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CMXI > SEC Filings for CMXI > Form 8-K on 30-May-2014All Recent SEC Filings

Show all filings for CYTOMEDIX INC

Form 8-K for CYTOMEDIX INC


30-May-2014

Entry into a Material Definitive Agreement, Change in Directors or Principal Office


Item 1.01. Entry into a Material Definitive Agreement

The information set forth under Item 5.02 in this Form 8-K is incorporated herein by reference.



Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

On May 23, 2014, the Board of Directors (the "Board") of Cytomedix, Inc. (the "Company"), following review and recommendation of the Board's Compensation Committee, approved the Company's execution of the following executive employment agreements (with the effective date of each as of May 30, 2014):

Steven S. Shallcross, Chief Financial Officer, Executive VP, Secretary and Treasurer. The Board approved the terms and provisions of Mr. Shallcross' continued employment with the Company to include, among others: (i) base salary of USD$290,000 per annum, subject to review by the Board for subsequent increases on an annual basis; (ii) an opportunity to earn an annual bonus in the amount of up to 40% of his annual base salary, subject to the Board's review and approval, and (iii) provisions relating to termination of his employment with or without cause as well as terminations for change in control of the Company. In addition, the foregoing agreement also contains non-solicitation, non-disparagement, non-competition and other covenants and provisions customary for agreements of this nature.

Dean Tozer, Chief Commercial Officer. The Board approved the terms and provisions of Mr. Tozer's continued employment with the Company for the 30-month term to include, among others: (i) base salary of USD$300,000 per annum, subject to review by the Board for subsequent increases on an annual basis; (ii) an opportunity to earn an annual bonus in the amount of up to 40% of his annual base salary, subject to the Board's review and approval, and (iii) provisions relating to termination of his employment with or without cause as well as terminations for change in control of the Company. In addition, the foregoing agreement also contains non-solicitation, non-disparagement, non-competition and other covenants and provisions customary for agreements of this nature. As previously disclosed, the Board appointed Mr. Tozer as the Company's CCO on March 30, 2014.

Peter Clausen, Chief Science Officer. The Board approved the terms and provisions of Mr. Clausen's continued employment with the Company to include, among others: (i) base salary of USD$290,000 per annum, subject to review by the Board for subsequent increases on an annual basis; (ii) an opportunity to earn an annual bonus in the amount of up to 40% of his annual base salary, subject to the Board's review and approval, and (iii) provisions relating to termination of his employment with or without cause as well as terminations for change in control of the Company. In addition, the foregoing agreement also contains non-solicitation, non-disparagement, non-competition and other covenants and provisions customary for agreements of this nature.

The foregoing descriptions and summaries of the employment agreements do not purport to be complete and are subject to and qualified in their entirety by reference to the full text of such agreements and instruments, which are filed as exhibits to this filing and are incorporated herein by reference.

Effective as of June 30, 2014, the Company terminated employment of Edward L. Field, the Company's Chief Operating Officer. The employment termination was not for cause and was not due to any disagreement with the Company. The Company is thankful to Mr. Field for his years of service as the Company's COO.

Item 9.01 Exhibits

10.1 Employment Agreement for S. Shallcross dated as of May 30, 2014.
10.2 Employment Agreement for D. Tozer dated as of May 30, 2014.
10.3 Employment Agreement for P. Clausen dated as of as of May 30, 2014.

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