0001193125-13-265159 Sample Contracts

ATHERSYS, INC. RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • June 20th, 2013 • Athersys, Inc / New • Pharmaceutical preparations • Delaware

This Restricted Stock Unit Agreement (“Agreement”) is made as of June 18, 2013 (the “Date of Grant”) by and between Athersys, Inc., a Delaware corporation (the “Company”) and (“Grantee”) with respect to the grant of Restricted Stock Units by the Company to the Grantee pursuant to the Athersys, Inc. Amended and Restated 2007 Long-Term Incentive Plan (As Amended and Restated effective June 18, 2013) (the “Plan”). (Capitalized terms used in this Agreement and not otherwise defined have the meanings assigned to them in the Plan).

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AMENDMENT NO. 2 TO INCENTIVE AGREEMENT
Incentive Agreement • June 20th, 2013 • Athersys, Inc / New • Pharmaceutical preparations • Ohio

This Amendment No. 2 (this “Amendment”), dated as of April 29, 2013, to the Incentive Agreement (“Agreement”), dated as of November 23, 2005, between (“Employee”) and ADVANCED BIOTHERAPEUTICS, INC. (individually, “Employer,” and, collectively with its affiliates, Athersys, Inc. (“Athersys”) and ReGenesys, LLC, the “Company”).

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