EXHIBIT 10.91
CYTOTHERAPEUTICS, INC.
000 XXXXXX XXXXXXXXXX XXXXXXX
XXXXXXX, XXXXX XXXXXX 00000
As of July 1, 1999
Xxxx Xxxxxxxx
000 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Dear Xxxx:
This letter will confirm our agreement with respect to the amendment, with
effect from July 1, 1999, of your Letter Agreement with CytoTherapeutics, Inc.
(the "Company"), dated December 19, 1999 (the "Agreement").
Section 2. "Compensation; Time Commitment" shall be modified such that
subsection 2.a.(iii) shall read:
"(iii) One Hundred Thirty Two Thousand Dollars ($132,000) per year,
plus a fee of One Thousand Five Hundred Dollars ($1,500) per Board meeting
or Committee meeting (if held at a date and time separate from the Board
meeting) where you are physically present, plus Five Hundred Dollars
($500) per Board meeting or Committee meeting (if held at a date and time
separate from the Board meeting) held by conference call, payable
quarterly in arrears (this cash compensation plus any other compensation
provided for herein shall be referred to as the "Compensation"). "
Section 2. " Compensation; Time Commitment" shall be further modified such
that Subsection b. shall read:
"b. As Chairman of the Board of Directors, you will be expected to
devote no less than thirty (30) business days per calendar quarter to the
performance of your duties and responsibilities collectively under this
Agreement and the Consulting Agreement (hereinafter "Duties and
Responsibilities"). In the event you devote more than thirty (30) days in
any calendar quarter to the performance of your
Xxxx X. Xxxxxxxx
July 1, 1999
Page 2
Duties and Responsibilities, you shall, within thirty (30) days of the end
of the calendar quarter, provide an accounting to the President and Chief
Executive Officer of the Company detailing the actual time spent during
such preceding calendar quarter. After review and approval by the
President and Chief Executive Officer of the Company you will be promptly
further compensated for additional days exceeding thirty (30) in any
calendar quarter at the rate of One Thousand Five Hundred Dollars ($1,500)
per day. All such additional payments made shall be promptly reported by
the President and Chief Executive Officer to the Compensation Committee of
the Board (the "Compensation Committee") for subsequent ratification by
such Compensation Committee, such ratification not to delay the payment of
any such additional payments."
Except as specifically modified hereby, all other terms and conditions of the
Agreement remain in full force and effect
If the foregoing is acceptable to you, please sign the enclosed copy of this
letter in the space provided below and return it to me, whereupon this letter
and such copy will constitute a binding amendment of the Agreement between you
and the Company on the basis set forth above as of the date first above written.
Sincerely yours,
CYTOTHERAPEUTICS, INC.
By: __________________________________
Xxxxxxx X. Xxxx, M.D.
President &
Accepted and Agreed: Chief Executive Officer
_______________________________
Xxxx X. Xxxxxxxx
Date: ___________________
Page 2 of 2
