EXHIBIT 10.38
EMPLOYMENT AGREEMENT
THIS
AGREEMENT is entered into as of July 25, 2006 (the
“Effective Date”), by and between Cytori
Therapeutics, Inc., a Delaware corporation located at 3020
Callan Road, San Diego, CA 92121 (“Company”), and
Elizabeth A. Scarbrough, an individual
(“Employee”).
Whereas,
the Company has eliminated the position of Vice President,
Marketing & Development on July 25, 2006; and
Whereas,
the Company and Employee wish to continue the Employment
relationship in a new capacity through February 7,
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 Marketing
& Development Advisor with duties as directed by the CEO
and/or the President 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 Fifteen Thousand Four
Hundred and Seventeen Dollars [$15,417.00] per month, payable
twice a month on the fifteenth and last days of each month
during which this Agreement is in force.
(c)
In exchange for Company agreeing to enter into this Agreement,
Employee shall be required to sign a full release of claims
with respect to her past employment with the Company. The
release shall be in the form attached hereto as Exhibit A.
Company shall have the option to suspend its performance under
this Agreement and the Stock Option Extension Agreement until
such time as Employee has executed the full release of claims
and the seven day period for revocation of the release has
elapsed. In the event the release is not signed by Employee
within the 45 day period, or in the event Employee revokes the
release prior to the expiration of the 7 day revocation
period, the parties agree that this Agreement and the Stock
Option Extension Agreement shall immediately terminate and
Company shall have no obligations to Employee under this
Agreement, and all outstanding Company stock options described
in the Stock Option Extension Agreement shall immediately
terminate in their entirety.
2.
Guaranteed Duration
The
term of this Agreement shall commence on July 25, 2006 and
shall end on February 7, 2007 (the”Term”) unless
extended by mutual agreement. The empl
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