EXHIBIT 10.4
AMENDMENT NO. 1 TO LETTER AGREEMENT
AGREEMENT made as of the 9th day of August, 2002, by and between BioSphere
Medical, Inc. (the "Company") and Xxxx X. Xxxxxxxxx (the "Executive").
WHEREAS, the Executive and the Company entered into a letter agreement
dated May 31, 2002 (the "Letter Agreement") pursuant to which the Executive
confirmed his intention to resign from the Company effective September 1, 2002,
and further provided for an amicable separation of the Executive from the
Company and established the terms of the Executive's separation; and
WHEREAS, the parties desire to amend certain of the terms of the Letter
Agreement to provide that the Executive shall resign, effective as of the date
hereof, from all positions that he currently holds with the Company, and the
Company desires to accept such resignation; and
WHEREAS, the Executive desires to remain an employee of the Company until
the Separation Date (as such term is defined in the Letter Agreement), and the
Company desires to continue to employ the Executive until the Separation Date.
NOW, THEREFORE, in consideration of the promises and conditions set
forth herein, the sufficiency of which is hereby acknowledged, the Company and
the Executive agree as follows:
1. RESIGNATION. Effective as of the date hereof, the Executive hereby
resigns from the positions of President, Chief Executive Officer and member of
the Board of Directors of the Company, as well as from all other positions that
the Executive holds with the Company and any and all subsidiaries and affiliates
of the Company, provided that the Executive shall continue to remain an employee
of the Company through the Separation Date. As of the date hereof, the Executive
has executed a resignation letter in the form attached hereto as Exhibit A.
2. CONTINUATION OF LETTER AGREEMENT. Except as expressly provided herein,
the terms of the Letter Agreement shall remain if full force and effect.
3. COUNTERPARTS. This Agreement may be executed in two (2) signature
counterparts, each of which shall constitute an original, but all of which taken
together shall constitute but one and the same instrument.
IN WITNESS WHEREOF, all parties have set their hand and seal to this
Agreement as of the date written above.
COMPANY:
BIOSPHERE MEDICAL, INC.
By: /s/ Xxxx Xxxxxx
-----------------------
Name: Xxxx Xxxxxx
Title: Board Member
EXECUTIVE:
/s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
[Form of Resignation Letter]
August [___], 2002
Xx. Xxxx Xxxxxx
Chairman of the Board of Directors
BioSphere Medical, Inc.
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Dear Xx. Xxxxxx:
I hereby resign from my positions as President, Chief Executive Officer and as a
member of the Board of Directors of BioSphere Medical, Inc. (the "Company") and
from all other positions that I hold of the Company and its subsidiaries and/or
affiliates.
Notwithstanding this resignation, I understand that I will remain an employee of
the Company until September 1, 2002, and that the letter agreement dated May 31,
2002 relating to the terms of my severance will remain in full force and effect.
Very truly yours,
Xxxx X. Xxxxxxxxx
