Exhibit 10.2
PHASE III MEDICAL, INC.
000 Xxxxx Xxxxxxx Xxxx
Xxxxx 000
Xxxxxxxx, Xxx Xxxx 00000
631.574.4955
August 12, 2005
Xx. Xxxxx Xxxxxxx
c/o Phase III Medical, Inc.
000 Xxxxx Xxxxxxx Xxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Dear Xx. Xxxxxxx:
This letter agreement shall serve as an amendment (the "Amendment")
to your employment agreement (the "Agreement") with Phase III Medical, Inc. (the
"Company") dated February 6, 2003 to serve as the Company's President and Chief
Executive Officer. The terms of this Amendment were unanimously approved by the
Board of Directors of the Company on May 4, 2005, subject to the approval of the
Company's shareholders, which was obtained on July 20, 2005.
The Agreement is hereby amended as follows:
1. Section 1.1 of the Agreement is amended to provide that the
termination of the Initial Term of the Agreement shall be December 31,
2008.
2. Section 4.2 of the Agreement is amended to provide that commencing as
of July 20, 2005, the Base Salary to which you are entitled under the
Agreement shall be equal to the sum of $250,000 which shall remain in
effect throughout the term of the Agreement without adjustment.
3. You are hereby granted as of July 20, 2005, under the Company's 2003
Equity Participation Plan (the "2003 EPP"), 3,000,000 shares of Common
Stock which shall vest as to 1,000,000 shares on each of July 20,
2005, July 20, 2006 and July 20, 2007 and shall otherwise be subject
to all the terms and conditions of the 2003 EPP.
4. The second sentence of paragraph 1.3 is hereby deleted and replaced in
its entirety as follows: "In the event of termination without cause
(other than pursuant to Paragraph 6.1 hereof), as liquidated damages
and as the sole and exclusive remedy of the Employee, the Employee
shall be entitled to (a) a lump sum payment equal to his then Base
Salary and Automobile Allowance (each as hereinafter defined) for one
year, and (b) be reimbursed for the remainder of the Term pursuant to
Paragraphs 9.2 and 9.3 hereof".
5. Section 4.3 of the Agreement is amended to provide that commencing in
August 2006, you shall be entitled to an annual minimum bonus amount
of $25,000 (not $20,000).
6. A new Section 4.5 is hereby added providing that in August 2005 you
shall be paid the sum of $15,000 to cover costs incurred by you on
behalf of the Company.
7. A new Section 9.5 is hereby added providing that, commencing in 2006,
the Company shall pay for the reimbursement of all premiums in an
annual aggregate amount of up to $18,000 payable by you for life and
long term care insurance covering each year during the Term of the
Agreement.
Except as provided herein, the Agreement shall remain unchanged. All
terms not otherewise defined herein shall have the meaning set forth in the
Agreement. For our records, I would appreciate your countersigning the
attached copy of this Amendment and returning the same to me at your
earliest convenience.
Sincerely,
/s/ Xxxxxxxxx X. Xxxxx
Xxxxxxxxx X. Xxxxx
Executive Vice President and General Counsel
Accepted and agreed to:
/s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx
