Exhibit 10.4
NEOSTEM, INC.
420 Lexingnton Avenue
Suite 450
New York, New York
11747
212.584.4180
January 26, 2007
Ms. Catherine M. Vaczy
140 East 28th Street
Apartment #11C
New York, New York
10016
Dear Ms. Vaczy:
Reference is made to your employment agreement with the Company
dated as of
April 20, 2005 (the "Original Agreement") pursuant to which you
serve as the
Vice President and General Counsel ("General Counsel") of NeoStem,
Inc. (the
"Company").
You
and the Company have agreed to enter into a new agreement (the
"Agreement") that will supercede the Original Agreement and govern
the terms of
your employment by the Company. Accordingly, the terms hereof shall
govern your
employment by the Company and the Original Agreement shall cease to
be effective
as of the execution hereof. As you know, the Company is a public
company engaged
in the collection, processing and storage of adult stem cells. As
General
Counsel, you will be responsible for overseeing the Company's legal
affairs,
including assisting the Company (i) in fund raising activities;
(ii) with
Securities and Exchange Commission and other securities filings;
(iii) expanding
the Company's intellectual property portfolio; and (iv) in
developing other
strategic alliances You shall report to the Chief Executive Officer
("CEO").
This
Letter Agreement shall be effective as of the date first above
written
(the "Commencement Date") and shall continue through December 31,
2008, unless
earlier terminated as provided hereunder (the "Term"). For all
services rendered
by you in any capacity hereunder during the Term, you shall be
entitled to a
minimum annual salary of $150,000 during calendar year 2007 and a
minimum annual
salary of $172,500 during calendar year 2008 payable within normal
payroll
practices for executives of the Company.
Your
employment with the Company shall automatically terminate upon
your
death or Disability (as defined below). The Company may terminate
your
employment prior to the end of the Term with or without Cause (as
defined below)
immediately upon written notice to you. You may terminate your
employment upon
thirty (30) days' prior written notice to the Company. For purposes
of this
Letter Agreement, the terms set forth below shall have the meanings
ascribed to
them below:
"Cause" shall mean (i) willful engaging by you in illegal conduct
or gross
misconduct which is materially and demonstrably injurious to the
Company; (ii)
your refusal to attempt to perform your obligations under this
Letter Agreement
(other than resulting from illness or incapacity) which is
materially and
demonstrably injurious to the Company which is not cured to the
reasonable
satisfaction of the Company within fifteen (15) business days after
notice
thereof; (iii) your conviction of, or entry of a plea of guilty to,
or entry of
a plea of nolo contendre with respect to, any crime other than a
traffic
violation or infraction which is a misdemeanor; or (iv) material
breach by you
of any of your agreements in this Letter Agreement which is not
cured to the
reasonable satisfaction of the Company within fifteen (15) business
days after
notice thereof.
"Disability" shall mean your inability to perform the essential
functions
of your duties and responsibilities to the Company by reason of a
physical or
mental disability or infirmity, which inability has continued for a
period of
more than six (6) consecutive months, or for a period aggregating
more than six
(6) months, whether or not continuous, during any nine (9) month
period.
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"Good Reason" shall mean (i) the Company's reassignment of your
base of
operations outside of the New York metropolitan area without your
consent, (ii)
the material reduction by the Company of your duties during the
Term, (iii) the
Company's material breach of the Company's obligations under this
Letter
Agreement or the Promissory Note or Stock Purchase Agreement, (iv)
the Company
not continuing to retain you as General Counsel during the Term,
(v) your
ceasing to report to the CEO of the Company, or (iv) the departure
of Robin L.
Smith as CEO of the Company.
In
the event your employment is terminated prior to the end of the
Term due
to your death or Disability, by the Company with or without Cause
or upon your
resignation from your position as General Counsel for any reason,
earned but
unpaid cash compensation, including any accrued salary, and
unreimbursed
expenses due as of the date of such termination (the "Employment
Termination
Date") shall be payable in full. In addition, in the event your
employment is
terminated prior to the end of the Term for any of the reasons
identified in the
preceding sentence other than by the Company with Cause or you
without Good
Reason, you or your executor of your last will or the duly
authorized
administrator of your estate, as applicable, will be entitled to
receive
severance payments equal to $187,550 in the event the Employment
Termination
Date is during 2007 and $215,700 in the event the Employment
Termination Date is
during 2008, in each case paid in accordance with the Company's
standard payroll
practices for executives o
