FIRST ADDENDUM TO LETTER AGREEMENT
FIRST
ADDENDUM TO
This
First Addendum to Letter Agreement (“Addendum”) is an addendum to the Letter
Agreement dated June 3, 2005 (“Agreement”) between the Cytomedix, Inc.
(“Company”) and Xxxxxx X. Xxxxxx. Except as specifically set forth below, the
Agreement remains unmodified and upon execution by both parties, this Addendum
incorporates by reference all provisions of the Agreement not expressly modified
or specifically deleted herein.
Position:
Xx. Xxxxxx shall be employed as Chief Financial Officer. In such capacity,
Xx. Xxxxxx shall report to the Company’s Chief Executive Officer and shall
have such reporting relationships to the Audit Committee and the Board of
Directors as are required by regulations applicable to the Company. He shall
have the powers, responsibilities, restrictions and authorities as are assigned
to him by the Chief Executive Officer or the Board of Directors. Xx. Xxxxxx
shall devote his full working time and efforts to the best of his ability,
experience and talent to the performance of services, duties and
responsibilities as the Company’s Chief Financial Officer.
Employment
at Will:
Xx. Xxxxxx’x employment shall not be for any specific term and may be
terminated by the Company at any time with or without “cause” as such term is
defined in Exhibit B to the Agreement. If the Company, in its sole initiative
and discretion, terminates Xx. Xxxxxx’x employment without cause,
Xx. Xxxxxx shall be entitled to a six month severance package as follows:
For a period of six months, Xx. Xxxxxx will continue to receive his annual
base salary and all other benefits on the same terms and schedules as existed
immediately prior to his termination and for which he could continue to be
eligible during that period, based on the governing terms and conditions of
the
benefits. . Options awarded will continue to vest during the six month period
in
accordance with applicable vesting schedules. Should Xx. Xxxxxx wish to
terminate his employment, he shall give the Company sixty days
notice.
Salary
and Benefits:
Xx. Xxxxxx shall receive a base salary of $155,000 beginning on
July 1, 2006. This annual base salary is subject to annual review by the
Compensation Committee for recommended potential increase each year. Any
increase in base salary shall constitute base salary under the
Agreement.
Stock
Options:
Upon
recommendation by the Compensation Committee and approval by the Board of
Directors, Xx. Xxxxxx shall receive additional options under the Company’s
Long Term Incentive Plan to purchase 50,000 shares of the Company’s common stock
at an exercise price equal to the closing sale price of the common stock on
the
date the Board of Directors approves the award. The options shall vest as
follows:
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Number of Options
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Vesting
Date
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16,667
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Twelve
months from the date the Board of Directors approves the
award.
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16,667
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Twenty-four
months from the date the Board of Directors approves the
award.
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16,666
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Thirty-six
months from the date the Board of Directors approves the award.
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Notwithstanding
the above, the options shall vest immediately upon the termination of
Xx. Xxxxxx’x employment in connection with a change in control as such
terms are defined in Exhibit B to the Agreement.
The
other
terms and conditions of the options shall be governed by the terms of a stock
option award agreement in form substantially similar to that presently used
by
the Company.
Annual
Bonus:
Xx. Xxxxxx shall be eligible for an annual target bonus of twenty-five
percent (25%) of his earned salary, which may be payable in the form of cash,
or
by mutual agreement, in the form of stock options or a combination thereof.
The
annual bonus shall be contingent upon Xx. Xxxxxx’x satisfaction of mutually
agreed upon performance criteria and may be larger or smaller depending upon
his
performance. Any awards pursuant to an annual bonus plan shall be governed
by
the terms and conditions contained in the grant notice and stock option
agreement issued to you by the Company.
Acceptance:
By their
signature below, the Company and Xx. Xxxxxx agree that the Agreement,
including Exhibits A and B, as modified by this Addendum, shall be binding
upon
and inure to the benefit of Xx. Xxxxxx’x heirs and representatives and the
assigns and successors of the Company, but neither the Agreement as modified
by
this Addendum, nor any rights or obligations hereunder shall be assignable
or
otherwise subject to hypothecation by Xx. Xxxxxx or by the Company, except
that the Company may assign the Agreement to any successor (whether by merger,
purchase or otherwise) to the stock, assets or business(es) of the Company.
EXECUTED
AS OF October 4, 2006.
CYTOMEDIX,
INC.
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By:
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/s/
Xxxxxxx Xxxxx
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Xxxxxxx
Xxxxx, Ph.D.
Chief
Executive Officer
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By:
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/s/
Xxxxxx X. Xxxxxx
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Xx. Xxxxxx
X. Xxxxxx
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