Exhibit 10.3
BONUS AND OTHER AGREEMENT
This bonus and other
agreement (the "Agreement") is entered into between
Crdentia Corp., a Delaware
corporation (the "Company") and James D. Durham
(the "Executive") (together
the "Parties") as of December 31, 2003.
The Parties hereby agree as
follows:
1. As part of the
consideration for entering into this Agreement and
as part of the consideration
for receipt of an option to purchase 7,000,000
shares of Company common
stock at an exercise price of $0.10 per share under
the terms of a stock option
plan and award agreement dated December 31, 2003
the Executive hereby agrees
to relinquish the Executive's right to purchase
additional shares of common
stock of the Company (the "Purchase Options")
that accrue to the Executive
after the date of this Agreement pursuant to
Section 1.3 of the Lifen,
Inc. Common Stock Purchase Agreement dated May 15,
2002 (the "Stock Purchase
Agreement") in connection with all Acquisitions
(as defined in the Stock
Purchase Agreement) that occur either before or
after the date of this
Agreement and such future Purchase Options shall be
terminated and of no further
force or effect as of the date of this
Agreement. The Executive shall retain all
such Purchase Options held by
the Executive as of the date
of this Agreement which shall be governed by
the terms of the Stock
Purchase Agreement as modified by this Agreement.
For clarity, Executive shall
have the right to exercise Purchase Options to
acquire 2,767,278 shares of
Company common stock and no more.
2. The Executive shall be
entitled to receive bonus payments on
December 31, 2006 in the
amount of $540,000 and on January 4, 2007 in the
amount of $540,000.
The payment of the
bonuses shall not be affected by
the termination for any
reason (including death or disability) of the
Executive's employment or
service to the Company prior to December 31, 2006
or January 4, 2007.
3. The third sentence of
Section 1.3 of the Stock Purchase Agreement
provides as follows:
"Each Investor's right
to purchase these additional shares of Common
Stock shall expire one year
after the Vesting Expiration Date (the
"Expiration
Date")."
As applied to the Executive
and not any other Investor (as defined in the
Stock Purchase Agreement),
the third sentence of Section 1.3 of the Stock
Purchase Agreement shall be
amended and restated as follows:
"The Executive's right
to purchase these additional shares of Common
Stock shall expire fifteen
years after the Vesting Expiration Date (the
"Expiration
Date")."
4. This Agreement
constitutes the entire agreement of the Parties with
respect to the subject matter
hereof and supersedes in their entirety all
prior undertakings and
agreements of the Parties with respect to the
subject matter hereof, and
may not be modified except by means of a writing
signed
