EMPLOYMENT AGREEMENT
EXHIBIT
10.37
THIS
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 (“Company”), and Xxxxx X. Xxxxxx, an individual
(“Employee”).
Whereas,
the Company has eliminated the position of Senior Vice President, Business
Development on July 25, 2006; and
Whereas,
the Company and Employee wish to continue the Employment relationship in a
new
capacity through January 20, 2007;
Now
therefore, in consideration of the mutual promises made by the parties to this
Agreement, the parties agree as follows:
1.
Duties
and Compensation
(a)
Employee is engaged by the Company as its Strategic Business Development Advisor
with duties as directed by the CEO and otherwise customarily associated with
that position.
(b)
The
Company shall pay to Employee in exchange for the services to be rendered
hereunder a salary of Seventeen Thousand Five Hundred Dollars [$17,500.00]
per
month, payable twice a month on the fifteenth and last days of each month during
which this Agreement is in force.
2.
Guaranteed Duration
The
term
of this Agreement shall commence on July 25, 2006 and shall end on January
20,
2007 (the”Term”) unless extended by mutual agreement. The employment
relationship created by this Agreement is “at will” and may be terminated by
either the Company or Employee at any time, with or without cause. Should the
Company terminate Employee without cause prior to January 20, 2007, Employee
shall receive, as severance, the balance of his monthly salary payments that
would have otherwise been payable from such date of early termination through
January 20, 2007, plus Four Thousand Three Hundred and Seventy Five Dollars
[$4,375].
3.
Other
Compensation / Benefits
Employee
understands and agrees that by his employment hereunder he shall not earn or
accrue the right to any additional paid time off (or “PTO”), nor shall he be
eligible from the Effective Date of this Agreement to the vesting of any stock
options through the Company’s incentive stock option programs during the term of
this Agreement. Employee also understands and agrees that he is eligible to
participate in the Company’s flexible benefits plan for 2006/2007, but he agrees
not to submit for reimbursement of amounts in excess of that which he has paid
into the plan.
Employee
understands and agrees that he shall be entitled to participate in all other
standard benefits offered by the Company.
4.
Agreement Relating to Confidential Information
Employee
agrees that he shall continue to be covered by the Company’s Employment,
Confidentiality and Assignment Agreement which he executed on May 17, 2001.
5.
Noninterference
While
employed by the Company and for two (2) years immediately following the
termination of employment, Employee agrees not to interfere with the business
of
the Company by soliciting, attempting to solicit, inducing, or otherwise causing
any employee of the Company to terminate his or her employment in order to
become an employee, consultant or independent contractor to
or for
any competitor of the Company.
Employee
agrees that the duties under Sections 4 and 5 of this Agreement shall survive
termination of employment with the Company.
6.
Governing Law
This
Agreement and the rights and obligations of the parties shall be governed and
construed by the substantive laws of the State of California as applied to
contracts that are executed and performed entirely in California. Exclusive
jurisdiction and venue for any dispute arising out of or related to this
Agreement shall lie with the federal and state courts located in and serving
San
Diego County, California.
7.
Complete Agreement; Amendments
This
Agreement, together with the Stock Option Extension Agreement and the
Employment, Confidentiality and Assignment Agreement between Employee and the
Company, are the entire agreement of the parties with respect to the subject
matter hereof and thereof and may not be amended, supplemented, canceled or
discharged except by written instrument executed by both parties hereto. If
either party should waive any breach of any provision
of this Agreement, he, she or it shall not thereby be deemed to have waived
any
preceding or succeeding breach of the same or any other provision of this
Agreement.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date.
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EMPLOYEE:
Xxxxx
X. Xxxxxx
/s/
Xxxxx X. Xxxxxx
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COMPANY:
By:
/s/
Xxxxxxxxxxx X. Xxxxxxx
Name:
Xxxxxxxxxxx X. Xxxxxxx
Title: Chief
Executive Officer
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