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Exhibit 10
THERMOGENESIS CORP.
EXECUTIVE EMPLOYMENT AGREEMENT
THERMOGENESIS CORP. ("Employer")
and William R. Osgood ("Executive"), agree as follows:
1. Employment . Employer employs Executive and Executive
accepts employment with Employer on the terms and conditions set
forth in this Employment Agreement ("Agreement").
2. Position; Scope of Employment . Executive shall have
the position of General Manager of Operations for Employer.
Executive agrees to perform such services customary to such Office
as shall be assigned to him by the Chief Executive Officer.
Executive shall report directly to Employer’s Chief Executive
Officer (CEO).
2.1. Entire Time and Effort
. Executive shall devote Executive’s full working time,
attention, abilities, skill, labor and efforts to the performance
of his employment. Executive shall not, directly or indirectly,
alone or as a member of a partnership or other organizational
entity, or as an officer of any corporation (other than any which
are owned by or affiliated with Employer) (i) be substantially
engaged in or concerned with any other commercial duties or
pursuits, (ii) engage in any other business activity that will
interfere with the performance of Executive’s duties under
this Agreement, except with the prior written consent of Employer,
or (iii) join the board of directors of any other corporation;
provided , however, that Executive may join the board of
directors of no more than two unaffiliated corporations so long as
such corporations are not competitive to the current or future
operations of Employer and those corporations offer some
synergistic prospects or other support for Employer’s
goals.
2.2. Rules and Regulations
. Executive agrees to observe and comply with Employer’s
rules and regulations (including Employer’s code of ethics
and insider trading policy ) as provided by Employer and as
may be amended from time to time by Employer and will carry out and
perform faithfully such orders, directions and policies of
Employer. To the extent any provision of this Agreement is contrary
to an Employer rule or regulation, as such may be amended from time
to time, the terms of this Agreement shall control.
2.3. Limitations Upon Authority
to Bind Employer . Executive shall not engage in any of the
following actions on behalf of Employer without the prior approval
of Employer: (i) borrow or obtain credit in any amount or
execute any guaranty, except for items purchased from vendors in
the ordinary course of Employer’s operations;
(ii) expend funds for capital equipment in excess of
expenditures expressly budgeted by Employer, if applicable, or in
the event not budgeted, not to exceed the amounts set forth in
subparagraph (iii); (iii) sell or transfer capital assets
exceeding Ten thousand Dollars ($10,000) in market value in any
single transaction or exceeding Fifty Thousand Dollars ($50,000) in
the aggregate during any one fiscal year; (iv) execute any
lease for real or personal property; or (v) exercise any
authority or control
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over the management of any employee welfare or pension benefit
plan maintained by Employer or over the disposition of the assets
of any such plan.
3. Term . The term of this Agreement shall be for a
period of three (3) years which shall commence on
January 1, 2007 and end on December 31, 2010 (subject to
adjustment to an earlier start date and termination date by mutual
agreement); unless terminated earlier as provided below in
Section 5.
4. Compensation . Employer shall pay to or provide
compensation to Executive as set forth in this Section 4. All
compensation of every description shall be subject to the customary
withholding tax and other employment taxes as required with respect
to compensation paid to an employee.
4.1. Base Salary . Employer
shall pay Executive a base salary of two hundred sixty five
thousand Dollars ($265,000) per year commencing on
January 1, 2007 ("Base Salary"). Executive’s Base Salary
shall be payable in accordance with Employer’s regular pay
schedule, but not less frequently than twice per month.
4.2. Annual Review . On the
date of Employer’s annual meeting of stockholders and on each
subsequent annual meeting of stockholders during the term of this
Agreement, or at such other time as Employer may establish in its
discretion, Employer shall review the previous year’s
performance of Executive.
4.3. Cash/Stock Bonuses .
In addition to the Base Salary provided for in sections 4.1 and
4.2, Executive is eligible to receive discretionary bonuses based
on Employer performance and Executive’s attainment of
objectives periodically established by Employer. Such discretionary
bonuses may be paid in cash, through issuance of stock or grant of
stock options, or any combination thereof, subject to Board
discretion. Annual bonuses that may be awarded to Executive shall
be up to thirty-five percent (35%) of Executive’s Base Salary
then in effect in any given year. Cash bonus will be paid only when
the Employer attains positive cash flow and net income.
4.4. Stock Option Grants .
In addition to Base Salary provided for in Sections 4.1 and
4.2, Executive is eligible to receive an award of stock options as
may be determined from time to time by Employer’s
Compensation Committee which consists of disinterested directors
who administer Employer’s Amended 1998 Executive Equity
Incentive Plan and 2006 Equity Incentive Plan. At the inception of
this Agreement, and subject to Plan requirements, Executive shall
be granted an initial 3 year option to acquire, at the fair
market value of the shares on the date Executive commences
employment services, a total of 150,000 shares of the
Employer’s common stock, which option shall vest over three
(3)-years vesting one-third (1/3) on ninety days prior to the
anniversary date of this Agreement, and one-third (1/3) each year
thereafter on the same date An additional bonus of up to a total of
80,000 shares may be awarded to Executive by the BOD compensation
committee in years two and three of the contract providing the
company meets the revenue and profit goals in the company’s
business plan as submitted by the CEO and approved by the Board of
Directors.
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4.5. Moving Expenses . The
Employer shall reimburse Executive for actual moving
expenses, as incurred within one (1) year in relocation for
this position, including temporary housing for up to 3 months,
up to an aggregate amount of $ 45,000.
4.6. Vacation and Sick
Leave . Executive shall be entitled to accrue up to three (3)
weeks vacation annually; provided, however, that vacation time may
not accrue beyond two weeks of accrued and unused time. Vacation
pay shall not accrue beyond two (2) weeks at any given time.
Executive shall be entitled to sick leave in accordance with
Employer’s sick leave policy, as amended from time to time.
At the end of each calendar year, subject to the limit on two weeks
accrued and unused vacation, all such unused and accrued vacation
time shall be paid in cash.
4.7. Other Fringe Benefits
. Executive shall participate in all of Employer’s fringe
benefit programs in substantially the same manner and to
substantially the same extent as other similar employees of
Employer, excluding only those benefits expressly modified by the
terms hereof.
4.8. Expenses . Executive
shall be reimbursed for his reasonable business expenses; subject
to the presentation of evidence of such expenses in accordance with
established policies adopted by Employer from time to time.
4.9. Compensation From Other
Sources . Any proceeds that Executive shall receive by virtue
of qualifying for disability insurance, disability benefits, or
health or accident insurance shall belong to Executive. Executive
shall not be paid Base Salary in any period in which he receives
benefits as determined and paid under Employer’s long-term
disability policy. Benefits paid to Executive under
Employer’s short-term disability policy shall reduce, by the
same amount, Base Salary payable to Executive for such period.
5. Early Termination . Executive’s employment with
Employer may be terminated prior to the expiration of the term of
this Agreement, upon any of the following events: (i) the
mutual agreement of Employer and Executive in writing;
(ii) the disability of Executive due to physical or mental
illness, which shall, for the purposes of this Agreement, mean
Executive’s inability, for a period exceeding three
(3) months, to substantially perform such duty on a full time
basis; (iii) Executive’s death; (iv) notice of
termination by Employer for "cause" (as defined below); (v)
Employer’s cessation of business; (vi) written notice of
termination by Employer without cause upon fourteen
(14) days’ notice, subject to the provisions for
compensation upon early termination in Section 5.3(b); or
(vii) upon a Change in Control (as defined below) of Employer
(as defined in and under the circumstances described in
Section 5.4).
5.1. Definition of Cause .
For purposes of this Agreement, any of the following shall
constitute cause: (i) willful failure by the Executive to
follow directions communicated by the CEO; (ii) habitual
breach of Executive’s duties; (iii) fraud, dishonesty,
deliberate injury or intentional material misrepresentation by
Executive to Employer or any others; (iv) embezzlement, theft or
conversion by Executive; (v) unauthorized disclosure or other
use of Employer’s trade secrets, customer lists or
confidential information; (vi) habitual misuse of alcohol or
any non-prescribed drug or intoxicant; (vii) willful
misconduct that causes material
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harm to Employer, (viii) willful violation of any other
standards of conduct as set forth in Employer’s employee
manual and policies, (ix) conviction of or plea of guilty or
nolo contendere to a felony or misdemeanor involving moral
turpitude, (x) continuing failure to communicate and fully
disclose material information to the Board of Directors, the
failure of which would adversely impact the Company or may result
in a violation of state or federal securities laws, or
(xi) debarment by any fe
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