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Exhibit 10.50
GENERAL RELEASE AGREEMENT
This
General Release Agreement (the “Agreement”) is
made and entered into by and between CYTORI THERAPEUTICS, INC.
(Company) and John Ransom.
WHEREAS,
John Ransom has been employed by CYTORI THERAPEUTICS, INC. as
its Vice President of Research – Regenerative Cell
Technology since December 9, 2005;
WHEREAS,
for sound business reasons and in the best interests of the
Company, the Company has decided to end John Ransom’s
employment with the Company effective August 2,
2007;
WHEREAS,
John Ransom and the Company do not anticipate that there will
be any disputes between them or legal claims arising out of
John Ransom's separation from the Company, the parties
nevertheless desire to ensure a completely amicable parting
and to settle fully and finally any and all differences or
claims that might otherwise arise out of John Ransom's
employment with the Company relative to the termination of his
employment;
NOW,
THEREFORE, in consideration of the mutual promises contained
herein, it is agreed as follows:
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1.
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Separation from Employment Relationship
. The employment relationship terminated and ceased as
of August 2, 2007 (Separation Date).
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2.
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Consideration . In consideration
of John Ransom agreeing to enter into this General Release
Agreement, CYTORI agrees to pay John Ransom a lump sum of sixty-six
thousand, six hundred and sixty seven dollars (total =$ 66,667)
less standard tax and withholding amounts. It is
understood that there will be no continuation of any benefits,
except in accordance with applicable law, or additional vesting of
stock options beyond the Separation Date and/or otherwise provided
in connection with the 1997 Stock Option and Stock Purchase Plan
and/or 2004 Equity Incentive Plan unless expressly provided herein.
John Ransom’s right to exercise stock options vested as of
the Separation Date shall extend through and terminate on December
31, 2007. John Ransom shall also be entitled to outplacement
services under DBM’s outplacement “DBM Select”
program.
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3.
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Confidentiality . The parties
understand and agree that this Agreement, and the matters discussed
in negotiating its terms, is entirely confidential. It
is therefore expressly understood and agreed that John Ransom will
not reveal, discuss, publish or in any way communicate any of the
terms, amount or fact of this Agreement to any person, organization
or other entity, except as may be required by law and except to
Employee’s immediate family members and professional
representatives, who shall be informed of and bound by this
confidentiality clause. It is also agreed and understood that
Company may make any disclosure of the terms of the Agreement as
may be required by law.
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4.
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Release of Claims. John Ransom, for
himself and his heirs, successors and assigns, does hereby agree to
waive, release, acquit and forever discharge Company, and
Company’s parents, subsidiaries, affiliates, and related
entities or companies, and all past and present officers,
directors, shareholders, employees, agents, partners, attorneys,
heirs, successors, and assigns, (hereinafter “Released
Parties”) from any and all claims, actions, complaints and
causes of action for monetary damages (hereinafter collectively
referred to as “claims”), of whatever nature, whether
known or unknown, which exist or may exist on John Ransom’s
behalf against Released Parties as of the date of this Agreement,
including but not limited to any and all tort claims, contract
claims, wage claims, commission claims, bonus claims, overtime
claims, wrongful termination claims, public policy claims,
retaliation claims, statutory claims, personal injury claims,
emotional distress claims, privacy claims, defamation claims, fraud
claims, and any and all claims arising under any federal, state or
other governmental statute, law, regulation or ordinance relating
to employment, including but not limited to Title VII of the Civil
Rights Act of 1964, as amended, the Americans with Disabilities
Act, the Age Discrimination in Employment Act, the Family and
Medical Leave Act, the Fair Labor Standards Act, the Employee
Retirement Income Security Act, the California Labor Code, and the
California Fair Employment and Housing Act covering discrimination
in employment, including race, color, religious creed, national
origin, ancestry, physical or mental disability, medical condition,
marital status, military status, family care leave, pregnancy, sex,
sexual orientation, age, and harassment or retaliation.
Limitation of Release- |
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