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Exhibit 10.1
EMPLOYMENT AGREEMENT
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EMPLOYMENT AGREEMENT, dated as of August 15, 2007 by and
between NeoStem, Inc. (the "Company") and Renee Cohen (the
"Executive").
W I T N E S S E T H:
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WHEREAS, the Executive has substantial experience relating
to
small and start-up company operations;
WHEREAS, the Company wishes to benefit from this experience
by
retaining Executive as its Vice President, Operations and
Corporate Strategy and
Executive desires to serve as the Company's Vice President,
Operations and
Corporate Strategy, all on the terms and conditions herein set
forth;
NOW THEREFORE, in consideration of the mutual covenants
herein
contained, the parties hereto hereby agree as follows:
Section 1. Employment. The Company agrees to employ the
Executive, and the Executive agrees to be employed by the
Company, upon the
terms and conditions hereinafter provided, for a period
commencing on August 15,
2007 (the "Commencement Date") and, subject to earlier
termination pursuant to
Section 5 hereof, continuing until August 14, 2009 (the "Term").
The Executive
hereby represents and warrants that she has the legal capacity
to execute and
perform this Agreement, and that its execution and performance
by her will not
violate the terms of any existing agreement or understanding to
which Executive
is a party.
Section 2. Position and Duties. During the Term, the
Executive
agrees to serve as an officer of the Company, and as an officer
of any
subsidiary or division of the Company and will have such powers
and duties as
may be reasonably conferred upon her by the Chief Executive
Officer and Board of
Directors of the Company (the "Board"). The Executive shall
report to the Chief
Executive Officer. During the Term, and except for reasonable
vacation periods
in accordance with the Company's policies, the Executive shall
devote all of her
business time, attention, skill and efforts exclusively to the
business and
affairs of the Company and its subsidiaries and affiliates.
Section 3. Compensation. For all services rendered by the
Executive in any capacity required hereunder during the Term,
including, without
limitation, services as an officer, director, or member of any
committee of the
Company or any subsidiary, affiliate or division thereof, the
Executive shall be
compensated as follows:
(a) The Company shall pay the Executive a fixed annual
salary equal to $150,000 for the first year of the term and
$165,000 for the
second year of the term ("Base Salary") in accordance with the
Company's payroll
practices, including the withholding of appropriate payroll
taxes.
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(b) The Executive shall be entitled to participate in
all compensation and employee benefit plans or programs, and to
receive all
benefits and perquisites, which are approved by the Board of
Directors of the
Company and are generally made available by the Company to all
salaried
employees of the Company and to the extent permissible under the
general terms
and provisions of such plans or programs and in accordance with
the provisions
thereof. Notwithstanding any of the foregoing, nothing in this
Agreement shall
require the Company to establish, maintain or continue any
particular plan or
program nor preclude the amendment, rescission or termination of
any such plan
or program that may be established from time to time.
(c) Executive shall be granted upon the Commencement
Date under the Company's 2003 Equity Participation Plan (the
"EPP") (A) a stock
award of 10,000 shares of Common Stock vesting as to 5,000
shares of Common
Stock on the Commencemnet Date and 5,000 shares of Common Stock
on the first
year anniversary of the Commencement Date; provided Executive
continues to be
employed by the Company; and (B) an option to purchase 15,000
shares of Common
Stock at a per share exercise price equal to the closing price
of the Common
Stock on the American Stock Exchange on the date of grant that
shall vest and
become exercisable as to one-half of the shares after the first
year anniversary
of the Commencement Date and as to the second one-half of the
shares after the
second one-year anniversary of the Commencement date; provided
that on each
vesting date you shall continue to be employed by the Company.
The Award and the
Option shall be governed by the terms and conditions of the
EPP.
Section 4. Business Expenses. The Company shall pay or
reimburse the Executive for all reasonable travel or other
reasonable expenses
incurred by the Executive in connection with the performance of
his duties and
obligations under this Agreement, subject to the Executive's
presentation of
appropriate vouchers in accordance with such expense account
policies and
approval procedures as the Company may from time to time
establish for officers
(including but not limited to prior approval of extraordinary
expenses) and to
preserve any deductions for Federal income taxation purposes to
which the
Company may be entitled.
Section 5. Termination of Employment.
(a) The Company may terminate Executive's employment
prior to the
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