, and certain other consideration from the Optionee.
NOW,
THEREFORE, the Company and the Optionee agree as follows:
(a)
The
right of the Optionee to exercise Two Hundred and Twenty Four Thousand, Six
Hundred and Eighty Six (224,686) fully vested Plan stock options (which consists
of all of Optionee’s vested stock Options as of the Effective Date) is hereby
extended to December 31, 2007, irrespective of the date that Optionee’s services
to the Company terminate.
(b)
The
exercise extension provided for in Section (a) above is subject to the following
conditions and restrictions:
(i)
Immediately upon termination of Optionee’s employment as provided for in the
Employment Agreement between the Company and Optionee, Optionee shall execute
and sign a full release of all claims against the Company in the form attached
as Exhibit I, which is that Company’s standard employment related release of
claims.
(ii)
No
shares of common stock of the Company owned by Optionee may be sold by or on
behalf of Optionee during the initial 90-day period from July 25, 2006 through
October 23, 2006; (b) Optionee may sell up to 56,173 shares of common stock
owned by him beginning October 24, 2006; (c) and Optionee may sell an additional
56,171 beginning on January 21, 2007 and each ninety days thereafter until
July
20, 2007 when 100% of Optionee’s shares of common stock in the Company shall be
fully tradable. The trade restrictions listed above shall be eliminated once
the
per-share trading price of the Company’s common stock on the Nasdaq exchange
closes at or above $13 per share, or if the 30 day average daily stock volume
reaches 50,000 shares.
(c)
All
stock options previously granted to Optionee that are not vested as of the
Effective Date of this Agreement are hereby terminated as of the Effective
Date.
(d)
Except as specifically set forth herein, all other terms and conditions of
the
Plans and the Plan Agreements shall remain in full force and
effect.
IN
WITNESS WHEREOF, this Agreement has been executed and delivered by
the
parties on the Effective Date.
|
OPTIONEE:
Xxxxx
X. Xxxxxx
/s/
Xxxxx X. Xxxxxx
|
COMPANY:
By:
/s/
Xxxxxxxxxxx X. Xxxxxxx
Name:
Xxxxxxxxxxx X. Xxxxxxx
Title: Chief
Executive Officer
|
