EXHIBIT 10.18
March 25, 2005
I am pleased to offer you a full time position
with Arbios Systems, Inc. (the “Company”), effective as
of April 25, 2005, (the “Effective Date”) on the
following terms:
1. The position
of a full time Vice-President of Operations reporting to the
company’s Chief Executive Officer. Your duties will consist
of managing all of the Company's manufacturing operations related
to its liver assist technology, including SEPET and
HepatAssist-2 programs. It is understood that the Company operates
primarily through Arbios Technologies, Inc., our wholly-owned
subsidiary, and that, therefore, your services will be primarily
provided to Arbios Technologies, Inc. You may be considered to be
an employee of both companies.
2. Your
employment is to be considered exclusive to the Company. While you
are employed by the Company, you will not perform services for
compensation for any third party.
3.
Reimbursement for all reasonable out-of-pocket expenses
incurred in connection with performing duties from your home office
so long as a home office is necessary for you to perform your
duties for the Company (such expenses to primarily consist of
telephone, fax and internet monthly charges, copy machine, office
equipment, computer, printer, and supplies).
4. Annual base
salary in the amount of $160,000, before withholding of federal and
state income taxes, Social Security, and other customary
deductions, to be paid in equal biweekly installments during the
term of your employment.
5. Incentive
compensation in the form of a five-year incentive stock option to
purchase 30,000 shares of the Company's common stock to be granted
pursuant to the Company's 2001 Stock Option Plan. The options will
have an exercise price equal to the closing market price of the
Company’s common stock on the effective date of your
employment. Options will vest in monthly installments of 1,250
shares commencing on April 22, 2005.
6. The Company
may grant you additional stock options, at the sole discretion of
the Board, if and when such stock options are also granted to
Company’s management.
7. You may
enter into our Indemnification Agreement in a form substantially
similar to that signed by the current members of our Board of
Directors and by management.
8. You will be
entitled to three weeks paid vacation each year and such other
holidays as are customarily observed which currently include 7 paid
holidays per year.
9. A 401K plan
with the Company to match at a rate of 50% of the amount you
contribute up to 6% of total compensation per annum.
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From the period commencing on the
Effective Date and ending 18 months
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